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 a master servicer of the

Banc of  America  Funding  2007-3  Trust,  Countrywide  Home  Loans,  Inc.  (the

"Company"), and Countrywide Home Loans Servicing LP ("Countrywide").



     WHEREAS,  pursuant to (a)(i) that certain Master Mortgage Loan Purchase and

Servicing  Agreement,  dated as of April 1, 2003,  by and between  Assignor  (as

successor  in  interest  to  Banc  of  America  Mortgage   Capital   Corporation

("BAMCC")),  as  purchaser,  and the  Company,  as  seller,  (ii)  that  certain

Amendment No. 1, dated as of July 1, 2003,  by and among BAMCC,  the Company and

the Assignor, (iii) that certain Amendment No. 2, dated as of September 1, 2004,

by and among BAMCC,  the Company and the Assignor,  (iv) that certain  Amendment

Reg AB to the  Master  Mortgage  Loan  Purchase  and  Servicing  Agreement  (the

"Amendment Reg AB"), dated as of January 1, 2006, by and between the Company and

the  Assignor,  (v) that  certain  Purchase  Confirmation,  dated June 30, 2004,

between the Company and the Assignor,  (vi) that certain Purchase  Confirmation,

dated July 30, 2004, between the Company and the Assignor and (vii) that certain

Purchase  Confirmation  dated as of August 30, 2004, between the Company and the

Assignor (collectively,  the "Countrywide Agreements"), the servicing provisions

of which are attached in Appendix I hereto, and (b)(i) that certain  Assignment,

Assumption and  Recognition  Agreement,  dated March 20, 2007,  among North Fork

Bank  (as  successor  in  interest  to   GreenPoint   Mortgage   Funding,   Inc.

("GreenPoint")),  the Assignor and ABN AMRO Mortgage  Group,  Inc. ("ABN AMRO"),

and (ii) that certain Assignment,  Assumption and Recognition  Agreement,  dated

March 20, 2007,  among North Fork Bank (as successor in interest to GreenPoint),

the Assignor and the Company  (collectively,  the "North Fork  Agreements"  and,

together with the Countrywide Agreements, the "Underlying Agreements"),  each of

which is attached in Appendix II hereto,  the  Assignor  purchased  the Mortgage

Loans (as defined herein) from the Company or North Fork Bank, as applicable;



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

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



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

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



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

title and interest in and to the servicing of the Mortgage Loans to Countrywide;

and



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

such capacity, the "Master Servicer"),  is entering into a Pooling and Servicing

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

Master  Servicer,  Washington  Mutual  Mortgage  Securities  Corp.,  as a master

servicer,  Wells  Fargo  Bank,  as  securities  administrator  (the  "Securities

Administrator"),  and the Assignee,  pursuant to which the Master  Servicer will

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

interest of the Assignor  in, to and under the  Underlying  Agreements,  and the

mortgage  loans  delivered  under such  agreements to the Assignor and listed on

Exhibit A attached hereto (the "Mortgage Loans").



     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 Underlying Agreements other than the Mortgage Loans.



     2. The Company hereby grants,  transfers and assigns to Countrywide  all of

the right,  title and  interest of the  Company  in, to and under the  servicing

rights under the  Underlying  Agreements  as they relate to the Mortgage  Loans.

Countrywide hereby assumes all of the Company's obligations and duties under the

Underlying  Agreements  as they relate to the Mortgage  Loans from and after the

date  hereof.  The  Company  specifically   reserves  and  does  not  assign  to

Countrywide  any right,  title and interest  in, to or under (i) the  Underlying

Agreements as they relate to any mortgage loans other than the Mortgage Loans or

(ii) any mortgage  loans  subject to the  Underlying  Agreements  other than the

Mortgage Loans. Notwithstanding the foregoing, it is understood that the Company

is not released from liability to the Assignor,  or its permitted successors and

assigns, for any breaches of any  representations,  warranties or covenants made

by the Company in the Countrywide Agreements prior to the date hereof.



     3. 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;



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

          offsets, counterclaims or other defenses available to Countrywide with

          respect to the Underlying Agreements 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 Underlying  Agreements

          or the Mortgage Loans,  including  without  limitation the transfer of

          the  servicing  obligations  under  the  Underlying  Agreements.   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  Underlying  Agreements  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

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