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-C Trust ("Assignee"), Wells Fargo Bank, N.A., a

national  banking  association  ("Wells Fargo Bank"),  as master servicer of the

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

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



     WHEREAS,  pursuant to 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 the

Company  (the "North Fork  Agreement"),  which is attached in Appendix I hereto,

the Assignor  purchased the Mortgage Loans (as defined  herein) from the Company

or North Fork Bank,  as  applicable,  and  Countrywide  currently  services  the

Mortgage Loans.



     WHEREAS,  Countywide  has agreed to service the Mortgage  Loans pursuant to

(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

and (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  (collectively,  the  "Countrywide

Agreements"),  the  servicing  provisions  of which are  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;



     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 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,  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 Assignee,  all of the right,  title and

interest  of the  Assignor  in,  to and  under  the  North  Fork  Agreement  and

Countrywide  Agreements,  and the mortgage loans delivered under such agreements

by  Countrywide  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 North Fork Agreement 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 North Fork Agreement and Countrywide  Agreements as they relate

to  the  Mortgage  Loans.  Countrywide  hereby  assumes  all  of  the  Company's

obligations and duties under the North Fork Agreement and Countrywide 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 North Fork Agreement and Countrywide Agreements

as they relate to any mortgage  loans other than the Mortgage  Loans or (ii) any

mortgage  loans subject to the North Fork Agreement and  Countrywide  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;



     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 North Fork Agreement and Countrywide  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 North Fork  Agreement

          and Countrywide  Agreements or the Mortgage Loans,  including  without

          limitation the transfer of the servicing  obligations  under the North

          Fork  Agreement  and  Countrywide  Agreements.  The  Assignor  has  no

          knowledge  of, and has not  received  notice of, any waivers  under or



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          amendments  or other  modifications  of, or  assignments  of rights or

          obligations under, the North Fork Agreement and Countrywide 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,

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