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 servicer, and acknowledged

by Wells Fargo  Bank,  N.A.  as master  servicer of the Banc of America  Funding

2007-C Trust.



     WHEREAS,  pursuant to (i) that certain Second  Amended and Restated  Master

Seller's  Warranties  and  Servicing  Agreement,  dated as of May 1,  2006  (the

"MSWSA"), by and between Assignor, as purchaser, and Wells Fargo Bank, as seller

and servicer, (ii) that certain Second Amended and Restated Master Mortgage Loan

Purchase  Agreement,  dated as of May 1,  2006  (the  "MMLPA"),  by and  between

Assignor,  as  purchaser,  and Wells Fargo Bank,  as seller,  (iii) that certain

Assignment  and  Conveyance  Agreement  (2006-W37),  dated May 25, 2006,  by and

between  Assignor  and Wells  Fargo  Bank,  (iv)  that  certain  Assignment  and

Conveyance  Agreement  (2006-W39),  dated June 27, 2006, by and between Assignor

and Wells Fargo Bank,  (v) that  certain  Assignment  and  Conveyance  Agreement

(2006-W46),  dated June 28, 2006, by and between  Assignor and Wells Fargo Bank,

(vi) that certain  Assignment,  Assumption  and  Recognition  Agreement (the "MS

North  Fork Bank  AAR"),  dated as of March 20,  2007,  among  North  Fork Bank,

successor in interest to GreenPoint Mortgage Funding, Inc.  ("GreenPoint"),  the

Assignor and Wells Fargo Bank (successor by merger to Wells Fargo Home Mortgage,

Inc), (vii) that certain Assignment,  Assumption and Recognition  Agreement (the

"UBS North Fork Bank AAR"),  dated as of March 20, 2007,  among North Fork Bank,

successor in interest to GreenPoint,  the Assignor and Wells Fargo Bank,  (viii)

that certain Assignment,  Assumption and Recognition  Agreement (the "EMC1 North

Fork Bank AAR"), dated as of March 20, 2007, among North Fork Bank, successor in

interest to GreenPoint,  the Assignor and Wells Fargo Bank and (ix) that certain

Assignment,  Assumption  and  Recognition  Agreement  (the "EMC2 North Fork Bank

AAR," and together  with the MS North Fork Bank AAR, UBS North Fork Bank AAR and

the EMC1 North Fork Bank AAR, the "North Fork Bank AARs," and collectively  with

the MSWSA,  the MMLPA and the  Assignment  and  Conveyances,  the  "Purchase and

Servicing  Agreements"),  dated as of March 20,  2007,  among  North  Fork Bank,

successor in interest to GreenPoint,  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;



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     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 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

BAFC,  the Master  Servicer,  the  Securities  Administrator  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 and Servicing Agreements,

and the mortgage loans delivered under such agreement 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 and Servicing Agreements 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  and  Servicing  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 and Servicing 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 Purchase and  Servicing

Agreements or the Mortgage Loans,  including without  limitation the transfer of

the  servicing  obligations  under the Purchase and  Servicing  Agreements.  The

Assignor has no knowledge of, and has not received  notice of, any waivers under





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or amendments or other modifications of, or assignments of rights or obligations

under, the Purchase and Servicing 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

(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 Wells Fargo

Bank  shall  recognize  the  Assignee  as  the  owner  of  the  Mortgage  Loans.

Notwithstanding anything to the contrary contained in Section 9.01 of the MSWSA,

Wells  Fargo Bank shall  service  the  Mortgage  Loans  pursuant to the MSWSA as

modified by Section 6 of this 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 MSWSA 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

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