Document/Exhibit Description Pages Size
1: 8-K Current Report 5 22K
2: EX-1.1 Underwriting Agreement 24± 109K
3: EX-4.1 Pooling and Servicing Agreement 384± 1.44M
4: EX-4.2 Mortgage Loan Purchase Agreement 15± 63K
5: EX-10.1 Flow Sale and Servicing Agreement 120± 507K
6: EX-10.2 Mortgage Loan Purchase and Warranties Agreement 65± 242K
7: EX-10.3 Assignment, Assumption and Recognition Agreement 4 19K
8: EX-10.4 Interest Rate Swap Agreement 52± 181K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report: August 10, 2006 (Date of earliest event reported)
ABFC 2006-OPT1 Trust
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(Exact name of issuing entity as specified in its charter)
Asset Backed Funding Corporation
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(Exact name of depositor as specified in its charter)
Bank of America, National Association
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(Exact name of sponsor as specified in its charter)
New York 333-130524-02 Applied For
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(State or other jurisdiction of (Commission File No. (IRS Employer
incorporation of issuing entity) of issuing entity) Identification No.)
of issuing entity)
214 North Tryon Street, Charlotte, North Carolina 28255
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Address of principal executive offices (Zip Code)
Depositor's telephone number, including area code (704) 386-2400
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(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
|_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
ITEM 8.01. Other Events
Attached as Exhibit 4.1 is the pooling and servicing agreement,
dated July 1, 2006 (the "Pooling and Servicing Agreement"), among Asset Backed
Funding Corporation (the "Company"), as depositor, Option One Mortgage
Corporation. (the "Servicer" or "Option One"), as servicer, and Wells Fargo
Bank, N.A., as trustee. The Pooling and Servicing Agreement governs the Asset
Backed Funding Corporation Asset-Backed Certificates, Series 2006-OPT1 (the
"Certificates"), issued on August 10, 2006, including (i) the Class A-1, Class
A-2, Class A-3A, Class A-3B, Class A-3C1, Class A-3C2, Class A-3D, Class 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 (the "Public Certificates"), having an aggregate initial
class balance of $1,026,972,000, (ii) the Class B Certificates, having an
initial class balance of $20,020,000 and (iii) the Class CE, Class R, Class R-X
and Class P Certificates (the "Non-Offered Certificates").
The Public Certificates were sold to Banc of America Securities LLC
("BAS") pursuant to an underwriting agreement, dated August 8, 2006 (the
"Underwriting Agreement"), between the Company and BAS. A copy of the
Underwriting Agreement is attached as Exhibit 1.1.
The Class B Certificates were sold to BAS on August 10, 2006 in a
transaction exempt from registration under the Securities Act of 1933, as
amended, pursuant to Section 4(2) thereof.
On August 10, 2006, the Non-Offered Certificates were sold to Bank
of America, National Association ("BANA") in a transaction exempt from
registration under the Securities Act of 1933, as amended. The Non-Offered
Certificates constituted part of the purchase price for the mortgage loans
purchased from the sponsor.
The mortgage loans underlying the Certificates were originated or
acquired by Option One or Ownit Mortgage Solutions, Inc. ("Ownit"). The mortgage
loans underlying the Certificates were purchased by BANA (i) from Option One
pursuant to a flow sale and servicing agreement, dated July 28, 2006 (the
"Option One Flow Sale and Servicing Agreement"), among BANA, the Servicer and
its affiliates and (ii) Ownit pursuant to a mortgage loan purchase and
warranties agreement (the "Ownit Purchase Agreement"), dated as of March 1,
2005, by and between BANA and Ownit. A copy of the Option One Flow Sale and
Servicing Agreement is attached as Exhibit 10.1 and a copy of the Ownit Purchase
Agreement is attached as Exhibit 10.2. The initial mortgage loans underlying the
Certificates were purchased by the Company from BANA pursuant to a mortgage loan
purchase agreement, dated July 1, 2006 (the "Mortgage Loan Purchase Agreement"),
between the Company and BANA. A copy of the Mortgage Loan Purchase Agreement is
attached as Exhibit 4.2. All of BANA's right, title and interest in the Ownit
Purchase Agreement were assigned to the Company pursuant to an assignment,
assumption and recognition agreement, dated August 10, 2006 (the "AAR"), among
the Company, BANA, Option One, Ownit and Wells Fargo Bank, N.A. A copy of the
AAR is attached as Exhibit 10.3.
ITEM 9.01 Financial Statements and Exhibits
(c) Exhibits
Item 601(a)
of Regulation S-K
Exhibit No. Description
----------------- -----------
(1.1) Underwriting Agreement, dated August 8,
2006, between Asset Backed Funding
Corporation and Banc of America Securities
LLC.
(4.1) Pooling and Servicing Agreement, dated as
of July 1, 2006, among Asset Backed Funding
Corporation, as depositor, Option One
Mortgage Corporation, as servicer, and
Wells Fargo Bank, N.A., as trustee.
(4.2) Mortgage Loan Purchase Agreement, dated as
of July 1, 2006, between Bank of America,
National Association and Asset Backed
Funding Corporation.
(10.1) Flow Sale and Servicing agreement, dated
July 28, 2006, among Bank of America,
National Association, Option One Mortgage
Corporation and its affiliates.
(10.2) Mortgage Loan Purchase and Warranties
Agreement, dated as of March 1, 2005, by
and between Bank of America, National
Association and Ownit Mortgage Solutions
Inc.
(10.3) Assignment, Assumption and Recognition
Agreement, dated August 10, 2006, among
Asset Backed Funding Corporation, Bank of
America, National Association, Option One
Mortgage Corporation, Ownit Mortgage
Solutions Inc. and Wells Fargo Bank, N.A.
(10.4) Interest Rate Swap Agreement, dated August
10, 2006, between Wells Fargo Bank, N.A.
and Bank of America, National Association.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf the
undersigned thereunto duly authorized.
Dated: August 10, 2006
ASSET BACKED FUNDING CORPORATION
By: /s/ Juanita L. Deane-Warner
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Name: Juanita L. Deane-Warner
Title: Vice President
Index to Exhibits
-----------------
Paper (P) or
Exhibit No. Description Electronic (E)
----------- ----------- ---------------
(1.1) Underwriting Agreement, dated E
August 8, 2006, among Asset
Backed Funding Corporation and
Banc of America Securities LLC.
(4.1) Pooling and Servicing Agreement, E
dated as of July 1, 2006, among
Asset Backed Funding
Corporation, as depositor,
Option One Mortgage Corporation,
as servicer, and Wells Fargo
Bank, N.A., as trustee.
(4.2) Mortgage Loan Purchase E
Agreement, dated as of July 1,
2006, between Bank of America,
National Association and Asset
Backed Funding Corporation.
(10.1) Flow Sale and Servicing E
agreement, dated July 28, 2006,
among Bank of America, National
Association, Option One Mortgage
Corporation and its affiliates.
(10.2) Mortgage Loan Purchase and E
Warranties Agreement, dated as
of March 1, 2005, by and between
Bank of America, National
Association and Ownit Mortgage
Solutions Inc.
(10.3) Assignment, Assumption and E
Recognition Agreement, dated
August 10, 2006, among Asset
Backed Funding Corporation, Bank
of America, National
Association, Option One Mortgage
Corporation, Ownit Mortgage
Solutions Inc. and Wells Fargo
Bank, N.A.
(10.4) Interest Rate Swap Agreement, E
dated August 10, 2006, between
Wells Fargo Bank, N.A. and Bank
of America, National Association.
Dates Referenced Herein and Documents Incorporated by Reference
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