EXHIBIT 99.6
Financial Guaranty Insurance Company
115 Broadway
New York, New York 10006
(212) 312-3000
(800) 352-0001
Surety Bond
Issuer: CWABS Master Trust Policy Number: 00010866
Series 2000-D Subtrust Control Number: 0010001
Insured Obligations:
$340,000,000 in principal amount of
Revolving Home Equity Loan Asset
Backed Notes, Series 2000-D (the "Notes")
Indenture Trustee: Bank One, National Association
Financial Guaranty Insurance Company ("Financial Guaranty"), a New York stock
insurance company, in consideration of its receipt of the initial premium in
the amount of $50,000.00 (the "Deposit Premium") and subject to the terms of
this Surety Bond, hereby unconditionally and irrevocably agrees to pay each
Credit Enhancement Draw Amount to the Indenture Trustee named above or its
successor, as trustee for the Holders of the Notes, to the extent set forth in
the Indenture (as defined below). Capitalized terms used and not otherwise
defined herein shall have the meanings assigned to such terms in the Indenture
as in effect and executed on the date hereof or, if not defined in the
Indenture, then in the Sale and Servicing Agreement referred to in the
Indenture.
The following terms used herein shall have the meanings assigned to them
below.
"Aggregate Investor Interest" for any Payment Date means the Investor Interest
for the Payment Date and the Unpaid Investor Interest Shortfall (other than
any Basis Risk Carryforward) for the Payment Date plus, to the extent legally
permissible, interest at the related Note Rate.
"Available Investor Interest" for any Payment Date means the sum of the
following amounts, but in each case only to the extent they will be available
to be applied to make payments pursuant to Section 8.03(a)(ii) of the
Indenture on the Payment Date:
(i) the amount of Investor Interest Collections on deposit in the
Collection Account as of the close of business on the third Business Day
preceding the Payment Date,
(ii) the funds to be deposited into the Collection Account as a
single deposit on the Business Day preceding the Payment Date in
accordance with Section 3.02(b) of the Sale and Servicing Agreement, as
reported by the Master Servicer to the Credit Enhancer in the Servicing
Certificate delivered on the preceding Determination Date,
(iii) the amount on deposit in the Collection Account for the
Payment Date as of the close of business on the preceding Determination
Date for optional advances by the Master Servicer made pursuant to
Section 4.03 of the Sale and Servicing Agreement, and
(iv) the amount of the Subordinated Transferor Collections on
deposit in the Collection Account on the third Business Day preceding the
Payment Date.
"Credit Enhancement Draw Amount" for any Payment Date means an amount equal to
the sum of:
(x) the excess of the Aggregate Investor Interest over the Available
Investor Interest, plus
(y) the Guaranteed Principal Payment Amount; plus
(z) any Preference Amount (as defined in the Policy) to be paid pursuant
to the terms of the Policy on the Payment Date.
"Guaranteed Payment" for any Payment Date means the sum of the amounts set
forth in clauses (x) and (y) of the definition of "Credit Enhancement Draw
Amount."
"Guaranteed Principal Payment Amount" for the Notes means:
(a) on their Scheduled Maturity Date, the excess of the outstanding Note
Principal Balance (after giving effect to Interest Collections allocable
and distributable as principal on the Notes on the Payment Date) over the
sum of the amounts on deposit in the Collection Account available to be
distributed to the Holders pursuant to Section 8.03(b) of the Indenture,
(b) on any Payment Date on or before the date on which the Available
Transferor Subordinated Amount first increases to zero, if the Available
Transferor Subordinated Amount for that Payment Date is less than the
highest Available Transferor Subordinated Amount for any preceding
Payment Date, the amount of the excess of the highest Available
Transferor Subordinated Amount for any preceding Payment Date over the
Available Transferor Subordinated Amount for the current Payment Date,
(c) on any Payment Date after the date on which the Available Transferor
Subordinated Amount has first increased to zero, if the Available
Transferor Subordinated Amount has been reduced to zero or below, the
amount of the excess of the Note Principal Balance (after giving effect
to the distributions of Interest Collections and Principal Collections
that are allocable to principal on the Notes on the Payment Date) over
the Loan Balance (at the end of the related Collection Period), and
(d) on any other Payment Date, zero.
"Investor Interest" for any Payment Date means interest for the related
Interest Period at the Note Rate on the Note Principal Balance as of the first
day of the Interest Period (after giving effect to the distributions made on
the first day of the Interest Period).
"Unpaid Investor Interest Shortfall" for any Payment Date means the aggregate
amount of Note Interest that was accrued for a prior Payment Date and has not
been distributed to Holders of the Notes.
Financial Guaranty will pay a Guaranteed Payment with respect to the Notes out
of its own funds by 12:00 noon (New York City Time) in immediately available
funds to the Trustee on the later of (i) the second Business Day following the
day on which Financial Guaranty shall have received Notice that a Guaranteed
Payment is due in respect of the Notes and (ii) the Payment Date on which the
Guaranteed Payment is payable to the Noteholders pursuant to the Indenture,
for disbursement to the Noteholders in the same manner as other payments with
respect to the Notes are required to be made. Any Notice received by Financial
Guaranty after 12:00 noon New York City time on a given Business Day or on any
day that is not a Business Day shall be deemed to have been received by
Financial Guaranty on the next succeeding Business Day.
Upon such payment, Financial Guaranty shall be fully subrogated to the rights
of the Noteholders to receive the amount so paid. Financial Guaranty's
obligations with respect to the Notes hereunder with respect to each
Distribution Date shall be discharged to the extent funds consisting of the
related Guaranteed Payment are received by the Indenture Trustee on behalf of
the Holders of the Notes for payment to such Noteholders, as provided in the
Indenture and herein, whether or not such funds are properly applied by the
Indenture Trustee.
If any portion or all of any amount that is insured hereunder that was
previously distributed to a Noteholder is recoverable and recovered from such
Noteholder as a voidable preference by a trustee in bankruptcy pursuant to the
U.S. Bankruptcy Code, pursuant to a final non-appealable order of a court
exercising proper jurisdiction in an insolvency proceeding (a "Final Order")
(such recovered amount, a "Preference Amount"), Financial Guaranty will pay on
the guarantee described in the first paragraph hereof, an amount equal to each
such Preference Amount by 12:00 noon on the next Distribution Date after the
second Business Day following receipt by Financial Guaranty of (x) a certified
copy of the Final Order, (y) an assignment, in form reasonably satisfactory to
Financial Guaranty, irrevocably assigning to Financial Guaranty all rights and
claims of the Indenture Trustee and/or such Noteholder relating to or arising
under such Preference Amount and appointing Financial Guaranty as the agent of
the Indenture Trustee and/or such Noteholder in respect of such Preference
Amount, and (z) a Notice appropriately completed and executed by the Indenture
Trustee or such Noteholder, as the case may be. Such payment shall be made to
the receiver, conservator, debtor-in-possession or trustee in bankruptcy named
in the Final Order and not to the Indenture Trustee or Noteholder directly
(unless the Noteholder has previously paid such amount to such receiver,
conservator, debtor-in-possession or trustee named in such Final Order in
which case payment shall be made to the Indenture Trustee for distribution to
the Noteholder upon proof of such payment reasonably satisfactory to Financial
Guaranty). Notwithstanding the foregoing, in no event shall Financial Guaranty
be (i) required to make any payment under this Surety Bond in respect of any
Preference Amount to the extent such Preference Amount is comprised of amounts
previously paid by Financial Guaranty hereunder, or (ii) obligated to make any
payment in respect of any Preference Amount, which payment represents a
payment of the principal amount of any Notes, prior to the time Financial
Guaranty otherwise would have been required to make a payment in respect of
such principal, in which case Financial Guaranty shall pay the balance of the
Preference Amount when such amount otherwise would have been required.
Any of the documents required under clauses (x) through (z) of the preceding
paragraph that are received by Financial Guaranty after 2:00 p.m. New York
City time on a given Business Day or on any day that is not a Business Day
shall be deemed to have been received by Financial Guaranty on the next
succeeding Business Day. All payments made by Financial Guaranty hereunder in
respect of Preference Amounts will be made with Financial Guaranty's own
funds.
This Surety Bond is non-cancelable for any reason, including nonpayment of any
premium. The premium on this Surety Bond is not refundable for any reason,
including the payment of any Notes prior to their respective maturities. This
Surety Bond shall expire and terminate without any action on the part of
Financial Guaranty or any other Person on the date that is the later of (i)
the date that is one year and one day following the date on which the Notes
shall have been paid in full and (ii) if any proceeding referenced in the
second preceding paragraph has been commenced on or prior to the date
specified in clause (i) above, the 30th day after the entry of a final,
non-appealable order in resolution or settlement of such proceeding.
The Deposit Premium shall be due and payable on the date hereof, and a monthly
premium shall be due and payable as provided in the Indenture.
This Surety Bond is subject to and shall be governed by the laws of the State
of New York. The proper venue for any action or proceeding on this Surety Bond
shall be the County of New York, State of New York. The insurance provided by
this Surety Bond is not covered by the New York Property/Casualty Insurance
Security Fund (New York Insurance Code, Article 76).
"Notice" means a written notice in the form of Exhibit A to this Surety Bond
by registered or certified mail or telephonic or telegraphic notice,
subsequently confirmed by written notice delivered via telecopy, telex or hand
delivery from the Indenture Trustee to Financial Guaranty specifying the
information set forth therein. "Noteholder" means, as to a particular Note,
the person, other than the Sponsor, the Master Servicer, any subservicer
retained by the Master Servicer or the Depositor who, on the applicable
Distribution Date, is entitled under the terms of such Note to a distribution
thereon. "Indenture" means the Indenture relating to the Notes by and between
CWABS Master Trust (for the Series 2000-D Subtrust), as issuer (the "Issuer"),
and Bank One, National Association, as indenture trustee, dated as of November
28, 2000. "Sale and Servicing Agreement" means the Sale and Servicing
Agreement by and among CWABS, Inc., as Depositor, Countrywide Home Loans,
Inc., as Sponsor and Master Servicer, the Issuer, and Bank One National
Association, as Indenture Trustee, dated as of November 28, 2000.
In the event that payments under any Note are accelerated, nothing herein
contained shall obligate Financial Guaranty to make any payment of principal
or interest on such Note on an accelerated basis, unless such acceleration of
payment by Financial Guaranty is at the sole option of Financial Guaranty; it
being understood that a payment shortfall in respect of the redemption of any
Notes by reason of the redemption of the Notes pursuant to Article X of the
Indenture does not constitute acceleration for the purposes hereof.
IN WITNESS WHEREOF, Financial Guaranty has caused this Surety Bond to be
affixed with its corporate seal and to be signed by its duly authorized
officer in facsimile to become effective and binding upon Financial Guaranty
by virtue of the countersignature of its duly authorized representative.
/s/ Ann C. Stern /s/ A. Edward Turi
------------------------- ----------------------------------
Name: Ann C. Stern Name: A. Edward Turi
Title: President Title: Authorized Representative
Effective Date: November 30, 2000
<PAGE>
EXHIBIT A
NOTICE OF NONPAYMENT
AND DEMAND FOR PAYMENT OF INSURED AMOUNTS
To: Financial Guaranty Insurance Company
115 Broadway
New York, New York 10006
(212) 312-3000
Attention: General Counsel
Telephone: (212) 312-3000
Telecopier: (212) 312-3220
Re: CWABS Master Trust
Revolving Home Equity Loan Asset Backed Notes,
Series 2000-D (the "Notes")
Policy No. 00010866
Payment Date: ___________________________
We refer to that certain Indenture, dated as of November 28, 2000, by and
between CWABS Master Trust, for the Series 2000-D Subtrust, as issuer, and
Bank One, National Association, as Indenture Trustee (the "Indenture"),
relating to the above referenced Notes. All capitalized terms not otherwise
defined herein or in the Surety Bond shall have the same respective meanings
assigned to such terms in the Indenture, or, if not defined therein, in the
Sale and Servicing Agreement referred to in the Indenture.
(a) Based upon the Servicing Certificate for the Payment Date identified
above, the Indenture Trustee has determined under the Indenture that in
respect of such Payment Date:
(i) The Note Interest with respect to the Notes due and owing is
$____________;
(ii) The Unpaid Investor Interest Shortfall (not including any Basis
Risk Carryforward), if any, for the Notes, plus interest thereon at the
related Note Rate, due and owing is $__________;
(iii) The Guaranteed Principal Payment Amount with respect to the
Notes due and owing is $______________;
(iv) The amounts available to pay the items identified in items (i)
through (iii) above, as such amounts relate to clause (x) of the definition of
"Credit Enhancement Draw Amount," as reduced by any portion thereof that has
been deposited in the Collection Account but may not be withdrawn therefrom
pursuant to an order of a United States bankruptcy court of competent
jurisdiction imposing a stay pursuant to Section 362 of the United States
Bankruptcy Code), is $_______________.
Please be advised that a Guaranteed Payment is due for the Payment
Date identified above for the Notes in the amount of $__________.
[In addition, attached hereto is a copy of the Final Order in connection with
a Preference Amount in the amount set forth therein, together with an
assignment of rights and appointment of agent. The amount of the Preference
Amount is $______________.]
Accordingly, pursuant to the Indenture, this statement constitutes a notice
for payment of a Credit Enhancement Draw Amount in the amount of
$_______________ under the Surety Bond.
(b) No payment claimed hereunder is in excess of the amount payable under
the Surety Bond.
The amount requested in this Notice should be paid to: [Payment
Instructions]
Any person who knowingly and with intent to defraud any insurance company or
other person files an application for insurance or statement of claim
containing any materially false information or conceals for the purpose of
misleading, information concerning any fact material thereto, commits a
fraudulent insurance act, which is a crime, and shall also be subject to a
civil penalty not to exceed Five Thousand Dollars ($5,000.00) and the stated
value of the claim for each such violation.
IN WITNESS WHEREOF, the Trustee has executed and delivered this
Notice of Nonpayment and Demand for Payment of Insured Amounts this _____ day
of ______________________.
__________________________________________,
as Trustee
By: ___________________________________
Title: ___________________________________
