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 Guaranty
be (i) required to make any payment under
this Surety Bond in respect of any
Preference Amount to the extent such
Preference Amount is comprised of amounts
previously paid by Financial Guaranty
hereunder, or (ii) obligated to make any
payment in respect of any Preference
Amount, which payment represents a payment
of the pri
