EXHIBIT 1.2
CWALT 200_-__
INDEMNIFICATION
AND
CONTRIBUTION AGREEMENT
AGREEMENT, dated ______________, 200_ (this "Agreement"), among
CWALT, Inc., a Delaware corporation ("CWALT"), [Countrywide]
(defined below)
and the Broker-Dealers (defined below).
WITNESSETH:
WHEREAS, CWALT and one or more of the Broker-Dealers are
parties
to the Underwriting Agreement (defined below), providing for the
sale by CWALT
and the purchase, severally and not jointly, by such Broker-Dealers
of the
Public Certificates (defined below); and
WHEREAS, CWALT and one or more of the Broker-Dealers are
parties
to the Purchase Agreement (defined below), providing for the sale
by CWALT and
the purchase, severally and not jointly, of the Private
Certificates other
than the Retained Certificates (defined below); and
WHEREAS, as an inducement to the Broker-Dealers to enter into
the
Underwriting Agreement and the Purchase Agreement, CWALT 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 CWALT to the Sellers
(defined below) for the Mortgage Loans will be the proceeds of the
sale by
CWALT to the Broker-Dealers of the Public Certificates and the
Private
Certificates other than the Retained Certificates and the delivery
of any
Retained Certificates and as an inducement to the Broker-Dealers to
enter into
the Underwriting Agreement and the Purchase Agreement,
[Countrywide] 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:
<PAGE>
ARTICLE I
Definitions
1.1
Certain Defined
Terms.
---------------------
The
following terms shall have the meanings set forth below, unless
the
context clearly indicates otherwise:
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 CWALT relating to the offering
from time to
time of one or more series of mortgage pass-through
certificates.
Bloomberg
Submission:
The material submitted
to Bloomberg for ultimate
access by investors.
Broker-Dealer: Each of the signatories to this Agreement other
than
CWALT or the Seller.
Certificates:
Alternative Loan Trust
200_-__, Mortgage Pass-Through
Certificates, Series 200_-__ of CWALT.
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.
[Countrywide]:
[Countrywide Home Loans, Inc.], a [New York] corporation
and its successors in interest.
CWALT:
CWALT, Inc., a Delaware corporation and its successors in
interest.
2
<PAGE>
CWALT
Memorandum
Information: All information contained or
incorporated in the Memorandum other than the Purchaser
Information.
CWALT
Prospectus Information: All information contained or
incorporated
in the Prospectus other than the Senior Underwriter Information,
the Mezzanine
Underwriter Information and the PO Underwriter Information.
CWALT
Registration Information: All information contained or
incorporated in the Registration Statement other than the Senior
Underwriter
Information, the Mezzanine Underwriter Information and the PO
Underwriter
Information.
Disclosure
Package: The Issuer Free Writing Prospectus and the Base
Prospectus collectively.
Exchange
Act: The Securities
Exchange Act of 1934, as amended.
Final Free
Writing Prospectus:
The Free Writing
Prospectus referred to
in Section 2.3(c) hereof.
Form 8-K:
The Current Report on Form 8-K, if any, filed by or on behalf
of CWALT 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 CWALT
provided by CWALT to the Underwriters in connection with the
Underwritten
Public Certificates.
Memorandum: The Confidential Private Placement Memorandum, if any,
dated
the Closing Date, as the same may be amended or supplemented, of
CWALT
relating to the Private Certificates.
Mezzanine
Certificates: The Class [MF-1], Class [MF-2], Class [MF-3],
Class [MF-__], Class [MF- __], Class [MV-1], Class [MV-2], Class
[MV-3], Class
[MV-__] and Class [MV __] Certificates.
Mezzanine
Spread: The excess, if any, of (i) the purchase prices paid by
investors to the Mezzanine Underwriter for the Mezzanine
Certificates over
(ii) the purchase price paid by the Mezzanine Underwriter to CWALT
for the
Mezzanine Certificates pursuant to the Underwriting Agreement.
Mezzanine
Underwriter: The Broker-Dealer which is purchasing the
Mezzanine Certificates pursuant to the Underwriting Agreement.
Mezzanine
Underwriter Information: The following information: (i) the
only written information furnished by or on behalf of the
Mezzanine
Underwriter to CWALT specifically for use in connection with the
preparation
of the Registration Statement or the Prospectus, such information
being the
information relating to the Mezzanine Underwriter set forth in
the
3
<PAGE>
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 Underwriter.
Offered
Certificates:
The Public Certificates and the Private
Certificates.
Pool
Error: Any error or omission in the Seller Mortgage Loan
Information.
PO Spread:
The excess, if any, of (i) the purchase prices paid by
investors to the PO Underwriter for the Class PO Certificates, over
(ii) the
purchase price paid by the PO Underwriter to CWALT for the Class
PO
Certificates pursuant to the Underwriting Agreement.
PO
Underwriter: The Broker-Dealer, if any, which is purchasing the
Class
PO Certificates pursuant to the Underwriting Agreement.
PO
Underwriter Information: As to the PO Underwriter, the
following
information: (i) the only written information furnished by or on
behalf of the
PO Underwriter to CWALT specifically for use in connection with
the
preparation of the Registration Statement or the Prospectus, such
information
being the information relating to the PO 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 Underwriter.
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 [BF], Class [BV], Class [PF], Class
[PV], Class [CF] and Class [CV] 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 CWALT relating to the
offering of the Public Certificates.
Public
Certificates:
The Senior Certificates and the Mezzanine
Certificates.
Purchase
Agreement: The
Purchase Agreement,
if any, dated the
Closing
Date, between CWALT
and the Purchaser
providing for the purchase and sale of
the Private Certificates.
Purchase
Spread: The excess, if any, of (i) the purchase prices paid by
investors to the Purchaser for the Private Certificates over (ii)
the purchase
price paid by the Purchaser to CWALT for the Private Certificates
pursuant to
the Purchase Agreement.
Purchaser:
The Broker-Dealer that is purchasing the Private Certificates
pursuant to the Purchase Agreement.
4
<PAGE>
Purchaser
Information: The only written information furnished by or on
behalf of the Purchaser to CWALT specifically for use in connection
with the
preparation of the 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:
None.
Rules
and Regulations: The rules and regulations of the Commission
promulgated under the Act.
Sellers:
[Countrywide]
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 [AF-1A], Class [AF-1B], Class [AF-2],
Class [AF-3], Class [AF-4], Class [AF-5A], Class [AF-5B], Class
[AF-__] Class
[2-AV-1], Class [2-AV-2], Class [2-AV-__], Class [3-AV-1], Class
[3-AV-2],
Class [3-AV-__] 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,
other than
the Retained Certificates, over (ii) the purchase price paid by the
Senior
Underwriters to CWALT for the Senior Certificates pursuant to the
Underwriting
Agreement.
Senior
Structure: Information contained in a Preliminary Term Sheet or
ABS ICM specifying the paydown rules for the classes and
characteristics of
the Senior Certificates.
Senior
Underwriters: The Broker-Dealers which are purchasing the
Senior
Certificates, other than the Retained Certificates and the Class
PO
Certificates, pursuant to the Underwriting Agreement.
Senior
Underwriter Information: The following information: (i) only
written information furnished by or on behalf of the Senior
Underwriters to
CWALT specifically for use in connection with the preparation of
the
Registration Statement or the Prospectus, such information being
the
information relating to the Senior Underwriters 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 Underwriters.
Underwriter: Each
Broker-Dealer other than the Purchaser.
Underwriting Agreement: The Underwriting Agreement, dated the
date
hereof, among CWALT, the Senior Underwriters, the PO Underwriter
and the
Mezzanine Underwriter providing for the purchase and sale of the
Public
Certificates, other than the Retained Certificates.
5
<PAGE>
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, as applicable.
1.3
Interpretive
Principle.
----------------------
A
Broker-Dealer may be acting in more than one capacity, e.g., a
Senior
Underwriter also may be the PO Underwriter. 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) CWALT has all requisite corporate power and authority to
execute, deliver and perform its obligations under this Agreement;
and
(b) [Countrywide] 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
6
<PAGE>
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;
(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 CWALT 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 regarding the transaction other than the Senior
Structure,
Bloomberg
Submissions, Collateral Strats or Computational Materials
(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 CWALT 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 CWALT or its counsel reasonably objects, and (z)
shall
convey such Traditional Term Sheet in final form to counsel for
CWALT and
to each potential investor in the class or classes of Public
Certificates to which such Traditional Term Sheet relates.
7
<PAGE>
(iii) An Underwriter may convey Computational Materials (x) to
a
potential
investor prior to entering into a Contract of Sale with such
invest
