ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT

                
ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT

      
Assignment, Assumption and Recognition Agreement (the "Agreement"),
dated

September 28, 2006, 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
2006-5 Trust

("Assignee"), CitiMortgage, Inc., a New York corporation
("CitiMortgage"), as

master servicer of the Banc of America Funding 2006-5 Trust, and
Washington

Mutual Bank (formerly known as Washington Mutual Bank, FA), a
federally

chartered savings bank ("WMB");

      
WHEREAS, pursuant to (i) that certain Mortgage Loan Purchase and
Sale

Agreement (Amended and Restated), dated as of July 1, 2003, by and
among WMB

fsb, WMB and Assignor (as successor in interest to Banc of America
Mortgage

Capital Corporation), as purchaser (as amended by (a) that certain
Master

Assignment, Assumption and Recognition Agreement (the "MAAR") dated
as of July

1, 2004, by and among Banc of America Mortgage Capital Corporation,
the Assignor

and WMB and (b) that certain Regulation AB Amendment to the
Mortgage Loan

Purchase and Sale Agreement, dated as of January 1, 2006, by and
among

Washington Mutual Bank fsb, WMB and Assignor) (the "Purchase
Agreement"), (ii)

the Servicing Agreement (Amended and Restated), dated as of July 1,
2003, by and

between the Assignor and WMB, as servicer (the "Servicer") (as
amended by (a)

the MAAR and (b) that certain Regulation AB Amendment to the
Servicing

Agreement, dated as of January 1, 2006, by and between WMB and
Assignor) (the

"Servicing Agreement"), (iii) that certain Term Sheet, dated as of
May 24, 2006,

by and between the Assignor and WMB (the "May Term Sheet"), (iv)
that certain

Term Sheet, dated as of June 21, 2006, by and between the Assignor
and WMB (the

"June Term Sheet"), and (v) that certain Term Sheet, dated as of
August 24,

2006, by and between the Assignor and WMB (the "August Term Sheet"
and together

with the Purchase Agreement, the Servicing Agreement, the May Term
Sheet and the

June Term Sheet, the "Underlying Agreements"), each of which is
attached in

Appendix I hereto, the Assignor purchased the Mortgage Loans (as
defined herein)

from WMB on a servicing-retained basis and WMB 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, CitiMortgage, 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, N.A., 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.

      
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 (a) the mortgage loans
delivered under

the Underlying Agreements by WMB to the Assignor and listed on
Exhibit A

attached hereto (the "Mortgage Loans") and (b) all rights and
obligations under

the Underlying Agreements to the extent related to 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 Agreement and the Servicing Agreement other than
the Mortgage

Loans.

      
The Assignee assumes all of the interests and rights of the
Assignor under

the Underlying Agreements solely with respect to the Mortgage
Loans.

      
2.
    
The Assignor warrants and represents to, and covenants with, BAFC,

WMB and the Assignee that, as of the date hereof:

      
a.
    
The Assignor is the lawful owner of the Mortgage Loans with the
full

            
right to transfer the Mortgage Loans and any and all of the

            
interests, rights and obligations under the Underlying Agreements
as

            
they relate to the Mortgage Loans free and clear 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 WMB with

            
respect to the Underlying 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 Underlying
Agreements

            
or the Mortgage Loans. 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

                                        
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taken any other action which would constitute a distribution of the

            
Mortgage Loans under the Securities Act of 1933, as amended (the

            
"Securities Act"), or which would render the disposition of the

            
Mortgage Loans a violation of Section 5 of the Securities Act or

            
require registration pursuant thereto.

      
3.
    
From and after the date hereof, WMB shall (i) note the transfer of

the Mortgage Loans to the Assignee in its books and records and
(ii) recognize

the Assignee as the owner of the Mortgage Loans. WMB acknowledges
that the

Master Servicer, pursuant to the Pooling Agreement, will administer
on behalf of

the Assignee the terms and conditions of the Servicing Agreement.
The Master

Servicer shall be authorized to enforce directly against the
Servicer any of the

obligations of the Servicer to the Assignor or its assignees
provided for in the

Servicing Agreement, other than the indemnification obligations of
the Servicer

to the Assignor only.

      
4.
    
The Servicer hereby agrees to service the Mortgage Loans in

accordance with the terms of the Servicing Agreement, as modified
by Section 8

herein, for the benefit of the Assignee. All remittances by the
Servicer shall

be made to the account or accounts designated by the Master
Servicer to the

Servicer in writing from time to time. Wire remittances shall be
sent to:

            
Bank Name:
         
CitiBank (West)

            
Bank City/State:
   
Glendale, CA

            
ABA Number:
        
321171184

            
Account Name:
      
CMI MSD Clearing

            
Account Number:
    
#070-4913896

      
5.
  
  
WMB hereby represents and warrants severally and not jointly to
each

of the other parties hereto (i) that the representations and
warranties of WMB

in Section 3.2 of the Purchase 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 and (ii) that WMB
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.

      
6.
    
In accordance with Section 2.1 of the Purchase Agreement, the

Assignor hereby instructs WMB, and WMB hereby agrees as the
custodian, to

release from its custody and deliver the Collateral File (as
defined in the

Purchase Agreement) for each Mortgage Loan to the Assignee, in its
capacity as

custodian under the Pooling Agreement, at the address set forth in
Section 9

herein on or before the closing date of the related Pass-Through
Transfer (as

defined in the Purchase Agreement).

      
7.
    
WMB, BAFC and the Assignee hereby agree to the following

modifications to the Purchase Agreement with respect to the
Mortgage Loans:

            
Section 3.1. Section 3.1(aa) is hereby modified by replacing the

            
second sentence therein with the following:

                                        
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"If such Mortgage Loan had at the time of origination a

            
Loan-to-Value Ratio in excess of 80%, the excess over 80% is and

            
will be insured as to payment defaults by a Primary Mortgage

            
Insurance Policy."

      
8.
    
The Servicer hereby agrees to the following modifications to the

Servicing Agreement with respect to the Mortgage Loans:

      
a.
    
Article 1. The first sentence in the definition of "Monthly

            
Remittance Date" is hereby replaced in its entirety with the

            
following:

            
"The eighteenth (18th) day (or if such day is not a Business Day,

            
the immediately preceding Business Day) of any month."

      
b.
    
Section 3.2. Section 3.2(a) is modified by adding the following as

            
the second paragraph of such section:

            
"The Servicer shall provide to the Owner or any master servicer
(the

            
"Master Servicer") (i) the information set forth in Exhibit A,

            
Exhibit B and Exhibit C and (ii) any other information the Master

            
Servicer reasonably requires (provided, that, the Servicer shall

            
have no obligation to provide to the Master Servicer any
information

            
pursuant to this clause (ii) which is unduly burdensome or costly

            
for the Servicer to provide to the Master Servicer), in each case
in

            
such form as the Master Servicer shall reasonably request, or in

            
such form as may be mutually agreed upon between the Servicer and

            
the Master Servicer, with respect to each Mortgage Loan serviced by

            
the Servicer no later than the fifth (5th) business day of each

            
month, or if such day is not a business day, the next business day,

            
commencing on October 6, 2006 to enable the Master Servicer to

            
provide such information to the securities administrator."

            
The exhibits referenced in this Section 8(b) are attached to this

            
Agreement on Exhibit B hereto.

      
c.
    
For purposes of clarification, the Servicing Fee Rate is equal to

            
0.250% per annum.

      
d.
    
For purposes of clarification, WAMU shall have no right to

 
           
substitute for a Mortgage Loan in case of a material breach of a

            
representation or warranty and shall be required to repurchase such

            
Mortgage Loan as provided in Section 3.3(b) of the Purchase

            
Agreement.

    
  
9.
    
The Assignee's address for purposes of all notices and

correspondence related to the Mortgage Loans and the Underlying
Agreements is:

            
U.S. Bank National Association

            
209 S. LaSalle Street, Suite 300

            
Chicago, Illinois 60604

            
Attention: Structured Finance Trust Services, BAFC 2006-5

                                        
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The Assignor's address for purposes of all notices and
correspondence

related to the Mortgage Loans and the Underlying Agreements is:

            
Bank of America, National Association

            
214 North Tryon Street

            
Charlotte, North Carolina 28255

            
Attention: Managing Director

      
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

      
The Master Servicer's address for purposes of all notices and

correspondence related to the Mortgage Loans and the Underlying
Agreements is:

            
CitiMortgage, Inc.

            
4000 Regent Blvd., 3rd Floor

            
Irving, Texas 75063

            
Attention: Master Servicing Division

      
WMB's address for purposes of all notices and correspondence
related to

the Mortgage Loans is:

            
Washington Mutual Bank

            
1301 Second Avenue

            
WMT1706

            
Seattle, Washington 98101

            
Attention: General Counsel

      
The Servicer's address for purposes of all notices and
correspondence

related to its role as Servicer of the Mortgage Loans is:

            
Washington Mutual Bank

            
11200 West Parkland Avenue

            
Milwaukee, Wisconsin 53224

            
Attention: Investor Reporting

      
10.
   
WMB hereby acknowledges that CitiMortgage, Inc. 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 WMB, as
they relate to

the Mortgage Loans, under the Underlying Agreements. Such right
will include,

without limitation, the right to exercise any and all rights of the
Assignor

(but not the obligations) under the Underlying Agreements to
monitor and enforce

the obligations of WMB thereunder, the right to terminate WMB under
the

Underlying Agreements upon the occurrence of an

                                        
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event of default thereunder, the right to receive all remittances
required to be

made by WMB under the Underlying Agreements, the right to receive
all monthly

reports and other data required to be delivered by WMB under the
Underlying

Agreements, the right to examine the books and records of WMB, the
right to

enforce the Owner's indemnification rights, and the right to
exercise certain

rights of consent and approval relating to actions taken by WMB.

            
Notwithstanding anything to the contrary