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)
<PAGE>
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
<PAGE>
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
<PAGE>
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
