ASSET BACKED FUNDING CORPORATION



                                 $1,026,972,000

                                 (Approximate)



           Asset Backed Funding Corporation Asset-Backed Certificates,

                                Series 2006-OPT1



                                 August 8, 2006



                             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"), $1,026,972,000.00 aggregate Certificate Principal Balance

of its Asset-Backed Certificates identified in Schedule I hereto (the "Offered

Certificates") having the Original Class Certificate Principal Balances set

forth in Schedule I (subject to an upward or downward variance, not to exceed

5%, of the precise Original Class Certificate Principal Balances within such

range to be determined by the Company in its sole discretion). The Offered

Certificates, together with the Class B, Class CE, Class P, Class R and Class

R-X Certificates (the "Non-Offered 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 three 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 July 1,

2006, 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

July 1, 2006 (the "Pooling Agreement"), among the Company, as depositor, Option

One Mortgage Corporation, as servicer (the "Servicer"), and Wells Fargo Bank,

N.A., 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

August 10, 2006, 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 prepared

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC