SUBSEQUENT TRANSFER INSTRUMENT
Exhibit
4.2
Pursuant
to this Subsequent Transfer Instrument, dated November 10, 2006 (the
“Instrument”), between ACE Securities Corp. as seller (the “Depositor”), and
HSBC Bank USA, National Association as trustee of the ACE Securities Corp.
Home
Equity Loan Trust, Series 2006-HE4, Asset Backed Pass-Through Certificates,
as
purchaser (the “Trustee”), and pursuant to the Pooling and Servicing Agreement,
dated as of September 1, 2006 (the “Pooling and Servicing Agreement”), among the
Depositor, Ocwen Loan Servicing, LLC as servicer, Xxxxx Fargo Bank, N.A. as
Master Servicer and Securities Administrator and the 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 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
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 related Subsequent 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 related
Subsequent 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 Mortgage Loan Schedule shall be absolute and is intended by the Depositor,
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 Agreement,
dated the date hereof, between the Depositor as purchaser and the Servicer
as
seller, to the extent of the Subsequent Mortgage Loans.
(c) Additional
terms of the sale are set forth on Attachment A hereto.
Section
2. Representations
and Warranties; Conditions Precedent.
(a) The
Depositor hereby confirms that each of the conditions and the representations
and warranties set forth in Section 2.09 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 Depositor 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. The parties hereto intend that the provisions of Section
5-1401 of the New York General Obligations Law shall apply to this
Instrument.
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 Depositor
and
the Trustee and their respective successors and assigns.
[signature
page follows]
|
ACE
SECURITIES CORP.
|
|
|
By:
/s/ Xxxxxxx X. Xxxxxxx
Name:
Xxxxxxx X. Xxxxxxx
Title:
President
|
|
|
By:
/s/ Xxxxx
X. Xxxxx
Name:
Xxxxx X. Xxxxx
Title:
Vice President
|
|
|
HSBC
BANK USA, NATIONAL ASSOCIATION,
as Trustee for ACE Securities Corp. Home Equity Loan Trust, Series 2006-HE4, Asset Backed Pass- Through Certificates |
|
|
By:
/s/ Xxxxxxxx
Xxxxxxx
Name:
Xxxxxxxx Xxxxxxx
Title:
Vice President
|
Attachments
A. Additional
terms of sale.
B. Schedule
of Subsequent Mortgage Loans.
ATTACHMENT
A
ADDITIONAL
TERMS OF SALE
None.
ATTACHMENT
B
SCHEDULE
OF SUBSEQUENT MORTGAGE LOANS
(To
be
provided upon request)
