CWHEQ Revolving Home Equity Loan Trust, Series 2007-E Issuer Countrywide Home Loans, Inc. Master Servicer The Bank of New York. Indenture Trustee Treasury Bank, a division of Countrywide Bank, F.S.B. Custodian Custodial Agreement Dated as of May 31, 2007
EXHIBIT
99.6
Exhibit
99.6
EXECUTION
COPY
CWHEQ
Revolving Home Equity Loan Trust,
Series
2007-E
Issuer
Countrywide
Home Loans, Inc.
Master
Servicer
The
Bank
of New York.
Indenture
Trustee
Treasury
Bank, a division of Countrywide Bank, F.S.B.
Custodian
______________________________
Dated
as
of May 31, 2007
______________________________
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Section
1.
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Defined
Terms and Rules of Construction.
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1
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Section
2.
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Acknowledgment
of Receipt and Certification; Appointment as Custodian.
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2
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|
Section
3.
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Maintenance
of Office.
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4
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|
Section
4.
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Duties
of Custodian.
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4
|
|
Section
5.
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Access
to Records.
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4
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|
Section
6.
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Instructions;
Authority to Act.
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4
|
|
Section
7.
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Advice
of Counsel.
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5
|
|
Section
8.
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Representations
and Warranties.
|
5
|
|
Section
9.
|
Effective
Period, Termination, and Amendment, and Interpretive and Additional
Provisions.
|
5
|
|
Section
10.
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Limitation
of Liability.
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6
|
|
Section
11.
|
Governing
Law.
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7
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|
Section
12.
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Amendment.
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8
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|
Section
13.
|
Notices.
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8
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Section
14.
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Binding
Effect.
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8
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|
Section
15.
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Counterparts.
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8
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|
Section
16.
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Severability
of Provisions.
|
8
|
|
Section
17.
|
Third
Party Beneficiary.
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8
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|
Section
18.
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Merger
of Custodian.
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9
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|
Section
19.
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Indemnification.
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9
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|
Section
20.
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Dispute
Resolution, Arbitration.
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9
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Section
21.
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Limitation
of Liability.
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10
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EXHIBIT
A
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Form
of Custodian’s Initial Certification
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EXHIBIT
B
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Form
of Custodian’s Delay Delivery Certification
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EXHIBIT
C
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Form
of Custodian’s Final Certification
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EXHIBIT
D
|
Form
of Custodian’s Further Final
Certification
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i
This
CUSTODIAL AGREEMENT, dated as of May 31, 2007 (this “Agreement”),
among CWHEQ, Inc. (the “Depositor”),
COUNTRYWIDE HOME LOANS, INC., as master servicer (the “Master
Servicer”), CWHEQ REVOLVING HOME EQUITY LOAN TRUST, SERIES
2007-E (the “Issuer”),
and TREASURY BANK, a division of Countrywide Bank, F.S.B., 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 The Bank of New York, 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.
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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, F.S.B. 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(d) 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, the Sponsor, the Indenture Trustee, and the Credit Enhancer
(with a copy to the Issuer) 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, the Sponsor,
the
Indenture Trustee, and the Credit Enhancer (with a copy to the Issuer) 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, defaced, torn, or otherwise physically altered) and relate
to each Mortgage Loan.
2
Not
later
than 180 days after the Closing Date, the Custodian will deliver to the
Depositor, the Master Servicer, the Sponsor, the Indenture Trustee, and the
Credit Enhancer (with a copy to the Issuer) 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, the Sponsor, the Indenture
Trustee, and the Credit Enhancer (with a copy to the Issuer), 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 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.
3
Section
3. Maintenance
of Office.
The
Custodian agrees to maintain the items for which it acts as Trust Custodian
or
Indenture Custodian at the Indenture Custodian’s facilities.
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 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.
4
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
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.
5
|
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 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.
6
(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.
7
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 in the Adoption Annex attached to the
Master Glossary of Defined Terms.
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.
8
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 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.
9
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 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.
10
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.
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CWHEQ,
INC.
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By:_/s/
Xxxxxx Bigby__________________
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Name:
Xxxxxx Xxxxx
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Title:
Executive Vice President
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CWHEQ
REVOLVING HOME EQUITY LOAN TRUST,
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Series
2007-E
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By:
Wilmington Trust Company,
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not
in its individual capacity but
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solely
as Owner Trustee
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By:
_/s/ Xxxxxxx X.
Harra_______________
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Name:
Xxxxxxx X. Xxxxx
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Title:
Financial Services Officer
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The
Bank of New York.,
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not
in its individual capacity but
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solely
as Indenture Trustee
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By:
_/s/ Xxxxxxxx
Bartholomew_________
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Name:
Xxxxxxxx Xxxxxxxxxxx
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Title:
Vice President
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Treasury
Bank, a division of Countrywide Bank,
F.S.B.,
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as
Custodian for the Indenture Trustee
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By:
_/s/ Xxxxxx
Meder_________________
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Name:
Xxxxxx Xxxxx
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Title:
SVP
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Treasury
Bank, a division of Countrywide Bank,
F.S.B.,
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as
Custodian for the Issuer
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By:
_/s/ Xxxxxx
Meder_________________
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Name:
Xxxxxx Xxxxx
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Title:
SVP
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11
EXHIBIT
A
FORM
OF
INITIAL CERTIFICATION
[date]
[Depositor]
[Master
Servicer]
[Sponsor]
[Indenture
Trustee]
[Credit
Enhancer]
_____________________
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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 200[•]-[•], as the Trust, and The Bank of New York, as
Indenture Trustee, Revolving Home Equity Loan Asset Backed Notes,
Series
200[•]-[•]
|
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(d) 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 things:
A-1
(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® 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, F.S.B.,
as
Custodian for the Indenture Trustee
By:____________________________
Name:
Title:
cc: [Issuer]
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A-2
EXHIBIT
B
FORM
OF
DELAY DELIVERY CERTIFICATION
[date]
[Depositor]
[Master
Servicer]
[Sponsor]
[Indenture
Trustee]
[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 200[•]-[•], as the Trust, and The Bank of New York, as
Indenture Trustee, Revolving Home Equity Loan Asset Backed Notes,
Series
200[•]-[•]
|
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(d) 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 things:
B-1
(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® 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, F.S.B.,
as
Custodian for the Indenture Trustee
By:____________________________
Name:
Title:
cc: [Issuer]
B-2
EXHIBIT
C
FORM
OF
FINAL CERTIFICATION
[date]
[Depositor]
[Master
Servicer]
[Sponsor]
[Indenture
Trustee]
[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 200[•]-[•], as the Trust, and The Bank of New York, as
Indenture Trustee, Revolving Home Equity Loan Asset Backed Notes,
Series
200[•]-[•]
|
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:
C-1
(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;
(ii) unless
the Mortgage Loan is registered on the MERS® 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
before the Closing Date or Subsequent Closing Date, as applicable, 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® 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 “(e.g., ALTA, FACT, PIRT, etc.)”, 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;
C-2
(vii) the
original of each assumption, modification, consolidation or substitution
agreement, if any, relating to the Mortgage Loan; and
(viii) 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 Master Glossary
of Defined Terms 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 Master Glossary
of Defined Terms 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,
F.S.B.,
|
|
|
as
Custodian for the Indenture Trustee
|
By:
________________________
Name:
Title:
cc: [Issuer]
C-3
EXHIBIT
D
FORM
OF
FURTHER FINAL CERTIFICATION
[date]
[Depositor]
[Master
Servicer]
[Sponsor]
[Indenture
Trustee]
[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 200[•]-[•], as the Trust, and The Bank of New York, as
Indenture Trustee, Revolving Home Equity Loan Asset Backed Notes,
Series
200[•]-[•]
|
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:
D-1
(i) for
each Mortgage Loan with a Credit Limit in excess of $100,000, a final original
title policy “(e.g., ALTA, FACT, PIRT, etc.)”.
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,
F.S.B.,
|
|
|
as
Custodian for the Indenture Trustee
|
|
|
By:
________________________
|
|
|
Name:
|
|
|
Title:
|
|
|
cc: [Issuer]
|
D-2
