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 (the "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 (the "Assignee"), GMAC Mortgage, LLC, a

Delaware  limited  liability  company  ("GMACM") and acknowledged by Wells Fargo

Bank,  N.A., a national  banking  association  ("Wells Fargo  Bank"),  as master

servicer of the Banc of America Funding Trust 2007-3;



     WHEREAS,  pursuant to that certain  Assignment,  Assumption and Recognition

Agreement,  dated as of August 4, 2004, by and among UBS Real Estate  Securities

Inc., the Assignor,  GMACM, as servicer and ABN AMRO Mortgage  Group,  Inc. (the

"UBS AAR  Agreement"),  which is  attached in  Appendix I hereto,  the  Assignor

purchased the Mortgage Loans (as defined herein) from UBS Real Estate Securities

Inc. and GMACM currently services the Mortgage Loans;



     WHEREAS,  GMACM has agreed to service the  Mortgage  Loans  pursuant to (a)

that certain  Master Flow Sale and  Servicing  Agreement,  dated as of August 1,

2003,  by and between the Assignor (as  successor in interest to Banc of America

Mortgage Capital Corporation ("BAMCC")), as purchaser, and GMACM, as seller, (b)

that certain  Global  Amendment to Sale and  Servicing  Agreements,  dated as of

September  1, 2005,  by and among  GMACM,  BAMCC and the  Assignor  and (c) that

certain Regulation AB Compliance  Addendum to the Master Flow Sale and Servicing

Agreement,  dated as of January 1, 2006,  by and between  GMACM and the Assignor

(collectively, the "Sale and Servicing Agreement"), each of which is attached in

Appendix II hereto;



     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 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.





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     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 the Assignee,  all of the right,  title

and interest of the Assignor  in, to and under the UBS AAR  Agreement,  the Sale

and  Servicing  Agreement  and the mortgage  loans  delivered  under the UBS AAR

Agreement 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 UBS AAR  Agreement  or the Sale and  Servicing  Agreement  other than the

Mortgage Loans.



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

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 GMACM  with

          respect to the UBS AAR Agreement,  the Sale and 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 UBS AAR Agreement,  the

          Sale and Servicing  Agreement or the Mortgage Loans.  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 UBS AAR  Agreement,  the Sale  and  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, as amended (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.



     3. From and after the date hereof, GMACM shall (i) note the transfer of the

Mortgage  Loans to the Assignee in its books and  records,  (ii)  recognize  the

Assignee as the owner of the Mortgage Loans and (iii)  notwithstanding  anything

to the  contrary  contained in the UBS AAR  Agreement or the Sale and  Servicing



                                       2

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Agreement,  GMACM shall  service  the  Mortgage  Loans  pursuant to the Sale and

Servicing  Agreement,  as modified  by Section 8 hereof,  for the benefit of the

Assignee.

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