EXHIBIT 4.2
SUBSEQUENT TRANSFER INSTRUMENT
Pursuant to this Subsequent Transfer Instrument, dated December 26, 2001
(the "Instrument"), between IMH Assets Corp. as Company (the "Company"), and
Bankers Trust Company of California, N.A. as indenture trustee of the IMH Assets
Corp., Collateralized Asset- Backed Bonds, Series 2001-4, as purchaser (the
"Indenture Trustee"), and pursuant to the Indenture, dated as of December 20,
2001 (the "Indenture"), between Impac CMB Trust Series 2001-4, as issuer (the
"Issuer") and the Indenture Trustee as indenture trustee, the Company and the
Indenture Trustee agree to the sale by the Company and the purchase by the
Indenture Trustee in trust, on behalf of the Trust, of the Seasoned Mortgage
Loans on the attached Schedule 1 of Mortgage Loans (the "Seasoned Mortgage
Loans") and the Subsequent Mortgage Loans on the attached Schedule 2 of Mortgage
Loans (the "Subsequent Mortgage Loans").
Capitalized terms used but not otherwise defined herein
shall have the meanings set forth in the Indenture.
Section 1. CONVEYANCE OF SEASONED MORTGAGE LOANS AND
SUBSEQUENT MORTGAGE LOANS.
(a) The Company does hereby sell, transfer, assign,
set over and convey to the Indenture Trustee in trust, on behalf of the Trust,
without recourse, all of its right, title and interest in and to the Seasoned
Mortgage Loans and Subsequent Mortgage Loans, and including all amounts due on
the Seasoned Mortgage Loans and Subsequent Mortgage Loans after the related
Subsequent Cut-off Date, and all items with respect to the Seasoned Mortgage
Loans and Subsequent Mortgage Loans to be delivered pursuant to Section 2.05 of
the Indenture; provided, however that the Company reserves and retains all
right, title and interest in and to amounts due on the Seasoned Mortgage Loans
and 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 Indenture Trustee each item set forth
in Section 2.05 of the Indenture. The transfer to the Indenture Trustee by the
Company of the Seasoned Mortgage Loans and Subsequent Mortgage Loans identified
on the Mortgage Loan Schedules shall be absolute and is intended by the Company,
the Master Servicer, the Indenture Trustee and the Bondholders to constitute and
to be treated as a sale by the Company to the Trust Fund.
(b) The Company, concurrently with the execution and
delivery hereof, does hereby transfer, assign, set over and otherwise convey to
the Indenture Trustee without recourse for the benefit of the Bondholders all
the right, title and interest of the Company, in, to and under the Subsequent
Mortgage Loan Sale and Contribution Agreement, dated December 26, 2001, between
the Company, as purchaser, and Imapc Mortgage Holdings, Inc., as seller (the
"Purchase Agreement").
(c) Additional terms of the sale are set forth on
Attachment 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
2.05 of the Indenture are satisfied as of the date hereof.
(b) All terms and conditions of the Indenture 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 Indenture.
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 Bondholders' expense on direction of the
related Bondholders, but only when accompanied by an Opinion of Counsel to the
effect that such recordation materially and beneficially affects the interests
of the Bondholders or is necessary for the administration or servicing of the
Seasoned Mortgage Loans and Subsequent 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 Indenture Trustee and their respective
successors and assigns.
IMH 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
