BEAR STEARNS ASSET BACKED SECURITIES INC
EX-10.1
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<TYPE>EX-10.1
<SEQUENCE>9
<FILENAME>ex10-1.txt
<DESCRIPTION>EX-10.1
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                                                                    EXHIBIT 10.1
                                                                    ------------


                           MBIA INSURANCE CORPORATION

                       FINANCIAL GUARANTY INSURANCE POLICY

                                December 20, 2001



                                                      Insurance Policy No. 37100

Obligations:               ABFS Mortgage Loan Trust 2001-4 Mortgage-Backed
                           Notes, Series 2001-4, Class A with an initial Class A
                           Note Principal Balance of $322,320,000 (the "Class A
                           Notes").

Beneficiary:               JPMorgan Chase Bank, as indenture trustee (the
                           "Indenture Trustee") under the Indenture, dated as of
                           December 1, 2001 (as amended or otherwise modified
                           with the consent of MBIA, the "Indenture") between
                           ABFS Mortgage Loan Trust 2001-4, as the Trust, and
                           the Indenture Trustee.


                  MBIA INSURANCE CORPORATION ("MBIA"), for consideration
received, hereby unconditionally and irrevocably guarantees to the Indenture
Trustee for the benefit of the Class A Noteholders, subject to the terms of this
Financial Guaranty Insurance Policy (this "Insurance Policy"), that an amount
equal to each Insured Distribution will be received by the Indenture Trustee
after claim by the Indenture Trustee, for distribution in accordance with the
terms of the Indenture; provided, however, that in no event shall any payment
under this Insurance Policy be made in respect of or due to the failure by the
Indenture Trustee to deliver to the Class A Noteholders any amount due to the
Class A Noteholders under the terms of the Class A Notes or the Indenture from
the funds then available for such payment on deposit in any Account or otherwise
available to the Indenture Trustee for payment to the Noteholders under the
Indenture, or the failure of the Indenture Trustee to deliver to any Class A
Noteholder any amount paid by MBIA hereunder. MBIA's obligations hereunder with
respect to a particular Insured Distribution shall be discharged to the extent
funds equal to the applicable Insured Distribution are received by the Indenture
Trustee, whether or not such funds are properly applied by the Indenture
Trustee. Insured Distributions shall be made only at the time set forth in this
Insurance Policy, and no accelerated Insured Distributions shall be made
regardless of any acceleration of the Obligations or any amounts due in respect
thereof, unless such acceleration is at the sole option of MBIA.

                  Notwithstanding the foregoing paragraph, this Insurance Policy
does not cover shortfalls, if any, attributable to the liability of the Trust or
the Indenture Trustee for withholding taxes, if any (including interest and
penalties in respect of any such liability). In addition, this Insurance Policy
does not cover any Net Mortgage Loan Interest Shortfalls, nor does this
Insurance Policy guarantee to the Noteholders any particular rate of principal
distribution.






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                  Capitalized terms used herein and not otherwise defined herein
shall have the meanings assigned to them in the Indenture.

                  The following terms shall have the following meanings:

                  "Deficiency Amount" means for any Distribution Date, the
excess, if any, of (i) the Required Distributions due on such date over (ii) the
Available Amount as of such date.

                  "Insurance Agreement" means the Insurance and Reimbursement
Agreement, dated as of December 20, 2001 among MBIA, the Unaffiliated Seller,
the Trust, the Depositor, the Servicer, the Originators and the Indenture
Trustee, as amended, restated or otherwise modified from time to time.

                  "Insured Distribution" means (i) with respect to any
Distribution Date, the Deficiency Amount, if any, with respect to such
Distribution Date and (ii) any Preference Amounts.

                  "Preference Amount" means any amount previously distributed to
a Noteholder on or in respect of the Class A Notes that is recoverable and
sought to be recovered as a voidable preference by a trustee in bankruptcy
pursuant to the United States Bankruptcy Code (11 U.S.C.), as amended from time
to time in accordance with a final nonappealable order of a court having
competent jurisdiction.

                  "Required Distributions" means, with respect to (1) any
Distribution Date occurring prior to the Distribution Date on May 15, 2032, the
sum of (x) the Interest Distribution Amount net of any Net Mortgage Loan
Interest Shortfalls and (y) the Over-collateralization Deficit and (2) the final
scheduled Distribution Date on May 15, 2032, the sum of (x) the amount set forth
in clause (1)(x) above and (y) the aggregate outstanding principal balance, if
any, of the Notes, after giving effect to all other distributions of principal
on such Notes on that Distribution Date.

                  MBIA will pay any Insured Distribution that is a Preference
Amount on the Business Day following receipt on a Business Day by the Fiscal
Agent (as described below) of (a) a certified copy of the order requiring the
return of a preference payment, (b) an opinion of counsel satisfactory to MBIA
that such order is final and not subject to appeal, (c) an assignment in such
form as is reasonably required by MBIA, irrevocably assigning to MBIA all rights
and claims of the Noteholder relating to or arising under the Obligations
against the debtor which made such preference payment or otherwise with respect
to such preference payment, and (d) appropriate instruments to effect the
appointment of MBIA as agent for such Noteholder in any legal proceeding related
to such preference payment, such instruments being in a form satisfactory to
MBIA, provided that if such documents are received after 12:00 noon, New York
City time, on such Business Day, they will be deemed to be received on the
following Business Day. Such payments shall be disbursed to the receiver or
trustee in bankruptcy named in the final order of the court exercising
jurisdiction on behalf of the Noteholder and not to any Noteholder directly
unless such Noteholder has returned principal or interest paid on the
Obligations to such receiver or trustee in bankruptcy, in which case such
payment shall be disbursed to such Noteholder.





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                  Payment of amounts in respect of any other Insured
Distribution hereunder shall be made no later than 12:00 noon, New York City
time, on the later of the Distribution Date on which the related Deficiency
Amount is due or the third Business Day following receipt in New York, New York
on a Business Day by MBIA and State Street Bank and Trust Company, N.A., as
fiscal agent for MBIA, or any successor fiscal agent appointed by MBIA (the
"Fiscal Agent"), of a notice for payment in the form of Exhibit A hereto
("Notice for Payment"), appropriately completed and executed by the Indenture
Trustee; provided that if Notice for Payment is received after 12:00 noon, New
York City time, on such Business Day, it will be deemed to be received on the
following Business Day. If any such Notice for Payment received by the Fiscal
Agent or MBIA is not in proper form or is otherwise insufficient for the purpose
of making claim hereunder, it shall be deemed not to have been received by the
Fiscal Agent or MBIA for purposes of this paragraph, and MBIA or the Fiscal
Agent, as the case may be, shall promptly so advise the Indenture Trustee and
the Indenture Trustee may submit amended documentation. Payments due hereunder,
unless otherwise stated herein, will be disbursed to the Indenture Trustee by
wire transfer of immediately available funds in the amount of the Insured
Distribution less, in respect of Insured Distributions related to Preference
Amounts, any amount held by the Indenture Trustee for the payment of the Insured
Distribution and legally available therefor.

                  The Fiscal Agent is the agent of MBIA only, and the Fiscal
Agent shall in no event be liable to the Noteholders or the Indenture Trustee
for any acts of the Fiscal Agent or any failure of MBIA to deposit, or cause to
be deposited, sufficient funds to make payments due under this Insurance Policy.

                  MBIA hereby waives and agrees not to assert any and all rights
to require the Indenture Trustee to make demand on or to proceed against any
person, party or security prior to the Indenture Trustee demanding payment under
this Insurance Policy.

                  No defenses, set-offs and counterclaims of any kind available
to MBIA so as to deny payment of any amount due in respect of this Insurance
Policy will be valid and MBIA hereby waives and agrees not to assert any and all
such defenses, set-offs and counterclaims, including, without limitation, any
such rights acquired by subrogation, assignment or otherwise.

                  This Insurance Policy is neither transferable nor assignable,
in whole or in part, except to a successor Indenture Trustee duly appointed and
qualified under the Indenture. Such transfer and assignment shall be effective
upon receipt by MBIA of a copy of the instrument effecting such transfer and
assignment signed by the transferor and by the transferee, and a certificate,
properly completed and signed by the transferor and the transferee (which shall
be conclusive evidence of such transfer and assignment), and, in such case, the
transferee instead of the transferor shall, without the necessity of further
action, be entitled to all the benefits of and rights under this Insurance
Policy in the transferor's place, provided that, in such case, the Notice for
Payment presented hereunder shall be a certificate of the transferee and shall
be signed by one who states therein that he or she is a duly authorized officer
of the transferee.








                                        3
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                  All notices, presentations, transmissions, deliveries and
communications made by the Indenture Trustee to MBIA with respect to this
Insurance Policy shall specifically refer to the number of this Insurance Policy
and shall be made to MBIA at:

                           MBIA Insurance Corporation
                           113 King Street
                           Armonk, New York 10504
                           Attention: IPM Surveillance, Structured Finance
                           Telephone: (914) 765-3779
                           Facsimile: (914) 765-3810

                  All notices, presentations, transmissions, deliveries and
communications made by the Indenture Trustee to the Fiscal Agent with respect to
this Insurance Policy shall specifically refer to the number of this Insurance
Policy and shall be made to the Fiscal Agent at:

                           State Street Bank and Trust Company, N.A.
                           61 Broadway, 15th Floor,
                           New York, New York 10006,
                           Attention: Municipal Registrar and Paying Agency
                           Telephone: (212) 612-3458
                           Facsimile: (212) 612-3201

or such other address, telephone number or facsimile number as MBIA may
designate to the Indenture Trustee in writing from time to time. Each such
notice, presentation, transmission, delivery and communication shall be
effective only upon actual receipt by MBIA and the Fiscal Agent.

                  The obligations of MBIA under this Insurance Policy are
irrevocable, primary, absolute and unconditional (except as expressly provided
herein) and neither the failure of the Indenture Trustee, the Depositor, the
Servicer, any Originator, the Unaffiliated Seller or any other person to perform
any covenant or obligation in favor of MBIA (or otherwise), nor the failure or
omission to make a demand permitted hereunder, nor the commencement of any
bankruptcy, debtor or other insolvency proceeding by or against the Indenture
Trustee, the Depositor, the Servicer, any Originator, the Unaffiliated Seller or
any other person shall in any way affect or limit MBIA's obligations under this
Insurance Policy.

                  This Insurance Policy and the obligations of MBIA hereunder
shall expire and terminate, without any action on the part of MBIA or any other
person, on the day (the "Termination Date") which is one year and one day
following the date on which the outstanding principal balance of the Class A
Notes has been reduced to zero. The Indenture Trustee shall, promptly following
the Termination Date, deliver this Insurance Policy to MBIA at its office set
forth above for cancellation.

                  Upon any payment hereunder, in furtherance and not in
limitation of MBIA's equitable right of subrogation and MBIA's rights under the
Insurance Agreement, MBIA will be subrogated to the rights of the Class A
Noteholders in respect of which such payment was made to receive any and all
amounts due in respect of the obligations in respect of which MBIA has made a
payment hereunder, as set forth in the Indenture.

                  This Insurance Policy is not covered by the property/casualty
insurance fund specified in Article Seventy-Six of the New York State insurance
law.






                                        4
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                  This Insurance Policy sets forth in full the undertaking of
MBIA, and shall not, except with the prior written consent of the Indenture
Trustee or otherwise in accordance with the express terms hereof, be modified,
altered or affected by any other agreement or instrument, including any
modification or amendment thereto and may not be canceled or revoked by MBIA.

                  THIS INSURANCE POLICY IS BEING ISSUED UNDER AND PURSUANT TO,
AND SHALL BE CONSTRUED UNDER, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE
PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH, THE LAWS OF THE STATE
OF NEW YORK, INCLUDING WITHOUT LIMITATION SECTION 5-1401 OF THE GENERAL
OBLIGATIONS LAW OF THE STATE OF NEW YORK, BUT OTHERWISE WITHOUT GIVING EFFECT TO
ITS CONFLICT OF LAWS PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE
PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH THE LAWS OF THE STATE
OF NEW YORK.

                  In the event that the terms and provisions of this Insurance
Policy conflicts with any terms and provisions regarding the obligations of MBIA
set forth in the Indenture or any agreement related thereto, then the terms and
provisions of this Insurance Policy shall control.



















                                        5
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                  IN WITNESS WHEREOF, MBIA has caused this Insurance Policy to
be executed on the date first written above.

                                                      MBIA INSURANCE CORPORATION


                                                      By:_______________________
                                                         President




                                    Attest:              _______________________
                                                         Assistant Secretary



















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                                      Exhibit A to Insurance Policy Number 37100


MBIA Insurance Corporation
113 King Street
Armonk, New York 10504
Attention:  IPM Surveillance, Structured Finance
Telephone: (914) 765-3779
Facsimile: (914) 765-3810



                               NOTICE FOR PAYMENT
                       UNDER INSURANCE POLICY NUMBER 37100


                  JPMorgan Chase Bank, not in its individual capacity, but
solely as Indenture Trustee (the "Indenture Trustee"), hereby certifies to MBIA
Insurance Corporation ("MBIA") with reference to that certain Insurance Policy
Number 37100 dated December 20, 2001 (the "Insurance Policy"), issued by MBIA in
favor of the Indenture Trustee under that certain Indenture dated as of December
1, 2001 (the "Indenture"), between ABFS Mortgage Loan Trust 2001-4, as the
Trust, and the Indenture Trustee as follows:

                  1. The Indenture Trustee is the Indenture Trustee under the
Indenture and the Beneficiary under the Insurance Policy.

                  2. The Indenture Trustee is entitled to make a demand under
the Insurance Policy pursuant to Section 8.03 of the Indenture.

[For a Notice for Payment in respect of a Distribution Date use the following
paragraphs 3, 4, and 5.]

                  3. This notice relates to the [INSERT DATE] Distribution Date.
The Required Distribution, as specified, for such Distribution Date is
$____________. The amount demanded by this notice does not exceed such Required
Distribution.

                  4. The Indenture Trustee demands payment of $____________,
which is an amount equal to the amount, if any, by which the Required
Distribution on such date exceeds the Available Amounts which are available to
pay such Required Distribution pursuant to the Indenture.

                  5. The foregoing amount demanded is to be paid in immediately
available funds to the Note Insurance Payment Account at __________, account
number __________.








                                       A-1

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[For a Notice for Payment in respect of a Preference Amount use the following
paragraphs 6 and 7.]

                  6. The Indenture Trustee hereby represents and warrants, based
upon information available to it, that (i) the amount entitled to be drawn under
the Insurance Policy on the date hereof in respect of Preference Amounts is
$________, (ii) the Class A Noteholders with respect to which the drawing is
being made under the Insurance Policy have paid or simultaneously with such draw
on the Insurance Policy will pay such Preference Amounts, and (iii) the
documents required by the Insurance Policy to be delivered in connection with
such Preference Amounts have previously been presented to MBIA or are attached
hereto.

                  7. The Preference Amount demanded is to be paid in immediately
available funds by wire transfer to ____________.

[For a Notice for Payment relating to both a Preference Amount and a
Distribution Date, use all of the foregoing paragraphs.]

                  Capitalized terms used herein and not otherwise defined herein
shall have the meanings assigned to them in the Indenture.

                  IN WITNESS WHEREOF, this notice has been executed this ___ day
of __________, _____.

                                           _______________, as Indenture Trustee

                                           By:__________________________________
                                                     Authorized Officer









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