CREDIT INSURANCE POLICY OLD REPUBLIC INSURANCE COMPANY GREENSBURG, PENNSYLVANIA A STOCK COMPANYInsurance Agreement |
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Search Insurance Agreement by:
Exhibit 99.3
No. V 10
Renewal of
Policy No. _______________
CREDIT
INSURANCE POLICY
OLD REPUBLIC
INSURANCE COMPANY
GREENSBURG, PENNSYLVANIA
A STOCK
COMPANY
(hereinafter
called the Company)
In consideration of the stipulations and provisions hereinafter set forth and
of
the premium hereinafter specified, does insure The Bank of New York, as Trustee
for the Holders of CWHEQ, Inc. Home Equity Loan Asset Backed Certificates,
Series 2006-S5 and Financial Guaranty Insurance Company, a corporation
organized
under the laws of New York, hereinafter called the Assured, whose address is
New
York, New York, against loss (only as herein defined and limited) due to
Default
by a Borrower from the Assured in the repayment to the Assured of Loans
evidenced by Eligible Notes, reported to the Company and insured hereunder
which
were made to finance the alteration, repair, conversion, improvement or
modernization of real property.
This Policy shall be effective from the 1st day of September, 2006, at 12:01
A.M. at the place of business of the Assured and shall remain in force
continuously until cancelled. The coverage afforded by this Policy shall attach
to a particular loan coincident with the actual disbursement by the Assured of
the Loan during such period.
The Assured shall pay the Company a premium calculated upon the entire term of
the Note at the rate of [As Assured Hereunder]% per annum of the net proceeds
(as hereinafter defined) of any Loan reported for insurance, which premium
shall
be payable within 15 days after the close of the month in which the Loan is made
or purchased. In computing the premium, no charge shall be made for a
fractional
period of a month consisting of 15 days or less and a charge for a full month
shall be made for a fractional period of a month consisting of more than 15
days.
Loans shall be reported to the Company for insurance on the form prescribed by
the Company within 15 days after the close of the month in which the Loan is
made or purchased.
The Company's liability for loss with respect to any Insured Loan or Loans to
an
individual Borrower who defaults to the Assured hereunder shall be limited to
five thousand dollars ($5,000.00) unless a higher limit is specifically
approved
by the Company and is endorsed hereon. The Company's maximum cumulative
liability for Loss under this Policy is further limited to ten percent (10%) of
the Aggregate net proceeds of loans insured hereunder made by the Assured
during
the 12 month period immediately following the effective date of this Policy and
during each succeeding 12 month period in which this Policy is in full force
and
effect. The Company's maximum liability under this Policy shall in no event
exceed $75,375,690 during each such 12 month period.
This Policy is made and accepted subject to the foregoing provisions and
stipulations and those hereinafter stated which are hereby made part of this
Policy, together with such other provisions, stipulations and agreements as may
be added hereto, as provided in this Policy.
IN WITNESS WHEREOF, the Company has duly executed these presents; but this
Policy shall not be valid unless countersigned by a duly authorized
representative of the Company.
Countersigned this 26th day of September, 2006 _________________________
President
OLD REPUBLIC INSURANCE COMPANY
_________________________
Secretary
By:_____________________________
Authorized Representative
ICS--1C-Rev. 8/59 01/06
<PAGE>
PROVISIONS AND
STIPULATIONS
1. DEFINITIONS
a.
"Loan" means an advance of funds, or the purchase of an
obligation,
evidenced by an Eligible Note,
the proceeds of which have been or are
to be used for the alteration,
repair, conversion, improvement or
modernization of real property
located within the continental limits
of the United States of
America.
b.
"Eligible Note" or "Note" means any written evidence
of obligation,
including a note, bond,
mortgage or indenture which:
(1) Bears the genuine signature of the Borrower
and all other parties
to the instrument, is
complete and regular on its face, and is
valid and enforceable
against the Borrower; and
(2) Contains an acceleration clause which
provides for acceleration
of maturity either
automatically or at the option of the holder,
in the event of default in
payment of any installment upon the
due date thereof; and
(3) Contains payment and maturity requirements
meeting the following
specifications: The Note
shall be payable in approximately equal
monthly installments, the
first of which shall fall due within
six months and the last
within sixty months and 32 days from the
date of the Note. If the
principal income of the Borrower is
derived from a seasonal operation
or business, the Note may be
made payable in
installments corresponding with the seasonal
variation in Borrower's
income shown on his application for
credit; provided the first
installment is payable within twelve
months of the date of the
Note; and further provided that the sum
of installments to be paid
in any year subsequent to the first
year shall not be greater
than the proportion of the total debt
which is to be paid in the
first year; and further provided that
a token payment is due in
each off-season month; and
(4) Is for an amount such that the net proceeds,
as defined below, of
such note plus the then
unpaid net proceeds of any other loans
insured by the Company
made by the Assured to the individual
Borrower making the note
are not in excess of $5,000.00, except
that specified notes for
greater amounts may be insured hereunder
upon endorsement of this
policy specifically insuring such notes.
c.
"Borrower" means one, whether individual, partnership,
corporation or
other legal entity, who applies
for and receives a Loan, evidenced by
an Eligible Note, and whose
interest in the real property to be
improved is:
(1) A fee title; (2) a life estate; (3) a
leasehold estate having a
fixed term expiring after
the maturity of the Note; or (4) an
equitable interest under a
contract or deed of trust to create an
interest in real property
of the character described in (1), (2)
or (3). No such person
shall be accepted by the Assured as a
Borrower if such person is
past due more than fifteen days as to
the payment of an
obligation owed the Assured or any obligation
insured by the Company or
is past due more than thirty days as to
the payment of any other
indebtedness evidenced by a note, bond
or contract signed by such
person and the Assured through its
usual credit investigation
is placed on notice of such fact or
facts, unless other circumstances known to
the Assured make a
loan to such person a
credit risk acceptable to a prudent lender.
d.
"Payment" or "Installment" means a deposit by the
Borrower with the
Assured of funds which
represent the full or partial repayment of a
Loan according to the terms of
the Note evidencing such Loan.
e.
"Default" means the failure of the Borrower to make any
payment to the
Assured at the time and in the
manner and amount specified in the Note
evidencing the Loan.
f.
"Date of Default" means the earliest date upon which an
installment or
payment was due which was not
paid by the Borrower according to the
terms of the Note.
g.
"Loss" means the amount payable to the Assured by the Company
as
provided in paragraph 5 hereof.
h.
"Net Proceeds" means the amount of the loan actually made or
the
purchase price of the note,
exclusive of finance charges, fees, and
other deductions.
2. CONDITIONS PRECEDENT TO RECOVERY
Prior to making a Loan, the Assured
shall obtain a dated credit application
fully executed by the Borrower. The
credit application supplemented by such
other information as the Assured
deems necessary, must, in the judgment of
the Assured, clearly show the
Borrower to be solvent, with reasonable
ability to repay the Loan, and in
other respects a reasonable credit risk.
If, after the Loan is made, the Assured
discovers any material
misstatements in the credit
application, or misuse of the proceeds of the
Loan by the Borrower, the Assured
shall promptly report such discovery to
the Company.
The Assured shall exercise due
diligence in disbursing proceeds of loans
and in effecting collections and
shall service its Loans in accordance with
acceptable practices of prudent
lending institutions.
All payments received on account of
the Note, except late charges, must be
applied to the maturing installments
in their order, except that any sum
received by the Assured in excess of
three advanced monthly payments shall
be credited to the final
installments in the absence of specific written
instructions from the Borrower to do
otherwise.
Claim may be made after Default
provided written demand has been made on
the Borrower for the full unpaid
balance of the Note. The Company reserves
the right to require the Assured to
reduce the Note to judgment subject to
the limitations of the terms of the
Note.
3. NOTICE OF DEFAULT AND FILING OF CLAIMS FOR LOSS
Should a Default continue for a
period of 90 days, notice thereof must be
filed with the Company monthly
thereafter, on the form prescribed by the
Company until the Default is cured
or a claim of Loss filed. A claim for
Loss may be filed as to an
individual Loan at any time after Default but in
no event later than six months after
Default unless the Company shall grant
an extension of the claim period in
writing. Claims shall be filed on Proof
of Loss forms provided by the
Company, which shall include an assignment of
the Assured's interest in the
defaulted Note to the Company or such other
person as may be designated by the
Company as assignee.
<PAGE>
4. PAYMENT OF LOSS
All adjusted claims shall be paid or
made good within thirty days after
presentation of satisfactory
evidence of Loss to the Company.
5. LIMIT OF LOSS
In addition to the limitations
heretofore set out, the Company shall be
obligated to pay hereunder only the
full unpaid balance of the Note or of
the actual purchase price thereof,
whichever is lesser, less the unearned
discount thereon, plus
a.
uncollected earned interest to date of Default and interest at the
rate of 4% per annum from the
date of Default to the date of
presentation of Proof of Loss;
plus
b.
uncollected court costs (including fees paid for issuing, serving and
filing summons); plus
c.
attorneys' fees actually paid, not exceeding:
(1) 25 percent of the amount collected by the
attorney on the
defaulted Note provided
the Assured does not waive its claim
against the Borrower for
such fees, plus
(2) $25.00 or 15 percent of the balance due on
the Note, whichever is
the lesser, if a judgment
is secured by suit, or $10.00 or 15
percent of the balance due
on the Note, whichever is the lesser,
if a judgment is secured
by confession after default; plus
(3) $50.00 plus 5 percent of the balance due on
the Note as an
additional fee where the
action is contested and judgment is
obtained;
less any part of the foregoing
amounts which the Assured has collected from
others, or which the Assured can
collect from a reserve or holdback funds
in its hands.
6. SUBROGATION
In the event of any payment under this
Policy, the Company shall be
subrogated to all of the Assured's
rights of recovery against the Borrower
and any other person or organization
liable under the terms of the
defaulted Note and against any
reserve or holdback funds in its hands, and
the Assured shall execute and
deliver at the request of the Company
instruments and papers and do
whatever else is necessary to transfer,
assign and secure such rights. The
Assured shall do nothing after Loss to
prejudice such rights, and the
execution by the Assured of a release or
waiver of the right to collect the
unpaid balance of a Loan shall equally
release the Company from any further
obligation under this Policy as to
said Loan, anything in this Policy
to the contrary notwithstanding.
7. TRANSFER OR PREPAYMENT OF LOANS REPORTED FOR INSURANCE
All liability under this Policy with
respect to any individual loan shall
terminate upon sale or transfer
(including without limiting the generality
of application of this section,
transfers pursuant to, or resulting from
merger or consolidation of the
Assured with any other corporation or
company) of such loan, or the note
evidencing same, to any transferee not
holding a similar Policy issued by
the Company.
Such sales or transfers may be made
to a transferee holding a similar
Policy issued by the Company only
with the prior written approval of the
Company. In the event of such a sale
or transfer, the continuing liability
of the Company to the transferee with regard to the loan or loans sold
or
transferred shall be ten percent of
the aggregate unpaid balance of the net
proceeds of such loan or loans at
the time of transfer or sale, and the
aggregate limit of liability of the
Company to the Assured hereunder shall
be reduced by an equal amount.
In no event will the Company refund
any premium to the Assured upon the
sale or transfer of any loan or
loans insured hereunder.
Nothing contained herein shall be
construed to prevent the pledging of such
loans, or the notes evidencing the
same, as collateral security under a
bona fide loan agreement.
In the event that the Borrower shall
prepay an eligible loan for which the
required premium has been paid by
the Assured to the Company, upon receipt
of a report of such prepayment and
application for premium refund on the
form prescribed by the Company, the
Company shall return to the Assured a
premium refund calculated according
to the sum-of-the-digits method, and
the aggregate cumulative liability
of the Company hereunder shall be
reduced by ten percent of the
original net proceeds of said loan.
8. REPORTS AND EXAMINATION
The Company may at any time call
upon the Assured for such reports as it
may deem necessary and may inspect
the books or the Accounts of the Assured
as they pertain to the Loans
reported for insurance hereunder. All Loans
reported to the Company for
insurance hereunder shall be identified by
methods satisfactory to the Company
on the records of the Assured.
9. AMENDMENTS
Notice to any agent or knowledge
possessed by any agent or by any other
person shall not effect a waiver or
a change in any part of this Policy or
estop the Company from asserting any
right under the terms of this Policy.
The terms of this Policy may be
waived or changed only after written
approval of the Company and by an
endorsement signed on behalf of the
Company by its President, Vice
President or Secretary and countersigned by
a duly authorized representative of
the Company.
10. MISREPRESENTATION AND FRAUD
The Policy shall be void if the
Assured has concealed or misrepresented any
material fact or circumstance
concerning this insurance or the subject
thereof or in case of any fraud,
attempted fraud or false swearing by the
Assured touching any matter relating
to this insurance or the subject
thereof whether before or after a
loss, or if the Assured shall make any
claim which is false or fraudulent
either in amount or otherwise.
11. OTHER INSURANCE
If at the time of Loss or Default
there is any other valid and collectible
insurance which would attach if this
insurance had not been effected, this
insurance shall apply only as excess
and in no event as contributing
insurance, and then only after all
other insurance has been exhausted.
<PAGE>
12. ASSIGNMENT OF POLICY
This Policy shall be void if
assigned or transferred without the written
consent of this Company, whether
such transfer be voluntary or involuntary.
13. SUIT AGAINST COMPANY
No suit, action or proceeding for
the






