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 (i)  that  certain  Master  Mortgage  Loan  Purchase

Agreement, dated as of January 1, 2003, as amended by that certain Amendment No.

1 to the Master Mortgage Loan Purchase  Agreement,  dated as of October 1, 2003,

and by that  certain  Amendment  No.  2 to the  Master  Mortgage  Loan  Purchase

Agreement,  dated  as of  May  10,  2004,  (ii)  that  certain  Master  Seller's

Warranties and Servicing  Agreement,  dated as of January 1, 2003, as amended by

that certain  Amendment No. 1 to the Master  Seller's  Warranties  and Servicing

Agreement, dated as of April 1, 2003, that certain Amendment No. 2 to the Master

Seller's  Warranties  and  Servicing  Agreement,  dated as of May 1, 2003,  that

certain  Amendment  No.  3 to  the  Master  Seller's  Warranties  and  Servicing

Agreement,  dated as of July 1, 2003, that certain Amendment No. 4 to the Master

Seller's Warranties and Servicing  Agreement,  dated as of October 1, 2003, that

certain  Amendment  No.  5 to  the  Master  Seller's  Warranties  and  Servicing

Agreement,  dated as of May 10,  2004,  and (iii) that  certain  Assignment  and

Conveyance  Agreement,  dated  February 26, 2004  (collectively,  the  "Purchase

Agreements"),  each by and between the  Assignor  and Wells Fargo Bank,  each of

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

Loans (as defined  herein) from Wells Fargo Bank and Wells Fargo Bank  currently

services the Mortgage Loans;



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

to that certain  Second  Amended and Restated  Master  Seller's  Warranties  and

Servicing Agreement, dated as of May 1, 2006 (the "Servicing Agreement"),  which

is attached in Appendix II hereto,  by and between the  Assignor and Wells Fargo

Bank, as modified by Section 6 of this Agreement,



     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, N.A., 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



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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

interest of the Assignor in, to and under the Purchase Agreements, the Servicing

Agreement  and the mortgage  loans  delivered  under the Purchase  Agreements by

Wells Fargo Bank 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 Purchase  Agreements or the Servicing  Agreement  other than the Mortgage

Loans.



     Notwithstanding  any  provision in this  Agreement to the  contrary,  it is

understood  that Wells Fargo Bank is not released from liability to the Assignor

for any breaches of any  representations,  warranties or covenants made by Wells

Fargo Bank in the Purchase  Agreements  prior to the date hereof  regardless  of

when such breaches are discovered or made known.



     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  Agreements,  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  Agreements,  the

Servicing  Agreement or the Mortgage  Loans,  including  without  limitation the

transfer of the  servicing  obligations  under the  Purchase  Agreements  or 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  Agreements,  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



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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 shall

recognize  the  Assignee  as the owner of the  Mortgage  Loans.  Notwithstanding

anything to the contrary contained in the Purchase Agreements,  Wells Fargo Bank

shall service the Mortgage  Loans  pursuant to the  Servicing  Agreement for the

benefit of the Assignee.



     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 Purchase Agreements 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 Custodial  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  closing  date of the  related  Securitization

Transaction (as defined in the Servicing Agreement).



     6. 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 replacing the definition of

          "Servicing Fee Rate" with the following:



          "With respect to each Mortgage Loan, 0.250% per annum."



     b.   Section 4.02.  Section 4.02 is hereby  modified by deleting the phrase

          "of the Company's intention to do so" and replacing it with the phrase

          "via  the  monthly   reports  as  identified  in  Section  5.02,  that

          foreclosure proceedings have commenced."



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



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

          Company shall furnish to the Master  Servicer a delinquency  report in

          the form set forth in Exhibit G-1, a monthly  remittance advice in the

          form set forth in Exhibit G-2, and a realized  loss report in the form

          set forth in  Exhibit  G-3,  each in a mutually  agreeable  electronic

          format,  as to the  remittance on such  Remittance  Date and as to the

          period ending on the last day of the month  preceding such  Remittance

          Date. The information required by Exhibit G-1 is limited to that which

          is readily  available to the Company and is mutually  agreed to by the

          Company and the Master Servicer."



          The  exhibits  referenced  in this  Section  6(e) are attached to this

          Agreement as Exhibit B hereto.



     f.   Section 6.05. Section 6.05 is hereby modified by deleting such section

          in its entirety and inserting "[Reserved]."



     g.   Section  6.06.  Section 6.06 is hereby  modified by deleting the first

          paragraph in its entirety and replacing it with the following:



          "On or before March 1 of each calendar  year,  commencing in 2008, the

          Company shall:"

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