EXHIBIT 1.1(b)
CWHEQ 200_-_
INDEMNIFICATION
AND
CONTRIBUTION AGREEMENT
AGREEMENT,
dated _______, 200_ (this "Agreement"), among CWHEQ, Inc., a
Delaware corporation ("CWHEQ"), the Sponsor (as defined below) and
the
Broker-Dealers (as defined below).
WITNESSETH:
WHEREAS,
CWHEQ and one or more of the Broker-Dealers are parties to the
Underwriting Agreement (defined below), providing for the sale by
CWHEQ and
the purchase, severally and not jointly, by such Broker-Dealers of
the Notes
(defined below); and
WHEREAS,
as an inducement to the Broker-Dealers to enter into the
Underwriting Agreement, CWHEQ and the Broker-Dealers wish to
provide for
indemnification and contribution on the terms and conditions
hereinafter set
forth; and
WHEREAS,
as an inducement to the Broker-Dealers to enter into the
Underwriting Agreement, the Sponsor 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 CWHEQ, Inc., currently, relating
to the
offering from time to time of one or more series of asset backed
notes.
Bloomberg Submission: The material submitted to Bloomberg for
ultimate access by investors.
Broker-Dealer: Each of the signatories to this Agreement or any
Terms Agreement other than CWHEQ or the Sponsor.
Certificates: The Class C Certificates, Class R-[1]
Certificates
and Class R-[2] Certificates.
Closing Date: As to any Offering, the date set forth in the
related Prospectus Supplement.
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.
CWHEQ: CWHEQ, Inc., a Delaware corporation and its successors
in
interest.
CWHEQ Prospectus Information: All information contained or
incorporated in each Prospectus other than the related
Underwriter
Information.
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CWHEQ Registration Information: All information contained or
incorporated in the Registration Statement other than the related
Underwriter
Information.
Disclosure Package: The Issuer Free Writing Prospectus,
including
the Static Pool Data referred to therein, 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 CWHEQ with respect to the Mortgage Loans and including
any ABS ICM
or Preliminary Term Sheet, Series 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
CWHEQ furnished by CWHEQ to the Underwriters in connection with the
Notes.
Notes: Revolving Home Equity Loan Asset Backed Notes, Series
200_-_ of CWHEQ Revolving Home Equity Loan Trust, Series
200_-_.
Offered Notes: The Class A, Class A-IO, Class M-[1], Class
M-[2],
Class M-[3], Class M-[4], Class M-[5], Class M-[6], and Class B
Notes.
Offering: As defined in the Underwriting Agreement.
Pool Error: Any error or omission in the Seller Mortgage Loan
Information.
Preliminary Term Sheet: A Free Writing Prospectus that
describes
the Notes 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.
Prospectus: As to any Offering, the Base Prospectus together
with
the related Prospectus Supplement with any supplement to the
Prospectus
Supplement.
Prospectus Supplement: As defined in the Underwriting
Agreement.
Registration Statement: As defined in the Underwriting
Agreement.
Rules and Regulations: The rules and regulations of the
Commission
promulgated under the Act.
Seller Mortgage Loan Information: Information relating to the
Mortgage Loans furnished by or on behalf of the Sponsor to any
Broker-Dealer.
Series Term Sheet: As defined in the No-Action Letters.
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Sponsor: Countrywide Home Loans, Inc., a New York corporation
and
its successors in interest.
Spread: As to any Underwriter, the excess of (i) the price paid
by
investors for the Notes purchased from such Underwriter over (ii)
the price
paid by such Underwriter to CWHEQ for such Notes.
Static Pool Data: The information on the website of the Sponsor
as
contemplated by Item 1105 of Regulation AB.
Structure: Information contained in a Preliminary Term Sheet or
ABS ICM specifying paydown rules for the classes and
characteristics of the
Notes.
Terms Agreement: As defined in the Underwriting Agreement.
Underwriter: Each Broker-Dealer that is purchasing the Notes
pursuant to the Underwriting Agreement and the related Terms
Agreement.
Underwriter Information: As to any Underwriter: (i) the only
written information furnished by or on behalf of such Underwriter
to CWHEQ
specifically for use in connection with the preparation of the
Registration
Statement or the related Prospectus, such information being the
information
relating to such Underwriter set forth in the related 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; provided, however, that such Computational Materials
shall not
include any Seller Mortgage Loan Information or any errors in the
mathematical
calculations reflected in such Computational Materials to the
extent such
errors result from such Seller Mortgage Loan Information.
Underwriting Agreement: The Underwriting Agreement, dated the
date
hereof, among CWHEQ and each Underwriter providing for the purchase
and sale
of the Notes.
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.
ARTICLE II
Representations and Warranties
2.1
Mutual
Representation.
Each party hereto represents to the other parties hereto that:
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(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) CWHEQ
has all requisite corporate power and authority to execute,
deliver and perform its obligations under this Agreement; and
(b) The
Sponsor 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 Notes
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 Notes
of that
Class to the public in that Relevant Member State prior to the
publication of
a prospectus in relation to the Notes 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 Notes 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 Notes
of
that Class to the public" in relation to any Class of Notes, 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 Notes to be offered so as to enable
an investor
to decide to purchase or subscribe the Notes of that Class, as the
same may be
varied in that Member State by any measure implementing the
Prospectus
Directive in that
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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 CWHEQ 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 CWHEQ 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 CWHEQ or its counsel
reasonably
objects; and (z) shall convey such Traditional Term Sheet in
final form
to counsel for CWHEQ and to each potential investor in the
class or
classes of Notes 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 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 following:
The
information in this free writing prospectus is preliminary.
This
free
writing prospectus is being delivered to you solely to provide
you
with
information about the offering of the securities referred to in
this free
writing prospectus and to solicit an offer to purchase the
securities, when, as and if issued. Any such offer to purchase made
by
you will
not be accepted and will not constitute a contractual
commitment
by you to purchase any of the securities until we have
accepted
your offer to purchase. You may
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withdraw
your offer to purchase securities at any time prior to our
acceptance
of your offer.
The asset-backed securities referred to in this free writing
prospectus
are being offered when, as and if issued. In particular you
are
advised that asset-backed securities, and the asset pools
backing
them, are
subject to modification or revision (including, among other
things,
the possibility that one or more classes of securities may be
split,
combined or eliminated), at any time prior to issuance or
availability of a final prospectus. As a result, you may commit
to
purchase
securities that have characteristics that change, and you are
advised
that all or a portion of the securities may not b
