SUBSEQUENT TRANSFER INSTRUMENT
SUBSEQUENT
TRANSFER INSTRUMENT
Pursuant
to this Subsequent Transfer Instrument, dated May 18, 2007 (the “Instrument”),
between Impac Secured Assets Corp. as seller (the “Company”), and Deutsche Bank
National Trust Company (“DBNTC”) as Trustee (the “Trustee”), and pursuant to the
Pooling and Servicing Agreement, dated as of April 1, 2007 (the “Agreement”),
among Impac Secured Assets Corp., Impac Funding Corporation and the Trustee,
the
Company and the Trustee agree to the sale by the Company and the purchase by
the
Trustee of the Subsequent Mortgage Loans on the attached Schedule 1 of Mortgage
Loans (the “Subsequent Mortgage Loans”).
Capitalized
terms used but not otherwise defined herein shall have the meanings set forth
in
the Agreement.
Section
1. Conveyance
of Subsequent Mortgage Loans; Acceptance of Mortgage Loans by the
Trustee.
(a) The
Company does hereby sell, transfer, assign, set over and convey to the Trustee
without recourse, all of its right, title and interest in and to the Subsequent
Mortgage Loans, 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 2.07 of the
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 Instrument, has delivered or caused to be delivered
to
the Trustee each item set forth in Section 2.02 of the 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 Company, the
Master Servicer, the Trustee, the Certificateholders and the Certificate Insurer
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 Trustee without recourse
for the benefit of the Certificate holders and the Certificate Insurer all
the
right, title and interest of the Company, in, to and under the Subsequent
Mortgage Loan Purchase Agreement, dated May 18, 2007, between the Company,
as
purchaser and Impac Funding Corporation, as seller (the “Subsequent Mortgage
Loan Purchase Agreement”).
(c) The
Trustee acknowledges receipt of, subject to the exceptions the applicable
Custodian notes pursuant to the procedures described in Section 2.02 of the
Agreement, the documents (or certified copies thereof) referred to in Section
2.1(b) of the Subsequent Mortgage Loan Purchase Agreement, and declares that
it
holds and will continue to hold those documents and any amendments, replacements
or supplements thereto and all other assets as Trustee in trust for the use
and
benefit of all present and future Holders of the Certificates and the
Certificate Insurer.
(d) 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 and the representations
and
warranties set forth in Section 2.07 of the Agreement are satisfied as of the
date hereof.
(b) All
terms
and conditions of the 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 Agreement.
(c) Limitation
of Liability. It is expressly understood and agreed by the parties hereto that
(a) this Agreement is executed and delivered by DBNTC, not individually or
personally but solely as the Trustee of the Company, in the exercise of the
powers and authority conferred and vested in it, (b) the representations,
undertakings and agreements herein made on the part of the Company are made
and
intended not as personal representations, undertakings and agreements by DBNTC
but are made and intended for the purpose of binding only the Company, (c)
nothing herein contained shall be construed as creating any liability on DBNTC,
individually or personally, to perform any covenant either expressed or implied
contained herein, all such liability, if any, being expressly waived by the
parties who are signatories to this Agreement and by any person claiming by,
through or under such parties and (d) under no circumstances shall DBNTC be
personally liable for the payment of any indebtedness or expenses of the Company
or be liable for the breach or failure of any obligation, representation,
warranty or covenant made or undertaken by the Company under this
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
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.
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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.
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IMPAC
SECURED ASSETS CORP.,
as Seller
as Seller
By: /s/
Xxxxxx Xxxxxxxx
Name:
Xxxxxx Xxxxxxxx
Title:
General Counsel & Secretary
DEUTSCHE
BANK NATIONAL TRUST COMPANY,
as trustee under the Pooling and Servicing Agreement relating to Impac Secured Assets Corp. Mortgage Pass-Through Certificates, Series 2007-3
as trustee under the Pooling and Servicing Agreement relating to Impac Secured Assets Corp. Mortgage Pass-Through Certificates, Series 2007-3
By: /s/
Xxxxxx
Xxxxx
Name:
Xxxxxx
Xxxxx
Title:
Associate
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