ASSET BACKED FUNDING CORPORATION



                                 $1,386,432,000

                                  (Approximate)



                           Asset-Backed Certificates,

                                 Series 2006-HE1



                                December 12, 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

("BAS" or the  "Underwriter")  $1,386,432,000  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,  Class  CE,  Class P,  Class R and  Class  R-X (the

"Non-Offered   Certificates")  are  collectively   referred  to  herein  as  the

"Certificates"  and  evidence the entire  ownership  interest in the assets of a

trust estate (the "Trust  Estate")  consisting  primarily of a pool of fixed and

adjustable interest rate mortgage loans as described in Schedule I (the "Initial

Mortgage  Loans") to be  acquired by the  Company  pursuant  to a mortgage  loan

purchase  agreement  (the  "Mortgage  Loan  Purchase  Agreement"),  dated  as of

November 1, 2006 by and between the Company,  as purchaser  and Bank of America,

National Association, as seller and funds in the Pre-Funding Accounts. As of the

close of business on the date  specified  in Schedule I as the cut-off date (the

"Cut-off Date"),  the Initial  Mortgage Loans will have the aggregate  principal

balance set forth in Schedule I. On or before February 28, 2007, the Company may

sell and the Securities  Administrator will be obligated to purchase,  on behalf

of the Trust,  additional  mortgage loans (the  "Additional  Mortgage Loans" and

together  with  the  Initial  Mortgage  Loans,  the  "Mortgage   Loans").   This

Underwriting  Agreement  shall  hereinafter  be referred to as the  "Agreement."

Elections will be made to treat the assets of the Trust Estate (exclusive of the

arrangements  intended  to  protect  against  basis  risk  for  certain  of  the

Certificates,  the Cap Carryover  Reserve  Account,  the  Supplemental  Interest

Trust,  the Interest  Rate Swap  Agreement,  the Swap  Account,  the  Additional

Mortgage  Loan  Interest,  the  Pre-Funding  Accounts  and certain  other assets

specified in the Pooling and  Servicing  Agreement)  as multiple  separate  real

estate mortgage investment  conduits (each, a "REMIC").  The Certificates are to

be issued pursuant to a pooling and servicing agreement, dated as of November 1,

2006 (the "Pooling and Servicing  Agreement"),  among the Company, as depositor,

Option One Mortgage  Corporation,  as a servicer ("Option One"),  JPMorgan Chase





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Bank,  National  Association,  as a servicer  ("JPM  Chase  Bank"),  Litton Loan

Servicing  LP, as a servicer  ("Litton,"  and  together  with Option One and JPM

Chase Bank, the "Servicers,"  and each of Litton,  Option One and JPM Chase Bank

individually,  a "Servicer"),  Wells Fargo Bank,  N.A., as master  servicer (the

"Master    Servicer")   and   securities    administrator    (the    "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  and  Servicing  Agreement,  this  Agreement,  and the

Mortgage Loan  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 and Servicing 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 Form S-3 (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  Rule

     415(a)(1).  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 you 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.



                                       2

{PAGE}

          (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

     the information  (collectively,  the "Time of Sale Information")  listed in

     Schedule  II hereto.  If,  subsequent  to the date of this  Agreement,  the

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