AMENDMENT NO. 1
Dated as of June 29, 2001
TO
POOLING AND SERVICING AGREEMENT
Dated as of Xxxxx 00, 0000
XXXXX BACKED FUNDING CORPORATION,
Depositor
and
AMERIQUEST MORTGAGE COMPANY,
Servicer
XXXXXX LOAN SERVICING LP,
Special Servicer
and
BANKERS TRUST COMPANY OF CALIFORNIA, N.A.
Trustee
ABFC Mortgage Loan Asset Backed Certificates,
Series 2001-AQ1
================================================================================
AMENDMENT No. 1, dated as of June 29, 2001 (the "Amendment"),
among Asset Backed Funding Corporation, as depositor (the "Depositor"),
Ameriquest Mortgage Company, as a servicer ("Ameriquest"), Xxxxxx Loan Servicing
LP, as special servicer ("Xxxxxx" or the "Special Servicer") and Bankers Trust
Company of California, N.A., as trustee (the "Trustee"), to the Pooling and
Servicing Agreement, dated as of March 29, 2001 (the "Agreement"), among the
Depositor, Ameriquest and the Trustee.
WHEREAS, the parties hereto, together with Banc of America
Mortgage Capital Corporation, have entered into the Special Servicing Agreement
under which Ameriquest has agreed, subject to certain terms and conditions, to
the transfer of servicing of Delinquent Loans to Xxxxxx.
WHEREAS, the parties hereto desire to amend the Agreement as
set forth in this Amendment to effectuate the provisions of the Special
Servicing Agreement.
WHEREAS, Section 11.01 of the Agreement provides, among other
things, that the Depositor, Ameriquest and the Trustee may amend the Agreement,
without notice to or consent of any of the Certificateholders, to make any other
provisions with respect to matters or questions arising under the Agreement,
which shall not be inconsistent with the provisions of the Agreement.
WHEREAS, the Depositor, Ameriquest and the Trustee have
obtained notice in writing to the Depositor, Ameriquest and the Trustee from the
Rating Agencies that this Amendment will not result in the reduction or
withdrawal of the rating of any outstanding Class of Certificates with respect
to which it is a Rating Agency, as required by Section 11.01 of the Agreement in
connection with this Amendment.
NOW THEREFORE, in consideration of the mutual agreements
herein contained, the Depositor, Ameriquest, Xxxxxx and the Trustee agree as
follows:
All terms used in this Amendment which are defined in the
Agreement, either directly or by reference therein, have the meanings assigned
to them therein, except to the extent such terms are defined or modified in this
Amendment or the context clearly requires otherwise.
Section 1. Amendments to Section 1.01.
--------------------------
(a) The following definitions are hereby amended to read in
their entirety as follows:
"Collection Account": Any of the account or accounts created
and maintained by the Servicers pursuant to Section 3.04, which shall be
entitled "Ameriquest Mortgage Corporation, as Servicer for Bankers Trust Company
of California, N.A., as Trustee, in trust for registered Holders of 2001-AQ1
Trust, ABFC Mortgage Loan Asset-Backed Certificates, Series 2001-AQ1" or "Xxxxxx
Loan Servicing LP, as Servicer for Bankers Trust Company of California, N.A., as
Trustee, in trust for registered Holders of 2001-AQ1 Trust, ABFC Mortgage Loan
Asset-Backed Certificates, Series 2001-AQ1" and each of which must be Eligible
Accounts.
"Final Recovery Determination": With respect to any defaulted
Mortgage Loan or any REO Property (other than a Mortgage Loan or REO Property
purchased by the Seller pursuant to or as contemplated by Section 2.03 or the
Majority Class X Certificateholder or Ameriquest pursuant to or as contemplated
by Section 10.01), a determination made by the applicable Servicer that all
Insurance Proceeds, Liquidation Proceeds and other payments or recoveries which
such Servicer, in its reasonable good faith judgment, expects to be finally
recoverable in respect thereof have been so recovered. The applicable Servicer
shall maintain records, prepared by a Servicing Officer, of each Final Recovery
Determination made thereby.
"Optional Termination Date": The first Distribution Date on
which the Majority Class X Certificateholders may, or if such option is not
exercised by the Majority Class X Certificateholders, the Majority Servicer may,
opt to terminate the Mortgage Pool pursuant to Section 10.01.
"Servicer": Ameriquest or any successor servicer appointed as
herein provided, in its capacity as Servicer hereunder or, with respect to any
Mortgage Loan for which servicing has been transferred to Xxxxxx in accordance
with Section 3.03 herein, Xxxxxx or any successor servicer appointed as herein
provided, in its capacity as Servicer hereunder with respect to such Mortgage
Loan from the time of such transfer.
"Servicer Event of Termination": With respect to each
Servicer, one or more of the events described in Section 7.01 (which, as to the
event specified in Section 7.01(v), shall apply only to Ameriquest or any
successor thereto other than the Special Servicer, as servicer of the Delinquent
Loans pursuant to the Special Servicing Agreement).
(b) The definition of "Delinquent" is hereby deleted and
replaced with the following:
"Delinquent Loan": As defined in the Special Servicing
Agreement.
(c) The following definitions are hereby added to read in
their entirety as follows:
"Ameriquest": Ameriquest Mortgage Corporation, or any
successor in interest.
"Xxxxxx": Xxxxxx Loan Servicing LP.
"Majority Servicer": As of any date of determination, the
Servicer then servicing the largest portion of the Pool Balance.
"Servicing Rights Pledgee": One or more lenders, selected by
the Special Servicer, to which the Special Servicer may pledge and assign all of
its right, title and interest in, to and under this Agreement, including First
Union National Bank, as the representative of certain lenders.
"Special Servicer": Xxxxxx Loan Servicing LP, or any
successor in interest.
"Special Servicing Agreement": The special servicing
agreement among Ameriquest Mortgage Company, Banc of America Mortgage Capital
Corporation, Asset Backed Funding Corporation, Bankers Trust Company of
California. N.A. and Xxxxxx Loan Servicing LP, in the form attached hereto as
Exhibit Q.
Section 2. Amendment to Section 2.03(c). Section 2.03(c) of
the Agreement is hereby amended by deleting such section and replacing it with
the following:
"Within 90 days of the earlier of discovery by a Servicer or
receipt of notice by a Servicer of the breach of any representation, warranty or
covenant of such Servicer set forth in Section 2.05 which materially and
adversely affects the interests of the Certificateholders in any Mortgage Loan
serviced by it, the applicable Servicer shall cure such breach in all material
respects."
Section 3. Addition of Section 2.05A. The Agreement is hereby
amended by adding the following section:
"Section 2.05A. Representations, Warranties and Covenants of
the Special Servicer.
The Special Servicer hereby represents, warrants and
covenants to the Trustee, for the benefit of each of the Trustee and the
Certificateholders and to the Depositor that as of the date hereof:
(i) The Special Servicer is duly organized, validly
existing, and in good standing under the laws of the jurisdiction
of its formation and has all licenses necessary to carry on its
business as now being conducted, except for such licenses,
certificates and permits the absence of which, individually or in
the aggregate, would not have a material adverse effect on the
ability of the Special Servicer to conduct its business as it is
presently conducted, and is licensed, qualified and in good
standing in the states where the Mortgaged Property is located if
the laws of such state require licensing or qualification in
order to conduct business of the type conducted by the Special
Servicer or to ensure the enforceability or validity of each
Delinquent Loan; the Special Servicer has the power and authority
to execute and deliver this Agreement and to perform in
accordance herewith; the execution, delivery and performance of
this Agreement (including all instruments of transfer to be
delivered pursuant to this Agreement) by the Special Servicer and
the consummation of the transactions contemplated hereby have
been duly and validly authorized; this Agreement evidences the
valid, binding and enforceable obligation of the Special
Servicer, subject to applicable bankruptcy, insolvency,
reorganization, moratorium or other similar laws affecting the
enforcement of creditors' rights generally; and all requisite
corporate action has been taken by the Special Servicer to make
this Agreement valid and binding upon the Special Servicer in
accordance with its terms;
(ii) The consummation of the transactions contemplated by
this Agreement are in the ordinary course of business of the
Special Servicer and will not result in the breach of any term or
provision of the certificate of formation or the partnership
agreement of the Special Servicer or result in the breach of any
term or provision of, or conflict with or constitute a default
under or result in the acceleration of any obligation under, any
agreement, indenture or loan or credit agreement or other
instrument to which the Special Servicer or its property is
subject, or result in the violation of any law, rule, regulation,
order, judgment or decree to which the Special Servicer or its
property is subject;
(iii) This Agreement, and all documents and instruments
contemplated hereby which are executed and delivered by the
Special Servicer, constitute and will constitute valid, legal and
binding obligations of the Special Servicer, enforceable in
accordance with their respective terms, except as the enforcement
thereof may be limited by applicable bankruptcy laws and general
principles of equity;
(iv) The Special Servicer does not believe, nor does it have
any reason or cause to believe, that it cannot perform each and
every covenant contained in this Agreement;
(v) There is no action, suit, proceeding or investigation
pending or, to its knowledge, threatened against the Special
Servicer that, either individually or in the aggregate, may
result in any material adverse change in the business,
operations, financial condition, properties or assets of the
Special Servicer, or in any material impairment of the right or
ability of the Special Servicer to carry on its business
substantially as now conducted, or in any material liability on
the part of the Special Servicer, or that would draw into
question the validity or enforceability of this Agreement or of
any action taken or to be taken in connection with the
obligations of the Special Servicer contemplated herein, or that
would be likely to impair materially the ability of the Special
Servicer to perform under the terms of this Agreement;
(vi) No consent, approval or order of any court or
governmental agency or body is required for the execution,
delivery and performance by the Special Servicer of or compliance
by the Special Servicer with this Agreement or the consummation
of the transactions contemplated by this Agreement, except for
such consents, approvals, authorizations and orders, if any, that
have been obtained; and
(vii) Neither this Agreement nor any information,
certificate of an officer, statement furnished in writing or
report delivered to the Trustee, the Depositor or any Rating
Agency by the Special Servicer in connection with the
transactions contemplated hereby contains or will contain any
untrue statement of a material fact or omits or will omit to
state a material fact necessary in order to make the statements
contained therein, in light of the circumstances under which they
were made, not misleading.
It is understood and agreed that the representations,
warranties and covenants set forth in this Section 2.05A shall survive delivery
of the Mortgage Files to the Trustee and shall inure to the benefit of the
Trustee, the Depositor and the Certificateholders. Upon discovery by any of the
Depositor, any Servicer or the Trustee of a breach of any of the foregoing
representations, warranties and covenants which materially and adversely affects
the value of any Mortgage Loan, Prepayment Charge or the interests therein of
the Certificateholders, the party discovering such breach shall give prompt
written notice (but in no event later than two Business Days following such
discovery) to the other parties hereto."
Section 4. Amendment to Section 3.03. Section 3.03 of the
Agreement is hereby amended by:
(a) adding the following before the period at the end of the
first sentence of the second paragraph thereof:
"or of any security representing an interest in or secured by
the Class X Certificates";
(b) deleting the period at the end of the last sentence of
the second paragraph and adding the following:
"and, in the case of Xxxxxx, such Special Servicing Fee shall
be $175 per month for each Delinquent Loan, payable to Xxxxxx each month for the
period from the date the servicing of such Delinquent Loan is transferred to
Xxxxxx to the earliest to occur of the following: (i) the Mortgage Loan is no
longer a Delinquent Loan, (ii) the Delinquent Loan is liquidated by Xxxxxx,
(iii) the removal of Xxxxxx as Special Servicer and (iv) 18 months from the date
that the servicing of such Delinquent Loan is transferred to Xxxxxx. The
Servicer (solely with respect to the occurrence of the event specified in (iii)
above) and the Special Servicer shall promptly notify each of the other parties
to this Agreement if it receives actual knowledge of the occurrence of any of
the events specified in (i) through (iv) above.";
(c) adding the following after the last sentence of the
second paragraph thereof:
"Without limiting the generality of the foregoing: (i) Xxxxxx
shall initially act as Special Servicer pursuant to the Special Servicing
Agreement, (ii) all Delinquent Loans shall be subject to a transfer of servicing
to Xxxxxx in accordance with the provisions of the Special Servicing Agreement
and (iii) upon the transfer of servicing of a Delinquent Loan to Xxxxxx, Xxxxxx
shall be the "Servicer" with respect to such Delinquent Loan for all purposes of
this Agreement and Ameriquest shall have no further obligation to the Trust, any
Certificateholder or any party to this Agreement with respect to such Mortgage
Loan except with respect to any liabilities relating to such Mortgage Loan which
arose prior to such transfer."
Section 5. Amendment to Section 3.04(a). Section 3.04(a) of
the Agreement is hereby amended by deleting the first sentence and replacing it
with the following:
"Each Servicer shall segregate and hold all funds collected
and received pursuant to each Mortgage Loan serviced by such Servicer separate
and apart from any of its own funds and general assets and shall establish and
maintain one or more Collection Accounts."
Section 6. Amendment to Section 3.18. Section 3.18 of the
Agreement is hereby amended by deleting such section and replacing it with the
following:
"As compensation for its activities hereunder, each Servicer
shall be entitled to retain the amount of the Servicing Fee with respect to each
Mortgage Loan serviced by such Servicer (including REO Properties). Each
Servicer shall be entitled to retain additional servicing compensation in the
form of release fees, bad check charges, assumption fees, modification or
extension fees, late payment charges, or any other service-related fees,
Insurance Proceeds and Liquidation Proceeds not required to be deposited in the
Collection Account and similar items, to the extent collected from Mortgagors of
the Mortgage Loans serviced by such Servicer."
Section 7. Amendment to Section 3.19. Section 3.19 of the
Agreement is hereby amended by deleting subsections (a) and (b) and replacing
them with the following:
"(a) Each Servicer, at its own expense, will deliver to the
Trustee and the Depositor, not later than April 30 following the end of the
fiscal year of such Servicer which as of the Startup Day ends on the last day of
December, commencing in 2002, a Servicing Officer's certificate stating, as to
each signer thereof, that (i) a review of the activities of such Servicer during
such preceding fiscal year (or such shorter period in the case of the first such
report) and of performance under this Agreement has been made under such
officers' supervision, and (ii) to the best of such officer's knowledge, based
on such review, such Servicer has fulfilled all its obligations under this
Agreement for such year, or, if there has been a default in the fulfillment of
all such obligations, specifying each such default known to such officers and
the nature and status thereof including the steps being taken by such Servicer
to remedy such default.
(b) Delivery of such reports, information and documents to
the Trustee is for informational purposes only and the Trustee's receipt of such
shall not constitute constructive notice of any information contained therein or
determinable, from information contained therein, including each Servicer's
compliance with any of its covenants hereunder (as to which the Trustee is
entitled to rely exclusively on Officers' Certificates)."
Section 8. Amendment to Section 3.20. Section 3.20 of the
Agreement is hereby amended by deleting subsections (a), (b) and (c) and
replacing them with the following:
"(a) Not later than April 30 following the end of each fiscal
year of each Servicer commencing in 2002, each Servicer, at its own expense,
shall cause a nationally recognized firm of independent certified public
accountants to furnish to the Trustee and the Depositor a report stating that
(i) it has obtained a letter of representation regarding certain matters from
the management of such Servicer which includes an assertion that such Servicer
has complied with certain minimum residential mortgage loan servicing standards,
identified in either the Uniform Single Attestation Program for Mortgage Bankers
established by the Mortgage Bankers Association of America or the Audit Program
for Mortgages serviced by FHLMC, with respect to the servicing of residential
mortgage loans during the most recently completed fiscal year and (ii) on the
basis of an examination conducted by such firm in accordance with standards
established by the American Institute of Certified Public Accountants, such
representation is fairly stated in all material respects, subject to such
exceptions and other qualifications that may be appropriate. Each Servicer shall
furnish a copy of such report to the Trustee, the Depositor and each Rating
Agency. Copies of such statement shall be provided by the Trustee to any
Certificateholder upon request, provided that such statement has been delivered
by each Servicer to the Trustee.
(b) Delivery of such reports, information and documents to
the Trustee is for informational purposes only and the Trustee's receipt of such
shall not constitute constructive notice of any information contained therein or
determinable, from information contained therein, including each Servicer's
compliance with any of its covenants hereunder (as to which the Trustee is
entitled to rely exclusively on Officers' Certificates).
(c) The Trustee shall, on behalf of the Trust Fund, prepare,
sign and file with the Securities and Exchange Commission any and all reports,
statements and information respecting the Trust which the Depositor determines
are required to be filed with the Securities and Exchange Commission pursuant to
Sections 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, each
such report, statement and information to be filed on or prior to the required
filing date for such report, statement or information. Upon the request of the
Trustee, each of the Seller, each Servicer and the Depositor shall cooperate
with the Trustee in the preparation of any such report and shall provide to the
Trustee in a timely manner all such information or documentation as the Trustee
may reasonably request in connection with the performance of its duties and
obligations under this Section."
Section 9. Amendment to Section 3.25(b). Section 3.25(b) of
the Agreement is hereby amended by deleting the first two sentences and
replacing them with the following:
"All income and gain realized from the investment of funds in
any Collection Account shall be for the benefit of the Servicer maintaining such
Collection Account. The applicable Servicer shall deposit in the respective
Collection Account the amount of any loss incurred in respect of any such
Permitted Investment made with funds in such account immediately upon
realization of such loss."
Section 10. Amendment to Section 3.26(a). Section 3.26(a) of
the Agreement is hereby amended by deleting such section and replacing it with
the following:
"(a) Subject to clause (b) below and Section 6.03, each
Servicer (except the Trustee if it is required to succeed a Servicer hereunder)
indemnifies and holds the Trustee, the Depositor, each other Servicer and each
Certificateholder harmless against any and all claims, losses, penalties, fines,
forfeitures, reasonable legal fees and related costs, judgments, and any other
costs, fees and expenses that the Trustee, the Depositor, any other Servicer and
any Certificateholder may sustain in any way related to the failure of such
Servicer to perform its duties and service the Mortgage Loans required to be
serviced by such Servicer hereunder in compliance with the Servicing Standards.
Each Servicer shall immediately notify the Trustee, the Depositor, each other
Servicer and each Certificateholder if a claim is made that may result in such
claims, losses, penalties, fines, forfeitures, legal fees or related costs,
judgments, or any other costs, fees and expenses, and such Servicer shall assume
(with the consent of the Trustee) the defense of any such claim and pay all
expenses in connection therewith, including reasonable counsel fees, and
promptly pay, discharge and satisfy any judgment or decree which may be entered
against such Servicer, the Trustee, the Depositor, each other Servicer and/or
Certificateholder in respect of such claim. The provisions of this Section 3.26
shall survive the termination of this Agreement and the payment of the
outstanding Certificates."
Section 11. Amendment to Section 4.06(a). Section 4.06(a) of
the Agreement is hereby amended by deleting subsections (iv) and (viii) and
replacing them with the following:
"(iv) the aggregate amount of servicing compensation received
by each Servicer during the related Collection Period and any accrued and unpaid
Special Servicing Fees;"
"(viii) the number and aggregate unpaid principal balance of
Mortgage Loans (a) for which the servicing has been transferred to the Special
Servicer pursuant to Section 3.03, (b) 30 to 59 days past due on a contractual
basis, (c) 60 to 89 days past due on a contractual basis, (d) 90 or more days
past due on a contractual basis, (e) as to which foreclosure proceedings have
been commenced and (f) in bankruptcy as of the close of business on the last day
of the calendar month preceding such Distribution Date;"
Section 12. Amendment to Section 4.07. Section 4.07 of the
Agreement is hereby amended by deleting subsections (a) and (b) and replacing
them with the following:
"(a) On the second Business Day following each Determination
Date but in no event less than four Business Days prior to the related
Distribution Date, each Servicer shall deliver to the Trustee by telecopy (or by
such other means as such Servicer and the Trustee may agree from time to time) a
Remittance Report with respect to the related Distribution Date. On the same
date as delivery of the Remittance Report, each Servicer shall deliver or cause
to be delivered to the Trustee in addition to the information provided on the
Remittance Report, such other information reasonably available to it with
respect to the Mortgage Loans serviced by the such Servicer as the Trustee may
reasonably request or order in order for the Trustee to perform the calculations
necessary to make the distributions contemplated by Section 4.01, 4.02 and 4.03
and to prepare the statements to Certificateholders contemplated by Section
4.06. The Trustee shall not be responsible to recompute, recalculate or verify
any information provided to it by such Servicer.
(b) The amount of Advances to be made by each Servicer for
any Distribution Date shall equal, subject to Section 4.07(d), the aggregate
amount of Monthly Payments (net of the related Servicing Fee), due during the
related Collection Period in respect of the Mortgage Loans serviced by such
Servicer which Monthly Payments were delinquent on a contractual basis as of the
close of business on the related Determination Date.
On or before the close of business New York time on the
Servicer Remittance Date, each Servicer shall remit in immediately available
funds to the Trustee for deposit in the Distribution Account an amount equal to
the aggregate amount of Advances, if any, to be made in respect of the Mortgage
Loans serviced by such Servicer for the related Distribution Date either (i)
from its own funds or (ii) from the applicable Collection Account, to the extent
of funds held therein for future distribution (in which case it will cause to be
made an appropriate entry in the records of the Collection Account that amounts
held for future distribution have been, as permitted by this Section 4.07, used
by such Servicer in discharge of any such Advance) or (iii) in the form of any
combination of (i) and (ii) aggregating the total amount of Advances to be made
by such Servicer with respect to the Mortgage Loans serviced by such Servicer.
Any amounts held for future distribution and so used shall be appropriately
reflected in such Servicer's records and replaced by such Servicer by deposit in
the Collection Account on or before any future Servicer Remittance Date to the
extent that the Available Funds for the related Distribution Date (determined
without regard to Advances to be made on the Servicer Remittance Date) shall be
less than the total amount that would be distributed to the Classes of
Certificateholders pursuant to Section 4.01 and 4.02 on such Distribution Date
if such amounts held for future distributions had not been so used to make
Advances. The Trustee will provide notice to a Servicer, by telecopy by the
close of business on any Servicer Remittance Date in the event that the amount
remitted by such Servicer to the Trustee on such date is less than the Advances
required to be made by such Servicer for the related Distribution Date, as set
forth in the related Remittance Report."
Section 13. Amendment to Section 6.01. Section 6.01 of the
Agreement is hereby amended by deleting the first sentence and replacing it with
the following:
"Each Servicer shall be liable in accordance herewith only to
the extent of the obligations specifically imposed upon and undertaken by such
Servicer herein."
Section 14. Amendment to Section 6.05. Section 6.05 of the
Agreement is hereby amended by adding the following at the end of such Section:
"The Trustee and the Depositor hereby specifically (i)
consent to the pledge and assignment by the Special Servicer of all the Special
Servicer's right, title and interest in, to and under this Agreement to the
Servicing Rights Pledgee, for the benefit of certain lenders, and (ii) provided
that no Servicer Event of Default relating to the Special Servicer exists, agree
that upon delivery to the Trustee by the Servicing Rights Pledgee of a letter
signed by the Special Servicer whereunder the Special Servicer shall resign as
Servicer under this Agreement, the Trustee shall appoint the Servicing Rights
Pledgee or its designee as successor Servicer, provided that at the time of such
appointment, the Servicing Rights Pledgee or such designee meets the
requirements of a successor Servicer pursuant to Section 7.02 and agrees to be
subject to the terms of this Agreement. If, pursuant to any provision hereof,
the duties of the Special Servicer as a Servicer are transferred to a successor,
the entire amount of the Servicing Fee and other compensation payable to the
Special Servicer pursuant hereto shall thereafter be payable to such successor."
Section 15. Amendment to Section 7.02(b). Section 7.02(b) of
the Agreement is hereby amended by adding the following:
"Any successor appointed as Servicer upon the resignation or
termination of Ameriquest, and each successor thereto, by acceptance of its
appointment as Servicer, hereby acknowledges that it will be responsible for the
obligations of Ameriquest or any successor thereto under the Special Servicing
Agreement from the date that such successor becomes a Servicer until such
successor is no longer acting as a Servicer. If a successor servicer is named,
the predecessor servicer shall remain liable for any obligations incurred under
the Special Servicing Agreement prior to the date that it becomes successor
servicer."
Section 16. Amendment to Section 8.02(a). Section 8.02(a) of
the Agreement is hereby amended by deleting the penultimate sentence of
subsection (v) and replacing it with the following:
"The reasonable expense of every such examination shall be
paid by the Servicer subject to the investigation or, if paid by the Trustee,
shall be reimbursed by such Servicer upon demand."
Section 17. Amendment to Section 9.01(k). Section 9.01(k) of
the Agreement is hereby amended by deleting such section and replacing it with
the following:
"On or before April 15 of each calendar year beginning in
2002, each Servicer shall deliver to the Trustee and each Rating Agency an
Officer's Certificate stating such Servicer's compliance with the provisions of
this Section 9.01 applicable to such Servicer."
Section 18. Amendment to Section 10.01(a). Section 10.01(a)
of the Agreement is hereby amended by deleting the first three paragraphs and
replacing them with the following:
"The respective obligations and responsibilities of each
Servicer, the Depositor and the Trustee created hereby (other than the
obligation of the Trustee to make certain payments to Certificateholders after
the final Distribution Date and the obligation of each Servicer to send certain
notices as hereinafter set forth and other than as set forth in Section 7.05)
shall terminate upon notice to the Trustee upon the earliest of (i) the
Distribution Date on which the Certificate Principal Balance of each Class of
Certificates has been reduced to zero, (ii) the final payment or other
liquidation of the last Mortgage Loan in the Trust, and (iii) the optional
purchase by the Majority Class X Certificateholders or the Majority Servicer of
the Mortgage Loans as described below. Notwithstanding the foregoing, in no
event shall the trust created hereby continue beyond the expiration of 21 years
from the death of the last survivor of the descendants of Xxxxxx X. Xxxxxxx, the
late ambassador of the United States to the Court of St. Xxxxx, living on the
date hereof.
The Majority Class X Certificateholders may, at their option,
or if such option is not exercised by the Majority Class X Certificateholders,
the Majority Servicer may, terminate the Mortgage Loans in the Trust Fund and
retire the Offered Certificates on the next succeeding Distribution Date upon
which the aggregate current Pool Balance is less than 10% of the aggregate Pool
Balance of the Mortgage Loans as of the Cut-off Date by purchasing all of the
outstanding (i) Mortgage Loans in the Trust Fund at a price equal to the sum of
the outstanding Principal Balance of the Mortgage Loans and except to the extent
previously advanced by the Majority Servicer, accrued and unpaid interest
thereon at the weighted average of the Mortgage Interest Rates through the end
of the Collection Period preceding the final Distribution Date plus unreimbursed
Servicing Advances, Advances and any unpaid Servicing Fees and Special Servicing
Fees allocable to such Mortgage Loans and (ii) REO Properties in the Trust Fund
at a price equal to their fair market value as determined in good faith by the
applicable Servicer (the "Termination Price").
In connection with any such purchase pursuant to the
preceding paragraph, each Servicer shall deliver to the Trustee for deposit in
the Distribution Account all amounts then on deposit in the Collection Account
(less amounts permitted to be withdrawn by such Servicer pursuant to Section
3.07), which deposit shall be deemed to have occurred immediately following such
purchase."
Section 19. Amendment to Section 11.05. Section 11.05 of the
Agreement is hereby amended by deleting the first sentence and replacing it with
the following:
"All directions, demands and notices hereunder shall be in
writing and shall be deemed to have been duly given if personally delivered at
or mailed by first class mail, postage prepaid, or by express delivery service,
to (a) in the case of the Trustee, Bankers Trust Company of California, N.A.,
0000 Xxxx Xx. Xxxxxx Xxxxx, Xxxxx Xxx, Xxxxxxxxxx 00000, Attention: Trust
Administration: BA01A1, or such other address as may hereafter be furnished to
the Depositor and the Servicer in writing by the Trustee, (b) in the case of the
Depositor, Asset Backed Funding Corporation, 000 Xxxxx Xxxxx Xxxxxx, 00xx Xxxxx,
Xxxxxxxxx, X.X. 00000 Attention: ABFC Mortgage Loan Asset-Backed Certificates,
Series 2001-AQ1, or such other address as may be furnished to the Servicer and
the Trustee in writing by the Depositor, (c) in the case of Ameriquest,
Ameriquest Mortgage Company, 0000 Xxxx & Xxxxxxx Xxxx, Xxxxx 0000, Xxxxxx, XX
00000, Attention: General Counsel, or such other address as may be furnished to
the Depositor and the Trustee in writing by Ameriquest and (d) in the case of
Xxxxxx, Xxxxxx Loan Servicing LP, 0000 X. Xxxxxxx, Xxxxx 000, Xxxxxxx, Xxxxx
00000, Attention: Xxxxxx XxXxxxx, or such other address as may be furnished to
the Depositor and the Trustee in writing by Xxxxxx.
Section 20. References to the Servicer. Except as otherwise
set forth herein, any reference to "the Servicer" in the Agreement shall mean
either Ameriquest or Xxxxxx, as applicable, or both Ameriquest and Xxxxxx, as
the context requires, each acting in its capacity as a Servicer.
Any reference to "the Servicer" in the following sections of
the Agreement shall mean Ameriquest, acting in its capacity as Servicer:
Sections 2.01, 7.01(a)(v), 8.07, 8.10, 9.01(c), 9.01(l), 10.01(b), 10.01(d),
10.02 and 11.02.
Section 21. References to Collection Account. Any reference
to "Collection Account" in the Agreement, other than to Section 3.25(b) of the
Agreement, as amended by Section 8 hereof, shall mean the Collection Account
maintained by the applicable Servicer.
Section 22. Amendment to Exhibits. The Agreement is hereby
amended by deleting Exhibits X-0, X-0, X-0, X-0, X-0, X-0, X-0, X, X-0, X-0,
X-0, C-4, C-5, E, F-3, I and K of the Agreement in their entirety and replacing
them with the exhibits attached hereto as Exhibits 1, 2, 3, 4, 5, 6, 7, 8, 9,
10, 11, 12, 13, 14, 15, 16 and 17. In addition, the Agreement is hereby amended
by adding Exhibit Q, a copy of which is attached hereto as Exhibit 18.
Section 23. Counterparts. This Amendment may be executed
simultaneously in any number of counterparts, each of which counterparts shall
be deemed to be an original, and such counterparts shall together constitute but
one and the same instrument.
Section 24. Governing Law. This Amendment shall be construed
in accordance with the laws of the State of New York (without regard to
conflicts of laws principles), and the obligations, rights and remedies of the
parties hereunder shall be determined in accordance with such laws.
Section 25. Effect of Amendment. Except as expressly amended
hereby, all provisions of the Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the Depositor, Ameriquest, Xxxxxx and the
Trustee have caused their names to be signed hereto by their respective officers
thereunto duly authorized as of the day and year first above written.
ASSET BACKED FUNDING CORPORATION,
as Depositor
By:_______________________________
Name:
Title:
AMERIQUEST MORTGAGE COMPANY,
as a Servicer
By:_______________________________
Name:
Title:
XXXXXX LOAN SERVICING LP,
as Special Servicer
By:_______________________________
Name:
Title:
BANKERS TRUST COMPANY OF CALIFORNIA, N.A.,
solely as Trustee and not in its
individual capacity
By:_______________________________
Name:
Title:
STATE OF NORTH CAROLINA )
) ss.:
COUNTY OF MECKLENBURG )
On the 29th day of June, 2001 before me, a Notary Public in
and for the State of North Carolina, personally appeared Xxxxxx Xxxxxxxx, known
to me to be the President of Asset Backed Funding Corporation the corporation
that executed the within instrument and also known to me to be the person who
executed it on behalf of said corporation, and acknowledged to me that such
corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
-------------------------------
Notary Public
STATE OF CALIFORNIA )
) ss.:
COUNTY OF )
On the 29th day of June, 2001 before me, a Notary Public in
and for the State of California, personally appeared ___________________, known
to me to be the __________________ of Ameriquest Mortgage Company, a Delaware
corporation that executed the within instrument and also known to me to be the
person who executed it on behalf of said corporation, and acknowledged to me
that such corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
-------------------------------
Notary Public
STATE OF )
) ss.:
COUNTY OF )
On the 29th day of June, 2001 before me, a Notary Public in
and for the State of ____________, personally appeared ___________________,
known to me to be the __________________ of Xxxxxx Loan Servicing LP, a limited
partnership that executed the within instrument and also known to me to be the
person who executed it on behalf of said limited partnership, and acknowledged
to me that such limited partnership executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
-------------------------------
Notary Public
STATE OF CALIFORNIA )
) ss.:
COUNTY OF )
On the 29th day of June, 2001 before me, a Notary Public in
and for the State of California, personally appeared Xxxxxxx Xxxxx, known to me
to be a _____________________ of Bankers Trust Company of California, N.A., a
national banking association that executed the within instrument and also known
to me to be the person who executed it on behalf of said corporation, and
acknowledged to me that such corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
-------------------------------
Notary Public
EXHIBIT 1
EXHIBIT A-1
[FORM OF THE CLASS A-1 CERTIFICATE]
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO
THE TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF
CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A
"REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT,"
AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D
OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE").
ABFC MORTGAGE LOAN ASSET-BACKED CERTIFICATES
SERIES 2001-AQ1, CLASS A-1
evidencing a beneficial ownership interest in a portion of a Trust Fund
consisting primarily of a pool of conventional fixed-rate one- to four-family
first lien mortgage loans formed and sold by
ASSET BACKED FUNDING CORPORATION
Series 2001-AQ1, Class A-1 Original Class Certificate Principal
Balance of the Class A-1 Certificates
Pass-Through Rate: [__]% as of the Closing Date: $[ ]
Date of Pooling and Servicing Initial Certificate Principal Balance:
Agreement: March 29, 2001 $[ ]
First Distribution Date: April 20, 2001 Trustee: Bankers Trust Company of
California, N.A.
No.
Closing Date: March 29, 2001
CUSIP: 90211E AA 3
DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF
THIS CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN.
ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT
ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
ASSET BACKED FUNDING CORPORATION, EITHER SERVICER, THE TRUSTEE OR
ANY OF THEIR AFFILIATES. THIS CERTIFICATE IS NOT GUARANTEED BY ANY
AGENCY OR INSTRUMENTALITY OF THE UNITED STATES.
This certifies that _______________ is the registered owner of a
Percentage Interest (obtained by dividing the Initial Certificate Principal
Balance of this Certificate by the Original Class Certificate Principal Balance
of the Class A-1 Certificates) in that certain beneficial ownership interest
evidenced by all the Class A-1 Certificates in the Trust Fund created pursuant
to a Pooling and Servicing Agreement, dated as specified above (the
"Agreement"), among Asset Backed Funding Corporation (hereinafter called the
"Depositor," which term includes any successor entity under the Agreement),
Ameriquest Mortgage Company ("Ameriquest") and the Trustee, as amended by
Amendment No. 1, dated as of June [ ], 2001 among the Depositor, Ameriquest,
Xxxxxx Loan Servicing LP ("Xxxxxx") and the Trustee, a summary of certain of the
pertinent provisions of which is set forth hereafter. To the extent not defined
herein, the capitalized terms used herein have the meanings assigned in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, distributions will be made
on the 20th day of each month or, if such 20th day is not a Business Day, the
Business Day immediately following (a "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered on the last Business Day of the month immediately
preceding the month in which the related Distribution Date occurs (the "Record
Date"), from funds in the Distribution Account in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount required
to be distributed to the Holders of Class A-1 Certificates on such Distribution
Date pursuant to the Agreement.
All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by or on behalf of the Trustee by
wire transfer in immediately available funds to the account of the Person
entitled thereto if such Person shall have so notified the Certificate Registrar
in writing at least five Business Days prior to the Record Date immediately
prior to such Distribution Date and is the registered owner of Class A-1
Certificates the aggregate Initial Certificate Principal Balance of which is in
excess of $5,000,000, or by check mailed by first class mail to the address of
the Person entitled thereto, as such name and address shall appear on the
Certificate Register, provided that the Certificate Registrar may deduct a
reasonable wire transfer fee from any payment made by wire transfer.
Notwithstanding the above, the final distribution on this Certificate will be
made after due notice by the Trustee of the pendency of such distribution and
only upon presentation and surrender of this Certificate at the office or agency
appointed by the Trustee for that purpose as provided in the Agreement.
The Class A-1 Pass-Through Rate on each Distribution Date will be a
rate specified above. Interest will accrue on the Class A-1 Certificates during
each Interest Accrual Period at a rate equal to the lesser of (i) the Class A-1
Pass-Through Rate and (ii) the Class A-1 Net WAC Cap for such Distribution Date.
This Certificate is one of a duly authorized issue of Certificates
designated as ABFC Mortgage Loan Asset-Backed Certificates of the Series
specified on the face hereof (herein called the "Certificates") and representing
a Percentage Interest in the Class A-1 Certificates.
The Class A-1 Certificates are limited in right of payment to
certain collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Collection Account and the Distribution Account
may be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of advances made, or
certain expenses incurred, with respect to the Mortgage Loans.
The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, either Servicer, the Trustee and the rights of the Certificateholders
under the Agreement at any time by the Depositor, each Servicer and the Trustee
with the consent of the Holders of Certificates entitled to the Voting Rights
identified in the agreement. Any such consent by the Holder of this Certificate
shall be conclusive and binding on such Holder and upon all future Holders of
this Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent is
made upon this Certificate. The Agreement also permits the amendment thereof, in
certain limited circumstances, without the consent of the Holders of any of the
Certificates.
As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices or agencies appointed by the Trustee as provided in the
Agreement, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Trustee and
the Certificate Registrar duly executed by, the Holder hereof or such Holder's
attorney duly authorized in writing, and thereupon one or more new Certificates
of the same Class in authorized denominations evidencing the same aggregate
Percentage Interest will be issued to the designated transferee or transferees.
The Certificates are issuable in fully registered form only without
coupons in Classes and denominations representing Percentage Interests specified
in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer
or exchange of Certificates, but the Certificate Registrar may require payment
of a sum sufficient to cover any tax or other governmental charge that may be
imposed in connection with any transfer or exchange of Certificates.
The Depositor, each Servicer, the Trustee and the Certificate
Registrar and any agent of the Depositor, either Servicer, the Trustee or the
Certificate Registrar may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and none of the Depositor,
either Servicer, the Trustee, the Certificate Registrar nor any such agent shall
be affected by notice to the contrary.
The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts
held by or on behalf of the Trustee and required to be paid to them pursuant to
the Agreement following the earlier of (i) the final payment or other
liquidation (or any advance with respect thereto) of the last Mortgage Loan
remaining in the Trust Fund, and (ii) the purchase by the party designated in
the Agreement at a price determined as provided in the Agreement from the Trust
Fund of all Mortgage Loans and all property acquired in respect of such Mortgage
Loans. The Agreement permits, but does not require, the party designated in the
Agreement to purchase from the Trust Fund all Mortgage Loans and all property
acquired in respect of any Mortgage Loan at a price determined as provided in
the Agreement. The exercise of such right will effect early retirement of the
Certificates; however, such right to purchase is subject to the aggregate
Principal Balance of the Mortgage Loans at the time of purchase being 10% or
less of the Cut-off Date Aggregate Principal Balance.
The recitals contained herein shall be taken as statements of the
Depositor and the Trustee assumes no responsibility for their correctness.
Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.
Dated:
BANKERS TRUST COMPANY OF CALIFORNIA, N.A.,
as Trustee
By:
--------------------------------------
Authorized Officer
CERTIFICATE OF AUTHENTICATION
-----------------------------
This is one of the Class A-1 Certificates referred to in the
within-mentioned Agreement.
BANKERS TRUST COMPANY OF CALIFORNIA, N.A.,
` as Certificate Registrar
By:
---------------------------------------
Authorized Signatory
Date of authentication:
ABBREVIATIONS
The following abbreviations, when used in the inscription on the
face of this instrument, shall be construed as though they were written out in
full according to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT - Custodian
---------
TEN ENT - as tenants by the entireties (Cust) (Minor)
under Uniform
JT TEN - as joint tenants with right Gifts to
of survivorship and not as Minors Act
tenants in common ________________
(State)
Additional abbreviations may also be used though not in the above
list.
ASSIGNMENT
----------
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) _____________________________________________
a Percentage Interest equal to ____% evidenced by the within asset-backed
Certificate and hereby authorize(s) the registration of transfer of such
interest to assignee on the Certificate Register of the Trust Fund.
I (we) further direct the Certificate Registrar to issue a new
Certificate of a like Percentage Interest and Class to the above named assignee
and deliver such Certificate to the following address:
_______________________________________________________________________________
Dated:
---------------------------------------
Signature by or on behalf of assignor
---------------------------------------
Signature Guaranteed
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 ______________________________________
This information is provided by _______________________________________________,
the assignee named above, or ________________________________________, as its
agent.
EXHIBIT 2
EXHIBIT A-2
[FORM OF CLASS A-2 CERTIFICATE]
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO
THE TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF
CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A
"REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT,"
AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D
OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE").
ABFC MORTGAGE LOAN ASSET-BACKED CERTIFICATES
SERIES 2001-AQ1, CLASS A-2
evidencing a beneficial ownership interest in a portion of a Trust Fund
consisting primarily of a pool of conventional fixed-rate one- to four-family
first lien mortgage loans formed and sold by
ASSET BACKED FUNDING CORPORATION
Series 2001-AQ1, Class A-2 Original Class Certificate Principal
Balance of the Class A-2 Certificates
Pass-Through Rate: [__]% as of the Closing Date: $[ ]
Date of Pooling and Servicing Initial Certificate Principal Balance:
Agreement: March 29, 2001 $[ ]
First Distribution Date: April 20, 2001 Trustee: Bankers Trust Company of
California, N.A.
No.
Closing Date: March 29, 2001
CUSIP: 90211E AB 1
DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF
THIS CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN.
ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT
ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
ASSET BACKED FUNDING CORPORATION, EITHER SERVICER, THE TRUSTEE OR
ANY OF THEIR AFFILIATES. THIS CERTIFICATE IS NOT GUARANTEED BY ANY
AGENCY OR INSTRUMENTALITY OF THE UNITED STATES.
This certifies that ________________ is the registered owner of a
Percentage Interest (obtained by dividing the Initial Certificate Principal
Balance of this Certificate by the Original Class Certificate Principal Balance
of the Class A-2 Certificates) in that certain beneficial ownership interest
evidenced by all the Class A-2 Certificates in the Trust Fund created pursuant
to a Pooling and Servicing Agreement, dated as specified above (the
"Agreement"), among Asset Backed Funding Corporation (hereinafter called the
"Depositor," which term includes any successor entity under the Agreement),
Ameriquest Mortgage Company ("Ameriquest") and the Trustee, as amended by
Amendment No. 1, dated as of June [ ], 2001 among the Depositor, Ameriquest,
Xxxxxx Loan Servicing LP ("Xxxxxx") and the Trustee, a summary of certain of the
pertinent provisions of which is set forth hereafter. To the extent not defined
herein, the capitalized terms used herein have the meanings assigned in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, distributions will be made
on the 20th day of each month or, if such 20th day is not a Business Day, the
Business Day immediately following (a "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered on the last Business Day of the month immediately
preceding the month in which the related Distribution Date occurs (the "Record
Date"), from funds in the Distribution Account in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount required
to be distributed to the Holders of Class A-2 Certificates on such Distribution
Date pursuant to the Agreement.
All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by or on behalf of the Trustee by
wire transfer in immediately available funds to the account of the Person
entitled thereto if such Person shall have so notified the Certificate Registrar
in writing at least five Business Days prior to the Record Date immediately
prior to such Distribution Date and is the registered owner of Class A-2
Certificates the aggregate Initial Certificate Principal Balance of which is in
excess of $5,000,000, or by check mailed by first class mail to the address of
the Person entitled thereto, as such name and address shall appear on the
Certificate Register, provided that the Certificate Registrar may deduct a
reasonable wire transfer fee from any payment made by wire transfer.
Notwithstanding the above, the final distribution on this Certificate will be
made after due notice by the Trustee of the pendency of such distribution and
only upon presentation and surrender of this Certificate at the office or agency
appointed by the Trustee for that purpose as provided in the Agreement.
The Class A-2 Pass-Through Rate on each Distribution Date will be a
rate specified above. Interest will accrue on the Class A-2 Certificates during
each Interest Accrual Period at a rate equal to the lesser of (i) the Class A-2
Pass-Through Rate and (ii) the Net WAC Cap for such Distribution Date.
This Certificate is one of a duly authorized issue of Certificates
designated as ABFC Mortgage Loan Asset-Backed Certificates of the Series
specified on the face hereof (herein called the "Certificates") and representing
a Percentage Interest in the Class A-2 Certificates.
The Class A-2 Certificates are limited in right of payment to
certain collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Collection Account and the Distribution Account
may be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of advances made, or
certain expenses incurred, with respect to the Mortgage Loans.
The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, either Servicer, the Trustee and the rights of the Certificateholders
under the Agreement at any time by the Depositor, each Servicer and the Trustee
with the consent of the Holders of Certificates entitled to the Voting Rights
identified in the agreement. Any such consent by the Holder of this Certificate
shall be conclusive and binding on such Holder and upon all future Holders of
this Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent is
made upon this Certificate. The Agreement also permits the amendment thereof, in
certain limited circumstances, without the consent of the Holders of any of the
Certificates.
As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices or agencies appointed by the Trustee as provided in the
Agreement, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Trustee and
the Certificate Registrar duly executed by, the Holder hereof or such Holder's
attorney duly authorized in writing, and thereupon one or more new Certificates
of the same Class in authorized denominations evidencing the same aggregate
Percentage Interest will be issued to the designated transferee or transferees.
The Certificates are issuable in fully registered form only without
coupons in Classes and denominations representing Percentage Interests specified
in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer
or exchange of Certificates, but the Certificate Registrar may require payment
of a sum sufficient to cover any tax or other governmental charge that may be
imposed in connection with any transfer or exchange of Certificates.
The Depositor, each Servicer, the Trustee and the Certificate
Registrar and any agent of the Depositor, either Servicer, the Trustee or the
Certificate Registrar may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and none of the Depositor,
either Servicer, the Trustee, the Certificate Registrar nor any such agent shall
be affected by notice to the contrary.
The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts
held by or on behalf of the Trustee and required to be paid to them pursuant to
the Agreement following the earlier of (i) the final payment or other
liquidation (or any advance with respect thereto) of the last Mortgage Loan
remaining in the Trust Fund, and (ii) the purchase by the party designated in
the Agreement at a price determined as provided in the Agreement from the Trust
Fund of all Mortgage Loans and all property acquired in respect of such Mortgage
Loans. The Agreement permits, but does not require, the party designated in the
Agreement to purchase from the Trust Fund all Mortgage Loans and all property
acquired in respect of any Mortgage Loan at a price determined as provided in
the Agreement. The exercise of such right will effect early retirement of the
Certificates; however, such right to purchase is subject to the aggregate
Principal Balance of the Mortgage Loans at the time of purchase being 10% or
less of the Cut-off Date Aggregate Principal Balance.
The recitals contained herein shall be taken as statements of the
Depositor and the Trustee assumes no responsibility for their correctness.
Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.
Dated:
BANKERS TRUST COMPANY OF CALIFORNIA, N.A.,
as Trustee
By:
---------------------------------------
Authorized Officer
CERTIFICATE OF AUTHENTICATION
-----------------------------
This is one of the Class A-2 Certificates referred to in the
within-mentioned Agreement.
BANKERS TRUST COMPANY OF CALIFORNIA, N.A.,
as Certificate Registrar
By:
---------------------------------------
Authorized Signatory
Date of authentication:
ABBREVIATIONS
The following abbreviations, when used in the inscription on the
face of this instrument, shall be construed as though they were written out in
full according to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT - Custodian
---------
TEN ENT - as tenants by the entireties (Cust) (Minor)
under Uniform
JT TEN - as joint tenants with right Gifts to
of survivorship and not as Minors Act
tenants in common ________________
(State)
Additional abbreviations may also be used though not in the above
list.
ASSIGNMENT
----------
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) _____________________________________________
a Percentage Interest equal to ____% evidenced by the within asset-backed
Certificate and hereby authorize(s) the registration of transfer of such
interest to assignee on the Certificate Register of the Trust Fund.
I (we) further direct the Certificate Registrar to issue a new
Certificate of a like Percentage Interest and Class to the above named assignee
and deliver such Certificate to the following address:
_______________________________________________________________________________
Dated:
---------------------------------------
Signature by or on behalf of assignor
---------------------------------------
Signature Guaranteed
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 ______________________________________
This information is provided by _______________________________________________,
the assignee named above, or ________________________________________, as its
agent.
EXHIBIT 3
EXHIBIT A-3
[FORM OF CLASS A-3 CERTIFICATE]
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO
THE TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF
CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A
"REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT,"
AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D
OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE").
ABFC MORTGAGE LOAN ASSET-BACKED CERTIFICATES
SERIES 2001-AQ1, CLASS A-3
evidencing a beneficial ownership interest in a portion of a Trust Fund
consisting primarily of a pool of conventional fixed-rate one- to four-family
first lien mortgage loans formed and sold by
ASSET BACKED FUNDING CORPORATION
Series 2001-AQ1, Class A-3 Original Class Certificate Principal
Balance of the Class A-3 Certificates
Pass-Through Rate: [__]% as of the Closing Date: $[ ]
Date of Pooling and Servicing Initial Certificate Principal Balance:
Agreement: March 29, 2001 $[ ]
First Distribution Date: April 20, 2001 Trustee: Bankers Trust Company of
California, N.A.
No.
Closing Date: March 29, 2001
CUSIP: 90211E AC 9
DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF
THIS CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN.
ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT
ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
ASSET BACKED FUNDING CORPORATION, EITHER SERVICER, THE TRUSTEE OR
ANY OF THEIR AFFILIATES. THIS CERTIFICATE IS NOT GUARANTEED BY ANY
AGENCY OR INSTRUMENTALITY OF THE UNITED STATES.
This certifies that ___________________ is the registered owner of a
Percentage Interest (obtained by dividing the Initial Certificate Principal
Balance of this Certificate by the Original Class Certificate Principal Balance
of the Class A-3 Certificates) in that certain beneficial ownership interest
evidenced by all the Class A-3 Certificates in the Trust Fund created pursuant
to a Pooling and Servicing Agreement, dated as specified above (the
"Agreement"), among Asset Backed Funding Corporation (hereinafter called the
"Depositor," which term includes any successor entity under the Agreement),
Ameriquest Mortgage Company ("Ameriquest") and the Trustee, as amended by
Amendment No. 1, dated as of June [ ], 2001 among the Depositor, Ameriquest,
Xxxxxx Loan Servicing LP ("Xxxxxx") and the Trustee, a summary of certain of the
pertinent provisions of which is set forth hereafter. To the extent not defined
herein, the capitalized terms used herein have the meanings assigned in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, distributions will be made
on the 20th day of each month or, if such 20th day is not a Business Day, the
Business Day immediately following (a "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered on the last Business Day of the month immediately
preceding the month in which the related Distribution Date occurs (the "Record
Date"), from funds in the Distribution Account in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount required
to be distributed to the Holders of Class A-3 Certificates on such Distribution
Date pursuant to the Agreement.
All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by or on behalf of the Trustee by
wire transfer in immediately available funds to the account of the Person
entitled thereto if such Person shall have so notified the Certificate Registrar
in writing at least five Business Days prior to the Record Date immediately
prior to such Distribution Date and is the registered owner of Class A-3
Certificates the aggregate Initial Certificate Principal Balance of which is in
excess of $5,000,000, or by check mailed by first class mail to the address of
the Person entitled thereto, as such name and address shall appear on the
Certificate Register, provided that the Certificate Registrar may deduct a
reasonable wire transfer fee from any payment made by wire transfer.
Notwithstanding the above, the final distribution on this Certificate will be
made after due notice by the Trustee of the pendency of such distribution and
only upon presentation and surrender of this Certificate at the office or agency
appointed by the Trustee for that purpose as provided in the Agreement.
The Class A-3 Pass-Through Rate on each Distribution Date will be
the per annum rate specified above. Interest will accrue on the Class A-3
Certificates during each Interest Accrual Period at a rate equal to the lesser
of (i) the Class A-3 Pass-Through Rate and (ii) the Net WAC Cap for such
Distribution Date.
This Certificate is one of a duly authorized issue of Certificates
designated as ABFC Mortgage Loan Asset-Backed Certificates of the Series
specified on the face hereof (herein called the "Certificates") and representing
a Percentage Interest in the Class A-3 Certificates.
The Class A-3 Certificates are limited in right of payment to
certain collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Collection Account and the Distribution Account
may be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of advances made, or
certain expenses incurred, with respect to the Mortgage Loans.
The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, either Servicer, the Trustee and the rights of the Certificateholders
under the Agreement at any time by the Depositor, each Servicer and the Trustee
with the consent of the Holders of Certificates entitled to the Voting Rights
identified in the agreement. Any such consent by the Holder of this Certificate
shall be conclusive and binding on such Holder and upon all future Holders of
this Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent is
made upon this Certificate. The Agreement also permits the amendment thereof, in
certain limited circumstances, without the consent of the Holders of any of the
Certificates.
As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices or agencies appointed by the Trustee as provided in the
Agreement, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Trustee and
the Certificate Registrar duly executed by, the Holder hereof or such Holder's
attorney duly authorized in writing, and thereupon one or more new Certificates
of the same Class in authorized denominations evidencing the same aggregate
Percentage Interest will be issued to the designated transferee or transferees.
The Certificates are issuable in fully registered form only without
coupons in Classes and denominations representing Percentage Interests specified
in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer
or exchange of Certificates, but the Certificate Registrar may require payment
of a sum sufficient to cover any tax or other governmental charge that may be
imposed in connection with any transfer or exchange of Certificates.
The Depositor, each Servicer, the Trustee and the Certificate
Registrar and any agent of the Depositor, either Servicer, the Trustee or the
Certificate Registrar may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and none of the Depositor,
either Servicer, the Trustee, the Certificate Registrar nor any such agent shall
be affected by notice to the contrary.
The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts
held by or on behalf of the Trustee and required to be paid to them pursuant to
the Agreement following the earlier of (i) the final payment or other
liquidation (or any advance with respect thereto) of the last Mortgage Loan
remaining in the Trust Fund, and (ii) the purchase by the party designated in
the Agreement at a price determined as provided in the Agreement from the Trust
Fund of all Mortgage Loans and all property acquired in respect of such Mortgage
Loans. The Agreement permits, but does not require, the party designated in the
Agreement to purchase from the Trust Fund all Mortgage Loans and all property
acquired in respect of any Mortgage Loan at a price determined as provided in
the Agreement. The exercise of such right will effect early retirement of the
Certificates; however, such right to purchase is subject to the aggregate
Principal Balance of the Mortgage Loans at the time of purchase being 10% or
less of the Cut-off Date Aggregate Principal Balance.
The recitals contained herein shall be taken as statements of the
Depositor and the Trustee assumes no responsibility for their correctness.
Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.
Dated:
BANKERS TRUST COMPANY OF CALIFORNIA, N.A.,
as Trustee
By:
---------------------------------------
Authorized Officer
CERTIFICATE OF AUTHENTICATION
-----------------------------
This is one of the Class A-3 Certificates referred to in the
within-mentioned Agreement.
BANKERS TRUST COMPANY OF CALIFORNIA, N.A.,
as Certificate Registrar
By:
---------------------------------------
Authorized Signatory
Date of authentication:
ABBREVIATIONS
The following abbreviations, when used in the inscription on the
face of this instrument, shall be construed as though they were written out in
full according to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT - Custodian
---------
TEN ENT - as tenants by the entireties (Cust) (Minor)
under Uniform
JT TEN - as joint tenants with right Gifts to
of survivorship and not as Minors Act
tenants in common ________________
(State)
Additional abbreviations may also be used though not in the above
list.
ASSIGNMENT
----------
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) _____________________________________________
a Percentage Interest equal to ____% evidenced by the within asset-backed
Certificate and hereby authorize(s) the registration of transfer of such
interest to assignee on the Certificate Register of the Trust Fund.
I (we) further direct the Certificate Registrar to issue a new
Certificate of a like Percentage Interest and Class to the above named assignee
and deliver such Certificate to the following address:
_______________________________________________________________________________
Dated:
---------------------------------------
Signature by or on behalf of assignor
---------------------------------------
Signature Guaranteed
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 ______________________________________
This information is provided by _______________________________________________,
the assignee named above, or ________________________________________, as its
agent.
EXHIBIT 4
EXHIBIT A-4
[FORM OF CLASS A-4 CERTIFICATE]
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO
THE TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF
CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A
"REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT,"
AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D
OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE").
ABFC MORTGAGE LOAN ASSET-BACKED CERTIFICATES
SERIES 2001-AQ1, CLASS A-4
evidencing a beneficial ownership interest in a portion of a Trust Fund
consisting primarily of a pool of conventional fixed-rate one- to four-family
first lien mortgage loans formed and sold by
ASSET BACKED FUNDING CORPORATION
Series 2001-AQ1, Class A-4 Original Class Certificate Principal
Balance of the Class A-4 Certificates
Pass-Through Rate: [__]% as of the Closing Date: $[ ]
Date of Pooling and Servicing Initial Certificate Principal Balance:
Agreement: March 29, 2001 $[ ]
First Distribution Date: April 20, 2001 Trustee: Bankers Trust Company of
California, N.A.
No.
Closing Date: March 29, 2001
CUSIP: 90211E AD 7
DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF
THIS CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN.
ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT
ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
ASSET BACKED FUNDING CORPORATION, EITHER SERVICER, THE TRUSTEE OR
ANY OF THEIR AFFILIATES. THIS CERTIFICATE IS NOT GUARANTEED BY ANY
AGENCY OR INSTRUMENTALITY OF THE UNITED STATES.
This certifies that ________________ is the registered owner of a
Percentage Interest (obtained by dividing the Initial Certificate Principal
Balance of this Certificate by the Original Class Certificate Principal Balance
of the Class A-4 Certificates) in that certain beneficial ownership interest
evidenced by all the Class A-4 Certificates in the Trust Fund created pursuant
to a Pooling and Servicing Agreement, dated as specified above (the
"Agreement"), among Asset Backed Funding Corporation (hereinafter called the
"Depositor," which term includes any successor entity under the Agreement),
Ameriquest Mortgage Company ("Ameriquest") and the Trustee, as amended by
Amendment No. 1, dated as of June [ ], 2001 among the Depositor, Ameriquest,
Xxxxxx Loan Servicing LP ("Xxxxxx") and the Trustee, a summary of certain of the
pertinent provisions of which is set forth hereafter. To the extent not defined
herein, the capitalized terms used herein have the meanings assigned in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, distributions will be made
on the 20th day of each month or, if such 20th day is not a Business Day, the
Business Day immediately following (a "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered on the last Business Day of the month immediately
preceding the month in which the related Distribution Date occurs (the "Record
Date"), from funds in the Distribution Account in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount required
to be distributed to the Holders of Class A-4 Certificates on such Distribution
Date pursuant to the Agreement.
All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by or on behalf of the Trustee by
wire transfer in immediately available funds to the account of the Person
entitled thereto if such Person shall have so notified the Certificate Registrar
in writing at least five Business Days prior to the Record Date immediately
prior to such Distribution Date and is the registered owner of Class A-4
Certificates the aggregate Initial Certificate Principal Balance of which is in
excess of $5,000,000, or by check mailed by first class mail to the address of
the Person entitled thereto, as such name and address shall appear on the
Certificate Register, provided that the Certificate Registrar may deduct a
reasonable wire transfer fee from any payment made by wire transfer.
Notwithstanding the above, the final distribution on this Certificate will be
made after due notice by the Trustee of the pendency of such distribution and
only upon presentation and surrender of this Certificate at the office or agency
appointed by the Trustee for that purpose as provided in the Agreement.
The Class A-4 Pass-Through Rate on each Distribution Date will be
the per annum rate specified above. Interest will accrue on the Class A-4
Certificates during each Interest Accrual Period at a rate equal to the lesser
of (i) the Class A-4 Pass-Through Rate and (ii) the Net WAC Cap for such
Distribution Date.
This Certificate is one of a duly authorized issue of Certificates
designated as ABFC Mortgage Loan Asset-Backed Certificates of the Series
specified on the face hereof (herein called the "Certificates") and representing
a Percentage Interest in the Class A-4 Certificates.
The Class A-4 Certificates are limited in right of payment to
certain collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Collection Account and the Distribution Account
may be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of advances made, or
certain expenses incurred, with respect to the Mortgage Loans.
The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, either Servicer, the Trustee and the rights of the Certificateholders
under the Agreement at any time by the Depositor, each Servicer and the Trustee
with the consent of the Holders of Certificates entitled to the Voting Rights
identified in the agreement. Any such consent by the Holder of this Certificate
shall be conclusive and binding on such Holder and upon all future Holders of
this Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent is
made upon this Certificate. The Agreement also permits the amendment thereof, in
certain limited circumstances, without the consent of the Holders of any of the
Certificates.
As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices or agencies appointed by the Trustee as provided in the
Agreement, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Trustee and
the Certificate Registrar duly executed by, the Holder hereof or such Holder's
attorney duly authorized in writing, and thereupon one or more new Certificates
of the same Class in authorized denominations evidencing the same aggregate
Percentage Interest will be issued to the designated transferee or transferees.
The Certificates are issuable in fully registered form only without
coupons in Classes and denominations representing Percentage Interests specified
in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer
or exchange of Certificates, but the Certificate Registrar may require payment
of a sum sufficient to cover any tax or other governmental charge that may be
imposed in connection with any transfer or exchange of Certificates.
The Depositor, each Servicer, the Trustee and the Certificate
Registrar and any agent of the Depositor, either Servicer, the Trustee or the
Certificate Registrar may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and none of the Depositor,
either Servicer, the Trustee, the Certificate Registrar nor any such agent shall
be affected by notice to the contrary.
The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts
held by or on behalf of the Trustee and required to be paid to them pursuant to
the Agreement following the earlier of (i) the final payment or other
liquidation (or any advance with respect thereto) of the last Mortgage Loan
remaining in the Trust Fund, and (ii) the purchase by the party designated in
the Agreement at a price determined as provided in the Agreement from the Trust
Fund of all Mortgage Loans and all property acquired in respect of such Mortgage
Loans. The Agreement permits, but does not require, the party designated in the
Agreement to purchase from the Trust Fund all Mortgage Loans and all property
acquired in respect of any Mortgage Loan at a price determined as provided in
the Agreement. The exercise of such right will effect early retirement of the
Certificates; however, such right to purchase is subject to the aggregate
Principal Balance of the Mortgage Loans at the time of purchase being 10% or
less of the Cut-off Date Aggregate Principal Balance.
The recitals contained herein shall be taken as statements of the
Depositor and the Trustee assumes no responsibility for their correctness.
Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.
Dated:
BANKERS TRUST COMPANY OF CALIFORNIA, N.A.,
as Trustee
By:
---------------------------------------
Authorized Officer
CERTIFICATE OF AUTHENTICATION
-----------------------------
This is one of the Class A-4 Certificates referred to in the
within-mentioned Agreement.
BANKERS TRUST COMPANY OF CALIFORNIA, N.A.,
as Certificate Registrar
By:
---------------------------------------
Authorized Signatory
Date of authentication:
ABBREVIATIONS
The following abbreviations, when used in the inscription on the
face of this instrument, shall be construed as though they were written out in
full according to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT - Custodian
---------
TEN ENT - as tenants by the entireties (Cust) (Minor)
under Uniform
JT TEN - as joint tenants with right Gifts to
of survivorship and not as Minors Act
tenants in common ________________
(State)
Additional abbreviations may also be used though not in the above
list.
ASSIGNMENT
----------
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) _____________________________________________
a Percentage Interest equal to ____% evidenced by the within asset-backed
Certificate and hereby authorize(s) the registration of transfer of such
interest to assignee on the Certificate Register of the Trust Fund.
I (we) further direct the Certificate Registrar to issue a new
Certificate of a like Percentage Interest and Class to the above named assignee
and deliver such Certificate to the following address:
_______________________________________________________________________________
Dated:
---------------------------------------
Signature by or on behalf of assignor
---------------------------------------
Signature Guaranteed
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 ______________________________________
This information is provided by _______________________________________________,
the assignee named above, or ________________________________________, as its
agent.
EXHIBIT 5
EXHIBIT A-5
[FORM OF CLASS A-5 CERTIFICATE]
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE
TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH
OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC),
ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE
& CO., HAS AN INTEREST HEREIN.
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A
"REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS
THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE
INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE").
ABFC MORTGAGE LOAN ASSET-BACKED CERTIFICATES
SERIES 2001-AQ1, CLASS A-5
evidencing a beneficial ownership interest in a portion of a Trust Fund
consisting primarily of a pool of conventional fixed-rate one- to four-family
first lien mortgage loans formed and sold by
ASSET BACKED FUNDING CORPORATION
Series 2001-AQ1, Class A-5 Original Class Certificate Principal
Balance of the Class A-5 Certificates
Pass-Through Rate: [__]% as of The Closing Date: $[ ]
Date of Pooling and Servicing Agreement: Initial Certificate Xxxxxxxxx
Xxxxx 00, 0000 Xxxxxxx: $[ ]
First Distribution Date: April 20, 2001 Trustee: Bankers Trust Company of
California, N.A.
No. Closing Date: March 29, 2001
CUSIP: 90211E AE 5
DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE
OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE
LESS THAN THE AMOUNT SHOWN ABOVE.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
ASSET BACKED FUNDING CORPORATION, EITHER SERVICER, THE TRUSTEE OR ANY
OF THEIR AFFILIATES. THIS CERTIFICATE IS NOT GUARANTEED BY ANY AGENCY
OR INSTRUMENTALITY OF THE UNITED STATES.
This certifies that ________________ is the registered owner of a
Percentage Interest (obtained by dividing the Initial Certificate Principal
Balance of this Certificate by the Original Class Certificate Principal Balance
of the Class A-5 Certificates) in that certain beneficial ownership interest
evidenced by all the Class A-5 Certificates in the Trust Fund created pursuant
to a Pooling and Servicing Agreement, dated as specified above (the
"Agreement"), among Asset Backed Funding Corporation (hereinafter called the
"Depositor," which term includes any successor entity under the Agreement),
Ameriquest Mortgage Company ("Ameriquest") and the Trustee, as amended by
Amendment No. 1, dated as of June [ ], 2001 among the Depositor, Ameriquest,
Xxxxxx Loan Servicing LP ("Xxxxxx") and the Trustee, a summary of certain of the
pertinent provisions of which is set forth hereafter. To the extent not defined
herein, the capitalized terms used herein have the meanings assigned in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, distributions will be made
on the 20th day of each month or, if such 20th day is not a Business Day, the
Business Day immediately following (a "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered on the last Business Day of the month immediately
preceding the month in which the related Distribution Date occurs (the "Record
Date"), from funds in the Distribution Account in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount required
to be distributed to the Holders of Class A-5 Certificates on such Distribution
Date pursuant to the Agreement.
All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by or on behalf of the Trustee by
wire transfer in immediately available funds to the account of the Person
entitled thereto if such Person shall have so notified the Certificate Registrar
in writing at least five Business Days prior to the Record Date immediately
prior to such Distribution Date and is the registered owner of Class A-5
Certificates the aggregate Initial Certificate Principal Balance of which is in
excess of $5,000,000, or by check mailed by first class mail to the address of
the Person entitled thereto, as such name and address shall appear on the
Certificate Register, provided that the Certificate Registrar may deduct a
reasonable wire transfer fee from any payment made by wire transfer.
Notwithstanding the above, the final distribution on this Certificate will be
made after due notice by the Trustee of the pendency of such distribution and
only upon presentation and surrender of this Certificate at the office or agency
appointed by the Trustee for that purpose as provided in the Agreement.
The Class A-5 Pass-Through Rate on each Distribution Date will be
the per annum rate specified above, plus on each Distribution Date following the
Optional Termination Date, 0.50% per annum. Interest will accrue on the Class
A-5 Certificates during each Interest Accrual Period at a rate equal to the
lesser of (i) the Class A-5 Pass-Through Rate and (ii) the Net WAC Cap for such
Distribution Date.
This Certificate is one of a duly authorized issue of Certificates
designated as ABFC Mortgage Loan Asset-Backed Certificates of the Series
specified on the face hereof (herein called the "Certificates") and representing
a Percentage Interest in the Class A-5 Certificates.
The Class A-5 Certificates are limited in right of payment to
certain collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Collection Account and the Distribution Account
may be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of advances made, or
certain expenses incurred, with respect to the Mortgage Loans.
The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, either Servicer, the Trustee and the rights of the Certificateholders
under the Agreement at any time by the Depositor, each Servicer and the Trustee
with the consent of the Holders of Certificates entitled to the Voting Rights
identified in the agreement. Any such consent by the Holder of this Certificate
shall be conclusive and binding on such Holder and upon all future Holders of
this Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent is
made upon this Certificate. The Agreement also permits the amendment thereof, in
certain limited circumstances, without the consent of the Holders of any of the
Certificates.
As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices or agencies appointed by the Trustee as provided in the
Agreement, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Trustee and
the Certificate Registrar duly executed by, the Holder hereof or such Holder's
attorney duly authorized in writing, and thereupon one or more new Certificates
of the same Class in authorized denominations evidencing the same aggregate
Percentage Interest will be issued to the designated transferee or transferees.
The Certificates are issuable in fully registered form only without
coupons in Classes and denominations representing Percentage Interests specified
in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer
or exchange of Certificates, but the Certificate Registrar may require payment
of a sum sufficient to cover any tax or other governmental charge that may be
imposed in connection with any transfer or exchange of Certificates.
The Depositor, each Servicer, the Trustee and the Certificate
Registrar and any agent of the Depositor, either Servicer, the Trustee or the
Certificate Registrar may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and none of the Depositor,
either Servicer, the Trustee, the Certificate Registrar nor any such agent shall
be affected by notice to the contrary.
The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts
held by or on behalf of the Trustee and required to be paid to them pursuant to
the Agreement following the earlier of (i) the final payment or other
liquidation (or any advance with respect thereto) of the last Mortgage Loan
remaining in the Trust Fund, and (ii) the purchase by the party designated in
the Agreement at a price determined as provided in the Agreement from the Trust
Fund of all Mortgage Loans and all property acquired in respect of such Mortgage
Loans. The Agreement permits, but does not require, the party designated in the
Agreement to purchase from the Trust Fund all Mortgage Loans and all property
acquired in respect of any Mortgage Loan at a price determined as provided in
the Agreement. The exercise of such right will effect early retirement of the
Certificates; however, such right to purchase is subject to the aggregate
Principal Balance of the Mortgage Loans at the time of purchase being 10% or
less of the Cut-off Date Aggregate Principal Balance.
The recitals contained herein shall be taken as statements of the
Depositor and the Trustee assumes no responsibility for their correctness.
Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.
Dated:
BANKERS TRUST COMPANY OF CALIFORNIA, N.A.,
as Trustee
By:
---------------------------------------
Authorized Officer
CERTIFICATE OF AUTHENTICATION
-----------------------------
This is one of the Class A-5 Certificates referred to in the
within-mentioned Agreement.
BANKERS TRUST COMPANY OF CALIFORNIA, N.A.,
as Certificate Registrar
By:
--------------------------------------
Authorized Signatory
Date of authentication:
ABBREVIATIONS
The following abbreviations, when used in the inscription on the
face of this instrument, shall be construed as though they were written out in
full according to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT - Custodian
---------
TEN ENT - as tenants by the entireties (Cust) (Minor)
under Uniform
JT TEN - as joint tenants with right Gifts to
of survivorship and not as Minors Act
tenants in common ________________
(State)
Additional abbreviations may also be used though not in the above
list.
ASSIGNMENT
----------
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) _____________________________________________
a Percentage Interest equal to ____% evidenced by the within asset-backed
Certificate and hereby authorize(s) the registration of transfer of such
interest to assignee on the Certificate Register of the Trust Fund.
I (we) further direct the Certificate Registrar to issue a new
Certificate of a like Percentage Interest and Class to the above named assignee
and deliver such Certificate to the following address:
_______________________________________________________________________________
Dated:
---------------------------------------
Signature by or on behalf of assignor
---------------------------------------
Signature Guaranteed
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 ______________________________________
This information is provided by _______________________________________________,
the assignee named above, or ________________________________________, as its
agent.
EXHIBIT 6
EXHIBIT A-6
[FORM OF CLASS A-6 CERTIFICATE]
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE
TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH
OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC),
ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE
& CO., HAS AN INTEREST HEREIN.
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A
"REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS
THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE
INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE").
ABFC MORTGAGE LOAN ASSET-BACKED CERTIFICATES
SERIES 2001-AQ1, CLASS A-6
evidencing a beneficial ownership interest in a portion of a Trust Fund
consisting primarily of a pool of conventional fixed-rate one- to four-family
first lien mortgage loans formed and sold by
ASSET BACKED FUNDING CORPORATION
Series 2001-AQ1, Class A-6 Original Class Certificate Principal
Balance of the Class A-6 Certificates
Pass-Through Rate: [__]% as of The Closing Date: $[ ]
Date of Pooling and Servicing Agreement: Initial Certificate Xxxxxxxxx
Xxxxx 00, 0000 Xxxxxxx: $[ ]
First Distribution Date: April 20, 2001 Trustee: Bankers Trust Company of
California, N.A.
No. Closing Date: March 29, 2001
CUSIP: 90211E AF 2
DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE
OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE
LESS THAN THE AMOUNT SHOWN ABOVE.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
ASSET BACKED FUNDING CORPORATION, EITHER SERVICER, THE TRUSTEE OR ANY
OF THEIR AFFILIATES. THIS CERTIFICATE IS NOT GUARANTEED BY ANY AGENCY
OR INSTRUMENTALITY OF THE UNITED STATES.
This certifies that ________________ is the registered owner of a
Percentage Interest (obtained by dividing the Initial Certificate Principal
Balance of this Certificate by the Original Class Certificate Principal Balance
of the Class A-6 Certificates) in that certain beneficial ownership interest
evidenced by all the Class A-6 Certificates in the Trust Fund created pursuant
to a Pooling and Servicing Agreement, dated as specified above (the
"Agreement"), among Asset Backed Funding Corporation (hereinafter called the
"Depositor," which term includes any successor entity under the Agreement),
Ameriquest Mortgage Company ("Ameriquest") and the Trustee, as amended by
Amendment No. 1, dated as of June [ ], 2001 among the Depositor, Ameriquest,
Xxxxxx Loan Servicing LP ("Xxxxxx") and the Trustee, a summary of certain of the
pertinent provisions of which is set forth hereafter. To the extent not defined
herein, the capitalized terms used herein have the meanings assigned in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, distributions will be made
on the 20th day of each month or, if such 20th day is not a Business Day, the
Business Day immediately following (a "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered on the last Business Day of the month immediately
preceding the month in which the related Distribution Date occurs (the "Record
Date"), from funds in the Distribution Account in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount required
to be distributed to the Holders of Class A-6 Certificates on such Distribution
Date pursuant to the Agreement.
All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by or on behalf of the Trustee by
wire transfer in immediately available funds to the account of the Person
entitled thereto if such Person shall have so notified the Certificate Registrar
in writing at least five Business Days prior to the Record Date immediately
prior to such Distribution Date and is the registered owner of Class A-6
Certificates the aggregate Initial Certificate Principal Balance of which is in
excess of $5,000,000, or by check mailed by first class mail to the address of
the Person entitled thereto, as such name and address shall appear on the
Certificate Register, provided that the Certificate Registrar may deduct a
reasonable wire transfer fee from any payment made by wire transfer.
Notwithstanding the above, the final distribution on this Certificate will be
made after due notice by the Trustee of the pendency of such distribution and
only upon presentation and surrender of this Certificate at the office or agency
appointed by the Trustee for that purpose as provided in the Agreement.
The Class A-6 Pass-Through Rate on each Distribution Date will be
the per annum rate specified above. Interest will accrue on the Class A-6
Certificates during each Interest Accrual Period at a rate equal to the lesser
of (i) the Class A-6 Pass-Through Rate and (ii) the Net WAC Cap for such
Distribution Date.
This Certificate is one of a duly authorized issue of Certificates
designated as ABFC Mortgage Loan Asset-Backed Certificates of the Series
specified on the face hereof (herein called the "Certificates") and representing
a Percentage Interest in the Class A-6 Certificates.
The Class A-6 Certificates are limited in right of payment to
certain collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Collection Account and the Distribution Account
may be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of advances made, or
certain expenses incurred, with respect to the Mortgage Loans.
The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, either Servicer, the Trustee and the rights of the Certificateholders
under the Agreement at any time by the Depositor, each Servicer and the Trustee
with the consent of the Holders of Certificates entitled to the Voting Rights
identified in the agreement. Any such consent by the Holder of this Certificate
shall be conclusive and binding on such Holder and upon all future Holders of
this Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent is
made upon this Certificate. The Agreement also permits the amendment thereof, in
certain limited circumstances, without the consent of the Holders of any of the
Certificates.
As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices or agencies appointed by the Trustee as provided in the
Agreement, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Trustee and
the Certificate Registrar duly executed by, the Holder hereof or such Holder's
attorney duly authorized in writing, and thereupon one or more new Certificates
of the same Class in authorized denominations evidencing the same aggregate
Percentage Interest will be issued to the designated transferee or transferees.
The Certificates are issuable in fully registered form only without
coupons in Classes and denominations representing Percentage Interests specified
in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer
or exchange of Certificates, but the Certificate Registrar may require payment
of a sum sufficient to cover any tax or other governmental charge that may be
imposed in connection with any transfer or exchange of Certificates.
The Depositor, each Servicer, the Trustee and the Certificate
Registrar and any agent of the Depositor, either Servicer, the Trustee or the
Certificate Registrar may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and none of the Depositor,
either Servicer, the Trustee, the Certificate Registrar nor any such agent shall
be affected by notice to the contrary.
The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts
held by or on behalf of the Trustee and required to be paid to them pursuant to
the Agreement following the earlier of (i) the final payment or other
liquidation (or any advance with respect thereto) of the last Mortgage Loan
remaining in the Trust Fund, and (ii) the purchase by the party designated in
the Agreement at a price determined as provided in the Agreement from the Trust
Fund of all Mortgage Loans and all property acquired in respect of such Mortgage
Loans. The Agreement permits, but does not require, the party designated in the
Agreement to purchase from the Trust Fund all Mortgage Loans and all property
acquired in respect of any Mortgage Loan at a price determined as provided in
the Agreement. The exercise of such right will effect early retirement of the
Certificates; however, such right to purchase is subject to the aggregate
Principal Balance of the Mortgage Loans at the time of purchase being 10% or
less of the Cut-off Date Aggregate Principal Balance.
The recitals contained herein shall be taken as statements of the
Depositor and the Trustee assumes no responsibility for their correctness.
Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.
Dated:
BANKERS TRUST COMPANY OF CALIFORNIA, N.A.,
as Trustee
By:
---------------------------------------
Authorized Officer
CERTIFICATE OF AUTHENTICATION
-----------------------------
This is one of the Class A-6 Certificates referred to in the
within-mentioned Agreement.
BANKERS TRUST COMPANY OF CALIFORNIA, N.A.,
as Certificate Registrar
By:
---------------------------------------
Authorized Signatory
Date of authentication:
ABBREVIATIONS
The following abbreviations, when used in the inscription on the
face of this instrument, shall be construed as though they were written out in
full according to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT - Custodian
---------
TEN ENT - as tenants by the entireties (Cust) (Minor)
under Uniform
JT TEN - as joint tenants with right Gifts to
of survivorship and not as Minors Act
tenants in common ________________
(State)
Additional abbreviations may also be used though not in the above
list.
ASSIGNMENT
----------
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) _____________________________________________
a Percentage Interest equal to ____% evidenced by the within asset-backed
Certificate and hereby authorize(s) the registration of transfer of such
interest to assignee on the Certificate Register of the Trust Fund.
I (we) further direct the Certificate Registrar to issue a new
Certificate of a like Percentage Interest and Class to the above named assignee
and deliver such Certificate to the following address:
_______________________________________________________________________________
Dated:
---------------------------------------
Signature by or on behalf of assignor
---------------------------------------
Signature Guaranteed
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 ______________________________________
This information is provided by _______________________________________________,
the assignee named above, or ________________________________________, as its
agent.
EXHIBIT 7
EXHIBIT A-7
[FORM OF CLASS A-7 CERTIFICATE]
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE
TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH
OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC),
ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE
& CO., HAS AN INTEREST HEREIN.
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A
"REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS
THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE
INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE").
ABFC MORTGAGE LOAN ASSET-BACKED CERTIFICATES
SERIES 2001-AQ1, CLASS A-7
evidencing a beneficial ownership interest in a portion of a Trust Fund
consisting primarily of a pool of conventional fixed-rate one- to four-family
first lien mortgage loans formed and sold by
ASSET BACKED FUNDING CORPORATION
Series 2001-AQ1, Class A-7 Original Class Certificate Principal
Balance of the Class A-7 Certificates
Pass-Through Rate: [__]% as of The Closing Date: $[ ]
Date of Pooling and Servicing Agreement: Initial Certificate Xxxxxxxxx
Xxxxx 00, 0000 Xxxxxxx: $[ ]
First Distribution Date: April 20, 2001 Trustee: Bankers Trust Company of
California, N.A.
No. Closing Date: March 29, 2001
CUSIP: 90211E AK 1
DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE
OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE
LESS THAN THE AMOUNT SHOWN ABOVE.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
ASSET BACKED FUNDING CORPORATION, EITHER SERVICER, THE TRUSTEE OR ANY
OF THEIR AFFILIATES. THIS CERTIFICATE IS NOT GUARANTEED BY ANY AGENCY
OR INSTRUMENTALITY OF THE UNITED STATES.
This certifies that ________________ is the registered owner of a
Percentage Interest (obtained by dividing the Initial Certificate Principal
Balance of this Certificate by the Original Class Certificate Principal Balance
of the Class A-7 Certificates) in that certain beneficial ownership interest
evidenced by all the Class A-7 Certificates in the Trust Fund created pursuant
to a Pooling and Servicing Agreement, dated as specified above (the
"Agreement"), among Asset Backed Funding Corporation (hereinafter called the
"Depositor," which term includes any successor entity under the Agreement),
Ameriquest Mortgage Company ("Ameriquest") and the Trustee, as amended by
Amendment No. 1, dated as of June [ ], 2001 among the Depositor, Ameriquest,
Xxxxxx Loan Servicing LP ("Xxxxxx") and the Trustee, a summary of certain of the
pertinent provisions of which is set forth hereafter. To the extent not defined
herein, the capitalized terms used herein have the meanings assigned in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, distributions will be made
on the 20th day of each month or, if such 20th day is not a Business Day, the
Business Day immediately following (a "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered on the last Business Day of the month immediately
preceding the month in which the related Distribution Date occurs (the "Record
Date"), from funds in the Distribution Account in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount required
to be distributed to the Holders of Class A-7 Certificates on such Distribution
Date pursuant to the Agreement.
All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by or on behalf of the Trustee by
wire transfer in immediately available funds to the account of the Person
entitled thereto if such Person shall have so notified the Certificate Registrar
in writing at least five Business Days prior to the Record Date immediately
prior to such Distribution Date and is the registered owner of Class A-7
Certificates the aggregate Initial Certificate Principal Balance of which is in
excess of $5,000,000, or by check mailed by first class mail to the address of
the Person entitled thereto, as such name and address shall appear on the
Certificate Register, provided that the Certificate Registrar may deduct a
reasonable wire transfer fee from any payment made by wire transfer.
Notwithstanding the above, the final distribution on this Certificate will be
made after due notice by the Trustee of the pendency of such distribution and
only upon presentation and surrender of this Certificate at the office or agency
appointed by the Trustee for that purpose as provided in the Agreement.
The Class A-7 Pass-Through Rate on each Distribution Date will be
the per annum rate specified above, plus on each Distribution Date following the
Optional Termination Date, 0.50% per annum. Interest will accrue on the Class
A-7 Certificates during each Interest Accrual Period at a rate equal to the
lesser of (i) the Class A-7 Pass-Through Rate and (ii) the Net WAC Cap for such
Distribution Date.
This Certificate is one of a duly authorized issue of Certificates
designated as ABFC Mortgage Loan Asset-Backed Certificates of the Series
specified on the face hereof (herein called the "Certificates") and representing
a Percentage Interest in the Class A-7 Certificates.
The Class A-7 Certificates are limited in right of payment to
certain collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Collection Account and the Distribution Account
may be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of advances made, or
certain expenses incurred, with respect to the Mortgage Loans.
The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, either Servicer, the Trustee and the rights of the Certificateholders
under the Agreement at any time by the Depositor, each Servicer and the Trustee
with the consent of the Holders of Certificates entitled to the Voting Rights
identified in the agreement. Any such consent by the Holder of this Certificate
shall be conclusive and binding on such Holder and upon all future Holders of
this Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent is
made upon this Certificate. The Agreement also permits the amendment thereof, in
certain limited circumstances, without the consent of the Holders of any of the
Certificates.
As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices or agencies appointed by the Trustee as provided in the
Agreement, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Trustee and
the Certificate Registrar duly executed by, the Holder hereof or such Holder's
attorney duly authorized in writing, and thereupon one or more new Certificates
of the same Class in authorized denominations evidencing the same aggregate
Percentage Interest will be issued to the designated transferee or transferees.
The Certificates are issuable in fully registered form only without
coupons in Classes and denominations representing Percentage Interests specified
in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer
or exchange of Certificates, but the Certificate Registrar may require payment
of a sum sufficient to cover any tax or other governmental charge that may be
imposed in connection with any transfer or exchange of Certificates.
The Depositor, each Servicer, the Trustee and the Certificate
Registrar and any agent of the Depositor, either Servicer, the Trustee or the
Certificate Registrar may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and none of the Depositor,
either Servicer, the Trustee, the Certificate Registrar nor any such agent shall
be affected by notice to the contrary.
The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts
held by or on behalf of the Trustee and required to be paid to them pursuant to
the Agreement following the earlier of (i) the final payment or other
liquidation (or any advance with respect thereto) of the last Mortgage Loan
remaining in the Trust Fund, and (ii) the purchase by the party designated in
the Agreement at a price determined as provided in the Agreement from the Trust
Fund of all Mortgage Loans and all property acquired in respect of such Mortgage
Loans. The Agreement permits, but does not require, the party designated in the
Agreement to purchase from the Trust Fund all Mortgage Loans and all property
acquired in respect of any Mortgage Loan at a price determined as provided in
the Agreement. The exercise of such right will effect early retirement of the
Certificates; however, such right to purchase is subject to the aggregate
Principal Balance of the Mortgage Loans at the time of purchase being 10% or
less of the Cut-off Date Aggregate Principal Balance.
The recitals contained herein shall be taken as statements of the
Depositor and the Trustee assumes no responsibility for their correctness.
Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.
Dated:
BANKERS TRUST COMPANY OF CALIFORNIA, N.A.,
as Trustee
By:
---------------------------------------
Authorized Officer
CERTIFICATE OF AUTHENTICATION
-----------------------------
This is one of the Class A-7 Certificates referred to in the
within-mentioned Agreement.
BANKERS TRUST COMPANY OF CALIFORNIA, N.A.,
as Certificate Registrar
By:
---------------------------------------
Authorized Signatory
Date of authentication:
ABBREVIATIONS
The following abbreviations, when used in the inscription on the
face of this instrument, shall be construed as though they were written out in
full according to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT - Custodian
---------
TEN ENT - as tenants by the entireties (Cust) (Minor)
under Uniform
JT TEN - as joint tenants with right Gifts to
of survivorship and not as Minors Act
tenants in common ________________
(State)
Additional abbreviations may also be used though not in the above
list.
ASSIGNMENT
----------
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) _____________________________________________
a Percentage Interest equal to ____% evidenced by the within asset-backed
Certificate and hereby authorize(s) the registration of transfer of such
interest to assignee on the Certificate Register of the Trust Fund.
I (we) further direct the Certificate Registrar to issue a new
Certificate of a like Percentage Interest and Class to the above named assignee
and deliver such Certificate to the following address:
_______________________________________________________________________________
Dated:
---------------------------------------
Signature by or on behalf of assignor
---------------------------------------
Signature Guaranteed
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 ______________________________________
This information is provided by _______________________________________________,
the assignee named above, or ________________________________________, as its
agent.
EXHIBIT 8
EXHIBIT B-1
[FORM OF CLASS B CERTIFICATE]
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE
TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH
OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC),
ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE
& CO., HAS AN INTEREST HEREIN.
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A,
CLASS M-1 AND CLASS M-2 CERTIFICATES AS DESCRIBED IN THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN.
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A
"REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS
THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE
INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE").
ABFC MORTGAGE LOAN ASSET-BACKED CERTIFICATES
SERIES 2001-AQ1, CLASS B
evidencing a beneficial ownership interest in a portion of a Trust Fund
consisting primarily of a pool of conventional fixed-rate one- to four-family
first lien mortgage loans formed and sold by
ASSET BACKED FUNDING CORPORATION
Series 2001-AQ1, Class B Original Class Certificate Principal
Balance of the Class B Certificates
Pass-Through Rate: [__]% as of The Closing Date: $[ ]
Date of Pooling and Servicing Agreement: Initial Certificate Xxxxxxxxx
Xxxxx 00, 0000 Xxxxxxx: $[ ]
First Distribution Date: April 20, 2001 Trustee: Bankers Trust Company of
California, N.A.
No. Closing Date: March 29, 2001
CUSIP: 90211E AJ 4
DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE
OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE
LESS THAN THE AMOUNT SHOWN ABOVE.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
ASSET BACKED FUNDING CORPORATION, EITHER SERVICER, THE TRUSTEE OR ANY
OF THEIR AFFILIATES. THIS CERTIFICATE IS NOT GUARANTEED BY ANY AGENCY
OR INSTRUMENTALITY OF THE UNITED STATES.
This certifies that ______________ is the registered owner of a
Percentage Interest (obtained by dividing the Initial Certificate Principal
Balance of this Certificate by the Original Class Certificate Principal Balance
of the Class B Certificates) in that certain beneficial ownership interest
evidenced by all the Class B Certificates in the Trust Fund created pursuant to
a Pooling and Servicing Agreement, dated as specified above (the "Agreement"),
among Asset Backed Funding Corporation (hereinafter called the "Depositor,"
which term includes any successor entity under the Agreement), Ameriquest
Mortgage Company ("Ameriquest") and the Trustee, as amended by Amendment No. 1,
dated as of June [ ], 2001 among the Depositor, Ameriquest, Xxxxxx Loan
Servicing LP ("Xxxxxx") and the Trustee, a summary of certain of the pertinent
provisions of which is set forth hereafter. To the extent not defined herein,
the capitalized terms used herein have the meanings assigned in the Agreement.
This Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, distributions will be made
on the 20th day of each month or, if such 20th day is not a Business Day, the
Business Day immediately following (a "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered on the last Business Day of the month immediately
preceding the month in which the related Distribution Date occurs (the "Record
Date"), from funds in the Distribution Account in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount required
to be distributed to the Holders of Class B Certificates on such Distribution
Date pursuant to the Agreement.
All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by or on behalf of the Trustee by
wire transfer in immediately available funds to the account of the Person
entitled thereto if such Person shall have so notified the Certificate Registrar
in writing at least five Business Days prior to the Record Date immediately
prior to such Distribution Date and is the registered owner of Class B
Certificates the aggregate Initial Certificate Principal Balance of which is in
excess of $5,000,000, or by check mailed by first class mail to the address of
the Person entitled thereto, as such name and address shall appear on the
Certificate Register, provided that the Certificate Registrar may deduct a
reasonable wire transfer fee from any payment made by wire transfer.
Notwithstanding the above, the final distribution on this Certificate will be
made after due notice by the Trustee of the pendency of such distribution and
only upon presentation and surrender of this Certificate at the office or agency
appointed by the Trustee for that purpose as provided in the Agreement.
The Class B Pass-Through Rate on the Class B Certificates on each
Distribution Date will be the per annum rate specified above. Interest will
accrue on the Class B Certificates during each Interest Accrual Period at a rate
equal to the lesser of (i) the Class B Pass-Through Rate and (ii) the Net WAC
Cap for such Distribution Date.
This Certificate is one of a duly authorized issue of Certificates
designated as ABFC Mortgage Loan Asset-Backed Certificates of the Series
specified on the face hereof (herein called the "Certificates") and representing
a Percentage Interest in the Class B Certificates.
The Class B Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Collection Account and the Distribution Account
may be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of advances made, or
certain expenses incurred, with respect to the Mortgage Loans.
This certificate is subordinated in right of payment to the Class A,
Class M-1 and Class M-2 Certificates as described in the Pooling and Servicing
Agreement referred to herein.
The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, either Servicer, the Trustee and the rights of the Certificateholders
under the Agreement at any time by the Depositor, each Servicer and the Trustee
with the consent of the Holders of Certificates entitled to the Voting Rights
identified in the agreement. Any such consent by the Holder of this Certificate
shall be conclusive and binding on such Holder and upon all future Holders of
this Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent is
made upon this Certificate. The Agreement also permits the amendment thereof, in
certain limited circumstances, without the consent of the Holders of any of the
Certificates.
As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices or agencies appointed by the Trustee as provided in the
Agreement, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Trustee and
the Certificate Registrar duly executed by, the Holder hereof or such Holder's
attorney duly authorized in writing, and thereupon one or more new Certificates
of the same Class in authorized denominations evidencing the same aggregate
Percentage Interest will be issued to the designated transferee or transferees.
The Certificates are issuable in fully registered form only without
coupons in Classes and denominations representing Percentage Interests specified
in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer
or exchange of Certificates, but the Certificate Registrar may require payment
of a sum sufficient to cover any tax or other governmental charge that may be
imposed in connection with any transfer or exchange of Certificates.
The Depositor, each Servicer, the Trustee and the Certificate
Registrar and any agent of the Depositor, either Servicer, the Trustee or the
Certificate Registrar may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and none of the Depositor,
either Servicer, the Trustee, the Certificate Registrar nor any such agent shall
be affected by notice to the contrary.
The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts
held by or on behalf of the Trustee and required to be paid to them pursuant to
the Agreement following the earlier of (i) the final payment or other
liquidation (or any advance with respect thereto) of the last Mortgage Loan
remaining in the Trust Fund, and (ii) the purchase by the party designated in
the Agreement at a price determined as provided in the Agreement from the Trust
Fund of all Mortgage Loans and all property acquired in respect of such Mortgage
Loans. The Agreement permits, but does not require, the party designated in the
Agreement to purchase from the Trust Fund all Mortgage Loans and all property
acquired in respect of any Mortgage Loan at a price determined as provided in
the Agreement. The exercise of such right will effect early retirement of the
Certificates; however, such right to purchase is subject to the aggregate
Principal Balance of the Mortgage Loans at the time of purchase being 10% or
less of the Cut-off Date Aggregate Principal Balance.
The recitals contained herein shall be taken as statements of the
Depositor and the Trustee assumes no responsibility for their correctness.
Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.
Dated:
BANKERS TRUST COMPANY OF CALIFORNIA, N.A.,
as Trustee
By:
---------------------------------------
Authorized Officer
CERTIFICATE OF AUTHENTICATION
-----------------------------
This is one of the Class B Certificates referred to in the
within-mentioned Agreement.
BANKERS TRUST COMPANY OF CALIFORNIA, N.A.,
as Certificate Registrar
By:
--------------------------------------
Authorized Signatory
Date of authentication:
ABBREVIATIONS
The following abbreviations, when used in the inscription on the
face of this instrument, shall be construed as though they were written out in
full according to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT - Custodian
---------
TEN ENT - as tenants by the entireties (Cust) (Minor)
under Uniform
JT TEN - as joint tenants with right Gifts to
of survivorship and not as Minors Act
tenants in common ________________
(State)
Additional abbreviations may also be used though not in the above
list.
ASSIGNMENT
----------
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) _____________________________________________
a Percentage Interest equal to ____% evidenced by the within asset-backed
Certificate and hereby authorize(s) the registration of transfer of such
interest to assignee on the Certificate Register of the Trust Fund.
I (we) further direct the Certificate Registrar to issue a new
Certificate of a like Percentage Interest and Class to the above named assignee
and deliver such Certificate to the following address:
_______________________________________________________________________________
Dated:
---------------------------------------
Signature by or on behalf of assignor
---------------------------------------
Signature Guaranteed
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 ______________________________________
This information is provided by _______________________________________________,
the assignee named above, or ________________________________________, as its
agent.
EXHIBIT 9
EXHIBIT C-1
[FORM OF CLASS R CERTIFICATE]
THIS CERTIFICATE MAY NOT BE TRANSFERRED TO A NON-UNITED STATES PERSON.
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS THE
"RESIDUAL INTEREST" IN FOUR SEPARATE "REAL ESTATE MORTGAGE INVESTMENT
CONDUITS," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G
AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE").
THIS CLASS R CERTIFICATE IS SUBORDINATE TO THE OFFERED CERTIFICATES OF
THIS SERIES TO THE EXTENT DESCRIBED HEREIN AND IN THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN.
THIS CLASS R CERTIFICATE WILL NOT BE ENTITLED TO PAYMENTS UNTIL SUCH
TIME AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO
HEREIN.
THIS CLASS R CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), OR THE SECURITIES
LAWS OF ANY STATE. ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS
CERTIFICATE WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY
IN A TRANSACTION THAT DOES NOT REQUIRE SUCH REGISTRATION OR
QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF
THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER
RETIREMENT ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED, OR THE CODE WILL BE REGISTERED EXCEPT
IN COMPLIANCE WITH THE PROCEDURES DESCRIBED HEREIN.
ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CLASS R CERTIFICATE
MAY BE MADE ONLY IF THE PROPOSED TRANSFEREE PROVIDES (1) AN AFFIDAVIT
TO THE CERTIFICATE REGISTRAR THAT SUCH TRANSFEREE IS NOT (A) THE UNITED
STATES, ANY STATE OR POLITICAL SUBDIVISION THEREOF, ANY FOREIGN
GOVERNMENT, ANY INTERNATIONAL ORGANIZATION, OR ANY AGENCY OR
INSTRUMENTALITY OF ANY OF THE FOREGOING, (B) ANY ORGANIZATION (OTHER
THAN A COOPERATIVE DESCRIBED IN SECTION 521 OF THE CODE) WHICH IS
EXEMPT FROM THE TAX IMPOSED BY CHAPTER 1 OF THE CODE UNLESS SUCH
ORGANIZATION IS SUBJECT TO THE TAX IMPOSED BY SECTION 511 OF THE CODE,
(C) ANY ORGANIZATION DESCRIBED IN SECTION 1381(A)(2)(C) OF THE CODE
(ANY SUCH PERSON DESCRIBED IN THE FOREGOING CLAUSES (A), (B) OR (C)
BEING HEREINAFTER REFERRED TO AS A "DISQUALIFIED ORGANIZATION"), OR (D)
AN AGENT OF A DISQUALIFIED ORGANIZATION AND (2) NO PURPOSE OF SUCH
TRANSFER IS TO IMPEDE THE ASSESSMENT OR COLLECTION OF TAX, AND (3) SUCH
TRANSFEREE STATES IN THE AFFIDAVIT THAT (A) IT HAS HISTORICALLY PAID
ITS DEBTS AS THEY HAVE COME DUE AND INTENDS TO CONTINUE TO PAY ITS
DEBTS AS THEY COME DUE IN THE FUTURE, (B) IT UNDERSTANDS THAT IT MAY
INCUR TAX LIABILITIES WITH RESPECT TO THIS CERTIFICATE IN EXCESS OF
CASH FLOWS GENERATED THEREBY, (C) IT INTENDS TO PAY ANY TAXES
ASSOCIATED WITH HOLDING THIS CERTIFICATE AS THEY BECOME DUE, AND (D) IT
WILL NOT TRANSFER THIS CERTIFICATE TO ANY PERSON OR ENTITY THAT DOES
NOT PROVIDE A SIMILAR AFFIDAVIT. ANY PURPORTED TRANSFER TO A
DISQUALIFIED ORGANIZATION OR OTHER PERSON THAT IS NOT A PERMITTED
TRANSFEREE OR OTHERWISE IN VIOLATION OF THESE RESTRICTIONS SHALL BE
ABSOLUTELY NULL AND VOID AND SHALL VEST NO RIGHTS IN ANY PURPORTED
TRANSFEREE. IF THIS CERTIFICATE REPRESENTS A "NON-ECONOMIC RESIDUAL
INTEREST", AS DEFINED IN TREASURY REGULATIONS SECTION 1.860E-1(C),
CERTAIN TRANSFERS OF THIS CERTIFICATE MAY BE DISREGARDED FOR FEDERAL
INCOME TAX PURPOSES. IN ORDER TO SATISFY A REGULATORY SAFE HARBOR UNDER
WHICH SUCH TRANSFERS WILL NOT BE DISREGARDED, THE TRANSFEROR MAY BE
REQUIRED, AMONG OTHER THINGS, TO SATISFY ITSELF AS TO THE FINANCIAL
CONDITION OF THE PROPOSED TRANSFEREE AND EITHER TO TRANSFER AT A
MINIMUM PRICE OR TO AN ELIGIBLE TRANSFEREE AS SPECIFIED IN THE
REGULATIONS. EACH HOLDER OF A CLASS R CERTIFICATE BY ACCEPTANCE OF THIS
CERTIFICATE SHALL BE DEEMED TO HAVE CONSENTED TO THE PROVISIONS OF THIS
PARAGRAPH AND THE PROVISIONS OF SECTION 5.02(D) OF THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN. ANY PERSON THAT IS A
DISQUALIFIED ORGANIZATION IS PROHIBITED FROM ACQUIRING BENEFICIAL
OWNERSHIP OF THIS CLASS R CERTIFICATE.
ABFC MORTGAGE LOAN ASSET-BACKED CERTIFICATES
SERIES 2001-AQ1, CLASS R
evidencing a beneficial ownership interest in a portion of a Trust Fund
consisting primarily of a pool of conventional fixed-rate one- to four-family
first lien mortgage loans formed and sold by
ASSET BACKED FUNDING CORPORATION
Series 2001-AQ1, Class R Trustee: Bankers Trust Company of
California, N.A.
Date of Pooling and Servicing Agreement: Closing Date: March 29, 2001
March 29, 2001
First Distribution Date: April 20, 2001
No.
Percentage Interest: 100%
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
ASSET BACKED FUNDING CORPORATION, EITHER SERVICER, THE TRUSTEE OR ANY
OF THEIR AFFILIATES. THIS CERTIFICATE IS NOT GUARANTEED BY ANY AGENCY
OR INSTRUMENTALITY OF THE UNITED STATES.
This certifies that _______________________ is the registered owner
of a Percentage Interest set forth above in that certain beneficial ownership
interest evidenced by all the Class R Certificates in the Trust Fund created
pursuant to a Pooling and Servicing Agreement, dated as specified above (the
"Agreement"), among Asset Backed Funding Corporation (hereinafter called the
"Depositor," which term includes any successor entity under the Agreement),
Ameriquest Mortgage Company ("Ameriquest") and the Trustee, as amended by
Amendment No. 1, dated as of June [ ], 2001 among the Depositor, Ameriquest,
Xxxxxx Loan Servicing LP ("Xxxxxx") and the Trustee, a summary of certain of the
pertinent provisions of which is set forth hereafter. To the extent not defined
herein, the capitalized terms used herein have the meanings assigned in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, distributions will be made
on the 20th day of each month or, if such 20th day is not a Business Day, the
Business Day immediately following (a "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered on the last Business Day of the month immediately
preceding the month in which the related Distribution Date occurs (the "Record
Date"), from funds in the Distribution Account in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount required
to be distributed to the Holders of Class R Certificates on such Distribution
Date pursuant to the Agreement.
All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by or on behalf of the Trustee by
wire transfer in immediately available funds to the account of the Person
entitled thereto if such Person shall have so notified the Certificate Registrar
in writing at least five Business Days prior to the Record Date immediately
prior to such Distribution Date and is the registered owner of Class R
Certificates the aggregate Percentage Interest of which is in excess of a 66%
Percentage Interest of the Class R Certificates, or by check mailed by first
class mail to the address of the Person entitled thereto, as such name and
address shall appear on the Certificate Register, provided that the Certificate
Registrar may deduct a reasonable wire transfer fee from any payment made by
wire transfer. Notwithstanding the above, the final distribution on this
Certificate will be made after due notice by the Trustee of the pendency of such
distribution and only upon presentation and surrender of this Certificate at the
office or agency appointed by the Trustee for that purpose as provided in the
Agreement.
This Certificate is one of a duly authorized issue of Certificates
designated as ABFC Mortgage Loan Asset-Backed Certificates of the Series
specified on the face hereof (herein called the "Certificates") and representing
the Percentage Interest specified on the face hereof.
The Class R Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Collection Account and the Distribution Account
may be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of advances made, or
certain expenses incurred, with respect to the Mortgage Loans.
The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, either Servicer, the Trustee and the rights of the Certificateholders
under the Agreement at any time by the Depositor, each Servicer and the Trustee
with the consent of the Holders of Certificates entitled to the Voting Rights
identified in the agreement. Any such consent by the Holder of this Certificate
shall be conclusive and binding on such Holder and upon all future Holders of
this Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent is
made upon this Certificate. The Agreement also permits the amendment thereof, in
certain limited circumstances, without the consent of the Holders of any of the
Certificates.
As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices or agencies appointed by the Trustee as provided in the
Agreement, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Trustee and
the Certificate Registrar duly executed by, the Holder hereof or such Holder's
attorney duly authorized in writing, and thereupon one or more new Certificates
of the same Class in authorized denominations evidencing the same aggregate
Percentage Interest will be issued to the designated transferee or transferees.
The Certificates are issuable in fully registered form only without
coupons in Classes and denominations representing Percentage Interests specified
in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.
No transfer of this Certificate shall be made unless that transfer
is made pursuant to an effective registration statement under the 1933 Act and
effective registration or qualification under applicable state securities laws,
or is made in a transaction that does not require such registration or
qualification. In the event that a transfer is to be made without registration
or qualification, the Certificate Registrar shall require, in order to assure
compliance with such laws, either (i) that the Certificateholder desiring to
effect the transfer and such Certificateholder's prospective transferee each
execute a representation letter in the form described by the Agreement
certifying to the Certificate Registrar the facts surrounding the transfer, or
(ii) that the Depositor and the Certificate Registrar shall require an Opinion
of Counsel satisfactory to them that such transfer may be made without such
registration or qualification, which Opinion of Counsel shall not be an expense
of the Depositor, the Trustee or the Certificate Registrar, in their respective
capacities as such. None of the Depositor, the Certificate Registrar nor the
Trustee is obligated to register or qualify the Class of Certificates specified
on the face hereof under the 1933 Act or any other securities law or to take any
action not otherwise required under the Agreement to permit the transfer of such
Certificates without registration or qualification. Any such Certificateholder
desiring to effect such transfer shall, and does hereby agree to, indemnify the
Trustee, the Depositor, the Certificate Registrar and any Servicer against any
liability that may result if the transfer is not so exempt or is not made in
accordance with such federal and state laws.
No transfer of a Certificate or any interest therein may be made to
employee benefit plans and certain other retirement plans and arrangements,
including individual retirement accounts and annuities, Xxxxx plans and
collective investment funds and separate accounts in which such plans, accounts
or arrangements are invested that are subject to the fiduciary responsibility
provisions of ERISA and Section 4975 of the Code ("Plans") or any person who is
directly or indirectly purchasing the Certificate or interest therein on behalf
of, as named fiduciary of, as trustee of, or with assets of a Plan.
The Holder of this Certificate, by its acceptance hereof, shall be
deemed for all purposes to have consented to the provisions of Section 5.02 of
the Agreement and to any amendment of the Agreement deemed necessary by counsel
of the Depositor to ensure that the transfer of this Certificate to any Person
other than a Permitted Transferee or any other Person will not cause the Trust
to cease to qualify as four separate REMICs or cause the imposition of a tax
upon the Trust.
No service charge will be made for any such registration of transfer
or exchange of Certificates, but the Certificate Registrar may require payment
of a sum sufficient to cover any tax or other governmental charge that may be
imposed in connection with any transfer or exchange of Certificates.
The Depositor, each Servicer, the Trustee and the Certificate
Registrar and any agent of the Depositor, either Servicer, the Trustee or the
Certificate Registrar may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and none of the Depositor,
either Servicer, the Trustee, the Certificate Registrar nor any such agent shall
be affected by notice to the contrary.
The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts
held by or on behalf of the Trustee and required to be paid to them pursuant to
the Agreement following the earlier of (i) the final payment or other
liquidation (or any advance with respect thereto) of the last Mortgage Loan
remaining in the Trust Fund, and (ii) the purchase by the party designated in
the Agreement at a price determined as provided in the Agreement from the Trust
Fund of all Mortgage Loans and all property acquired in respect of such Mortgage
Loans. The Agreement permits, but does not require, the party designated in the
Agreement to purchase from the Trust Fund all Mortgage Loans and all property
acquired in respect of any Mortgage Loan at a price determined as provided in
the Agreement. The exercise of such right will effect early retirement of the
Certificates; however, such right to purchase is subject to the aggregate
Principal Balance of the Mortgage Loans at the time of purchase being 10% or
less of the Cut-off Date Aggregate Principal Balance.
The recitals contained herein shall be taken as statements of the
Depositor and the Trustee assumes no responsibility for their correctness.
Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.
Dated:
BANKERS TRUST COMPANY OF CALIFORNIA, N.A.,
as Trustee
By:
---------------------------------------
Authorized Officer
CERTIFICATE OF AUTHENTICATION
-----------------------------
This is the Class R Certificates referred to in the within-mentioned
Agreement.
Dated:
BANKERS TRUST COMPANY OF CALIFORNIA, N.A.,
as Certificate Registrar
By:
---------------------------------------
Authorized Signatory
ABBREVIATIONS
The following abbreviations, when used in the inscription on the
face of this instrument, shall be construed as though they were written out in
full according to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT - Custodian
---------
TEN ENT - as tenants by the entireties (Cust) (Minor)
under Uniform
JT TEN - as joint tenants with right Gifts to
of survivorship and not as Minors Act
tenants in common ________________
(State)
Additional abbreviations may also be used though not in the above
list.
ASSIGNMENT
----------
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) _____________________________________________
a Percentage Interest equal to ____% evidenced by the within asset-backed
Certificate and hereby authorize(s) the registration of transfer of such
interest to assignee on the Certificate Register of the Trust Fund.
I (we) further direct the Certificate Registrar to issue a new
Certificate of a like Percentage Interest and Class to the above named assignee
and deliver such Certificate to the following address:
_______________________________________________________________________________
Dated:
---------------------------------------
Signature by or on behalf of assignor
---------------------------------------
Signature Guaranteed
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 ______________________________________
This information is provided by _______________________________________________,
the assignee named above, or ________________________________________, as its
agent.
EXHIBIT 10
EXHIBIT C-2
[FORM OF CLASS M-1 CERTIFICATE]
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE
TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH
OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC),
ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE
& CO., HAS AN INTEREST HEREIN.
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A
CERTIFICATES AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN.
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A
"REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS
THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE
INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE").
ABFC MORTGAGE LOAN ASSET-BACKED CERTIFICATES
SERIES 2001-AQ1, CLASS M-1
evidencing a beneficial ownership interest in a portion of a Trust Fund
consisting primarily of a pool of conventional fixed-rate one- to four-family
first lien mortgage loans formed and sold by
ASSET BACKED FUNDING CORPORATION
Series 2001-AQ1, Class M-1 Original Class Certificate Principal
Balance of the Class M-1 Certificates
Pass-Through Rate: [__]% as of The Closing Date: $[ ]
Date of Pooling and Servicing Agreement: Initial Certificate Xxxxxxxxx
Xxxxx 00, 0000 Xxxxxxx: $[ ]
First Distribution Date: April 20, 2001 Trustee: Bankers Trust Company of
California, N.A.
No. Closing Date: March 29, 2001
CUSIP: 90211E AG 0
DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE
OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE
LESS THAN THE AMOUNT SHOWN ABOVE.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
ASSET BACKED FUNDING CORPORATION, EITHER SERVICER, THE TRUSTEE OR ANY
OF THEIR AFFILIATES. THIS CERTIFICATE IS NOT GUARANTEED BY ANY AGENCY
OR INSTRUMENTALITY OF THE UNITED STATES.
This certifies that _________________ is the registered owner of a
Percentage Interest (obtained by dividing the Initial Certificate Principal
Balance of this Certificate by the Original Class Certificate Principal Balance
of the Class M-1 Certificates) in that certain beneficial ownership interest
evidenced by all the Class M-1 Certificates in the Trust Fund created pursuant
to a Pooling and Servicing Agreement, dated as specified above (the
"Agreement"), among Asset Backed Funding Corporation (hereinafter called the
"Depositor," which term includes any successor entity under the Agreement),
Ameriquest Mortgage Company ("Ameriquest") and the Trustee, as amended by
Amendment No. 1, dated as of June [ ], 2001 among the Depositor, Ameriquest,
Xxxxxx Loan Servicing LP ("Xxxxxx") and the Trustee, a summary of certain of the
pertinent provisions of which is set forth hereafter. To the extent not defined
herein, the capitalized terms used herein have the meanings assigned in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, distributions will be made
on the 20th day of each month or, if such 20th day is not a Business Day, the
Business Day immediately following (a "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered on the last Business Day of the month immediately
preceding the month in which the related Distribution Date occurs (the "Record
Date"), from funds in the Distribution Account in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount required
to be distributed to the Holders of Class M-1 Certificates on such Distribution
Date pursuant to the Agreement.
All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by or on behalf of the Trustee by
wire transfer in immediately available funds to the account of the Person
entitled thereto if such Person shall have so notified the Certificate Registrar
in writing at least five Business Days prior to the Record Date immediately
prior to such Distribution Date and is the registered owner of Class M-1
Certificates the aggregate Initial Certificate Principal Balance of which is in
excess of $5,000,000, or by check mailed by first class mail to the address of
the Person entitled thereto, as such name and address shall appear on the
Certificate Register, provided that the Certificate Registrar may deduct a
reasonable wire transfer fee from any payment made by wire transfer.
Notwithstanding the above, the final distribution on this Certificate will be
made after due notice by the Trustee of the pendency of such distribution and
only upon presentation and surrender of this Certificate at the office or agency
appointed by the Trustee for that purpose as provided in the Agreement.
The Class M-1 Pass-Through Rate on the Class M-1 Certificates on
each Distribution Date will be the per annum rate specified above. Interest will
accrue on the Class M-1 Certificates during each Interest Accrual Period at a
rate equal to the lesser of (i) the Class M-1 Pass-Through Rate and (ii) the Net
WAC Cap for such Distribution Date.
This Certificate is one of a duly authorized issue of Certificates
designated as ABFC Mortgage Loan Asset-Backed Certificates of the Series
specified on the face hereof (herein called the "Certificates") and representing
a Percentage Interest in the Class M-1 Certificates.
The Class M-1 Certificates are limited in right of payment to
certain collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Collection Account and the Distribution Account
may be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of advances made, or
certain expenses incurred, with respect to the Mortgage Loans.
This certificate is subordinated in right of payment to the Class A
Certificates as described in the Pooling and Servicing Agreement referred to
herein.
The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, either Servicer, the Trustee and the rights of the Certificateholders
under the Agreement at any time by the Depositor, each Servicer and the Trustee
with the consent of the Holders of Certificates entitled to the Voting Rights
identified in the agreement. Any such consent by the Holder of this Certificate
shall be conclusive and binding on such Holder and upon all future Holders of
this Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent is
made upon this Certificate. The Agreement also permits the amendment thereof, in
certain limited circumstances, without the consent of the Holders of any of the
Certificates.
As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices or agencies appointed by the Trustee as provided in the
Agreement, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Trustee and
the Certificate Registrar duly executed by, the Holder hereof or such Holder's
attorney duly authorized in writing, and thereupon one or more new Certificates
of the same Class in authorized denominations evidencing the same aggregate
Percentage Interest will be issued to the designated transferee or transferees.
The Certificates are issuable in fully registered form only without
coupons in Classes and denominations representing Percentage Interests specified
in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer
or exchange of Certificates, but the Certificate Registrar may require payment
of a sum sufficient to cover any tax or other governmental charge that may be
imposed in connection with any transfer or exchange of Certificates.
The Depositor, each Servicer, the Trustee and the Certificate
Registrar and any agent of the Depositor, either Servicer, the Trustee or the
Certificate Registrar may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and none of the Depositor,
either Servicer, the Trustee, the Certificate Registrar nor any such agent shall
be affected by notice to the contrary.
The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts
held by or on behalf of the Trustee and required to be paid to them pursuant to
the Agreement following the earlier of (i) the final payment or other
liquidation (or any advance with respect thereto) of the last Mortgage Loan
remaining in the Trust Fund, and (ii) the purchase by the party designated in
the Agreement at a price determined as provided in the Agreement from the Trust
Fund of all Mortgage Loans and all property acquired in respect of such Mortgage
Loans. The Agreement permits, but does not require, the party designated in the
Agreement to purchase from the Trust Fund all Mortgage Loans and all property
acquired in respect of any Mortgage Loan at a price determined as provided in
the Agreement. The exercise of such right will effect early retirement of the
Certificates; however, such right to purchase is subject to the aggregate
Principal Balance of the Mortgage Loans at the time of purchase being 10% or
less of the Cut-off Date Aggregate Principal Balance.
The recitals contained herein shall be taken as statements of the
Depositor and the Trustee assumes no responsibility for their correctness.
Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.
Dated:
BANKERS TRUST COMPANY OF CALIFORNIA, N.A.,
as Trustee
By:
---------------------------------------
Authorized Officer
CERTIFICATE OF AUTHENTICATION
-----------------------------
This is one of the Class M-1 Certificates referred to in the
within-mentioned Agreement.
BANKERS TRUST COMPANY OF CALIFORNIA, N.A.,
as Certificate Registrar
By:
---------------------------------------
Authorized Signatory
Date of authentication:
ABBREVIATIONS
The following abbreviations, when used in the inscription on the
face of this instrument, shall be construed as though they were written out in
full according to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT - Custodian
---------
TEN ENT - as tenants by the entireties (Cust) (Minor)
under Uniform
JT TEN - as joint tenants with right Gifts to
of survivorship and not as Minors Act
tenants in common ________________
(State)
Additional abbreviations may also be used though not in the above
list.
ASSIGNMENT
----------
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) _____________________________________________
a Percentage Interest equal to ____% evidenced by the within asset-backed
Certificate and hereby authorize(s) the registration of transfer of such
interest to assignee on the Certificate Register of the Trust Fund.
I (we) further direct the Certificate Registrar to issue a new
Certificate of a like Percentage Interest and Class to the above named assignee
and deliver such Certificate to the following address:
_______________________________________________________________________________
Dated:
---------------------------------------
Signature by or on behalf of assignor
---------------------------------------
Signature Guaranteed
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 ______________________________________
This information is provided by _______________________________________________,
the assignee named above, or ________________________________________, as its
agent.
EXHIBIT 11
EXHIBIT C-3
[FORM OF CLASS M-2 CERTIFICATE]
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE
TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH
OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC),
ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE
& CO., HAS AN INTEREST HEREIN.
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A AND
CLASS M-1 CERTIFICATES AS DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A
"REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS
THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE
INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE").
ABFC MORTGAGE LOAN ASSET-BACKED CERTIFICATES
SERIES 2001-AQ1, CLASS M-2
evidencing a beneficial ownership interest in a portion of a Trust Fund
consisting primarily of a pool of conventional fixed-rate one- to four-family
first lien mortgage loans formed and sold by
ASSET BACKED FUNDING CORPORATION
Series 2001-AQ1, Class M-2 Original Class Certificate Principal
Balance of the Class M-2 Certificates
Pass-Through Rate: [__]% as of The Closing Date: $[ ]
Date of Pooling and Servicing Agreement: Initial Certificate Xxxxxxxxx
Xxxxx 00, 0000 Xxxxxxx: $[ ]
First Distribution Date: April 20, 2001 Trustee: Bankers Trust Company of
California, N.A.
No. Closing Date: March 29, 2001
CUSIP: 90211E AH 8
DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE
OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE
LESS THAN THE AMOUNT SHOWN ABOVE.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
ASSET BACKED FUNDING CORPORATION, EITHER SERVICER, THE TRUSTEE OR ANY
OF THEIR AFFILIATES. THIS CERTIFICATE IS NOT GUARANTEED BY ANY AGENCY
OR INSTRUMENTALITY OF THE UNITED STATES.
This certifies that ___________ is the registered owner of a
Percentage Interest (obtained by dividing the Initial Certificate Principal
Balance of this Certificate by the Original Class Certificate Principal Balance
of the Class M-2 Certificates) in that certain beneficial ownership interest
evidenced by all the Class M-2 Certificates in the Trust Fund created pursuant
to a Pooling and Servicing Agreement, dated as specified above (the
"Agreement"), among Asset Backed Funding Corporation (hereinafter called the
"Depositor," which term includes any successor entity under the Agreement),
Ameriquest Mortgage Company ("Ameriquest") and the Trustee, as amended by
Amendment No. 1, dated as of June [ ], 2001 among the Depositor, Ameriquest,
Xxxxxx Loan Servicing LP ("Xxxxxx") and the Trustee, a summary of certain of the
pertinent provisions of which is set forth hereafter. To the extent not defined
herein, the capitalized terms used herein have the meanings assigned in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, distributions will be made
on the 20th day of each month or, if such 20th day is not a Business Day, the
Business Day immediately following (a "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered on the last Business Day of the month immediately
preceding the month in which the related Distribution Date occurs (the "Record
Date"), from funds in the Distribution Account in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount required
to be distributed to the Holders of Class M-2 Certificates on such Distribution
Date pursuant to the Agreement.
All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by or on behalf of the Trustee by
wire transfer in immediately available funds to the account of the Person
entitled thereto if such Person shall have so notified the Certificate Registrar
in writing at least five Business Days prior to the Record Date immediately
prior to such Distribution Date and is the registered owner of Class M-2
Certificates the aggregate Initial Certificate Principal Balance of which is in
excess of $5,000,000, or by check mailed by first class mail to the address of
the Person entitled thereto, as such name and address shall appear on the
Certificate Register, provided that the Certificate Registrar may deduct a
reasonable wire transfer fee from any payment made by wire transfer.
Notwithstanding the above, the final distribution on this Certificate will be
made after due notice by the Trustee of the pendency of such distribution and
only upon presentation and surrender of this Certificate at the office or agency
appointed by the Trustee for that purpose as provided in the Agreement.
The Class M-2 Pass-Through Rate on the Class M-2 Certificates on
each Distribution Date will be the per annum rate specified above. Interest will
accrue on the Class M-2 Certificates during each Interest Accrual Period at a
rate equal to the lesser of (i) the Class M-2 Pass-Through Rate and (ii) the Net
WAC Cap for such Distribution Date.
This Certificate is one of a duly authorized issue of Certificates
designated as ABFC Mortgage Loan Asset-Backed Certificates of the Series
specified on the face hereof (herein called the "Certificates") and representing
a Percentage Interest in the Class M-2 Certificates.
The Class M-2 Certificates are limited in right of payment to
certain collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Collection Account and the Distribution Account
may be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of advances made, or
certain expenses incurred, with respect to the Mortgage Loans.
This certificate is subordinated in right of payment to the Class A
and Class M-1 Certificates as described in the Pooling and Servicing Agreement
referred to herein.
The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, either Servicer, the Trustee and the rights of the Certificateholders
under the Agreement at any time by the Depositor, each Servicer and the Trustee
with the consent of the Holders of Certificates entitled to the Voting Rights
identified in the agreement. Any such consent by the Holder of this Certificate
shall be conclusive and binding on such Holder and upon all future Holders of
this Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent is
made upon this Certificate. The Agreement also permits the amendment thereof, in
certain limited circumstances, without the consent of the Holders of any of the
Certificates.
As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices or agencies appointed by the Trustee as provided in the
Agreement, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Trustee and
the Certificate Registrar duly executed by, the Holder hereof or such Holder's
attorney duly authorized in writing, and thereupon one or more new Certificates
of the same Class in authorized denominations evidencing the same aggregate
Percentage Interest will be issued to the designated transferee or transferees.
The Certificates are issuable in fully registered form only without
coupons in Classes and denominations representing Percentage Interests specified
in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer
or exchange of Certificates, but the Certificate Registrar may require payment
of a sum sufficient to cover any tax or other governmental charge that may be
imposed in connection with any transfer or exchange of Certificates.
The Depositor, each Servicer, the Trustee and the Certificate
Registrar and any agent of the Depositor, either Servicer, the Trustee or the
Certificate Registrar may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and none of the Depositor,
either Servicer, the Trustee, the Certificate Registrar nor any such agent shall
be affected by notice to the contrary.
The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts
held by or on behalf of the Trustee and required to be paid to them pursuant to
the Agreement following the earlier of (i) the final payment or other
liquidation (or any advance with respect thereto) of the last Mortgage Loan
remaining in the Trust Fund, and (ii) the purchase by the party designated in
the Agreement at a price determined as provided in the Agreement from the Trust
Fund of all Mortgage Loans and all property acquired in respect of such Mortgage
Loans. The Agreement permits, but does not require, the party designated in the
Agreement to purchase from the Trust Fund all Mortgage Loans and all property
acquired in respect of any Mortgage Loan at a price determined as provided in
the Agreement. The exercise of such right will effect early retirement of the
Certificates; however, such right to purchase is subject to the aggregate
Principal Balance of the Mortgage Loans at the time of purchase being 10% or
less of the Cut-off Date Aggregate Principal Balance.
The recitals contained herein shall be taken as statements of the
Depositor and the Trustee assumes no responsibility for their correctness.
Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.
Dated:
BANKERS TRUST COMPANY OF CALIFORNIA, N.A.,
as Trustee
By:
---------------------------------------
Authorized Officer
CERTIFICATE OF AUTHENTICATION
-----------------------------
This is one of the Class M-2 Certificates referred to in the
within-mentioned Agreement.
BANKERS TRUST COMPANY OF CALIFORNIA, N.A.,
as Certificate Registrar
By:
---------------------------------------
Authorized Signatory
Date of authentication:
ABBREVIATIONS
The following abbreviations, when used in the inscription on the
face of this instrument, shall be construed as though they were written out in
full according to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT - Custodian
---------
TEN ENT - as tenants by the entireties (Cust) (Minor)
under Uniform
JT TEN - as joint tenants with right Gifts to
of survivorship and not as Minors Act
tenants in common ________________
(State)
Additional abbreviations may also be used though not in the above
list.
ASSIGNMENT
----------
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) _____________________________________________
a Percentage Interest equal to ____% evidenced by the within asset-backed
Certificate and hereby authorize(s) the registration of transfer of such
interest to assignee on the Certificate Register of the Trust Fund.
I (we) further direct the Certificate Registrar to issue a new
Certificate of a like Percentage Interest and Class to the above named assignee
and deliver such Certificate to the following address:
_______________________________________________________________________________
Dated:
---------------------------------------
Signature by or on behalf of assignor
---------------------------------------
Signature Guaranteed
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 ______________________________________
This information is provided by _______________________________________________,
the assignee named above, or ________________________________________, as its
agent.
EXHIBIT 12
EXHIBIT C-4
[FORM OF CLASS X CERTIFICATES]
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A
DIRECT OR INDIRECT BENEFICIAL INTEREST IN A "REGULAR INTEREST" IN A
"REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
THIS CLASS X CERTIFICATE IS SUBORDINATE TO THE OFFERED CERTIFICATES OF
THIS SERIES TO THE EXTENT DESCRIBED HEREIN AND IN THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN.
THIS CLASS X CERTIFICATE WILL NOT BE ENTITLED TO PAYMENTS UNTIL SUCH
TIME AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO
HEREIN.
THIS CLASS X CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), OR THE SECURITIES
LAWS OF ANY STATE. ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS
CERTIFICATE WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY
IN A TRANSACTION THAT DOES NOT REQUIRE SUCH REGISTRATION OR
QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF
THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER
RETIREMENT ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED, OR THE CODE WILL BE REGISTERED EXCEPT
IN COMPLIANCE WITH THE PROCEDURES DESCRIBED HEREIN.
ABFC MORTGAGE LOAN ASSET-BACKED CERTIFICATES
SERIES 2001-AQ1, CLASS X
evidencing a beneficial ownership interest in a portion of a Trust Fund
consisting primarily of a pool of conventional fixed-rate one- to four-family
first lien mortgage loans formed and sold by
ASSET BACKED FUNDING CORPORATION
Series 2001-AQ1, Class X Trustee: Bankers Trust Company of
California, N.A.
Date of Pooling and Servicing Agreement: Closing Date: March 29, 2001
March 29, 2001
First Distribution Date: April 20, 2001
No.
Percentage Interest: 100%
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
ASSET BACKED FUNDING CORPORATION, EITHER SERVICER, THE TRUSTEE OR ANY
OF THEIR AFFILIATES. THIS CERTIFICATE IS NOT GUARANTEED BY ANY AGENCY
OR INSTRUMENTALITY OF THE UNITED STATES.
This certifies that __________________________________ is the
registered owner of a Percentage Interest set forth above in that certain
beneficial ownership interest evidenced by all the Class X Certificates in the
Trust Fund created pursuant to a Pooling and Servicing Agreement, dated as
specified above (the "Agreement"), among Asset Backed Funding Corporation
(hereinafter called the "Depositor," which term includes any successor entity
under the Agreement), Ameriquest Mortgage Company ("Ameriquest") and the
Trustee, as amended by Amendment No. 1, dated as of June [ ], 2001 among the
Depositor, Ameriquest, Xxxxxx Loan Servicing LP ("Xxxxxx") and the Trustee, a
summary of certain of the pertinent provisions of which is set forth hereafter.
To the extent not defined herein, the capitalized terms used herein have the
meanings assigned in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, distributions will be made
on the 20th day of each month or, if such 20th day is not a Business Day, the
Business Day immediately following (a "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered on the last Business Day of the month immediately
preceding the month in which the related Distribution Date occurs (the "Record
Date"), from funds in the Distribution Account in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount required
to be distributed to the Holders of Class X Certificates on such Distribution
Date pursuant to the Agreement.
All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by or on behalf of the Trustee by
wire transfer in immediately available funds to the account of the Person
entitled thereto if such Person shall have so notified the Certificate Registrar
in writing at least five Business Days prior to the Record Date immediately
prior to such Distribution Date and is the registered owner of Class X
Certificates the aggregate Initial Certificate Principal Balance of which is in
excess of a 66% Percentage Interest of the Class X Certificates, or by check
mailed by first class mail to the address of the Person entitled thereto, as
such name and address shall appear on the Certificate Register, provided that
the Certificate Registrar may deduct a reasonable wire transfer fee from any
payment made by wire transfer. Notwithstanding the above, the final distribution
on this Certificate will be made after due notice by the Trustee of the pendency
of such distribution and only upon presentation and surrender of this
Certificate at the office or agency appointed by the Trustee for that purpose as
provided in the Agreement.
This Certificate is one of a duly authorized issue of Certificates
designated as ABFC Mortgage Loan Asset-Backed Certificates of the Series
specified on the face hereof (herein called the "Certificates") and representing
the Percentage Interest specified on the face hereof.
The Class X Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Collection Account and the Distribution Account
may be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of advances made, or
certain expenses incurred, with respect to the Mortgage Loans.
The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, either Servicer, the Trustee and the rights of the Certificateholders
under the Agreement at any time by the Depositor, each Servicer and the Trustee
with the consent of the Holders of Certificates entitled to the Voting Rights
identified in the agreement. Any such consent by the Holder of this Certificate
shall be conclusive and binding on such Holder and upon all future Holders of
this Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent is
made upon this Certificate. The Agreement also permits the amendment thereof, in
certain limited circumstances, without the consent of the Holders of any of the
Certificates.
As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices or agencies appointed by the Trustee as provided in the
Agreement, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Trustee and
the Certificate Registrar duly executed by, the Holder hereof or such Holder's
attorney duly authorized in writing, and thereupon one or more new Certificates
of the same Class in authorized denominations evidencing the same aggregate
Percentage Interest will be issued to the designated transferee or transferees.
The Certificates are issuable in fully registered form only without
coupons in Classes and denominations representing Percentage Interests specified
in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.
No transfer of this Certificate shall be made unless that transfer
is made pursuant to an effective registration statement under the 1933 Act and
effective registration or qualification under applicable state securities laws,
or is made in a transaction that does not require such registration or
qualification. In the event that a transfer is to be made without registration
or qualification, the Certificate Registrar shall require, in order to assure
compliance with such laws, either (i) that the Certificateholder desiring to
effect the transfer and such Certificateholder's prospective transferee each
execute a representation letter in the form described by the Agreement
certifying to the Certificate Registrar the facts surrounding the transfer, or
(ii) that the Depositor and the Certificate Registrar shall require an Opinion
of Counsel satisfactory to them that such transfer may be made without such
registration or qualification, which Opinion of Counsel shall not be an expense
of the Depositor, the Trustee or the Certificate Registrar, in their respective
capacities as such. None of the Depositor, the Certificate Registrar nor the
Trustee is obligated to register or qualify the Class of Certificates specified
on the face hereof under the 1933 Act or any other securities law or to take any
action not otherwise required under the Agreement to permit the transfer of such
Certificates without registration or qualification. Any such Certificateholder
desiring to effect such transfer shall, and does hereby agree to, indemnify the
Trustee, the Depositor, the Certificate Registrar and each Servicer against any
liability that may result if the transfer is not so exempt or is not made in
accordance with such federal and state laws.
No transfer of a Certificate or any interest therein may be made to
employee benefit plans and certain other retirement plans and arrangements,
including individual retirement accounts and annuities, Xxxxx plans and
collective investment funds and separate accounts in which such plans, accounts
or arrangements are invested that are subject to the fiduciary responsibility
provisions of ERISA and Section 4975 of the Code ("Plans") or any person who is
directly or indirectly purchasing the Certificate or interest therein on behalf
of, as named fiduciary of, as trustee of, or with assets of a Plan.
No service charge will be made for any such registration of transfer
or exchange of Certificates, but the Trustee may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection with any transfer or exchange of Certificates.
The Depositor, each Servicer, the Trustee and the Certificate
Registrar and any agent of the Depositor, either Servicer, the Trustee or the
Certificate Registrar may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and none of the Depositor,
either Servicer, the Trustee, the Certificate Registrar nor any such agent shall
be affected by notice to the contrary.
The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts
held by or on behalf of the Trustee and required to be paid to them pursuant to
the Agreement following the earlier of (i) the final payment or other
liquidation (or any advance with respect thereto) of the last Mortgage Loan
remaining in the Trust Fund, and (ii) the purchase by the party designated in
the Agreement at a price determined as provided in the Agreement from the Trust
Fund of all Mortgage Loans and all property acquired in respect of such Mortgage
Loans. The Agreement permits, but does not require, the party designated in the
Agreement to purchase from the Trust Fund all Mortgage Loans and all property
acquired in respect of any Mortgage Loan at a price determined as provided in
the Agreement. The exercise of such right will effect early retirement of the
Certificates; however, such right to purchase is subject to the aggregate
Principal Balance of the Mortgage Loans at the time of purchase being 10% or
less of the Cut-off Date Aggregate Principal Balance.
The recitals contained herein shall be taken as statements of the
Depositor and the Trustee assumes no responsibility for their correctness.
Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.
Dated:
BANKERS TRUST COMPANY OF CALIFORNIA, N.A.,
as Trustee
By:
---------------------------------------
Authorized Officer
CERTIFICATE OF AUTHENTICATION
-----------------------------
This is one of the Class X Certificates referred to in the within-
mentioned Agreement.
BANKERS TRUST COMPANY OF CALIFORNIA, N.A.,
as Certificate Registrar
By:
---------------------------------------
Authorized Signatory
ABBREVIATIONS
The following abbreviations, when used in the inscription on the
face of this instrument, shall be construed as though they were written out in
full according to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT - Custodian
---------
TEN ENT - as tenants by the entireties (Cust) (Minor)
under Uniform
JT TEN - as joint tenants with right Gifts to
of survivorship and not as Minors Act
tenants in common ________________
(State)
Additional abbreviations may also be used though not in the above
list.
ASSIGNMENT
----------
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) _____________________________________________
a Percentage Interest equal to ____% evidenced by the within asset-backed
Certificate and hereby authorize(s) the registration of transfer of such
interest to assignee on the Certificate Register of the Trust Fund.
I (we) further direct the Certificate Registrar to issue a new
Certificate of a like Percentage Interest and Class to the above named assignee
and deliver such Certificate to the following address:
_______________________________________________________________________________
Dated:
---------------------------------------
Signature by or on behalf of assignor
---------------------------------------
Signature Guaranteed
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 ______________________________________
This information is provided by _______________________________________________,
the assignee named above, or ________________________________________, as its
agent.
EXHIBIT 13
EXHIBIT C-5
[FORM OF CLASS P CERTIFICATE]
THIS CLASS P CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), OR THE SECURITIES
LAWS OF ANY STATE. ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS
CERTIFICATE WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY
IN A TRANSACTION THAT DOES NOT REQUIRE SUCH REGISTRATION OR
QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF
THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER
RETIREMENT ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED, OR THE CODE WILL BE REGISTERED EXCEPT
IN COMPLIANCE WITH THE PROCEDURES DESCRIBED HEREIN.
ABFC MORTGAGE LOAN ASSET-BACKED CERTIFICATES
SERIES 2001-AQ1, CLASS P
evidencing a beneficial ownership interest in a portion of a Trust Fund
consisting primarily of a pool of conventional fixed-rate one- to four-family
first lien mortgage loans formed and sold by
ASSET BACKED FUNDING CORPORATION
Series 2001-AQ1, Class P Trustee: Bankers Trust Company of
California, N.A.
Date of Pooling and Servicing Agreement: Closing Date: March 29, 2001
March 29, 2001
First Distribution Date: April 20, 2001
No.
Percentage Interest: 100%
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
ASSET BACKED FUNDING CORPORATION, EITHER SERVICER, THE TRUSTEE OR ANY
OF THEIR AFFILIATES. THIS CERTIFICATE IS NOT GUARANTEED BY ANY AGENCY
OR INSTRUMENTALITY OF THE UNITED STATES.
This certifies that __________________________________ is the
registered owner of a Percentage Interest set forth above in that certain
beneficial ownership interest evidenced by all the Class P Certificates in the
Trust Fund created pursuant to a Pooling and Servicing Agreement, dated as
specified above (the "Agreement"), among Asset Backed Funding Corporation
(hereinafter called the "Depositor," which term includes any successor entity
under the Agreement), Ameriquest Mortgage Company ("Ameriquest") and the
Trustee, as amended by Amendment No. 1, dated as of June [ ], 2001 among the
Depositor, Ameriquest, Xxxxxx Loan Servicing LP ("Xxxxxx") and the Trustee, a
summary of certain of the pertinent provisions of which is set forth hereafter.
To the extent not defined herein, the capitalized terms used herein have the
meanings assigned in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, distributions will be made
on the 20th day of each month or, if such 20th day is not a Business Day, the
Business Day immediately following (a "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered on the last Business Day of the month immediately
preceding the month in which the related Distribution Date occurs (the "Record
Date"), from Prepayment Charges and Servicer Prepayment Charge Payment Amounts
in the Distribution Account in an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the amount required to be distributed
to the Holders of Class P Certificates on such Distribution Date pursuant to the
Agreement.
All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by or on behalf of the Trustee by
wire transfer in immediately available funds to the account of the Person
entitled thereto if such Person shall have so notified the Certificate Registrar
in writing at least five Business Days prior to the Record Date immediately
prior to such Distribution Date and is the registered owner of Class P
Certificates the aggregate Initial Certificate Principal Balance of which is in
excess of a 66% Percentage Interest of the Class P Certificates, or by check
mailed by first class mail to the address of the Person entitled thereto, as
such name and address shall appear on the Certificate Register, provided that
the Certificate Registrar may deduct a reasonable wire transfer fee from any
payment made by wire transfer. Notwithstanding the above, the final distribution
on this Certificate will be made after due notice by the Trustee of the pendency
of such distribution and only upon presentation and surrender of this
Certificate at the office or agency appointed by the Trustee for that purpose as
provided in the Agreement.
This Certificate is one of a duly authorized issue of Certificates
designated as ABFC Mortgage Loan Asset-Backed Certificates of the Series
specified on the face hereof (herein called the "Certificates") and representing
the Percentage Interest specified on the face hereof.
The Class P Certificates are limited in right of payment to
Prepayment Charges received on the Mortgage Loans and Servicer Prepayment Charge
Payment Amounts, all as more specifically set forth herein and in the Agreement.
As provided in the Agreement, withdrawals from the Collection Account and the
Distribution Account may be made from time to time for purposes other than
distributions to Certificateholders, such purposes including reimbursement of
advances made, or certain expenses incurred, with respect to the Mortgage Loans.
The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, either Servicer, the Trustee and the rights of the Certificateholders
under the Agreement at any time by the Depositor, each Servicer and the Trustee
with the consent of the Holders of Certificates entitled to the Voting Rights
identified in the agreement. Any such consent by the Holder of this Certificate
shall be conclusive and binding on such Holder and upon all future Holders of
this Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent is
made upon this Certificate. The Agreement also permits the amendment thereof, in
certain limited circumstances, without the consent of the Holders of any of the
Certificates.
As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices or agencies appointed by the Trustee as provided in the
Agreement, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Trustee and
the Certificate Registrar duly executed by, the Holder hereof or such Holder's
attorney duly authorized in writing, and thereupon one or more new Certificates
of the same Class in authorized denominations evidencing the same aggregate
Percentage Interest will be issued to the designated transferee or transferees.
The Certificates are issuable in fully registered form only without
coupons in Classes and denominations representing Percentage Interests specified
in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.
No transfer of this Certificate shall be made unless that transfer
is made pursuant to an effective registration statement under the 1933 Act and
effective registration or qualification under applicable state securities laws,
or is made in a transaction that does not require such registration or
qualification. In the event that a transfer is to be made without registration
or qualification, the Certificate Registrar shall require, in order to assure
compliance with such laws, either (i) that the Certificateholder desiring to
effect the transfer and such Certificateholder's prospective transferee each
execute a representation letter in the form described by the Agreement
certifying to the Certificate Registrar the facts surrounding the transfer, or
(ii) that the Depositor and the Certificate Registrar shall require an Opinion
of Counsel satisfactory to them that such transfer may be made without such
registration or qualification, which Opinion of Counsel shall not be an expense
of the Depositor, the Trustee or the Certificate Registrar, in their respective
capacities as such. None of the Depositor, the Certificate Registrar nor the
Trustee is obligated to register or qualify the Class of Certificates specified
on the face hereof under the 1933 Act or any other securities law or to take any
action not otherwise required under the Agreement to permit the transfer of such
Certificates without registration or qualification. Any such Certificateholder
desiring to effect such transfer shall, and does hereby agree to, indemnify the
Trustee, the Depositor, the Certificate Registrar and each Servicer against any
liability that may result if the transfer is not so exempt or is not made in
accordance with such federal and state laws.
No transfer of a Certificate or any interest therein may be made to
employee benefit plans and certain other retirement plans and arrangements,
including individual retirement accounts and annuities, Xxxxx plans and
collective investment funds and separate accounts in which such plans, accounts
or arrangements are invested that are subject to the fiduciary responsibility
provisions of ERISA and Section 4975 of the Code ("Plans") or any person who is
directly or indirectly purchasing the Certificate or interest therein on behalf
of, as named fiduciary of, as trustee of, or with assets of a Plan.
No service charge will be made for any such registration of transfer
or exchange of Certificates, but the Certificate Registrar may require payment
of a sum sufficient to cover any tax or other governmental charge that may be
imposed in connection with any transfer or exchange of Certificates.
The Depositor, each Servicer, the Trustee and the Certificate
Registrar and any agent of the Depositor, either Servicer, the Trustee or the
Certificate Registrar may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and none of the Depositor,
either Servicer, the Trustee, the Certificate Registrar nor any such agent shall
be affected by notice to the contrary.
The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts
held by or on behalf of the Trustee and required to be paid to them pursuant to
the Agreement following the earlier of (i) the final payment or other
liquidation (or any advance with respect thereto) of the last Mortgage Loan
remaining in the Trust Fund, and (ii) the purchase by the party designated in
the Agreement at a price determined as provided in the Agreement from the Trust
Fund of all Mortgage Loans and all property acquired in respect of such Mortgage
Loans. The Agreement permits, but does not require, the party designated in the
Agreement to purchase from the Trust Fund all Mortgage Loans and all property
acquired in respect of any Mortgage Loan at a price determined as provided in
the Agreement. The exercise of such right will effect early retirement of the
Certificates; however, such right to purchase is subject to the aggregate
Principal Balance of the Mortgage Loans at the time of purchase being 10% or
less of the Cut-off Date Aggregate Principal Balance.
The recitals contained herein shall be taken as statements of the
Depositor and the Trustee assumes no responsibility for their correctness.
Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.
Dated:
BANKERS TRUST COMPANY OF CALIFORNIA, N.A.,
as Trustee
By:
---------------------------------------
Authorized Officer
CERTIFICATE OF AUTHENTICATION
-----------------------------
This is one of the Class P Certificates referred to in the within-
mentioned Agreement.
BANKERS TRUST COMPANY OF CALIFORNIA, N.A.,
as Certificate Registrar
By:
---------------------------------------
Authorized Signatory
ABBREVIATIONS
The following abbreviations, when used in the inscription on the
face of this instrument, shall be construed as though they were written out in
full according to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT - Custodian
---------
TEN ENT - as tenants by the entireties (Cust) (Minor)
under Uniform
JT TEN - as joint tenants with right Gifts to
of survivorship and not as Minors Act
tenants in common ________________
(State)
Additional abbreviations may also be used though not in the above
list.
ASSIGNMENT
----------
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) _____________________________________________
a Percentage Interest equal to ____% evidenced by the within asset-backed
Certificate and hereby authorize(s) the registration of transfer of such
interest to assignee on the Certificate Register of the Trust Fund.
I (we) further direct the Certificate Registrar to issue a new
Certificate of a like Percentage Interest and Class to the above named assignee
and deliver such Certificate to the following address:
_______________________________________________________________________________
Dated:
---------------------------------------
Signature by or on behalf of assignor
---------------------------------------
Signature Guaranteed
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 ______________________________________
This information is provided by _______________________________________________,
the assignee named above, or ________________________________________, as its
agent.
EXHIBIT 14
EXHIBIT E
FORM OF REQUEST FOR RELEASE OF DOCUMENTS
To: Bankers Trust Company of California, N.A., as Trustee
0000 Xxxx Xx. Xxxxxx Xxxxx
Xxxxx Xxx, XX 00000
Attn: Trust Administration: BA01A1
Re: Pooling and Servicing Agreement dated as of March 29, 2001 among
Asset Backed Funding Corporation, as depositor, Ameriquest
Mortgage Company, as servicer and Bankers Trust Company of
California, N.A., as trustee.
----------------------------------------------------------------
All capitalized terms used herein shall have the means ascribed to
them in the Pooling and Servicing Agreement, as amended by Amendment No. 1,
dated as of June [ ], 2001 among the Depositor, Ameriquest, Xxxxxx and the
Trustee (the "Agreement") referenced above.
In connection with the administration of the Mortgage Loans held by
you as Trustee pursuant to the Agreement, we request the release, and hereby
acknowledge receipt, of the Trustee's Mortgage File for the Mortgage Loan
described below, for the reason indicated.
Mortgage Loan Number:
--------------------
Mortgagor Name, Address & Zip Code:
----------------------------------
Reason for Requesting Documents (check one):
--------------------------------------------
_____ 1. Mortgage Paid in Full
_____ 2. Foreclosure
_____ 3. Substitution
_____ 4. Other Liquidation (Repurchases, etc.)
_____ 5. Nonliquidation Reason:
-----------------------------
By:
---------------------------------
(authorized signer)
Issuer:
-----------------------------
Address:
----------------------------
----------------------------
Date:
-------------------------------
Custodian
---------
Bank One Trust Company, N.A.
Please acknowledge the execution of the above request by your
signature and date below:
------------------------------------ --------------------
Signature Date
Documents returned to Custodian:
------------------------------------ --------------------
Custodian Date
EXHIBIT 15
EXHIBIT F-3
FORM OF RECEIPT OF MORTGAGE NOTE
Asset Backed Funding Corporation
000 Xxxxx Xxxxx Xxxxxx
00xx Xxxxx
Xxxxxxxxx, X.X. 00000
Re: ABFC Mortgage Loan Asset-Backed Funding Certificates,
Series 2001-AQ1
-----------------------------------------------------
Ladies and Gentlemen:
Pursuant to Section 2.01 of the Pooling and Servicing Agreement,
dated as of March 29, 2001, among Asset Backed Funding Corporation, as
depositor, Ameriquest Mortgage Company, as servicer, and Bankers Trust Company
of California, N.A., as trustee (the "Trustee"), as amended by Amendment No. 1,
dated as of June [ ], 2001 among the Depositor, Ameriquest, Xxxxxx and the
Trustee, we hereby acknowledge the receipt of the original Mortgage Note (a copy
of which is attached hereto as Exhibit 1) with any exceptions thereto listed on
Exhibit 2.
BANKERS TRUST COMPANY OF CALIFORNIA, N.A.,
as Trustee
By:
---------------------------------------
Name:
Title:
EXHIBIT 16
EXHIBIT I
FORM OF ERISA REPRESENTATION
Asset Backed Funding Corporation
000 Xxxxx Xxxxx Xxxxxx
00xx Xxxxx
Xxxxxxxxx, X.X. 00000
Bankers Trust Company of California, N.A., as Certificate Registrar
0000 Xxxx Xx. Xxxxxx Xxxxx
Xxxxx Xxx, XX 00000
Re: ABFC Mortgage Loan Asset-Backed Funding Certificates,
Series 2001-AQ1
-------------------------------------------------------------
Ladies and Gentlemen:
1. [The undersigned is the ______________________ of (the
"Transferee") a [corporation duly organized] and existing under the laws of
__________, on behalf of which he makes this affidavit.] [The undersigned,
___________________, is the transferee (the "Transferee").]
2. The Transferee hereby acknowledges that under the terms of the
Pooling and Servicing Agreement (the "Agreement") among Asset Backed Funding
Corporation, as depositor (the "Depositor"), Ameriquest Mortgage Company, as
servicer and Bankers Trust Company of California, N.A., as trustee (the
"Trustee") as amended by Amendment No. 1, dated as of June [ ], 2001 among the
Depositor, Ameriquest, Xxxxxx and the Trustee, no transfer of the
ERISA-Restricted Certificates shall be permitted to be made to any person unless
the Depositor and the Certificate Registrar (as defined in the Agreement) have
received a certificate from such transferee in the form hereof.
3. The Transferee is not an employee benefit plan subject to Section
406 or Section 407 of the Employee Retirement Income Security Act of 1974, as
amended ("ERISA"), or Section 4975 of the Internal Revenue Code of 1986, as
amended (the "Code"), the Trustee of any such plan or a person acting on behalf
of any such plan nor a person using the assets of any such plan or (ii) (except
in the case of the Class R or Class X Certificates) is an insurance company
which is purchasing such 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 such Certificates are covered under Sections I and III of PTCE 95-60.
Capitalized terms used but not defined herein shall have the
meanings ascribed to such terms in the Agreement.
IN WITNESS WHEREOF, the Transferee has executed this certificate.
------------------------------------
[Transferee]
By:
---------------------------------
Name:
Title:
EXHIBIT 17
EXHIBIT K
FORM OF RESIDUAL CERTIFICATE TRANSFER AFFIDAVIT
ABFC MORTGAGE LOAN ASSET-BACKED CERTIFICATES, SERIES 2001-AQ1
STATE OF )
) ss.:
COUNTY OF )
The undersigned, being first duly sworn, deposes and says as
follows:
1. The undersigned is [an officer of] ____________________, the
proposed Transferee of an Ownership Interest in a Class R Certificates (the
"Certificates") issued pursuant to the Pooling and Servicing Agreement, (the
"Agreement"), relating to the above-referenced Certificates, among Asset Backed
Funding Corporation, as depositor, Ameriquest Mortgage Company, as servicer and
Bankers Trust Company of California, N.A., as trustee (the "Trustee") as amended
by Amendment No. 1, dated as of June [ ], 2001 among the Depositor, Ameriquest,
Xxxxxx and the Trustee. Capitalized terms used, but not defined herein shall
have the meanings ascribed to such terms in the Agreement. The Transferee has
authorized the undersigned to make this affidavit on behalf of the Transferee.
2. The Transferee is, as of the date hereof, and will be, as of the
date of the Transfer, a Permitted Transferee. The Transferee is acquiring its
Ownership Interest in the Certificates either (i) for its own account or (ii) as
nominee, trustee or agent for another Person and has attached hereto an
affidavit from such Person in substantially the same form as this affidavit. The
Transferee has no knowledge that any such affidavit is false.
3. The Transferee has been advised of, and understands that (i) a
tax will be imposed on Transfers of the Certificates to Persons that are not
Permitted Transferees; (ii) such tax will be imposed on the transferor, or, if
such Transfer is through an agent (which includes a broker, nominee or
middleman) for a Person that is not a Permitted Transferee, on the agent; and
(iii) the Person otherwise liable for the tax shall be relieved of liability for
the tax if the subsequent Transferee furnished to such Person an affidavit that
such subsequent Transferee is a Permitted Transferee and, at the time of
Transfer, such Person does not have actual knowledge that the affidavit is
false.
4. The Transferee has been advised of, and understands that a tax
will be imposed on a "pass-through entity" holding the Certificates if at any
time during the taxable year of the pass-through entity a Person that is not a
Permitted Transferee is the record holder of an interest in such entity. The
Transferee understands that such tax will not be imposed for any period with
respect to which the record holder furnishes to the pass-through entity an
affidavit that such record holder is a Permitted Transferee and the pass-through
entity does not have actual knowledge that such affidavit is false. (For this
purpose, a "pass-through entity" includes a regulated investment company, a real
estate investment trust or common trust fund, a partnership, trust or estate,
and certain cooperatives and, except as may be provided in Treasury Regulations,
persons holding interests in pass-through entities as a nominee for another
Person.)
5. The Transferee has reviewed the provisions of Section 5.02(d) of
the Agreement and understands the legal consequences of the acquisition of an
Ownership Interest in the Certificates including, without limitation, the
restrictions on subsequent Transfers and the provisions regarding voiding the
Transfer and mandatory sales. The Transferee expressly agrees to be bound by and
to abide by the provisions of Section 5.02(d) of the Agreement and the
restrictions noted on the face of the Certificates. The Transferee understands
and agrees that any breach of any of the representations included herein shall
render the Transfer to the Transferee contemplated hereby null and void.
6. The Transferee agrees to require a Transfer Affidavit from any
Person to whom the Transferee attempts to Transfer its Ownership Interest in the
Certificates, and in connection with any Transfer by a Person for whom the
Transferee is acting as nominee, trustee or agent, and the Transferee will not
Transfer its Ownership Interest or cause any Ownership Interest to be
Transferred to any Person that the Transferee knows is not a Permitted
Transferee. In connection with any such Transfer by the Transferee, the
Transferee agrees to deliver to the Trustee a certificate substantially in the
form set forth in this Exhibit K to the Agreement (a "Transferor Certificate")
to the effect that such Transferee has no actual knowledge that the Person to
which the Transfer is to be made is not a Permitted Transferee.
7. The Transferee does not have the intention to impede the
assessment or collection of any tax legally required to be paid with respect to
the Certificates.
8. The Transferee's taxpayer identification number is ____________.
9. The Transferee is a U.S. Person as defined in Code Section
7701(a)(30).
10. The Transferee is aware that the Certificates may be a
"noneconomic residual interest" within the meaning of proposed Treasury
regulations promulgated pursuant to the Code and that the transferor of a
noneconomic residual interest will remain liable for any taxes due with respect
to the income on such residual interest, unless no significant purpose of the
transfer was to impede the assessment or collection of tax.
11. *[The Transferee has computed any consideration paid to it to
acquire the Class R Certificate in accordance with proposed U.S. Treasury
Regulations Sections 1.860E-1(a)(4)(iii) and 1.860E-1(c)(5) (or, after they have
been finalized, the final regulations) by computing present values using a
discount rate equal to the applicable Federal rate prescribed by Section 1274(d)
of the Code, compounded semi-annually.]
[The Transferee has computed any consideration paid to it to acquire the
Class R Certificate in accordance with proposed U.S. Treasury Regulations
Sections 1.860E-1(a)(4)(iii) and 1.860E-1(c)(5) (or, after they have been
finalized, the final regulations) by computing present values using a discount
rate at least equal to the rate at which the Transferee regularly borrows, in
the ordinary course of its trade of business, substantial funds from unrelated
third parties. The Transferee has provided all information necessary to
demonstrate to the transferor that it regularly borrows at such rate.]
[The transfer of the Class R Certificate complies with Section 6 of
Revenue Procedure 2001-12 (the "Revenue Procedure"), 2001-3 I.R.B. 335 (January
16, 2001) (or comparable provisions of applicable final U.S. Treasury
Regulations) and, accordingly,
(i) the Transferee is an "eligible corporation," as defined in Section
860L(a)(2) of the Code, as to which income from Class R Certificate
will only be taxed in the United States;
(ii) at the time of the transfer, and at the close of the Transferee's
two fiscal years preceding the year of the transfer, the Transferee
had gross assets for financial reporting purposes )excluding any
obligation of a person related to the Investor within the meaning of
Section 860L(g) of the Code) in excess of $100 million and net
assets in excess of $10 million;
(iii) the Transferee will transfer the Class R Certificate only to another
"eligible corporation," as defined in Section 860(a)(2) of the Code,
in a transaction that satisfies the requirements of Section 4 of the
Revenue Procedure; and
(iv) the Transferee determined the consideration paid to it to acquire
the Class R Certificate based on reasonable market assumptions
(including, but not limited to, borrowing and investment rates,
prepayment and loss assumptions, expense and reinvestment
assumptions, tax rates and other factors specific to the Transferee)
that it has determined in good faith.]
--------
* Insert appropriate paragraph, if applicable.
12. The Transferee is not an employee benefit plan that is subject
to ERISA or a plan that is subject to Section 4975 of the Code, nor are we
acting on behalf of such a plan.
IN WITNESS WHEREOF, the Transferee has caused this instrument to be
executed on its behalf, pursuant to authority of its Board of Directors, by its
duly authorized officer and its corporate seal to be hereunto affixed, duly
attested, this ____ day of ____________, 20__ .
[NAME OF TRANSFEREE]
By:
---------------------------------
Name:
Title:
[Corporate Seal]
ATTEST:
[Assistant] Secretary
Personally appeared before me the above-named , known or proved to
me to be the same person who executed the foregoing instrument and to be the of
the Transferee, and acknowledged that he executed the same as his free act and
deed and the free act and deed of the Transferee.
Subscribed and sworn before me this ____ day of ___________ , 20__.
------------------------------------
NOTARY PUBLIC
My Commission expires the ___ day
of ______________, 20__.
EXHIBIT 18
EXHIBIT Q
FORM OF SPECIAL SERVICING AGREEMENT
SPECIAL SERVICING AGREEMENT
This Special Servicing Agreement (the "Agreement") is made and entered into by
and between Banc of America Mortgage Capital Corporation (the "Purchaser"),
Ameriquest Mortgage Company (the "Seller" and the "Servicer"), Asset Backed
Funding Corporation (the "Depositor"), Bankers Trust Company of California, N.A.
(the "Trustee"), and Xxxxxx Loan Servicing LP (the "Special Servicer" and
"Xxxxxx") with respect to the PSA Agreement listed in the Recitals set forth
below. The Purchaser, the Seller, the Servicer, the Depositor, the Trustee, and
Xxxxxx shall sometimes be referred to herein together as "the Parties" and
individually as a "Party."
RECITALS
A. On or about September 11, 2000 the Purchaser and Seller, entered into a
written Commitment Letter whereby the Purchaser agreed to purchase and Seller
agreed to sell certain service retained residential mortgage loans ("Trade 1
Mortgage Loans") on a flow delivery basis.
B. On or about December 6, 2000 the Purchaser and Seller, entered into a written
Commitment Letter whereby the Purchaser agreed to purchase and Seller agreed to
sell certain service retained residential mortgage loans ("Trade 2 Mortgage
Loans") on a flow delivery basis.
C. On or about March 29, 2001, the Purchaser transferred certain Trade 1
Mortgage Loans and certain Trade 2 Mortgage Loans (collectively the "Mortgage
Loans") to the Depositor in conjunction with the securitization of the Mortgage
Loans by the Depositor under the ABFC Mortgage Loan Asset-Backed Certificates,
Series 2001-AQ1 (the "Trust"). The Servicer was retained to service the Mortgage
Loans pursuant to the terms of a Pooling and Servicing Agreement (the "PSA
Agreement") dated March 29, 2001 entered into by and between the Depositor, the
Servicer and the Trustee.
D. In connection with the purchase by Credit-Based Asset Servicing and
Securitization LLC ("C-BASS") of certain classes of certificates of the Trust,
C-BASS, the Purchaser and the Depositor have now requested that the Servicer
relinquish its right to service those Mortgage Loans that are or become a
"Delinquent Loan" (as defined in paragraph 1 of Exhibit A attached hereto) to
the Special Servicer as the designee of C-BASS. Although not obligated to
relinquish its servicing right, the Servicer is willing to release its right to
service Mortgage Loans that are or become Delinquent Loans to the Special
Servicer upon the terms and conditions set forth herein. Accordingly, the
Parties agree as follows:
AGREEMENT
WHEREFORE, in light of the above Recitals which are incorporated herein by this
reference, and for good and valuable consideration, the receipt of which is
hereby acknowledged, the Parties agree as follows:
I. TERMS
A. On or before June 29, 2001, each Party shall execute this Agreement and
provide a fully executed original of this Agreement to each other Party.
B. On or before June 29, 2001, the Purchaser shall pay to the Servicer a fee in
the amount agreed to by the Purchaser and the Servicer in a separate fee letter
dated the date hereof by wire transfer in immediately available funds to the
bank account identified by the Servicer immediately below:
The Chase Manhattan Bank, Houston, Texas
ABA# 000000000
Credit: Ameriquest Mortgage Company
Credit Account # 00100911313
C. On or before the date the PSA Agreement is amended as described in the
immediately following paragraph D, the Purchaser and/or the Depositor shall
obtain the Rating Agencies' written approval of the amendment to the PSA
Agreement providing for the transfer of servicing of Delinquent Loans to the
Special Servicer as contemplated herein.
D. On or before June 29, 2001, and subject to receipt of the Rating Agencies'
written approval as set forth in paragraph C above, the Purchaser, the Depositor
and the Special Servicer shall cause the PSA Agreement to be amended to reflect
that: (1) all Delinquent Loans shall be subject to a transfer of servicing to
the Special Servicer and shall be serviced by the Servicer pending transfer to
the Special Servicer in accordance with the PSA Agreement and the further
provisions of Exhibit A hereto; (2) upon the transfer of servicing of a
Delinquent Loan to the Special Servicer, the Special Servicer shall be the
"Servicer" with respect to such transferred Delinquent Loans for all purposes of
the PSA Agreement and the Servicer shall have no further obligation to service
the transferred Delinquent Loans (including but not limited to reporting and
remitting obligations); and (3) the Special Servicer shall be entitled to earn a
special servicing fee for its servicing of some or all of the Delinquent Loans.
E. Upon completion of all conditions set forth in the preceding paragraphs A
through D, the Servicer shall commence, and continue monthly thereafter, the
servicing transfer of Delinquent Loans to the Special Servicer pursuant to the
servicing transfer procedures agreed to by the Servicer and the Special Servicer
and acknowledged by the Trustee as set forth in Exhibit A hereto. Should the
Special Servicer or C-BASS fail to pay any amounts required under the
reimbursement obligations of the Special Servicer and C-BASS set forth in this
Agreement and /or Exhibit A, the Servicer may terminate this Agreement with
respect to all Delinquent Loans that have not already been transferred to the
Special Servicer. In such event: (1) the Servicer shall advise all Parties of
the events leading to such termination and provide one business day's notice
prior to termination to allow the Parties an opportunity to cure the Special
Servicer's default(s) under this Agreement; provided however, that neither the
Depositor, the Purchaser nor the Trustee shall have an affirmative obligation to
cure any default of the Special Servicer under this Agreement, (2) the Servicer
shall remain as the servicer for any Delinquent Loans not previously
transferred, (3) the Special Servicer shall remain as the servicer of all
Delinquent Loans previously transferred and (4) all servicing obligations
(whether those of the Special Servicer or the Servicer) shall continue to be
governed by the PSA Agreement.
F. Upon completion of all conditions set forth in the preceding paragraphs A
through D, all obligations of the Servicer under the PSA Agreement as to a
Mortgage Loan that has or subsequently becomes designated as a Delinquent Loan
shall be transferred to the Special Servicer (as of the related service transfer
date) and the Servicer shall have no liability for servicing such Delinquent
Loan following the transfer of servicing related thereto and no liability
whatsoever for the Special Servicer's failure to satisfy any servicing
obligations (including reporting and remitting obligations) related to a
Delinquent Loan as set forth in the PSA Agreement.
G. Servicer agrees to indemnify and hold harmless all Parties hereto and each of
their respective affiliates and their officers, directors, employees, agents and
advisors (each for purposes of this paragraph an "Indemnified Party") from and
against any and all third party claims, damages, losses, liabilities and
expenses that may be incurred by, or asserted, or awarded against any
Indemnified Party as a result of such third party claim in each case resulting
from or arising out of any breach of the Servicer in this Agreement and any
breach of its obligations as the "Servicer" of a Delinquent Loan (prior to the
related servicing transfer date) under the PSA Agreement, except to the extent
such claim, damage, loss, liability or expense is the result of such Indemnified
Party's negligence or willful misconduct or is the result of a claim made by
Servicer against the Indemnified Party and Servicer is ultimately the successful
party in any resulting litigation or arbitration.
H. The Special Servicer agrees to indemnify and hold harmless all Parties hereto
and each of their respective affiliates and their officers, directors,
employees, agents and advisors (each for purposes of this paragraph an
"Indemnified Party") from and against any and all third party claims, damages,
losses, liabilities and expenses that may be incurred by, or asserted, or
awarded against any Indemnified Party as a result of such third party claim in
each case resulting from or arising out of any breach of the Special Servicer in
this Agreement and any breach of its obligations as the "Servicer" (on or after
the related servicing transfer date) of a Delinquent Loan under the PSA
Agreement, except to the extent such claim, damage, loss, liability or expense
is the result of such Indemnified Party's negligence or willful misconduct or is
the result of a claim made by the Special Servicer against the Indemnified Party
and the Special Servicer is ultimately the successful party in any resulting
litigation or arbitration.
I. The Purchaser agrees to indemnify and hold harmless all Parties hereto and
each of their respective affiliates and their officers, directors, employees,
agents and advisors (each for purposes of this paragraph an "Indemnified Party")
from and against any and all third party claims, damages, losses, liabilities
and expenses that may be incurred by, or asserted, or awarded against any
Indemnified Party as a result of such third party claim in each case resulting
from or arising out of the amendment to the PSA Agreement as contemplated by
this Agreement (excluding any claim arising out of or related to the Special
Servicer's servicing activities) , except to the extent such claim, damage,
loss, liability or expense is the result of such Indemnified Party's negligence
or willful misconduct or is the result of a claim made by the Purchaser against
the Indemnified Party and Purchaser is ultimately the successful party in any
resulting litigation or arbitration.
J. This Agreement is exclusive to Xxxxxx, as the designated special servicer for
C-BASS, and may not be assigned or otherwise transferred to a third party
without the Depositor's and the Servicer's express written consent (which
consent may be withheld by either in its sole discretion). By its execution
below, the Servicer consents to the appointment of Xxxxxx as the special
servicer on behalf of C-BASS.
K In conjunction with its appointment as Special Servicer, Xxxxxx agrees at all
times during the term of its appointment as Special Servicer under this
Agreement that it will not at any time, directly or indirectly, permit its
Adjusted GAAP Net Worth at any date to be less that $10,000,000.00. In the event
Xxxxxx fails to comply with the prior sentence, the Servicer shall be entitled
to terminate this Special Servicing Agreement. Any such termination shall be
preceded by written notice to all Parties to this Agreement and to the Rating
Agencies. Xxxxxx shall provide unaudited quarterly and audited annual financial
statements to the Servicer to confirm its compliance with this minimum net worth
covenant. Such financial statements shall be sent to the attention of the
Director of Capital Markets at the following address: Ameriquest Mortgage
Company 0000 Xxxx & Xxxxxxx Xxxx, Xxxxx 0000, Xxxxxx, Xxxxxxxxxx 00000. To the
extent that the Servicer fails to receive such financial statements in a timely
manner, the Servicer shall provide notice to Xxxxxx and C-BASS in order to have
an additional copy of the financial statements sent promptly.
L. The Special Servicer may terminate this Agreement upon 30 days written notice
to the Purchaser, the Depositor, the Servicer, the Trustee, and the Rating
Agencies. In the event of such termination, Delinquent Loans previously
transferred to the Special Servicer shall remain subject to the PSA Agreement,
as amended.
M. The Depositor or the Trustee may terminate this Agreement in the event (1)
the Special Servicer is subject to an Event of Default under Section 7.01 of the
PSA Agreement, or (2) any Rating Agency withdraws its approval of the Special
Servicer or this Agreement or any rating assigned to the Special Servicer. Such
termination shall be preceded by written notice to all Parties to this Agreement
and to the Rating Agencies.
N. Upon reasonable notice, the Servicer shall have the right to request a third
party audit of the Special Servicer's activities related to its servicing of the
Delinquent Loans in accordance with the PSA Agreement and industry standards (to
the extent not in consistent with the PSA Agreement). Any such audit shall be
conducted by an independent third party experienced in the auditing of
residential mortgage loan servicing activities mutually acceptable to the
parties (the "Independent Reviewer"), or if the Servicer and Special Servicer
cannot agree on an independent third party, the Depositor shall select the
Independent Reviewer. In the event the Independent Reviewer concludes that the
Special Servicer has failed to service the Delinquent Loans in accordance with
the PSA Agreement in all material respects, the Servicer shall have the right to
terminate this Agreement. Any such termination shall be preceded by written
notice to all Parties to this Agreement and to the Rating Agencies. The costs
incurred by the Independent Reviewer shall be the obligation of the Servicer;
provided however, if the Independent Reviewer concludes that the Special
Servicer has failed to service the Delinquent Loans in accordance with the PSA
Agreement, the Special Servicer shall be obligated to pay all costs incurred by
the Independent Reviewer.
N. Except as otherwise required to carry out the terms of this Agreement
(including without limitation, the filing of an amendment to the PSA Agreement
containing this Agreement as an exhibit thereto with the Securities and Exchange
Commission), the Parties shall keep the terms of this Agreement confidential and
shall not reveal or discuss the nature, terms or existence of this Agreement to
any person or entity other than a Party to this Agreement.
II. MISCELLANEOUS PROVISIONS
A. The Agreement shall be effective on June 29, 2001.
B. This Agreement is and shall be binding upon and inure to the benefit of the
Parties hereto and their respective successors and assigns.
C. This Agreement shall be governed by the substantive laws of the State of New
York and the obligations, rights and remedies of the Parties hereunder shall be
determined in accordance with such laws.
D. The Agreement may be executed by signatures on more than one counterpart, and
if so executed, the various counterparts shall be and constitute one instrument
for all purposes. For convenience, the several signature pages may be collected
and annexed to one or more copies to form complete counterparts.
E. This Agreement may only be modified, amended or canceled by the mutual
agreement of the Parties in a writing signed by the Parties.
F This Agreement, together with the Exhibits attached hereto, and the amended
PSA Agreement are integrated and contains the entire understanding between the
Parties concerning the matters addressed herein. All prior negotiations,
understandings and agreements concerning such matters are merged into this
instrument.
G. The Parties have each participated in the drafting of the Agreement and
Exhibits hereto after consulting with counsel. No language in the Agreement
shall be presumptively construed in favor of or against any of the Parties based
solely upon who drafted such language.
H. The headings used herein are descriptive only and are not controlling over
the content of each paragraph.
I. The Agreement is fully and voluntarily entered into by the Parties. Each
Party states that it has read the Agreement and has obtained the advice of
counsel in understanding its meaning and consequence.
J. Each Party to this Agreement shall bear his, her or its own costs and
attorneys' fees in connection with this Agreement.
[SIGNATURES FOLLOW]
IN WITNESS WHEREOF, the Parties hereto have signed this Agreement with the
full intent to be bound thereby, effective as of the date set forth in Section
II A hereinabove.
AMERIQUEST MORTGAGE COMPANY,
AS SELLER and SERVICER
By________________________________
Name______________________________
Title_____________________________
BANC OF AMERICA
MORTGAGE CAPITAL CORPORATION,
AS PURCHASER
By________________________________
Name______________________________
Title_____________________________
ASSETBACKEDFUNDING CORPORATION,
AS DEPOSITOR
By________________________________
Name______________________________
Title_____________________________
BANKERS TRUST COMPANY OF
CALIFORNIA, N.A., SOLELY AS TRUSTEE
AND NOT IN ITS INDIVIDUAL CAPACITY
By________________________________
Name______________________________
Title_____________________________
XXXXXX LOAN SERVICING LP,
AS XXXXXX AND SPECIAL SERVICER
By________________________________
Name______________________________
Title_____________________________
ACCEPTED AND AGREED as to
Section I paragraph E and Exhibit A
CREDIT-BASED ASSET SERVICING
AND SECURITIZATION LLC,
AS C-BASS
By________________________________
Name______________________________
Title_____________________________
EXHIBIT A
SERVICE RELEASE PROCEDURES
In conjunction with that Special Servicing Agreement dated as of June29, 2001,
Ameriquest Mortgage Company ("AMC") and Xxxxxx Loan Servicing LP ("Xxxxxx")
agree to the following service release procedures
1. On the 2nd calendar day of each month (the "Report Month") AMC will
prepare a report (the "Preliminary Tape") to the Trustee and Xxxxxx
identifying all loans (the "Delinquent Loans") that have either become 60
days delinquent or filed for Bankruptcy in the preceding Collection
Period, measured as of the close of business on the last day of such
Collection Period. (The Collection Period extends from the 2nd of one
month through the 1st; of the next month. For example, a Preliminary Tape
prepared on May 2nd would cover the Collection Period of April 2nd through
May 1.) Delinquency is measured as of the close of business on the due
date following the due date related to the unpaid monthly payment
(commonly referred to as the "OTS methodology"). By way of example, a
Mortgage Loan that fails to make its March 1, 2001 payment and any
payments coming due thereafter will be 60 days delinquent, and therefore a
Delinquent Loan, as of the close of business on May 1, 2001.
2. The Preliminary Tape will contain the information set forth on Annex 1
attached hereto for all Delinquent Loans arising in the prior collection
period and will be released to the Trustee and Xxxxxx no later than the
5th calendar day of the Report Month. All Delinquent Loans identified on
the Preliminary Tape will be designated for service release to Xxxxxx and
put in a "pending service release pool" by AMC. Once a Mortgage Loan hits
a service release trigger described in paragraph 1 above and becomes
designated as a Delinquent Loan, it will be transferred to Xxxxxx even if
it cures the delinquency while in the pending service release pool. There
will be no "oops" notices canceling the servicing transfer.
3. During the time period a Delinquent Loan is pending servicing release AMC
will continue its standard servicing and collection procedures without
direction from Xxxxxx, but will not retain outside counsel or a trustee
service to commence a foreclosure action. Thus AMC will post payments
received, process payoffs, make collection calls, send NOI letters, enter
into forbearance agreements, accept short sales and accept short payoffs
for the Delinquent Loans where such action is appropriate under the PSA
Agreement. In the instance of a Bankruptcy filing AMC will be obligated to
retain counsel on behalf of the Trust to respond to the filing
notwithstanding that the Delinquent Loan is or will be slated for a
transfer of servicing shortly. Xxxxxx will accept AMC's retention of
bankruptcy counsel (without its prior approval) and Xxxxxx or C-BASS shall
assume all obligations to pay such counsel for their fees (regardless of
whether incurred before or after the related servicing transfer date);
provided however, nothing contained herein will prevent Xxxxxx or C-BASS
from negotiating a reduction of those fees with such counsel. Upon Xxxxxx'
request AMC will provide Xxxxxx with a list of AMC's approved Bankruptcy
Counsel.
4. On or before the 15th calendar day of the Report Month AMC will send out
the servicing transfer notice (as further described in paragraph 7 (a)
below) advising borrowers that the servicing related to their Delinquent
Loan will be transferred to Xxxxxx as of the 2nd calendar day of the
following month (the "Transfer Month").
5. On the second Business Day following the Determination Date (as defined in
the PSA) of the Report Month AMC will report to the Trustee for the last
Collection Period (i.e. April 2 through May 1). This report will include
the Delinquent Loans pending service release to Xxxxxx. Any remittances
related to the Delinquent Loans under this remittance report will also be
made by Ameriquest.
6. On the 2nd calendar day (or succeeding Business Day if the 2nd is not a
Business Day) of the Transfer Month AMC will provide Xxxxxx and the
Trustee with a updated report of the Preliminary Tape information (the
"Wire Tape") showing all outstanding advances (P&I, servicing and escrow),
servicing fees and accrued but unpaid ancillary income related to the
Delinquent Loans which is to be remitted by Xxxxxx or C-BASS (jointly and
severally) to AMC prior to the servicing transfer. This report will
reflect all matters on the system as of the end of the last preceding
Business Day. Within two hours after Litton's receipt of the Wire Tape,
Xxxxxx or C-BASS will wire the funds designated therein to Ameriquest at
the following bank account:
The Chase Manhattan Bank, Houston, Texas
ABA# 000000000
Credit: Ameriquest Mortgage Company
Credit Account # 00100911313
In the event, Xxxxxx or C-BASS erroneously wires excess funds to AMC, AMC
shall return such funds to Xxxxxx by wire within four hours after
confirmation of the error (provided such is during normal business hours
enabling AMC to send wires). AMC acknowledges that Xxxxxx must receive the
Wire Tape by 12:00 p.m. central time to meet the wiring cut-off time of
its lending institutions. Xxxxxx acknowledges that AMC's receipt of the
wire of funds in the correct amount referenced immediately above is a
condition precedent to the transfer of servicing of any Delinquent Loan.
7. On the 2nd calendar day of the Transfer Month (or such later date as may
be applicable) following receipt of the wire of funds from Xxxxxx
referenced in the preceding paragraph, AMC will service release the
Delinquent Loans to Xxxxxx pursuant to the procedures set forth
immediately below. On the applicable Servicing Transfer Date, Xxxxxx shall
assume all servicing responsibilities related to, and AMC shall cease all
servicing responsibilities related to, the Delinquent Loans scheduled to
be transferred. In addition, on or prior to the related Servicing Transfer
Date (as appropriate) AMC shall take the following actions as it may deem
necessary or appropriate to effectuate and evidence the transfer of the
servicing of the related Delinquent Loan to Xxxxxx:
(a) Notice to Mortgagors. AMC shall mail to the Mortgagor of each
Delinquent Loan to be transferred, a written notice (the "Notice")
in a form substantially similar to that set forth in Annex 2
attached hereto and previously approved by Xxxxxx advising the
Mortgagor of the transfer of the servicing of the related Delinquent
Loan to Xxxxxx in accordance with the Xxxxxxxx Xxxxxxxx National
Affordable Housing Act of 1990. The actual date upon which the
transfer of servicing shall occur (the "Servicing Transfer Date") as
set forth in such Notice shall be no less than fifteen days
following the date of mailing of such Notice.
(b) Notice to Tax Services and Insurance Companies. AMC shall
transmit to the applicable tax services and insurance companies
and/or agents, notification of the transfer of the servicing to
Xxxxxx and instructions to deliver all notices, tax bills and
insurance statements, as the case may be, to Xxxxxx from and after
the related Servicing Transfer Date.
(c) Delivery of Servicing Records. AMC shall ship the Servicing
Files in AMC's possession relating to each Delinquent Loan to Xxxxxx
via overnight delivery within five (5) Business Days following the
related Servicing Transfer Date (it being understood that AMC may
retain a copy of the Servicing File, for its own record retention
requirements). To the extent available, the delivery of Servicing
Files will include a copy (which may be in the form of an imaged
copy in a PDF or TIF file on Disk) of the invoice previously
received by AMC related to an advance (servicing, corporate or
escrow) which was not processed by a computer down-load from the
related vendor. In addition, the ALLTEL reports identified on Annex
3, attached hereto shall be provided to Xxxxxx no later than five
(5) Business Days after the Servicing Transfer Date. All ALLTEL
reports will be provided in an electronic format. In the event
Xxxxxx should request any ALLTEL reports not identified on Annex 3
hereto, any charge assessed by ALLTEL for such reports shall be paid
by Xxxxxx.
(d) Escrow Payments. Within five (5) Business Days after the
Servicing Transfer Date, AMC shall provide Xxxxxx with immediately
available funds by wire transfer in the amount of the net Escrow
Payments and suspense balances and all loss draft balances
associated with the Delinquent Loans. AMC shall provide Xxxxxx with
an accounting statement of Escrow Payments and suspense balances and
loss draft balances sufficient to enable Xxxxxx to reconcile the
amount of such payment with the accounts of the Delinquent Loans.
(e) Payoffs and Assumptions. AMC shall provide to Xxxxxx sufficient
information for Xxxxxx to determine if there has been a payoff or
assumption of a Delinquent Loan. (Any pay-off statement previously
sent will be reflected on the pending payoff report identified on
Annex 3 hereto).
(f) Mortgage Payments received Prior to the related Servicing
Transfer Date. Prior to the related Servicing Transfer Date all
payments received by AMC on each Delinquent Loan shall be properly
applied by AMC to the account of the particular Mortgagor. Within
five (5) Business Days after the related Servicing Transfer Date AMC
shall remit by wire transfer of immediately available funds to
Xxxxxx all amounts collected under each Delinquent Loan.
(g) Mortgage Payments received on or after the related Servicing
Transfer Date. The amount of any Monthly Payments received by AMC on
or after the related Servicing Transfer Date shall be forwarded to
Xxxxxx by overnight mail within two (2) Business Days after receipt.
AMC shall notify Xxxxxx of the particulars of the payment, which
notification requirement shall be satisfied if AMC forwards with its
payment all information provided by the Mortgagor in conjunction
with its payment. Mortgagor payments received more than 180 days
after the related Servicing Transfer Date may be returned to the
Mortgagor with notice of the name and address of the successor
servicer.
(h) NSF Payments and other charges. In the event that any check is
returned to AMC based on insufficient funds or the Mortgagor's stop
payment order after the related Delinquent Loan's Servicing Transfer
Date, Xxxxxx or C-BASS shall reimburse AMC the face amount of such
check within five (5) Business Days from demand. In addition, if
following the service release of a Delinquent Loan AMC receive
invoices for work performed on the Delinquent Loan prior to its
service release, Xxxxxx or C-BASS will be obligated to reimburse AMC
for all such costs, charges and fees within five (5) Business Days
after receipt of a request for reimbursement (which request will to
the extent available include a copy of the related invoice).
(i) IRS Forms. AMC shall prepare and file all IRS forms 1098, 1099
and other applicable forms and reports which are required to be
filed with respect to the period prior to the related Servicing
Transfer Date in relation to the servicing and ownership of the
Delinquent Loans. Xxxxxx shall prepare and file all such reports
with respect to any period commencing on or after the related
Servicing Transfer Date.
(j) Costs. All costs incurred in the servicer release of the
Delinquent Loans shall be borne by Xxxxxx or C-BASS and Xxxxxx or
C-BASS will be obligated to reimburse AMC for all such costs,
charges and fees within five (5) Business Days after receipt of a
request for reimbursement. Such costs shall include, but are not
limited to, shipping, copying, computer screen printing and
completion of any transfer documents necessary to effect the
servicing transfer and are estimated to be no more than $25.00 per
Delinquent Loan, excluding document preparation and recordation
costs.
8. On the second Business Day following the Determination Date (as defined in
the PSA) of the Transfer Month AMC will report to the Trustee and Xxxxxx
on the Delinquent Loans for the last Collection Period. However, Xxxxxx
will have the obligation to advance any remittance (including P&I
advances) identified in such remittance report to the Trustee. Commencing
with the third month and each month thereafter, Xxxxxx will report
directly to the Trustee (with an electronic copy of all such reports to
AMC) on the Delinquent Loans which were service released to it in any
prior Collection Period. In addition, Xxxxxx will provide AMC (at AMC's
cost) with any other information related to the performance of the
specially serviced pool of Delinquent Loans that may be requested by AMC
from time to time, provided such information is readily available in
Litton's computer systems. The parties agree that the information
identified on the Performance Tape fields set forth on Annex 4 hereto is
readily available from Litton's servicing system and at a minimum, Xxxxxx
will provide the information noted in the Performance Tape Fields and the
AMC loan number in the form of one or more reports on a monthly basis,
within five (5) Business Days after the end of the preceding month, at no
cost to AMC. AMC shall have no obligation to report on any Delinquent Loan
previously service released in any prior Collection Period or to
incorporate Xxxxxx' reports into AMC's. AMC and Xxxxxx will each
individually report and remit directly to the Trustee on the loans they
are servicing.
9. By the Trustee's acknowledgement below, the Trustee agrees to cause the
PSA Agreement to be amended to reflect the transfer of servicing provided
for herein and specifically to provide that: (1) AMC shall have no
obligation to report to the Trustee on any Delinquent Loan previously
service released in any prior Collection Period or to incorporate Xxxxxx'
reports into AMC's, (2) AMC and Xxxxxx will each individually report and
remit directly to the Trustee on the Mortgage Loans they are servicing,
and (3) upon the transfer of servicing as to any Delinquent Loan to
Xxxxxx, Xxxxxx will have all the servicing rights and obligations set
forth in the PSA Agreement, including the right to obtain the release of
collateral files related to Delinquent Loans Xxxxxx is servicing from the
custodian.
10. To the extent that any day referenced in the preceding paragraphs is not a
Business Day, the required action shall be carried out on the next
succeeding Business Day unless noted otherwise in the related section.
IN WITNESS WHEREOF, the Parties hereto have signed these Service Release
Procedures with the full intent to be bound thereby, effective as of the date
set forth in Section II A of that certain Special Servicing Agreement dated June
29, 2001.
AMERIQUEST MORTGAGE COMPANY,
"AMC"
By________________________________
Name______________________________
Title_____________________________
XXXXXX LOAN SERVICING LP,
"SPECIAL SERVICER"
By________________________________
Name______________________________
Title_____________________________
ACKNOWLEDGED AND APPROVED:
BANKERS TRUST COMPANY OF
CALIFORNIA, N.A., SOLELY AS TRUSTEE
AND NOT IN ITS INDIVIDUAL CAPACITY
By________________________________
Name______________________________
Title_____________________________
ACKNOWLEDGED AND AGREED:
With respect to Items 3, 6, 7(h) and 7(j)
CREDIT-BASED ASSET SERVICING
AND SECURITIZATION LLC,
"C-BASS"
By________________________________
Name______________________________
Title_____________________________
ANNEX 1
PRELIMINARY TAPE FIELDS
ANNEX 2
FORM OF SERVICING TRANSFER NOTICE
AMERIQUEST MORTGAGE COMPANY
000 X. Xxxx Xxxxxx, Xxx. 0000, Xxxxxx, XX 00000-0000
(000) 000-0000
NOTICE OF ASSIGNMENT, SALE OR TRANSFER OF SERVICING RIGHTS
Borrower Name
Borrower Name
Street Address
City, state, zip
AMC LOAN NO. XXXXXXXXXX
You are hereby notified that the servicing of your mortgage loan, that is, the
right to collect payments from you is being assigned, sold or transferred from
Ameriquest Mortgage Company to Xxxxxx Loan Servicing LP effective {transfer
date}.
The assignment, sale or transfer of the servicing of the mortgage loan does not
affect any term or condition of the mortgage instruments, other than terms
directly related to the servicing of your loan.
Except in limited circumstances, the law requires that your present servicer
send you this notice at least 15 days before the effective date of transfer, or
at closing. Your new servicer must also send you this notice no later than 15
days after this effective date or at closing.
Your present servicer is Ameriquest Mortgage Company. If you have any questions
relating to the transfer of servicing from your present servicer, call the
Customer Service Department between 8:00 a.m. and 5:00 p.m. Monday through
Friday at (000) 000-0000.
Your new servicer will be Xxxxxx Loan Servicing LP
The business address of your new servicer is:
(CORRESPONDENCE) (PAYMENTS)
Xxxxxx Loan Servicing XX Xxxxxx Loan Servicing LP
0000 Xxxx Xxxxxxx, Xxx 000 P.0. Box 4528
Houston, Texas 77056-5923 Xxxxxxx, Xxxxx 00000-0000
The toll-free telephone number of your new servicer is (000) 000-0000. If you
have any questions relating to the transfer of servicing to your new servicer
call Customer Service between 8:00 a-m. and 5:00 p.m. CST Monday through Friday.
The date that your present servicer will stop accepting payments from you is
{day before transfer date}. The date that your new servicer will start accepting
payments from you is {transfer date}. Send all payments due on or after that
date to your new servicer.
Page 1 of 2
NOTICE OF ASSIGNMENT, SALE OR TRANSFER OF SERVICING RIGMTS
Page 2 of 2
The transfer of servicing rights will affect the terms of or the continued
availability of mortgage life or disability insurance or any other type of
optional insurance in the following manner:
Policy will be cancelled on transfer date.
You should also be aware of the following information, which is set out in more
detail in Section 6 of the Real Estate Settlement Procedures Act (RESPA) (12
U.S.C. 2605):
During the 60-day period following the effective date of the transfer of the
loan servicing, a loan payment received by your old servicer before its due date
may not be treated by the new loan servicer as late, and a fee may not be
imposed on you.
Section 6 of RESPA (12 U.S.C, 2605) gives you certain consumer rights. If you
send a "qualified written request" to our loan servicer concerning the servicing
of your loan, your servicer must provide you with a written acknowledgement
within 20 Business Days of receipt of your request. A "qualified written
request" is a written correspondence, other than notice on a payment coupon or
other payment medium supplied by the servicer, which includes your name and
account number, and your reasons for the request. (If you want to send a
"qualified written request" regarding the servicing of your loan, it must be
sent to this address; Ameriquest Mortgage Company, Xxx 00000, Xxxxx Xxx, XX
00000-0000.)
Not later than 60 Business Days after receiving your request, your servicer must
make any appropriate corrections to your account, and must provide you with a
written clarification regarding any dispute. During this 60-Business Day period,
your servicer may not provide information to a consumer reporting agency
concerning any overdue payment related to such period or qualified written
request. However, this does not prevent the servicer from initiating foreclosure
if proper grounds exist under the mortgage documents. A business day is a day on
which the offices of the business entity are open to the public for carrying on
substantially all of its business functions. Section 6 of RESPA also provides
for damages and costs for individuals or classes of individuals in circumstances
where services are shown to have violated the requirements of that Section. You
should seek legal advice if you believe your rights have been violated.
PRESENT SERVICER: AMERIQUEST MORTGAGE COMPANY {mailing date}
Date
FUTURE SERVICER: XXXXXX LOAN SERVICING LP {transfer date}
Date
ANNEX 3
SERVICE RELEASE ALLTEL REPORTS
The following Alltel reports will be provided to Xxxxxx within 5 Business Days
following the related Servicing Transfer Date:
T309 History Tape
10P Tax/Hazard Insurance Listing
19M Insurance Notification
1LF Flood Insurance Listing
4CV Force Place Insurance
10N Service Released by Old Inv
2FW Foreclosure Workstation
309 Master Ledger Record
2FT Foreclosure Trial Balance
4TB Transfer Trial Balance
54F Escrow Analysis Report
10S Mortgage Insurance List
1AT Escrow Open Items
4TN Pending Payoff Report
1BW Bankruptcy Workstation
45C Customer Account Activity
54E Collection Activity
5SB Bankruptcy Trial Balance
ANNEX 4
PERFORMANCE TAPE FIELDS
