EXHIBIT 1.1
CWABS, INC.
Asset-Backed Certificates, Series 200_-__
UNDERWRITING AGREEMENT
Dated the date specified on the
signature page hereof
The Firm or Firms
of Underwriters
named
on the signature page
hereof
Ladies and Gentlemen:
CWABS, Inc., a Delaware corporation ("CWABS"), proposes to cause to
be
issued and to sell, severally and not jointly, to you, as
underwriters (each,
an "Underwriter"), the principal amount of each class of
Asset-Backed
Certificates of the series specified on the signature page hereof
and
described in Section 2 hereof (the "Underwritten Public
Certificates" and,
together with any certificates of such series retained by CWABS
or
[Countrywide Home Loans, Inc.] ("[CHL]"), if any, set forth on the
cover page
of the Prospectus Supplement (as defined below), collectively, the
"Public
Certificates") having the characteristics set forth in the
Prospectus
Supplement, evidencing ownership interests in a trust consisting of
mortgage
loans acquired by CWABS and secured by first or second liens on
one- to
four-family residential properties (the "Mortgage Loans") and
related property
(collectively, the "Trust Fund"). The Mortgage Loans will be of the
type and
will have the characteristics described in the Prospectus
Supplement, subject
to the variances, ranges, minimums and maximums set forth in the
Prospectus
Supplement, and will have the aggregate principal balance set forth
in the
Prospectus Supplement, subject to an upward or downward variance in
principal
balance, not to exceed
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the percentage set forth in the Prospectus Supplement, the precise
aggregate
principal balance within such range to be determined by CWABS in
its sole
discretion.
The
Public Certificates, together with the other classes of
certificates
of the series specified on the signature page hereof (the
"Private
Certificates," and collectively with the Public Certificates,
the
"Certificates") are to be issued under a pooling and servicing
agreement (the
"Pooling and Servicing Agreement"), dated as of the first day of
the month of
the date of this Agreement (the "Cut-off Date"), among CWABS, as
Depositor,
[CHL], as seller, one or more special purpose entities established
by
[Countrywide Financial Corporation] or one of its subsidiaries,
(together with
[CHL], the "Sellers"), [Countrywide Home Loans Servicing LP], as
master
servicer (the "Master Servicer"), ___________________, as trustee
(the
"Trustee") and, if specified in the Prospectus Supplement,
__________________________________, as co-trustee (the
"Co-Trustee"). The
Underwritten Public Certificates of each class will be issued in
the minimum
denominations and will have the terms set forth in the Prospectus
Supplement.
Capitalized terms used but not otherwise defined herein shall have
the
respective meanings ascribed thereto in the Pooling and Servicing
Agreement.
If and to the extent specified in the Pooling and Servicing
Agreement, in
addition to the Mortgage Loans conveyed to the Trust Fund on the
Closing Date,
CWABS may convey to the Trust Fund, from time to time during the
period
specified in the Pooling and Servicing Agreement (each such period,
a
"Pre-Funding Period") (the date of any such conveyance, a
"Subsequent Transfer
Date"), Subsequent Mortgage Loans.
1.
Representations and Warranties. CWABS represents and warrants to,
and
agrees with, each Underwriter that:
(a) A registration statement on Form S-3 (File No.
333-__________),
including a prospectus, has been filed with the Securities and
Exchange
Commission (the
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"Commission") and, as amended, has become effective under the
Securities
Act
of 1933, as amended (the "Act"). As of the date of each Contract
of
Sale
(as defined in the indemnification agreement, dated the date
hereof
(the
"Indemnification Agreement") among CWABS, [CHL] and the other
parties named therein) and as of the Closing Date (as defined
herein), no
stop
order suspending the effectiveness of such registration
statement
has
been issued and no proceedings for that purpose have been
initiated
or,
to CWABS's knowledge, threatened by the Commission. The prospectus
in
the
form in which it will be used in connection with the offering of
the
Public Certificates (the "Base Prospectus") is proposed to be
supplemented by a prospectus supplement dated the date hereof
relating to
the
Certificates and, as so supplemented, to be filed with the
Commission
pursuant to Rule 424
under the Act. (Such registration statement is
hereinafter referred to as the "Registration Statement"; such
prospectus
supplement as first filed with the Commission, is herein referred
to as
the
"Prospectus Supplement"; and such prospectus, in the form in which
it
will
first be filed with the Commission in connection with the
offering
of
the Underwritten Public Certificates, including documents
incorporated
therein as of the time of such filing and as supplemented by
the
Prospectus Supplement is hereinafter referred to as the
"Prospectus").
For
purposes of this Agreement, the term "Base Prospectus" shall mean
the
Prospectus, in the form in which it was filed with the Commission
and
declared effective on _________, 200_. Any reference herein to
the
Registration Statement, a preliminary prospectus or the Prospectus
shall
be
deemed to refer to and include the documents incorporated by
reference
therein pursuant to Item 12 of Form S-3 which were filed under
the
Securities Exchange Act of 1934, as amended (the "Exchange Act") on
or
before the date on which the Registration
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Statement, as amended, became effective or the issue date of
such
preliminary prospectus or the date on which the Prospectus is
filed
pursuant to Rule 424 (b) under the Act, as the case may be; and
any
reference herein to the terms "amend," "amendment" or "supplement"
with
respect to the Registration Statement, any preliminary prospectus
or the
Prospectus shall be deemed to refer to and include the filing of
any
document under the Exchange Act after the date on which the
Registration
Statement became effective or the issue date of any preliminary
prospectus or the date on which the Prospectus is filed pursuant to
Rule
424(b) under the Act, as the case may be, deemed to be
incorporated
therein by reference.
(b) The Registration Statement as of its effective date, as of
the
date
of the Prospectus Supplement and as of the date of each Contract
of
Sale
conformed and will conform in all material respects to the
requirements of the Act and the rules and regulations of the
Commission
thereunder applicable to such documents as of such dates. The
Prospectus,
as
of its issue date, as of the date of the Prospectus Supplement and
as
revised, amended or supplemented and filed with the Commission
prior to
the
termination of the offering of the Public Certificates, conformed
and
will
conform in all material respects to the requirements of the Act
and
the
rules and regulations of the Commission thereunder applicable to
such
documents as of such respective dates, and the Prospectus as
revised,
amended or supplemented and filed with the Commission as of the
Closing
Date
will conform in all material respects to the requirements of the
Act
and
the rules and regulations of the Commission thereunder applicable
to
such
documents as of the Closing Date. The Registration Statement, at
the
time
it became effective and as of the date of each Contract of Sale,
did
not
include any untrue statement of a material fact
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<PAGE>
or
omit to state a material fact required to be stated therein or
necessary to make the statements therein not misleading; and
the
Prospectus as of the date of the Prospectus Supplement, and the
Prospectus as revised, amended or supplemented prior to the Closing
Date,
as
of the Closing Date, will not include any untrue statement of a
material fact and will not omit to state a material fact required
to be
stated therein or necessary to make the statements therein, in
light of
the
circumstances under which they were made, not misleading;
provided,
however, that CWABS makes no representations, warranties or
agreements as
to
(i) the Underwriter Information contained in or omitted from
the
Prospectus or any revision or amendment thereof or supplement
thereto,
such
Underwriter Information being defined in the Indemnification
Agreement.
(c) The Issuer Free Writing Prospectus (as defined in the
Indemnification Agreement) as of its date (the "Start Date") and as
of
each
day through the Closing Date, constitutes and will constitute
an
"issuer free writing prospectus" as defined in Rule 433 of the Act
and
does
not and will not as of any such time conflict with the
information
in
the Registration Statement or the Prospectus. The Issuer Free
Writing
Prospectus has been filed with the Commission as required by Rule
433.
The
Issuer Free Writing Prospectus and the Base Prospectus
(collectively,
the
"Disclosure Package") as of the Start Date and as of each day
through
the
Closing Date does not and will not include an untrue statement of
a
material fact and does not and will not omit to state a material
fact
necessary to make the statements therein, in light of the
circumstances
under which they were made, not misleading.
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<PAGE>
(d) The Seller Mortgage Loan Information (as defined in the
Indemnification Agreement) as of the date it is forwarded to an
Underwriter, is accurate in all material respects.
(e) The Public Certificates will conform in all material respects
to
the
description thereof contained in the Disclosure Package and the
Prospectus, and each of the Certificates, when validly
authenticated,
issued and delivered in accordance with the Pooling and
Servicing
Agreement, will be duly and validly issued and outstanding and
entitled
to
the benefits of the Pooling and Servicing Agreement. Each
Certificate
of
the classes, if any, indicated to be "mortgage related
securities"
under the heading "Summary--Legal Investment Considerations" in
the
Prospectus Supplement will, when issued, be a "mortgage related
security"
as
such term is defined in Section 3(a)(41) of the Exchange Act.
(f) Each of this Agreement and the Indemnification Agreement
has
been
duly authorized, executed and delivered by CWABS. As of the
Closing
Date, the Pooling and Servicing Agreement, the Indemnification
Agreement,
and
each insurance agreement, if any, referred to in the Prospectus
Supplement (each an "Insurance Agreement" and collectively, the
"Insurance Agreements"), between CWABS and the third party provider
of
credit enhancement, if any (the "Certificate Insurer") included in
the
Trust Fund will have been duly authorized, executed and delivered
by
CWABS and will conform in all material respects to the description
of the
Mortgage Insurance Policy contained in the Disclosure Package and
the
Prospectus and, assuming the valid execution and delivery thereof
by the
other parties thereto, this Agreement, the Indemnification
Agreement, the
Insurance Agreements, each subsequent transfer agreement, if
any,
referred to in the
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Disclosure Package and the Prospectus Supplement (each a
"Subsequent
Transfer Agreement") and the Pooling and Servicing Agreement each
will
constitute a legal, valid and binding agreement of CWABS
enforceable in
accordance with its terms, except as the same may be limited (a)
by
bankruptcy, insolvency, reorganization or other similar laws
affecting
creditors' rights generally, (b) by general principles of equity
and (c)
by
public policy limitations under applicable securities laws as
to
rights of indemnification and contribution thereunder.
(g) CWABS has been duly incorporated and is validly existing as
a
corporation in good standing under the laws of the State of
Delaware with
corporate power and authority to own its properties and conduct
its
business as described in the Disclosure Package and the Prospectus
and to
enter into and perform its obligations under the Pooling and
Servicing
Agreement, the Insurance Agreements, the Indemnification Agreement,
each
Subsequent Transfer Agreement and this Agreement.
(h) Neither the issuance or delivery of the Certificates, nor
the
consummation of any other of the transactions contemplated herein,
nor
compliance with the provisions of the Pooling and Servicing
Agreement,
the
Indemnification Agreement, the Insurance Agreements, each
Subsequent
Transfer Agreement or this Agreement, will conflict with or result
in the
breach of any material term or provision of the certificate of
incorporation or bylaws of CWABS, and CWABS is not in breach or
violation
of
or in default (nor has an event occurred which with notice or lapse
of
time
or both would constitute a default) under the terms of (i) any
indenture, contract, lease, mortgage, deed of trust, note,
agreement or
other evidence of indebtedness or other agreement, obligation
or
instrument to which CWABS is a party or by which it or its
properties are
bound, or (ii) any law,
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decree, order, rule or regulation applicable to CWABS of any court
or
supervisory, regulatory, administrative or governmental agency,
body or
authority, or arbitrator having jurisdiction over CWABS, or its
properties, the default in or the breach or violation of which
would have
a
material adverse effect on CWABS or the Certificates or the ability
of
CWABS to perform its obligations under the Pooling and
Servicing
Agreement, the Indemnification Agreement, the Insurance Agreements,
each
Subsequent Transfer Agreement or this Agreement; and neither the
delivery
of
the Certificates, nor the consummation of any other of the
transactions contemplated herein, nor the compliance with the
provisions
of
the Pooling and Servicing Agreement, the Indemnification
Agreement,
the
Insurance Agreements or this Agreement will result in such a
breach,
violation or default which would have such a material adverse
effect.
(i) No filing or registration with, notice to, or consent,
approval,
authorization or order or other action of any court or
governmental
authority or agency is required for the consummation by CWABS of
the
transactions contemplated by this Agreement, the
Indemnification
Agreement, the Insurance Agreements, each Subsequent Transfer
Agreement
or
the Pooling and Servicing Agreement (other than as required
under
"blue sky" or state securities laws, as to which no representations
and
warranties are made by CWABS), except such as have been, or will
have
been
prior to the Closing Date, obtained under the Act, and such
recordations of the assignment of the Mortgage Loans to the Trustee
or
the
Co-Trustee, as applicable (to the extent such recordations are
required pursuant to the Pooling and Servicing Agreement) that have
not
yet
been completed.
(j) There is no action, suit or proceeding before or by any
court,
administrative or governmental agency now pending to which CWABS or
any
of
its
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affiliates is a party, or to the best of CWABS's knowledge
threatened
against CWABS or any of its affiliates, which could reasonably
result
individually or in the aggregate in any material adverse change in
the
condition (financial or otherwise), earnings, affairs,
regulatory
situation or business prospects of CWABS or could reasonably
interfere
with
or materially and adversely affect the consummation of the
transactions contemplated in the Pooling and Servicing Agreement,
the
Insurance Agreements, the Indemnification Agreement or this
Agreement.
(k) At the time of execution and delivery of the Pooling and
Servicing Agreement, (1) CWABS will own the Mortgage Loans
being
transferred to the Trust Fund pursuant thereto, free and clear of
any
lien, mortgage, pledge, charge, encumbrance, adverse claim or
other
security interest (collectively, "Liens"), except to the extent
permitted
in
the Pooling and Servicing Agreement, and will not have assigned to
any
person other than the Trust Fund any of its right, title or
interest in
the
Mortgage Loans, (2) CWABS will have the power and authority to
transfer the Mortgage Loans to the Trust Fund and to transfer
the
Underwritten Public Certificates to the Underwriters and to
transfer the
remaining Certificates to [CHL], (3) upon execution and delivery to
the
Trustee or the Co-Trustee, as applicable, of the Pooling and
Servicing
Agreement, and delivery of the Certificates to CWABS, the Trust
Fund will
own
the Mortgage Loans free of Liens, other than Liens permitted by
the
Pooling and Servicing Agreement or created or granted by you, and
(4)
upon
payment and delivery of the Underwritten Public Certificates to
you,
you
will acquire ownership of the Underwritten Public Certificates,
free
of
Liens, other than Liens permitted by the Pooling and Servicing
Agreement or created or granted by you. At the time of execution
and
delivery of each Subsequent
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Transfer Agreement, (1) CWABS will own the Mortgage Loans being
transferred to the Trust Fund pursuant thereto, free and clear of
any
Liens, except to the extent permitted in the Pooling and
Servicing
Agreement, and will not have assigned to any person other than the
Trust
Fund
any of its right, title or interest in the related Mortgage
Loans,
(2)
CWABS will have the power and authority to transfer the related
Mortgage Loans to the Trust Fund, (3) upon execution and delivery
to the
Trustee or the Co-Trustee, as applicable, of each Subsequent
Transfer
Agreement, the Trust Fund will own the related Mortgage Loans free
of
Liens other than Liens permitted by the Pooling and Servicing
Agreement
or
created or granted by you and (4) CWABS will have complied with
the
requirements contained in the Pooling and Servicing Agreement
for
transferring the related Mortgage Loans.
(l) Any taxes, fees and other governmental charges in
connection
with
the execution, delivery and issuance of this Agreement, the
Indemnification Agreement, the Pooling and Servicing Agreement,
the
Insurance Agreements and the Certificates have been or will be paid
by
CWABS at or prior to the Closing Date (or in the case of each
Subsequent
Transfer Agreement, the applicable Subsequent Transfer Date),
except for
fees
for recording assignments of the Mortgage Loans to the Trustee
or
the
Co-Trustee, as applicable, pursuant to the Pooling and
Servicing
Agreement that have not yet been completed, which fees will be paid
by or
on
behalf of CWABS in accordance with the Pooling and Servicing
Agreement.
(m) The Master Servicer is qualified to do business in all
jurisdictions in which its activities as servicer of the Mortgage
Loans
require such qualification except where
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failure to be so qualified will not have a material adverse effect
on
such
servicing activities.
(n) CWABS is not doing business with Cuba.
(o) CWABS is not in violation of its certificate of incorporation
or
bylaws or in default in the performance or observance of any
obligation,
agreement, covenant or condition contained in any contract,
indenture,
mortgage, loan agreement, note, lease or other instrument to which
it is
a
party or by which it or its properties may be bound, which
default
might result in any material adverse change in the financial
condition,
earnings, affairs or business of CWABS or which might materially
and
adversely affect the properties or assets thereof.
(p) Neither CWABS nor the Trust Fund created by the Pooling and
Servicing Agreement will be subject to registration as an
"investment
company" under the Investment Company Act of 1940, as amended (the
"1940
Act").
(q) CWABS possesses all material licenses, certificates,
authorities
or
permits issued by the appropriate state, federal or foreign
regulatory
agencies or bodies necessary to conduct the business now operated
by it
and
as described in the Prospectus, and CWABS has received no notice
of
proceedings relating to the revocation or modification of any
such
license, certificate, authority or permit which, singly or in
the
aggregate, if the subject of an unfavorable decision, ruling or
finding,
would materially and adversely affect the business, operations,
financial
condition or earnings of
CWABS.
(r) As of the earliest time after filing of the Registration
Statement that CWABS or another offering participant made a bona
fide
offer (within the meaning of
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Rule
164(h)(2) under the Act) of the Public Certificates, CWABS was
not
and
will not be an "ineligible issuer" as defined in Rule 405 under
the
Act.
(s) CWABS represents and agrees that, other than the Disclosure
Package and the Final Free Writing Prospectus, it has not made and
will
not
make any offer relating to the Public Certificates that would
constitute a "free writing prospectus" as defined in Rule 405 under
the
Act;
(t) CWABS has complied and will comply with the requirements of
Rule
433
under the Act applicable to the Issuer Free Writing Prospectus,
including timely filing with the Commission or retention where
required
and
legending.
2.
Purchase and Sale. Subject to the terms and conditions and in
reliance
upon the representations and warranties herein set forth, CWABS
agrees to
sell, and each Underwriter agrees, severally and not jointly, to
purchase from
CWABS, the respective original Certificate Principal Balance of
each Class of
Underwritten Public Certificates to be purchased by such
Underwriter as
specified in the Prospectus Supplement. The purchase price at which
each
Underwriter will purchase its Underwritten Public Certificates
shall be as
described under the heading "Method of Distribution" in the
Prospectus
Supplement.
3.
Delivery and Payment. The Underwritten Public Certificates shall
be
delivered at the office, on the date and at the time specified in
the
Prospectus Supplement, which place, date and time may be changed by
agreement
between the Underwriters and CWABS (such date and time of delivery
of and
payment for such Underwritten Public Certificates being referred to
herein as
the "Closing Date"). Delivery of the Underwritten Public
Certificates shall be
made to each of the Underwriters as against their respective
payment of the
purchase price therefor to or upon the order of CWABS in
immediately available
federal funds. The
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Underwritten Public Certificates shall be registered in such names
and in such
denominations as the respective Underwriters may have requested or
as required
by book-entry registration not less than [two] full business days
prior to the
Closing Date.
4.
Offering by Underwriters. (a) It is understood that the
Underwriters
propose to offer the Underwritten Public Certificates for sale as
set forth in
the Prospectus and that the Underwriters will not offer, sell or
otherwise
distribute the Underwritten Public Certificates (except for the
sale thereof
in exempt transactions) in any state in which the Underwritten
Public
Certificates are not exempt from registration under "blue sky" or
state
securities laws (except where the Underwritten Public Certificates
will have
been qualified for offering and sale at the Underwriters' direction
under such
"blue sky" or state securities laws).
(b) In the event that an Underwriter used a "road show" (as
defined
in
Rule 433(h)(4) under the Act) in connection with the offering of
the
Public Certificates, the Underwriter agrees that all information in
such
road
show shall be provided orally only and not as a "written
communication" (as defined in Rule 405 under the Act). Each
Underwriter
agrees that any slideshow used in connection with a road show (i)
shall
only
be provided as part of the road show and not separately, (ii)
if
handed out at any meeting as a hard copy, shall be retrieved prior
to the
end
of the meeting and (iii) will otherwise be used only in a manner
that
does
not cause the slideshow to be treated as a "free writing
prospectus"
(as
defined in Rule 405 under the Act).
(c) If any "written communication" (as defined in Rule 405 under
the
Act)
in connection with the offering of the Public Certificates
contains
an
untrue statement of material fact or omits to state a material
fact
necessary to make the statements, in light of the circumstances
under
which they were made, not misleading at the time that a
Contract
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of
Sale was entered into, when taken together with all information
that
was
conveyed to any person with whom a Contract of Sale was entered
into,
then
the applicable Underwriter shall provide any such person with
the
following:
(i) Adequate disclosure of the contractual arrangement;
(ii) Adequate disclosure of the person's rights under the
existing
Contract of Sale at the time termination is sought;
(iii) Adequate disclosure of the new information that is
necessary
to
correct the misstatements or omissions in the information given at
the
time
of the original Contract; and
(iv) A meaningful ability to elect to terminate or not terminate
the
prior Contract of Sale and to elect to enter into or not enter into
a new
Contract of Sale.
5.
Agreements. CWABS agrees with each Underwriter that:
(a) CWABS will cause the Prospectus to be filed with the
Commission
pursuant to Rule 424 under the Act and, if indicated in the
Prospectus,
within [15] days of the Closing Date, will file a report on Form
8-K
setting forth specific information concerning the Mortgage Loans,
and
will
promptly advise each Underwriter when the Prospectus has been
so
filed, and, prior to the termination of the offering of the
Public
Certificates, will also promptly advise each Underwriter (i) when
any
amendment to the Registration Statement has become effective or
any
revision of or supplement to the Prospectus has been so filed
(unless
such
amendment, revision or supplement does not relate to the
Certificates), (ii) of any request by the Commission for any
amendment of
the
Registration Statement or the Prospectus or for any additional
information (unless such request for additional information does
not
relate to the Certificates), (iii) of any
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written notification received by CWABS of the suspension of
qualification
of
the Public Certificates for sale in any jurisdiction or the
initiation
or
threatening of any proceeding for such purpose and (iv) of the
issuance by the Commission of any stop order suspending the
effectiveness
of
the Registration Statement or the institution or to the knowledge
of
CWABS, the threatening of any proceeding for that purpose. CWABS
will use
its
best efforts to prevent the issuance of any such stop order and,
if
issued, to obtain as soon as possible the withdrawal thereof.
Except as
otherwise provided in Section 5(b) hereof, CWABS will not file
prior to
the
termination of such offer
