Exhibit 99.6
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CWHEQ REVOLVING HOME EQUITY LOAN TRUST,
SERIES 2006-G
Issuer
COUNTRYWIDE HOME LOANS, INC.
Master Servicer
JPMORGAN CHASE BANK, N.A.
Indenture Trustee
TREASURY BANK, A DIVISION OF COUNTRYWIDE BANK, N.A.
Custodian
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CUSTODIAL AGREEMENT
Dated as of August 30, 2006
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Table of Contents
Page
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Section 1. Defined Terms and Rules of Construction..............1
Section 2. Acknowledgment of Receipt and Certification;
Appointment as Custodian.............................2
Section 3. Maintenance of Office................................4
Section 4. Duties of Custodian..................................4
Section 5. Access to Records....................................4
Section 6. Instructions; Authority to Act.......................4
Section 7. Advice of Counsel....................................5
Section 8. Representations and Warranties.......................5
Section 9. Effective Period, Termination, and Amendment, and
Interpretive and Additional Provisions...............5
Section 10. Limitation of Liability..............................6
Section 11. Governing Law........................................7
Section 12. Amendment............................................8
Section 13. Notices..............................................8
Section 14. Binding Effect.......................................9
Section 15. Counterparts.........................................9
Section 16. Severability of Provisions...........................9
Section 17. Third Party Beneficiary..............................9
Section 18. Merger of Custodian..................................9
Section 19. Indemnification.....................................10
Section 20. Dispute Resolution, Arbitration.....................10
Section 21. Limitation of Liability.............................10
EXHIBIT A Form of Custodian's Initial Certification
EXHIBIT B Form of Custodian's Delay Delivery Certification
EXHIBIT C Form of Custodian's Final Certification
EXHIBIT D Form of Custodian's Further Final Certification
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CUSTODIAL AGREEMENT
This CUSTODIAL AGREEMENT, dated as of August 30, 2006 (this "Agreement"),
among CWHEQ, Inc. (the "Depositor"), COUNTRYWIDE HOME LOANS, INC., as master
servicer (the "Master Servicer"), CWHEQ REVOLVING HOME EQUITY LOAN TRUST,
Series 2006-G (the "Issuer"), and TREASURY BANK, A DIVISION OF COUNTRYWIDE
BANK, N.A., as agent, custodian, and bailee for the Owner Trustee as owner and
the Indenture Trustee as secured party (when acting for the Issuer, the "Trust
Custodian," and when acting for the Indenture Trustee, the "Indenture
Custodian," and when referring to both capacities, the "Custodian"), and
JPMORGAN CHASE BANK, N.A., as indenture trustee (in that capacity the
"Indenture Trustee"),
WITNESSETH:
WHEREAS, the Depositor will sell all of its interest in the Mortgage
Loans to the Issuer pursuant to the Sale and Servicing Agreement; and
WHEREAS, the Issuer will Grant a Security Interest to the Indenture
Trustee for the benefit of the Noteholders and the Credit Enhancer in all of
the Issuer's interest in the Collateral; and
WHEREAS, the Issuer wants to hold its assets through a custodian acting
as its agent and bailee under a custodial agreement, and authorize the
custodian to deliver the Collateral to the Indenture Trustee; and
WHEREAS, the Indenture Trustee wants to hold the Collateral through a
custodian acting as its agent and bailee under a custodial agreement in
connection with the Issuer's delivery of the Collateral to the Indenture
Trustee;
NOW, THEREFORE, the parties agree as follows.
Section 1. Defined Terms and Rules of Construction.
Capitalized terms used but not otherwise defined in this Agreement 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. Acknowledgment of Receipt and Certification; Appointment as
Custodian.
(a) Appointment as Custodian; Acknowledgment of Receipt.
The Issuer appoints the Trust Custodian to act as its agent, custodian,
and bailee to accept delivery of the items transferred to it under the Sale and
Servicing Agreement and to hold them for the Issuer, and deliver any of them to
the Indenture Trustee as called for under the Indenture. The Indenture Trustee
appoints the Indenture Custodian to act as its agent, custodian, and bailee to
maintain custody of the Mortgage Files for the Indenture Trustee for the
benefit of the Noteholders and the Credit Enhancer. TREASURY BANK, A DIVISION
OF COUNTRYWIDE BANK, N.A. accepts both of these appointments. The Trust
Custodian will maintain custody of the items transferred to it under the Sale
and Servicing Agreement that are not delivered to the Indenture Trustee subject
to instructions from the Issuer. The Indenture Custodian will maintain
continuous custody of the Mortgage Files at its office identified in Section 3
until (i) the Indenture Trustee delivers to the Indenture Custodian an
Officer's Certificate to the effect that the conditions for the release of
Collateral have been satisfied or (ii) the conditions specified in Section 4(b)
for the release of the Mortgage Files to the Master Servicer have been met. In
performing its duties under this Agreement, the Custodian agrees to act with
the degree of care and skill consistent with the degree of care and skill that
the Custodian exercises with respect to the loan files relating to similar
loans owned, serviced, or held as custodian by the Custodian, and the Custodian
agrees to follow its customary policies and procedures.
(b) Review and Certification.
In connection with the transfers under Sections 2.01(a) and 2.01(b) of
the Sale and Servicing Agreement by the Depositor, the Depositor is required to
effect certain deliveries to the Issuer and the Indenture Trustee under Section
2.01(e) of the Sale and Servicing Agreement. The Trust Custodian shall accept
those deliveries for the Issuer, and shall make the deliveries to the Indenture
Trustee required of the Issuer. The Indenture Custodian acting as custodian for
the Indenture Trustee shall accept those deliveries.
On the Closing Date, the Custodian will execute and deliver to the
Depositor, the Master Servicer, and the Sponsor (with a copy to the Issuer, the
Indenture Trustee, and the Credit Enhancer) an Initial Certification in the
form of Exhibit A. Based on its review and examination, the Custodian will
acknowledge that the documents identified in the Initial Certification appear
regular on their face (i.e. are not mutilated, damaged, defaced, torn, or
otherwise physically altered) and relate to each Mortgage Loan. No later than
thirty-two days after the Closing Date, if Mortgage Loans have been delivered
after the Closing Date pursuant to Section 2.01(d) of the Sale and Servicing
Agreement, the Custodian will execute and deliver to the Depositor, the Master
Servicer, and the Sponsor (with a copy to the Issuer, the Indenture Trustee,
and the Credit Enhancer) a Delay Delivery Certification in the form of Exhibit
B. Based on its review and examination, the Custodian will acknowledge that the
documents identified in the Delay Delivery Certification appear regular on
their face (i.e. are not mutilated, damaged,
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defaced, torn, or otherwise physically altered) and relate to each Mortgage
Loan.
Not later than 180 days after the Closing Date, the Custodian will
deliver to the Depositor, the Master Servicer, and the Sponsor (with a copy to
the Issuer, the Indenture Trustee, and the Credit Enhancer) a Final
Certification in the form of Exhibit C, noting any applicable exceptions. For
the purpose of the Final Certification, the title policy required for the
Mortgage File is any of the final original title policy, a signed binder or
commitment for a title policy, or a preliminary title report (in those states
in which preliminary title reports are the customary form of title policy
commitment). For any Mortgage File whose Final Certification is based on a
signed binder or commitment for a title policy or a preliminary title report
(in those states in which preliminary title reports are the customary form of
title policy commitment), the Custodian will deliver to the Depositor, the
Master Servicer, and the Sponsor (with a copy to the Issuer, the Indenture
Trustee, and the Credit Enhancer), not later than the one year anniversary of
the Closing Date, a further Final Certification in the form of Exhibit D,
noting any applicable exceptions. For the purpose of this further Final
Certification, the title policy required for the Mortgage File must be the
final original title policy.
If, in the course of its review in connection with the Final
Certification, the Custodian finds any document constituting a part of a
Mortgage File that does not meet the requirements of Section 2.02 of the Sale
and Servicing Agreement, the Custodian shall list the defect as an exception in
the Final Certification.
The Custodian is not obligated to examine the documents delivered to it
to determine that they are genuine, enforceable, or appropriate for the
represented purpose, or that they have actually been recorded in the real
estate records, or that they are other than what they purport to be on their
face.
In reviewing any Mortgage File pursuant to this Section, the Custodian is
not responsible for determining whether any document is valid and binding,
whether the text of any assignment or endorsement is in proper or recordable
form (except, if applicable, to determine if the Issuer or the Indenture
Trustee is the assignee or endorsee), whether any document has been recorded in
accordance with the requirements of any applicable jurisdiction, or whether a
blanket assignment is permitted in any applicable jurisdiction, whether any
person executing any document is authorized to do so or whether any signature
on any document is genuine, but shall only be required to determine whether a
document has been executed, that it appears to be what it purports to be, and,
where applicable, that it purports to be recorded.
The Sponsor will deliver and the Indenture Custodian will maintain
continuous custody at its office identified in Section 3 of the documents
required to be held by the Indenture Trustee in accordance with Section 2.01 of
the Sale and Servicing Agreement with respect to any Eligible Substitute
Mortgage Loans.
The Master Servicer shall promptly deliver to the Indenture Custodian,
and the Indenture Custodian will maintain continuous custody at its office
identified in Section
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3 of the originals of any other documents constituting the Mortgage File that
come into the possession of the Master Servicer from time to time.
Section 3. Maintenance of Office.
The Custodian agrees to maintain the items for which it acts as Trust
Custodian or Indenture Custodian at the office of the Indenture Custodian.
Section 4. Duties of Custodian.
(a) Safekeeping. The Indenture Custodian shall (i) segregate the Mortgage
Files from all other documents in the Indenture Custodian's possession; (ii)
identify the Mortgage Files as being held, and hold the Mortgage Files, for the
Indenture Trustee as secured party for the benefit of all present and future
Noteholders and the Credit Enhancer; (iii) maintain at all times a current
inventory of the Mortgage Files; and (iv) secure the Mortgage Files in fire
resistant facilities and conduct periodic physical inspections of them in
accordance with customary standards for custody of this type. The Indenture
Custodian will promptly report to the Issuer and the Indenture Trustee any
failure on its part to hold the Mortgage Files as provided in this Agreement
and promptly take appropriate action to remedy the failure.
(b) Release of Documents. On receipt by the Indenture Custodian of the
certification of the Master Servicer in physical or electronic form,
substantially in the form of Exhibit D to the Sale and Servicing Agreement, the
Indenture Custodian shall release to the Master Servicer the related Mortgage
Files for the Mortgage Loan covered by the certification. The certification may
be delivered to the Indenture Custodian in a mutually agreed electronic format,
and to the extent the request originates on its face from a servicing officer,
need not be manually signed.
Section 5. Access to Records.
The Custodian shall permit the Indenture Trustee, the Issuer, the Master
Servicer, the Credit Enhancer, or their respective duly authorized officers,
attorneys, or auditors, and the supervisory agents and examiners of each of
them, to inspect the items delivered to it under this Agreement and the books
and records maintained by the Custodian pursuant to this Agreement, without
charge but only after not less than two Business Days' prior notice and during
normal business hours at the offices of the Custodian.
Section 6. Instructions; Authority to Act.
The Indenture Custodian may follow any instructions with respect to the
Collateral received in the form of an Officer's Certificate of the Indenture
Trustee. The instructions may be general or specific in terms. An executed
incumbency certificate of the Indenture Trustee certifying the authority of
certain officers to take specified actions may be accepted by the Indenture
Custodian as conclusive evidence of the authority of the officers to act and
may be considered in full force until receipt of written notice to the contrary
by the Indenture Custodian from the Indenture Trustee.
The Trust Custodian may follow any instructions with respect to any items
held
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exclusively for the Issuer received in the form of an Officer's Certificate of
the Issuer. The instructions may be general or specific in terms. An executed
incumbency certificate of the Issuer certifying the authority of certain
officers to take specified actions may be accepted by the Trust Custodian as
conclusive evidence of the authority of the officers to act and may be
considered in full force until receipt of written notice to the contrary by the
Trust Custodian from the Issuer.
Section 7. Advice of Counsel.
The Custodian may rely and act on the advice of counsel, including
in-house counsel, with respect to its performance under this Agreement as
Custodian and shall not be liable for any action reasonably taken pursuant to
advice of counsel.
Section 8. Representations and Warranties.
The Custodian represents and warrants that on the Closing Date:
(a) it is a national association duly organized, validly existing, and in
good standing under the laws of its place of organization;
(b) it has full power and authority to execute, deliver, and perform this
Agreement, and has taken all necessary action to authorize the execution,
delivery, and performance by it of this Agreement;
(c) the consummation of the transactions contemplated by this Indenture
and the fulfillment of its terms do not conflict with, result in any breach of,
or constitute (with or without notice or lapse of time) a default under, the
charter or bylaws of the Custodian or any agreement or other instrument to
which it is a party or by which it is bound;
(d) to the Custodian's best knowledge, no proceedings or investigations
concerning the Custodian are pending or threatened before any court, regulatory
body, administrative agency, or other governmental instrumentality having
jurisdiction over it or its properties:
(1) asserting the invalidity of this Agreement,
(2) seeking to prevent the consummation of any of the transactions
contemplated by this Agreement, or
(3) seeking any determination that might affect its performance of
its obligations under this Agreement or the validity or enforceability of
this Agreement; and
(e) it is acting solely as the agent for the Indenture Trustee.
Section 9. Effective Period, Termination, and Amendment, and Interpretive and
Additional Provisions.
This Agreement shall become effective as of its date and shall continue
in full
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force until terminated in accordance with its terms. This Agreement may
be terminated by either the Indenture Trustee with the consent of the Issuer
and the Credit Enhancer or by the Custodian in a writing delivered or mailed,
postage prepaid, to the other parties and the Credit Enhancer. The termination
shall take effect no sooner than sixty days after the date of delivery or
mailing. Concurrently with, or as soon as practicable after, the termination of
this Agreement, the Indenture Custodian shall deliver the Collateral to the
Indenture Trustee (or to a person designated by the Indenture Trustee) anywhere
the Indenture Trustee reasonably designates with the consent of the Credit
Enhancer, and the Trust Custodian shall deliver any items held exclusively for
the Issuer to the Issuer (or to a person designated by the Issuer) anywhere the
Issuer reasonably designates with the consent of the Credit Enhancer.
Section 10. Limitation of Liability.
(a) The Custodian undertakes to perform only the obligations specified in
this Agreement. The Issuer, the Owner Trustee, Master Servicer, and Indenture
Trustee acknowledge that no implied obligations exist under this Agreement.
Neither the Custodian nor any of its affiliates, officers, directors,
employees, or agents shall be liable, directly or indirectly, for any damages
or expenses arising out of the services performed under this Agreement other
than damages that result from their gross negligence, willful misconduct, or
bad faith. The Custodian and its officers, directors, employees, and agents
will not be liable for any consequential, indirect, punitive, or special
damages.
(b) Except as provided in Section 2, the Custodian makes no warranty or
representation and has no responsibility for the completeness, validity,
sufficiency, value, genuineness, ownership, or transferability of the Mortgage
Loans or any of the documents in the Mortgage Files.
(c) The Custodian need not expend or risk its own funds or otherwise
incur financial liability in the performance of any of its duties under this
Agreement, or in the exercise of its rights, if the Custodian believes that
repayment of the funds or adequate indemnity against the risk or liability is
not reasonably assured to it.
(d) Without limiting the generality of the foregoing, the Custodian may
rely on and shall be protected in acting in good faith on any notice or other
communication received by it that it reasonably believes to be genuine and duly
authorized with respect to all matters pertaining to this Agreement and its
duties under this Agreement.
(e) The Custodian shall not be responsible or liable for, and makes no
representation or warranty with respect to, the validity, adequacy, or
perfection of any lien on or security interest in any Mortgage Loan.
(f) Any other provision of this Agreement to the contrary
notwithstanding, the Custodian shall have no notice of, and shall not be bound
by, any other document or agreement executed or delivered in connection with,
or intended to control any part of, the transactions anticipated by or referred
to in this Agreement unless the Custodian is a
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signatory party to that document or agreement. Notwithstanding the foregoing
sentence, the Custodian shall be deemed to have notice of the terms (including
definitions not otherwise set forth in full in this Agreement) of other
documents and agreements executed or delivered in connection with, or intended
to control any part of, the transactions anticipated by or referred to in this
Agreement, to the extent the terms are referenced, or are incorporated by
reference, into this Agreement only as long as the Indenture Trustee has
provided a copy of the document or agreement to the Custodian.
(g) The Custodian shall have only the obligations expressly set forth in
this Agreement or in a written amendment to this Agreement executed by the
parties to this Agreement or their successors and assigns. If any provision of
this Agreement implies or requires that action or forbearance be taken by a
party, but is silent as to which party has the duty to act or refrain from
acting, the parties agree that the Custodian shall not be the party required to
take the action or refrain from acting. In no event shall the Custodian have
any responsibility to ascertain or take action except as expressly provided in
this Agreement.
(h) Nothing in this Agreement shall impose on the Custodian any duty to
qualify to do business in any jurisdiction, other than (i) any jurisdiction
where any Mortgage File is or may be held by the Custodian from time to time
under this Agreement, and (ii) any jurisdiction where its ownership of property
or conduct of business requires such qualification and where failure to qualify
could have a material adverse effect on the Custodian or its property or
business or on the ability of the Custodian to perform its duties under this
Agreement.
(i) The Custodian may execute any of its duties under this Agreement
through any of its agents, attorneys-in-fact, or affiliates. Any agent,
attorney-in-fact, or affiliate of the Custodian (and any affiliate's directors,
officers, agents, and employees) that performs duties in connection with this
Agreement shall be entitled to the same benefits of the indemnification,
waiver, and other protective provisions to which the Custodian is entitled
under this Agreement, but the Custodian shall remain responsible for the
performance of those duties.
(j) The Custodian shall not be responsible for delays or failures in
performance resulting from acts beyond its control. Acts beyond its control
include acts of God, strikes, lockouts, riots, acts of war or terrorism,
epidemics, nationalization, expropriation, currency restrictions, governmental
regulations superimposed after the fact, fire, communication line failures,
computer viruses, power failures, earthquakes, or other disasters.
Section 11. 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.
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Section 12. Amendment.
This agreement may not be amended without the written consent of all the
parties and the Credit Enhancer.
Section 13. Notices.
All notices, demands, instructions, consents, and other communications
required or permitted under this Agreement shall be in writing 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 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. 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 respective addresses indicated below:
if to the Issuer at:
CWHEQ Revolving Home Equity Loan Trust, Series 2006-G
Wilmington Trust Company, as Owner Trustee
▇▇▇▇▇▇ Square North
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: Corporate Trust Administration
if to the Depositor at:
CWHEQ, Inc.
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: Legal Department
if to the Master Servicer at
Countrywide Home Loans, Inc.
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: Legal Department
if to the Indenture Trustee at
the Corporate Trust Office
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if to the Custodian at
Treasury Bank, a Division of Countrywide Bank, N.A.
▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: Document Custodian
if to the Credit Enhancer at
MBIA Insurance Corporation
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: Insured Portfolio Management-Structured Finance
("IPM-SF")
(CWHEQ Revolving Home Equity Loan Trust, Series 2006-G)
Section 14. Binding Effect.
This Agreement shall be binding on and inure to the benefit of the
parties to this Agreement and their respective successors and assigns. Except
as contemplated in this Agreement, none of the parties may assign any of its
rights and obligations under this Agreement or any interest in this Agreement
without the consent of the other parties and the Credit Enhancer. The Custodian
may assign its rights and obligations under this Agreement, in whole or in
part, to any affiliate with the consent of the Credit Enhancer. The Custodian
agrees to notify the other parties of any assignment. An affiliate is any
entity that directly or indirectly is under common control with the Custodian,
or is under contract to be under common control with the Custodian, and
includes a subsidiary or parent company of the Custodian.
Section 15. Counterparts.
This Agreement may be executed in one or more counterparts and by the
different parties to this Agreement on separate counterparts, each of which,
when so executed, shall be an original and all of which shall constitute one
agreement.
Section 16. Severability of Provisions.
Any provision of this Agreement that is prohibited or unenforceable in
any jurisdiction shall, as to that jurisdiction, be ineffective to the extent
of the prohibition or unenforceability without invalidating the remaining
provisions of this Agreement or affecting the validity or enforceability of the
provision in any other jurisdiction.
Section 17. Third Party Beneficiary.
The Credit Enhancer is a third party beneficiary of this Agreement.
Section 18. Merger of Custodian.
Any entity into which the Custodian may be merged or converted or with
which it may be consolidated, or any entity resulting from any merger,
conversion, or consolidation to which the Custodian is a party, or any entity
succeeding to the business
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of the Custodian, shall be the successor of the Custodian under this Agreement,
without the execution or filing of any paper or any further act on the part of
any of the parties to this Agreement, anything in this Agreement to the
contrary notwithstanding.
Section 19. Indemnification.
The Issuer agrees to indemnify the Custodian and its affiliates,
directors, officers, agents, and employees, against any losses, claims,
damages, or liabilities of any kind, including reasonable attorneys' fees, that
may arise against Custodian or its affiliates, directors, officers, agents, or
employees, in any way arising out of this Agreement or any action taken or not
taken by Custodian or its permitted successors and assigns under this Agreement
unless they arise because of the breach by the Custodian of its obligations
under this Agreement, which breach was caused by the gross negligence, lack of
good faith, or willful misconduct on the part of Custodian or any of its
affiliates, directors, officers, agents, or employees.
The Custodian agrees to indemnify the Issuer against any losses, claims,
damages, or liabilities of any kind, including reasonable attorneys' fees, it
suffers arising out of the gross negligence, lack of good faith, or willful
misconduct on the part of Custodian or any of its affiliates, directors,
officers, agents, or employees.
The foregoing indemnifications shall survive any termination or
expiration of this Agreement or the resignation or removal of the Custodian.
Section 20. Dispute Resolution, Arbitration.
This Agreement evidences a transaction involving interstate commerce. Any
disputes arising from this Agreement shall be decided by binding arbitration
which shall be conducted, at the request of any party, in New York, New York,
before one arbitrator designated by the American Arbitration Association (the
"AAA"), in accordance with the Commercial Arbitration Rules of the AAA, and to
the maximum extent applicable, the United States Arbitration Act (Title 9 of
the United States Code). Notwithstanding anything in this Agreement to the
contrary, any party may proceed to a court of competent jurisdiction to obtain
equitable relief at any time. An arbitrator shall have no authority to award
punitive damages or other damages not measured by the prevailing party's actual
damages. To the maximum extent practicable, an arbitration proceeding under
this Agreement shall be concluded within 180 days of the filing of the dispute
with the AAA. This arbitration clause shall survive any termination, amendment,
or expiration of the Agreement and if any provision of this arbitration clause
is found to be unenforceable, the remaining parts of the arbitration clause
shall not be affected and shall remain fully enforceable.
Section 21. Limitation of Liability.
It is expressly understood and agreed by the parties hereto that (a) this
Agreement is executed and delivered by Wilmington Trust Company, not
individually or personally but solely as trustee of the Issuer, in the exercise
of the powers and authority conferred and vested in it under the Trust
Agreement, (b) each of the
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representations, undertakings and agreements herein made on the part of the
Issuer is made and intended not as personal representations, undertakings and
agreements by Wilmington Trust Company but is made and intended for the purpose
of binding only the Issuer and (c) under no circumstances shall Wilmington
Trust Company be personally liable for the payment of any indebtedness or
expenses of the Issuer or be liable for the breach or failure of any
obligations, representation, warranty or covenant made or undertaken by the
Issuer under this Agreement or the other related documents.
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IN WITNESS WHEREOF, each of the parties has caused this Agreement to be
executed by a duly authorized officer as of the day and year first above
written.
CWHEQ, INC.
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇
Title: Vice President
CWHEQ REVOLVING HOME EQUITY LOAN TRUST,
SERIES 2006-G
By: Wilmington Trust Company,
not in its individual capacity but
solely as Owner Trustee
By: /s/ W. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
---------------------------------
Name: W. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
Title: Vice President
JPMORGAN CHASE BANK, N.A.,
not in its individual capacity but
solely as Indenture Trustee
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Title: Attorney-In-Fact
TREASURY BANK, A DIVISION OF COUNTRYWIDE
BANK, N.A.,
as Custodian for the Indenture Trustee
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇
Title: Senior Vice President
TREASURY BANK, A DIVISION OF COUNTRYWIDE
BANK, N.A., as Custodian for the Issuer
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇
Title: Senior Vice President
12
EXHIBIT A
FORM OF INITIAL CERTIFICATION
[date]
[Depositor]
[Master Servicer]
[Sponsor]
[Credit Enhancer]
---------------------
---------------------
Re: Sale and Servicing Agreement among CWHEQ, Inc., as
Depositor, Countrywide Home Loans, Inc., as Sponsor and
Master Servicer, CWHEQ Revolving Home Equity Loan
Trust, Series 2006-G, as the Trust, and JPMorgan Chase
Bank, N.A., as Indenture Trustee, Revolving Home Equity
Loan Asset Backed Notes, Series 2006-G
--------------------------------------------------------
Gentlemen:
In accordance with Section 2.02 of the above-captioned Sale and Servicing
Agreement (the "Sale and Servicing Agreement"), the undersigned, as Indenture
Custodian for the Indenture Trustee, hereby certifies that as to each Mortgage
Loan listed in the Mortgage Loan Schedule delivered pursuant to Section 2.01(e)
of the Sale and Servicing Agreement (other than any Mortgage Loan paid in full
or any Mortgage Loan listed on the attached Document Exception Report) it has
received, among other
A-1
things:
(i) the original Mortgage Note endorsed in blank or, if the
original Mortgage Note has been lost or destroyed and not replaced, an
original lost note affidavit from the Sponsor stating that the original
Mortgage Note was lost, misplaced or destroyed, together with a copy of
the related Mortgage Note; and
(ii) unless the Mortgage Loan is registered on the MERS(R) System,
an original Assignment of Mortgage in blank in recordable form.
Based on its review and examination and only as to the foregoing
documents, such documents appear regular on their face (i.e. are not mutilated,
damaged, defaced, torn, or otherwise physically altered) and related to such
Mortgage Loan.
The Indenture Custodian has made no independent examination of any
documents in each Mortgage File beyond the review specifically required in the
Sale and Servicing Agreement. The Indenture Custodian makes no representations
as to: (i) the validity, legality, sufficiency, enforceability, or genuineness
of any of the documents in each Mortgage File of any of the Mortgage Loans
identified on the Mortgage Loan Schedule, or (ii) the collectability,
insurability, effectiveness, or suitability of any Mortgage Loan.
In reviewing any Mortgage File pursuant to this certification, the
Custodian is not responsible for determining whether any document is valid and
binding, whether the text of any assignment or endorsement is in proper or
recordable form (except, if applicable, to determine if the Issuer or the
Indenture Trustee is the assignee or endorsee), whether any document has been
recorded in accordance with the requirements of any applicable jurisdiction, or
whether a blanket assignment is permitted in any applicable jurisdiction,
whether any person executing any document is authorized to do so or whether any
signature on any document is genuine, but shall only be required to determine
whether a document has been executed, that it appears to be what it purports to
be, and, where applicable, that it purports to be recorded.
Capitalized words and phrases used in this Certification have the
meanings assigned to them in the Sale and Servicing Agreement.
Treasury Bank, a Division of Countrywide Bank,
N.A.,
as Custodian for the Indenture Trustee
By:______________________________________
Name:
Title:
A-2
EXHIBIT B
FORM OF DELAY DELIVERY CERTIFICATION
[date]
[Depositor]
[Master Servicer]
[Sponsor]
[Credit Enhancer]
---------------------
---------------------
Re: Sale and Servicing Agreement among CWHEQ, Inc., as
Depositor, Countrywide Home Loans, Inc., as Sponsor
and Master Servicer, CWHEQ Revolving Home Equity Loan
Trust, Series 2006-G, as the Trust, and JPMorgan
Chase Bank, N.A., as Indenture Trustee, Revolving
Home Equity Loan Asset Backed Notes, Series 2006-G
-------------------------------------------------------
Gentlemen:
In accordance with Section 2.02 of the above-captioned Sale and Servicing
Agreement (the "Sale and Servicing Agreement"), the undersigned, as Indenture
Custodian for the Indenture Trustee, hereby certifies that as to each Mortgage
Loan listed in the Mortgage Loan Schedule delivered pursuant to Section 2.01(e)
of the Sale and Servicing Agreement (other than any Mortgage Loan paid in full
or any Mortgage Loan listed on the attached Document Exception Report) it has
received, among other
B-1
things:
(i) the original Mortgage Note endorsed in blank or, if the
original Mortgage Note has been lost or destroyed and not replaced, an
original lost note affidavit from the Sponsor stating that the original
Mortgage Note was lost, misplaced or destroyed, together with a copy of
the related Mortgage Note; and
(ii) unless the Mortgage Loan is registered on the MERS(R) System,
an original Assignment of Mortgage in blank in recordable form.
Based on its review and examination and only as to the foregoing
documents, such documents appear regular on their face (i.e. are not mutilated,
damaged, defaced, torn, or otherwise physically altered) and related to such
Mortgage Loan.
The Indenture Custodian has made no independent examination of any
documents in each Mortgage File beyond the review specifically required in the
Sale and Servicing Agreement. The Indenture Custodian makes no representations
as to: (i) the validity, legality, sufficiency, enforceability, or genuineness
of any of the documents in each Mortgage File of any of the Mortgage Loans
identified on the Mortgage Loan Schedule, or (ii) the collectability,
insurability, effectiveness, or suitability of any Mortgage Loan.
In reviewing any Mortgage File pursuant to this certification, the
Custodian is not responsible for determining whether any document is valid and
binding, whether the text of any assignment or endorsement is in proper or
recordable form (except, if applicable, to determine if the Issuer or the
Indenture Trustee is the assignee or endorsee), whether any document has been
recorded in accordance with the requirements of any applicable jurisdiction, or
whether a blanket assignment is permitted in any applicable jurisdiction,
whether any person executing any document is authorized to do so or whether any
signature on any document is genuine, but shall only be required to determine
whether a document has been executed, that it appears to be what it purports to
be, and, where applicable, that it purports to be recorded.
Capitalized words and phrases used in this Certification have the
meanings assigned to them in the Sale and Servicing Agreement.
Treasury Bank, a Division of Countrywide Bank,
N.A.,
as Custodian for the Indenture Trustee
By:_____________________________________
Name:
Title:
B-2
EXHIBIT C
FORM OF FINAL CERTIFICATION
[date]
[Depositor]
[Master Servicer]
[Sponsor]
[Credit Enhancer]
---------------------
---------------------
Re: Sale and Servicing Agreement among CWHEQ, Inc., as
Depositor, Countrywide Home Loans, Inc., as Sponsor
and Master Servicer, CWHEQ Revolving Home Equity Loan
Trust, Series 2006-G, as the Trust, and JPMorgan
Chase Bank, N.A., as Indenture Trustee, Revolving
Home Equity Loan Asset Backed Notes, Series 2006-G
------------------------------------------------------
Gentlemen:
In accordance with Section 2.02 of the above-captioned Sale and Servicing
Agreement (the "Sale and Servicing Agreement"), the undersigned, as Indenture
Custodian for the Indenture Trustee, hereby certifies that as to each Mortgage
Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in
full or listed on the attached Document Exception Report) it has received:
(i) the original Mortgage Note endorsed in blank or, if the original
Mortgage
C-1
Note has been lost or destroyed and not replaced, an original lost
note affidavit from the Sponsor stating that the original Mortgage Note was
lost, misplaced or destroyed, together with a copy of the related Mortgage
Note;
(ii) unless the Mortgage Loan is registered on the MERS(R) System, an
original Assignment of Mortgage in blank in recordable form;
(iii) the original recorded Mortgage, noting the presence of the MIN
of the Mortgage Loan and language indicating that the Mortgage Loan is a MOM
Loan if the Mortgage Loan is a MOM Loan, or, if, in connection with any
Mortgage Loan, the original recorded Mortgage with evidence of recording
thereon cannot be delivered on or prior to the Closing Date or Subsequent
Closing Date because of a delay caused by the public recording office where
such original Mortgage has been delivered for recordation or because such
original Mortgage has been lost, an accurate copy of such Mortgage, together
with (i) in the case of a delay caused by the public recording office, an
Officer's Certificate of the Sponsor which may be in the form of a blanket
certificate of the Sponsor covering more than one Mortgage stating that such
original Mortgage has been dispatched to the appropriate public recording
official or (ii) in the case of an original Mortgage that has been lost, a
copy certified by the appropriate county recording office where such
Mortgage is recorded;
(iv) if applicable, the original of each intervening assignment needed
for a complete chain of title for the mortgage from its original mortgagee
or beneficiary to the Trust or in blank (or if the Mortgage Loan is
registered on the MERS(R) System to MERS and noting the presence of a MIN)
with evidence of recording thereon, or, if any such original intervening
assignment has not been returned from the applicable recording office or has
been lost, a true and correct copy thereof, together with (i) in the case of
a delay caused by the public recording office, an Officer's Certificate of
the Sponsor or the Depositor, which may be a blanket certificate covering
more than one intervening assignment, stating that such original intervening
assignment has been dispatched to the appropriate public recording official
for recordation or (ii) in the case of an original intervening assignment
that has been lost, a copy certified by the appropriate county recording
office where such Mortgage is recorded;
(v) a title policy, a signed binder or commitment for a title policy,
or a preliminary title report (in those states in which preliminary title
reports are the customary form of title policy commitment) for each Mortgage
Loan with a Credit Limit in excess of $100,000;
(vi) the original of any guaranty executed in connection with the
Mortgage Note;
(vii) the original of each assumption, modification, consolidation or
substitution agreement, if any, relating to the Mortgage Loan; and
C-2
(vii) any security agreement, chattel mortgage or equivalent
instrument executed in connection with the Mortgage.
Based on its review and examination and only as to the foregoing
documents, (a) such documents appear regular on their face (i.e. are not
mutilated, damaged, defaced, torn, or otherwise physically altered) and related
to such Mortgage Loan, and (b) the information set forth in items (ii), (iii),
and (iv), of the itemization of contents of the "Mortgage Loan Schedule" in the
Adoption Annex to the Indenture accurately reflects information set forth in
the Mortgage File, and (c) the information set forth in item (v) of the
itemization of contents of the "Mortgage Loan Schedule" in the Adoption Annex
to the Indenture was delivered to the Custodian.
The Indenture Custodian has made no independent examination of any
documents in each Mortgage File beyond the review specifically required in the
Sale and Servicing Agreement. The Indenture Custodian makes no representations
as to: (i) the validity, legality, sufficiency, enforceability, or genuineness
of any of the documents in each Mortgage File of any of the Mortgage Loans
identified on the Mortgage Loan Schedule, or (ii) the collectability,
insurability, effectiveness, or suitability of any Mortgage Loan.
In reviewing any Mortgage File pursuant to this certification, the
Custodian is not responsible for determining whether any document is valid and
binding, whether the text of any assignment or endorsement is in proper or
recordable form (except, if applicable, to determine if the Issuer or the
Indenture Trustee is the assignee or endorsee), whether any document has been
recorded in accordance with the requirements of any applicable jurisdiction, or
whether a blanket assignment is permitted in any applicable jurisdiction,
whether any person executing any document is authorized to do so or whether any
signature on any document is genuine, but shall only be required to determine
whether a document has been executed, that it appears to be what it purports to
be, and, where applicable, that it purports to be recorded.
Capitalized words and phrases used in this Certification have the
meanings assigned to them in the Sale and Servicing Agreement.
Treasury Bank, a Division of Countrywide
Bank, N.A.,
as Custodian for the Indenture Trustee
By: ______________________________
Name:
Title
C-3
EXHIBIT D
FORM OF FURTHER FINAL CERTIFICATION
[date]
[Depositor]
[Master Servicer]
[Sponsor]
[Credit Enhancer]
---------------------
---------------------
Re: Sale and Servicing Agreement among CWHEQ, Inc., as
Depositor, Countrywide Home Loans, Inc., as Sponsor
and Master Servicer, CWHEQ Revolving Home Equity Loan
Trust, Series 2006-G, as the Trust, and JPMorgan Chase
Bank, N.A., as Indenture Trustee, Revolving Home
Equity Loan Asset Backed Notes, Series 2006-G
-------------------------------------------------------
Gentlemen:
In accordance with Section 2.02 of the above-captioned Sale and Servicing
Agreement (the "Sale and Servicing Agreement"), the undersigned, as Indenture
Custodian for the Indenture Trustee, hereby certifies that as to each Mortgage
Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in
full or listed on the attached Document Exception Report) it has received:
(i) for each Mortgage Loan with a Credit Limit in excess of
D-1
$100,000, a final original title policy.
Based on its review and examination and only as to the foregoing
documents, such documents appear regular on their face (i.e. are not mutilated,
damaged, defaced, torn, or otherwise physically altered) and related to such
Mortgage Loan.
The Indenture Custodian has made no independent examination of any
documents in each Mortgage File beyond the review specifically required in the
Sale and Servicing Agreement. The Indenture Custodian makes no representations
as to: (i) the validity, legality, sufficiency, enforceability, or genuineness
of any of the documents in each Mortgage File of any of the Mortgage Loans
identified on the Mortgage Loan Schedule, or (ii) the collectability,
insurability, effectiveness, or suitability of any Mortgage Loan.
In reviewing any Mortgage File pursuant to this certification, the
Custodian is not responsible for determining whether any document is valid and
binding, whether the text of any assignment or endorsement is in proper or
recordable form (except, if applicable, to determine if the Issuer or the
Indenture Trustee is the assignee or endorsee), whether any document has been
recorded in accordance with the requirements of any applicable jurisdiction, or
whether a blanket assignment is permitted in any applicable jurisdiction,
whether any person executing any document is authorized to do so or whether any
signature on any document is genuine, but shall only be required to determine
whether a document has been executed, that it appears to be what it purports to
be, and, where applicable, that it purports to be recorded.
Capitalized words and phrases used in this Certification have the
meanings assigned to them in the Sale and Servicing Agreement.
Treasury Bank, a Division of Countrywide
Bank, N.A.,
as Custodian for the Indenture Trustee
By: ______________________________
Name:
Title
D-2
