SURETY BOND

 

Financial Guaranty Insurance Company

125 Park Avenue

New York, New York 10017

(212) 312-3000

(800) 352-0001

 

 

SURETY BOND

 

 

 

Issuer:  Impac CMB Trust Series 2005-3                  Policy Number:  05030010

                                                        Control Number:  0010001

 

Insured Obligations:

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$150,000,000 in aggregate maximum principal

amount of Impac CMB Trust Series 2005-3,

Collateralized Asset-Backed Bonds, Series

2005-3, Class A-3 Bonds, (the "Insured

Bonds")

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Indenture Trustee:  Wells Fargo Bank. N.A.

 

Financial Guaranty Insurance Company ("Financial Guaranty"), a New York stock

insurance company, in consideration of the right of Financial Guaranty to

receive monthly premiums pursuant to the Indenture (as defined below) and the

Insurance Agreement referred to therein, and subject to the terms of this Surety

Bond, hereby unconditionally and irrevocably agrees to pay each Insured Amount,

to the extent set forth in the Indenture, to the Indenture Trustee named above

or its successor, as trustee for the Bondholders. Capitalized terms used and not

otherwise defined herein shall have the meanings assigned to such terms in the

Annex A attached to the Indenture as in effect and executed on the date hereof.

 

The term "Insured Amount" with respect to any Payment Date and the Insured Bonds

means (1) any Deficiency Amount and (2) any Preference Amount.

 

The term "Deficiency Amount" means, with respect to any Payment Date and the

Insured Bonds, an amount, if any, equal to the sum of:

 

         (1)      the amount by which the aggregate amount of Accrued Bond

                  Interest on the Insured Bonds on that Payment Date exceeds the

                  portion of Available Funds otherwise allocable to the Class

                  A-3 Bonds; and

 

         (2)      (i) with respect to any Payment Date that is not the Final

                  Scheduled Payment Date, the Allocated Realized Loss Amount for

                  such Payment Date, to the extent not previously paid pursuant

                  to this Surety Bond or otherwise reimbursed to the Indenture

                  Trustee; and

 

                  (ii)     on the Final Scheduled Payment Date, the aggregate

                  outstanding Bond Principal Balance of the Insured Bonds to the

                  extent otherwise not paid on that date.

 

The term "Allocated Realized Loss Amount" means, with respect to any Payment

Date and Insured Bonds, the sum of (1) the amount of any Realized Losses that

would be allocated on

 

 

 

Form 9133

Page 1 of 5

 

<PAGE>

 

 

Financial Guaranty Insurance Company

125 Park Avenue

New York, New York 10017

(212) 312-3000

(800) 352-0001

 

 

SURETY BOND

 

 

such Payment Date to reduce (other than by payment in respect of principal) the

Bond Principal Balance of the Insured Bonds on such Payment Date, if no payment

were made under this Surety Bond, and (2) the Allocated Realized Loss Amount

from the preceding Payment Date, to the extent such Allocated Realized Loss

Amount was not the basis for a previous claim for payment under this Surety

Bond.

 

The term "Final Scheduled Payment Date" for the Insured Bonds means the Payment

Date occurring in August 2035.

 

Financial Guaranty will pay a Deficiency Amount with respect to the Insured

Bonds by 12:00 noon (New York City Time) in immediately available funds to the

Indenture Trustee on the later of (i) the second Business Day following the

Business Day on which Financial Guaranty shall have received Notice that a

Deficiency Amount is due in respect of the Insured Bonds, and (ii) the Payment

Date on which the related Deficiency Amount is payable to the Bondholders

pursuant to the Indenture, for payment to the Bondholders in the same manner as

other payments with respect to the Insured Bonds are required to be made. Any

Notice received by Financial Guaranty after 12:00 noon New York City time on a

given Business Day or on any day that is not a Business Day shall be deemed to

have been received by Financial Guaranty on the next succeeding Business Day.

 

Upon payment of a Deficiency Amount hereunder, Financial Guaranty shall be fully

subrogated to the rights of the Bondholders to receive the amount so paid.

Financial Guaranty's obligations with respect to the Insured Bonds hereunder

with respect to each Payment Date shall be discharged to the extent funds

consisting of the related Deficiency Amount are received by the Indenture

Trustee on behalf of the Bondholders for payment to such Bondholders, as

provided in the Indenture and herein, whether or not such funds are properly

applied by the Indenture Trustee.

 

If any portion or all of any amount that is insured hereunder that was

previously distributed to a Bondholder is recoverable and recovered from such

Bondholder as a voidable preference by a trustee in bankruptcy pursuant to the

U.S. Bankruptcy Code, pursuant to a final non-appealable order of a court

exercising proper jurisdiction in an insolvency proceeding (a "Final Order")

(such recovered amount, a "Preference Amount"), Financial Guaranty will pay on

the guarantee described in the first paragraph hereof, an amount equal to each

such Preference Amount by 12:00 noon on the next Payment Date after the second

Business Day following receipt by Financial Guaranty of (w) a certified copy of

the Final Order, (x) an opinion of counsel satisfactory to Financial Guaranty

that such order is final and not subject to appeal, (y) an assignment, in form

reasonably satisfactory to Financial Guaranty, irrevocably assigning to

Financial Guaranty all rights and claims of the Indenture Trustee and/or such

Bondholder relating to or arising under such Preference Amount and appointing

Financial Guaranty as the agent of the Indenture Trustee and/or such Bondholder

in respect of such Preference Amount, and (z) a Notice appropriately completed

and executed by the Indenture Trustee or such

 

 

 

Form 9133

Page 2 of 5

 

<PAGE>

 

 

Financial Guaranty Insurance Company

125 Park Avenue

New York, New York 10017

(212) 312-3000

(800) 352-0001

 

 

SURETY BOND

 

 

Bondholder, as the case may be. Such payment shall be made to the receiver,

conservator, debtor-in-possession or trustee in bankruptcy named in the Final

Order and not to the Indenture Trustee or Bondholder directly (unless the

Bondholder has previously paid such amount to such receiver, conservator,

debtor-in-possession or trustee named in such Final Order in which case payment

shall be made to the Indenture Trustee for payment to the Bondholder upon

delivery of proof of such payment reasonably satisfactory to Financial

Guaranty). Notwithstanding the foregoing, in no event shall Financial Guaran