Document/Exhibit Description Pages Size
1: 8-K Current Report 5 21K
2: EX-4.1 Instrument Defining the Rights of Security Holders 254 858K
3: EX-99.1 Miscellaneous Exhibit 8 59K
4: EX-99.2 Miscellaneous Exhibit 24 79K
5: EX-99.3 Miscellaneous Exhibit 3 14K
6: EX-99.4 Miscellaneous Exhibit 5 19K
7: EX-99.5 Miscellaneous Exhibit 11 49K
8: EX-99.6 Miscellaneous Exhibit 11 40K
EXHIBIT 99.6
[LOGO] FINANCIAL FINANCIAL GUARANTY
SECURITY INSURANCE POLICY
ASSURANCE(R)
Policy No.: 51827-N
Date of Issuance: 3/29/07
Trust: As described in Endorsement No. 1
Certificates: CWABS Asset-Backed Certificates Trust 2007-4, Asset Backed
Certificates, Series 2007-4, Class A-4W Certificates having an
initial aggregate Certificate Principal Balance of $77,898,000,
Class A-5W Certificates having an initial aggregate Certificate
Principal Balance of $74,167,000 and Class A-6W Certificates
having an initial aggregate Certificate Principal Balance of
$80,000,000.
FINANCIAL SECURITY ASSURANCE INC. ("Financial Security"), for
consideration received, hereby UNCONDITIONALLY AND IRREVOCABLY GUARANTEES to the
Trustee for the benefit of each Holder, subject only to the terms of this Policy
(which includes each endorsement hereto), the full and complete payment of
Guaranteed Distributions with respect to the Certificates of the Trust referred
to above.
For the further protection of each Holder, Financial Security irrevocably
and unconditionally guarantees payment of the amount of any distribution of
principal or interest with respect to the Certificates made during the Term of
this Policy to such Holder that is subsequently avoided in whole or in part as a
preference payment under applicable law.
Payment of any amount required to be paid under this Policy will be made
following receipt by Financial Security of notice as described in Endorsement
No. 1 hereto.
Financial Security shall be subrogated to the rights of each Holder to
receive distributions with respect to each Certificate held by such Holder to
the extent of any payment by Financial Security hereunder.
Except to the extent expressly modified by Endorsement No. 1 hereto, the
following terms shall have the meanings specified for all purposes of this
Policy. "Holder" means the registered owner of any Certificate as indicated on
the registration books maintained by or on behalf of the Trustee for such
purpose or, if the Certificate is in bearer form, the holder of the Certificate.
"Trustee", "Guaranteed Distributions" and "Term of this Policy" shall have the
meanings set forth in Endorsement No. 1 hereto.
This Policy sets forth in full the undertaking of Financial Security, and
shall not be modified, altered or affected by any other agreement or instrument,
including any modification or amendment thereto. Except to the extent expressly
modified by an endorsement hereto, the premiums paid in respect of this Policy
are nonrefundable for any reason whatsoever. This Policy may not be canceled or
revoked during the Term of this Policy. An acceleration payment shall not be due
under this Policy unless such acceleration is at the sole option of Financial
Security. THIS POLICY IS NOT COVERED BY THE PROPERTY/CASUALTY INSURANCE SECURITY
FUND SPECIFIED IN ARTICLE 76 OF THE NEW YORK INSURANCE LAW.
In witness whereof, FINANCIAL SECURITY ASSURANCE INC. has caused this
Policy to be executed on its behalf by its Authorized Officer.
FINANCIAL SECURITY ASSURANCE INC.
By /s/ Bruce Stern
-----------------------------
AUTHORIZED OFFICER
A subsidiary of Financial Security Assurance Holdings Ltd.
31 West 52nd Street, New York, NY 10019 (212) 826-0100
Form 101NY (5/89)
ENDORSEMENT NO. 1 TO
FINANCIAL GUARANTY INSURANCE POLICY
FINANCIAL SECURITY 31 West 52nd Street
ASSURANCE INC. New York, New York 10019
TRUST: The Trust created by the Pooling and Servicing Agreement,
dated as of March 1, 2007 among CWABS, Inc., as Depositor,
Countrywide Home Loans, Inc., as Seller, Park Monaco Inc., as
Seller, Park Sienna LLC, as Seller, Countrywide Home Loans
Servicing LP, as Master Servicer and The Bank of New York, as
Trustee, pursuant to which the Certificates identified below
shall be issued.
CERTIFICATES: CWABS Asset-Backed Certificates Trust 2007-4, Asset-Backed
Certificates, Series 2007-4, Class A-4W Certificates having
an initial aggregate Certificate Principal Balance of
$77,898,000, Class A-5W Certificates having an initial
aggregate Certificate Principal Balance of $74,167,000 and
Class A-6W Certificates having an initial aggregate
Certificate Principal Balance of $80,000,000.
Policy No.: 51827-N
Date of Issuance: March 29, 2007
1. Definitions. For all purposes of this Policy, the terms specified below
shall have the meanings or constructions provided below. Capitalized terms used
herein and not otherwise defined herein shall have the meanings provided in the
Pooling and Servicing Agreement unless the context shall otherwise require.
"Business Day" means any day other than a Saturday, Sunday, legal holiday
or other day on which banking institutions in New York, New York, or any other
location of any successor servicer or successor trustee are authorized or
obligated by law, executive order or governmental decree to be closed.
"Guaranteed Distributions" means, with respect to each Distribution Date
and a Class of Certificates, the distribution to be made to such Holders in an
aggregate amount equal to (i) the amount, if any, by which the amount available
to be distributed to that Class of Certificates, pursuant to the priority of
payment set forth in the Pooling and Servicing Agreement, is less than the
Required Distributions for such Class of Certificates on such Distribution Date
and (ii) to the extent unpaid on the Last Scheduled Distribution Date, after
payment of all other amounts due to that Class of Certificates, the sum of (a)
any remaining Certificate Principal Balance of such Class of Certificates and
(b) the amount of any Applied Realized Loss Amount allocated to that Class of
Certificates prior to the Last Scheduled Distribution Date to the extent
Financial
Policy No.: 51827-N Date of Issuance: March 29,2007
Security has not paid such Applied Realized Loss Amount and the Holders of such
Class of Certificates have not received any Subsequent Recovery related to such
Applied Realized Loss Amount, in each case after giving effect to all
distributions, other than Required Distributions for that Class of Certificates,
to be made on such Distribution Date; and, in each case in accordance with the
original terms of that Class of Certificates when issued and without regard to
any amendment or modification of such Class of Certificates or the Pooling and
Servicing Agreement except amendments or modifications to which Financial
Security has given its prior written consent. FSA may consent to any amendment
of or modification to the Pooling and Servicing Agreement as permitted by the
Pooling and Servicing Agreement; provided, however, that no such amendment or
modification shall, without the consent of such Holder, change the entitlement
of such Holder to payment under this Policy of any unpaid principal of that
Class of Certificates due at final maturity, or any unpaid interest thereon due
on any interest payment date. Guaranteed Distributions shall not include, nor
shall coverage be provided under this Policy in respect of, any Prepayment
Interest Shortfalls, interest shortfalls resulting from the application of the
Relief Act or similar state or local laws, Net Rate Carryover amounts, or any
taxes, withholding or other charge imposed by any governmental authority due in
connection with the payment of any Guaranteed Distribution to a Holder. For
purposes of this definition, any payment of interest previously made by
Financial Security under this Policy shall be excluded, from and including the
date of payment by Financial Security thereof, when calculating interest that is
carried forward. Guaranteed Distributions shall not include (a) any portion of
any Guaranteed Distributions due to Holders of the Certificates because a notice
and certificate in proper form as required by Section 2 hereof was not timely
Received by Financial Security and (b) any portion of a Guaranteed Distribution
due to Holders of the Certificates representing interest on any unpaid interest
accrued from and including the date of payment by Financial Security of the
amount of such unpaid interest.
"Last Scheduled Distribution Date" means (i) with respect to the Class
A-4W Certificates, the Distribution Date on January 25, 2034; (ii) with respect
to the Class A-5W Certificates, the Distribution Date on October 25, 2035; and
(iii) with respect to the Class A-6W Certificates, the Distribution Date on
August 25; 2035.
"Policy" means this Financial Guaranty Insurance Policy and includes each
endorsement thereto.
"Pooling and Servicing Agreement" means the Pooling and Servicing
Agreement, dated as of March 1, 2007 among CWABS, Inc., as Depositor,
Countrywide Home Loans, Inc., as Seller, Park Monaco Inc., as Seller, Park
Sienna LLC, as Seller, Countrywide Home Loans Servicing LP, as Master Servicer,
and The Bank of New York, as Trustee, as amended from time to time with the
consent of Financial Security.
"Receipt" and "Received" mean actual delivery to Financial Security and to
the Fiscal Agent (as defined below), if any, prior to 12:00 noon, New York City
time, on a Business Day; delivery either on a day that is not a Business Day,
or after 12:00 noon, New York City time, shall be deemed to be receipt on the
next succeeding Business Day. If any notice or certificate given hereunder by
the Trustee is not in proper form or is not properly completed, executed or
2
Policy No.: 51827-N Date of Issuance: March 29,2007
delivered, or contains any misstatement, it shall be deemed not to have been
Received, and Financial Security or its Fiscal Agent shall promptly so advise
the Trustee and the Trustee may submit an amended notice.
"Required Distributions" means, with respect to any Distribution Date and
a Class of Certificates, the sum, without duplication, of (i) the amount of
Current Interest that has accrued on that Class of Certificates at the
then-applicable Pass-Through Rate during the applicable Accrual Period with
respect to such Class of Certificates, net of any interest shortfalls resulting
from Prepayment Interest Shortfalls and any interest shortfalls resulting from
the application of the Relief Act or similar state or local laws, or Net Rate
Carryover amounts, in each case for such Class of Certificates, (ii) at the
election of Financial Security in its sole discretion, any Applied Realized Loss
Amount allocated to that Class of Certificates on or prior to that Distribution
Date, and (iii) the amount of interest that has accrued on any Applied Realized
Loss Amount allocated to that Class of Certificates prior to such Distribution
Date at the then-applicable Pass-Through Rate, in the case of each of clause
(ii) and clause (iii) to the extent Financial Security has not paid such Applied
Realized Loss Amount and the Holders of that Class of Certificates have not
received any Subsequent Recovery relating to such Applied Realized Loss Amount.
"Term Of This Policy" means the period from and including the Date of
Issuance to and including the date on which (i) the Certificate Principal
Balances of all of the Certificates is zero, (ii) any period during which any
payment on the Certificates could have been avoided in whole or in part as a
preference payment under applicable bankruptcy, insolvency, receivership or
similar law has expired, and (iii) if any proceedings requisite to avoidance as
a preference payment have been commenced prior to the occurrence of (i) and
(ii), a final and nonappealable order in resolution of each such proceeding has
been entered.
"Trustee" means The Bank of New York, in its capacity as Trustee under the
Pooling and Servicing Agreement and any successor in such capacity.
2. Notices and Conditions to Payment in Respect of Guaranteed
Distributions. Following Receipt by Financial Security of a notice and
certificate from the Trustee in the form attached as Exhibit A to this
Endorsement, Financial Security will pay any amount payable hereunder in respect
of any Guaranteed Distributions out of the funds of Financial Security on the
later to occur of (a) 12:00 noon, New York City time, on the second Business Day
following such Receipt; and (b) 12:00 noon, New York City time, on the
Distribution Date to which such claim relates. Payments due hereunder in
respect of any Guaranteed Distributions will be disbursed by wire transfer of
immediately available funds to the FSA Policy Payments Account established
pursuant to the Pooling and Servicing Agreement or, if no such FSA Policy
Payments Account has been established, to the Trustee.
Financial Security shall be entitled to pay any amount hereunder in
respect of any Guaranteed Distributions, including any acceleration payment,
whether or not any notice and certificate shall have been Received by Financial
Security as provided above, provided, however, that by acceptance of this Policy
the Trustee agrees to provide to Financial Security, upon Financial Security's
request to the Trustee, a notice and certificate in respect of any such
3
Policy No.: 51827-N Date of Issuance: March 29,2007
payments made by Financial Security. Financial Security shall be entitled to pay
principal hereunder on an accelerated basis if Financial Security shall so elect
in its sole discretion, at any time or from time to time, in whole or in part,
at an earlier Distribution Date than provided in the definition of "Guaranteed
Distributions," if such principal would have been payable under the Pooling and
Servicing Agreement were funds sufficient to make such payment available (to the
Trustee for such purpose. Any Guaranteed Distributions insured hereunder shall
not include interest, in respect of principal paid hereunder on an accelerated
basis, accruing from after the date of such payment of principal. Financial
Security's obligations hereunder in respect of any Guaranteed Distributions
shall be discharged to the extent funds are disbursed by Financial Security as
provided herein whether or not such funds are properly applied by the Trustee.
3. Notices and Conditions to Payment in Respect of Guaranteed
Distributions Avoided as Preference Payments. If any Guaranteed Distribution
with respect to a Class of Certificates is avoided as a preference payment under
applicable bankruptcy, insolvency, receivership or similar law, Financial
Security will pay such amount out of the funds of Financial Security on the
later of (a) the date when due to be paid pursuant to the Order referred to
below or (b) the first to occur of (i) the fourth Business Day following Receipt
by Financial Security from the Trustee of (A) a certified copy of the order of
the court or other governmental body which exercised jurisdiction to the effect
that such Holder is required to return principal or interest distributed with
respect to that Class of Certificates during the Term Of This Policy because
such distributions were avoidable as preference payments under applicable
bankruptcy law (the "Order"), (B) a certificate of such Holder that the Order
has been entered and is not subject to any stay and (C) an assignment duly
executed and delivered by the Holder of that Class of Certificates, in such form
as is reasonably required by Financial Security and provided to such Holder by
Financial Security, irrevocably assigning to Financial Security all rights and
claims of such Holder relating to or arising under that Class of Certificates
against the debtor which made such preference payment or otherwise with respect
to such preference payment or (ii) the date of Receipt by Financial Security
from the Trustee of the items referred to in clauses (A), (B) and (C) above if,
at least four Business Days prior to such date of Receipt, Financial Security
shall have Received written notice from the Trustee that such items were to be
delivered on such date and such date was specified in such notice. Such payment
shall be disbursed to the receiver, conservator, debtor-in-possession or trustee
in bankruptcy named in the Order and not to the Trustee or any Holder directly
(unless such Holder has previously paid such amount to the receiver,
conservator, debtor-in-possession or trustee in bankruptcy named in the Order,
in which case such payment shall be disbursed to the Trustee for distribution to
such Holder upon proof of such payment reasonably satisfactory to Financial
Security). In connection with the foregoing, Financial Security shall have the
rights provided pursuant to Section 4.06 of the Pooling and Servicing Agreement.
4. Governing Law. This Policy shall be governed by and construed in
accordance with the laws of the State of New York, without giving effect to the
conflict of laws principles thereof.
5. Fiscal Agent. At any time during the Term Of This Policy, Financial
Security may appoint a fiscal agent (the "Fiscal Agent") for purposes of this
Policy by written notice to
4
Policy No.: 51827-N Date of Issuance: March 29,2007
the Trustee at the notice address specified in the Pooling and Servicing
Agreement specifying the name and notice address of the Fiscal Agent. From and
after the date of receipt of such notice by the Trustee, (i) copies of all
notices and documents required to be delivered to Financial Security pursuant to
this Policy shall be simultaneously delivered to the Fiscal Agent and to
Financial Security and shall not be deemed Received until Received by both and
(ii) all payments required to be made by Financial Security under this Policy
may be made directly by Financial Security or by the Fiscal Agent on behalf of
Financial Security. The Fiscal Agent is the agent of Financial Security only and
the Fiscal Agent shall in no event be liable to any Holder for any acts of the
Fiscal Agent or any failure of Financial Security to deposit, or cause to be
deposited, sufficient funds to make payments due under this Policy.
6. Waiver of Defenses. To the fullest extent permitted by applicable law,
Financial Security agrees not to assert, and hereby waives, for the benefit of
each Holder, all rights (whether by counterclaim, setoff or otherwise) and
defenses (including, without limitation, the defense of fraud), whether acquired
by subrogation, assignment or otherwise, to the extent that such rights and
defenses may be available to Financial Security to avoid payment of its
obligations under this Policy in accordance with the express provisions of this
Policy. Nothing in this paragraph shall be construed to limit or otherwise
impair Financial Security's right to pursue recovery or claims (based on
contractual rights, securities law violations, fraud or other causes of action)
against any person or entity, except as provided in paragraph 3 of this
Endorsement, or to require payment by Financial Security of any amounts that
have been previously paid or that are not otherwise due in accordance with the
express provisions of this Policy or the Certificates. Nothing in this Policy
shall be construed to require payment to the extent any force majeure event or
governmental act prevents Financial Security from performing its obligations
under this Policy or such performance is otherwise rendered impossible, in which
event Financial Security agrees to (i) use commercially reasonable efforts to
perform its obligations under this Policy notwithstanding such force majeure
event, governmental act or impossibility of performance and (ii) perform its
obligations under this Policy promptly following cessation of such force majeure
event, governmental act or impossibility of performance.
7. Notices. All notices to be given hereunder shall be in writing (except
as otherwise specifically provided herein) and shall be mailed by registered
mail or personally delivered or telecopied to Financial Security as follows:
Financial Security
Assurance Inc. 31 West
52nd Street
New York, NY 10019
Attention: Managing Director -- Transaction Oversight
Re: CWABS Asset-Backed Certificates Trust 2007-4
Policy No.: 51827-N
Telecopy No.: (212) 339-3518
Confirmation: (212) 826-0100
Financial Security may specify a different address or addresses by writing
mailed or delivered to the Trustee.
5
Policy No.: 51827-N Date of Issuance: March 29,2007
8. Priorities. In the event any term or provision on the face of this
Policy is inconsistent with the provisions of this Endorsement, the provisions
of this Endorsement shall take precedence and shall be binding.
9. Exclusions From Insurance Guaranty Funds. This Policy is not covered by
the Property/Casualty Insurance Security Fund specified in Article 76 of the New
York Insurance Law. This Policy is not covered by the Florida Insurance Guaranty
Association created under Part II of Chapter 631 of the Florida Insurance Code.
In the event Financial Security were to become insolvent, any claims arising
under this Policy are excluded from coverage by the California Insurance
Guaranty Association, established pursuant to Article 14.2 of Chapter 1 of Part
2 of Division 1 of the California Insurance Code.
10. Surrender of Policy. The Trustee shall surrender this Policy to
Financial Security for cancellation upon expiration of the Term Of This Policy.
6
Policy No.: 51827-N Date of Issuance: March 29,2007
IN WITNESS WHEREOF, FINANCIAL SECURITY ASSURANCE INC. has caused this
Endorsement No. 1 to be executed by its Authorized Officer.
FINANCIAL SECURITY ASSURANCE INC.
By: /s/ Bruce Stern
-----------------------------
Authorized Officer
7
Policy No.: 51827-N Date of Issuance: March 29,2007
Exhibit A
To Endorsement 1
NOTICE OF CLAIM AND CERTIFICATE
-------------------------------
(Letterhead of Trustee)
Financial Security Assurance Inc.
31 West 52nd Street
New York, NY 10019
Re: CWABS Asset-Backed Certificates Trust 2007-4
The undersigned, a duly authorized officer of The Bank of New York (the
"Trustee"), hereby certifies to Financial Security Assurance Inc. ("Financial
Security"), with reference to Financial Guaranty Insurance Policy No. 51827-N
dated March 29, 2007 (the "Policy") issued by Financial Security in respect of
the CWABS Asset-Backed Certificates Trust 2007-4, Asset-Backed Certificates,
Series 2007-4 (the "Certificates"), that:
(i) The Trustee is the trustee for the Holders under the Pooling and
Servicing Agreement.
(ii) The sum of all amounts on deposit (or scheduled to be on
deposit) in the Distribution Account and available for distribution to the
Holders pursuant to the Pooling and Servicing Agreement will be
$____________ (the "Shortfall") less than the Guaranteed Distributions
with respect to the Distribution Date.
(iii) The Trustee is making a claim under the Policy for the
Shortfall to be applied to distributions of principal or interest or both
with respect to the Certificates.
(iv) The Trustee agrees that, following receipt of funds from
Financial Security, it shall (a) hold such amounts in trust and apply the
same directly to the payment of Guaranteed Distributions on the
Certificates when due; (b) not apply such funds for any other purpose; (c)
not commingle such funds with other funds held by the Trustee and (d)
maintain an accurate record of such payments with respect to each
Certificate and the corresponding claim on the Policy and proceeds thereof
and, if the Certificate is required to be surrendered or presented for
such payment, shall stamp on each such Certificate the legend "$[insert
applicable amount] paid by Financial Security and the balance hereof has
been cancelled and reissued" and then shall deliver such Certificate to
Financial Security.
(v) The Trustee on behalf of the Holders, hereby assigns to
Financial Security the rights of the Holders with respect to the
Certificates to the extent of any payments under the Policy, including,
without limitation, any amounts due to the Holders in respect of
securities law violations arising from the offer and sale of the
Certificates. The foregoing assignment is in addition to, and not in
limitation of, rights of subrogation otherwise available to Financial
Security in respect of such payments. The Trustee shall
A-1
Policy No.: 51827-N Date of Issuance: March 29,2007
take such action and deliver such instruments as may be reasonably
requested or required by Financial Security to effectuate the purpose or
provisions of this clause (v).
(vi) The Trustee, on its behalf and on behalf of the Holders, hereby
appoints Financial Security as agent and attorney-in-fact for the Trustee,
and each such Holder in any legal proceeding with respect to the
Certificates. The Trustee hereby agrees that Financial Security may at any
time during the continuation of any proceeding by or against the Issuer
under the United States Bankruptcy Code or any other applicable
bankruptcy, insolvency, receivership, rehabilitation or similar law (an
"Insolvency Proceeding") direct all matters relating to such Insolvency
Proceeding, including without limitation, (A) all matters relating to any
claim in connection with an Insolvency Proceeding seeking the avoidance as
a preferential transfer of any distribution made with respect to the
Certificates (a "Preference Claim"), (B) the direction of any appeal of
any order relating to any Preference Claim, at the expense of Financial
Security but subject to reimbursement as provided in the Pooling and
Servicing Agreement and (C) the posting of any surety, supersedeas or
performance bond pending any such appeal. In addition, the Trustee hereby
agrees that Financial Security shall be subrogated to, and the Trustee on
its behalf and on behalf of each Holder, hereby delegates and assigns, to
the fullest extent permitted by law, the rights of the Trustee and each
Holder in the conduct of any Insolvency Proceeding, including without
limitation all rights of any party to an adversary proceeding or action
with respect to any court order issued in connection! with any such
Insolvency Proceeding.
(vii) Payment should be made by wire transfer directed to the FSA
Policy Payments Account.
Unless the context otherwise requires, capitalized terms used in this
Notice of Claim and Certificate and not defined herein shall have the meanings
provided in the Policy.
A-2
Policy No.: 51827-N Date of Issuance: March 29,2007
IN WITNESS WHEREOF, the Trustee has executed and delivered this Notice of Claim
and Certificate as of the _________________ day of ________________, 20__.
THE BANK OF NEW YORK,
as Trustee
By:_________________________
Title:______________________
--------------------------------------------------------------------------------
For Financial Security or Fiscal Agent Use Only
Wire transfer sent on ____________ by _________________
Confirmation Number _________
A-3
Dates Referenced Herein and Documents Incorporated by Reference
| Referenced-On Page |
|---|
| This ‘8-K’ Filing | | Date | | First | | Last | | | Other Filings |
|---|
| |  |
| | 10/25/35 | | 3 |
| | 1/25/34 | | 3 |
| Filed on: | | 4/13/07 |
| For Period End: | | 3/29/07 | | 2 | | 9 | | | 8-K |
| | 3/1/07 | | 2 | | 3 |
| List all Filings |
↑Top
Filing Submission 0000905148-07-003201 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)
Copyright © 2024 Fran Finnegan & Company LLC – All Rights Reserved.
About — Privacy — Redactions — Help —
Thu., Apr. 25, 5:07:28.2am ET 