EXHIBIT 1.2
CWABS 200_-__
INDEMNIFICATION
AND
CONTRIBUTION AGREEMENT
AGREEMENT, dated ___________, 200_ (this "Agreement"), among CWABS,
Inc.,
a Delaware corporation ("CWABS"), [CHL] (defined below) and the
Broker-Dealers
(defined below).
WITNESSETH:
WHEREAS, CWABS and one or more of the Broker-Dealers are parties to
the
Underwriting Agreement (defined below), providing for the sale by
CWABS and
the purchase, severally and not jointly, by such Broker-Dealers of
the Public
Certificates (defined below); and
WHEREAS, CWABS and one or more of the Broker-Dealers are parties to
the
Purchase Agreement (defined below), providing for the sale by CWABS
and the
purchase, severally and not jointly, of the Private Certificates
(defined
below) other than the Retained Certificates; and
WHEREAS, as an inducement to the Broker-Dealers to enter into
the
Underwriting Agreement and the Purchase Agreement, CWABS and
the
Broker-Dealers wish to provide for indemnification and contribution
on the
terms and conditions hereinafter set forth; and
WHEREAS, the purchase price to be paid by CWABS to the Sellers
(defined
below) for the Mortgage Loans will be the proceeds of the sale by
CWABS to the
Broker-Dealers of the Public Certificates and the Private
Certificates other
than the Retained Certificates, and as an inducement to the
Broker-Dealers to
enter into the Underwriting Agreement and the Purchase Agreement,
[CHL] agrees
to perform certain obligations set forth herein;
NOW,
THEREFORE, in consideration of the foregoing and of other good
and
valuable consideration, the receipt and sufficiency of which is
hereby
acknowledged, the parties hereto agree as follows:
ARTICLE I
Definitions
1.1. Certain Defined Terms.
The following terms shall have the meanings set forth below, unless
the
context clearly indicates otherwise:
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ABS
ICM: A Free Writing Prospectus that consists of information
contemplated by the definition of ABS informational and
computational
materials in Item 1101(a) of Regulation AB under the Act.
Act:
The Securities Act of 1933, as amended.
Agreement: This Indemnification and Contribution Agreement, as the
same
may be amended in accordance with the terms hereof.
Base
Prospectus: The prospectus dated __________, 200_, as the same
may
be amended or supplemented, of CWABS relating to the offering from
time to
time of one or more series of asset backed certificates.
Bloomberg Submission: The material submitted to Bloomberg for
ultimate
access by investors.
Broker-Dealer: Each of the signatories to this Agreement other than
CWABS
or [CHL].
Certificates: Asset-Backed Certificates, Series 200_-__ of
CWABS.
[CHL]: [Countrywide Home Loans, Inc.], a [New York] corporation and
its
successors in interest.
Closing Date: On or about __________, 200_.
Collateral Strats: Information regarding the Mortgage Loans that is
based
on the Seller Mortgage Loan Information.
Computational Materials: A Free Writing Prospectus containing
only
information of the type specified in paragraph (5) of the
definition of ABS
ICM; provided, however, that Computational Materials do not include
any
misstatement or omission or alleged misstatement or omission that
results from
a Pool Error.
Contract of Sale: Has the meaning set forth in Rule 159 under the
Act.
CWABS: CWABS, Inc., a Delaware corporation and its successors
in
interest.
CWABS Memorandum Information: All information contained or
incorporated
in the Memorandum other than the Purchaser Information.
CWABS Prospectus Information: All information contained or
incorporated
in the Prospectus other than the related Senior Underwriter
Information.
CWABS Registration Information: All information contained or
incorporated
in the Registration Statement other than the related Senior
Underwriter
Information.
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Disclosure Package: The Issuer Free Writing Prospectus and the
Base
Prospectus collectively.
Exchange Act: The Securities Exchange Act of 1934, as amended.
Form
8-K: The Current Report on Form 8-K, if any, filed by or on
behalf
of CWABS with respect to the Mortgage Loans and including any ABS
ICM or
Preliminary Term Sheet furnished by one or more of the
Broker-Dealers.
Free
Writing Prospectus: The meaning set forth in Rules 405 and 433
under
the Act.
Issuer Free Writing Prospectus: The Free Writing Prospectus of
CWABS
furnished by CWABS to the Underwriters in connection with the
Public
Certificates.
Offered Certificates: The Public Certificates and the Private
Certificates.
Pool
Error: Any error or omission in the Seller Mortgage Loan
Information.
Preliminary Term Sheet: A Free Writing Prospectus that describes
the
Certificates and/or the Mortgage Loans and contains information of
the type
described in Item 1101(a) (1) - (3) of Regulation AB under the Act
but
excluding any Computational Materials.
Private Certificates: The Class [M-6], Class [M-7], Class [M-_],
Class
[B], Class [P] and Class [C] Certificates.
Prospectus: The Base Prospectus together with the Prospectus
Supplement.
Prospectus Supplement: The Prospectus Supplement dated the date
hereof,
as the same may be amended or supplemented, of CWABS relating to
the offering
of the Public Certificates.
Public Certificates: The Senior Certificates.
Purchase Agreement: The Purchase Agreement, if any, dated the
Closing
Date, between CWABS and the Purchaser providing for the purchase
and sale of
the Private Certificates, other than the Retained Certificates that
are
Private Certificates.
Purchase Spread: The excess, if any, of (i) the purchase prices
paid by
investors to the Purchaser for the Private Certificates other than
the
Retained Certificates over (ii) the purchase price paid by the
Purchaser to
CWABS for the Private Certificates other than the Retained
Certificates
pursuant to the Purchase Agreement.
Purchaser: The Broker-Dealer that is purchasing the Private
Certificates
other than the Retained Certificates pursuant to the Purchase
Agreement.
Purchaser Information: The only written information furnished by or
on
behalf of the Purchaser to CWABS specifically for use in connection
with the
preparation of the
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Memorandum, such information being the information relating to the
Purchaser
set forth in the Memorandum under the caption "Method of
Placement."
Registration Statement: As defined in the Underwriting
Agreement.
Retained Certificates: The Class A-R, Class [P] and Class [C]
Certificates.
Rules and Regulations: The rules and regulations of the
Commission
promulgated under the Act.
Sellers: [CHL] and [one or more special purpose entities
established by
[Countrywide Financial Corporation] or one of its
subsidiaries].
Seller Mortgage Loan Information: Information relating to the
Mortgage
Loans furnished by or on behalf of any Seller to any
Broker-Dealer.
Senior Certificates: The Class [1-AF-1], Class [1-AF-2], Class
[1-AF-_],
Class [2-AV-1], Class [2-AV-2], Class [2-AV-_], Class [M-1], Class
[M-2],
Class [M-3], Class [M-4], Class [M-5] and Class A-R
Certificates.
Senior Spread: The excess, if any, of (i) the purchase prices paid
by
investors to the Senior Underwriters for the Senior Certificates
over (ii) the
purchase price paid by the Senior Underwriter to CWABS for the
Senior
Certificates pursuant to the Underwriting Agreement.
Senior Structure: Information contained in a Preliminary Term Sheet
or
ABS ICM specifying paydown rules for the classes and
characteristics of the
Senior Certificates.
Senior Underwriters or Underwriters: Each Broker-Dealer that is
purchasing the Senior Certificates pursuant to the Underwriting
Agreement.
Senior Underwriter Information: As to any Senior Underwriter: (i)
the
only written information furnished by or on behalf of such Senior
Underwriters
to CWABS specifically for use in connection with the preparation of
the
Registration Statement or the Prospectus, such information being
the
information relating to such Senior Underwriter set forth in the
Prospectus
Supplement in the last paragraph of the cover page thereof and
under the
caption "Method of Distribution" therein and (ii) any Computational
Materials
prepared by such Senior Underwriter.
Underwriting Agreement: The Underwriting Agreement, dated the
date
hereof, among CWABS and each Senior Underwriter providing for the
purchase and
sale of the Senior Certificates.
Written Communication: The meaning set forth in Rule 405 under the
Act.
1.2.
Other Terms.
Capitalized terms used but not defined herein shall have the
meanings assigned
to such terms in the Underwriting Agreement or the Purchase
Agreement.
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1.3.
Interpretive Principle.
A Broker-Dealer may be acting in more than one capacity. References
herein to
a Broker-Dealer acting in a particular capacity shall refer to
such
Broker-Dealer in such capacity only and shall not refer to other
capacities,
if any, being served by such Broker-Dealer.
ARTICLE II
Representations and Warranties
2.1.
Mutual Representation.
Each party hereto represents to the other parties hereto that:
(a) the execution, performance and delivery of this Agreement
has
been
duly authorized by such party;
(b) this Agreement has been duly executed and delivered by such
party; and
(c) this Agreement constitutes the legal and valid obligations
of
such
party.
2.2.
Other Representations.
(a) CWABS has all requisite corporate power and authority to
execute, deliver and perform its obligations under this Agreement;
and
(b) [CHL] has all requisite corporate power and authority to
execute, deliver and perform its obligations under this
Agreement.
(c) In relation to each Member State of the European Economic
Area
that
has implemented the Prospectus Directive (each, a "Relevant
Member
State"), each Broker-Dealer represents that with effect from
and
including the date on which the Prospectus Directive is implemented
in
that
Relevant Member State (the "Relevant Implementation Date") and
with
respect to any Class of Certificates with a minimum denomination of
less
than
$[100,000] that is purchased by such Broker-Dealer it has not
made
and
will not make an offer of Certificates of that Class to the public
in
that
Relevant Member State prior to the publication of a prospectus
in
relation to the Certificates of that Class which has been approved
by the
competent authority in that Relevant Member State or, where
appropriate,
approved in another Relevant Member State and notified to the
competent
authority in that Relevant Member State, all in accordance with
the
Prospectus Directive, except that it may, with effect from and
including
the Relevant
Implementation Date, make an offer of Certificates of that
Class to the public in that Relevant Member State at any time:
(i) to legal entities which are authorized or regulated to
operate in the financial markets or, if not so authorized or
regulated, whose corporate purpose is solely to invest in
securities;
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(ii) to any legal entity which has two or more of (1) an
average of at least [250] employees during the last fiscal year;
(2)
total assets of more than (euro)[43,000,000] and (3) an annual
net
revenue of more than (euro)[50,000,000], as shown in its last
annual
or consolidated financial statements; or
(iii) in any other circumstances that do not require the
publication by the Depositor of a prospectus pursuant to Article
3
of the Prospectus Directive.
For
the purposes of this provision, the expression an "offer of
Certificates of that Class to the public" in relation to any Class
of
Certificates, which Class has a minimum denomination of less than
$[100,000],
in any Relevant Member State means the communication in any form
and by any
means of sufficient information on the terms of the offer and the
Certificates
to be offered so as to enable an investor to decide to purchase or
subscribe
the Certificates of that Class, as the same may be varied in that
Member State
by any measure implementing the Prospectus Directive in that Member
State, and
the expression "Prospectus Directive" means Directive 2003/71/EC
and includes
any relevant implementing measure in each Relevant Member
State.
2.3.
Marketing.
(a) Each Underwriter represents to and agrees with CWABS as
follows:
(i) Prior to entering into any Contract of Sale, the
Underwriter shall convey the Disclosure Package to each
prospective
investor. The Underwriter shall keep sufficient records to
document
its conveyance of the Disclosure Package to each potential
investor
prior to the related Contract of Sale.
(ii) An Underwriter may convey ABS ICM or a Preliminary Term
Sheet to a potential investor prior to entering into a Contract
of
Sale with such investor; provided, however, that such
Underwriter
shall not enter into a Contract of Sale with such investor
unless
the Underwriter has complied with paragraph (i) above prior to
such
Contract of Sale. In addition, if such ABS ICM or Preliminary
Term
Sheet contains any information other than the Bloomberg
Submissions,
Collateral Strats or Computational Materials (any such ABS ICM
or
Preliminary Term Sheet, a "Traditional Term Sheet"), such
Underwriter: (x) shall deliver a copy of the proposed
Traditional
Term Sheet to CWABS and its counsel at least [one] business day
prior to the anticipated first use; (y) shall not convey any
such
Traditional Term Sheet to which CWABS or its counsel reasonably
objects, and (z) shall convey such Traditional Term Sheet in
final
form to counsel for CWABS and to each potential investor in the
class or classes of Public Certificates to which such
Traditional
Term Sheet relates.
(iii) An Underwriter may convey Computational Materials (x) to
a potential investor prior to entering into a Contract of Sale
with
such
investor; provided, however, that such Underwriter shall not
enter into a Contract of Sale with such investor unless the
Underwriter has complied with paragraph (i) above prior to such
Contract of Sale and such Computational Materials shall be
conveyed
separate and apart from any Preliminary Term Sheet and (y) to
an
investor after a Contract of Sale provided that the Underwriter
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has complied with paragraph (i) above in connection with such
Contract of Sale. The Underwriter shall keep sufficient records
of
any conveyance of Computational Materials to potential or
actual
investors and shall maintain such records as required by the
Rules
and Regulations.
(iv) Each ABS ICM or Preliminary Term Sheet shall contain
legends that are substantially similar to the
