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Underwriting Agreement

 

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Title:

Underwriting Agreement

Entities:

Abfc Asset-Backed Certificates Series 2003-Wmc1; Banc of America Securities LLC; JPMorgan Chase Bank; McGraw-Hill Companies Inc.; Bank of America, NA

Date:

2003

Size:

Preview shows 5KB of 83KB total

Price:

$51

ID:

#1480228

 

 

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                             UNDERWRITING AGREEMENT



New York, New York
November 21, 2003

Banc of America Securities LLC
214 North Tryon Street
Charlotte, North Carolina 28255

Bear, Stearns & Co. Inc.
383 Madison Avenue
New York, New York 10179

Countrywide Securities Corporation
4500 Park Granada
Calabasas, California 91302

Ladies and Gentlemen:

Asset Backed Funding Corporation (the "Company"), proposes to sell to
the underwriters named in Schedule II hereto (collectively, the "Underwriters"
and each, an "Underwriter") the principal amount of the ABFC Asset-Backed
Certificates, Series 2003-WMC1, identified in Schedule I hereto (the
"Securities"), to be issued under a pooling and servicing agreement, to be dated
as of November 1, 2003 (the "Pooling and Servicing Agreement"), among the
Company, as depositor, HomEq Servicing Corporation, as servicer (the
"Servicer"), and JPMorgan Chase Bank, as trustee (the "Trustee").

Each class of Securities listed in Schedule I hereto will represent an
undivided beneficial ownership interest in the ABFC 2003-WMC1 Trust (the
"Trust"). The assets of the Trust will include, among other things, a pool of
conventional fixed and adjustable rate, one- to four-family first and second
lien residential mortgage loans (the "Mortgage Loans") transferred to the
Company pursuant to a mortgage loan purchase agreement, dated as of November 25,
2003 (the "Mortgage Loan Purchase Agreement"), between Bank of America, N.A.
("BofA") and the Company, and by the Company to the Trust pursuant to the
Pooling and Servicing Agreement. This Underwriting Agreement shall hereinafter
be referred to as the "Agreement." This Agreement, the Pooling and Servicing
Agreement and the Mortgage Loan Purchase Agreement are collectively hereinafter
referred to as the "Basic Documents." Capitalized terms used herein and not
otherwise defined shall have the respective meanings ascribed thereto in the
Pooling and Servicing Agreement.

1. Representations and Warranties. The Company represents and warrants
to, and agrees with, each Underwriter that:

(a) The Company meets the requirements for use of Form S-3 under
the Securities Act of 1933, as amended (the "Act"), and has filed with the
Securities and Exchange Commission (the "Commission") a registration statement
on such form (the file number of which is set forth in Schedule I hereto), which
has been declared effective by the Commission, for the registration under the
Act of the Securities. Such registration statement, as amended to the date

<PAGE>

of this Agreement, meets the requirements set forth in Rule 415(a)(1) under the
Act and complies in all other material respects with said Rule. The Company
proposes to file with the Commission pursuant to Rule 424 under the Act a
supplement to the form of prospectus included in such registration statement
relating to the Securities and the plan of distribution thereof and has
previously advised the Underwriters of all further information (financial and
other) with respect to the Company to be set forth therein. Such registration
statement, including the exhibits thereto, as amended to the date of this
Agreement, is hereinafter called the "Registration Statement"; such prospectus
in the form in which it appears in the Registration Statement is hereinafter
called the "Basic Prospectus"; and such supplemented form of prospectus, in the
form in which it shall be filed with the Commission pursuant to Rule 424
(including the Basic Prospectus as so supplemented) is hereinafter called the
"Final Prospectus." Any reference herein to the Registration Statement, the
Basic Prospectus or the Final Prospectus shall be deemed to refer to and include
the documents incorporated by reference therein pursuant to Item 12 of Form S-3
which were filed under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), on or before the date of this Agreement, or the issue date of
the Basic Prospectus or the Final Prospectus, as the case may be; and any
reference herein to the terms "amend," "amendment" or "supplement" with respect
to the Registration Statement, the Basic Prospectus or the Final Prospectus
shall be deemed to refer to and include the filing of any document under the
Exchange Act after the date of this Agreement, or the issue date of the Basic
Prospectus or the Final Prospectus, as the case may be, and deemed to be
incorporated therein by reference pursuant to Item 12 of Form S-3 under the Act.

(b) As of the date hereof, when the Final Prospectus is first
filed pursuant to Rule 424 under the Act, when, prior to the Closing Date (as
hereinafter defined), any amendment to the Registration Statement becomes
effective (including the filing of any document incorporated by reference in the

 

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