Preview | Mortgage Loan Purchase Agreement |

ASSET BACKED FUNDING CORPORATION

as Purchaser

and

BANK OF AMERICA, NATIONAL ASSOCIATION

as Seller

MORTGAGE LOAN PURCHASE AGREEMENT

Fixed and Adjustable Rate Mortgage Loans

ABFC 2006-OPT2 Trust

Asset-Backed Certificates, Series 2006-OPT2

Dated as of September 1, 2006

TABLE OF CONTENTS

Page

ARTICLE I DEFINITIONS					1
	Section 1.01.	Definitions.			1
ARTICLE II SALE OF MORTGAGE LOANS; PAYMENT OF PURCHASE PRICE					2
	Section 2.01.	Sale of Mortgage Loans.			2
	Section 2.02.	Obligations of Seller Upon Sale.			2
	Section 2.03.	Payment of Purchase Price for the Mortgage Loans.			4
	Section 2.04.	Regulation AB Compliance.			4
ARTICLE III REPRESENTATIONS AND WARRANTIES; REMEDIES FOR BREACH					4
	Section 3.01.	Representations and Warranties Relating to the Mortgage Loans.			4
	Section 3.02.	Seller Representations and Warranties.			9
ARTICLE IV SELLERS COVENANTS				11
	Section 4.01.	Covenants of the Seller.		11
ARTICLE V TERMINATION				11
	Section 5.01.	Termination.		11
ARTICLE VI MISCELLANEOUS PROVISIONS				11
	Section 6.01.	Amendment.		11
	Section 6.02.	Governing Law.		11
	Section 6.03.	Notices.		12
	Section 6.04.	Severability of Provisions.		12
	Section 6.05.	Counterparts.		12
	Section 6.06.	Further Agreements.		12
	Section 6.07.	Intention of the Parties.		13
	Section 6.08.	Successors and Assigns; Assignment of this Agreement.		13
	Section 6.09.	Survival.		13
Schedule I Mortgage Loan Schedule			S-1

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MORTGAGE LOAN PURCHASE AGREEMENT, dated as of September 1, 2006 (the Agreement), between BANK OF AMERICA, NATIONAL ASSOCIATION (Bank of America or the Seller) and ASSET BACKED FUNDING CORPORATION (the Purchaser).

W I T N E S S E T H:

WHEREAS, pursuant to the Flow Sale and Servicing Agreement (the Sale and Servicing Agreement), dated as of July 28, 2006, by and among Bank of America, as the purchaser, Option One Mortgage Corporation, as company and seller (Option One), and Option One Owner Trust 2001-1A, Option One Owner Trust 2001-1B, Option One Owner Trust 2001-2, Option One Owner Trust 2002-3, Option One Owner Trust 2003-4, Option One Owner Trust 2003-5, Option One Owner Trust 2005-6, Option One Owner Trust 2005-7, Option One Owner Trust 2005-8 and Option One Owner Trust 2005-9 (collectively, the Option One Owner Trusts), as sellers, and the related Memoranda of Sale, dated August 31, 2006, September 15, 2006 and September 21, 2006 (collectively, the Memoranda of Sale), among Bank of America, Option One and the Option One Owner Trusts, the Seller is the owner of either the notes or other evidence of indebtedness (the Mortgage Notes) or other evidence of ownership so indicated on Schedule I hereto, and the other documents or instruments constituting the Mortgage File (collectively, the Mortgage Loans);

WHEREAS, the Seller, as of the date hereof, owns the mortgages (the Mortgages) on the related real properties (the Mortgaged Properties) securing such Mortgage Loans, including rights (a) to any property acquired by foreclosure or deed in lieu of foreclosure or otherwise, and (b) to the proceeds of any insurance policies covering the Mortgage Loans or the Mortgaged Properties or the obligors on the Mortgage Loans;

WHEREAS, the parties hereto desire that the Seller sell the Mortgage Loans to the Purchaser and the Purchaser purchase the Mortgage Loans from the Seller pursuant to the terms of this Agreement; and

WHEREAS, pursuant to the terms of a Pooling and Servicing Agreement, dated as of September 1, 2006 (the Pooling and Servicing Agreement), among the Purchaser, as depositor, Option One, as servicer, and Wells Fargo Bank, N.A., as trustee (the Trustee), the Purchaser will convey the Mortgage Loans to ABFC 2006-OPT2 Trust.

NOW, THEREFORE, in consideration of the mutual covenants herein contained, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS

Section 1.01.

Definitions.

All capitalized terms used but not defined herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.

ARTICLE II

SALE OF MORTGAGE LOANS; PAYMENT OF PURCHASE PRICE

Section 2.01.

Sale of Mortgage Loans.

The Seller does hereby agree to and does hereby sell, assign, set over, and otherwise convey to the Purchaser, without recourse, on the Closing Date (i) all of its right, title and interest in and to each Mortgage Loan and the related Cut-off Date Principal Balance thereof, including any Related Documents; (ii) all payments on or collections in respect of the Mortgage Loans due after the Cut-off Date; (iii) property which secured such Mortgage Loan and which has been acquired by foreclosure or deed in lieu of foreclosure; (iv) its interest in any insurance policies in respect of the Mortgage Loans; (v) the rights of the Seller under the Consulting Agreement; and (vii) all proceeds of any of the foregoing.

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