Exhibit 4.2
SUBSEQUENT TRANSFER INSTRUMENT
Pursuant to this Subsequent Transfer Instrument, dated November 9, 2001
(the "Instrument"), between Impac Secured Assets Corp. as Company (the
"Company"), and Bankers Trust Company of California, N.A. as trustee of the
Impac Secured Assets Corp., Mortgage Pass-Through Certificates, Series 2001-7,
as purchaser (the "Trustee"), and pursuant to the Pooling and Servicing
Agreement, dated as of October 1, 2001 (the "Pooling and Servicing Agreement"),
among the Company as the company, Impac Funding Corporation, as Master Servicer,
and the Trustee as trustee, the Company and the Trustee agree to the sale by the
Company and the purchase by the Trustee in trust, on behalf of the Trust, of the
Mortgage Loans on the attached Schedule of 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.
Section 1. Conveyance of Subsequent Mortgage Loans.
(a) The Company 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 related Subsequent
Cut-off Date, and all items with respect to the Subsequent Mortgage Loans to be
delivered pursuant to Section 2.06 of the Pooling and Servicing Agreement;
provided, however that the Company reserves and retains all right, title and
interest in and to amounts due on the Subsequent Mortgage Loans on or prior to
the related Subsequent Cut-off Date. The Company, 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 Company of the Subsequent Mortgage
Loans identified on the Mortgage Loan Schedule shall be absolute and is intended
by the ompany, the Master Servicer, the Trustee and the Certificateholders to
constitute and to be treated as a sale by the Company to the Truste Fund.
(b) The Company, 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 Company, in, to and under the Subsequent Mortgage Loan Purchase
Agreement, dated November 1, 2001, among Impac Funding Corporation, as seller,
the Company, as purchaser, and Imapc Mortgage Holdings, Inc. (the "Purchase
Agreement").
(c) Additional terms of the sale are set forth on Attachemnt A hereto.
Section 2. Representations and Warranties; Conditions Precedent.
(a) The Company hereby confirms that each of the conditions precedent and
the representations and warranties set forth in Section 2.06 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.
Section 3. Recordation of Instrument.
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.
Section 4. Governing Law.
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.
Section 5. Counterparts.
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.
Section 6. Successors and Assigns.
This Instrument shall inure to the benefit of and be binding upon the
Company and the Trustee and their respective successors and assigns.
IMPAC SECURED ASSETS CORP.
By: /s/ Xxxxxxx X. Xxxxxxx
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Name: Xxxxxxx X. Xxxxxxx
Title: Chief Financial Officer
BANKERS TRUST COMPANY OF
CALIFORNIA, N.A.
By: /s/ Xxxxx Xxxxxxx
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Name: Xxxxx Xxxxxxx
Title: Associate
