COUNTRYWIDE HOME LOANS, INC. Administrator CWHEQ REVOLVING HOME EQUITY LOAN TRUST, SERIES 2007-G Trust THE BANK OF NEW YORK Indenture Trustee ADMINISTRATION AGREEMENT Dated as of August 15, 2007 REVOLVING HOME EQUITY LOAN ASSET BACKED NOTES, SERIES 2007-G
EXHIBIT
99.5
EXECUTION
COPY
COUNTRYWIDE
HOME LOANS, INC.
Administrator
CWHEQ
REVOLVING HOME EQUITY LOAN TRUST,
SERIES
2007-G
Trust
THE
BANK
OF NEW YORK
Indenture
Trustee
____________________________________________
Dated
as
of August 15, 2007
____________________________________________
REVOLVING
HOME EQUITY LOAN ASSET BACKED NOTES,
SERIES
2007-G
Table
of Contents
|
SECTION
1
|
DEFINITIONS
AND RULES OF CONSTRUCTION
|
1
|
|
SECTION
2
|
DUTIES
OF ADMINISTRATOR
|
1
|
|
SECTION
3
|
COMPENSATION
AND INDEMNITY
|
4
|
|
SECTION
4
|
INDEPENDENCE
OF ADMINISTRATOR.
|
5
|
|
SECTION
5
|
NO
JOINT VENTURE
|
5
|
|
SECTION
6
|
OTHER
ACTIVITIES OF ADMINISTRATOR
|
5
|
|
SECTION
7
|
TERM
OF AGREEMENT; RESIGNATION AND REMOVAL OF ADMINISTRATOR
|
5
|
|
SECTION
8
|
ACTION
UPON TERMINATION, RESIGNATION, OR REMOVAL
|
6
|
|
SECTION
9
|
NOTICES
|
6
|
|
SECTION
10
|
PAYMENT
AND INDEMNITY OF THE INDENTURE TRUSTEE
|
7
|
|
SECTION
11
|
AMENDMENTS
|
7
|
|
SECTION
12
|
SUCCESSORS
AND ASSIGNS
|
8
|
|
SECTION
13
|
GOVERNING
LAW
|
8
|
|
SECTION
14
|
HEADINGS
|
8
|
|
SECTION
15
|
COUNTERPARTS
|
8
|
|
SECTION
16
|
SEVERABILITY
|
8
|
|
SECTION
17
|
NOT
APPLICABLE TO COUNTRYWIDE HOME LOANS, INC. IN OTHER
CAPACITIES.
|
8
|
|
SECTION
18
|
LIMITATION
OF LIABILITY OF OWNER TRUSTEE AND INDENTURE TRUSTEE
|
8
|
|
SECTION
19
|
LIMITATION
OF LIABILITY OF ADMINISTRATOR AND STANDARD OF CARE
|
9
|
|
SECTION
20
|
THIRD-PARTY
BENEFICIARY
|
9
|
THIS
ADMINISTRATION AGREEMENT, dated as of August 15, 2007 (the
“Agreement”), among COUNTRYWIDE HOME LOANS, INC., a
New York corporation (the “Administrator”), CWHEQ
REVOLVING HOME EQUITY LOAN TRUST, SERIES 2007-G, a Delaware statutory trust
(the
“Trust”) and THE BANK OF NEW YORK (the
“Indenture Trustee”),
WITNESSETH:
WHEREAS,
the Trust was created pursuant to the Trust Agreement; and
WHEREAS,
the Trust is issuing Notes pursuant to the Indenture of even date with this
Agreement (“Indenture”) between the Trust and the
Indenture Trustee and is issuing Certificates pursuant to the Trust Agreement;
and
WHEREAS,
pursuant to the Indenture, the Sale and Servicing Agreement, and the Trust
Agreement (the “Related Agreements”), the Trust, the
Owner Trustee, and the Indenture Trustee are required to perform certain duties
referred to in the Related Agreements; and
WHEREAS,
the Trust and the Indenture Trustee want to appoint the Administrator to perform
those duties and to provide certain additional services that the Trust, the
Owner Trustee, or the Indenture Trustee and the Administrator may agree
to;
NOW,
THEREFORE, the parties agree as follows.
Section
1. Definitions and Rules of Construction.
Capitalized
terms used in this Agreement that are not otherwise defined have the meanings
given to them in the Master Glossary of Defined Terms. In addition, Section
1.04
(Rules of Construction) of the Indenture is incorporated by reference with
appropriate substitution of this Agreement for references in that Section to
the
Indenture so that the language of that Section will read appropriately as
applying to this Agreement.
Section
2. Duties of Administrator.
(a) Duties
Regarding Related Agreements. The Administrator agrees to perform all of
the following duties of the Trust and the Owner Trustee under the Related
Agreements:
(i) determine
on behalf of the Trust whether any conditions precedent to the conveyance of
the
Mortgage Loans, the issuance of the Notes, or any other action under the Related
Agreements has been satisfied;
(ii) deliver
Notes executed by the Trust to the Indenture Trustee for authentication and
delivery under Section 2.02 of the Indenture;
(iii) deliver
definitive Notes to the Indenture Trustee for authentication under
Section 2.10 of the Indenture pursuant to written instructions of the
Trust;
1
(iv) cause
each Paying Agent other than the Indenture Trustee to execute and deliver to
the
Indenture Trustee the instrument specified in Section 3.03 of the Indenture
regarding funds held in trust;
(v) whenever
the Trust has appointed a Paying Agent other than the Indenture Trustee, direct
the Indenture Trustee to deposit with that Paying Agent, not later than each
Payment Date, an aggregate sum sufficient to pay the amounts then becoming
due
under Section 3.01 of the Indenture;
(vi) take
all appropriate action on behalf of the Trust regarding preservation of the
Trust’s qualification to do business in each jurisdiction in which qualification
to do business is necessary to protect the validity and enforceability of the
Indenture, the Notes, the Collateral, and each other material agreement of
the
Trust;
(vii) take
all appropriate action on behalf of the Trust regarding the preparation or
review of supplements and amendments to the Indenture, Financing Statements,
Continuation Statements, instruments of further assurance, and other instruments
relating to the Collateral under Section 3.05 of the Indenture;
(viii) on
receipt, pursuant to Section 3.07(b) of the Indenture, of an Officer’s
Certificate designating a person with whom the Trust has contracted to perform
its duties under the Indenture, promptly deliver notice of that designation
to
the Indenture Trustee;
(ix) coordinate
delivery of the Officer’s Certificate, Opinion of Counsel, Independent
Certificates, and other documents that may be required for the release of the
Collateral under Section 4.04 of the Indenture in accordance with written
instructions of the Trust;
(x)
deliver written notice of an Incipient Default, pursuant to Section 5.01 of
the
Indenture, to the Indenture Trustee promptly upon receipt of written notice
of
its occurrence;
(xi) furnish
to the Indenture Trustee the names and addresses of Noteholders under Section
7.01 of the Indenture when the Indenture Trustee is not the Note
Registrar;
(xii) perform
the obligations of the Issuer under Section 7.03 of the Indenture;
(xiii) mail
notice of a supplemental indenture to the Noteholders whenever a copy of one
is
received;
(xiv) deliver
to the Indenture Trustee notice of any agreements regarding alternative payment
and notice provisions under Section 11.06 of the Indenture;
and
(xv) effect
the filings required of it under Section 2.08 of the Sale and Servicing
Agreement.
2
In
furtherance of the foregoing, the Administrator shall consult with the Owner
Trustee as the Administrator deems appropriate regarding the duties of the
Trust
and the Owner Trustee under the Related Agreements. The Administrator shall
monitor the performance of the Trust and the Owner Trustee and shall perform
any
action necessary to comply with the Trust’s or the Owner Trustee’s duties under
the Related Agreements, unless it is instructed otherwise by the Owner Trustee.
The Administrator shall prepare for execution by the Owner Trustee all
documents, reports, filings, instruments, certificates, and opinions that the
Trust or the Owner Trustee is required to prepare, file, or deliver pursuant
to
the Related Agreements.
(b)
Additional Duties.
(i) The
Administrator shall cooperate with any firm of independent public accountants
engaged by the Trust.
(ii) In
carrying out any of its other obligations under this Agreement, the
Administrator may use any of its affiliates, so long as the terms of their
engagement are consistent with any written directions of the Trust and are,
in
the Administrator’s opinion, no less favorable to the Trust than terms of
engagement that would be available from unaffiliated parties. If reasonably
necessary to carry out duties or other obligations contemplated by this
Agreement, the Administrator may engage counsel, agents, or attorneys-in-fact.
The Administrator shall be not responsible for the acts or omissions of any
counsel, agents, or attorneys-in-fact that were selected with reasonable
care.
(iii) In
addition to the above duties of the Administrator, the Administrator shall
perform such calculations and shall prepare for execution by the Trust or the
Owner Trustee all documents, reports, filings, instruments, certificates, and
opinions that the Trust or the Owner Trustee is required to prepare, file,
or
deliver pursuant to state and federal tax and securities laws.
(iv) The
Administrator shall furnish to the Owner Trustee any additional information
regarding the Trust or the Related Agreements the Owner Trustee reasonably
requests.
(v) The
Administrator agrees to perform the obligations imposed on the “Administrator”
under the Trust Agreement.
(vi) The
Administrator shall prepare and deliver the Officer’s Certificate pursuant to
Section 3.09 of the Indenture.
(c)
Non-Ministerial Matters.
3
(i) Notwithstanding
anything to the contrary in this Agreement, the Administrator shall not take
any
action on the following matters without prior written instructions from the
Trust (or the consent of the Owner Trustee):
(1) approve
any amendment or any supplement to the Indenture;
(2) initiate
any claim or lawsuit by the Trust or approve the compromise of any action,
claim, or lawsuit brought by or against the Trust (other than in collecting
the
Collateral);
(3) change
in any way the Related Agreements;
(4) appoint
successor Note Registrars, successor Paying Agents, or successor Indenture
Trustees pursuant to the Indenture, or appoint successor Administrators or
successor Master Servicers under the Sale and Servicing Agreement, or consent
to
the assignment by the Note Registrar, Paying Agent, or Indenture Trustee of
its
obligations under the Indenture; or
(5) remove
the Indenture Trustee.
(ii) Notwithstanding
anything to the contrary in this Agreement, the Administrator shall not be
obligated to take any action that the Trust directs the Administrator in writing
not to take.
(d)
Records. The Administrator shall maintain appropriate books of account
and records as required by law or the Related Agreements relating to the Trust
and relating to the Administrator’s services performed under this Agreement.
These books of account and records shall be accessible for inspection on written
request by the Trust or the Owner Trustee at any time during normal business
hours.
Section
3. Compensation and Indemnity.
(a) As
compensation for the performance of the Administrator’s obligations under this
Agreement and as reimbursement for its expenses related to this Agreement,
the
Administrator shall be entitled to $200 per month which shall be solely an
obligation of the Trust. The Administrator may, with prior written notice to
the
Trust, the Transferor, the Master Servicer, the Indenture Trustee, and the
Owner
Trustee, waive its rights to compensation under this Agreement and Countrywide
Home Loans, Inc., as the initial Administrator, hereby gives written notice
to
the Trust, the Transferor, the Master Servicer, the Indenture Trustee, and
the
Owner Trustee that until further written notice to the contrary, Countrywide
Home Loans, Inc. waives its right to receive compensation under this
Agreement.
(b) The
Trust shall indemnify the Administrator, its affiliates, officers, directors,
shareholders, agents, and employees against expenses, losses, damages,
liabilities, demands, charges, and claims of any nature (including the
reasonable fees and expenses of counsel and other experts) arising from any
acts
or omissions performed or omitted by the Administrator, its
4
affiliates,
directors, officers, shareholders, agents, or employees in good faith in its
capacity as Administrator under this Agreement and without willful misfeasance,
negligence, or reckless disregard of its duties under this
Agreement.
(c) The
Administrator shall indemnify the Owner Trustee, its affiliates, officers,
directors, shareholders, agents, and employees against any losses, liabilities,
or expenses incurred without negligence or bad faith on their part, arising
out
of or in connection with the Administrator’s acceptance or administration of the
transactions contemplated by this Agreement or the Related Agreements or the
failure by the Administrator to perform its obligations in accordance with
this
Agreement or the Related Agreements, including the reasonable costs and expenses
of defending themselves against any claim or liability in connection with the
performance of the Administrator under this Agreement.
Section
4. Independence of Administrator.
For
all
purposes of this Agreement, the Administrator is an independent contractor
and
is not subject to the supervision of the Trust or the Owner Trustee as to the
manner in which it performs its obligations under this Agreement. Unless
expressly authorized in this Agreement or by the Trust, the Administrator has
no
authority to act for or represent the Trust or the Owner Trustee in any way
and
is not otherwise an agent of the Trust or the Owner Trustee.
Section
5. No Joint Venture.
Nothing
contained in this Agreement (i) shall constitute the Administrator and
either of the Trust or the Owner Trustee as members of any partnership, joint
venture, association, syndicate, unincorporated business, or other separate
entity, (ii) shall be construed to impose any liability as such on any of
them, or (iii) shall confer on any of them any express, implied, or
apparent authority to incur any obligation or liability on behalf of the
others.
Section
6. Other Activities of Administrator.
Nothing
in this Agreement shall prevent the Administrator or its affiliates from
engaging in other businesses or, in its sole discretion, from acting in a
similar capacity as an administrator for any other person or entity even though
that person or entity may engage in business activities similar to those of
the
Trust, the Owner Trustee, or the Indenture Trustee.
Section
7. Term of Agreement; Resignation and Removal of
Administrator.
(a) This
Agreement shall continue in force until the termination of the Sale and
Servicing Agreement, when this Agreement shall automatically
terminate.
(b) Subject
to Section 7(e), the Administrator may resign under this Agreement on sixty
days written notice to the Trust.
(c) Subject
to Section 7(e), the Trust may remove the Administrator without cause on
sixty days written notice to the Administrator.
5
(d)
Subject to Section 7(e), at the sole option of the Trust, the Administrator
may be removed immediately on written notice of termination from the Trust
to
the Administrator if any of the following events occur:
(i) the
Administrator defaults in the performance of any of its duties under this
Agreement and, within ten days after notice of the default, either
(A) fails to cure it or (B) if the default cannot be cured in that
time period, fails to give any assurance of cure that is reasonably satisfactory
to the Trust; or
(ii) an
Insolvency Event occurs with respect to the Administrator.
If
an
Insolvency Event occurs, the Administrator shall notify the Trust and the
Indenture Trustee of the event within seven days after its
occurrence.
(e)
No resignation or removal of the Administrator pursuant to this Section shall
be
effective until (i) a successor Administrator has been appointed by the
Trust and (ii) the successor Administrator has assumed all the obligations
of the Administrator under this Agreement. The Trust shall use reasonable
efforts to appoint a successor Administrator promptly following any resignation
or removal. The appointment of any successor Administrator shall be effective
only after satisfaction of the Rating Agency Condition regarding the proposed
appointment.
(f)
The Owner Trustee shall not be required to assume the duties of the
Administrator under this Agreement or under the other Related
Agreements.
Section
8. Action upon Termination, Resignation, or
Removal.
Promptly
on the effective date of termination of this Agreement or the resignation or
removal of the Administrator pursuant to Section 7, the Administrator shall
be entitled to be paid all fees and reimbursable expenses accruing to it until
the date of termination, resignation, or removal. When this Agreement terminates
pursuant to Section 7, the Administrator shall forthwith deliver to the
Trust all property and documents relating to the Collateral then in the custody
of the Administrator. Upon the resignation or removal of the Administrator
pursuant to Section 7, the Administrator shall cooperate with the Trust and
take all reasonable steps requested to assist the Trust in making an orderly
transfer of the duties of the Administrator.
Section
9. Notices.
All
notices, demands, instructions, consents, and other communications required
or
permitted under this Agreement shall be in writing and signed by the party
giving the same and shall be personally delivered or sent by first class or
express mail (postage prepaid), national overnight courier service, or by
facsimile transmission or other electronic communication device capable of
transmitting or creating a written record (confirmed by first class mail) and
shall be considered to be given for purposes of this Agreement on the day that
the writing is
6
delivered
when personally delivered or sent by facsimile or overnight courier or three
Business Days after it was sent to its intended recipient if sent by first
class
mail. A facsimile has been delivered when the sending machine issues an
electronic confirmation of transmission. Unless otherwise specified in a notice
sent or delivered in accordance with the provisions of this Section, notices,
demands, instructions, consents, and other communications in writing shall
be
given to or made on the respective parties at their addresses indicated in
Related Documents (in the case of the initial Administrator, its address is
the
same as the address of the Master Servicer) or to any other address any party
provides to the other parties in writing.
Section
10. Payment and Indemnity of the Indenture
Trustee.
The
Master Servicer has agreed to pay the Indenture Trustee fees for its services
as
indenture trustee and to reimburse the Indenture Trustee for expenses pursuant
to a separate agreement with the Indenture Trustee. The Master Servicer agrees
to indemnify the Indenture Trustee and its officers, directors, employees,
and
agents against any loss, liability, or expense (including reasonable attorneys’
fees and expenses) incurred by it in connection with the administration of
this
trust not attributable to its negligence or bad faith.
The
Indenture Trustee shall notify the Master Servicer promptly of any claim for
which it may seek indemnity. Failure by the Indenture Trustee to so notify
the
Master Servicer shall not relieve the Master Servicer of its obligations under
this Section except to the extent the Master Servicer is prejudiced by the
failure. The Master Servicer will be entitled to participate in any
indemnifiable claim and to assume its defense with counsel reasonably
satisfactory to the Indenture Trustee. After the Master Servicer notifies the
Indenture Trustee of its election to assume the defense of the indemnifiable
claim, the Master Servicer will not be liable for any further legal expenses
of
the Indenture Trustee other than reasonable costs of investigation, except
that
the Indenture Trustee may have separate counsel and the Master Servicer shall
pay its fees and expenses if the Master Servicer is also a named party in the
proceeding and representation of both parties by the same counsel would be
inappropriate because of differing interests between them. After the notice
from
the Master Servicer to the Indenture Trustee, the Master Servicer will not
be
liable for the costs of any settlement of the action effected by the Indenture
Trustee without the consent of the Master Servicer. The Master Servicer’s
payment obligations to the Indenture Trustee pursuant to this Section shall
survive the termination of this Agreement or the earlier resignation or
discharge of the Indenture Trustee.
Section
11. Amendments.
This
Agreement may be amended from time to time by the Trust and the Administrator,
with the consent of the Owner Trustee and the Indenture Trustee, if the Rating
Agency Condition is satisfied. This Agreement may also be amended from time
to
time by the Trust and the Administrator, with the consent of the Owner Trustee,
the Indenture Trustee, and Holders of not less than 662/3%
of
the aggregate
Outstanding Amount of the Notes.
7
Section
12. Successors and Assigns.
This
Agreement may not be assigned by the Administrator unless the Trust and the
Indenture Trustee consent to the assignment in writing and the Rating Agency
Condition has been satisfied. An assignment satisfying the conditions in the
preceding sentence shall, if accepted by the assignee under this Agreement,
bind
that assignee in the same manner as the Administrator is bound under this
Agreement. Notwithstanding the foregoing, this Agreement may be assigned by
the
Administrator without the consent of the Trust or the Indenture Trustee to
a
corporation or other organization that is a successor (by merger, consolidation,
or purchase of assets) to the Administrator if the Rating Agency Condition
is
satisfied and the successor organization executes and delivers to the Trust,
the
Owner Trustee, and the Indenture Trustee an agreement in which that organization
agrees to be bound under this Agreement in the same manner as the Administrator
is bound under this Agreement. Subject to the foregoing, this Agreement shall
bind any successors or assigns of the parties hereto.
Section
13. Governing Law.
THIS
AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS
OF
THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS PROVISIONS THAT WOULD RESULT
IN
THE APPLICATION OF THE LAWS OF ANOTHER STATE.
Section
14. Headings.
The
section headings of this Agreement have been inserted for convenience of
reference only and shall not be construed to affect this Agreement.
Section
15. Counterparts.
This
Agreement may be executed in counterparts, each of which when so executed shall
together constitute but one agreement.
Section
16. Severability.
Any
provision of this Agreement that is prohibited or unenforceable in any
jurisdiction shall be ineffective to the extent of that prohibition or
unenforceability without invalidating the remaining provisions of this
Agreement. Any such prohibition or unenforceability in any jurisdiction shall
not invalidate or render unenforceable that provision in any other
jurisdiction.
Section
17. Not Applicable to Countrywide Home Loans, Inc. in Other
Capacities.
Nothing
in this Agreement shall affect any obligation Countrywide Home Loans, Inc.
may
have in any other capacity under the Related Agreements.
Section
18. Limitation of Liability of Owner Trustee and Indenture
Trustee.
(a) Notwithstanding
anything contained in this Agreement to the contrary, this instrument has been
executed by Wilmington Trust Company, not in its individual capacity but solely
in its capacity as Owner Trustee of the Trust. Neither in its individual
capacity, nor any beneficial owner of the Trust will have any liability for
the
representations, warranties, covenants, agreements, or other obligations of
the
Trust or the Owner Trustee under this
8
Agreement,
as to all of which recourse shall be had solely to the assets of the Trust.
For
all purposes of this Agreement, in the performance of any obligations of the
Trust under this Agreement, the Owner Trustee shall be subject to, and entitled
to the benefits of the Trust Agreement.
(b) Notwithstanding
anything contained in this Agreement to the contrary, this Agreement has been
executed by The Bank of New York, not in its individual capacity but solely
as
Indenture Trustee, and shall not have any liability for the representations,
warranties, covenants, agreements, or other obligations of the Trust under
this
Agreement or in any of the certificates, notices, or agreements delivered
pursuant to this Agreement, as to all of which recourse shall be had solely
to
the assets of the Trust.
Section
19. Limitation of Liability of Administrator and Standard of
Care.
(a) The
Administrator will have no responsibility under this Agreement other than to
render the services called for under this Agreement in good faith and without
willful misfeasance, gross negligence, or reckless disregard of its duties
under
this Agreement. The Administrator shall incur no liability to anyone in acting
on any signature, instrument, statement, notice, resolution, request, direction,
consent, order, certificate, report, opinion, bond, or other document reasonably
believed by it to be genuine and reasonably believed by it to be signed by
the
proper parties. Neither the Administrator nor any of its affiliates, directors,
officers, shareholders, agents, or employees will be liable under this Agreement
to the Trust, the Owner Trustee, the Indenture Trustee, the Master Servicer,
the
Transferor, or others, except for acts or omissions constituting bad faith,
willful misfeasance, gross negligence, or reckless disregard of the
Administrator’s duties under this Agreement.
(b) Notwithstanding
anything contained in this Agreement to the contrary, this Agreement has been
executed by Countrywide Home Loans, Inc., as Administrator (and for Section
10,
as the Master Servicer). Countrywide Home Loans, Inc. shall not have any
liability in its individual or any other capacity for the representations,
warranties, covenants, agreements, or other obligations of the Trust or any
other party to this Agreement or in any of the Related Agreements.
Section
20. Third-Party Beneficiary.
The
Owner
Trustee is a third-party beneficiary to this Agreement and is entitled to the
rights and benefits under this Agreement and may enforce the provisions of
this
Agreement as if it were a party to this Agreement.
9
IN
WITNESS WHEREOF, the parties have caused this Agreement to be duly executed
and
delivered as of the day and year first above written.
|
|
CWHEQ
REVOLVING HOME EQUITY LOAN TRUST,
SERIES 2007-G
|
|
|
By:
WILMINGTON TRUST COMPANY,
not in its
individual capacity, but
solely as Owner Trustee
|
|
|
By:
/s/ ▇▇▇▇▇▇▇▇ ▇.
▇▇▇▇▇
|
|
Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice
President
|
|
|
COUNTRYWIDE
HOME LOANS, INC.
|
|
|
By:/s/
▇▇▇▇▇▇▇▇▇
▇▇▇▇
Name: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇
Title: Senior Vice
President
|
|
|
By:
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
|
| Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ | |
| Title: Assistant Treasurer |
EXHIBIT
A
POWER
OF ATTORNEY
STATE
OF }
}
COUNTY
OF
}
KNOW
YE
ALL MEN BY THESE PRESENTS, that CWHEQ Revolving Home Equity Loan Trust, Series
2007-G, a Delaware statutory trust (the “Trust”),
appoints Countrywide Home Loans, Inc. (the administrator under the
Administration Agreement, dated as of August 15, 2007 (the
“Administration Agreement”), among the Trust, the
Indenture Trustee, and the Administrator) and its agents and attorneys as
Attorneys-in-Fact to act on behalf of the Trust as set forth in the
Administration Agreement.
All
powers of attorney for this purpose previously filed or executed by the Trust
are revoked.
EXECUTED
this 13th day of August, 2007.
|
|
CWHEQ
REVOLVING HOME EQUITY LOAN TRUST,
|
| SERIES 2007-G |
|
|
By:
WILMINGTON TRUST COMPANY
|
| not in its individual capacity, but |
| solely as Owner Trustee |
|
|
By:/s/
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
|
| Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ |
| Title: Vice President |
STATE
OF }
}
COUNTY
OF }
Before
me, the undersigned authority, on this day personally appeared _J.
▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, known to me to be the person whose name is subscribed to
the foregoing instrument, and he/she acknowledged to me that he/she signed
the
same for the purposes and considerations expressed in it.
Sworn
to
before me this 13th
day
of
August, 2007
/s/
▇▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇
Notary
Public - State of __Delaware____
My
Comm.
Expires Oct. 20, 2007