SUBSEQUENT TRANSFER INSTRUMENT
Exhibit 4.2
SUBSEQUENT TRANSFER INSTRUMENT
Pursuant to this Subsequent Transfer Instrument, dated December 16, 2005 (the “Instrument”), between Asset Backed Funding Corporation as seller (the “Depositor”), and Xxxxx Fargo Bank, N.A. as trustee of the ABFC Asset-Backed Certificates, Series 2005-WMC1, as purchaser (the “Trustee”), and pursuant to the Pooling and Servicing Agreement, dated as of September 1, 2005 (the “Pooling and Servicing Agreement”), among the Depositor, HomEq Servicing Corporation as Servicer and the Trustee as trustee, the Depositor and the Trustee agree to the sale by the Depositor and the purchase by the Trustee in trust, on behalf of the Trust, of the Mortgage Loans listed on the attached Schedule of Mortgage Loans (the “Subsequent Mortgage Loans”).
Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Pooling and Servicing Agreement.
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Section 1. |
Conveyance of Subsequent Mortgage Loans. |
(a) The Depositor does hereby sell, transfer, assign, set over and convey to the Trustee in trust, on behalf of the Trust, without recourse, all of its right, title and interest in and to the Subsequent Mortgage Loans, and including all amounts due on the Subsequent Mortgage Loans after the related Subsequent Cut-off Date, and all items with respect to the Subsequent Mortgage Loans to be delivered pursuant to Section 2.01 of the Pooling and Servicing Agreement; provided, however that the Depositor reserves and retains all right, title and interest in and to amounts due on the Subsequent Mortgage Loans on or prior to the related Subsequent Cut-off Date. The Depositor, contemporaneously with the delivery of this Agreement, has delivered or caused to be delivered to the Trustee each item set forth in Section 2.01 of the Pooling and Servicing Agreement. The transfer to the Trustee by the Depositor of the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule shall be absolute and is intended by the Depositor, the Servicer, the Trustee and the Certificateholders to constitute and to be treated as a sale by the Depositor to the Trust Fund.
(b) The Depositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, in, to and under the Subsequent Mortgage Loan Purchase Agreement, dated the date hereof, between the Depositor as purchaser and the Servicer as seller, to the extent of the Subsequent Mortgage Loans.
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(c) |
Additional terms of the sale are set forth on Attachment A hereto. | ||
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Section 2. |
Representations and Warranties; Conditions Precedent. |
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(a) The Depositor hereby confirms that each of the conditions precedent and the representations and warranties set forth in Section 2.04 of the Pooling and Servicing Agreement are satisfied as of the date hereof.
(b) All terms and conditions of the Pooling and Servicing Agreement are hereby ratified and confirmed; provided, however, that in the event of any conflict, the provisions of this Instrument shall control over the conflicting provisions of the Pooling and Servicing Agreement.
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Section 3. |
Recordation of Instrument. |
To the extent permitted by applicable law, this Instrument, or a memorandum thereof if permitted under applicable law, is subject to recordation in all appropriate public offices for real property records in all of the counties or other comparable jurisdictions in which any or all of the properties subject to the Mortgages are situated, and in any other appropriate public recording office or elsewhere, such recordation to be effected by the Servicer at the Certificateholders’ expense on direction of the related
Certificateholders, but only when accompanied by an Opinion of Counsel to the effect that such recordation materially and beneficially affects the interests of the Certificateholders or is necessary for the administration or servicing of the Mortgage Loans.
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Section 4. |
Governing Law. |
This Instrument shall be construed in accordance with the 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, without giving effect to principles of conflicts of law.
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Section 5. |
Counterparts. |
This Instrument may be executed in one or more counterparts and by the different parties hereto on separate counterparts, each of which, when so executed, shall be deemed to be an original; such counterparts, together, shall constitute one and the same instrument.
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Section 6. |
Successors and Assigns. |
This Instrument shall inure to the benefit of and be binding upon the Depositor and the Trustee and their respective successors and assigns.
ASSET BACKED FUNDING CORPORATION
By:________________________________________
Name:
Title:
XXXXX FARGO BANK, N.A., as Trustee for ABFC
Asset-Backed Certificates, Series 2005-WMC1
By:________________________________________
Name:
Title:
Attachments
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A. |
Additional terms of sale. |
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B. |
Schedule of Subsequent Mortgage Loans. |
ATTACHMENT A
ADDITIONAL TERMS OF SALE
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A. |
General |
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1. |
Subsequent Cut-off Date: December 1, 2005 |
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2. |
Subsequent Transfer Date: December 16, 2005 |
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3. |
Aggregate Principal Balance of the Subsequent Mortgage Loans as of the Subsequent Cut-off Date: $2,358,942.41 |
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4. |
Purchase Price: 100.00% |
B. The obligation of the Trust Fund to purchase a Subsequent Mortgage Loan on any Subsequent Transfer Date is subject to the satisfaction of the conditions set forth in the following paragraphs and the accuracy of the following representations and warranties with respect to each Subsequent Mortgage Loan determined as of the applicable Subsequent Cut-off Date: (i) such Subsequent Mortgage Loan may not be 30 or more days delinquent as of the last day of the month preceding the Subsequent Cut-off Date; (ii) the original term to stated maturity of such Subsequent Mortgage Loan will not be less than 120 months and will not exceed 360 months; (iii) the Subsequent Mortgage Loan may not provide for negative amortization; (iv) such Subsequent Mortgage Loan will not have a loan-to-value ratio greater than 100.00%; (v) such Subsequent Mortgage Loans will have, as of the Subsequent Cut-off Date, a weighted average term since origination not in excess of 360 months; (vi) such Subsequent Mortgage Loan, if a Fixed Rate Mortgage Loan, shall have a Mortgage Rate that is not less than 4.800% or greater than 12.600%; (vii) such Subsequent Mortgage Loan shall have been serviced by the Servicer since origination or the date of purchase; (viii) such Subsequent Mortgage Loan must have a first payment date occurring on or before August 1, 2005 (ix) if the Subsequent Mortgage Loan is an Adjustable Rate Mortgage Loan, the Subsequent Mortgage Loan will have a Gross Margin not less than 4.000%; (x) if the Subsequent Mortgage Loan is an Adjustable Rate Mortgage Loan, the Subsequent Mortgage Loan will have a Maximum Mortgage Rate not less than 11.000%; (xi) if the Subsequent Mortgage Loan is an Adjustable Rate Mortgage Loan, the Subsequent Mortgage Loan will have a Minimum Mortgage Rate not less than 4.000% and (xii) such Subsequent Mortgage Loan shall have been underwritten in accordance with the criteria set forth under “The Originator: Underwriting Guidelines” in the Prospectus Supplement.
C. Following the purchase of any Subsequent Group 1 Mortgage Loan by the Trust, the Group 1 Mortgage Loans (including such Subsequent Group 1 Mortgage Loans) will as of the Subsequent Cut-off Date: (i) have a weighted average original term to stated maturity of not more than 360 months; (ii) have a weighted average Mortgage Rate of not less than 6.000% and not more than 12.500%; (iii) have a Loan-to-Value Ratio of not more than 100.00%; (iv) have no Mortgage Loan with a principal balance which does not conform to Xxxxxx Xxx and Xxxxxxx Mac principal balance guidelines; (v) have a FICO score of not less than 500. In addition, the Adjustable Rate Group 1 Mortgage Loans will as of the Subsequent Cut-off Date have a Gross Margin not less than 6.000% by aggregate principal balance of the Adjustable Rate Group 1 Mortgage Loans. For purposes of the calculations described in this paragraph, percentages of the Group 1 Mortgage Loans will be based on the Principal Balance of the Closing Date Group 1 Mortgage Loans as of the Cut-off Date and the Principal Balance of the Subsequent Group 1 Mortgage Loans as of the related Subsequent Cut-off Date.
D. Following the purchase of any Subsequent Group 2 Mortgage Loan by the Trust, the Group 2 Mortgage Loans (including such Subsequent Group 2 Mortgage Loans) will as of the Subsequent Cut-off Date: (i) have a weighted average original term to stated maturity of not more than 360 months; (ii) have a weighted average Mortgage Rate of not less than 5.000% and not more than 13.000%; (iii) have a Loan-to-Value Ratio of not more than 100.00%; (iv) have no Mortgage Loan with a principal
balance in excess of $999,999; (v) have a FICO score of not less than 500. In addition, the Adjustable Rate Group 2 Mortgage Loans will have a Gross Margin not less than 4.000% by aggregate principal balance of the Adjustable Rate Group 2 Mortgage Loans. For purposes of the calculations described in this paragraph, percentages of the Group 2 Mortgage Loans will be based on the Principal Balance of the Closing Date Group 2 Mortgage Loans as of the Cut-off Date and the Principal Balance of the Subsequent Group 2 Mortgage Loans as of the related Subsequent Cut-off Date.
E. Notwithstanding the foregoing, any Subsequent Mortgage Loan may be rejected by (i) the NIMs Insurer, if any, or (ii) any Rating Agency if the inclusion of such Subsequent Mortgage Loan would adversely affect the ratings on any class of Certificates.
ATTACHMENT B
SCHEDULE OF SUBSEQUENT MORTGAGE LOANS
Loanid Homeq Loanid Name Status COBAL XXXX RATE ORATE --------- ------------- --------- ------------ ------------ ------------ ------- -------- 11229628 323889469 Prefunding 518,566.94 520,000.00 6.375 6.375 11210342 323867499 Prefunding 372,105.62 374,000.00 6.99 6.99 11207965 323864330 Prefunding 108,426.24 108,800.00 9.625 9.625 11195049 323850545 Prefunding 42,645.61 42,750.00 10.49 0 11210483 323867796 Prefunding 26,918.56 27,000.00 10.25 0 11200520 323855650 Prefunding 385,046.98 386,000.00 6.775 6.775 11165520 323839639 Prefunding 337,500.00 337,500.00 6.25 6.25 11193724 323849489 Prefunding 457,469.17 459,000.00 6.25 6.25 11188464 323846378 Prefunding 68,776.25 69,000.00 9.9 0 11217248 323877548 Prefunding 41,487.04 41,600.00 9.99 0 Loanid PANDI OTERM CORTERM FPDATE NDDATE S_MATDATE Original Combined LTV --------- ----------- -------- -------- ---------- ----------- ------------ --------------------- 11229628 2,998.19 360 354 7/1/2005 10/1/2005 6/1/2035 80 11210342 2,485.72 360 354 7/1/2005 12/1/2005 6/1/2035 85 11207965 924.79 360 353 6/1/2005 11/1/2005 5/1/2035 85 11195049 390.73 180 174 7/1/2005 12/1/2005 6/1/2020 95 11210483 241.95 180 173 6/1/2005 12/1/2005 5/1/2020 100 11200520 2,335.90 360 354 7/1/2005 12/1/2005 6/1/2035 89.98 11165520 1,757.81 360 353 6/1/2005 1/1/2006 5/1/2035 90 11193724 2,605.92 360 353 6/1/2005 12/1/2005 5/1/2035 90 11188464 600.43 180 173 6/1/2005 12/1/2005 5/1/2020 100 11217248 364.76 180 174 7/1/2005 10/1/2005 6/1/2020 100 Loanid Combined LTV w SS OAPPVAL LAPPVAL SALESPRICE LIEN PURPOSE --------- ------------------ ------------- ----------- ----------- -------- ----------- 11229628 100 650,000.00 650,000.00 0 1 Purchase 11210342 85 440,000.00 440,000.00 0 1 C/O Refi 11207965 85 128,000.00 128,000.00 0 1 Purchase 11195049 95 285,000.00 285,000.00 0 2 C/O Refi 11210483 100 135,000.00 135,000.00 0 2 Purchase 11200520 89.98 429,000.00 429,000.00 0 1 C/O Refi 11165520 90 375,000.00 375,000.00 0 1 Purchase 11193724 90 510,000.00 510,000.00 0 1 C/O Refi 11188464 100 345,000.00 345,000.00 0 2 Purchase 11217248 100 208,000.00 208,000.00 0 2 Purchase Loanid CITY STATE ZIP FICO PROPTYPE OCC --------- ------------- ------- --------- ------ ---------------------------- --------- 11229628 XXXXX XXXXX XX 00000 588 PUD single family( Detached) Primary 11210342 BARRINGTON NH 3825 571 Single family detached Primary 11207965 XXXXX XX 00000 520 Single family detached Primary 11195049 XXXXXXXXXX XX 00000 612 PUD single family( Detached) Primary 11210483 XXXXXXXXXX XX 00000 615 Single family detached Primary 11200520 XXXXXX XX 00000 554 Single family detached Primary 11165520 XXXXXXXX XX 00000 685 Single family detached Primary 11193724 XXXXXXXXX XX 00000 555 Single family detached Primary 11188464 XXX XXXXXXX XX 00000 690 Duplex Primary 11217248 Xxxxxx XX 00000 618 PUD single family( Detached) Primary Loanid DOC PRODTYPE INDEX DTI ---------- -------------------------------------- -------------------------- --------- -------- 11229628 Full-alt ( 24 Months Bank Statements) 2/28 6 ML 30/40 BALLOON 6ML 55.75 11210342 Limited ( 12 Months Bank Statements) 2/28 6 ML 6ML 48.87 11207965 Full ( w2 & Tax Returns) 2/28 6 ML 6ML 49.11 11195049 Streamlined - Stated ( PITI Verified) 15/30 BALLOON FIX 49.45 11210483 Full ( w2 & Tax Returns) 15/30 BALLOON FIX 30.47 11200520 Full ( w2 & Tax Returns) 2/28 6 ML 30/40 BALLOON 6ML 51.44 11165520 Stated ( Stated/Stated ) 2/28 6 ML with 5 yr IO 6ML 39.08 11193724 Full ( w2 & Tax Returns) 2/28 6 ML 30/40 BALLOON 6ML 54.29 11188464 Streamlined - Stated ( PITI Verified) 15/30 BALLOON FIX 46.26 11217248 Full ( w2 & Tax Returns) 15/30 BALLOON FIX 34.32 Loanid CONRTRDATE MARGIN CEILING COROLLTERM CAPINT CAPINI PRFRQ --------- ------------- --------- ----------- ----------- -------- ----------- -------- 11229628 6/1/2007 5.5 12.875 18 1 3 6 11210342 6/1/2007 6.5 13.49 18 1 3 6 11207965 5/1/2007 8 16.125 17 1 3 6 11195049 00/00/0000 0 0 0 0 0 0 11210483 00/00/0000 0 0 0 0 0 0 11200520 6/1/2007 6.75 13.275 18 1 3 6 11165520 5/1/2007 7.125 12.75 17 1 3 6 11193724 5/1/2007 6 12.75 17 1 1.5 6 11188464 00/00/0000 0 0 0 0 0 0 11217248 00/00/0000 0 0 0 0 0 0 Loanid RTRFRQ SERVICER FLOOR NEGAM ARMTYPE IO IOTERM SVCFEE --------- ---------- --------- ------ -------- ---------- ------- -------- -------- 11229628 6 Homeq 6.375 24 N 0 0 11210342 6 Homeq 6.99 24 N 0 0 11207965 6 Homeq 9.625 24 N 0 0 11195049 0 Homeq 0 0 N 0 0 11210483 0 Homeq 0 0 N 0 0 11200520 6 Homeq 6.775 24 N 0 0 11165520 6 Homeq 6.25 24 Y 60 0 11193724 6 Homeq 6.25 24 N 0 0 11188464 0 Homeq 0 0 N 0 0 11217248 0 Homeq 0 0 N 0 0 Loanid OPANDI Group Split ---------- ----------- ----------- 11229628 2,998.19 2 11210342 2,485.72 2 11207965 924.79 1 11195049 390.73 1 11210483 241.95 1 11200520 2,335.90 2 11165520 1,757.81 2 11193724 2,605.92 2 11188464 600.43 2 11217248 364.76 2
