EXHIBIT 10.1
ADDITIONAL TRANSFER INSTRUMENT
Pursuant to this Additional Transfer Instrument, dated August 30, 2006 (the
"Instrument"), between Asset Backed Funding Corporation (the "Depositor"), as
seller, and ▇▇▇▇▇ Fargo Bank, N.A., as trustee of the ABFC 2006-OPT1 Trust (the
"Trust"), as purchaser (the "Trustee"), and pursuant to the Pooling and
Servicing Agreement, dated as of July 1, 2006 (the "Pooling and Servicing
Agreement"), among the Depositor, Option One Mortgage Corporation, as servicer
(the "Servicer"), and the Trustee, the Depositor and the Trustee agree to the
sale by the Depositor and the purchase by the Trustee, on behalf of the Trust,
of the Mortgage Loans listed on the attached Schedule of Additional Group 3
Mortgage Loans set forth in Attachment B (the "Additional Group 3 Mortgage
Loans").
Capitalized terms used but not otherwise defined herein shall have the
meanings set forth in the Pooling and Servicing Agreement.
Section 1. Conveyance of Additional Group 3 Mortgage Loans.
(a) The Depositor, concurrently with the execution and delivery hereof,
does hereby sell, transfer, assign, set over and otherwise convey to the
Trustee, on behalf of the Trust, without recourse for the benefit of the
Certificateholders, all the right, title and interest of the Depositor,
including any security interest therein for the benefit of the Depositor, in and
to (i) each Additional Group 3 Mortgage Loan, including all amounts due on the
Additional Group 3 Mortgage Loans including the related Cut-off Date Principal
Balance, all interest accruing thereon after the Subsequent Cut-off Date and all
collections in respect of interest and principal due after the Subsequent
Cut-off Date, and all items with respect to the Additional Group 3 Mortgage
Loans to be delivered pursuant to Section 2.01 of the Pooling and Servicing
Agreement; provided, however that the Depositor reserves and retains all right,
title and interest in and to amounts due on the Additional Group 3 Mortgage
Loans on or prior to the related Subsequent Cut-off Date, (ii) property which
secured each such Additional Group 3 Mortgage Loan and which has been acquired
by foreclosure or deed in lieu of foreclosure; (iii) its interest in any
insurance policies in respect of the Additional Group 3 Mortgage Loans; (iv) all
proceeds of any of the foregoing and (v) the rights of the Depositor under the
Additional Mortgage Loan Purchase Agreement. The Depositor, contemporaneously
with the delivery of this Agreement, has delivered or caused to be delivered to
the Trustee each item set forth in Section 2.01 of the Pooling and Servicing
Agreement. The transfer to the Trustee by the Depositor of the Additional Group
3 Mortgage Loans identified on Attachment B shall be absolute and is intended by
the Depositor, the Servicer, the Trustee and the Certificateholders to
constitute and to be treated as a sale by the Depositor to the Trust Fund.
(b) The Depositor, concurrently with the execution and delivery hereof,
does hereby transfer, assign, set over and otherwise convey to the Trustee
without recourse for the benefit of the Certificateholders all the right, title
and interest of the Depositor, in, to and under the Additional Mortgage Loan
Purchase Agreement and the Depositor herewith delivers to the Trustee executed
copies of the Additional Mortgage Loan Purchase Agreement.
(c) The Trustee acknowledges the assignment to it of the Additional Group 3
Mortgage Loans and the delivery to it of the related Mortgage Files, subject to
the provisions of Sections 2.01 and 2.02 of the Pooling and Servicing Agreement.
(d) Additional terms of the sale are set forth on Attachment A hereto.
Section 2. Representations and Warranties; Conditions Precedent.
(a) The Depositor hereby confirms that each of the conditions precedent and
the representations and warranties set forth in Section 2.04 of the Pooling and
Servicing Agreement are satisfied as of the date hereof.
(b) The Depositor hereby confirms that each of the representations and
warranties in Section 2.06 of the Pooling and Servicing Agreement are true and
correct as of the date hereof, provided, however that any references in such
section to Mortgage Loan shall be deemed to refer to Additional Group 3 Mortgage
Loan.
(c) All terms and conditions of the Pooling and Servicing Agreement are
hereby ratified and confirmed; provided, however, that in the event of any
conflict, the provisions of this Instrument shall control over the conflicting
provisions of the Pooling and Servicing Agreement.
Section 3. Recordation of Instrument.
To the extent permitted by applicable law, this Instrument, or a memorandum
thereof if permitted under applicable law, is subject to recordation in all
appropriate public offices for real property records in all of the counties or
other comparable jurisdictions in which any or all of the properties subject to
the Mortgages are situated, and in any other appropriate public recording office
or elsewhere, such recordation to be effected by the Servicer at the
Certificateholders' expense on direction of the related Certificateholders, but
only when accompanied by an Opinion of Counsel to the effect that such
recordation materially and beneficially affects the interests of the
Certificateholders or is necessary for the administration or servicing of the
Mortgage Loans.
Section 4. Governing Law.
This Instrument shall be construed in accordance with the laws of the State
of New York and the obligations, rights and remedies of the parties hereunder
shall be determined in accordance with such laws, without giving effect to
principles of conflicts of law.
Section 5. Counterparts.
This Instrument may be executed in one or more counterparts and by the
different parties hereto on separate counterparts, each of which, when so
executed, shall be deemed to be an original; such counterparts, together, shall
constitute one and the same instrument.
Section 6. Successors and Assigns.
This Instrument shall inure to the benefit of and be binding upon the
Depositor and the Trustee and their respective successors and assigns.
ASSET BACKED FUNDING CORPORATION
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇-▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇-▇▇▇▇▇▇
Title: Vice President
▇▇▇▇▇ FARGO BANK, N.A., as Trustee for Asset
Backed Funding Corporation Asset-Backed
Certificates, Series 2006-OPT1
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
ATTACHMENT A
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ADDITIONAL TERMS OF SALE
A. General
1. Subsequent Cut-off Date: August 1, 2006
2. Additional Transfer Date: August 30, 2006
3. Aggregate Principal Balance of the Additional Group 3 Mortgage
Loans as of the Subsequent Cut-off Date: $86,052,992.99
4. Purchase Price: 100.00%
B. The obligation of the Trust Fund to purchase an Additional Group 3
Mortgage Loan on any Additional Transfer Date is subject to the satisfaction of
the conditions set forth in the following paragraphs and the accuracy of the
following representations and warranties with respect to each Additional Group 3
Mortgage Loan determined as of the applicable Subsequent Cut-off Date: (i) such
Additional Group 3 Mortgage Loan is not 30 or more days delinquent as of the
last day of the month preceding the Subsequent Cut-off Date; (ii) the original
term to stated maturity of such Additional Group 3 Mortgage Loan is not less
than 120 months and does not exceed 360 months; (iii) the Additional Group 3
Mortgage Loan does not provide for negative amortization; (iv) such Additional
Group 3 Mortgage Loan does not have a Combined Loan-to-Value Ratio greater than
100.00%; (v) all of the Additional Group 3 Mortgage Loans have, as of the
Subsequent Cut-off Date, a weighted average term to stated maturity not in
excess of 360 months; (vi) each Additional Group 3 Mortgage Loan that is a
Fixed-Rate Mortgage Loan has a Mortgage Interest Rate that is not less than
3.000% or greater than 14.700%; (vii) each Additional Group 3 Mortgage Loan has
been serviced by the Servicer since origination or the date of purchase; (viii)
each Additional Group 3 Mortgage Loan has a first payment date occurring on or
before September 1, 2006 and will include 30 days of interest thereon, (ix) each
Additional Group 3 Mortgage Loan that is an Adjustable-Rate Mortgage Loan has a
Gross Margin not less than 0.500%, a Maximum Mortgage Interest Rate not less
than 9.500% and a Minimum Mortgage Interest Rate not less than 5.500% and (x)
such Additional Group 3 Mortgage Loan has been underwritten in accordance with
the criteria set forth under "Underwriting Standards" in the Prospectus
Supplement.
C. Following the purchase of any Additional Group 3 Mortgage Loan by the
Trust, no Group 3 Mortgage Loan (including such Additional Group 3 Mortgage
Loans) has as of the Subsequent Cut-off Date: (i) a Mortgage Interest Rate less
than 3.000% per annum or greater than 14.700% per annum; (ii) a Combined
Loan-to-Value Ratio greater than 100.00%; (iii) a Principal Balance greater than
$1,700,000; or (iv) a credit score less than 500. In addition, no
Adjustable-Rate Mortgage Loan in Group 3 will have a Gross Margin less than
0.500% per annum and all of the Group 3 Mortgage Loans will have a weighted
average original term to stated maturity of not more than 360 months.
D. Notwithstanding the foregoing, any Additional Group 3 Mortgage Loan may
be rejected by (i) the NIMs Insurer, if any, or (ii) any Rating Agency if the
inclusion of such Additional Group 3 Mortgage Loan would adversely affect the
ratings on any class of Certificates.
ATTACHMENT B
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SCHEDULE OF ADDITIONAL GROUP 3 MORTGAGE LOANS
[Available Upon Request from the Depositor or the Trustee]