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Exhibit 10.17
REINSURANCE AGREEMENT
REINSURED: Commonwealth Mortgage Assurance Company
REINSURER: Capital Reinsurance Company
COVERED
AGREEMENT: The Quota Share Primary Mortgage Reinsurance Cover (the
"Covered Agreement") dated January 1, 1994 between the
Reinsured and Capital Mortgage Reinsurance Company ("CMRC").
TERM: This Reinsurance Agreement (the "Agreement") shall be
effective January 1, 1994, and shall remain in effect until
(i) canceled as provided for below, (ii) all liability of
CMRC under the Covered Agreement shall have expired, been
commuted, or been released, whichever occurs first, or (iii)
terminated by virtue of and concurrently with the
termination of the Covered Agreement.
REINSURANCE
COVERAGE: If CMRC fails to pay any Loss to the Reinsured as a result
of CMRC's insolvency, then subject to the Reinsurer's Limit
of Liability hereunder, the Reinsurer shall be liable to and
will reimburse the Reinsured for one hundred percent (100%)
of such Loss.
LIMIT OF
LIABILITY: The Reinsurer's limit of liability to the Reinsured for
Loss hereunder shall not exceed CMRC's limit of liability
under the Covered Agreement.
INSOLVENCY: As used herein, the term "insolvency" means:
(a) a "delinquency proceeding" as that term is defined and
used in the NAIC Insurers Supervision, Rehabilitation and
Liquidation Model Act (the "Act") (see Section 3D of the
Act) as enacted in any state or any substantially similar
enacted state law, or
(b) any supervisory, rehabilitation, insolvency, or
liquidation proceeding under any state laws of similar
import and intention to that of the Act or the Uniform
Insurers Liquidation Act, or
(c) any supervisory, rehabilitation, insolvency, or
liquidation laws of any other jurisdiction.
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CMRC would be insolvent only if a proceeding under one of the
above laws resulted in an order of a court or an insurance
regulator in its jurisdiction of domicile: (i) which prevented
CMRC from paying reinsurance proceeds in full to the Reinsured,
as reinsurance becomes due and payable under the terms of the
Covered Agreement, without any deferral, acceleration or other
change in timing because of the effect of the legal proceeding;
or (ii) which delayed or otherwise limited the ability of CMRC to
perform its obligations to other reinsureds under its reinsurance
agreements generally. Each of the above laws are as amended from
time to time.
PREMIUM: The Reinsured shall pay to the Reinsurer as premium the sum of
$500 on the date this Agreement is executed.
TERMINATION: The Reinsured shall have the right to terminate this Agreement on
a cut-off basis.
(a) by at least ninety (90) days prior written notice to the
Reinsurer in the event the Reinsured receives written notice from
Xxxxx'x Investors Services, Inc. ("Xxxxx'x") that Xxxxx'x no
longer requires this Agreement for maintenance of the Reinsured's
Xxxxx'x rating of Aa3; or
(b) by providing at least ninety (90) days prior written notice
to the Reinsurer as any December 31.
The Reinsurer shall have no liability to the Reinsured hereunder
for any Loss with a date of loss on or after the date of
termination of this Agreement.
LOSS
PAYMENTS: At the end of each calendar quarter, the Reinsured shall submit
to the Reinsurer satisfactory proof of loss for all Loss paid by
the Reinsurer under the Covered Agreement and the Loss actually
due to the Reinsured under this Agreement for such quarter. The
Reinsurer shall remit to the Reinsured the amount of Loss
recoverable from it under this Agreement within ten (10) days of
receipt of such quarterly proof of Loss.
REPORTS: Quarterly as mutually agreed between the Reinsured and the
Reinsurer.
EXCLUSIONS: As per the Covered Agreement.
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DEFINED TERMS: All terms not otherwise defined herein shall have the meaning
given to them in the Covered Agreement.
KEY DEFINITIONS
AND CLAUSES: Follow the Fortunes Clause,
Offset Clause,
Errors and Omissions Clause,
Inspections Clause,
Service of Suit Clause,
Insolvency Clause,
Arbitration Clause,
Assignment Clause,
Notices Clause,
Waiver Clause,
Governing Law Clause (New York)
WORDING: As agreed.
Agreed to and accepted by:
REINSURED: Commonwealth Mortgage Assurance Company
By: /s/ [illegible]
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Date 5/24/94
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REINSURER: Capital Reinsurance Company
By: /s/ [illegible]
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Date: 5/24/94
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