ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT



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

April 30, 2007, 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"),  Washington  Mutual  Bank

(formerly known as Washington  Mutual Bank, FA), a federally  chartered  savings

bank ("WMB") and as acknowledged by 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;



     WHEREAS,  pursuant to that certain  Assignment,  Assumption and Recognition

Agreement,  dated June 30, 2004,  among DLJ Mortgage  Capital,  Inc.  ("DLJMC"),

Washington Mutual Mortgage Securities Corp. ("WMMSC"), the Assignor and WMB (the

"Purchase  Agreement"),  which is attached in  Appendix A hereto,  the  Assignor

purchased the mortgage loans listed on Exhibit A attached  hereto (the "Mortgage

Loans") from DLJMC;



     WHEREAS,  pursuant to the terms of the Purchase  Agreement,  WMB  currently

services the Mortgage  Loans  pursuant to (i) that certain  Servicing  Agreement

(Amended and  Restated),  dated as of July 1, 2003,  by and between the Assignor

and WMB, as servicer (the "Servicer") (as amended by (a) the Master  Assignment,

Assumption and Recognition Agreement (the "MAAR"),  dated as of July 1, 2004, by

and among Banc of America Mortgage Capital Corporation, the Assignor and WMB and

(b) that certain Regulation AB Amendment to the Servicing Agreement, dated as of

January  1,  2006,  by and  between  WMB and the  Assignor)  (collectively,  the

"Servicing Agreement" and together with the Purchase Agreement,  the "Underlying

Agreements"), which is attached in Appendix B 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,  WMMSC, as a master  servicer,  Wells Fargo Bank, as securities

administrator  (in  such  capacity,  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:

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     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 (a) the  Mortgage  Loans and (b) all

rights and obligations under the Underlying  Agreements to the extent related to

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.



     The Assignee  assumes all of the interests and rights of the Assignor under

the  Underlying  Agreements  solely with respect to the Mortgage  Loans.



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

and the  Assignee  that,  as of the date  hereof:



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

          right to transfer the Mortgage Loans and any and all of the interests,

          rights and obligations under the Underlying  Agreements as they relate

          to the  Mortgage  Loans  free and clear  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 WMB 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.  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

          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,  WMB shall (i) note the transfer of the

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

Assignee  as the owner of the  Mortgage  Loans.  WMB  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.  The  Master

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