ABFC 2006-HE1 Trust
EXHIBIT 10.1(B)
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>6
<FILENAME>exhibit101b.txt
<DESCRIPTION>EXHIBIT 10.1(B)
<TEXT>
<PAGE>
                                                                 Exhibit 10.1(B)

                                                                  --------------
                                                                  EXECUTION COPY
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                                                               December 14, 2006


     ASSIGNMENT,  ASSUMPTION  AND  RECOGNITION  AGREEMENT  (this  "AAR"),  dated
December 14, 2006, is among Bank of America,  National  Association,  a national
banking association having an office at 100 North Tryon Street, Charlotte, North
Carolina 28255 (the "Assignor"),  Asset Backed Funding  Corporation,  a Delaware
corporation  having  an  office  at 214 North  Tryon  Street,  Charlotte,  North
Carolina 28255 (the "Assignee"), and Accredited Home Lenders, Inc., a California
corporation having an office at 15253 Avenue of Science,  San Diego,  California
92128 (the "Company").

     For  and in  consideration  of the  sum of one  dollar  ($1.00)  and  other
valuable   consideration  the  receipt  and  sufficiency  of  which  are  hereby
acknowledged,  and of the mutual covenants herein contained,  the parties hereto
hereby agree as follows:

     1. The Assignor hereby grants, transfers and assigns to the Assignee all of
the right,  title and interest of the  Assignor,  as  Purchaser,  under (i) that
certain Flow Sale and Interim  Servicing  Agreement (the "Flow Sale Agreement"),
dated as of September 1, 2006, by and between the Assignor and the Company, (ii)
the Memorandum of Sale,  dated September 28, 2006 (the "Original  Closing Date")
(the  "Memorandum  of Sale,"  and  together  with the Flow Sale  Agreement,  the
"Transfer  Agreement"),  each by and  between  the  Assignor  and  the  Company,
including  but not limited to the  representations  and  warranties  made by the
Company in Sections 3.01 and 3.02 and the remedy provisions set forth in Section
3.03  of  the  Flow  Sale  Agreement  (other  than  the  Assignor's   rights  to
indenmnification  thereunder), but excluding the Assignor's rights under Section
3.05 of the Flow Sale Agreement,  and (iii) each of the Mortgage Loans delivered
under the Transfer Agreement by the Company to the Assignor. Notwithstanding the
foregoing,  the  Company  and the  Assignee  acknowledge  that in the  event the
Assignor   repurchases  any  Mortgage  Loan  or  otherwise  performs  any  other
obligation under the Mortgage Loan Purchase Agreement (as defined below) that is
also the  obligation of the Company under the Transfer  Agreement,  the Assignor
shall be deemed to have  retained its right to enforce such  obligation  against
the Company  and the  Assignee  will be deemed to have  waived  such  right.  In
addition,  notwithstanding  any  provision  in  this  AAR to the  contrary,  the
Assignor  specifically  reserves  and does not assign to the Assignee any right,
title and interest in, to or under any  Mortgage  Loans  subject to the Transfer
Agreement  other than the Mortgage  Loans that are subject to the Mortgage  Loan
Purchase Agreement (the "Assigned Mortgage Loans").

     2. The Assignor has sold,  assigned,  set over, and otherwise  conveyed its
rights in, to and under the Assigned Mortgage Loans delivered under the Transfer
Agreement  to the  Assignee  pursuant to that  certain  Mortgage  Loan  Purchase
Agreement  (the  "Mortgage  Loan Purchase  Agreement"),  dated as of November 1,
2006, by and between the Assignee, as purchaser, and the Assignor, as seller.


<PAGE>
     3. The Assignee  has further  assigned its rights in, to and under (i) this
AAR and (ii) the Assigned Mortgage Loans delivered under the Transfer  Agreement
to U.S. Bank National Association, as trustee (the "Trustee"),  pursuant to that
certain Pooling and Servicing Agreement (the "Pooling and Servicing Agreement"),
dated  as of  November  1,  2006,  among  the  Depositor,  Option  One  Mortgage
Corporation,  as a servicer,  JPMorgan Chase Bank,  National  Association,  as a
servicer,  Litton Loan Servicing LP, as a servicer,  Wells Fargo Bank,  N.A., as
master  servicer  and  as  securities  administrator,  and  U.S.  Bank  National
Association, as trustee.

     4. The  Assignor  represents  and  warrants  to, and  covenants  with,  the
Assignee that:

        a. The Assignor has not received notice of, and has no knowledge of, any
offsets,  counterclaims or other defenses  available to the Company with respect
to the Transfer Agreement or the Mortgage Loans;

        b. The Assignor is the lawful owner of the Assigned Mortgage Loans  with
the full right to transfer the Assigned Mortgage Loans and all of its interests,
rights and obligations under the Transfer Agreement free from any and all claims
and encumbrances  whatsoever.  Except for the sale to the Assignee, the Assignor
has not assigned or pledged any Mortgage  Note related to any Assigned  Mortgage
Loan or the related Mortgage or any interest or participation therein;

        c. The Assignor has not satisfied, canceled, or subordinated in whole or
in part, or rescinded the Mortgage related to any  Assigned  Mortgage  Loan, and
the  Assignor  has  not  released  the  Mortgaged  Property from the lien of the
Mortgage related to any Assigned Mortgage Loan, in whole or in part, nor has the
Assignor  executed  an  instrument  that   would   effect   any   such  release,
cancellation, subordination, or rescission;

        d.  Neither  the  Assignor  nor anyone acting on its behalf has offered,
transferred,  pledged,  sold or otherwise  disposed of the Mortgage  Loans,  any
interest in the Mortgage  Loans or any other  similar  security to, or solicited
any  offer to buy or  accept a  transfer,  pledge  or other  disposition  of the
Mortgage Loans, any interest in the Mortgage Loans or any other similar security
from, or otherwise  approached or negotiated with respect to the Mortgage Loans,
any interest in the  Mortgage  Loans or any other  similar  security  with,  any
person in any  manner,  or made any  general  solicitation  by means of  general
advertising  or in any  other  manner,  or taken any other  action  which  would
constitute a distribution of the Mortgage Loans under the Securities Act of 1933
(the  "Securities  Act") or which would render the  disposition  of the Mortgage
Loans a violation  of Section 5 of the  Securities  Act or require  registration
pursuant thereto;

        e. The  Assignor has not taken any action that would  serve to impair or
encumber the Assignor's  ownership  interest in any Assigned Mortgage Loan since
the Original Closing Date; and

        f. The Assignor has not waived or agreed to any waiver under,  or agreed
to  any  amendment  or other modification of,  the  Transfer  Agreement  or  the
Mortgage Loans,  including  without  limitation  the  transfer  of the servicing
obligations under the Transfer  Agreement.  The  Assignor  has no knowledge  of,


                                      -2-
<PAGE>
and  has  not  received  notice  of,  any  waivers  under or amendments or other
modifications of, or  assignments of rights or obligations  under,  the Transfer
Agreement or the Mortgage Loans.

     5. The  Assignee  represents  and  warrants  to, and  covenants  with,  the
Assignor and the Company  pursuant to Section  11.07 of the Flow Sale  Agreement
that:

        a. The  Assignee agrees to be bound, as Purchaser,  by all of the terms,
covenants and conditions of Article 3 of the Flow Sale Agreement with respect to
the Assigned  Mortgage Loans,  and from and after the date hereof,  the Assignee
assumes  for the  benefit of each of the  Company  and the  Assignor  all of the
Assignor's  obligations  as  purchaser  thereunder  with respect to the Assigned
Mortgage Loans;

        b.  Neither the Assignee nor anyone  acting on its  behalf has  offered,
transferred,  pledged,  sold or otherwise  disposed of the Mortgage  Loans,  any
interest in the Mortgage  Loans or any other  similar  security to, or solicited
any offer to buy or  accepted a  transfer,  pledge or other  disposition  of the
Mortgage Loans, any interest in the Mortgage Loans or any other similar security
from, or otherwise  approached or negotiated with respect to the Mortgage Loans,
any interest in the  Mortgage  Loans or any other  similar  security  with,  any
person in any manner which would constitute a distribution of the Mortgage Loans
under the Securities  Act or which would render the  disposition of the Mortgage
Loans a violation  of Section 5 of the  Securities  Act or require  registration
pursuant  thereto,  nor will it act, nor has it  authorized or will it authorize
any person to act, in such manner with respect to the Mortgage Loans;

        c. Either (1) the Assignee is  not  an  employee  benefit  plan ("Plan")
within the meaning of section 3(3) of the Employee  Retirement  Income  Security
Act  of 1974,  as amended  ("ERISA")  or a plan  ("Plan")  within the meaning of
section 4975(e)(1) of the Internal  Revenue  Code  of  1986  ("Code"),  and  the
Assignee is not  directly  or  indirectly  purchasing  the   Mortgage   Loans on
behalf of, investment  manager of, as named fiduciary of, as trustee of, or with
assets of, a Plan; or (2) the Assignee's purchase of the Mortgage Loans will not
result in a prohibited transaction under section 406 of ERISA or section 4975 of
the Code; and

        d. The    Assignee's    address   for   purposes   of   all  notices and
correspondence related to the Mortgage Loans and the Flow Sale Agreement is:

                           Asset Backed Funding Corporation
                           214 North Tryon Street, 21st Floor
                           Charlotte, North Carolina  28255
                           Attention:  ABFC 2006-OHE1



                                      -3-
<PAGE>
     6. The Company represents and warrants to the Assignor and the Assignee and
covenants, acknowledges and agrees that, as of the date hereof:

        a.  The Company serviced the  Mortgage  Loans  in  accordance  with  the
provisions of the Flow Sale Agreement until the Servicing  Transfer Date and has
complied with all covenants and obligations thereunder;

        b. The representations and warranties set forth in Section 3.01 and 3.02
of the Flow Sale Agreement are made by the Company  as of the date  hereof  with
respect to the Assigned Mortgage Loans;  provided,  however, the representations
and warranties  related to the Assigned  Mortgage Loans shall be modified to the
extent  necessary  to  accurately  reflect the pool  statistics  of the Assigned
Mortgage Loans as of the date hereof and subject to any events or  circumstances
occurring or existing subsequent to the Original Closing Date.

     7. It is the intention of the Assignor,  the Company and the Assignee that,
as to the  Assigned  Mortgage  Loans,  Sections  3.02 and 3.03 of the Flow  Sale
Agreement  shall be binding upon and inure to the benefit of the Company and the
Assignee and their respective successors and assigns.

     8. Capitalized  terms used but not defined herein shall have the respective
meaning ascribed thereto in the Mortgage Loan Purchase Agreement.

                               [Signatures Follow]





















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<PAGE>
     IN WITNESS  WHEREOF,  the  parties  have  caused this AAR to be executed by
their duly authorized officers as of the date first above written.

BANK OF AMERICA, NATIONAL                        ASSET BACKED FUNDING
ASSOCIATION                                      CORPORATION
Assignor                                         Assignee


By:  /s/ Bruce W. Good                           By: /s/ Juanita L. Deane-Warner
     -----------------------------------             ---------------------------

Name:  Bruce W. Good                             Name: Juanita L. Deane-Warner
       ---------------------------------               -------------------------

Its:   Principal                                 Its:  Vice President
       ---------------------------------               -------------------------



Acknowledged as of the date first above written


ACCREDITED HOME LENDERS, INC.
Company


By:  /s/ Melissa G. Dant
     ---------------------------------------

Name:  Melissa G. Dant
       -------------------------------------

Its:  Associate General Counsel-Finance AVP & Ass't Sec'y
      ---------------------------------------------------











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<PAGE>
                                    EXHIBIT A

            [See Exhibit 10.3(A) of this Current Report on Form 8-K]








































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