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Document Preview Underwriting Agreement |
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Title: |
Underwriting Agreement |
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Entities: |
Abfc Asset Backed Certificates Series 2003-Ahl1; Banc of America Securities LLC; JPMorgan Chase Bank; McGraw-Hill Companies Inc.; Bank of America, NA |
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Date: |
2003 |
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Size: |
Preview shows 5KB of 73KB total |
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Price: |
$55 |
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ID: |
#1480245 |
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UNDERWRITING AGREEMENT
New York, New York
May 6, 2003
Banc of America Securities LLC
214 North Tryon Street
Charlotte, NC 28255
Greenwich Capital Markets, Inc.
600 Steamboat Road
Greenwich, CT 06830
Dear Sirs:
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-AHL1, identified in Schedule I hereto (the
"Securities"), to be issued under a pooling and servicing agreement, to be dated
as of April 1, 2003 (the "Pooling and Servicing Agreement"), among the Company,
as depositor, Litton Loan Servicing LP, 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-AHL1 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-lien
residential mortgage loans (the "Mortgage Loans") transferred to the Company
pursuant to a mortgage loan purchase agreement, dated as of May 8, 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 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
<PAGE>
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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