Exhibit 4.2
SUBSEQUENT TRANSFER INSTRUMENT
Pursuant
to this Subsequent Transfer Instrument, dated June 25, 2004
(the
"Instrument"), between IMH Assets Corp. as
seller (the "Company"), and Deutsche
Bank National Trust Company as indenture
trustee of the IMH Assets Corp.,
Collateralized Asset-Backed Bonds, Series
2004-5, (the "Indenture Trustee"), on
behalf of Impac CMB Trust Series 2004-5
(the "Issuer"), as purchaser, and
pursuant to the Indenture, dated as of May
28, 2004 (the "Indenture"), between
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 Group 1 Subsequent
Mortgage Loans on the attached Schedule 1
of Mortgage Loans (the "Group 1
Subsequent Mortgage Loans").
Capitalized terms used but not otherwise defined herein shall have
the
meanings set forth in the Indenture.
Section 1.
Conveyance of Group 1 Subsequent Mortgage Loans; Acceptance of
Group I Subsequent Mortgage Loans by the
Indenture Trustee.
(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
Group 1 Subsequent Mortgage Loans,
including all amounts due on the Group 1
Subsequent Mortgage Loans after the
related Subsequent Cut-off Date, and all
items with respect to the Group 1
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 Group 1 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 Group
1 Subsequent Mortgage Loans identified on
the Mortgage Loan Schedule shall be
absolute and is intended by the Company,
the Master Servicer, the Indenture
Trustee, the Bondholders and the Bond
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 deliver
