Washington, D.C. 20549
Item 8.01 Other Events
Attached as Exhibit 4.1 is the Pooling and Servicing agreement, dated as of May 1, 2007 (the “Pooling and Servicing Agreement”), among Asset Backed Funding Corporation (the “Company”), as depositor, Credit-Based Asset Servicing and Securitization LLC (the “Sponsor”), as seller, Litton Loan Servicing LP, as servicer, and LaSalle Bank National Association, as trustee. The Pooling and Servicing Agreement governs the C-BASS Mortgage Loan Asset-Backed Certificates, Series 2007-CB5 (the “Certificates”), issued on May 31, 2007, including the (i) Class A-1, Class A-2, Class A-3, 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 certificate principal balance of $342,014,000, (ii) the Class B-1, Class CE-1, Class CE-2 and Class P Certificates (the “Private Certificates”), having an aggregate initial certificate principal balance of $3,552,000 and (iii) the Class R and Class R-X Certificates (the “Residual Certificates”).
The Public Certificates were sold to Banc of America Securities LLC (“BAS”) and Barclays Capital Inc. (collectively, the “Underwriters”) pursuant to an underwriting agreement, dated May 29, 2007 (the “Underwriting Agreement”), between the Company and BAS, as representative of the Underwriters. A copy of the Underwriting Agreement is attached as Exhibit 1.1.
On May 31, 2007, certain of the Private Certificates, consisting of $3,552,000 certificate principal balance of Class B-1 Certificates, the Class CE-1 Certificates and the Class P Certificates, were sold to BAS in a transaction exempt from registration under the Securities Act of 1933, as amended, pursuant to Section 4(2) thereof. The net proceeds of the sale of these certificates were applied to purchase the mortgage loans underlying the Certificates (the “Mortgage Loans”) from the Sponsor.
On May 31, 2007, the Class CE-2 and the Residual Certificates were transferred to the Sponsor in a transaction exempt from registration under the Securities Act of 1933, as amended, pursuant to Section 4(2) thereof. The Class CE-2 Certificates and the Residual Certificates constituted part of the purchase price for the Mortgage Loans.
The Mortgage Loans were acquired by the Sponsor from Fieldstone Mortgage Company, New Century Mortgage Corporation, People’s Choice Home Loan, Inc., Wilmington Finance Inc. and various other originators that each originated less than 10% of the aggregate unpaid principal balance of the Mortgage Loans as of the cut-off date. The Mortgage Loans are serviced pursuant to the Pooling and Servicing Agreement. The mortgage file relating to each Mortgage Loan is held by The Bank of New York, as custodian, pursuant to a custodial agreement, dated as of May 1, 2007, by and among LaSalle Bank National Association, Litton Loan Servicing LP and The Bank of New York. A copy of the Custodial Agreement is attached hereto as Exhibit 10.1.
The Mortgage Loans were purchased by the Company from the Sponsor pursuant to a mortgage loan purchase agreement, dated as of May 1, 2007 (the “Mortgage Loan Purchase Agreement”), between the Company and the Sponsor. A copy of the Mortgage Loan Purchase Agreement is included as an exhibit to the Pooling and Servicing Agreement attached as Exhibit 4.1.
LaSalle Bank National Association, as supplemental interest trust trustee, entered into an interest rate swap agreement and an interest rate cap agreement with JPMorgan Chase Bank, N.A., as counterparty, for the benefit of the holders of certain classes of Certificates. Copies of the interest rate swap agreement and an interest rate cap agreement are attached as Exhibits 10.2 and 10.3.
