Master Contribution Agreement

MASTER CONTRIBUTION AGREEMENT


MASTER CONTRIBUTION AGREEMENT, dated as of November 16, 2001 (this "Agreement"), by and between American Business Financial Services, Inc., as owner and contributor ("Contributor") and ABFS REPO 2001, Inc., as Company ("Company").


Contributor holds 100% ownership interest in Company. Contributor intends to contribute to the capital of Company, from time to time, certain Loans (the "Contributed Assets") in accordance with the terms hereof (with respect to the Contributed Assets contributed on any such date, each a "Closing Date"). Each of Contributor and Company has duly authorized the execution, delivery and performance of this Agreement for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged.


In consideration of the mutual agreements herein contained, Contributor and Company agree as follows:


1. All capitalized terms not defined herein shall have the meanings assigned to them in the Master Repurchase Agreement, dated as of November 16, 2001, between Company and Credit Suisse First Boston Mortgage Capital LLC ("Buyer"), as amended by Annex I thereto (as may be further amended, restated or modified from time to time, the "Repurchase Agreement").


2. On the second Business Day preceding each Closing Date, Company shall deliver a Transaction Notice in accordance with the provisions of the Repurchase Agreement. Contributor hereby agrees that the Purchased Securities identified in each such Transaction Notice shall be Contributed Assets hereunder. On each Closing Date, Contributor shall execute and deliver to the Buyer or its agent a Confirmation of Contribution in substantially the form of Exhibit 1 hereto (or in the form of Annex 3 of the Custody Agreement) with respect to the related Contributed Assets, whereby Contributor shall contribute to the capital of, assign, transfer, set over and otherwise convey to Company, without recourse, all of the right, title and interest in, to and under such Contributed Assets, including without limitation all amounts distributable in respect of such Contributed Assets payable after such Closing Date; provided, however, that notwithstanding the failure of Contributor to execute such Confirmation of Contribution, if a Transaction is entered into pursuant to the Repurchase Agreement, the contribution of the related Purchased Securities shall be conclusively deemed to have occurred on the initial Purchase Date of such Purchased Securities. In accordance with the terms of the Repurchase Agreement, Contributor agrees to remit, or cause to be remitted, to Buyer or the Custodian, as appropriate, immediately upon receipt thereof, any amount in respect of any Contributed Asset distributed directly to or otherwise received by Contributor after the related Closing Date.


3. The parties hereto acknowledge that Company intends to sell and transfer the Contributed Assets to Buyer pursuant to the terms of the Repurchase Agreement. Accordingly, Company hereby instructs Contributor to deliver the Contributed Assets directly to Buyer, or its designee, as designee of Company, in accordance with the terms and provisions of the Repurchase Agreement and the Custody Agreement.


4. It is intended that the conveyance of the Contributed Assets by Contributor to Company as provided hereby be, and be construed as, an absolute contribution of the Contributed Assets to the capital of Company by Contributor. Furthermore, it is not intended that such conveyance be deemed a pledge of such Contributed Assets by Contributor to Company to secure a debt or other obligation of Contributor. However, in the event that, notwithstanding the intent of the parties, such Contributed Assets are held to be property of Contributor, or if for any reason this Agreement is held or deemed to create a security interest in such Contributed Assets, then it is intended that:


(a) this Agreement shall also be deemed a security agreement within the meaning of Articles 8 and 9 of the New York Uniform Commercial Code and the Uniform Commercial Code of any other applicable jurisdiction;


(b) the conveyance provided for in this Section shall be deemed to be a grant by Contributor to Company of a security interest in all of Contributor's right (including the power to convey title thereto), title and interest, whether now owned or hereafter acquired in, to and under the Contributed Assets, and all payments and other distributions thereon after the Closing Date, and all proceeds of the foregoing;


(c) the possession by Company ...