ASSET BACKED FUNDING CORPORATION



                                  $803,217,000

                                  (Approximate)



           Asset Backed Funding Corporation Asset-Backed Certificates,

                                Series 2006-OPT3



                                November 13, 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"), $803,217,000 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 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 October 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 October 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 November 14, 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

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