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: November 14, 2006 (Date of earliest event reported)
ABFC 2006-OPT3 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 333-130524-04 Applied For
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(State or other (Commission File No. (IRS Employer
jurisdiction of of issuing entity) Identification No.)
incorporation of of issuing
issuing entity) 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 October 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-OPT3 (the
"Certificates"), issued on November 14, 2006, including (i) the Class A-1, Class
A-2, Class A-3A, Class A-3B, Class A-3C, 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
$803,217,000, (ii) the Class B Certificates, having an initial class balance of
$10,130,000, and the Class CE and Class P Certificates (collectively, the
"Private Certificates") and (iii) the Class R and Class R-X Certificates (the
"Non-Offered Certificates").
The Public Certificates were sold to Banc of America Securities LLC
("BAS") pursuant to an underwriting agreement, dated November 13, 2006 (the
"Underwriting Agreement"), between the Company and BAS. A copy of the
Underwriting Agreement is attached as Exhibit 1.1.
The Private Certificates were sold to BAS on November 14, 2006 in a
transaction exempt from registration under the Securities Act of 1933, as
amended, pursuant to Section 4(2) thereof.
On November 14, 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. The mortgage loans underlying the Certificates were
purchased by BANA 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. A copy of the Option
One Flow Sale and Servicing Agreement is attached as Exhibit 10.1. The mortgage
loans underlying the Certificates were purchased by the Company from BANA
pursuant to a mortgage loan purchase agreement, dated October 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 Option One Flow Sale and Servicing Agreement
were assigned to the Company pursuant to an assignment, assumption and
recognition agreement, dated November 14, 2006 (the "AAR"), among the Company,
BANA and Option One. A copy of the AAR is attached as Exhibit 10.2.
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ITEM 9.01 Financial Statements and Exhibits
(c) Exhibits
Item 601(a)
of Regulation S-K
Exhibit No. Description
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(1.1) Underwriting Agreement, dated November 13,
2006, between Asset Backed Funding
Corporation and Banc of America Securities
LLC.
(4.1) Pooling and Servicing Agreement, dated as
of October 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 October 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) Assignment, Assumption and Recognition
Agreement, dated November 14, 2006, among
Asset Backed Funding Corporation, Bank of
America, National Association and Option
One Mortgage Corporation.
(10.3) Interest Rate Swap Agreement, dated
November 1, 2006, between Wells Fargo
Bank, N.A. and Bank of America, National
Association.
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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: November 14, 2006
ASSET BACKED FUNDING CORPORATION
By: /s/ Bruce W. Good
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Name: Bruce W. Good
Title: Principal
Index to Exhibits
Paper (P) or
Exhibit No. Description Electronic (E)
(1.1) Underwriting Agreement, dated E
November 13, 2006, between Asset
Backed Funding Corporation and
Banc of America Securities LLC.
(4.1) Pooling and Servicing Agreement, E
dated as of October 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 October
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) Assignment, Assumption and E
Recognition Agreement, dated
November 14, 2006, among Asset
Backed Funding Corporation, Bank
of America, National Association
and Option One Mortgage
Corporation.
(10.3) Interest Rate Swap Agreement, E
dated November 1, 2006, between
Wells Fargo Bank, N.A. and Bank
of America, National Association.
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