EXHIBIT 99.5
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CWABS INC.
Depositor
WILMINGTON TRUST COMPANY
Owner Trustee
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SERIES 2001-A TRUST SUPPLEMENT
Dated as of February 26, 2001
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TRANSFEROR CERTIFICATE
SERIES 2001-A
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Table of Contents
Page
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ARTICLE I
CREATION OF SERIES 2001-A TRANSFEROR CERTIFICATES
Section 1.01 Designation.....................................................1
ARTICLE II
DEFINITIONS AND CONSTRUCTION
Section 2.01 Definitions.....................................................2
Section 2.02 Other Defined Terms; Rules of Construction......................2
ARTICLE III.
DISTRIBUTIONS TO CERTIFICATEHOLDERS
Section 3.01 Distributions to Certificateholders.............................3
ARTICLE IV.
THE CERTIFICATES
Section 4.01 Delivery of Certificates; Execution of Series Documents.........3
Section 4.02 Form of Certificates; Denominations.............................3
Section 4.03 Registration of Transfer of Certificates........................3
Section 4.04 Furnishing Documents to Certificateholders......................4
Section 4.05 Restrictions on Transfer; Legends...............................4
Section 4.06 Indemnification of the Trust by the Transferor..................7
ARTICLE V
TERMINATION OF SUBTRUST
Section 5.01 Termination.....................................................7
ARTICLE VI
MISCELLANEOUS PROVISIONS
Section 6.01 Amendment.......................................................8
Section 6.02 Governing Law...................................................8
Section 6.03 Counterparts....................................................8
Section 6.04 Ratification of Trust Agreement.................................8
Section 6.05 Tax Treatment...................................................8
Section 6.06 Consents........................................................8
EXHIBITS
EXHIBIT A Form of Series 2001-A Transferor Certificates.................A-1
EXHIBIT B Form of Representation Letter.................................B-1
This SERIES 2001-A TRUST SUPPLEMENT, dated as of February 26, 2001,
between CWABS INC., a Delaware corporation, as depositor, and WILMINGTON TRUST
COMPANY, a Delaware banking corporation, as Owner Trustee,
WITNESSETH:
WHEREAS, pursuant to Section 3.10 of the Master Trust Agreement, the
Depositor and the Owner Trustee may enter into a Series Trust Supplement to
authorize the issuance by the Trust of Transferor Certificates for a Series;
and
WHEREAS, by executing and delivering this Series Trust Supplement,
the parties are providing for the creation of a subtrust of the Trust and the
Series 2001-A Transferor Certificates and specifying its principal terms;
NOW, THEREFORE, the parties agree as follows.
ARTICLE I
CREATION OF SERIES 2001-A TRANSFEROR CERTIFICATES
Section 1.01 Designation.
(a) The Trust hereby establishes the Series 2001-A Subtrust to hold
the Series Assets to be transferred to it pursuant to the Series 2001-A Sale
and Servicing Agreement and be the issuer of the Series 2001-A Notes under the
Series 2001-A Indenture. The Series 2001-A Subtrust shall be a separate series
of the Trust pursuant to Section 3804 and 3806(b)(2) of the Business Trust
Statute.
(b) On the Closing Date, the Trust will issue a Series of
Certificates consisting of one class designated as the "Revolving Home Equity
Loan Asset Backed Transferor Certificates, Series 2001-A" (the "Series 2001-A
Transferor Certificates") pursuant to this Series 2001-A Trust Supplement.
(c) The Series 2001-A Transferor Certificates are "Transferor
Certificates" and this Series 2001-A Trust Supplement is a "Series Trust
Supplement" for all purposes under the Master Trust Agreement. If any
provision of the Series 2001-A Transferor Certificates or this Series 2001-A
Trust Supplement conflicts with any provision of the Master Trust Agreement,
the provisions of the Series 2001-A Transferor Certificates or this Series
2001-A Trust Supplement, as the case may be, shall be controlling.
(d) Each term defined in Section 2.01 shall relate only to the Series
2001-A Transferor Certificates and this Series 2001-A Trust Supplement and to
no other Transferor Certificates or Series Trust Supplements.
ARTICLE II
DEFINITIONS AND CONSTRUCTION
Section 2.01 Definitions.
Unless the context requires a different meaning, capitalized terms
are used in this Series 2001-A Trust Supplement as defined below.
"Agreement" means the Master Trust Agreement together with this
Series 2001-A Trust Supplement.
"Credit Enhancer" means Financial Guaranty Insurance Company, as
credit enhancer as described in the Series 2001-A Indenture.
"Series 2001-A" means the Series created by this Series 2001-A Trust
Supplement.
"Series 2001-A Indenture" means the Indenture of even date with this
Series 2001-A Trust Supplement between the Trust and the Indenture Trustee.
"Series 2001-A Notes" means the Notes issued by the Series 2001-A
Subtrust under the Series 2001-A Indenture.
"Series 2001-A Sale and Servicing Agreement" means the Sale and
Servicing Agreement of even date with this Series 2001-A Trust Supplement
among the Depositor, the Sponsor and Master Servicer, the Trust, and the
Indenture Trustee.
"Series 2001-A Subtrust" means the separate series of the Trust
created by this Series 2001-A Trust Supplement.
"Series 2001-A Transaction Documents" means the Transaction Documents
under the Series 2001-A Indenture.
"Series 2001-A Transferor Certificateholders" means the Holders of
the Series 2001-A Transferor Certificates.
"Series 2001-A Transferor Certificates" means the Transferor
Certificates issued by the Series 2001-A Subtrust under this Series 2001-A
Trust Supplement.
"Series 2001-A Trust Supplement" means this agreement supplementing
the Master Trust Agreement.
Section 2.02 Other Defined Terms; Rules of Construction.
Capitalized terms used in this Series 2001-A Trust Supplement that
are not otherwise defined have the meanings given to them in the Master Trust
Agreement, and if not defined there, in the Series 2001-A Sale and Servicing
Agreement, including those incorporated from the Series 2001-A Indenture.
Defined terms include, as appropriate, all genders and the plural as well as
the singular. In addition, Section 1.03 (Rules of Construction) of the Master
Trust Agreement is incorporated by reference with appropriate substitution of
this Series 2001-A Trust Supplement for references in that Section to the
Master Trust Agreement so that the language of that Section will read
appropriately as applying to this Series 2001-A Trust Supplement.
ARTICLE III.
DISTRIBUTIONS TO CERTIFICATEHOLDERS
Section 3.01 Distributions to Certificateholders.
On each Distribution Date, the Certificate Paying Agent shall
distribute to the Series 2001-A Transferor Certificateholders pro rata (based
on each holder's percentage ownership of the entire Series 2001-A Transferor
Certificate interest) any funds made available to it under Section 8.03 of the
Series 2001-A Indenture. Distributions to each Series 2001-A Transferor
Certificateholder shall be made by wire transfer of immediately available
funds to the Series 2001-A Transferor Certificateholder's account at a bank or
other entity having appropriate facilities. If appropriate notice of wiring
instructions is not given by any Series 2001-A Transferor Certificateholder,
then distribution to that Series 2001-A Transferor Certificateholder shall be
by check mailed to the Certificateholder at its address as it appears on the
Certificate Register.
ARTICLE IV.
THE CERTIFICATES
Section 4.01 Delivery of Certificates; Execution of Series Documents.
On the Closing Date, the Owner Trustee shall execute and authenticate
the Series 2001-A Transferor Certificates in accordance with Section 3.03 of
the Master Trust Agreement and deliver them to the order of the Depositor when
authenticated. The Owner Trustee is further authorized to execute and deliver
the Series 2001-A Transaction Documents.
Section 4.02 Form of Certificates; Denominations.
The Series 2001-A Transferor Certificates shall be issued in
definitive, fully registered form and shall be substantially in the form of
Exhibit A.
Section 4.03 Registration of Transfer of Certificates.
No registration of transfer of any Series 2001-A Transferor
Certificate shall be made unless the transferor or the transferee has
delivered, at its expense, to the Trust, the Depositor, and the Certificate
Registrar a fully completed representation letter, substantially in the form
of Exhibit B. Each Holder of a Series 2001-A Transferor Certificate must
satisfy the transfer restrictions in the representation letter.
Section 4.04 Furnishing Documents to Certificateholders.
The Owner Trustee shall furnish to the Certificateholders, promptly
upon written request, copies of all reports, notices, requests, demands,
certificates, financial statements, and any other instruments furnished to the
Owner Trustee under the Transaction Documents. The Certificateholders shall be
entitled to receive any report in accordance with the Series 2001-A Indenture
Supplement, the Servicing Agreement, and the Master Trust Agreement, as
applicable.
Section 4.05 Restrictions on Transfer; Legends.
(a) The Series 2001-A Transferor Certificates shall be assigned,
transferred, exchanged, pledged, financed, hypothecated, or otherwise conveyed
(collectively, for purposes of this Section and any other Section referring to
the Transferor Certificates, "transferred" or a "transfer") only in accordance
with this Section.
(b) No transfer of a Series 2001-A Transferor Certificate will be
made unless the transfer is exempt from the registration requirements of the
Securities Act of 1933 (the "Act") and any applicable state securities laws or
is made in accordance with the Act and those laws. Except for the initial
issuance of a Series 2001-A Transferor Certificate to the Transferor (and any
subsequent transfer by that Transferor to one of its Affiliates), the Owner
Trustee will require either:
(i) the transferee to execute an investment letter
acceptable to and in form and substance satisfactory to the Owner
Trustee certifying to the Owner Trustee the facts surrounding the
transfer, which investment letter shall not be an expense of the
Owner Trustee or
(ii) an Opinion of Counsel acceptable to and in form and
substance satisfactory to the Owner Trustee and the Depositor that
the transfer may be made pursuant to an exemption from the Act,
describing the applicable exemption and its basis, or is being made
pursuant to the Act, which Opinion of Counsel shall not be an expense
of the Owner Trustee or the Depositor.
The holder of a Series 2001-A Transferor Certificate desiring to
effect a transfer shall indemnify the Series 2001-A Subtrust and the Trust
against any liability that may result if the transfer is not so exempt or is
not made in accordance with any federal and state laws.
(c) No transfer of an interest in a Series 2001-A Transferor
Certificate will be made after its initial issuance unless the Owner Trustee
has received either:
(i) a representation letter from the proposed Transferor,
acceptable to and in form and substance satisfactory to the Owner
Trustee, to the effect that the proposed Transferor is not an
employee benefit plan subject to Section 406 of ERISA or a plan
subject to Section 4975 of the Code, nor a person acting on behalf
of, or investing plan assets of, any such plan, which representation
letter shall not be an expense of the Owner Trustee; or
(ii) an Opinion of Counsel to the effect that the purchase
or holding of the Series 2001-A Transferor Certificate will not
result in a prohibited transaction under ERISA or Section 4975 of the
Code, will not result in the assets of the Series 2001-A Subtrust
being deemed to be "plan assets" and subject to the prohibited
transaction provisions of ERISA and the Code and will not subject the
Owner Trustee to any obligation in addition to those undertaken in
the Agreement, which Opinion of Counsel shall not be an expense of
the Owner Trustee or the Depositor.
(d) No transfer of an interest in a Series 2001-A Transferor
Certificate after its initial issuance will be made unless:
(i) the proposed Transferor is organized and existing under
the laws of the United States or any State and expressly assumes the
performance of every obligation of the existing Transferor under the
Agreement and Series 2001-A Transaction Documents pursuant to an
agreement acceptable to the Owner Trustee,
(ii) the existing Transferor delivers to the Owner Trustee
an Officer's Certificate stating that the transfer complies with this
Section 4.05(d) and that all the conditions in this Section 4.05(d)
have been complied with, and an Opinion of Counsel stating that all
the conditions in this Section 4.05(d) have been complied with;
(iii) the Rating Agency Condition is satisfied with respect
to the transfer;
(iv) the proposed Transferor delivers to the Owner Trustee
an Opinion of Counsel to the effect that
(A) the transfer will not adversely affect the
treatment of the Series 2001-A Notes after the transfer as
debt for federal and applicable state income tax purposes,
(B) the transfer will not result in the Series
2001-A Subtrust or the Trust being subject to tax at the
entity level for federal or applicable state tax purposes,
(C) the transfer will not have any material adverse
effect on the federal or applicable state income taxation of
any Holder of the Series 2001-A Notes or any person who is
the beneficial owner of a Series 2001-A book-entry Note, and
(D) the transfer will not result in the arrangement
created by the Agreement or any "portion" of the Trust,
being treated as a taxable mortgage pool as defined in
Section 7701(i) of the Code; (v) all filings and other
actions necessary to continue the perfection of the interest
of the Series 2001-A Subtrust in the related Mortgage Loans
and the other related property conveyed to the Series 2001-A
Subtrust has been taken or made; and (vi) the proposed
Transferor agrees to the obligations imposed pursuant to
Section 4.06.
The requirement that the proposed Transferor be organized and
existing under the laws of the United States or any State shall not apply if
the Rating Agency Condition has been satisfied taking that into account.
(e) Each Series 2001-A Transferor Certificate shall bear a legend
substantially in the following form:
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE
RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO THE SECURITIES ACT
OF 1933 AND THE SECURITIES LAWS OF ANY STATE OR IS SOLD OR TRANSFERRED IN
TRANSACTIONS THAT ARE EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF
1933 AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH
SECTION 4.05 OF THE SERIES 2001-A TRUST SUPPLEMENT TO THE CWABS MASTER TRUST
AGREEMENT. NEITHER THIS CERTIFICATE NOR ANY INTEREST IN IT MAY BE TRANSFERRED
UNLESS THE TRANSFEREE DELIVERS TO THE TRUSTEE EITHER A REPRESENTATION LETTER
TO THE EFFECT THAT THE TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN SUBJECT TO
THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED, A PLAN
SUBJECT TO SECTION 4975 OF THE CODE AS AMENDED, OR A PERSON ACTING ON BEHALF
OF OR USING THE ASSETS OF ANY SUCH PLAN, OR THAT IF THE TRANSFEREE IS AN
INSURANCE COMPANY, THAT THE TRANSFEREE IS AN INSURANCE COMPANY THAT IS
PURCHASING THIS CERTIFICATE WITH FUNDS CONTAINED IN AN "INSURANCE COMPANY
GENERAL ACCOUNT" (AS DEFINED IN SECTION V(E) OF PROHIBITED TRANSACTION CLASS
EXEMPTION 95-60 ("PTCE 95-60")) AND THAT THE PURCHASE AND HOLDING OF THIS
CERTIFICATE ARE COVERED UNDER SECTIONS I AND III OF PTCE 95-60; OR AN OPINION
OF COUNSEL IN ACCORDANCE WITH SECTION 4.05(C) OF THE SERIES 2001-A TRUST
SUPPLEMENT TO THE CWABS MASTER TRUST AGREEMENT. NOTWITHSTANDING ANYTHING ELSE
TO THE CONTRARY HEREIN, ANY PURPORTED TRANSFER OF THIS CERTIFICATE TO OR ON
BEHALF OF AN EMPLOYEE BENEFIT PLAN SUBJECT TO ERISA OR TO THE CODE WITHOUT THE
OPINION OF COUNSEL SATISFACTORY TO THE TRUSTEE AS DESCRIBED ABOVE SHALL BE
VOID.
(f) No Series 2001-A Transferor Certificate shall be transferred
except to (i) the Master Servicer, the Transferor, the Depositor, or the Trust
or (ii) a qualified institutional buyer (as defined in Rule 144A under the
Securities Act). Each person (other than the Master Servicer, the Transferor,
or the Trust) to whom a Series 2001-A Transferor Certificate is proposed to be
transferred will be required to certify to the Transferor, the Trust, and the
Certificate Registrar that it is a qualified institutional buyer.
(g) Notwithstanding anything in this Series 2001-A Trust Supplement
or the Master Trust Agreement to the contrary, the Depositor, without the
consent of any Noteholder or Certificateholder, may amend this Section 4.05
with the consent of the Credit Enhancer if it receives an Opinion of Counsel
to the effect that the amendment will not adversely affect in any material
respect
(i) the tax characterization of any outstanding Series of
Notes and Transferor Certificates,
(ii) the characterization of the Trust as an entity that is
not a publicly traded partnership taxable as a corporation for United
States federal income tax purposes and will not result in a United
States federal withholding tax being imposed on the Trust, or
(iii) the Trust's exemptions from any registration
requirement of the federal securities laws.
Section 4.06 Indemnification of the Trust by the Transferor.
The holders from time to time of any Series 2001-A Transferor
Certificate by their acceptance of a Series 2001-A Transferor Certificate
agree to be liable directly to the injured party for the entire amount of any
losses, claims, damages, liabilities, and expenses of the Series 2001-A
Subtrust to the extent that a person would be liable for them if the Series
2001-A Subtrust were a partnership under the Delaware Revised Uniform Limited
Partnership Act and the person was a general partner of the partnership.
The holders from time to time of any Series 2001-A Transferor
Certificate by their acceptance of a Series 2001-A Transferor Certificate
agree to indemnify the Series 2001-A Subtrust, the Indenture Trustee, and the
Owner Trustee against any losses, claims, damages, liabilities, and expenses
in connection with the Agreement because of any acts, omissions, or alleged
acts or omissions arising out of
o activities of the Series 2001-A Subtrust or the Owner Trustee,
o actions of the Master Servicer, or
o any judgment, award, settlement, reasonable attorneys' fees, and
other costs or expenses incurred in connection with the defense of
any actual or threatened action, proceeding, or claim;
except that the holders from time to time of any Series 2001-A Transferor
Certificate shall not indemnify the Indenture Trustee or the Owner Trustee, as
the case may be (but shall indemnify any other injured party) for any losses,
claims, damages, liabilities, and expenses due to the Indenture Trustee's or
the Owner Trustee's willful malfeasance, bad faith, or negligence or because
of the Indenture Trustee's or the Owner Trustee's reckless disregard of its
obligations the Agreement. The provisions of this indemnity shall run directly
to and be enforceable by an injured party.
Losses, claims, damages, liabilities, and expenses in any way
attributable to defaults on the Mortgage Loans are excluded from the coverage
of the provisions of this Section.
ARTICLE V
TERMINATION OF SUBTRUST
Section 5.01 Termination.
(a) The Series 2001-A Transferor Certificates will be retired and the
Series 2001-A Subtrust will be dissolved when the final distribution from the
Series Assets of Series 2001-A is made to the Series 2001-A Transferor
Certificateholders resulting in the Series 2001-A Subtrust having no further
Series Assets.
(b) The bankruptcy, liquidation, or dissolution of any
Certificateholder shall not (x) terminate this Agreement, the Series 2001-A
Subtrust, or the Trust, (y) entitle that Certificateholder's legal
representatives to obtain an accounting or to take any action in any court for
a partition or winding up of any part of the Trust or the Series Assets of the
Series 2001-A Subtrust, or (z) otherwise affect the rights, obligations, and
liabilities of the parties to this Agreement.
ARTICLE VI
MISCELLANEOUS PROVISIONS
Section 6.01 Amendment.
No amendment may be made to this Series 2001-A Trust Supplement other
than as provided in the Master Trust Agreement.
Section 6.02 Governing Law.
THIS TRUST SUPPLEMENT AND EACH SERIES 2001-A TRANSFEROR CERTIFICATE
SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE
OF DELAWARE, WITHOUT REFERENCE TO ITS PROVISIONS THAT WOULD RESULT IN THE
APPLICATION OF THE LAWS OF ANOTHER JURISDICTION.
Section 6.03 Counterparts.
This Series 2001-A Trust Supplement may be executed in two or more
counterparts (and by different parties on separate counterparts), each of
which shall be an original, but all of which together shall constitute one
instrument.
Section 6.04 Ratification of Trust Agreement.
As supplemented by this Series 2001-A Trust Supplement, the Master
Trust Agreement is in all respects ratified and confirmed, and the Master
Trust Agreement as so supplemented by this Series 2001-A Trust Supplement
shall be instrument.
Section 6.05 Tax Treatment.
The Trust and each Holder of a Series 2001-A Transferor Certificate
(by acceptance of its Transferor Certificate) agrees to treat the Series
2001-A Transferor Certificates as equity for federal and state income tax
purposes.
Section 6.06 Consents.
All consents of the Credit Enhancer under this Series 2001-A Trust
Supplement or the Master Trust Agreement are only effective if delivered in a
writing signed by the Credit Enhancer.
IN WITNESS WHEREOF, the parties have cause this Series 2001-A Trust
Supplement to be duly executed by their respective officers as of the day and
year first above written.
CWABS, INC.
Depositor
By: /s/ Xxxxxxx Xxxx
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Name: Xxxxxxx Xxxx
Title: Vice President
WILMINGTON TRUST COMPANY
By: /s/ Xxxx X. Xxxxxxxx
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Name: Xxxx X. Xxxxxxxx
Title: Financial Services Officer
EXHIBIT A
FORM OF TRANSFEROR CERTIFICATE
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE
RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO THE SECURITIES ACT
OF 1933 AND THE SECURITIES LAWS OF ANY STATE OR IS SOLD OR TRANSFERRED IN
TRANSACTIONS THAT ARE EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF
1933 AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH
SECTION 4.05 OF THE SERIES 2001-A TRUST SUPPLEMENT TO THE CWABS MASTER TRUST
AGREEMENT. NEITHER THIS CERTIFICATE NOR ANY INTEREST IN IT MAY BE TRANSFERRED
UNLESS THE TRANSFEREE DELIVERS TO THE TRUSTEE EITHER A REPRESENTATION LETTER
TO THE EFFECT THAT THE TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN SUBJECT TO
THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED, A PLAN
SUBJECT TO SECTION 4975 OF THE CODE AS AMENDED, OR A PERSON ACTING ON BEHALF
OF OR USING THE ASSETS OF ANY SUCH PLAN, OR THAT IF THE TRANSFEREE IS AN
INSURANCE COMPANY, THAT THE TRANSFEREE IS AN INSURANCE COMPANY THAT IS
PURCHASING THIS CERTIFICATE WITH FUNDS CONTAINED IN AN "INSURANCE COMPANY
GENERAL ACCOUNT" (AS DEFINED IN SECTION V(E) OF PROHIBITED TRANSACTION CLASS
EXEMPTION 95-60 ("PTCE 95-60")) AND THAT THE PURCHASE AND HOLDING OF THIS
CERTIFICATE ARE COVERED UNDER SECTIONS I AND III OF PTCE 95-60; OR AN OPINION
OF COUNSEL IN ACCORDANCE WITH SECTION 4.05(C) OF THE SERIES 2001-A TRUST
SUPPLEMENT TO THE CWABS MASTER TRUST AGREEMENT. NOTWITHSTANDING ANYTHING ELSE
TO THE CONTRARY HEREIN, ANY PURPORTED TRANSFER OF THIS CERTIFICATE TO OR ON
BEHALF OF AN EMPLOYEE BENEFIT PLAN SUBJECT TO ERISA OR TO THE CODE WITHOUT THE
OPINION OF COUNSEL SATISFACTORY TO THE TRUSTEE AS DESCRIBED ABOVE SHALL BE
VOID.
Date of Series Trust Supplement to
Master Trust Agreement : February 26, 2000
Cut-off Date : February 26, 2001
Percentage Interest : 100%
Certificate No. : [_______]
First Distribution Date : [_______]
REVOLVING HOME EQUITY LOAN ASSET BACKED TRANSFEROR CERTIFICATE
SERIES 2001-A
Transferor Certificate
evidencing a percentage interest in the distributions
allocable to the Transferor Certificates evidencing an
undivided interest in a trust consisting primarily of a pool
of adjustable rate home equity revolving credit line
mortgage loans sold by
CWABS, INC.
This Certificate does not represent an obligation of or interest in
CWABS, Inc. (the "Depositor"), Countrywide Home Loans, Inc., or the Owner
Trustee or any of their affiliates. Neither this Certificate nor the
underlying Series Assets are guaranteed or insured by any governmental agency
or instrumentality.
This certifies that [____________________________] is the registered
owner of the Percentage Interest evidenced by this Certificate in the entire
interest in the Series 2001-A Subtrust of the CWABS Master Trust, consisting
primarily of a pool of mortgage loans (the "Mortgage Loans") transferred by
the Depositor and serviced by Countrywide Home Loans, Inc. (in that capacity,
the "Master Servicer"). The Series 2001-A Subtrust of the CWABS Master Trust
was created pursuant to a Series 2001-A Trust Supplement, dated as specified
above, to the CWABS Master Trust Agreement, dated as of August 28, 2000
(together, the "Agreement") between the Depositor and Wilmington Trust
Company, as trustee (the "Owner Trustee"), a summary of some of the pertinent
provisions of which follows. Capitalized terms used in this Certificate
without definition have the meanings assigned in the Agreement. This
Certificate is issued under and is subject to the Agreement. The Holder of
this Certificate by virtue of the acceptance of it agrees to be bound by the
Agreement.
This Certificate is one of the Transferor Certificates from a duly
authorized issue of Certificates designated as Revolving Home Equity Loan
Asset Backed Transferor Certificates, Series 2001-A, representing, to the
extent specified in the Agreement, an undivided interest in:
(i) each Mortgage Loan, including its Asset Balance
(including all Additional Balances) and all collections received on
it after the Cut-off Date (excluding payments due by the Cut-off
Date);
(ii) property that secured a Mortgage Loan that is acquired
by foreclosure or deed in lieu of foreclosure;
(iii) the Depositor's rights under the Purchase Agreement;
(iv) the Depositor's rights under the hazard insurance
policies covering Mortgaged Properties; and
(v) certain other property described in the Agreement
(collectively, the "Series Assets").
A first priority security interest in all the Series Assets has been granted
to the Indenture Trustee under the Indenture.
The Certificateholder, by its acceptance of this Certificate, agrees
that it will look solely to the funds available under the Agreement for
payment of this Certificate and that the Owner Trustee in its individual
capacity is not personally liable to the Certificateholders for any amount
payable under this Certificate or the Agreement or, except as expressly
provided in the Agreement, subject to any liability under the Agreement.
This Certificate does not purport to summarize the Agreement and
reference is made to the Agreement for the interests, rights, and limitations
of rights and obligations evidenced by this Certificate, and the rights and
obligations of the Owner Trustee.
The Agreement may be amended in any way by the Depositor and the
Owner Trustee, with the consent of any affected Certificateholder if the
Rating Agency Condition is satisfied and the amendment would not cause any
adverse tax event for any Noteholder.
No transfer of this Certificate shall be made unless the transfer is
exempt from the registration requirements of the Securities Act of 1933 (the
"Act") and any applicable state securities laws or is made in accordance with
the Act and those laws. In connection with any transfer of this Certificate,
the Owner Trustee will require either:
(i) the transferee to execute an investment letter
acceptable to and in form and substance satisfactory to the Owner
Trustee certifying to the Owner Trustee the facts surrounding the
transfer, which investment letter shall not be an expense of the
Owner Trustee or
(ii) an Opinion of Counsel acceptable to and in form and
substance satisfactory to the Owner Trustee and the Depositor that
the transfer may be made pursuant to an exemption from the Act,
describing the applicable exemption and its basis, or is being made
pursuant to the Act, which Opinion of Counsel shall not be an expense
of the Owner Trustee or the Depositor.
In connection with any transfer of this Certificate, the holder transferring
this Certificate shall indemnify the Series 2001-A Subtrust and the Trust
against any liability that may result if the transfer is not so exempt or is
not made in accordance with any federal and state laws.
Neither this Certificate nor any legal or beneficial interest in it
may be, directly or indirectly, purchased, transferred, sold, pledged,
assigned, or otherwise disposed of, and any proposed transferee of this
Certificate shall not become its registered Holder, unless the the conditions
in Section 4.05 of the Agreement are satisfied.
No service charge shall be made for the registration of transfer or
exchange of this Certificate, but the Owner Trustee or the Certificate
Registrar may require payment of a sum sufficient to cover any tax or
governmental charge that may be imposed in connection with any transfer or
exchange of this Certificate.
The Owner Trustee, the Certificate Registrar, and any Certificate
Paying Agent will treat the person in whose name this Certificate is
registered in the Certificate Register as its owner for the purpose of
receiving distributions pursuant to Section 5.02 of the Master Trust Agreement
and for all other purposes whatsoever, and none of the Owner Trustee, the
Certificate Registrar, and any Certificate Paying Agent shall be bound by any
notice to the contrary.
The obligations created by the Agreement will terminate and this
Certificate will be retired and the Series 2001-A Subtrust will be dissolved
when the final distribution from the Series Assets is made resulting in the
Series 2001-A Subtrust having no further Series Assets. The Transferor may
effect the transfer of all the Mortgage Loans at their termination purchase
price on any Distribution Date from the Distribution Date immediately before
which the aggregate Note Principal Balance is less than or equal to 10% of the
aggregate Original Note Principal Balance. This transfer will result in the
termination of the Agreement and the dissolution of the Series 2001-A
Subtrust.
Unless the certificate of authentication on this Certificate has been
executed by the Indenture Trustee by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement, or be valid for any
purpose.
Dated: February 28, 2001
WILMINGTON TRUST COMPANY
not in its individual capacity
but solely as Owner Trustee
on behalf of the Trust
By: ____________________________
Certificate of Authentication:
This is one of the Transferor Certificates
referenced in the within-mentioned Agreement.
BANK ONE, NATIONAL ASSOCIATION
By: ________________________
Authorized Officer
EXHIBIT B
FORM OF INVESTMENT LETTER [NON-RULE 144A]
FOR TRANSFEROR CERTIFICATES
Date:
CWABS, Inc.
as Depositor
0000 Xxxx Xxxxxxx
Xxxxxxxxx, Xxxxxxxxxx 00000
Attention: ________________
Wilmington Trust Company, as Owner Trustee
Xxxxxx Square North
0000 Xxxxx Xxxxxx Xxxxxx
Xxxxxxxxxx, XX 00000-0000
Attention: Corporate Trust Administration
Re: CWABS Master Trust
Countrywide Home Equity Loan Trust 2001-A,
Revolving Home Equity Loan Asset Backed Notes,
Series 2001-A Transferor Certificates
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Ladies and Gentlemen:
In connection with our acquisition of Transferor Certificates in the
Denomination of _____________, we certify that (a) we understand that the
Transferor Certificates are not being registered under the Securities Act of
1933, as amended (the "Act"), or any state securities laws and are being
transferred to us in a transaction that is exempt from the registration
requirements of the Act and any such laws, (b) we are an "accredited
investor," as defined in Regulation D under the Act, and have such knowledge
and experience in financial and business matters that we are capable of
evaluating the merits and risks of investments in the Transferor Certificates,
(c) we have had the opportunity to ask questions of and receive answers from
the Depositor concerning the purchase of the Transferor Certificates and all
matters relating thereto or any additional information deemed necessary to our
decision to purchase the Transferor Certificates, (d) either (i) we are not an
employee benefit plan that is subject to the Employee Retirement Income
Security Act of 1974, as amended, nor a plan subject to Section 4975 of the
Internal Revenue Code of 1986, as amended, nor are we acting on behalf of any
such employee benefit plan, or (ii) if we are an insurance company, a
representation that we are an insurance company which is purchasing the
Transferor Certificates with funds contained in an "insurance company general
account" (as such term is defined in Section V(e) of Prohibited Transaction
Class Exemption 95-60 ("PTCE 95-60")) and that the purchase and holding of the
Transferor Certificates are covered under PTCE 95-60, (e) we are acquiring the
Transferor Certificates for investment for our own account and not with a view
to any distribution of the Transferor Certificates (but without prejudice to
our right at all times to sell or otherwise dispose of the Transferor
Certificates in accordance with clause (g) below), (f) we have not offered or
sold any Transferor Certificates to, or solicited offers to buy any Transferor
Certificates from, any person, or otherwise approached or negotiated with any
person with respect thereto, or taken any other action which would result in a
violation of Section 5 of the Act, and (g) we will not sell, transfer, or
otherwise dispose of any Transferor Certificates unless (1) the sale,
transfer, or other disposition is made pursuant to an effective registration
statement under the Act or is exempt from the registration requirements of the
Act, and if requested, we will at our expense provide an opinion of counsel
satisfactory to the addressees of this Certificate that the sale, transfer, or
other disposition may be made pursuant to an exemption from the Act, (2) the
purchaser or transferee of the Transferor Certificate has executed and
delivered to you a certificate to substantially the same effect as this
certificate, and (3) the purchaser or transferee has otherwise complied with
any conditions for transfer in the CWABS Master Trust Agreement dated as of
August 28, 2000, between CWABS, Inc. and Wilmington Trust Company, and the
Series Trust Supplement dated as of February 26, 2001 (together, the
"Agreement"). All capitalized terms used herein but not defined herein shall
have the meanings assigned to them in the Agreement.
Very truly yours,
______________________________
Name of Transferee
By: __________________________
Name:
Title:
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
____________________________________________
____________________________________________
____________________________________________
(Please print or typewrite name and address including postal zip code of
assignee)
the Percentage Interest evidenced by the within Certificate and hereby
authorizes the transfer of registration of the Percentage Interest to assignee
on the Certificate Register of the Trust.
I (We) further direct the Issuer to issue a new Certificate of a like
denomination and Class, to the above named assignee and deliver the
Certificate to the following address:
_______________________________________.
Dated: _______________
_______________________________________
Signature by or on behalf of assignor
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to:
____________________________________________
____________________________________________,
____________________________________________,
for the account of____________________________ , account number _____________,
or, if mailed by check, to_________________________ . Applicable statements
should be mailed to_____________________________ ,___________________________
information is provided by____________________________________ , the assignee
named above, or____________________________________ , as its agent.
