EXHIBIT 1.2
CWMBS 200_-__
INDEMNIFICATION
AND
CONTRIBUTION AGREEMENT
AGREEMENT, dated ______________, 200_ (this "Agreement"),
among CWMBS, Inc., a Delaware corporation ("CWMBS"), [Countrywide]
(defined
below) and the Broker-Dealers (defined below).
WITNESSETH:
WHEREAS, CWMBS and one or more of the Broker-Dealers are
parties to the Underwriting Agreement (defined below), providing
for the sale
by CWMBS and the purchase, severally and not jointly, by such
Broker-Dealers
of the Public Certificates (defined below); and
WHEREAS, CWMBS and one or more of the Broker-Dealers are
parties to the Purchase Agreement (defined below), providing for
the sale by
CWMBS 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, CWMBS
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 CWMBS to the
Sellers (defined below) for the Mortgage Loans will be the proceeds
of the
sale by CWMBS 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:
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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 CWMBS 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
CWMBS or the Seller.
Certificates: CHL Mortgage Pass-Through Trust 200_-__, Mortgage
Pass-Through Certificates, Series 200_-__ of CWMBS.
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.
CWMBS: CWMBS, Inc., a Delaware corporation and its successors
in
interest.
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CWMBS Memorandum Information: All information contained or
incorporated in the Memorandum other than the Purchaser
Information.
CWMBS 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.
CWMBS 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 CWMBS 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
CWMBS
provided by CWMBS 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 CWMBS
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 CWMBS
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 CWMBS 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
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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 CWMBS 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 CWMBS 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 CWMBS
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 CWMBS 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 CWMBS for the Private
Certificates
pursuant to the Purchase Agreement.
Purchaser: The Broker-Dealer that is purchasing the Private
Certificates pursuant to the Purchase Agreement.
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Purchaser
Information: The only written information furnished by or
on behalf of the Purchaser to CWMBS 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 CWMBS 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
CWMBS 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 CWMBS, 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.
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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) CWMBS 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
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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 CWMBS 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
CWMBS 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 CWMBS or its counsel reasonably objects,
and
(z) shall convey such Traditional Term Sheet in final form to
counsel for CWMBS and to each potential investor in the class
or
classes of Public Certificates to which such Traditional Term
Sheet relates.
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(iii) An Underwriter may convey Computational Materials (x)
to a potential investor prior to en
