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Title: |
Underwriting Agreement |
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Date: |
2007 |
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Size: |
Preview shows 7KB of 78KB total |
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$52 |
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ID: |
#3238948 |
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ASSET BACKED FUNDING CORPORATION
$1,421,335,000
(Approximate)
Asset Backed Funding Corporation Asset-Backed Certificates,
Series 2007-WMC1
November 2, 2007
UNDERWRITING AGREEMENT
Banc of America Securities LLC
214 North Tryon Street
Charlotte, North Carolina 28255
Ladies and Gentlemen:
SECTION 1. Introductory. Asset Backed Funding Corporation, a Delaware
corporation (the "Company"), proposes to sell to Banc of America Securities LLC
(the "Underwriter"), $1,421,335,000 aggregate Certificate Principal Balance of
its Asset-Backed Certificates identified in Schedule I hereto (the "Offered
Certificates") having the Original Certificate Principal Balances set forth in
Schedule I (subject to an upward or downward variance, not to exceed 5%, of the
precise Original Certificate Principal Balances within such range to be
determined by the Company in its sole discretion). The Offered Certificates,
together with the Class B-1, Class CE, Class P, Class R and Class R-X
Certificates are collectively referred to herein as the "Certificates" and
evidence the entire ownership interest in the assets of a trust fund consisting
primarily of two pools of fixed and adjustable-rate mortgage loans, as described
in Schedule I (the "Mortgage Loans") to be acquired by the Company pursuant to a
mortgage loan purchase agreement (the "Mortgage Loan Purchase Agreement"), to be
dated as of October 1, 2007, between the Company and Bank of America, National
Association. As of the close of business on the date specified in Schedule I as
the cut-off date (the "Cut-off Date"), the Mortgage Loans will have the
aggregate principal balance set forth in Schedule I. This Underwriting Agreement
shall hereinafter be referred to as the "Agreement." Elections will be made to
treat the segregated pool of assets consisting of the Mortgage Loans and certain
other related assets (exclusive of the arrangements intended to protect against
basis risk for certain of the certificates, the interest rate swap agreement,
the swap account, the cap carryover reserve account and prepayment charges) as
multiple separate real estate mortgage investment conduits (each, a "REMIC").
The Certificates are to be issued pursuant to a pooling and servicing agreement,
to be dated as of October 1, 2007 (the "Pooling Agreement"), among the Company,
as depositor, Saxon Mortgage Services, Inc., as servicer (the "Servicer"), Wells
Fargo Bank, N.A. ("Wells Fargo"), as master servicer and securities
administrator, and U.S. Bank National Association, as trustee (the "Trustee").
The Offered Certificates will be issued in the denominations specified in
Schedule I. The Pooling Agreement, this Agreement, the Mortgage Loan Purchase
Agreement and the purchase agreement, to be dated November 5, 2007, among Banc
of America Securities LLC, as Initial Purchaser and the Company (the "Purchase
Agreement") are collectively referred to herein as the "Basic Documents."
Capitalized terms used herein that are not otherwise defined herein have
the meanings assigned thereto in the Pooling Agreement.
SECTION 2. Representations and Warranties of the Company. The
Company represents and warrants to the Underwriter as follows:
(a) The Company meets the requirements for use of Form S-3 under the
Securities Act of 1933, as amended (the "Act"), and has filed with the
Securities and Exchange Commission (the "Commission") a registration
statement on such Form (the file number of which is set forth in Schedule
I hereto), which has become effective, for the registration under the Act
of the Offered Certificates. Such registration statement, as amended to
the date of this Agreement, meets the requirements set forth in Rule
415(a)(1) under the Act and complies in all other material respects with
said Rule. The Company proposes to file with the Commission pursuant to
Rule 424 under the Act a supplement to the form of prospectus included in
such registration statement relating to the Offered Certificates and the
plan of distribution thereof and has previously advised the Underwriter of
all further information (financial and other) with respect to the Company
to be set forth therein. Such registration statement, including the
exhibits thereto, as amended to the date of this Agreement, is hereinafter
called the "Registration Statement"; the prospectus first required to be
filed to satisfy the condition set forth in Rule 172(c) and pursuant to
Rule 424(b) under the Act is hereinafter called the "Basic Prospectus";
and such supplement to the Basic Prospectus, in the form required to be
filed to satisfy the condition set forth in Rule 172(c) and pursuant to
Rule 424(b) under the Act, is hereinafter called the "Prospectus
Supplement" and, collectively with the Basic Prospectus, the "Final
Prospectus." Any reference herein to the Registration Statement, the Basic
Prospectus or the Final Prospectus shall be deemed to refer to and include
the documents incorporated by reference therein pursuant to Item 12 of
Form S-3 which were filed under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), on or before the date of this Agreement, or
the issue date of the Basic Prospectus or the Final Prospectus, as the
case may be; and any reference herein to the terms "amend," "amendment" or
"supplement" with respect to the Registration Statement, the Basic
Prospectus or the Final Prospectus shall be deemed to refer to and include
the filing of any document under the Exchange Act after the date of this
Agreement, or the issue date of the Basic Prospectus or the Final
Prospectus, as the case may be, and deemed to be incorporated therein by
reference.
(b) At or prior to the time when sales to investors of the Offered
Certificates were first made (the "Time of Sale"), the Company had
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