Exhibit 4.2
SUBSEQUENT TRANSFER
INSTRUMENT
Pursuant to this Subsequent Transfer
Instrument, dated May 25, 2005 (the “Instrument”),
between Option One Mortgage Acceptance Corporation as seller (the
“Depositor”) and Wells Fargo Bank, N.A. as trustee of
the Option One Mortgage Loan Trust 2005-2 Asset-Backed
Certificates, Series 2005-2, as purchaser (the
“Trustee”), and pursuant to the Pooling and Servicing
Agreement, dated as of May 1, 2005 (the “Pooling and
Servicing Agreement”), among the Depositor as depositor,
Option One Mortgage Corporation as master servicer (the
“Master Servicer”) and the Trustee as trustee, the
Depositor and the Trustee agree to the sale by the Depositor and
the purchase by the Trustee in trust, on behalf of the Trust, of
the Mortgage Loans listed on the attached Schedule of Subsequent
Mortgage Loans (the “Subsequent Mortgage
Loans”).
Capitalized terms used but not
otherwise defined herein shall have the meanings set forth in the
Pooling and Servicing Agreement.
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Section 1.
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CONVEYANCE OF SUBSEQUENT
MORTGAGE LOANS .
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(a) The
Depositor does hereby sell, transfer, assign, set over and convey
to the Trustee in trust, on behalf of the Trust, without recourse,
all of its right, title and interest in and to the Subsequent
Mortgage Loans, and including all amounts due on the Subsequent
Mortgage Loans after the Cut-off Date, and all items with respect
to the Subsequent Mortgage Loans to be delivered pursuant to
Section 2.01 of the Pooling and Servicing Agreement; provided,
however that the Depositor reserves and retains all right, title
and interest in and to amounts due on the Subsequent Mortgage Loans
on or prior to the Cut-off Date. The Depositor, contemporaneously
with the delivery of this Agreement, has delivered or caused to be
delivered to the Trustee each item set forth in Section 2.01 of the
Pooling and Servicing Agreement. The transfer to the Trustee by the
Depositor of the Subsequent Mortgage Loans identified on the
Schedule of Subsequent Mortgage Loans shall be absolute and is
intended by the Depositor, the Master Servicer, the Trustee and the
Certificateholders to constitute and to be treated as a sale by the
Depositor to the Trust Fund.
(b) The
Depositor, concurrently with the execution and delivery hereof,
does hereby transfer, assign, set over and otherwise convey to the
Trustee without recourse for the benefit of the Certificateholders
all the right, title and interest of the Depositor, in, to and
under the Subsequent Mortgage Loan Purchase Agreements, dated the
date hereof, to the extent of the Subsequent Mortgage
Loans.
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(c)
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Additional terms of the sale are set
forth on Attachment A hereto.
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Section 2.
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REPRESENTATIONS AND WARRANTIES; CONDITIONS
PRECEDENT .
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(a) The
Depositor hereby confirms that each of the conditions precedent and
the representations and warranties set forth in Section 2.08 of the
Pooling and Servicing Agreement are satisfied as of the date
hereof.
(b) All
terms and conditions of the Pooling and Servicing Agreement are
hereby ratified and confirmed; provided, however, that in the event
of any conflict, the provisions of this Instrument shall control
over the conflicting provisions of the Pooling and Servicing
Agreement.
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Section 3.
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RECORDATION OF
INSTRUMENT .
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To the extent permitted by
applicable law, this Instrument, or a memorandum thereof if
permitted under applicable law, is subject to recordation in all
appropriate public offices for real property records in all of the
counties or other comparable jurisdictions in which any or all of
the properties subject to the Mortgages are situated, and in any
other appropriate public recording office or elsewhere, such
recordation to be effected by the Master Servicer at the
Certificateholders’ expense on direction of the related
Certificateholders, but only when accompanied by an Opinion of
Counsel to the effect that such recordation materially and
beneficially affects the interests of the Certificateholders or is
necessary for the administration or servicing of the Mortgage
Loans.
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Section 4.
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GOVERNING LAW
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This Instrument shall be construed
in accordance with the laws of the State of New York and the
obligations, rights and remedies of the parties hereunder shall be
determined in accordance with such laws, without giving effect to
principles of conflicts of law.
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Section 5.
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COUNTERPARTS
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This Instrument may be executed in
one or more counterparts and by the different parties hereto on
separate counterparts, each of which, when so executed, shall be
deemed to be an original; such counterparts, together, shall
constitute one and the same instrument.
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Section 6.
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SUCCESSORS AND
ASSIGNS .
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This