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 Wells 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.
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Conveyance of Subsequent Mortgage
Loans .
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(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)
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Additional terms of the sale are set
forth on Attachment A hereto.
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Section 2.
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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.
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Recordation of
Instrument .
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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.
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Governing Law
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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.
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Counterparts
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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.
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Successors and Assigns
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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:
WELLS FARGO BANK, N.A., as Trustee
for ABFC
Asset-Backed Certificates, Series
2005-WMC1
By:________________________________________
Name:
Title:
Attachments
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A.
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Additional terms of sale.
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B.
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Schedule of Subsequent Mortgage
Loans.
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ATTACHMENT A
ADDITIONAL TERMS OF SALE
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1.
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Subsequent Cut-off Date: December 1,
2005
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2.
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Subsequent Transfer Date: December
16, 2005
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3.
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Aggregate Principal Balance of the
Subsequent Mortgage Loans as of the Subsequent Cut-off Date:
$2,358,942.41
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4.
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Purchase Price: 100.00%
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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 warra
