UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
[X] Annual report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the fiscal year ended December 31, 2004
[ ] Transition report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 for the transition period from to
Commission File Number 333-108551-12
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ASSET BACKED FUNDING CORPORATION
First Franklin Mortgage Loan Trust 2004-FF10
Asset Backed Certificates, Series 2004-FF10
(Exact name of registrant as specified in its charter)
New York 34-2024539, 34-2024525
(State or other jurisdiction of (IRS Employer Identification Nos.)
incorporation)
c/o Asset Backed Funding Corporation
214 North Tryon Street
Charlotte, North Carolina 28255
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code : (704) 386-2400
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.
Not Applicable
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Exchange Act Rule 12b-2). Yes [ ] No [X]
State the aggregate market value of the voting and non-voting common
equity held by non-affiliates computed by reference to the price at which
the common equity was last sold, or the average bid and asked price of
such common equity, as of the last business day of the registrant's most
recently completed second fiscal quarter.
Not applicable.
Indicate the number of shares outstanding of each of the registrant's
classes of common stock, as of the latest practicable date.
Not applicable.
Documents Incorporated by Reference
List hereunder the following documents if incorporated by reference and
the Part of the Form 10-K (e.g. Part I, Part II, etc.) into which the
document is incorporated: (1)Any annual report to security holders; (2)
Any proxy or information statement; and (3)Any prospectus filed pursuant
to Rule 424(b) or (c) under the Securities Act of 1933. The listed
documents should be clearly described for identification purposes (e.g.
annual report to security holders for fiscal year ended December 24, 1980).
Not applicable.
Introductory Note
This Annual Report on Form 10-K is prepared in reliance on the no-action
letter dated March 26, 1993 issued by the Securities and Exchange Commission
to Nomura Asset Securities Corporation.
PART I
Item 1. Business.
Not Applicable.
Item 2. Properties.
Not Applicable.
Item 3. Legal Proceedings
The Registrant is not aware of any material legal proceeding with respect
to the Company, the Servicer or the Trustee, as relates to the Trust.
Item 4. Submission of Matters to a Vote of Security Holders.
No matter was submitted to a vote or consent of Holders of the Certificates
during the fiscal year covered by this report.
PART II
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters
and Issuer Purchases of Equity Securities.
There is currently no established public trading market for the
certificates issued by the Trust.
As of December 31, 2004 the total number of holders with respect to each
class of certificates is set forth below:
A-1 11
A-2 27
A-3 6
M-1 2
M-2 3
M-3 2
M-4 2
M-5 1
M-7F 1
M-6 1
M-7A 1
Item 6. Selected Financial Data.
Not Applicable.
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operation.
Not Applicable.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
Not Applicable.
Item 8. Financial Statements and Supplementary Data.
Not Applicable.
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
None.
Item 9A. Controls and Procedures.
Not Applicable.
Item 9B. Other Information.
Not Applicable.
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PART III
Item 10. Directors and Executive Officers of the Registrant.
Not Applicable.
Item 11. Executive Compensation.
Not Applicable.
Item 12. Security Ownership of Certain Beneficial Owners and Management.
Not Applicable.
Item 13. Certain Relationships and Related Transactions.
Not Applicable.
Item 14. Principal Accounting Fees and Services
Not Applicable.
PART IV
Item 15. Exhibits, Financial Statement Schedules.
(a) The following is a list of documents filed as part of this report:
4.1 Pooling and Servicing Agreement (filed as an exhibit to
Form 8-K on November 2, 2004).
31.1 Rule 13a-14(a)/15d-14(a) Certification.
99.1 Annual Independent Public Accountant's Servicing Report
concerning servicing activities for the year ended
December 31, 2004.
99.2 Annual Statement as to Compliance under the Pooling and
Servicing Agreement for the year ended December 31, 2004.
(b) The exhibits required to be filed by Registrant pursuant to Item 601
of Regulation S-K are listed above and in the Exhibit Index that
immediately follows the signature page hereof.
(c) Not Applicable.
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SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.
First Franklin Mortgage Loan Trust 2004-FF10
Asset Backed Certificates, Series 2004-FF10
By: Asset Backed Funding Corporation, as Depositor
By: /s/ Daniel B. Goodwin
------------------------
Name: Daniel B. Goodwin
Title: President
Date: March 29, 2005
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Supplemental Information to be Furnished With Reports Filed Pursuant to Section
15(d) of the Act by Registrants Which Have Not Registered Securities Pursuant to
Section 12 of the Act
(a)(i) No annual report is provided to the Certificateholders other than
with respect to aggregate principal and interest distributions.
(a)(ii) No proxy statement, form of proxy or other proxy soliciting
material has been sent to any Certificateholder with respect to any
annual or other meeting of Certificateholders.
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Exhibit Index
Exhibit No.
4.1 Pooling and Servicing Agreement (filed as an exhibit to Form 8-K
on November 2, 2004).
31.1 Rule 13a-14(a)/15d-14(a) Certification.
99.1 Annual Independent Public Accountant's Servicing Report with Management
Assertion concerning servicing activities for the year
ended December 31, 2004.
99.2 Annual Statement as to Compliance under the Pooling and Servicing
Agreement for the year ended December 31, 2004.
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EXHIBIT 31.1
Rule 13a-14(a)/15d-14(a) Certification
------------------------
CERTIFICATION
FIRST FRANKLIN MORTGAGE LOAN TRUST 2004-FF10,
ASSET-BACKED CERTIFICATES, SERIES 2004-FF10
I, Daniel B. Goodwin, the President of Asset Backed Funding Corporation,
certify that:
1. I have reviewed this annual report on Form 10-K, and all monthly current
reports on Form 8-K containing distribution or servicing reports filed in
respect of periods included in the year covered by this annual report of
the ABFC 2004-FF10 Trust formed pursuant to the Pooling and Servicing
Agreement, dated as of October 1, 2004 (the "Agreement"), among Asset
Backed Funding Corporation, as depositor, Countrywide Home Loans
Servicing LP, as servicer (the "Servicer") and JPMorgan Chase Bank, N.A.,
as trustee the "Trustee");
2. Based on my knowledge, the information in these reports, taken as a whole,
does not contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading as of
the last day of the period covered by this annual report;
3. Based on my knowledge, the distribution or servicing information required
to be provided to the Trustee by the Servicer under the Agreement for
inclusion in these reports is included in these reports;
4. Based on my knowledge and upon the annual compliance statement included in
the report and required to be delivered to the Trustee in accordance with
the terms of the Agreement, and except as disclosed in the reports, the
Servicer has fulfilled its obligations under the Agreement; and
5. The reports disclose all significant deficiencies relating to the
Servicer's compliance with the minimum servicing standards, based upon the
report provided by an independent public accountant after conducting a
review in compliance with the Uniform Single Attestation Program for
Mortgage Bankers or similar procedure as set forth in the Agreement that is
included in these reports.
In giving the certifications above, I have reasonably relied on information
provided to me by the following unaffiliated parties: Countrywide Home Loans
Servicing LP and JPMorgan Chase Bank, N.A.
By: /s/ Daniel B. Goodwin
-----------------------
Name: Daniel B. Goodwin
Title: President
Date: March 29, 2005
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EXHIBIT 99.1
Annual Independent Public Accountant's Servicing Report
with Management Assertion
-----------------------
KPMG LLP
Suite 2000
355 South Grand Avenue
Los Angeles, CA 90071
Independent Accountants' Report
Board of Directors
Countrywide Financial Corporation:
We have examined the accompanying management's assertion, that Countrywide
Financial Corporation and subsidiaries, including its wholly-owned subsidiary
Countrywide Home Loans, Inc. (CHL) and Countrywide Home Loans Servicing, L.P., a
wholly-owned subsidiary of CHL, (collectively, the Company) complied with the
minimum servicing standards set forth in the Mortgage Bankers Association of
America's Uniform Single Attestation Program for Mortgage Bankers (USAP) as of
and for the year ended December 31, 2004. Management is responsible for the
Company's compliance with those minimum servicing standards. Our responsibility
is to express an opinion on management's assertion about the Company' compliance
based on our examination.
Our examination was conducted in accordance with attestation standards
established by the American Institute of Certified Public Accountants and,
accordingly, included examining, on a test basis, evidence about the Company's
compliance with the minimum servicing standards specified above and performing
such other procedures as we considered necessary in the circumstances. We
believe that our examination provides a reasonable basis for our opinion. Our
examination does not provide a legal determination on the Company's compliance
with the minimum servicing standards.
In our opinion, management's assertion that Countrywide Financial Corporation
and subsidiaries, (including its wholly-owned subsidiary, Countrywide Home
Loans, Inc. (CHL) and Countrywide Home Loans Servicing, L.P., a wholly-owned
subsidiary of CHL, complied with the aforementioned minimum servicing standards
as of and for year ended December 31, 2004 is fairly stated, in all material
respects.
By: /s/ KPMG LLP
- ---------------------------
March 17, 2005
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Countrywide Home Loans
Management's Assertion
March 17, 2005
As of and for the year ended December 31, 2004, Countrywide Financial
Corporation and Subsidiaries (which includes its wholly-owned subsidiary,
Countrywide Home Loans, Inc. ("CHL"), and Countrywide Home Loans Servicing,
L.P., a wholly owned subsididary of CHL) ("the Company") has complied in all
material respects with the minimum servicing standards set forth in the Mortgage
Bankers Association of America's Uniform Single Attestation for Mortgage
Bankers. As of and for this same period, the Company had in effect a fidelity
bond and errors ad omissions policy in the amount of $200 million and $100
million, respectively.
Sincerely,
/s/ Thomas K. McLaughlin
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Executive Managing Director and
Chief Financial Officer
/s/ Kevin Meyers
- ------------------------------
Kevin Meyers
Managing Director, Chief Financial Officer
Loan Administration
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<page>
EXHIBIT 99.2
Servicer's Annual Statement as to Compliance
-----------------------
Countrywide
400 Countrywide Way
Simi Valley, California 93065-6298
I, Joseph M. Candelario, hereby certify that I am the First Vice President,
Loan Administration of Countrywide Home Loans Servicing, LP (the "Servicer").
I further certify, with respect to the agreements listed on Exhibit I hereto
(the "Agreements"), the following:
I have reviewed the activities and performance of the Servicer during the
fiscal year ended December 31, 2004 under the Agreements and, to the best of my
knowledge, based on my review, the Servicer has fulfilled all of its duties,
responsibilities or obligations under the Agreements throughout the fiscal year.
Dated: March 22, 2005
COUNTRYWIDE HOME LOANS
SERVICING LP,
as Servicer
By: /s/ Joseph Candelario
----------------------------
Joseph Candelario
First Vice President
Exhibit I
PARTIES DATE OF AGREEMENT
Asset Back Funding Corporation, Countrywide Home As of July 1, 2004
Loans Servicing, LP and JPMorgan Chase Bank, N.A.
Asset Back Funding Corporation, Countrywide Home As of October 1, 2004
Loans Servicing, LP and JPMorgan Chase Bank, N.A.
Banc of America, N.A., as assignee of Banc of America As of April 1, 2003,
Mortgage Capital Corporation, and Countrywide Home as amended
Loans, Inc.
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