ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT



     Assignment,  Assumption and Recognition Agreement (the "Agreement"),  dated

April 30,  2007,  is among Bank of  America,  National  Association,  a national

banking  association  ("Assignor"),  Banc  of  America  Funding  Corporation,  a

Delaware  corporation  ("BAFC"),  U.S.  Bank  National  Association,  a national

banking association,  not in its individual  capacity,  but solely as trustee of

the Banc of America Funding 2007-3 Trust ("Assignee"), Wells Fargo Bank, N.A., a

national banking association ("Wells Fargo Bank"), as servicer, and acknowledged

by Wells Fargo Bank,  N.A. as a master  servicer of the Banc of America  Funding

2007-3 Trust.



     WHEREAS,  pursuant to that certain Flow Servicing  Rights Purchase and Sale

Agreement,  dated as of July 1, 2006 (the "Purchase Agreement"),  by and between

the Assignor and Wells Fargo Bank,  the Assignor has sold,  and Wells Fargo Bank

has  purchased,  the servicing  rights  related to the mortgage  loans listed on

Exhibit A hereto (the "Mortgage Loans");



     WHEREAS,  Wells  Fargo  Bank has agreed to service  the  Mortgage  Loans in

accordance with that certain Servicing Agreement,  dated as of July 1, 2006 (the

"Servicing  Agreement"),  by and  between  the  Assignor  and Wells  Fargo  Bank

(attached hereto in Appendix I);



     WHEREAS, on the date hereof, the Assignor is transferring all of its right,

title and interest in and to the Mortgage Loans to BAFC;



     WHEREAS,  on the date hereof,  BAFC is transferring all of its right, title

and interest in and to the Mortgage Loans to the Assignee; and



     WHEREAS,  on the date hereof,  Wells Fargo Bank,  as a master  servicer (in

such capacity,  the "Master Servicer") and as securities  administrator (in such

capacity,  the  "Securities  Administrator"),  is  entering  into a Pooling  and

Servicing  Agreement,  dated the date hereof (the  "Pooling  Agreement"),  among

BAFC, the Master  Servicer,  the  Securities  Administrator,  Washington  Mutual

Mortgage  Securities  Corp., as a master servicer and the Assignee,  pursuant to

which the Master Servicer shall supervise,  monitor and oversee the servicing of

the Mortgage Loans.



     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 BAFC,  and BAFC

hereby grants,  transfers and assigns to Assignee,  all of the right,  title and



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interest of the Assignor in, to and under the  Servicing  Agreement  (other than

the rights of the Assignor to indemnification thereunder).



     The  Assignor  specifically  reserves  and does not  assign  to BAFC or the

Assignee any right, title and interest in, to or under any mortgage loan subject

to the Servicing Agreement other than the Mortgage Loans.



     2. The Assignor  warrants and represents to, and covenants  with,  BAFC and

the Assignee that:



          a. The  Assignor is the lawful  owner of the  Mortgage  Loans with the

     full right to transfer the Mortgage  Loans free from any and all claims and

     encumbrances whatsoever;



          b. The Assignor has not received  notice of, and has no knowledge  of,

     any offsets,  counterclaims or other defenses available to Wells Fargo Bank

     with  respect to the Purchase  Agreement,  the  Servicing  Agreement or the

     Mortgage Loans;



          c. The  Assignor  has not  waived or agreed to any  waiver  under,  or

     agreed to any amendment or other  modification of, the Purchase  Agreement,

     the Servicing Agreement or the Mortgage Loans, including without limitation

     the transfer of the servicing  obligations  under the Servicing  Agreement.

     The  Assignor  has no  knowledge  of, and has not  received  notice of, any

     waivers under or amendments or other  modifications  of, or  assignments of

     rights  or  obligations  under,  the  Purchase  Agreement,   the  Servicing

     Agreement or the Mortgage Loans; and



          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 "33 Act") or which

     would render the disposition of the Mortgage Loans a violation of Section 5

     of the 33 Act or require registration pursuant thereto.



     3. From and after the date hereof, Wells Fargo Bank shall note the transfer

of the Mortgage Loans to the Assignee in its books and records,  and Wells Fargo

Bank  shall  recognize  the  Assignee  as  the  owner  of  the  Mortgage  Loans.

Notwithstanding  anything  to the  contrary  contained  in  Section  9.01 of the

Servicing Agreement,  Wells Fargo Bank shall service the Mortgage Loans pursuant

to the Servicing  Agreement as modified by Section 7 of this Agreement,  for the

benefit of the Assignee.  Wells Fargo Bank  acknowledges  that a REMIC  election

will be made with  respect to the Mortgage  Loans and that the Master  Servicer,

pursuant to the Pooling Agreement, will administer on behalf of the Assignee the

terms and conditions of the Servicing Agreement.



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     4. Wells Fargo Bank  hereby  represents  and  warrants to each of the other

parties hereto (i) that the  representations  and warranties of Wells Fargo Bank

in Section 3.01 of the Servicing  Agreement are true and correct in all material

respects  as of the date  hereof  with the  same  force  and  effect  as  though

expressly  made at and/or as of the date  hereof,  (ii) that it has serviced the

Mortgage  Loans in  accordance  with the terms of the Servicing  Agreement,  and

(iii) that it has taken no action nor  omitted to take any  required  action the

omission of which would have the effect of impairing  any mortgage  insurance or

guarantee on the Mortgage Loans.



     5. In accordance  with  Sections 2.03 and 9.01 of the Servicing  Agreement,

the  Assignor  hereby  instructs  Wells Fargo Bank,  and Wells Fargo Bank hereby

agrees, to release from its custody and deliver the Mortgage File (as defined in

the Servicing Agreement) for each Mortgage Loan to the Assignee,  or a custodian

on its behalf under the Pooling Agreement, at the address set forth in Section 8

herein on or before the date hereof.



     6. Wells Fargo Bank hereby agrees that,  in  connection  with each Mortgage

Loan of which the related  Mortgage has been recorded in the name of MERS or its

designee, it shall take all actions as are necessary to cause the Assignee (MERS

ID #1001065),  as trustee of the Trust pursuant to the Pooling Agreement,  to be

shown as the owner of such  Mortgage Loan on the records of MERS for purposes of

the  system  of  recording  transfers  of  beneficial   ownership  of  mortgages

maintained by MERS.



     7. Wells Fargo Bank,  BAFC and the Assignee  hereby agree to the  following

modifications to the Servicing Agreement:



     a.   Article I. Article I is hereby  modified by deleting the definition of

          "Principal Prepayment Period" and replacing it with the following:



          "The  calendar  month   preceding  the  month  in  which  the  related

          Remittance Date occurs."



     b.   Section 4.03. Section 4.03 is hereby modified to read as follows:



          "Continuously from the respective Cut-off Date until the principal and

          interest on all Mortgage  Loans are paid in full or the Mortgage Loans

          have been fully liquidated (with respect to Mortgage Loans that remain

          subject  to this  Agreement  pursuant  to  Section  9.01  herein),  in

          accordance with this Agreement and Accepted Servicing  Practices,  the

          Servicer  shall  proceed  diligently to collect all payments due under

          each of the Mortgage  Loans when the same shall become due and payable

          and shall take  special care in  ascertaining  and  estimating  Escrow

          Payments  and all other  charges that will become due and payable with

          respect to the Mortgage  Loan and the Mortgaged  Property,  to the end

          that the installments  payable by the Mortgagors will be sufficient to

          pay such charges as and when they become due and payable."



     c.   Section  4.10.  Section  4.10  is  hereby  modified  by  deleting  the

          following language from the fourth paragraph:





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          "and if the  Mortgagor  does not obtain such  coverage,  the  Servicer

          shall immediately force place the required coverage on the Mortgagor's

          behalf."



     d.   Section  4.13.  Section  4.13 is hereby  deleted in its  entirety  and

          replaced with the following:



          "The  Company or its agent  shall  inspect the  Mortgaged  Property as

          often as is reasonably  deemed  necessary by the Company in accordance

          with Accepted Servicing Practices or as may be required by the primary

          mortgage  guaranty  insurer,  to assure  itself  that the value of the

          Mortgaged Property is being preserved. The Company shall keep a record

          of each such inspection and, upon request, shall provide the Purchaser

          with an electronic report of each such inspection."



     e.   Section  4.23  Section  4.23  is  hereby  modified  by  adding  to the

          beginning of the paragraph, the following language:



          "The extent that the Servicer  has  serviced the Mortgage  Loans for a

          period of sixty (60) days,"



     f.   Section 5.01.  Section 5.01 is hereby modified by deleting "the second

          Business  Day  following"  from  the  first  sentence  of  the  second

          paragraph.



     g.   Section 5.02. Section 5.02 is hereby modified to read as follows:



          "Not later  than the tenth  (10th)  calendar  day of each  month,  the

          Servicer  shall  furnish  to the  Owner  (or any  master  servicer)  a

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