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ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT

Assignment and Assumption Agreement

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BANC OF AMERICA FUNDING 2006-H TRUST | Banc of America Funding Corporation | U.S. Bank National Association

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Title: ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT
Date: 10/16/2006

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                                                                 Exhibit 10.3(c)
                                                                  EXECUTION COPY
 
                ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT
 
     ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT (the "Agreement"), dated
September 29, 2006, 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, as trustee of the Banc of America Funding 2006-H 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 2006-H 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) certain
Assignment and Conveyance Agreements (2006-W41 and 2006-W42), each dated May 25,
2006, by and between Assignor and Wells Fargo Bank, (iv) certain Assignment and
Conveyance Agreements (2006-W49 and 2006-W50), each dated June 16, 2006, by and
between Assignor and Wells Fargo Bank, (v) certain Assignment and Conveyance
Agreements (2006-W52, 2006-W53 and 2006-W54), each dated June 22, 2006, by and
between Assignor and Wells Fargo Bank, and (vi) certain Assignment and
Conveyance Agreements (2006-W46, 2006-W47 and 2006-W48), each dated June 28,
2006, by and between Assignor and Wells Fargo Bank (collectively, with the MSWSA
and the MMLPA, the "Purchase and Servicing Agreements"), 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, 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.
 
     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
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
 
 
                                        2
 
 
 
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
accordance with the terms of the MSWSA, as applicable, 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 MSWSA, 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 MSWSA) for each Mortgage Loan to the Assignee, or a custodian on its behalf
under the Pooling Agreement, at the address set forth in Section 7 herein on or
before the closing date of the related Securitization Transaction (as defined in
the MSWSA).
 
     6. Wells Fargo Bank, BAFC and the Assignee hereby agree to the following
modifications to the MSWSA:
 
     a.   Section 5.02. Section 5.02 is hereby modified to read as follows:
 
          "Not later than the fifth (5th) Business 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 are attached to this
          Agreement as Exhibit B hereto.
 
     b.   Section 6.05. Section 6.05 is hereby modified by deleting such section
          in its entirety and inserting "[Reserved]."
 
     c.   Section 10.01. Section 10.01(ii) is hereby modified by inserting the
          following after the word "thirty (30)":
 
          "(or, in the case of any failure by the Company to perform its
          obligations under Section 6.04 or Section 6.06, ten (10))"
 
 
                                        3
 
 
 
     d.   For purposes of clarification, the Servicing Fee Rate is equal to
          0.250% per annum.
 
     7. The Assignee's address for purposes of all notices and correspondence
related to the Mortgage Loans and the Purchase and Servicing Agreements is:
 
               U.S. Bank National Association
               209 S. LaSalle Street, Suite 300
               Chicago, Illinois 60604
               Attention: Structured Finance Trust Services, BAFC 2006-H
 
     BAFC's address for purposes of all notices and correspondence related to
the Mortgage Loans is:
 
               Banc of America Funding Corporation
               214 North Tryon Street
               Charlotte, North Carolina 28255
               Attention: General Counsel and Chief Financial Officer
 
     8. Wells Fargo Bank shall remit all funds pursuant to the following wire
instructions:
 
               WELLS FARGO BANK, N.A.
               ABA# 121000248
               FOR CREDIT TO: SAS CLEARING, ACCT: 3970771416
               FFC TO: BAFC 2006-H #50951700
 
     9. Wells Fargo Bank hereby acknowledges that Wells Fargo Bank, N.A. has
been appointed as the Master Servicer of the Mortgage Loans pursuant to the
Pooling Agreement, and therefore has the right to enforce all obligations of
Wells Fargo Bank, as they relate to the Mortgage Loans, under the Purchase and
Servicing Agreements. Such right will include, without limitation, the right to
exercise any and all rights of the Assignor (but not the obligations) under the
Purchase and Servicing Agreements to monitor and enforce the obligations of
Wells Fargo Bank thereunder, the right to terminate Wells Fargo Bank under the
Agreement upon the occurrence of an event of default thereunder, the right to
receive all remittances required to be made by Wells Fargo Bank under the
Purchase and Servicing Agreements, the right to receive all monthly reports and
other data required to be delivered by Wells Fargo Bank under the Purchase and
Servicing Agreements, the right to examine the books and records of Wells Fargo
Bank, indemnification rights, and the right to exercise certain rights of
consent and approval relating to actions taken by Wells Fargo Bank.
 
                               [Signatures Follow]
 
 
                                        4
 
 
 
     IN WITNESS WHEREOF, the parties have caused this Assignment, Assumption and
Recognition Agreement to be executed by their duly authorized officers as of the
date first above written.
 
                                        Bank of America, National Association,
                                        as Assignor
 
 
                                        By: /s/ Bruce W. Good
                                            ------------------------------------
                                            Name: Bruce W. Good
                                            Title: Principal
 
 
                                        U.S. Bank National Association,
                                        as Assignee
 
 
                                        By: /s/ Melissa A. Rosal
                                            ------------------------------------
                                            Name: Melissa A. Rosal
                                            Title: Vice President
 
 
                                        Banc of America Funding Corporation
 
 
                                        By: /s/ Scott Evans
                                            ------------------------------------
                                            Name: Scott Evans
                                            Title: Senior Vice President
 
 
                                        Wells Fargo Bank, N.A., as servicer
 
 
                                        By: /s/ Bradley A. Davis
                                            ------------------------------------
                                            Name: Bradley A. Davis
                                            Title: Vice President
 
Acknowledged and Agreed as
of the date first written above:
 
Wells Fargo Bank, N.A., as Master Servicer
 
 
By: /s/ Peter A. Gobell
    ---------------------------------
Name: Peter A. Gobell
Title: Vice President
 
       [ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT FOR BAFC 2006-H]
 
 
 
                                    EXHIBIT A
 
                           Schedule of Mortgage Loans
 
     [Please refer to Exhibits D-1 through D-6 of the Pooling and Servicing
                                   Agreement]
 
 
                                       A-1
 
 
 
                                    EXHIBIT B
 
EXHIBIT G-1 STANDARD FILE LAYOUT - DELINQUENCY REPORTING
 
 
 
COLUMN/HEADER NAME                            DESCRIPTION                    DECIMAL    FORMAT COMMENT
---------------------------   --------------------------------------------   -------   ----------------
                                                                              
SERVICER_LOAN_NBR             A unique number assigned to a loan by the
                              Servicer.  This may be different than the
                              LOAN_NBR
 
LOAN_NBR                      A unique identifier assigned to each loan
                              by the originator.
 
CLIENT_NBR                    Servicer Client Number
 
SERV_INVESTOR_NBR             Contains a unique number as assigned by an
                              external servicer to identify a group of
                              loans in their system.
 
BORROWER_FIRST_NAME           First Name of the Borrower.
 
BORROWER_LAST_NAME            Last name of the borrower.
 
PROP_ADDRESS                  Street Name and Number of Property
 
PROP_STATE                    The state where the  property located.
 
PROP_ZIP                      Zip code where the property is located.
 
BORR_NEXT_PAY_DUE_DATE        The date that the borrower's next payment                MM/DD/YYYY
                              is due to the servicer at the end of
                              processing cycle, as reported by Servicer.
 
LOAN_TYPE                     Loan Type (i.e. FHA, VA, Conv)
 
BANKRUPTCY_FILED_DATE         The date a particular bankruptcy claim was               MM/DD/YYYY
                              filed.
 
BANKRUPTCY_CHAPTER_CODE       The chapter under which the bankruptcy was
                              filed.
 
BANKRUPTCY_CASE_NBR           The case number assigned by the court to
                              the bankruptcy filing.
 
POST_PETITION_DUE_DATE        The payment due date once the bankruptcy                 MM/DD/YYYY
                              has been approved by the courts
 
BANKRUPTCY_DCHRG_DISM_DATE    The Date The Loan Is Removed From                        MM/DD/YYYY
                              Bankruptcy. Either by Dismissal, Discharged
                              and/or a Motion For Relief Was Granted.
 
LOSS_MIT_APPR_DATE            The Date The Loss Mitigation Was Approved                MM/DD/YYYY
                              By The Servicer
 
LOSS_MIT_TYPE                 The Type Of Loss Mitigation Approved For A
                              Loan Such As;
 
LOSS_MIT_EST_COMP_DATE        The Date The Loss Mitigation /Plan Is                    MM/DD/YYYY
                              Scheduled To End/Close
 
LOSS_MIT_ACT_COMP_DATE        The Date The Loss Mitigation Is Actually                 MM/DD/YYYY
                              Completed
 
FRCLSR_APPROVED_DATE          The date DA Admin sends a letter to the                  MM/DD/YYYY
                              servicer with instructions to begin
                              foreclosure proceedings.
 
ATTORNEY_REFERRAL_DATE        Date File Was Referred To Attorney to                    MM/DD/YYYY
                              Pursue Foreclosure
 
FIRST_LEGAL_DATE              Notice of 1st legal filed by an Attorney in              MM/DD/YYYY
                              a Foreclosure Action
 
 
 
                                       B-1
 
 
 
 
                                                                              
FRCLSR_SALE_EXPECTED_DATE     The date by which a foreclosure sale is                  MM/DD/YYYY
                              expected to occur.
 
FRCLSR_SALE_DATE              The actual date of the foreclosure sale.                 MM/DD/YYYY
 
FRCLSR_SALE_AMT               The amount a property sold for at the             2      No commas(,) or
                              foreclosure sale.                                        dollar signs ($)
 
EVICTION_START_DATE           The date the servicer initiates eviction of              MM/DD/YYYY
                              the borrower.
 
EVICTION_COMPLETED_DATE       The date the court revokes legal possession              MM/DD/YYYY
                              of the property from the borrower.
 
LIST_PRICE                    The price at which an REO property is             2      No commas(,) or
                              marketed.                                                dollar signs ($)
 
LIST_DATE                     The date an REO property is listed at a                  MM/DD/YYYY
                              particular price.
 
OFFER_AMT                     The dollar value of an offer for an REO           2      No commas(,) or
                              property.                                                dollar signs ($)
 
OFFER_DATE_TIME               The date an offer is received by DA Admin                MM/DD/YYYY
                              or by the Servicer.
 
REO_CLOSING_DATE              The date the REO sale of the property is                 MM/DD/YYYY
                              scheduled to close.
 
REO_ACTUAL_CLOSING_DATE       Actual Date Of REO Sale                                  MM/DD/YYYY
 
OCCUPANT_CODE                 Classification of how the property is
                              occupied.
 
PROP_CONDITION_CODE           A code that indicates the condition of the
                              property.
 
PROP_INSPECTION_DATE          The date a  property inspection is                       MM/DD/YYYY
                              performed.
 
APPRAISAL_DATE                The date the appraisal was done.                         MM/DD/YYYY
 
CURR_PROP_VAL                 The current "as is" value of the property         2
                              based on brokers price opinion or appraisal.
 
REPAIRED_PROP_VAL             The amount the property would be worth if         2
                              repairs are completed pursuant to a
                              broker's price opinion or appraisal.
 
IF APPLICABLE:
 
DELINQ_STATUS_CODE        &nbs        
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