Exhibit 99.2
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CERTIFICATE GUARANTY INSURANCE POLICY
OBLIGATIONS:
POLICY NUMBER:
490270
CWHEQ Home Equity Loan Trust, Series 2006-S10
Home Equity Loan Asset Backed Certificates, Series 2006-S10
Class A Certificates
MBIA
Insurance Corporation (the "Insurer"), in consideration of the
payment
of the premium and subject to the terms of this Certificate
Guaranty Insurance
Policy (this "Policy"), hereby unconditionally and irrevocably
guarantees to any
Owner that an amount equal to each full and complete Insured
Payment will be
received from the Insurer by The Bank of New York, or its
successors, as trustee
for the Owners (the "Trustee"), on behalf of the Owners, for
distribution by the
Trustee to each Owner of each Owner's proportionate share of the
Insured
Payment. The Insurer's obligations hereunder with respect to a
particular
Insured Payment shall be discharged to the extent funds equal to
the applicable
Insured Payment are received by the Trustee, whether or not such
funds are
properly applied by the Trustee. Insured Payments shall be made
only at the time
set forth in this Policy, and no accelerated Insured Payments shall
be made
regardless of any acceleration of the Obligations, unless such
acceleration is
at the sole option of the Insurer.
Notwithstanding the foregoing paragraph, this Policy does not
cover
shortfalls, if any, attributable to the liability of the Trust, any
REMIC or the
Trustee for withholding taxes, if any (including interest and
penalties in
respect of any such liability for withholding taxes).
The
Insurer will pay any Insured Payment that is a Preference Amount on
the
Business Day following receipt on a Business Day by the Fiscal
Agent (as
described below) of (a) a certified copy of the order requiring the
return of a
preference payment, (b) an opinion of counsel satisfactory to the
Insurer that
such order is final and not subject to appeal, (c) an assignment in
such form as
is reasonably required by the Insurer, irrevocably assigning to the
Insurer all
rights and claims of the Owner relating to or arising under the
Obligations
against the debtor which made such preference payment or otherwise
with respect
to such preference payment and (d) appropriate instruments to
effect the
appointment of the Insurer as agent for such Owner in any legal
proceeding
related to such preference payment, such instruments being in a
form
satisfactory to the Insurer, provided that if such documents are
received after
12:00 noon, New York City time, on such Business Day, they will be
deemed to be
received on the following Business Day. Such payments shall be
disbursed to the
receiver or the trustee in bankruptcy named in the final order of
the court
exercising jurisdiction on behalf of the Owner and not to any Owner
directly
unless such Owner has returned principal or interest paid on the
Obligations to
such receiver or trustee in bankruptcy, in which case such payment
shall be
disbursed to such Owner.
The
Insurer will pay any other amount payable hereunder no later than
12:00
noon, New York City time, on the later of the Distribution Date on
which the
related Deficiency
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Amount is due or the third Business Day following receipt in New
York, New York
on a Business Day by U.S. Bank Trust National Association, as
Fiscal Agent for
the Insurer, or any successor fiscal agent appointed by the Insurer
(the "Fiscal
Agent"), of a Notice (as described below), provided that if such
Notice is
received after 12:00 noon, New York City time, on such Business
Day, it will be
deemed to be received on the following Business Day. If any such
Notice received
by the Fiscal Agent is not in proper form or is otherwise
insufficient for the
purpose of making claim hereunder, it shall be deemed not to have
been received
by the Fiscal Agent for purposes of this paragraph, and the Insurer
or the
Fiscal Agent, as the case may be, shall promptly so advise the
Trustee and the
Trustee may submit an amended Notice.
Insured Payments due hereunder, unless otherwise stated herein,
will be
disbursed by the Fiscal Agent to the Trustee on behalf of the
Owners by wire
transfer of immediately available funds in the amount of the
Insured Payment
less, in respect of Insured Payments related to Preference Amounts,
any amount
held by the Trustee for the payment of such Insured Payment and
legally
available therefor.
The
Fiscal Agent is the agent of the Insurer only, and the Fiscal
Agent
shall in no event be liable to Owners for any acts of the Fiscal
Agent or any
failure of the Insurer to deposit, or cause to be deposited,
sufficient funds to
make payments due under this Policy.
Subject to the terms of the Agreement, the Insurer shall be
subrogated to
the rights of each Owner to receive payments under the Obligations
to the extent
of any payment by the Insurer hereunder.
As
used herein, the following terms shall have the following
meanings:
"Agreement" means the Pooling and Servicing Agreement dated as of
December
1, 2006 among CWHEQ, Inc., as Depositor, Countrywide Home Loans,
Inc., as
Seller, Park Granada LLC, as Seller, Park Monaco Inc., as Seller,
Park Sienna
LLC, as Seller, Countrywide Home Loans Servicing LP, as Master
Servicer, and the
Trustee, as trustee, wit
