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FORM 8-KABFC Asset-Backed Certificates, Series 2005-HE1 - N/A

Filed: April 28, 2005 (period: March 30, 2005)

Report of unscheduled material events or corporate changes.

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UNITED STATESSECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of theSecurities Exchange Act of 1934

Date of Report: March 30, 2005(Date of earliest event reported)

Asset Backed Funding Corporation--------------------------------------------------------------------------------

(Exact name of registrant as specified in its charter)

Delaware 333-121564 75-2533468--------------------------------------------------------------------------------(State or other jurisdiction (Commission File No.) (IRS Employer

of incorporation) Identification No.)

201 North Tryon Street, Charlotte, North Carolina 28255--------------------------------------------------------------------------------Address of principal executive offices (Zip Code)

Registrant's telephone number, including area code (704) 386-2400------------------------------

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

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended tosimultaneously satisfy the filing obligation of the registrant under any of thefollowing provisions:

[_] Written communications pursuant to Rule 425 under the Securities Act (17 CFR230.425)

[_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR240.14a-12)

[_] Pre-commencement communications pursuant to Rule 14d-2(b) under the ExchangeAct (17 CFR 240.14d-2(b))

[_] Pre-commencement communications pursuant to Rule 13e-4(c) under the ExchangeAct (17 CFR 240.13e-4(c))

Source: ABFC Asset-Backed Certificates, Series 2005-HE1, 8-K, April 28, 2005 Powered by Morningstar

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ITEM 8.01. Other Events------------

On March 30, 2005, Asset Backed Funding Corporation (the"Corporation"), sold ABFC Asset-Backed Certificates, Series 2005-HE1, ClassA-1SS, Class A-1MZ, Class A-2SS, Class A-2MZ, Class A-3A, Class A-3B, ClassA-3C, Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, ClassM-7, Class M-8, Class M-9 and Class B-1 (the "Offered Certificates"), having anaggregate original principal balance of $1,723,963,000.00. The OfferedCertificates were issued pursuant to a Pooling and Servicing Agreement, dated asof March 1, 2005 (the "Agreement"), among the Corporation, as depositor, WellsFargo Bank, N.A., as master servicer and securities administrator, and JPMorganChase Bank, National Association, as trustee, a copy of which is filed as anexhibit hereto. ABFC Asset-Backed Certificates, Series 2005-HE1, Class B-2,Class B-3, Class CE, Class P and Class R (the "Private Certificates" and,together with the Offered Certificates, the "Certificates"), were also issuedpursuant to the Agreement but were not publicly offered.

As of the date of initial issuance, the Offered Certificatesevidenced an approximate 96.80% undivided interest in a trust (the "Trust"),consisting primarily of conventional fixed-rate mortgage loans andadjustable-rate mortgage loans, secured by mortgages creating first and secondliens on one- to four-family properties and certain other property. Theremaining undivided interests in the Trust are evidenced by the PrivateCertificates.

Interest on the Offered Certificates will be distributed on eachDistribution Date (as defined in the Agreement). Monthly distributions inreduction of the principal balance of the Offered Certificates will be allocatedto the Offered Certificates in accordance with the priorities set forth in theAgreement.

An election will be made to treat certain assets of the Trust as oneor more real estate mortgage investment conduits for federal income tax purposes(each, a "REMIC").


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ITEM 9.01 Financial Statements and Exhibits---------------------------------

(c) Exhibits

Item 601(a)of Regulation S-K

Description-----------

(EX-4) Pooling and Servicing Agreement, dated as of March1, 2005, among Asset Backed Funding Corporation,as depositor, Wells Fargo Bank, NationalAssociation, as securities administrator andmaster servicer and JPMorgan Chase Bank, NationalAssociation, as trustee.


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Pursuant to the requirements of the Securities Exchange Act of 1934,the registrant has duly caused this report to be signed on its behalf by theundersigned hereunto duly authorized.

ASSET BACKED FUNDING CORPORATION

March 30, 2005

By: /s/ Kirk B. Meyers----------------------

Name: Kirk B. MeyersTitle: Vice President


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INDEX TO EXHIBITS-----------------

Paper (P) orExhibit No. Description Electronic (E)----------- ----------- --------------

(EX-4) Pooling and Servicing Agreement, dated as Eof March 1, 2005, among Asset BackedFunding Corporation, as depositor, WellsFargo Bank, National Association, assecurities administrator and masterservicer and JPMorgan Chase Bank, NationalAssociation, as trustee.


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EXHIBIT 4

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

ASSET BACKED FUNDING CORPORATION,Depositor

WELLS FARGO BANK, N.A.,Master Servicer and Securities Administrator

and

JPMORGAN CHASE BANK, NATIONAL ASSOCIATION,Trustee

POOLING AND SERVICING AGREEMENT

Dated as of March 1, 2005

ABFC 2005-HE1 Trust

ABFC Asset-Backed Certificates, Series 2005-HE1

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


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TABLE OF CONTENTS

Page----

ARTICLE I

DEFINITIONS

Section 1.01 Defined Terms .................................................Section 1.02 Accounting ....................................................Section 1.03 Rights of the NIMS Insurer ....................................

ARTICLE II

CONVEYANCE OF MORTGAGE LOANS;ORIGINAL ISSUANCE OF CERTIFICATES

Section 2.01 Conveyance of Mortgage Loans ..................................Section 2.02 Acceptance by Trustee .........................................Section 2.03 Repurchase or Substitution of Mortgage Loans by an

Originator or the Seller ......................................Section 2.04 [Reserved] ....................................................Section 2.05 Representations, Warranties and Covenants of the

Master Servicer ...............................................Section 2.06 Representations and Warranties of the Depositor ...............Section 2.07 Issuance of Certificates and the Uncertificated

Regular Interests .............................................

ARTICLE III

ADMINISTRATION AND MASTER SERVICING

OF THE TRUST FUND

Section 3.01 Master Servicer to Act as Master Servicer .....................Section 3.02 Monitoring of Servicers .......................................Section 3.03 Maintenance of Primary Mortgage Insurance

Policy; Claims ................................................Section 3.04 Rights of the Depositor, the Securities

Administrator and the Trustee in Respect ofthe Master Servicer ...........................................

Section 3.05 Trustee to Act as Master Servicer .............................Section 3.06 Collection Accounts ...........................................Section 3.07 Master Servicer Custodial Account, Distribution

Account and Reserve Accounts ..................................Section 3.08 Collection of Taxes, Assessments and Similar

Items; Escrow Accounts ........................................Section 3.09 Permitted Withdrawals from the Master Servicer

Custodial Account and the Distribution Account ................Section 3.10 Maintenance of Hazard Insurance ...............................Section 3.11 Presentment of Claims and Collection of Proceeds ..............

Section 3.12 Realization Upon Defaulted Mortgage Loans; REOProperty ......................................................

Section 3.13 Due-on-Sale Clauses; Assumption and SubstitutionAgreements ....................................................

Section 3.14 Trustee to Cooperate; Release of Files ........................Section 3.15 Master Servicing Compensation .................................Section 3.16 Annual Statement as to Compliance .............................Section 3.17 Annual Independent Certified Public Accountants'

Reports .......................................................Section 3.18 Access to Certain Documentation and Information

Regarding the Mortgage Loans ..................................Section 3.19 Duties of Credit Risk Manager .................................Section 3.20 Liability of Master Servicer; Indemnification .................Section 3.21 Limitation of Liability of the Credit Risk Manager ............Section 3.22 No Personal Solicitation ......................................Section 3.23 Periodic Filings ..............................................Section 3.24 Fidelity Bond; Errors and Omissions Insurance .................

ARTICLE IV

FLOW OF FUNDS

Section 4.01 Interest Distributions ........................................Section 4.02 Distributions of Principal and Monthly Excess

Cashflow Amounts ..............................................Section 4.03 Allocation of Losses ..........................................Section 4.04 Method of Distribution ........................................Section 4.05 Distributions on Book-Entry Certificates ......................Section 4.06 Statements ....................................................Section 4.07 Remittance Reports ............................................Section 4.08 REMIC Distributions ...........................................

ARTICLE V

THE CERTIFICATES


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Section 5.01 The Certificates ..............................................Section 5.02 Registration of Transfer and Exchange of Certificates .........Section 5.03 Mutilated, Destroyed, Lost or Stolen Certificates .............Section 5.04 Persons Deemed Owners .........................................Section 5.05 Appointment of Paying Agent ...................................

ARTICLE VI

THE MASTER SERVICER AND THE DEPOSITOR

Section 6.01 Liability of the Master Servicer and the Depositor ............Section 6.02 Merger or Consolidation of, or Assumption of the

Obligations of, the Master Servicer or the Depositor ..........Section 6.03 Master Servicer Not to Resign .................................

ARTICLE VII

DEFAULT

Section 7.01 Master Servicer Event of Termination ..........................Section 7.02 Remedies of Trustee ...........................................Section 7.03 Directions by Certificateholders and Duties of

Trustee During Master Servicer Event of Termination ...........Section 7.04 Action upon Certain Failures of the Master Servicer

and upon Master Servicer Event of Termination .................Section 7.05 Trustee to Act; Appointment of Successor ......................Section 7.06 Notification to Certificateholders ............................

ARTICLE VIII

THE TRUSTEE AND THE SECURITIES ADMINISTRATOR

Section 8.01 Duties of Trustee and Securities Administrator ................Section 8.02 Certain Matters Affecting the Trustee and the

Securities Administrator ......................................Section 8.03 Neither the Trustee nor the Securities AdministratorLiable for Certificates or Mortgage Loans .....................

Section 8.04 Trustee and Securities Administrator May OwnCertificates ..................................................

Section 8.05 Securities Administrator's Fees and Expenses andTrustee Fees and Expenses .....................................

Section 8.06 Eligibility Requirements for Trustee and theSecurities Administrator ......................................

Section 8.07 Resignation or Removal of Trustee and the SecuritiesAdministrator .................................................

Section 8.08 Successor Trustee or Securities Administrator .................Section 8.09 Merger or Consolidation of Trustee or Securities

Administrator .................................................Section 8.10 Appointment of Co-Trustee or Separate Trustee .................Section 8.11 Limitation of Liability .......................................Section 8.12 Trustee or Securities Administrator May Enforce

Claims Without Possession of Certificates .....................Section 8.13 Suits for Enforcement .........................................

Section 8.14 Waiver of Bond Requirement ....................................Section 8.15 Waiver of Inventory, Accounting and Appraisal

Requirement ...................................................Section 8.16 Appointment of Custodian ......................................

ARTICLE IX

REMIC AND GRANTOR TRUST ADMINISTRATION

Section 9.01 REMIC Administration ..........................................Section 9.02 Prohibited Transactions and Activities ........................Section 9.03 Indemnification with Respect to Certain Taxes and

Loss of REMIC Status ..........................................Section 9.04 Grantor Trust Administration ..................................

ARTICLE X

TERMINATION

Section 10.01 Termination ..................................................Section 10.02 Additional Termination Requirements ..........................

ARTICLE XI

MISCELLANEOUS PROVISIONS

Section 11.01 Amendment ....................................................Section 11.02 Recordation of Agreement; Counterparts .......................Section 11.03 Limitation on Rights of Certificateholders ...................Section 11.04 Governing Law; Jurisdiction ..................................Section 11.05 Notices ......................................................Section 11.06 Severability of Provisions ...................................Section 11.07 Article and Section References ...............................Section 11.08 Notice to the Rating Agencies and the NIMS Insurer ...........Section 11.09 Further Assurances ...........................................Section 11.10 Third Party Beneficiary ......................................


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EXHIBITS:

Exhibit A-1SS Form of Class A-1SS CertificatesExhibit A-1MZ Form of Class A-1MZ CertificatesExhibit A-2SS Form of Class A-2SS CertificatesExhibit A-2MZ Form of Class A-2MZ CertificatesExhibit A-3A Form of Class A-3A CertificatesExhibit A-3B Form of Class A-3B CertificatesExhibit A-3C Form of Class A-3C CertificatesExhibit B-1 Form of Class M-1 CertificatesExhibit B-2 Form of Class M-2 CertificatesExhibit B-3 Form of Class M-3 CertificatesExhibit B-4 Form of Class M-4 CertificatesExhibit B-5 Form of Class M-5 CertificatesExhibit B-6 Form of Class M-6 CertificatesExhibit B-7 Form of Class M-7 CertificatesExhibit B-8 Form of Class M-8 CertificatesExhibit B-9 Form of Class M-9 CertificatesExhibit B-10 Form of Class B-1 CertificatesExhibit B-11 Form of Class B-2 CertificatesExhibit B-12 Form of Class B-3 CertificatesExhibit C-1 Form of Class CE CertificatesExhibit C-2 Form of Class P CertificatesExhibit C-3 Form of Class R CertificatesExhibit D-1 Group 1 Mortgage Loan ScheduleExhibit D-2 Group 2 Mortgage Loan ScheduleExhibit D-3 Group 3 Mortgage Loan ScheduleExhibit E Form of Request for ReleaseExhibit F-1 Form of Initial CertificationExhibit F-2 Form of Final CertificationExhibit F-3 Form of Receipt of Mortgage NoteExhibit G Mortgage Loan Purchase Agreement

Exhibit H Form of Lost Note AffidavitExhibit I Form of ERISA RepresentationExhibit J-1 Form of Investment Letter (Non-Rule 144A)Exhibit J-2 Form of Rule 144A Investment LetterExhibit K Form of Class R Certificate Transfer AffidavitExhibit L Form of Transferor CertificateExhibit M Monthly Information Provided by Master ServicerExhibit N-1 Form of Class A-1 Yield Maintenance AgreementsExhibit N-2 Form of Class A-2 Yield Maintenance AgreementsExhibit N-3 Form of Class A-3 Yield Maintenance AgreementsExhibit N-4 Form of Class M/B Yield Maintenance AgreementsExhibit O Form of CertificationExhibit P Form of Certification of the Securities Administrator to be

Provided to Master Servicer


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ASSET BACKED FUNDING CORPORATION, as depositor (the "Depositor"),WELLS FARGO BANK, N.A., as master servicer (in such capacity, the "MasterServicer") and as securities administrator (in such capacity, the "SecuritiesAdministrator"), and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as trustee (the"Trustee"), are entering into this Pooling and Servicing Agreement, dated as ofMarch 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 inthe Trust Fund created hereunder. The Certificates will consist of twenty-twoClasses of Certificates, designated as (i) the Class A-1SS, Class A-1MZ, ClassA-2SS, Class A-2MZ, Class A-3A, Class A-3B and Class A-3C Certificates, (ii) theClass M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7,Class M-8 and Class M-9 Certificates, (iii) the Class B-1, Class B-2 and ClassB-3 Certificates, (iv) the Class CE Certificates, (v) the Class P Certificatesand (vi) the Class R Certificate.

REMIC 1

As provided herein, the Securities Administrator will make anelection to treat the segregated pool of assets consisting of the Mortgage Loansand certain other related assets subject to this Agreement (but exclusive of theYield Maintenance Agreements, the Reserve Accounts, the Cap Carryover Amounts,the Prepayment Charges, the Originator Prepayment Charge Payment Amounts and theServicer Prepayment Charge Payment Amounts) as a real estate investment conduit(a "REMIC") for federal income tax purposes, and such segregated pool of assetswill be designated as "REMIC 1." The Class R-1 Interest will represent the soleclass of "residual interests" in REMIC 1 for purposes of the REMIC Provisionsunder federal income tax law. The following table irrevocably sets forth the

designation, the Uncertificated REMIC 1 Pass-Through Rate, the initialUncertificated Principal Balance, and solely for purposes of satisfying TreasuryRegulations Section 1.860G-1(a)(4)(iii), the "latest possible maturity date" foreach of the REMIC 1 Regular Interests. None of the REMIC 1 Regular Interestswill be certificated.

================================================================================Uncertificated Initial

REMIC Pass-Through Uncertificated Latest PossibleDesignation Rate Balance Maturity Date

--------------------------------------------------------------------------------LT1AA Variable(2) $872,667,370.84 April 25, 2035LT1A1SS Variable(2) $2,444,015.00 April 25, 2035LT1A1MZ Variable(2) $271,560.00 April 25, 2035LT1A2SS Variable(2) $2,170,050.00 April 25, 2035LT1A2MZ Variable(2) $542,515.00 April 25, 2035LT1A3A Variable(2) $682,720.00 April 25, 2035LT1A3B Variable(2) $703,360.00 April 25, 2035

LT1A3C Variable(2) $140,400.00 April 25, 2035LT1M1 Variable(2) $463,050.00 April 25, 2035LT1M2 Variable(2) $284,955.00 April 25, 2035LT1M3 Variable(2) $155,830.00 April 25, 2035LT1M4 Variable(2) $155,835.00 April 25, 2035LT1M5 Variable(2) $155,835.00 April 25, 2035LT1M6 Variable(2) $133,570.00 April 25, 2035LT1M7 Variable(2) $102,405.00 April 25, 2035LT1M8 Variable(2) $93,500.00 April 25, 2035LT1M9 Variable(2) $62,335.00 April 25, 2035LT1B1 Variable(2) $57,880.00 April 25, 2035LT1B2 Variable(2) $89,045.00 April 25, 2035LT1B3 Variable(2) $106,860.00 April 25, 2035LT1ZZ Variable(2) $8,993,818.18 April 25, 2035LT1SUB Variable(2) $15,229.59 April 25, 2035LT1GRP Variable(2) $69,541.09 April 25, 2035LT2SUB Variable(2) $15,212.64 April 25, 2035LT2GRP Variable(2) $69,463.94 April 25, 2035

LT3SUB Variable(2) 8,560.75 April 25, 2035LT3GRP Variable(2) $39,090.35 April 25, 2035LT1XX Variable(2) $890,259,810.66 April 25, 2035--------------------------------------------------------------------------------

(1) Solely for purposes of Treasury Regulations Section1.860G-1(a)(4)(iii), the Distribution Date in the month following thematurity date for the Mortgage Loan with the latest maturity date hasbeen designated as the "latest possible maturity date" for each REMIC 1Regular Interest.

(2) Calculated in accordance with the definition of "Uncertificated REMIC 1Pass-Through Rate" herein.

REMIC 2

As provided herein, the Securities Administrator shall make anelection to treat the segregated pool of assets consisting of the REMIC 1Regular Interests as a REMIC for federal income tax purposes, and such


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segregated pool of assets will be designated as "REMIC 2." The Class R-2Interest represents the sole class of "residual interests" in REMIC 2 forpurposes of the REMIC Provisions.

The following table sets forth (or describes) the Class designation,Certificate Interest Rate and Original Class Certificate Principal Balance foreach Class of Certificates comprising the interests in the Trust Fund createdhereunder:

================================================================================Original ClassCertificate Certificate Assumed Final

Class Principal Balance Interest Rate Maturity Dates--------------------------------------------------------------------------------A-1SS $488,803,000 (1) December 25, 2034A-1MZ $54,312,000 (2) December 25, 2034A-2SS $434,010,000 (3) November 25, 2034A-2MZ $108,503,000 (4) November 25, 2034A-3A $136,544,000 (5) January 25, 2024A-3B $140,672,000 (6) June 25, 2033A-3C $28,080,000 (7) December 25, 2034M-1 $92,610,000 (8) November 25, 2034M-2 $56,991,000 (9) October 25, 2034M-3 $31,166,000 (10) October 25, 2034M-4 $31,167,000 (11) September 25, 2034M-5 $31,167,000 (12) September 25, 2034M-6 $26,714,000 (13) August 25, 2034M-7 $20,481,000 (14) July 25, 2034M-8 $18,700,000 (15) June 25, 2034M-9 $12,467,000 (16) May 25, 2034B-1 $11,576,000 (17) March 25, 2034B-2 $17,809,000 (18) February 25, 2034B-3 $21,372,000 (19) September 25, 2033

CE (20) (20) N/AP N/A N/A N/AR N/A N/A N/A--------------------------------------------------------------------------------Total $1,763,144,000================================================================================

(1) Interest will accrue on the Class A-1SS Certificates during each InterestAccrual Period at a rate equal to the lesser of: (i) the Class A-1SSPass-Through Rate and (ii) the Group 1 Cap for such Distribution Date.

(2) Interest will accrue on the Class A-1MZ Certificates during each InterestAccrual Period at a rate equal to the lesser of: (i) the Class A-1MZPass-Through Rate and (ii) the Group 1 Cap for such Distribution Date.

(3) Interest will accrue on the Class A-2SS Certificates during each InterestAccrual Period at a rate equal to the lesser of: (i) the Class A-2SSPass-Through Rate and (ii) the Group 2 Cap for such Distribution Date.

(4) Interest will accrue on the Class A-2MZ Certificates during each InterestAccrual Period at a rate equal to the lesser of: (i) the Class A-2MZPass-Through Rate and (ii) the Group 2 Cap for such Distribution Date.

(5) Interest will accrue on the Class A-3A Certificates during each InterestAccrual Period at a rate equal to the lesser of: (i) the Class A-3APass-Through Rate and (ii) the Group 3 Cap for such Distribution Date.

(6) Interest will accrue on the Class A-3B Certificates during each InterestAccrual Period at a rate equal to the lesser of: (i) the Class A-3BPass-Through Rate and (ii) the Group 3 Cap for such Distribution Date.

(7) Interest will accrue on the Class A-3C Certificates during each InterestAccrual Period at a rate equal to the lesser of: (i) the Class A-3CPass-Through Rate and (ii) the Group 3 Cap for such Distribution Date.

(8) Interest will accrue on the Class M-1 Certificates during each InterestAccrual Period at a rate equal to the lesser of: (i) the Class M-1Pass-Through Rate and (ii) the Pool Cap for such Distribution Date.










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(17) Interest will accrue on the Class B-1 Certificates during each InterestAccrual Period at a rate equal to the lesser of: (i) the Class B-1Pass-Through Rate and (ii) the Pool Cap for such Distribution Date.



(20) Solely for REMIC purposes, the Class CE Certificates will have an OriginalClass Certificate Principal Balance equal to the InitialOvercollateralization Amount and will bear interest on their NotionalAmount.

ARTICLE I

DEFINITIONS

Section 1.01 Defined Terms.

Whenever used in this Agreement or in the Preliminary Statement, thefollowing words and phrases, unless the context otherwise requires, shall havethe meanings specified in this Article. Interest on all Classes of REMIC 1Regular Interests and the Class CE Certificates will be calculated on the basisof a 360-day year consisting of twelve 30-day months. Interest on all RegularCertificates (other than the Class CE Certificates) will be calculated on thebasis of the actual number of days in the related Interest Accrual Period and a360-day year.

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

"60+ Day Delinquent Loan": Each Mortgage Loan (including eachMortgage Loan in foreclosure and each Mortgage Loan for which the Mortgagor hasfiled 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, twomonths or more past due and each Mortgage Loan relating to an REO Property.

"Account": Any of the Collection Accounts, the Master ServicerCustodial Account, the Distribution Account, the Class A-1 Reserve Account, theClass A-2 Reserve Account, the Class A-3 Reserve Account, the Class M/B ReserveAccount or the Escrow Accounts.

"Accredited": Accredited Home Lenders, Inc. or its successor ininterest.

"Accredited Mortgage Loans": The Mortgage Loans purchased by theSeller pursuant to the Accredited Sale Agreement or any Eligible SubstituteMortgage Loan substituted for an Accredited Mortgage Loan.

"Accredited Sale Agreement": The Flow Sale and Interim ServicingAgreement, dated as of December 1, 2004 between the Seller and Accredited asamended by the Assignment, Assumption and Recognition Agreement, dated March 30,2005, among the Seller, the Depositor, the Trustee, the Master Servicer and

Accredited.

"Accrued Certificate Interest": With respect to each DistributionDate and Class of Offered Certificates and Private Class B Certificates, anamount equal to the interest accrued at the Certificate Interest Rate describedopposite such Class in the table in the Preliminary Statement during the relatedInterest Accrual Period on the Certificate Principal Balance of such Class ofCertificates, reduced by such Class' Interest Percentage of Relief Act InterestShortfalls for such Distribution Date.

"Adjustable-Rate Mortgage Loan": A Mortgage Loan which has a rate atwhich interest accrues that adjusts based on the Index plus a related GrossMargin, as set forth and subject to the limitations in the related MortgageNote.

"Adjustment Date": With respect to each Adjustable-Rate MortgageLoan, each adjustment date on which the Mortgage Interest Rate of anAdjustable-Rate Mortgage Loan changes pursuant to the related Mortgage Note. The

first Adjustment Date following the Cut-off Date as to each Adjustable-RateMortgage Loan is set forth in the related Mortgage Loan Schedule.

"Advance": With respect to each Servicer, the meaning given to theterm "Monthly Advance" in the applicable Servicing Agreement.

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

"Affiliate": With respect to any Person, any other Personcontrolling, controlled by or under common control with such Person. Forpurposes of this definition, "control" means the power to direct the managementand policies of a Person, directly or indirectly, whether through ownership ofvoting securities, by contract or otherwise and "controlling" and "controlled"shall have meanings correlative to the foregoing.

"Aggregate Overcollateralization Release Amount": With respect toany Distribution Date, the lesser of (i) the Principal Remittance Amount and(ii) the Overcollateralization Release Amount.


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"Agreement": This Pooling and Servicing Agreement and allamendments 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 DistributionDate, the excess, if any, of (a) the aggregate of the Certificate PrincipalBalances of the Certificates (after taking into account the distribution of thePrincipal Distribution Amount on such Distribution Date and any increase in anyCertificate Principal Balance as a result of Subsequent Recoveries) over (b) thePool Balance as of the end of the related Collection Period.

"Assignment": An assignment of Mortgage, notice of transfer orequivalent instrument, in recordable form, which is sufficient under the laws ofthe jurisdiction wherein the related Mortgaged Property is located to reflect orrecord the sale of the Mortgage.

"Assumed Final Maturity Date": As to each Class of Certificates, thedate set forth as such in the Preliminary Statement.

"Available Funds": As to any Distribution Date, an amount equal tothe excess of (i) the sum of (a) the aggregate of the Monthly Payments dueduring the related Collection Period and received on or prior to the relatedDetermination Date by the Servicers, (b) Liquidation Proceeds, InsuranceProceeds, Condemnation Proceeds, Principal Prepayments, Substitution AdjustmentAmounts, the Purchase Price for any repurchased Mortgage Loan, the TerminationPrice with respect to the termination of the Trust pursuant to Section 10.01hereof and other unscheduled recoveries of principal and interest (excludingPrepayment Charges, Originator Prepayment Charge Payment Amounts, ServicerPrepayment Charge Payment Amounts and Prepayment Interest Excess) in respect ofthe Mortgage Loans received by the Servicers during the related PrepaymentPeriod, (c) the aggregate of any amounts received in respect of REO Properties

received on or prior to the related Determination Date by the Servicers, (d) allAdvances and payments of Compensating Interest made by the applicable Servicerin respect of such Distribution Date received on or prior to the relatedRemittance Date by the Master Servicer and (e) any Reimbursement Amount orSubsequent Recovery deposited into the Collection Accounts during the relatedPrepayment Period and received on or prior to the related Remittance Date by theMaster Servicer over (ii) the sum of (a) amounts reimbursable to the Servicerspursuant to the Servicing Agreements, (b) amounts reimbursable or payable to theMaster Servicer pursuant to this Agreement, including, without limitation,Sections 3.09 or 3.20, (c) amounts reimbursable or payable to the SecuritiesAdministrator or Trustee pursuant to this Agreement, including, withoutlimitation, Section 8.05 or Section 9.01(c), (d) the Servicing Fees and (e)amounts deposited in the Master Servicer Custodial Account or DistributionAccount in error.

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

"Book-Entry Certificates": Any of the Certificates that shall beregistered 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 Personmaintaining an account with the Depository (directly, as a "DepositoryParticipant," or indirectly, as an indirect participant in accordance with therules of the Depository and as described in Section 5.02 hereof). On the ClosingDate, the Class A-1SS, Class A-1MZ, Class A-2SS, Class A-2MZ, Class A-3A, ClassA-3B, Class A-3C, Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, ClassM-6, Class M-7, Class M-8, Class M-9, Class B-1, Class B-2 and Class B-3Certificates shall be Book-Entry Certificates.

"Business Day": Any day other than a Saturday, a Sunday or a day onwhich banking institutions in the State of Delaware, the State of New York, theState of New Jersey, the State of Maryland, the State of Minnesota, the State ofCalifornia, the State of Texas, or in the cities in which the Corporate TrustOffices of the Securities Administrator and the Trustee are located areauthorized or obligated by law or executive order to be closed.

"Cap": Any of the Group 1 Cap, the Group 2 Cap, the Group 3 Cap orthe Pool Cap.

"Cap Carryover Amount": If on any Distribution Date, the AccruedCertificate Interest for any Offered or Private Class B Certificate is basedupon the related Cap, the excess of (i) the amount of interest such Certificatewould have been entitled to receive on such Distribution Date based on therelated Pass-Through Rate, over (ii) the amount of interest such Certificatereceived on such Distribution Date based on the related Cap, together with theunpaid portion of any such excess from prior Distribution Dates (and interestaccrued thereon at the then applicable Pass-Through Rate on such Certificate).

"Certificate": Any Regular Certificate, Class P Certificate or ClassR Certificate.

"Certificate Custodian": Initially, Wells Fargo Bank, N.A.;thereafter any other Certificate Custodian acceptable to the Depository andselected by the Securities Administrator.

"Certificate Interest Rate": With respect to each Distribution Date


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and Class of Certificates, the per annum rate described in the table in thePreliminary Statement during the related Interest Accrual Period on theCertificate Principal Balance.

"Certificate Owner": With respect to each Book-Entry Certificate,any beneficial owner thereof.

"Certificate Principal Balance": With respect to any Class ofCertificates (other than the Class CE, Class P and Class R Certificates) and anyDistribution Date, the Original Class Certificate Principal Balance (a) reducedby the sum of (i) all amounts actually distributed in respect of principal ofsuch Class on all prior Distribution Dates and (ii) Applied Realized LossAmounts allocated thereto for previous Distribution Dates and (b) increased byany Subsequent Recoveries allocated to such Class for previous DistributionDates. The Class CE, Class P and Class R Certificates do not have a CertificatePrincipal Balance. With respect to any Certificate (other than a Class CE, ClassP or Class R Certificate) of a Class and any Distribution Date, the portion ofthe Certificate Principal Balance of such Class represented by such Certificateequal to the product of the Percentage Interest evidenced by such Certificateand the Certificate Principal Balance of such Class.

"Certificate Register" and "Certificate Registrar": The registermaintained and registrar appointed pursuant to Section 5.02 hereof.

"Certificateholder" or "Holder": The Person in whose name aCertificate is registered in the Certificate Register, except that aDisqualified Organization or non-U.S. Person shall not be a Holder of the ClassR Certificate for any purpose hereof.

"Certification": As defined in Section 3.23(b) hereof.

"Class": Collectively, Certificates or REMIC Regular Interests whichhave the same priority of payment and bear the same class designation and theform of which is identical except for variation in the Percentage Interest

evidenced thereby.

"Class A-1 Cap Amount": With respect to each Distribution Date andthe Class A-1SS and Class A-1MZ Certificates, the product of (a) the Class A-1Yield Maintenance Agreement Payment for such Distribution Date and (b) afraction, the numerator of which is the Certificate Principal Balance of suchClass immediately prior to such Distribution Date and the denominator of whichis the aggregate Certificate Principal Balance of the Class A-1SS and ClassA-1MZ Certificates immediately prior to such Distribution Date.

"Class A-1 Reserve Account": The trust account created andmaintained by the Securities Administrator pursuant to Section 3.07(i) whichshall be entitled "Class A-1 Reserve Account, Wells Fargo Bank, N.A., asSecurities Administrator for JPMorgan Chase Bank, National Association, asTrustee, in trust for registered Holders of the Class A-1SS and Class A-1MZCertificates of the ABFC 2005-HE1 Trust, ABFC Asset-Backed Certificates, Series2005-HE1" and which must be an Eligible Account. Amounts on deposit in the ClassA-1 Reserve Account shall not be invested. The Class A-1 Reserve Account shallnot be an asset of any REMIC formed under this Agreement.

"Class A-1 Yield Maintenance Agreement": The interest rate capagreement between the Securities Administrator, on behalf of the Trust, and theClass A-1 Yield Maintenance Agreement Provider substantially in the formattached hereto as Exhibit N-1. The Class A-1 Yield Maintenance Agreement shallnot be an asset of any REMIC formed under this Agreement.

"Class A-1 Yield Maintenance Agreement Payment": On eachDistribution Date through the Distribution Date in the amount equal to theproduct of (a) the excess of the lesser of (i) One-Month LIBOR and (ii) 9.78%over the applicable Cap Rate I for such Distribution Date, as set forth on theschedule attached to the confirmation to the Class A-1 Yield MaintenanceAgreement for such Distribution Date, (b) the lesser of (i) the cap notionalamount as set forth on the schedule attached to the confirmation to the ClassA-1 Yield Maintenance Agreement for such Distribution Date and (ii) theaggregate Class Certificate Balance of the Class A-1SS and Class A-1MZCertificates immediately prior to such Distribution Date and (c) a fraction, thenumerator of which is the actual number of days elapsed since the previous

Distribution Date (or the Closing Date, in the case of the first DistributionDate) to but excluding the current Distribution Date and the denominator ofwhich is 360.

"Class A-1 Yield Maintenance Agreement Provider": Swiss Re FinancialProducts Corporation and any successor thereto.

"Class A-1MZ Applied Realized Loss Amount": As to the Class A-1MZCertificates and as of any Distribution Date, the lesser of (x) the CertificatePrincipal Balance thereof (after taking into account the distribution of thePrincipal Distribution Amount on such Distribution Date and any increase as aresult of Subsequent Recoveries, but prior to the application of the Class A-1MZApplied Realized Loss Amount, if any, on such Distribution Date) and (y) theexcess of the aggregate Certificate Principal Balance of the Class A-1SS andClass A-1MZ Certificates over the aggregate Principal Balance of the Group 1Mortgage Loans after taking into account the application of the Applied RealizedLoss Amounts for the Class M Certificates and Class B Certificates, in each caseas of such Distribution Date.


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or prior to the Optional Termination Date, 0.210% per annum, and (ii) followingthe Optional Termination Date, 0.420% per annum.

"Class A-2SS Pass-Through Rate": For each Distribution Date, a rateper annum equal to the lesser of (a) One-Month LIBOR as of the related LIBORDetermination Date, plus the Class A-2SS Certificate Margin and (b) the Group 2Maximum Rate Cap.

"Class A-3 Cap Amount": With respect to each Distribution Date andthe Class A-3A, Class A-3B and Class A-3C Certificates, the product of (a) theClass A-3 Yield Maintenance Agreement Payment for such Distribution Date and (b)a fraction, the numerator of which is the Certificate Principal Balance of suchClass immediately prior to such Distribution Date and the denominator of whichis the aggregate Certificate Principal Balance of the Class A-3A, Class A-3B andClass A-3C Certificates immediately prior to such Distribution Date.

"Class A-3 Reserve Account": The trust account created andmaintained by the Securities Administrator pursuant to Section 3.07(i) whichshall be entitled "Class A-3 Reserve Account, Wells Fargo Bank, N.A., asSecurities Administrator for JPMorgan Chase Bank, National Association, asTrustee, in trust for registered Holders of the Class A-3A, Class A-3B and ClassA-3C Certificates of the ABFC 2005-HE1 Trust, ABFC Asset-Backed Certificates,Series 2005-HE1" and which must be an Eligible Account. Amounts on deposit inthe Class A-3 Reserve Account shall not be invested. The Class A-3 ReserveAccount shall not be an asset of any REMIC formed under this Agreement.

"Class A-3 Yield Maintenance Agreement": The interest rate capagreement between the Securities Administrator, on behalf of the Trust, and theClass A-3 Yield Maintenance Agreement Provider substantially in the formattached hereto as Exhibit N-3. The Class A-3 Yield Maintenance Agreement shallnot be an asset of any REMIC formed under this Agreement.

"Class A-3 Yield Maintenance Agreement Payment": On eachDistribution Date through the Distribution Date in May 2007, the amount equal to

the product of (a) the excess of the lesser of (i) One-Month LIBOR and (ii) theapplicable Cap Rate II for such Distribution Date over the applicable Cap Rate Ifor such Distribution Date, in each case as set forth on the schedule attachedto the confirmation to the Class A-3 Yield Maintenance Agreement for suchDistribution Date, (b) the lesser of (i) the cap notional amount as set forth onthe schedule attached to the confirmation to the Class A-3 Yield MaintenanceAgreement for such Distribution Date and (ii) the aggregate Class CertificateBalance of the Class A-3A, Class A-3B and Class A-3C Certificates immediatelyprior to such Distribution Date and (c) a fraction, the numerator of which isthe actual number of days elapsed since the previous Distribution Date (or theClosing Date, in the case of the first Distribution Date) to but excluding thecurrent Distribution Date and the denominator of which is 360.

"Class A-3 Yield Maintenance Agreement Provider": Swiss Re FinancialProducts Corporation and any successor thereto.

"Class A-3A Certificate Margin": For each Distribution Date (i) onor prior to the Optional Termination Date, 0.070% per annum, and (ii) followingthe Optional Termination Date, 0.140% per annum.

"Class A-3A Pass-Through Rate": For each Distribution Date, a rateper annum equal to the lesser of (a) One-Month LIBOR as of the related LIBORDetermination Date, plus the Class A-3A Certificate Margin and (b) the Group 3Maximum Rate Cap.

"Class A-3B Certificate Margin": For each Distribution Date (i) onor prior to the Optional Termination Date, 0.170% per annum, and (ii) followingthe Optional Termination Date, 0.340% per annum.

"Class A-3B Pass-Through Rate": For each Distribution Date, a rateper annum equal to the lesser of (a) One-Month LIBOR as of the related LIBORDetermination Date, plus the Class A-3B Certificate Margin and (b) the Group 3Maximum Rate Cap.

"Class A-3C Certificate Margin": For each Distribution Date (i) onor prior to the Optional Termination Date, 0.320% per annum, and (ii) followingthe Optional Termination Date, 0.640% per annum.

"Class A-3C Pass-Through Rate": For each Distribution Date, a rateper annum equal to the lesser of (a) One-Month LIBOR as of the related LIBORDetermination Date, plus the Class A-3C Certificate Margin and (b) the Group 3Maximum Rate Cap.

"Class A Certificate": Any one of the Certificates with an "A"designated on the face thereof substantially in the form annexed hereto asExhibit A-1SS, Exhibit A-1MZ, Exhibit A-2SS, Exhibit A-2MZ, Exhibit A-3A,Exhibit A-3B and Exhibit A-3C, executed by the Securities Administrator onbehalf of the Trust and authenticated and delivered by the CertificateRegistrar, representing the right to distributions as set forth herein andtherein.

"Class B Certificate": Any one of the Certificates with a "B"designated on the face thereof substantially in the form annexed hereto asExhibit B-10, Exhibit B-11 and Exhibit B-12, executed by the SecuritiesAdministrator on behalf of the authenticated and delivered by the Certificate


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Registrar, representing the right to distributions as set forth herein andtherein.

"Class B-1 Certificate Margin": For each Distribution Date (i) on orprior to the Optional Termination Date, 3.500% per annum, and (ii) following theOptional Termination Date, 5.250% per annum.

"Class B-1 Pass-Through Rate": For each Distribution Date, thelesser of (a) One-Month LIBOR as of the related LIBOR Determination Date, plusthe Class B-1 Certificate Margin and (b) the Pool Maximum Rate Cap.

"Class B-1 Principal Distribution Amount": As of any DistributionDate on or after the Stepdown Date and as long as a Trigger Event is not ineffect, the excess of (x) the sum of (i) the sum of the Certificate PrincipalBalances of the Class A Certificates (after taking into account the payment ofthe Senior Principal Distribution Amount on such Distribution Date), (ii) theCertificate Principal Balance of the Class M-1 Certificates (after taking intoaccount the payment of the Class M-1 Principal Distribution Amount on suchDistribution Date), (iii) the Certificate Principal Balance of the Class M-2Certificates (after taking into account the payment of the Class M-2 PrincipalDistribution Amount on such Distribution Date), (iv) the Certificate PrincipalBalance of the Class M-3 Certificates (after taking into account the payment ofthe Class M-3 Principal Distribution Amount on such Distribution Date), (v) theCertificate Principal Balance of the Class M-4 Certificates (after taking intoaccount the payment of the Class M-4 Principal Distribution Amount on suchDistribution Date), (vi) the Certificate Principal Balance of the Class M-5Certificates (after taking into account the payment of the Class M-5 PrincipalDistribution Amount on such Distribution Date), (vii) the Certificate PrincipalBalance of the Class M-6 Certificates (after taking into account the payment ofthe Class M-6 Principal Distribution Amount on such Distribution Date), (viii)the Certificate Principal Balance of the Class M-7 Certificates (after takinginto account the payment of the Class M-7 Principal Distribution Amount on suchDistribution Date), (ix) the Certificate Principal Balance of the Class M-8Certificates (after taking into account the payment of the Class M-8 Principal

Distribution Amount on such Distribution Date), (x) the Certificate PrincipalBalance of the Class M-9 Certificates immediately prior to such DistributionDate and (xi) the Certificate Principal Balance of the Class B-1 Certificatesimmediately prior to such Distribution Date over (y) the lesser of (A) theproduct of (i) 93.60% and (ii) the Pool Balance as of the last day of therelated Collection Period and (B) the Pool Balance as of the last day of therelated Collection Period minus the product of 0.50% and the Cut-off DateAggregate Principal Balance.

"Class B-1 Realized Loss Amortization Amount": As to the Class B-1Certificates and as of any Distribution Date, the lesser of (x) the UnpaidRealized Loss Amount for the Class B-1 Certificates as of such Distribution Dateand (y) the excess of (i) the Monthly Excess Cashflow Amount over (ii) the sumof the amounts described in Section 4.02(b)(i) through (xxxii) hereof, in eachcase for such Distribution Date.



"Class B-2 Principal Distribution Amount": As of any DistributionDate on or after the Stepdown Date and as long as a Trigger Event is not ineffect, the excess of (x) the sum of (i) the sum of the Certificate PrincipalBalances of the Class A Certificates (after taking into account the payment ofthe Senior Principal Distribution Amount on such Distribution Date), (ii) theCertificate Principal Balance of the Class M-1 Certificates (after taking intoaccount the payment of the Class M-1 Principal Distribution Amount on suchDistribution Date), (iii) the Certificate Principal Balance of the Class M-2Certificates (after taking into account the payment of the Class M-2 PrincipalDistribution Amount on such Distribution Date), (iv) the Certificate PrincipalBalance of the Class M-3 Certificates (after taking into account the payment ofthe Class M-3 Principal Distribution Amount on such Distribution Date), (v) theCertificate Principal Balance of the Class M-4 Certificates (after taking into

account the payment of the Class M-4 Principal Distribution Amount on suchDistribution Date), (vi) the Certificate Principal Balance of the Class M-5Certificates (after taking into account the payment of the Class M-5 PrincipalDistribution Amount on such Distribution Date), (vii) the Certificate PrincipalBalance of the Class M-6 Certificates (after taking into account the payment ofthe Class M-6 Principal Distribution Amount on such Distribution Date), (viii)the Certificate Principal Balance of the Class M-7 Certificates (after takinginto account the payment of the Class M-7 Principal Distribution Amount on suchDistribution Date), (ix) the Certificate Principal Balance of the Class M-8Certificates (after taking into account the payment of the Class M-8 PrincipalDistribution Amount on such Distribution Date), (x) the Certificate PrincipalBalance of the Class M-9 Certificates (after taking into account the payment ofthe Class M-9 Principal Distribution Amount on such Distribution Date), (xi) theCertificate Principal Balance of the Class B-1 Certificates (after taking intoaccount the payment of the Class B-1 Principal Distribution Amount on suchDistribution Date) and (xii) the Certificate Principal Balance of the Class B-2Certificates immediately prior to such Distribution Date over (y) the lesser of(A) the product of (i) 95.60% and (ii) the Pool Balance as of the last day of


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the related Collection Period and (B) the Pool Balance as of the last day of therelated Collection Period minus the product of 0.50% and the Cut-off DateAggregate Principal Balance.

"Class B-2 Realized Loss Amortization Amount": As to the Class B-2Certificates and as of any Distribution Date, the lesser of (x) the UnpaidRealized Loss Amount for the Class B-2 Certificates as of such Distribution Dateand (y) the excess of (i) the Monthly Excess Cashflow Amount over (ii) the sumof the amounts described in Section 4.02(b)(i) through (xxxv) hereof, in eachcase for such Distribution Date.



"Class B-3 Principal Distribution Amount": As of any DistributionDate on or after the Stepdown Date and as long as a Trigger Event is not ineffect, the excess of (x) the sum of (i) the sum of the Certificate PrincipalBalances of the Class A Certificates (after taking into account the payment ofthe Senior Principal Distribution Amount on such Distribution Date), (ii) theCertificate Principal Balance of the Class M-1 Certificates (after taking intoaccount the payment of the Class M-1 Principal Distribution Amount on suchDistribution Date), (iii) the Certificate Principal Balance of the Class M-2Certificates (after taking into account the payment of the Class M-2 PrincipalDistribution Amount on such Distribution Date), (iv) the Certificate PrincipalBalance of the Class M-3 Certificates (after taking into account the payment ofthe Class M-3 Principal Distribution Amount on such Distribution Date), (v) theCertificate Principal Balance of the Class M-4 Certificates (after taking intoaccount the payment of the Class M-4 Principal Distribution Amount on suchDistribution Date), (vi) the Certificate Principal Balance of the Class M-5

Certificates (after taking into account the payment of the Class M-5 PrincipalDistribution Amount on such Distribution Date), (vii) the Certificate PrincipalBalance of the Class M-6 Certificates (after taking into account the payment ofthe Class M-6 Principal Distribution Amount on such Distribution Date), (viii)the Certificate Principal Balance of the Class M-7 Certificates (after takinginto account the payment of the Class M-7 Principal Distribution Amount on suchDistribution Date), (ix) the Certificate Principal Balance of the Class M-8Certificates (after taking into account the payment of the Class M-8 PrincipalDistribution Amount on such Distribution Date), (x) the Certificate PrincipalBalance of the Class M-9 Certificates (after taking into account the payment ofthe Class M-9 Principal Distribution Amount on such Distribution Date), (xi) theCertificate Principal Balance of the Class B-1 Certificates (after taking intoaccount the payment of the Class B-1 Principal Distribution Amount on suchDistribution Date), (xii) the Certificate Principal Balance of the Class B-2Certificates (after taking into account the payment of the Class B-2 PrincipalDistribution Amount on such Distribution Date) and (xiii) the CertificatePrincipal Balance of the Class B-3 Certificates immediately prior to suchDistribution Date over (y) the lesser of (A) the product of (i) 98.00% 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 theproduct of 0.50% and the Cut-off Date Aggregate Principal Balance.

"Class B-3 Realized Loss Amortization Amount": As to the Class B-3Certificates and as of any Distribution Date, the lesser of (x) the UnpaidRealized Loss Amount for the Class B-3 Certificates as of such Distribution Dateand (y) the excess of (i) the Monthly Excess Cashflow Amount over (ii) the sumof the amounts described in Section 4.02(b)(i) through (xxxviii) hereof, in eachcase for such Distribution Date.

"Class CE Certificates": Any one of the Class CE Certificates asdesignated on the face thereof substantially in the form annexed hereto asExhibit C-1, executed by the Securities Administrator on behalf of the Trust andauthenticated and delivered by the Certificate Registrar, representing the rightto distributions as set forth herein and therein.

"Class CE Distributable Amount": With respect to any DistributionDate, the sum of (i) the interest accrued on such Class CE Certificate at its

Pass-Through Rate calculated on its Notional Amount less the amount (withoutduplication) of Cap Carryover Amounts paid pursuant to Section 4.02(b)(xl), (ii)any remaining Aggregate Overcollateralization Release Amounts, and (iii) theaggregate of amounts remaining in the Reserve Accounts after the distributionsin Section 3.07(i)(i)(A) through Section 3.07(i)(i)(I).

"Class CE Uncertificated Principal Balance": As of any date ofdetermination, the Initial Overcollateralization Amount minus the sum of (i) anyRealized Losses allocated thereto and (ii) any amounts distributed (or deemeddistributed) to the Class CE Certificates with respect thereto.

"Class M Certificate": Any one of the Certificates with an "M"designated on the face thereof substantially in the form annexed hereto asExhibit B-1, Exhibit B-2, Exhibit B-3, Exhibit B-4, Exhibit B-5, Exhibit B-6,Exhibit B-7, Exhibit B-8 and Exhibit B-9, executed by the SecuritiesAdministrator on behalf of the Trust and authenticated and delivered by theCertificate Registrar, representing the right to distributions as set forthherein and therein.


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"Class M/B Cap Amount": With respect to each Distribution Date andeach Class of Class M and Class B Certificates, the product of (a) the Class M/BYield Maintenance Agreement Payment for such Distribution Date and (b) afraction, the numerator of which is the Certificate Principal Balance of suchClass immediately prior to such Distribution Date and the denominator of whichis the aggregate Certificate Principal Balance of the Class M and Class BCertificates immediately prior to such Distribution Date.

"Class M/B Reserve Account": The trust account created andmaintained by the Securities Administrator pursuant to Section 3.07(i) whichshall be entitled "Class M/B Reserve Account, Wells Fargo Bank, N.A., asSecurities Administrator for JPMorgan Chase Bank, National Association, asTrustee, in trust for registered Holders of the Class M and Class B Certificatesof the ABFC 2005-HE1 Trust, ABFC Asset-Backed Certificates, Series 2005-HE1" andwhich must be an Eligible Account. Amounts on deposit in the Class M/B ReserveAccount shall not be invested. The Class M/B Reserve Account shall not be anasset of any REMIC formed under this Agreement.

"Class M/B Yield Maintenance Agreement": The interest rate capagreement between the Securities Administrator, on behalf of the Trust, and theClass M/B Yield Maintenance Agreement Provider substantially in the formattached hereto as Exhibit N-4. The Class M/B Yield Maintenance Agreement shallnot be an asset of any REMIC formed under this Agreement.

"Class M/B Yield Maintenance Agreement Payment": On eachDistribution Date through the Distribution Date in November 2007, the amountequal to the product of (a) the excess of the lesser of (i) One-Month LIBOR and(ii) the applicable Cap Rate II for such Distribution Date over the applicableCap Rate I for such Distribution Date, each as set forth on the scheduleattached to the confirmation to the Class M/B Yield Maintenance Agreement forsuch Distribution Date, (b) the lesser of (i) the cap notional amount as setforth on the schedule attached to the confirmation to the Class M/B YieldMaintenance Agreement for such Distribution Date and (ii) the aggregate Class

Certificate Balance of the Class M and Class B Certificates immediately prior tosuch Distribution Date and (c) a fraction, the numerator of which is the actualnumber of days elapsed since the previous Distribution Date (or the ClosingDate, in the case of the first Distribution Date) to but excluding the currentDistribution Date and the denominator of which is 360.

"Class M/B Yield Maintenance Agreement Provider": Swiss Re FinancialProducts Corporation and any successor thereto.

"Class M-1 Certificate Margin": For each Distribution Date (i) on orprior to the Optional Termination Date, 0.420% per annum, and (ii) following theOptional Termination Date, 0.630% per annum.

"Class M-1 Pass-Through Rate": For each Distribution Date, thelesser of (a) One-Month LIBOR as of the related LIBOR Determination Date, plusthe Class M-1 Certificate Margin and (b) the Pool Maximum Rate Cap.

"Class M-1 Principal Distribution Amount": As of any DistributionDate 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 Certificate Principal Balances ofthe Class A Certificates (after taking into account the payment of the SeniorPrincipal Distribution Amount on such Distribution Date) and (ii) theCertificate Principal Balance of the Class M-1 Certificates immediately prior tosuch Distribution Date over (y) the lesser of (A) the product of (i) 66.60% 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 minusthe product of 0.50% and the Cut-off Date Aggregate Principal Balance.

"Class M-1 Realized Loss Amortization Amount": As to the Class M-1Certificates and as of any Distribution Date, the lesser of (x) the UnpaidRealized Loss Amount for the Class M-1 Certificates as of such Distribution Dateand (y) the excess of (i) the Monthly Excess Cashflow Amount over (ii) the sumof the amounts described in Section 4.02(b)(i) through (v) hereof, in each casefor such Distribution Date.

"Class M-2 Certificate Margin": For each Distribution Date (i) on orprior to the Optional Termination Date, 0.440% per annum, and (ii) following the

Optional Termination Date, 0.660% per annum.


"Class M-2 Principal Distribution Amount": As of any DistributionDate on or after the Stepdown Date and as long as a Trigger Event is not ineffect, the excess of (x) the sum of (i) the Certificate Principal Balances ofthe Class A Certificates (after taking into account the payment of the SeniorPrincipal Distribution Amount on such Distribution Date), (ii) the CertificatePrincipal Balance of the Class M-1 Certificates (after taking into account thepayment of the Class M-1 Principal Distribution Amount on such DistributionDate) and (iii) the Certificate Principal Balance of the Class M-2 Certificatesimmediately prior to such Distribution Date over (y) the lesser of (A) theproduct of (i) 73.00% and (ii) the Pool Balance as of the last day of therelated Collection Period and (B) the Pool Balance as of the last day of therelated Collection Period minus the product of 0.50% and the Cut-off Date


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Aggregate Principal Balance.

"Class M-2 Realized Loss Amortization Amount": As to the Class M-2Certificates and as of any Distribution Date, the lesser of (x) the UnpaidRealized Loss Amount for the Class M-2 Certificates as of such Distribution Dateand (y) the excess of (i) the Monthly Excess Cashflow Amount over (ii) the sumof the amounts described in Section 4.02(b)(i) through (viii) hereof, in eachcase for such Distribution Date.



"Class M-3 Principal Distribution Amount": As of any DistributionDate on or after the Stepdown Date and as long as a Trigger Event is not ineffect, the excess of (x) the sum of (i) the sum of the Certificate PrincipalBalances of the Class A Certificates (after taking into account the payment ofthe Senior Principal Distribution Amount on such Distribution Date), (ii) theCertificate Principal Balance of the Class M-1 Certificates (after taking intoaccount the payment of the Class M-1 Principal Distribution Amount on suchDistribution Date), (iii) the Certificate Principal Balance of the Class M-2Certificates (after taking into account the payment of the Class M-2 PrincipalDistribution Amount on such Distribution Date), and (iv) the CertificatePrincipal Balance of the Class M-3 Certificates immediately prior to suchDistribution Date over (y) the lesser of (A) the product of (i) 76.50% and (ii)the Pool Balance as of the last day of the related Collection Period and (B) thePool Balance as of the last day of the related Collection Period minus theproduct of 0.50% and the Cut-off Date Aggregate Principal Balance.

"Class M-3 Realized Loss Amortization Amount": As to the Class M-3

Certificates and as of any Distribution Date, the lesser of (x) the UnpaidRealized Loss Amount for the Class M-3 Certificates as of such Distribution Dateand (y) the excess of (i) the Monthly Excess Cashflow Amount over (ii) the sumof the amounts described in Section 4.02(b)(i) through (xi) hereof, in each casefor such Distribution Date.



"Class M-4 Principal Distribution Amount": As of any DistributionDate on or after the Stepdown Date and as long as a Trigger Event is not ineffect, the excess of (x) the sum of (i) the sum of the Certificate PrincipalBalances of the Class A Certificates (after taking into account the payment ofthe Senior Principal Distribution Amount on such Distribution Date), (ii) the

Certificate Principal Balance of the Class M-1 Certificates (after taking intoaccount the payment of the Class M-1 Principal Distribution Amount on suchDistribution Date), (iii) the Certificate Principal Balance of the Class M-2Certificates (after taking into account the payment of the Class M-2 PrincipalDistribution Amount on such Distribution Date), (iv) the Certificate PrincipalBalance of the Class M-3 Certificates (after taking into account the payment ofthe Class M-3 Principal Distribution Amount on such Distribution Date) and (v)the Certificate Principal Balance of the Class M-4 Certificates immediatelyprior to such Distribution Date over (y) the lesser of (A) the product of (i)80.00% and (ii) the Pool Balance as of the last day of the related CollectionPeriod and (B) the Pool Balance as of the last day of the related CollectionPeriod minus the product of 0.50% and the Cut-off Date Aggregate PrincipalBalance.

"Class M-4 Realized Loss Amortization Amount": As to the Class M-4Certificates and as of any Distribution Date, the lesser of (x) the UnpaidRealized Loss Amount for the Class M-4 Certificates as of such Distribution Dateand (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 (xiv) hereof, in eachcase for such Distribution Date.



"Class M-5 Principal Distribution Amount": As of any DistributionDate on or after the Stepdown Date and as long as a Trigger Event is not ineffect, the excess of (x) the sum of (i) the sum of the Certificate PrincipalBalances of the Class A Certificates (after taking into account the payment ofthe Senior Principal Distribution Amount on such Distribution Date), (ii) theCertificate Principal Balance of the Class M-1 Certificates (after taking intoaccount the payment of the Class M-1 Principal Distribution Amount on such


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Distribution Date), (iii) the Certificate Principal Balance of the Class M-2Certificates (after taking into account the payment of the Class M-2 PrincipalDistribution Amount on such Distribution Date), (iv) the Certificate PrincipalBalance of the Class M-3 Certificates (after taking into account the payment ofthe Class M-3 Principal Distribution Amount on such Distribution Date), (v) theCertificate Principal Balance of the Class M-4 Certificates (after taking intoaccount the payment of the Class M-4 Principal Distribution Amount on suchDistribution Date) and (vi) the Certificate Principal Balance of the Class M-5Certificates immediately prior to such Distribution Date over (y) the lesser of(A) the product of (i) 83.50% and (ii) the Pool Balance as of the last day ofthe related Collection Period and (B) the Pool Balance as of the last day of therelated Collection Period minus the product of 0.50% and the Cut-off DateAggregate Principal Balance.

"Class M-5 Realized Loss Amortization Amount": As to the Class M-5Certificates and as of any Distribution Date, the lesser of (x) the UnpaidRealized Loss Amount for the Class M-5 Certificates as of such Distribution Dateand (y) the excess of (i) the Monthly Excess Cashflow Amount over (ii) the sumof the amounts described in Section 4.02(b)(i) through (xvii) hereof, in eachcase for such Distribution Date.



"Class M-6 Principal Distribution Amount": As of any DistributionDate on or after the Stepdown Date and as long as a Trigger Event is not ineffect, the excess of (x) the sum of (i) the sum of the Certificate PrincipalBalances of the Class A Certificates (after taking into account the payment ofthe Senior Principal Distribution Amount on such Distribution Date), (ii) the

Certificate Principal Balance of the Class M-1 Certificates (after taking intoaccount the payment of the Class M-1 Principal Distribution Amount on suchDistribution Date), (iii) the Certificate Principal Balance of the Class M-2Certificates (after taking into account the payment of the Class M-2 PrincipalDistribution Amount on such Distribution Date), (iv) the Certificate PrincipalBalance of the Class M-3 Certificates (after taking into account the payment ofthe Class M-3 Principal Distribution Amount on such Distribution Date), (v) theCertificate Principal Balance of the Class M-4 Certificates (after taking intoaccount the payment of the Class M-4 Principal Distribution Amount on suchDistribution Date), (vi) the Certificate Principal Balance of the Class M-5Certificates (after taking into account the payment of the Class M-5 PrincipalDistribution Amount on such Distribution Date) and (vii) the CertificatePrincipal Balance of the Class M-6 Certificates immediately prior to suchDistribution Date over (y) the lesser of (A) the product of (i) 86.50% and (ii)the Pool Balance as of the last day of the related Collection Period and (B) thePool Balance as of the last day of the related Collection Period minus theproduct of 0.50% and the Cut-off Date Aggregate Principal Balance.

"Class M-6 Realized Loss Amortization Amount": As to the Class M-6

Certificates and as of any Distribution Date, the lesser of (x) the UnpaidRealized Loss Amount for the Class M-6 Certificates as of such Distribution Dateand (y) the excess of (i) the Monthly Excess Cashflow Amount over (ii) the sumof the amounts described in Section 4.02(b)(i) through (xx) hereof, in each casefor such Distribution Date.



"Class M-7 Principal Distribution Amount": As of any DistributionDate on or after the Stepdown Date and as long as a Trigger Event is not ineffect, the excess of (x) the sum of (i) the sum of the Certificate PrincipalBalances of the Class A Certificates (after taking into account the payment of

the Senior Principal Distribution Amount on such Distribution Date), (ii) theCertificate Principal Balance of the Class M-1 Certificates (after taking intoaccount the payment of the Class M-1 Principal Distribution Amount on suchDistribution Date), (iii) the Certificate Principal Balance of the Class M-2Certificates (after taking into account the payment of the Class M-2 PrincipalDistribution Amount on such Distribution Date), (iv) the Certificate PrincipalBalance of the Class M-3 Certificates (after taking into account the payment ofthe Class M-3 Principal Distribution Amount on such Distribution Date), (v) theCertificate Principal Balance of the Class M-4 Certificates (after taking intoaccount the payment of the Class M-4 Principal Distribution Amount on suchDistribution Date), (vi) the Certificate Principal Balance of the Class M-5Certificates (after taking into account the payment of the Class M-5 PrincipalDistribution Amount on such Distribution Date), (vii) the Certificate PrincipalBalance of the Class M-6 Certificates (after taking into account the payment ofthe Class M-6 Principal Distribution Amount on such Distribution Date) and(viii) the Certificate Principal Balance of the Class M-7 Certificatesimmediately prior to such Distribution Date over (y) the lesser of (A) theproduct of (i) 88.80% and (ii) the Pool Balance as of the last day of the


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related Collection Period and (B) the Pool Balance as of the last day of therelated Collection Period minus the product of 0.50% and the Cut-off DateAggregate Principal Balance.

"Class M-7 Realized Loss Amortization Amount": As to the Class M-7Certificates and as of any Distribution Date, the lesser of (x) the UnpaidRealized Loss Amount for the Class M-7 Certificates as of such Distribution Dateand (y) the excess of (i) the Monthly Excess Cashflow Amount over (ii) the sumof the amounts described in Section 4.02(b)(i) through (xxiii) hereof, in eachcase for such Distribution Date.



"Class M-8 Principal Distribution Amount": As of any DistributionDate on or after the Stepdown Date and as long as a Trigger Event is not ineffect, the excess of (x) the sum of (i) the sum of the Certificate PrincipalBalances of the Class A Certificates (after taking into account the payment ofthe Senior Principal Distribution Amount on such Distribution Date), (ii) theCertificate Principal Balance of the Class M-1 Certificates (after taking intoaccount the payment of the Class M-1 Principal Distribution Amount on suchDistribution Date), (iii) the Certificate Principal Balance of the Class M-2Certificates (after taking into account the payment of the Class M-2 PrincipalDistribution Amount on such Distribution Date), (iv) the Certificate PrincipalBalance of the Class M-3 Certificates (after taking into account the payment ofthe Class M-3 Principal Distribution Amount on such Distribution Date), (v) theCertificate Principal Balance of the Class M-4 Certificates (after taking intoaccount the payment of the Class M-4 Principal Distribution Amount on suchDistribution Date), (vi) the Certificate Principal Balance of the Class M-5

Certificates (after taking into account the payment of the Class M-5 PrincipalDistribution Amount on such Distribution Date), (vii) the Certificate PrincipalBalance of the Class M-6 Certificates (after taking into account the payment ofthe Class M-6 Principal Distribution Amount on such Distribution Date), (viii)the Certificate Principal Balance of the Class M-7 Certificates (after takinginto account the payment of the Class M-7 Principal Distribution Amount on suchDistribution Date) and (ix) the Certificate Principal Balance of the Class M-8Certificates immediately prior to such Distribution Date over (y) the lesser of(A) the product of (i) 90.90% and (ii) the Pool Balance as of the last day ofthe related Collection Period and (B) the Pool Balance as of the last day of therelated Collection Period minus the product of 0.50% and the Cut-off DateAggregate Principal Balance.

"Class M-8 Realized Loss Amortization Amount": As to the Class M-8Certificates and as of any Distribution Date, the lesser of (x) the UnpaidRealized Loss Amount for the Class M-8 Certificates as of such Distribution Dateand (y) the excess of (i) the Monthly Excess Cashflow Amount over (ii) the sumof the amounts described in Section 4.02(b)(i) through (xxvi) hereof, in eachcase for such Distribution Date.



"Class M-9 Principal Distribution Amount": As of any DistributionDate on or after the Stepdown Date and as long as a Trigger Event is not ineffect, the excess of (x) the sum of (i) the sum of the Certificate PrincipalBalances of the Class A Certificates (after taking into account the payment ofthe Senior Principal Distribution Amount on such Distribution Date), (ii) theCertificate Principal Balance of the Class M-1 Certificates (after taking intoaccount the payment of the Class M-1 Principal Distribution Amount on suchDistribution Date), (iii) the Certificate Principal Balance of the Class M-2Certificates (after taking into account the payment of the Class M-2 Principal

Distribution Amount on such Distribution Date), (iv) the Certificate PrincipalBalance of the Class M-3 Certificates (after taking into account the payment ofthe Class M-3 Principal Distribution Amount on such Distribution Date), (v) theCertificate Principal Balance of the Class M-4 Certificates (after taking intoaccount the payment of the Class M-4 Principal Distribution Amount on suchDistribution Date), (vi) the Certificate Principal Balance of the Class M-5Certificates (after taking into account the payment of the Class M-5 PrincipalDistribution Amount on such Distribution Date), (vii) the Certificate PrincipalBalance of the Class M-6 Certificates (after taking into account the payment ofthe Class M-6 Principal Distribution Amount on such Distribution Date), (viii)the Certificate Principal Balance of the Class M-7 Certificates (after takinginto account the payment of the Class M-7 Principal Distribution Amount on suchDistribution Date), (ix) the Certificate Principal Balance of the Class M-8Certificates (after taking into account the payment of the Class M-8 PrincipalDistribution Amount on such Distribution Date) and (x) the Certificate PrincipalBalance of the Class M-9 Certificates immediately prior to such DistributionDate over (y) the lesser of (A) the product of (i) 92.30% and (ii) the PoolBalance as of the last day of the related Collection Period and (B) the Pool


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Balance as of the last day of the related Collection Period minus the product of0.50% and the Cut-off Date Aggregate Principal Balance.

"Class M-9 Realized Loss Amortization Amount": As to the Class M-9Certificates and as of any Distribution Date, the lesser of (x) the UnpaidRealized Loss Amount for the Class M-9 Certificates as of such Distribution Dateand (y) the excess of (i) the Monthly Excess Cashflow Amount over (ii) the sumof the amounts described in Section 4.02(b)(i) through (xxix) hereof, in eachcase for such Distribution Date.

"Class P Certificate": Any one of the Certificates with a "P"designated on the face thereof substantially in the form annexed hereto asExhibit C-2, executed by the Securities Administrator on behalf of the Trust andauthenticated and delivered by the Certificate Registrar, representing the rightto distributions as set forth herein and therein.

"Class R Certificate": The Class R Certificate executed by theSecurities Administrator on behalf of the Trust, and authenticated and deliveredby the Certificate Registrar, substantially in the form annexed hereto asExhibit C-3 and evidencing the ownership of the Residual Interest in each ofREMIC 1 and REMIC 2. The Class R Certificate represents the ownership of theClass R-1 Interest and the Class R-2 Interest.

"Class R-1 Interest": The uncertificated residual interest in REMIC1.

"Class R-2 Interest": The uncertificated residual interest in REMIC2.

"Closing Date": March 30, 2005.

"Code": The Internal Revenue Code of 1986, as it may be amended fromtime to time.

"Collection Accounts": The separate accounts created and maintainedby each of the Servicers pursuant to the applicable Servicing Agreement.

"Collection Period": With respect to any Distribution Date, theperiod from the second day of the calendar month preceding the month in whichsuch Distribution Date occurs through the first day of the month in which suchDistribution Date occurs.

"Combined Loan-to-Value Ratio": For any Mortgage Loan, the fraction,expressed as a percentage, the numerator of which is the sum of (i) thePrincipal Balance of the Mortgage Loan at origination and (ii) the principalbalance of the senior mortgage loan, if any, on the date of origination of theMortgage Loan and the denominator of which is the Value of the related MortgagedProperty.

"Compensating Interest": With respect to any Prepayment Period andServicer, an amount equal to the lesser of (a) its aggregate Servicing Feereceived in the related Collection Period and (b) the aggregate of thePrepayment Interest Shortfalls on the Mortgage Loans serviced by such Servicer

resulting from Principal Prepayments on the Mortgage Loans during the relatedPrepayment Period.

"Condemnation Proceeds": All awards or settlements in respect of ataking of a Mortgaged Property by exercise of the power of eminent domain orcondemnation.

"Consulting Agreement": The Consulting Agreement, dated as of March30, 2005, between The Murrayhill Company, as Credit Risk Manager, and theDepositor.

"Corporate Trust Office": With respect to the Trustee, the principalcorporate trust office of the Trustee at which at any particular time itscorporate trust business in connection with this Agreement shall beadministered, which office at the date of the execution of this instrument islocated at 4 New York Plaza, 6th Floor, New York, New York 10004, Attention:Institutional Trust Services, ABFC, Series 2005-HE1 or at such other address asthe Trustee may designate from time to time by notice to the Certificateholders,

the Depositor, the Securities Administrator and the Master Servicer. Withrespect to the Securities Administrator, the principal corporate trust office ofthe Securities Administrator at which at any particular time its corporate trustbusiness in connection with this Agreement shall be administe

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ABFC 2005-HE1 (8K) 4.28.2005

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