POOLING AND SERVICING AGREEMENT

Pooling and Servicing Agreement

You are currently viewing:

This Pooling and Servicing Agreement involves

ABFC Asset-Backed Certifi | DEUTSCHE BANK NATIONAL TRUST COMPANY, | WELLS FARGO BANK, N.A., | ASSET BACKED FUNDING CORPORATION,

. RealDealDocs™ contains millions of easily searchable legal documents and clauses from top law firms. Search for free - click here.

Title: POOLING AND SERVICING AGREEMENT
Governing Law: New York Date: 5/25/2005

POOLING AND SERVICING AGREEMENT, Parties: abfc asset-backed certifi , deutsche bank national trust company , wells fargo bank n.a. , asset backed funding corporation

<PAGE>

Exhibit 4.1

EXECUTION COPY

================================================================================

ASSET BACKED FUNDING CORPORATION,

DEPOSITOR

WELLS FARGO BANK, N.A.,

SERVICER

WELLS FARGO BANK, N.A.,

SECURITIES ADMINISTRATOR

AND

DEUTSCHE BANK NATIONAL TRUST COMPANY,

TRUSTEE

POOLING AND SERVICING AGREEMENT

DATED AS OF APRIL 1, 2005

ABFC 2005-WF1 TRUST

ABFC ASSET-BACKED CERTIFICATES, SERIES 2005-WF1

================================================================================

<PAGE>

TABLE OF CONTENTS

<TABLE>

Page

----

ARTICLE I DEFINITIONS 5

Section 1.01 Defined Terms. 5

Section 1.02 Accounting. 62

Section 1.03 Rights of the NIMS Insurer. 62

ARTICLE II CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES 62

Section 2.01 Conveyance of Mortgage Loans. 62

Section 2.02 Acceptance by Trustee. 65

Section 2.03 Repurchase or Substitution of Mortgage Loans by the Originator or the Seller. 66

Section 2.04 Execution of Yield Maintenance Agreements. 70

Section 2.05 Representations, Warranties and Covenants of the Servicer. 70

Section 2.06 Representations and Warranties of the Depositor. 73

Section 2.07 Issuance of Certificates and the Uncertificated Regular Interests. 74

ARTICLE III ADMINISTRATION AND SERVICING OF THE TRUST FUND 75

Section 3.01 Servicer to Act as Servicer. 75

Section 3.02 Collection of Mortgage Loan Payments. 77

Section 3.03 Realization Upon Defaulted Mortgage Loans. 77

Section 3.04 Collection Accounts, Distribution Account and Reserve Accounts. 78

Section 3.05 Permitted Withdrawals From the Collection Accounts. 83

Section 3.06 Establishment of Escrow Accounts; Deposits in Escrow Accounts. 84

Section 3.07 Permitted Withdrawals From Escrow Account. 85

Section 3.08 Payment of Taxes, Insurance and Other Charges; Collections Thereunder. 85

Section 3.09 Transfer of Accounts. 86

Section 3.10 Maintenance of Hazard Insurance. 86

Section 3.11 Maintenance of Mortgage Impairment Insurance Policy. 87

Section 3.12 Fidelity Bond, Errors and Omissions Insurance. 87

Section 3.13 Title, Management and Disposition of REO Property. 88

Section 3.14 Due-on-Sale Clauses; Assumption and Substitution Agreements. 90

Section 3.15 Notification of Adjustments. 91

Section 3.16 Optional Purchases of Mortgage Loans by Servicer. 91

Section 3.17 Trustee to Cooperate; Release of Files. 92

Section 3.18 Servicing Compensation. 93

Section 3.19 Annual Statement as to Compliance. 94

Section 3.20 Annual Independent Certified Public Accountants' Reports. 94

Section 3.21 Access to Certain Documentation and Information Regarding the Mortgage Loans. 95

</TABLE>

-i-

<PAGE>

<TABLE>

Section 3.22 Duties of Credit Risk Manager. 95

Section 3.23 Obligations of the Servicer in Respect of Compensating Interest. 95

Section 3.24 Obligations of the Servicer in Respect of Mortgage Interest Rates and Monthly Payments. 96

Section 3.25 Investment of Funds in the Collection Accounts and the Distribution Account. 96

Section 3.26 Liability of Servicer; Indemnification. 97

Section 3.27 Reports of Foreclosure and Abandonment of Mortgaged Properties. 98

Section 3.28 Protection of Assets. 98

Section 3.29 Limitation of Liability of the Credit Risk Manager. 98

Section 3.30 No Personal Solicitation. 99

Section 3.31 Periodic Filings. 99

Section 3.32 Credit Reporting; Gramm-Leach-Bliley Act. 101

Section 3.33 Maintenance of LPMI Policies; Claims. 102

ARTICLE IV FLOW OF FUNDS 102

Section 4.01 Interest Distributions. 102

Section 4.02 Distributions of Principal and Monthly Excess Cashflow Amounts. 105

Section 4.03 Allocation of Losses. 112

Section 4.04 Method of Distribution. 112

Section 4.05 Distributions on Book-Entry Certificates. 113

Section 4.06 Statements. 113

Section 4.07 Remittance Reports; Advances. 116

Section 4.08 REMIC Distributions and Allocation of Losses. 117

ARTICLE V THE CERTIFICATES 122

Section 5.01 The Certificates. 122

Section 5.02 Registration of Transfer and Exchange of Certificates. 123

Section 5.03 Mutilated, Destroyed, Lost or Stolen Certificates. 128

Section 5.04 Persons Deemed Owners. 128

Section 5.05 Appointment of Paying Agent. 128

ARTICLE VI THE SERVICER AND THE DEPOSITOR 129

Section 6.01 Liability of the Servicer and the Depositor. 129

Section 6.02 Merger or Consolidation of, or Assumption of the Obligations of, the Servicer or the

Depositor. 129

Section 6.03 Limitation on Liability of the Servicer and Others. 129

Section 6.04 Servicer Not to Resign. 130

Section 6.05 Delegation of Duties. 131

ARTICLE VII DEFAULT 131

Section 7.01 Servicer Events of Termination. 131

Section 7.02 Trustee to Act; Appointment of Successor. 133

Section 7.03 Waiver of Defaults. 134

</TABLE>

-ii-

<PAGE>

<TABLE>

Section 7.04 Notification to Certificateholders. 134

Section 7.05 Survivability of Servicer Liabilities. 135

ARTICLE VIII THE TRUSTEE 135

Section 8.01 Duties of Trustee and the Securities Administrator. 135

Section 8.02 Certain Matters Affecting the Trustee and the Securities Administrator. 137

Section 8.03 Neither the Trustee nor the Securities Administrator Liable for Certificates

or Mortgage Loans. 138

Section 8.04 Trustee and Securities Administrator May Own Certificates. 139

Section 8.05 Trustee's and Securities Administrator's Fees and Expenses. 139

Section 8.06 Eligibility Requirements for Trustee and the Securities Administrator. 140

Section 8.07 Resignation or Removal of Trustee and the Securities Administrator. 141

Section 8.08 Successor Trustee or Securities Administrator. 142

Section 8.09 Merger or Consolidation of Trustee or Securities Administrator. 142

Section 8.10 Appointment of Co-Trustee or Separate Trustee. 142

Section 8.11 Limitation of Liability. 144

Section 8.12 Trustee or Securities Administrator May Enforce Claims Without Possession of

Certificates. 144

Section 8.13 Suits for Enforcement. 145

Section 8.14 Waiver of Bond Requirement. 145

Section 8.15 Waiver of Inventory, Accounting and Appraisal Requirement. 145

Section 8.16 Appointment of Custodian. 145

ARTICLE IX REMIC AND GRANTOR TRUST ADMINISTRATION 146

Section 9.01 REMIC Administration. 146

Section 9.02 Prohibited Transactions and Activities. 148

Section 9.03 Indemnification with Respect to Certain Taxes and Loss of REMIC Status. 148

Section 9.04 REO Property. 149

Section 9.05 Grantor Trust Administration. 150

ARTICLE X TERMINATION 150

Section 10.01 Termination. 150

Section 10.02 Additional Termination Requirements. 152

ARTICLE XI MISCELLANEOUS PROVISIONS 153

Section 11.01 Amendment. 153

Section 11.02 Recordation of Agreement; Counterparts. 154

Section 11.03 Limitation on Rights of Certificateholders. 154

Section 11.04 Governing Law; Jurisdiction. 155

Section 11.05 Notices. 155

Section 11.06 Severability of Provisions. 156

Section 11.07 Article and Section References. 156

</TABLE>

-iii-

<PAGE>

<TABLE>

Section 11.08 Notice to the Rating Agencies and the NIMS Insurer. 156

Section 11.09 Further Assurances. 157

Section 11.10 Third Party Beneficiary. 158

Section 11.11 Acts of Certificateholders. 158

EXHIBITS:

Exhibit A-1 Form of Class A-1 Certificate

Exhibit A-2 Form of Class A-2A Certificate

Exhibit A-3 Form of Class A-2B Certificate

Exhibit A-4 Form of Class A-2C Certificate

Exhibit B-1 Form of Class M-1 Certificate

Exhibit B-2 Form of Class M-2 Certificate

Exhibit B-3 Form of Class M-3 Certificate

Exhibit B-4 Form of Class M-4 Certificate

Exhibit B-5 Form of Class M-5 Certificate

Exhibit B-6 Form of Class M-6 Certificate

Exhibit B-7 Form of Class M-7 Certificate

Exhibit B-8 Form of Class M-8 Certificate

Exhibit B-9 Form of Class M-9 Certificate

Exhibit B-10 Form of Class M-10 Certificate

Exhibit B-11 Form of Class B-1 Certificate

Exhibit B-12 Form of Class B-2 Certificate

Exhibit B-13 Form of Class B-3 Certificate

Exhibit C-1 Form of Class CE Certificate

Exhibit C-2 Form of Class P Certificate

Exhibit C-3 Form of Class R Certificate

Exhibit D-1 Group 1 Mortgage Loan Schedule

Exhibit D-2 Group 2 Mortgage Loan Schedule

Exhibit E Form of Request for Release of Documents

Exhibit F-1 Form of Custodian's Initial Certification

Exhibit F-2 Form of Custodian's Final Certification

Exhibit F-3 Form of Receipt of Mortgage Note

Exhibit G Mortgage Loan Purchase Agreement

Exhibit H Form of Lost Note Affidavit

Exhibit I Form of ERISA Representation

Exhibit J Form of Investment Letter

Exhibit K Form of Class R Certificate Transfer Affidavit

Exhibit L Form of Transferor Certificate

Exhibit M Monthly Information Delivered by Servicer

Exhibit N-1 Form of Yield Maintenance Agreement relating to the Class A-1

Certificates

Exhibit N-2 Form of Yield Maintenance Agreement relating to the

Class A-2A, Class A-2B and Class A-2C Certificates

Exhibit N-3 Form of Yield Maintenance Agreement relating to the Class M and

Class B Certificates

Exhibit O Form of Certification

Exhibit P-1 Form of Certification to be Provided by the Securities Administrator to the

Depositor

Exhibit P-2 Form of Certification to be Provided by the Servicer to the Depositor

Schedule I Wells Fargo Prepayment Charge Matrix

</TABLE>

-iv-

<PAGE>

ASSET BACKED FUNDING CORPORATION, as depositor (the

"Depositor"), WELLS FARGO BANK, N.A., as servicer (the "Servicer"), WELLS FARGO

BANK, N.A., as securities administrator (the "Securities Administrator") and

DEUTSCHE BANK NATIONAL TRUST COMPANY, as trustee (the "Trustee"), are entering

into this Pooling and Servicing Agreement, dated as of April 1, 2005 (the

"Agreement").

PRELIMINARY STATEMENT

The Depositor intends to sell pass-through certificates

(collectively, the "Certificates"), to be issued hereunder in multiple Classes,

which in the aggregate will evidence the entire beneficial ownership interest in

the Trust Fund created hereunder. The Certificates will consist of twenty

Classes of Certificates, designated as (i) the Class A-1, Class A-2A, Class A-2B

and Class A-2C Certificates, (ii) the Class M-1, Class M-2, Class M-3, Class

M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class M-9 and Class M-10

Certificates, (iii) the Class B-1, Class B-2 and Class B-3 Certificates, (iv)

the Class CE Certificates, (v) the Class P Certificates and (vi) the Class R

Certificate.

REMIC 1

As provided herein, the Securities Administrator will make an

election to treat the segregated pool of assets consisting of the Mortgage Loans

and certain other related assets subject to this Agreement (but exclusive of the

Yield Maintenance Agreements, the Reserve Accounts, the Cap Carryover Amounts

and the Servicer Prepayment Charge Payment Amounts) as a real estate investment

conduit (a "REMIC") for federal income tax purposes, and such segregated pool of

assets will be designated as "REMIC 1." The Class R-1 Interest will represent

the sole class of "residual interests" in REMIC 1 for purposes of the REMIC

Provisions. The following table irrevocably sets forth the designation, the

Uncertificated REMIC 1 Pass-Through Rate, the initial Uncertificated Principal

Balance, and solely for purposes of satisfying Treasury Regulations Section

1.860G-1(a)(4)(iii), the "latest possible maturity date" for each of the REMIC 1

Regular Interests. None of the REMIC 1 Regular Interests will be certificated.

<PAGE>

<TABLE>

======================================================================================================================

Uncertificated

REMIC Pass-Through Initial Uncertificated Latest Possible Maturity

Designation Rate Balance Date(1)

----------------------------------------------------------------------------------------------------------------------

LT1AA Variable(2) $ 576,046,491.90 March 25, 2035

----------------------------------------------------------------------------------------------------------------------

LT1A1 Variable(2) $ 755,850.00 March 25, 2035

----------------------------------------------------------------------------------------------------------------------

LT1A2A Variable(2) $ 1,906,330.00 March 25, 2035

----------------------------------------------------------------------------------------------------------------------

LT1A2B Variable(2) $ 1,732,270.00 March 25, 2035

----------------------------------------------------------------------------------------------------------------------

LT1A2C Variable(2) $ 480,175.00 March 25, 2035

----------------------------------------------------------------------------------------------------------------------

LT1M1 Variable(2) $ 271,795.00 March 25, 2035

----------------------------------------------------------------------------------------------------------------------

LT1M2 Variable(2) $ 171,350.00 March 25, 2035

----------------------------------------------------------------------------------------------------------------------

LT1M3 Variable(2) $ 82,725.00 March 25, 2035

----------------------------------------------------------------------------------------------------------------------

LT1M4 Variable(2) $ 59,085.00 March 25, 2035

----------------------------------------------------------------------------------------------------------------------

LT1M5 Variable(2) $ 59,085.00 March 25, 2035

----------------------------------------------------------------------------------------------------------------------

LT1M6 Variable(2) $ 62,040.00 March 25, 2035

----------------------------------------------------------------------------------------------------------------------

LT1M7 Variable(2) $ 59,090.00 March 25, 2035

----------------------------------------------------------------------------------------------------------------------

LT1M8 Variable(2) $ 50,220.00 March 25, 2035

----------------------------------------------------------------------------------------------------------------------

LT1M9 Variable(2) $ 59,085.00 March 25, 2035

----------------------------------------------------------------------------------------------------------------------

LT1M10 Variable(2) $ 44,315.00 March 25, 2035

----------------------------------------------------------------------------------------------------------------------

LT1B1 Variable(2) $ 23,635.00 March 25, 2035

----------------------------------------------------------------------------------------------------------------------

LT1B2 Variable(2) $ 26,590.00 March 25, 2035

----------------------------------------------------------------------------------------------------------------------

LT1B3 Variable(2) $ 35,450.00 March 25, 2035

----------------------------------------------------------------------------------------------------------------------

LT1ZZ Variable(2) $ 5,938,185.34 March 25, 2035

----------------------------------------------------------------------------------------------------------------------

LT1SUB Variable(2) $ 3,206.65 March 25, 2035

----------------------------------------------------------------------------------------------------------------------

LT1GRP Variable(2) $ 18,323.65 March 25, 2035

----------------------------------------------------------------------------------------------------------------------

LT2SUB Variable(2) $ 17,473.62 March 25, 2035

----------------------------------------------------------------------------------------------------------------------

LT2GRP Variable(2) $ 99,849.12 March 25, 2035

----------------------------------------------------------------------------------------------------------------------

LTXX Variable(2) $ 590,724,914.21 March 25, 2035

----------------------------------------------------------------------------------------------------------------------

LT1P Variable(2) $ 100.00 March 25, 2035

======================================================================================================================

</TABLE>

(1) Solely for purposes of Treasury Regulations Section

1.860G-1(a)(4)(iii), the Distribution Date in the month following the

maturity date for the Mortgage Loan with the latest maturity date has

been designated as the "latest possible maturity date" for each REMIC 1

Regular Interest.

(2) Calculated in accordance with the definition of "Uncertificated REMIC 1

Pass-Through Rate" herein.

The foregoing REMIC structure is intended to cause all the

cash from the Mortgage Loans to flow through REMIC 2 as cash flow on a Regular

Certificate, without creating any shortfall, actual or potential (other than for

losses), to any REMIC Regular Certificate. To the extent that the structure is

believed to diverge from such intention, the party identifying such ambiguity or

drafting error shall notify the other parties hereto, and the parties hereto

shall attempt to resolve such ambiguity or drafting error in accordance with

Section 11.01 herein.

-2-

<PAGE>

REMIC 2

As provided herein, the Securities Administrator shall make an

election to treat the segregated pool of assets consisting of the REMIC 1

Regular Interests as a REMIC for federal income tax purposes, and such

segregated pool of assets will be designated as "REMIC 2." The Class R-2

Interest represents the sole class of "residual interests" in REMIC 2 for

purposes of the REMIC Provisions.

The following table sets forth (or describes) the Class

designation, Certificate Interest Rate and Original Class Certificate Principal

Balance for each Class of Certificates comprising the interests in the Trust

Fund created hereunder:

<TABLE>

======================================================================================================================

Original Class

Certificate Principal Certificate Assumed Final

Class Balance Interest Rate Maturity Dates(20)

----------------------------------------------------------------------------------------------------------------------

A-1 $ 151,170,000 (1) January 25, 2035

----------------------------------------------------------------------------------------------------------------------

A-2A $ 381,266,000 (2) June 25, 2023

----------------------------------------------------------------------------------------------------------------------

A-2B $ 346,454,000 (3) January 25, 2033

----------------------------------------------------------------------------------------------------------------------

A-2C $ 96,035,000 (4) December 25, 2034

----------------------------------------------------------------------------------------------------------------------

M-1 $ 54,359,000 (5) November 25, 2034

----------------------------------------------------------------------------------------------------------------------

M-2 $ 34,270,000 (6) October 25, 2034

----------------------------------------------------------------------------------------------------------------------

M-3 $ 16,545,000 (7) September 25, 2034

----------------------------------------------------------------------------------------------------------------------

M-4 $ 11,817,000 (8) August 25, 2034

----------------------------------------------------------------------------------------------------------------------

M-5 $ 11,817,000 (9) July 25, 2034

----------------------------------------------------------------------------------------------------------------------

M-6 $ 12,408,000 (10) July 25, 2034

----------------------------------------------------------------------------------------------------------------------

M-7 $ 11,818,000 (11) June 25, 2034

----------------------------------------------------------------------------------------------------------------------

M-8 $ 10,044,000 (12) April 25, 2034

----------------------------------------------------------------------------------------------------------------------

M-9 $ 11,817,000 (13) February 25, 2034

----------------------------------------------------------------------------------------------------------------------

M-10 $ 8,863,000 (14) October 25, 2033

----------------------------------------------------------------------------------------------------------------------

B-1 $ 4,727,000 (15) April 25, 2033

----------------------------------------------------------------------------------------------------------------------

B-2 $ 5,318,000 (16) October 25, 2032

----------------------------------------------------------------------------------------------------------------------

B-3 $ 7,090,000 (17) October 25, 2032

----------------------------------------------------------------------------------------------------------------------

CE (18) (18) N/A

----------------------------------------------------------------------------------------------------------------------

P $100 (19) N/A

----------------------------------------------------------------------------------------------------------------------

R N/A N/A N/A

======================================================================================================================

</TABLE>

(1) 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 Group 1 Cap for such Distribution Date.

(2) Interest will accrue on the Class A-2A Certificates during each

Interest Accrual Period at a rate equal to the lesser of: (i) the Class

A-2A Pass-Through Rate and (ii) the Group 2 Cap for such Distribution

Date.

(3) Interest will accrue on the Class A-2B Certificates during each

Interest Accrual Period at a rate equal to the lesser of: (i) the Class

A-2B Pass-Through Rate and (ii) the Group 2 Cap for such Distribution

Date.

(4) Interest will accrue on the Class A-2C Certificates during each

Interest Accrual Period at a rate equal to the lesser of: (i) the Class

A-2C Pass-Through Rate and (ii) the Group 2 Cap for such Distribution

Date.

(5) 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 Pool Cap for such Distribution Date.

(6) 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 Pool Cap for such Distribution Date.

-3-

<PAGE>

(7) Interest will accrue on the Class M-3 Certificates during each Interest

Accrual Period at a rate equal to the lesser of: (i) the Class M-3

Pass-Through Rate and (ii) the Pool Cap for such Distribution Date.

(8) Interest will accrue on the Class M-4 Certificates during each Interest

Accrual Period at a rate equal to the lesser of: (i) the Class M-4

Pass-Through Rate and (ii) the Pool Cap for such Distribution Date.

(9) Interest will accrue on the Class M-5 Certificates during each Interest

Accrual Period at a rate equal to the lesser of: (i) the Class M-5

Pass-Through Rate and (ii) the Pool Cap for such Distribution Date.

(10) Interest will accrue on the Class M-6 Certificates during each Interest

Accrual Period at a rate equal to the lesser of: (i) the Class M-6

Pass-Through Rate and (ii) the Pool Cap for such Distribution Date.

(11) Interest will accrue on the Class M-7 Certificates during each Interest

Accrual Period at a rate equal to the lesser of: (i) the Class M-7

Pass-Through Rate and (ii) the Pool Cap for such Distribution Date.

(12) Interest will accrue on the Class M-8 Certificates during each Interest

Accrual Period at a rate equal to the lesser of: (i) the Class M-8

Pass-Through Rate and (ii) the Pool Cap for such Distribution Date.

(13) Interest will accrue on the Class M-9 Certificates during each Interest

Accrual Period at a rate equal to the lesser of: (i) the Class M-9

Pass-Through Rate and (ii) the Pool Cap for such Distribution Date.

(14) Interest will accrue on the Class M-10 Certificates during each

Interest Accrual Period at a rate equal to the lesser of: (i) the Class

M-10 Pass-Through Rate and (ii) the Pool Cap for such Distribution

Date.

(15) Interest will accrue on the Class B-1 Certificates during each Interest

Accrual Period at a rate equal to the lesser of: (i) the Class B -1

Pass-Through Rate and (ii) the Pool Cap for such Distribution Date.

(16) Interest will accrue on the Class B-2 Certificates during each Interest

Accrual Period at a rate equal to the lesser of: (i) the Class B -2

Pass-Through Rate and (ii) the Pool Cap for such Distribution Date.

(17) Interest will accrue on the Class B-3 Certificates during each Interest

Accrual Period at a rate equal to the lesser of: (i) the Class B -3

Pass-Through Rate and (ii) the Pool Cap for such Distribution Date.

(18) Solely for REMIC purposes, the Class CE Certificates (i) will have an

Original Class Certificate Principal Balance equal to the Initial

Overcollateralization Amount and (ii) will bear interest at its

Pass-Through Rate on the Notional Amount of the Class CE Certificates.

(19) The Class P Certificate will not bear interest.

(20) Solely for purposes of Treasury Regulations Section

1.860G-1(a)(4)(iii), March 25, 2035, which is the Distribution Date in

the month following the maturity date for the Mortgage Loan with the

latest maturity date, has been designated as the "latest possible

maturity date" for each Class of Certificates.

As of the Cut-off Date, the Group 1 Mortgage Loans had an aggregate Scheduled

Principal Balance equal to $183,236,481.48 and the Group 2 Mortgage Loans had an

aggregate Scheduled Principal Balance equal to $998,491,153.00.

-4-

<PAGE>

ARTICLE I

DEFINITIONS

Section 1.01 Defined Terms.

Whenever used in this Agreement or in the Preliminary

Statement, the following words and phrases, unless the context otherwise

requires, shall have the meanings specified in this Article. Interest on all

Classes of REMIC 1 Regular Interests will be calculated on the basis of a

360-day year consisting of twelve 30-day months. Interest on all Regular

Certificates will be calculated on the basis of the actual number of days in the

related Interest Accrual Period and a 360-day year.

"1933 Act": The Securities Act of 1933, as amended.

"60+ Day Delinquent Loan": Each Mortgage Loan (including each

Mortgage Loan in foreclosure and each Mortgage Loan for which the Mortgagor has

filed for bankruptcy after the Closing Date) with respect to which any portion

of a Monthly Payment is, as of the last day of the prior Collection Period, two

months or more past due and each Mortgage Loan relating to an REO Property.

"Account": Any of the Collection Account, the Distribution

Account, the Class A-1 Reserve Account, the Class A-2A, Class A-2B and Class

A-2C Reserve Account, the Class M and Class B Reserve Account or the Escrow

Account.

"Accrued Certificate Interest": With respect to each

Distribution Date and each Class of Class A, Class M and Class B Certificates,

an amount equal to the interest accrued at the Certificate Interest Rate

described opposite such Class in the table in the Preliminary Statement during

the related Interest Accrual Period on the Certificate Principal Balance of such

Class of Certificates, reduced by such Class' Interest Percentage of Prepayment

Interest Shortfalls (not covered by Compensating Interest) and Relief Act

Interest Shortfalls for such Distribution Date allocated to such class pursuant

to Section 4.01.

"Adjustable-Rate Mortgage Loan": A Mortgage Loan which has a

rate at which interest accrues that adjusts based on the Index plus a related

Gross Margin, as set forth and subject to the limitations in the related

Mortgage Note.

"Adjustment Date": With respect to each Adjustable-Rate

Mortgage Loan, each adjustment date on which the Mortgage Interest Rate of such

Adjustable-Rate Mortgage Loan changes pursuant to the related Mortgage Note. The

first Adjustment Date following the Cut-off Date as to each Adjustable-Rate

Mortgage Loan is set forth in the Mortgage Loan Schedules.

"Advance": As to any Mortgage Loan, any advance made by the

Servicer in respect of any Distribution Date pursuant to Section 4.07.

"Adverse REMIC Event": As defined in Section 9.01(f) hereof.

-5-

<PAGE>

"Affiliate": With respect to any Person, any other Person

controlling, controlled by or under common control with such Person. For

purposes of this definition, "control" means the power to direct the management

and policies of a Person, directly or indirectly, whether through ownership of

voting securities, by contract or otherwise and "controlling" and "controlled"

shall have meanings correlative to the foregoing.

"Aggregate Overcollateralization Release Amount": With respect

to any Distribution Date, the lesser of (i) the Principal Remittance Amount and

(ii) the Overcollateralization Release Amount.

"Agreement": This Pooling and Servicing Agreement and all

amendments and supplements hereto.

"Applicable Regulations": As to any Mortgage Loan, all

federal, state and local laws, statutes, rules and regulations applicable

thereto.

"Applied Realized Loss Amount": With respect to each

Distribution Date, the excess, if any, of (a) the aggregate of the Certificate

Principal Balances of the Class A, Class M, Class B and Class P Certificates

(after giving effect to the distribution of the Principal Distribution Amount on

such Distribution Date and any increase in any Certificate Principal Balance as

a result of Subsequent Recoveries) over (b) the Pool Balance as of the end of

the related Collection Period.

"Assignment": An assignment of Mortgage, notice of transfer or

equivalent instrument, in recordable form, which is sufficient under the laws of

the jurisdiction wherein the related Mortgaged Property is located to reflect or

record the sale of the Mortgage.

"Assignment, Assumption and Recognition Agreement": The

Assignment, Assumption and Recognition Agreement, dated April 28, 2005, among

the Depositor, the Seller and the Originator.

"Assumed Final Maturity Date": As to each Class of

Certificates, the date set forth as such in the Preliminary Statement.

"Available Funds": As to any Distribution Date, an amount

equal to the excess of (i) the sum of (a) the aggregate of the Monthly Payments

due during the related Collection Period and received on or prior to the related

Determination Date by the Servicer, (b) Liquidation Proceeds, Insurance

Proceeds, Condemnation Proceeds, Principal Prepayments, Substitution

Adjustments, the Purchase Price for any repurchased Mortgage Loan, the

Termination Price with respect to the termination of the Trust pursuant to

Section 10.01 hereof and other unscheduled recoveries of principal and interest

(excluding Prepayment Charges and Servicer Prepayment Charge Payment Amounts) in

respect of the Mortgage Loans during the related Prepayment Period, (c) the

aggregate of any amounts received in respect of an REO Property deposited in the

Collection Account for such Distribution Date, (d) any Compensating Interest for

such Distribution Date, (e) the aggregate of any Advances made by the Servicer

for such Distribution Date and (f) any Reimbursement Amount or Subsequent

Recovery deposited into the Collection Account during the related Prepayment

Period over (ii) the sum of (a) amounts reimbursable or payable to the Servicer

pursuant to Sections 3.05 or 6.03, (b) amounts reimbursable or payable to the

Trustee or the Securities Administrator pursuant to Section 8.05 or Section

9.01(c), (c) Stayed Funds, (d) the Servicing Fee and (e) amounts deposited in

the Collection Account or the Distribution Account, as the case may be, in

error.

-6-

<PAGE>

"Balloon Mortgage Loan": Each of the Mortgage Loans having an

original term to maturity that is shorter than the related amortization term.

"Bankruptcy Code": Title 11 of the United States Code, as

amended.

"Book-Entry Certificates": Any of the Certificates that shall

be registered in the name of the Depository or its nominee, the ownership of

which is reflected on the books of the Depository or on the books of a Person

maintaining an account with the Depository (directly, as a "Depository

Participant," or indirectly, as an indirect participant in accordance with the

rules of the Depository and as described in Section 5.02 hereof). On the Closing

Date, the Class A-1, Class A-2A, Class A-2B, Class A-2C, Class M-1, Class M-2,

Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class M-9,

Class M-10, Class B-1 and Class B-2 Certificates shall be Book-Entry

Certificates.

"Business Day": Any day other than a Saturday, a Sunday or a

day on which banking institutions in the State of New York, the State of

California, the city in which the offices of the Servicer are located or in the

city in which the Corporate Trust Office of the Trustee or the Securities

Administrator is located are authorized or obligated by law or executive order

to be closed.

"Cap": Any of the Group 1 Cap, the Group 2 Cap or the Pool

Cap.

"Cap Carryover Amount": If on any Distribution Date, the

Accrued Certificate Interest for any Class of Class A, Class M or Class B

Certificates is based upon a Cap, the excess of (i) the amount of interest such

Class of Certificates would have been entitled to receive on such Distribution

Date based on the related Pass-Through Rate, over (ii) the amount of interest

such Class of Certificates received on such Distribution Date based on the

related Cap, together with the unpaid portion of any such excess from prior

Distribution Dates (and interest accrued thereon at the then applicable

Pass-Through Rate on such Class of Certificates).

"Certificate": Any Regular Certificate or Class R Certificate.

"Certificate Custodian": Initially, Wells Fargo Bank, N.A.;

thereafter any other Certificate Custodian acceptable to the Depository and

selected by the Securities Administrator.

"Certificate Interest Rate": With respect to each Distribution

Date during the Interest Accrual Period and (a) each Class of Class A, Class M

and Class B Certificates, a per annum rate equal to the lesser of (i) the

related Pass-Through Rate and (ii) the applicable Cap for such Distribution Date

and (b) the Class CE Certificates, the related Pass-Through Rate.

"Certificate Owner": With respect to each Book-Entry

Certificate, any beneficial owner thereof.

-7-

<PAGE>

"Certificate Principal Balance": With respect to any Class of

Certificates (other than the Class CE and Class R Certificates) and any

Distribution Date, the Original Class Certificate Principal Balance (a) reduced

by the sum of (i) all amounts actually distributed in respect of principal of

such Class on all prior Distribution Dates and (ii) Applied Realized Loss

Amounts allocated thereto for previous Distribution Dates and (b) increased by

any Subsequent Recoveries allocated to such Class for previous Distribution

Dates. The Class R Certificates do not have a Certificate Principal Balance.

With respect to the Class CE Certificate and any Distribution Date, the excess,

if any, of the then aggregate Uncertificated Principal Balances of the REMIC 1

Regular Interests over the aggregate Certificate Principal Balance of the Class

A Certificates, the Class M Certificates, the Class B Certificates and the Class

P Certificates then outstanding. With respect to any Certificate (other than a

Class R Certificate) of a Class and any Distribution Date, the portion of the

Certificate Principal Balance of such Class represented by such Certificate

equal to the product of the Percentage Interest evidenced by such Certificate

and the Certificate Principal Balance of such Class.

"Certificate Register" and "Certificate Registrar": The

"Certificateholder" or "Holder": The Person in whose name a

Certificate is registered in the Certificate Register, except that a

Disqualified Organization or non-U.S. Person shall not be a Holder of the Class

R Certificate for any purpose hereof.

"Certification": As defined in Section 3.31(b) hereof.

"Class": Collectively, Certificates or REMIC 1 Regular

Interests which have the same priority of payment and bear the same class

designation and the form of which is identical except for variation in the

Percentage Interest evidenced thereby.

"Class A Certificate": Any one of the Certificates with an "A"

designated on the face thereof substantially in the form annexed hereto as

Exhibits A-1, A-2, A-3 and A-4, executed by the Securities Administrator on

behalf of the Trust and authenticated and delivered by the Certificate

Registrar, representing the right to distributions as set forth herein and

therein and representing a regular interest in REMIC 2 for purposes of the REMIC

Provisions.

"Class A Certificateholders": Collectively, the Holders of the

Class A Certificates.

"Class A-1 Certificate Margin": For each Distribution Date (i)

on or prior to the Optional Termination Date, 0.190% per annum, and (ii)

following the Optional Termination Date, 0.380% per annum.

"Class A-1 Pass-Through Rate": For each Distribution Date, a

rate per annum equal to the lesser of (a) One-Month LIBOR as of the related

LIBOR Determination Date, plus the Class A-1 Certificate Margin and (b) the

Group 1 Maximum Rate Cap.

"Class A-1 Reserve Account": The trust account created and

maintained by the Securities Administrator pursuant to Section 3.04(g) which

shall be entitled "Class A-1 Reserve Account, Wells Fargo Bank, N.A., as

Securities Administrator, in trust for registered Holders of the Class A-1

Certificates of the ABFC 2005-WF1 Trust, ABFC Asset-Backed Certificates, Series

2005-WF1" and which must be an Eligible Account. Amounts on deposit in the Class

A-1 Reserve Account shall not be invested. The Class A-1 Reserve Account shall

not be an asset of any REMIC formed under this Agreement.

-8-

<PAGE>

"Class A-1 Yield Maintenance Agreement": The interest rate cap

agreement between the Securities Administrator, on behalf of the Trust, and the

Yield Maintenance Agreement Provider substantially in the form attached hereto

as Exhibit N-1. The Class A-1 Yield Maintenance Agreement shall not be an asset

of any REMIC formed under this Agreement.

"Class A-1 Yield Maintenance Agreement Payment": On each

Distribution Date through the Distribution Date in July 2008, the amount equal

to the product of (a) the excess of the lesser of (i) One-Month LIBOR and (ii)

the applicable ceiling rate over the applicable strike rate for such

Distribution Date, in each case as set forth on the schedule attached to the

confirmation to the Class A-1 Yield Maintenance Agreement for such Distribution

Date, (b) the lesser of (y) the cap notional amount as set forth on the schedule

attached to the confirmation to the Class A-1 Yield Maintenance Agreement for

such Distribution Date and (z) the aggregate principal balance of the Class A-1

Certificates immediately prior to such Distribution Date and (c) a fraction, the

numerator of which is the actual number of days elapsed since the previous

Distribution Date (or the Closing Date, in the case of the first Distribution

Date) to but excluding the current Distribution Date and the denominator of

which is 360.

"Class A-2A Certificate Margin": For each Distribution Date

(i) on or prior to the Optional Termination Date, 0.080% per annum, and (ii)

following the Optional Termination Date, 0.160% per annum.

"Class A-2A, Class A-2B and Class A-2C Cap Amount": With

respect to each Distribution Date and each Class of Class A-2A, Class A-2B and

Class A-2C Certificates with unpaid Cap Carryover Amounts, the product of (i)

the Class A-2A, Class A-2B and Class A-2C Yield Maintenance Agreement Payment

for such Distribution Date and (ii) a fraction, the numerator of which is the

Certificate Principal Balance of such Class immediately prior to such

Distribution Date and the denominator of which is the aggregate Certificate

Principal Balance of the Class A-2A, Class A-2B and Class A-2C Certificates with

unpaid Cap Carryover Amounts immediately prior to such Distribution Date.

"Class A-2A, Class A-2B and Class A-2C Reserve Account": The

trust account created and maintained by the Securities Administrator pursuant to

Section 3.04(g) which shall be entitled "Class A-2A, Class A-2B and Class A-2C

Reserve Account, Wells Fargo Bank, N.A., as Securities Administrator, in trust

for registered Holders of the Class A-2A, Class A-2B and Class A-2C Certificates

of the ABFC 2005-WF1 Trust, ABFC Asset-Backed Certificates, Series 2005-WF1" and

which must be an Eligible Account. Amounts on deposit in the Class A-2A, Class

A-2B and Class A-2C Reserve Account shall not be invested. The Class A-2A, Class

A-2B and Class A-2C Reserve Account shall not be an asset of any REMIC formed

under this Agreement.

"Class A-2A, Class A-2B and Class A-2C Yield Maintenance

Agreement": The interest rate cap agreement between the Securities

Administrator, on behalf of the Trust, and the Yield Maintenance Agreement

Provider substantially in the form attached hereto as Exhibit N-2. The Class

A-2A, Class A-2B and Class A-2C Yield Maintenance Agreement shall not be an

asset of any REMIC formed under this Agreement.

"Class A-2A, Class A-2B and Class A-2C Yield Maintenance

Agreement Payment": On each Distribution Date through the Distribution Date in

June 2008, the amount equal to the product of (a) the excess of the lesser of

(i) One-Month LIBOR and (ii) the applicable ceiling rate over the applicable

strike rate for such Distribution Date, in each case as set forth on the

schedule attached to the confirmation to the Class A-2A, Class A-2B and Class

A-2C Yield Maintenance Agreement for such Distribution Date, (b) the lesser of

(y) the cap notional amount as set forth on the schedule attached to the

confirmation to the Class A-2A, Class A-2B and Class A-2C Yield Maintenance

Agreement for such Distribution Date and (z) the aggregate principal balance of

the related Certificates immediately prior to such Distribution Date and (c) a

fraction, the numerator of which is the actual number of days elapsed since the

previous Distribution Date (or the Closing Date, in the case of the first

Distribution Date) to but excluding the current Distribution Date and the

denominator of which is 360.

-9-

<PAGE>

"Class A-2A Pass-Through Rate": For each Distribution Date, a

rate per annum equal to the lesser of (a) One-Month LIBOR as of the related

LIBOR Determination Date, plus the Class A-2A Certificate Margin and (b) the

Group 2 Maximum Rate Cap.

"Class A-2B Certificate Margin": For each Distribution Date

(i) on or prior to the Optional Termination Date, 0.180% per annum, and (ii)

following the Optional Termination Date, 0.360% per annum.

"Class A-2B Pass-Through Rate": For each Distribution Date, a

rate per annum equal to the lesser of (a) One-Month LIBOR as of the related

LIBOR Determination Date, plus the Class A-2B Certificate Margin and (b) the

Group 2 Maximum Rate Cap.

"Class A-2C Certificate Margin": For each Distribution Date

(i) on or prior to the Optional Termination Date, 0.310% per annum, and (ii)

following the Optional Termination Date, 0.620% per annum.

"Class A-2C Pass-Through Rate": For each Distribution Date, a

rate per annum equal to the lesser of (a) One-Month LIBOR as of the related

LIBOR Determination Date, plus the Class A-2C Certificate Margin and (b) the

Group 2 Maximum Rate Cap.

"Class B Certificate": Any of the Certificates with a "B"

designated on the face thereof substantially in the forms annexed hereto as

Exhibits B-11, B-12 and B-13 executed by the Securities Administrator on behalf

of the Trust and authenticated and delivered by the Certificate Registrar,

representing the right to distributions as set forth herein and therein.

"Class B-1 Certificate Margin": For each Distribution Date (i)

on or prior to the Optional Termination Date, 3.250% per annum, and (ii)

following the Optional Termination Date, 4.875% per annum.

"Class B-1 Pass-Through Rate": For each Distribution Date, the

lesser of (a) One-Month LIBOR as of the related LIBOR Determination Date, plus

the Class B-1 Certificate Margin and (b) the Pool Maximum Rate Cap.

"Class B-1 Principal Distribution Amount": As of any

Distribution Date on or after the Stepdown Date and as long as a Trigger Event

is not in effect, the excess of (x) the sum of (i) the sum of the Certificate

Principal Balances of the Class A Certificates (after taking into account the

payment of the Senior Principal Distribution Amount on such Distribution Date),

(ii) the Certificate Principal Balance of the Class M-1 Certificates (after

taking into account the payment of the Class M-1 Principal Distribution Amount

on such Distribution Date), (iii) the Certificate Principal Balance of the Class

M-2 Certificates (after taking into account the payment of the Class M-2

Principal Distribution Amount on such Distribution Date), (iv) the Certificate

Principal Balance of the Class M-3 Certificates (after taking into account the

payment of the Class M-3 Principal Distribution Amount on such Distribution

Date), (v) the Certificate Principal Balance of the Class M-4 Certificates

(after taking into account the payment of the Class M-4 Principal Distribution

Amount on such Distribution Date), (vi) the Certificate Principal Balance of the

Class M-5 Certificates (after taking into account the payment of the Class M-5

Principal Distribution Amount on such Distribution Date), (vii) the Certificate

Principal Balance of the Class M-6 Certificates (after taking into account the

payment of the Class M-6 Principal Distribution Amount on such Distribution

Date), (viii) the Certificate Principal Balance of the Class M-7 Certificates

(after taking into account the payment of the Class M-7 Principal Distribution

Amount on such Distribution Date), (ix) the Certificate Principal Balance of the

Class M-8 Certificates (after taking into account the payment of the Class M-8

Principal Distribution Amount on such Distribution Date), (x) the Certificate

Principal Balance of the Class M-9 Certificates (after taking into account the

payment of the Class M-9 Principal Distribution Amount on such Distribution

Date), (xi) the Certificate Principal Balance of the Class M-10 Certificates

(after taking into account the payment of the Class M-10 Principal Distribution

Amount on such Distribution Date) and (xii) the Certificate Principal Balance of

the Class B-1 Certificates immediately prior to such Distribution Date over (y)

the lesser of (A) the product of (i) 96.90% and (ii) the Pool Balance as of the

last day of the related Collection Period and (B) the Pool Balance as of the

last day of the related Collection Period minus the product of 0.50% and the

Pool Balance as of the Cut-off Date.

-10-

<PAGE>

"Class B-1 Realized Loss Amortization Amount": As to the Class

B-1 Certificates and as of any Distribution Date, the lesser of (x) the

aggregate Unpaid Realized Loss Amount for the Class B-1 Certificates as of such

Distribution Date and (y) the excess of (i) the Monthly Excess Cashflow Amount

over (ii) the sum of the amounts described in Section 4.02(b)(i) through (xxxiv)

hereof, in each case for such Distribution Date.

"Class B-2 Certificate Margin": For each Distribution Date (i)

on or prior to the Optional Termination Date, 3.250% per annum, and (ii)

following the Optional Termination Date, 4.875% per annum.

"Class B-2 Pass-Through Rate": For each Distribution Date, the

lesser of (a) One-Month LIBOR as of the related LIBOR Determination Date, plus

the Class B-2 Certificate Margin and (b) the Pool Maximum Rate Cap.

"Class B-2 Principal Distribution Amount": As of any