Item 1. Business.
Not Applicable.
Item 2.
Item 2. Properties.
Not Applicable.
Item 3.
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.
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.
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.
Item 6. Selected Financial Data.
Not Applicable.
Item 7.
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operation.
Not Applicable.
Item 7A.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
Not Applicable.
Item 8.
Item 8. Financial Statements and Supplementary Data.
Not Applicable.
Item 9.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
None.
Item 9A.
Item 9A. Controls and Procedures.
Not Applicable.
Item 9B.
Item 9B. Other Information.
Not Applicable.
PART III
Item 10.
Item 10. Directors and Executive Officers of the Registrant.
Not Applicable.
Item 11.
Item 11. Executive Compensation.
Not Applicable.
Item 12.
Item 12. Security Ownership of Certain Beneficial Owners and Management.
Not Applicable.
Item 13.
Item 13. Certain Relationships and Related Transactions.
Not Applicable.
Item 14.
Item 14. Principal Accounting Fees and Services
Not Applicable.
PART IV
Item 15.
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.
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
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.
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.
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
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
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 - ------------------------------ Executive Managing Director and Chief Financial Officer
/s/ Kevin Meyers - ------------------------------ Kevin Meyers Managing Director, Chief Financial Officer Loan Administration
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.