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 that certain Flow Servicing  Rights Purchase and Sale

Agreement,  dated as of July 1, 2006 (the  "BANA  Purchase  Agreement"),  by and

between the  Assignor and Wells Fargo Bank,  the  Assignor  has sold,  and Wells

Fargo  Bank has  purchased,  the  servicing  rights  related  to  certain of the

mortgage loans (the "BANA Purchase  Agreement Mortgage Loans") listed on Exhibit

A hereto;



     WHEREAS,  pursuant to that certain Flow Servicing  Rights Purchase and Sale

Agreement,   dated  as  of  December  1,  2004  (the  "Credit  Suisse   Purchase

Agreement"),  by and between  Credit Suisse and Wells Fargo Bank,  Credit Suisse

has sold,  and Wells Fargo Bank has purchased,  the servicing  rights related to

certain of the mortgage loans (the "Credit Suisse  Purchase  Agreement  Mortgage

Loans") listed on Exhibit A hereto;



     WHEREAS,  pursuant to that certain  Assignment,  Assumption and Recognition

Agreement  (the "North Fork Bank  Agreement" and together with the BANA Purchase

Agreement and the Credit Suisse Purchase  Agreement,  the "Purchase  Agreement")

dated as of March 20,  2007,  among  North Fork Bank,  successor  in interest to

GreenPoint  Mortgage Funding,  Inc., the Assignor and Wells Fargo Bank, which is

attached  in  Appendix  I hereto,  the  Assignor  purchased  the  certain of the

mortgage loans (the "North Fork Bank Mortgage  Loans" and together with the BANA

Purchase  Agreement  Mortgage  Loans and the Credit  Suisse  Purchase  Agreement

Mortgage Loans, the "Mortgage Loans") from Wells Fargo Bank;



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

accordance with that certain Servicing Agreement,  dated as of July 1, 2006 (the

"Servicing  Agreement"),  by and  between  the  Assignor  and Wells  Fargo  Bank

(attached hereto in Appendix II);



     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



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     WHEREAS, on the date hereof,  Wells Fargo Bank, 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  Servicing  Agreement  (other than

the rights of the Assignor to indemnification thereunder).



     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 Servicing Agreement other than the Mortgage Loans.



     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  Agreement,  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  Agreement,  the

Servicing  Agreement or the Mortgage  Loans,  including  without  limitation the

transfer  of the  servicing  obligations  under  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  Agreement,  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

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





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(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

Servicing Agreement,  Wells Fargo Bank shall service the Mortgage Loans pursuant

to the Servicing  Agreement as modified by Section 7 of this Agreement,  for the

benefit of the Assignee.  Wells Fargo Bank  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

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