ex10.htm



    
      	
              To:

            	
              Banc
      of America Funding Corporation 2007-6 Supplemental Interest Trust, by
      Citibank, N.A., not in its individual capacity, but solely as Supplemental
      Interest Trust Trustee

              388
      Greenwich Street, 14th Floor

              New
      York, NY  10013

            
	 
      	 
      
	
              Attn:

            	
              Structured
      Finance Agency Trust - Banc of America

              Funding
      Corporation 2007-6

            
	
              Telephone:

            	
              212
      816 5693

            
	
              Fax:

            	
              212
      816 5527

            
	 
      	 
      
	
              cc:

            	
              Jonathan
      Hartwig

            
	
              Telephone:

            	
              704
      683 4650

            
	
              Fax:

            	
              704
      719 5165

            
	 
      	 
      
	
              From:

            	
              Bank
      of America, N.A.

              233
      South Wacker Drive - Suite 2800

              Chicago,
      Illinois 60606

              U.S.A.

            
	
              Department:

            	
              Swaps
      Operations

            
	
              Telephone:

            	
              (+1)
      312 234 2732

            
	
              Fax:

            	
              (+1)
      866 255 1444

            
	 
      	 
      
	
              Date:

            	
              31
      July 2007

            
	 
      	 
      
	
              Our
      Reference No:

            	
              3512922
      / 3512933

            
	
              Reference
      Name:

            	
              Akshay
      Das

            
	
              Internal
      Tracking No:

            	
              3512922
      / 3512933

            


    

     

     

      
Dear Sir/Madam,

    


    The
purpose of this letter agreement is to confirm the terms and conditions of the
Transaction entered into between Banc of America Funding Corporation 2007-6
Supplemental Interest Trust and Bank of America, N.A. (each a ''party'' and
together ''the parties'') on the Trade Date specified below (the
''Transaction''). This letter agreement constitutes a ''Confirmation'' as
referred to in the ISDA Master Agreement specified below (the
''Agreement'').


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    The
definitions and provisions contained in the 2006 ISDA Definitions, as published
by the International Swaps and Derivatives Association, Inc., (the
''Definitions'') are incorporated into this Confirmation. In the event of any
inconsistency between the Definitions and this Confirmation, this Confirmation
will govern.

    


    This
Confirmation supplements, forms part of, and is subject to, the ISDA Master
Agreement dated as of July 31, 2007, as amended and supplemented from time to
time, between the parties. All provisions contained in the Agreement govern this
Confirmation except as expressly modified below.

    


    In this
Confirmation ''Party A'' means Bank of America, N.A. and ''Party B'' means Banc
of America Funding Corporation 2007-6 Supplemental Interest Trust.

    


    General
Terms:

    


    The terms
of the particular Transaction to which this Confirmation relates are as
follows:

    


    
      	
              Notional
      Amount:

            	
              For
      each Calculation Period, the Notional Amount shall equal the lesser
      of:

            
	 
      	 
      
	 
      	
              (i)               
      the Scheduled Notional Amount for such Calculation Period as detailed in
      the Schedule of Notional Amounts attached hereto

              (ii)              
      the Class Certificate Balance of the Class A-3 Certificates prior
      to distributions on the Distribution Date (as defined in the Pooling and
      Servicing Agreement dated July 31, 2007) related to the Calculation
      Period. The Securities Administrator shall make available each month via
      its website a statement containing the Class Certificate Balance of the
      Class A-3 Certificates for such Calculation Period. The Securities
      Administrator’s internet website shall initially be located at
      www.sf.citidirect.com and assistance in using the website can be obtained
      by calling the Securities Administrator’s customer service desk at
      1-800-422-2066.

            
	 
      	 
      
	
              Trade
      Date:

            	
              24th
      July 2007

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
               
      

            	 
      
	
              Effective
      Date:

            	
              25th
      November 2012

            
	 
      	 
      
	
              Termination
      Date:

            	
              25th
      December 2015

            
	 
      	 
      
	
              Fixed
      Amounts:

            	 
      
	 
      	 
      
	
              Fixed
      Rate Payer:

            	
              Party
      B

            
	 
      	 
      
	
              Fixed
      Rate Payer

              Payment
      Dates:

            	
               

              31
      July 2007, subject to adjustment in accordance with the Following Business
      Day Convention.

            
	 
      	 
      
	
              Fixed
      Amount:

            	
              USD6

            
	 
      	 
      
	
              Floating
      Amounts:

            	 
      
	 
      	 
      
	
              Floating
      Rate Payer:

            	
              Party
      A

            
	 
      	 
      
	
              Cap
      Rate I:

            	
              As
      stated in Schedule attached hereto

            
	 
      	 
      
	
              Cap
      Rate II:

            	
              10.15000
      per cent

            
	 
      	 
      
	
              Floating
      Rate Payer Payment

              Dates:

            	
               

              Early
      Payments shall be applicable – 2 Business Day prior to each Floating Rate
      Payer Period End Date.

            
	 
      	 
      
	
              Floating
      Rate Payer

              Period
      End Dates:

            	
               

              The
      25th
      of each Month, commencing on 25th December 2012 and ending on the
      Termination Date.   No Adjustment.

            
	 
      	 
      
	
              Floating
      Amount:

            	
              The
      product of (a) the Notional Amount (b) the Floating Rate Day Count
      Fraction and (c) the Settlement Spread which shall be calculated in
      accordance with the following formula:

               

              If USD-LIBOR-BBA is greater than the Cap Rate I
      for the applicable Calculation Period, then Settlement Spread =
      (USD-LIBOR-BBA – applicable Cap Rate I) provided, however, that if
      USD-LIBOR-BBA for any Calculation Period is greater than the Cap
      Rate II then the USD-LIBOR-BBA for such
      Calculation Period shall be deemed to be the Cap Rate
      II.

               

              If
      1 Month USD-LIBOR-BBA is less than or equal to the Cap Rate I for the
      applicable Calculation Period, then Settlement Spread =
    Zero.

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 
      	 
      
	
              Floating
      Rate for initial

              Calculation
      Period:

            	
               

              To
      be determined

            
	 
      	 
      
	
              Floating
      Rate Option:

            	
              USD-LIBOR-BBA

            
	 
      	 
      
	
              Designated
      Maturity:

            	
              1
      month

            
	 
      	 
      
	
              Spread:

            	
              None

            
	 
      	 
      
	
              Floating
      Rate Day

              Count
      Fraction:

            	
               

              Act/360

            
	 
      	 
      
	
              Reset
      Dates:

            	
              First
      day of each Calculation Period.

            
	 
      	 
      
	
              Business
      Days:

            	
              New
      York

            
	 
      	 
      
	
              Calculation
      Agent:

            	
              Party
      A

            


    

    


    Recording
of Conversations:

    


    Each
party to this Transaction acknowledges and agrees to the tape recording of
conversations between the parties to this Transaction whether by one or other or
both of the parties or their agents, and that any such tape recordings may be
submitted in evidence in any Proceedings relating to the Agreement and/or this
Transaction.

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Account Details:

    


    
      	
              Party
      A:

            	
              Payments
      to Bank of America, N.A:

            
	 
      	 
      
	 
      	
              USD
      Fedwire

            
	 
      	
              Name:        Bank
      of America, N.A. – New York

            
	 
      	
              ABA
      #:      026009593

            
	 
      	
              Attn:          BOFAUS3N

            
	 
      	
              Name:        Bank
      of America, N.A.

            
	 
      	
              City:          Charlotte

            
	 
      	
              Acct#:        6550219386

            
	 
      	
              Attn:          Rate
      Derivative Settlements

            
	 
      	
              Attn:          BOFAUS6SGDS

            
	 
      	 
      
	
              Party
      B:

            	
              Citibank,
      N.A.

              ABA
      #: 021000089

              Account
      #: 3617-2242

              Ref:
      BAFC 07-6 Reserve A/C

              Astra
      A/C #: 106874

            
	 
      	 
      
	
              Offices:

            	 
      
	 
      	 
      


    

    


    
      	
              The
      Office of Part A for this Transaction is:

            	
              Charlotte
      - NC, United States

              Please
      send reset notices to fax no.

              (+1)
      866 218 8487

            
	 
      	 
      
	
              The
      Office of Party B for this Transaction is:

            	
              Citibank,
      N.A.,

              388
      Greenwich Street, 14th Floor

              New
      York, NY  10013

              ATTN:  Structured
      Finance Agency Trust - BAFC 2007-6

            


    

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Please
confirm that the foregoing correctly sets forth the terms and conditions of our
agreement by returning via telecopier an executed copy of this Confirmation in
its entirety to the attention of Global FX and Derivative Operations (fax
no.(+1) 866 255 1444).

    


    Accepted
and confirmed as of the date first written:

    


    Yours
sincerely,

    


    Bank of
America, N.A.

    


    


    


    


    By:           ________________________________________

    Name:

    Title:

    


    Confirmed
as of the date above:

    


    Banc of
America Funding Corporation 2007-6 Supplemental Interest Trust, by Citibank,
N.A., not in its individual capacity, but solely as Supplemental Interest Trust
Trustee

    


    


    


    


    By:           ________________________________________

    Name:

    Title

    


    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Schedule

    


    


    
      	
              Calculation
      Period Scheduled to Commence on:

            	
              Notional
      (USD)

            	
              Cap
      Rate I

              (per
      cent)

            
	
              11/25/2012

            	
              11,257,744.00

            	
              6.24480

            
	
              12/25/2012

            	
              10,995,445.00

            	
              6.24480

            
	
              1/25/2013

            	
              10,739,209.00

            	
              6.24480

            
	
              2/25/2013

            	
              10,488,897.00

            	
              6.24490

            
	
              3/25/2013

            	
              10,244,373.00

            	
              6.24490

            
	
              4/25/2013

            	
              10,005,504.00

            	
              6.24500

            
	
              5/25/2013

            	
              9,772,159.00

            	
              6.24500

            
	
              6/25/2013

            	
              9,544,211.00

            	
              6.24510

            
	
              7/25/2013

            	
              9,321,538.00

            	
              6.24510

            
	
              8/25/2013

            	
              9,104,016.00

            	
              6.24520

            
	
              9/25/2013

            	
              8,891,528.00

            	
              6.24520

            
	
              10/25/2013

            	
              8,683,958.00

            	
              6.24530

            
	
              11/25/2013

            	
              8,481,193.00

            	
              6.24530

            
	
              12/25/2013

            	
              8,283,122.00

            	
              6.24540

            
	
              1/25/2014

            	
              8,089,637.00

            	
              6.24540

            
	
              2/25/2014

            	
              7,900,633.00

            	
              6.24550

            
	
              3/25/2014

            	
              7,716,006.00

            	
              6.24560

            
	
              4/25/2014

            	
              7,535,657.00

            	
              6.24560

            
	
              5/25/2014

            	
              7,359,485.00

            	
              6.24570

            
	
              6/25/2014

            	
              7,187,396.00

            	
              6.24570

            
	
              7/25/2014

            	
              7,019,295.00

            	
              6.24580

            
	
              8/25/2014

            	
              6,855,090.00

            	
              6.24580

            
	
              9/25/2014

            	
              6,694,692.00

            	
              6.24590

            
	
              10/25/2014

            	
              6,538,013.00

            	
              6.24590

            
	
              11/25/2014

            	
              6,384,967.00

            	
              6.24600

            
	
              12/25/2014

            	
              6,235,471.00

            	
              6.24600

            
	
              1/25/2015

            	
              6,089,443.00

            	
              6.24610

            
	
              2/25/2015

            	
              5,946,802.00

            	
              6.24610

            
	
              3/25/2015

            	
              5,807,471.00

            	
              6.24620

            
	
              4/25/2015

            	
              5,671,374.00

            	
              6.24620

            
	
              5/25/2015

            	
              5,538,436.00

            	
              6.24630

            
	
              6/25/2015

            	
              5,408,584.00

            	
              6.24630

            
	
              7/25/2015

            	
              5,281,746.00

            	
              6.24640

            
	
              8/25/2015

            	
              5,157,855.00

            	
              6.24650

            
	
              9/25/2015

            	
              5,036,841.00

            	
              6.24650

            
	
              10/25/2015

            	
              4,918,638.00

            	
              6.24660

            
	
              11/25/2015

            	
              4,803,182.00

            	
              6.24660

            


    

    


    


    Our
Reference Number:     3512922 / 3512933

    Internal
Tracking No:         3512922 /
3512933

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    

    
 

    

      (Multicurrency—Cross
Border)

      


      ISDA®

      International
Swap Dealers Association. Inc.

      MASTER
AGREEMENT

      
        	
                dated
      as of

              	
                July
      31, 2007

              	 
      


      

      


      
        	 
      	 
      	 
      
	 
      	 
      	 
      
	
                Bank
      of America, N.A.

              	
                and

              	
                BANC OF AMERICA
      FUNDING CORPORATION 2007-6 SUPPLEMENTAL INTEREST TRUST, BY
      CITIBANK, N.A., NOT IN ITS INDIVIDUAL CAPACITY, BUT SOLELY AS SUPPLEMENTAL
      INTEREST TRUST TRUSTEE

              


      

      


      have
entered and/or anticipate entering into one or more transactions (each a
“Transaction”) that are or will be governed by this Master Agreement, which
includes the schedule (the “Schedule”), and the documents and other confirming
evidence (each a “Confirmation”) exchanged between the parties confirming those
Transactions.

      


      Accordingly,
the parties agree as follows:—

      1.           Interpretation

      (a)           Definitions.  The terms
defined in Section 14 and in the Schedule will have the meanings therein
specified for the purpose of this Master Agreement.

      


      (b)           Inconsistency.  In
the event of any inconsistency between the provisions of the Schedule and the
other provisions of this Master Agreement, the Schedule will
prevail.  In the event of any inconsistency between the provisions of
any Confirmation and this Master Agreement (including the Schedule), such
Confirmation will prevail for the purpose of the relevant
Transaction.

      


      (c)           Single
Agreement. All Transactions are
entered into in reliance on the fact that this Master Agreement and all
Confirmations form a single agreement between the parties (collectively referred
to as this “Agreement”), and the parties would not otherwise enter into any
Transactions.

      


      2.         Obligations

       

      (a)           General
Conditions.

       

       (i) Each
party will make each payment or delivery specified in each Confirmation to be
made by it, subject to the other provisions of this Agreement.

       

      (ii) Payments
under this Agreement will be made on the due date for value on that date in the
place of the account specified in the relevant Confirmation or otherwise
pursuant to this Agreement, in freely transferable funds and in the manner
customary for payments in the required currency. Where settlement is by delivery
(that is, other than by payment), such delivery will be made for receipt on the
due date in the manner customary for the relevant obligation unless otherwise
specified in the relevant Confirmation or elsewhere in this
Agreement.


      
        
           


        

        
           


          
            

          

        

        
           


        

      


       

      (iii) Each
obligation of each party under Section 2(a)(i) is subject to (1) the condition
precedent that no Event of Default or Potential Event of Default with respect to
the other party has occurred and is continuing, (2) the condition precedent that
no Early Termination Date in respect of the relevant Transaction has occurred or
been effectively designated and (3) each other applicable condition precedent
specified in this Agreement.

       

      Copyright
©1992 by International Swap Dealers Association, Inc.


      
        
          
                                                             ISDA ® 1992

          

           


        

        
          2

          
            

          

        

        
           


        

      


      (b)           Change of
Account. 
Either party may change its account for receiving a payment or delivery by
giving notice to the other party at least five Local Business Days prior to the
scheduled date for the payment or delivery to which such change applies unless
such other party gives timely notice of a reasonable objection to such
change.

      


      (c)           Netting.  If
on any date amounts would otherwise be payable:—

       

      
        	
                (i)  

              	
                in
      the same currency; and

              


      

       

       

      
        	
                (ii)  

              	
                in
      respect of the same Transaction,

              


      

       

      


      by each
party to the other, then, on such date, each party's obligation to make payment
of any such amount will be automatically satisfied and discharged and, if the
aggregate amount that would otherwise have been payable by one party exceeds the
aggregate amount that would otherwise have been payable by the other party,
replaced by an obligation upon the party by whom the larger aggregate amount
would have been payable to pay to the other party the excess of the larger
aggregate amount over the smaller aggregate amount.

      


      The
parties may elect in respect of two or more Transactions that a net amount will
be determined in respect of all amounts payable on the same date in the same
currency in respect of such Transactions, regardless of whether such amounts are
payable in respect of the same Transaction.  The election may be made
in the Schedule or a Confirmation by specifying that subparagraph (ii) above
will not apply to the Transactions identified as being subject to the election,
together with the starting date (in which case subparagraph (ii) above will not,
or will cease to, apply to such Transactions from such date).  This
election may be made separately for different groups of Transactions and will
apply separately to each pairing of Offices through which the parties make and
receive payments or deliveries.

      


      (d)           Deduction
or Withholding for Tax.

      


      (i) Gross-Up.                      All
payments under this Agreement will be made without any deduction or withholding
for or on account of any Tax unless such deduction or withholding is required by
any applicable law, as modified by the practice of any relevant governmental
revenue authority, then in effect.  If a party is so required to
deduct or withhold, then that party (“X”) will:—

       

      
        	
                (1)  

              	
                promptly
      notify the other party (“Y”) of such
  requirement;

              


      

       

      (2) pay to
the relevant authorities the full amount required to be deducted or withheld
(including the full amount required to be deducted or withheld from any
additional amount paid by X to Y under this Section 2(d)) promptly upon the
earlier of determining that such deduction or withholding is required or
receiving notice that such amount has been assessed against Y;

       

      (3) promptly
forward to Y an official receipt (or a certified copy), or other documentation
reasonably acceptable to Y, evidencing such payment to such authorities;
and

       

      (4) if such
Tax is an Indemnifiable Tax, pay to Y, in addition to the payment to which Y is
otherwise entitled under this Agreement, such additional amount as is necessary
to ensure that the net amount actually received by Y (free and clear of
Indemnifiable Taxes, whether assessed against X or Y) will equal the full amount
Y would have received had no such deduction or withholding been
required.  However, X will not be required to pay any additional
amount to Y to the extent that it would not be required to be paid but
for:—

       

      (A) the
failure by Y to comply with or perform any agreement contained in Section
4(a)(i), 4(a)(iii) or 4(d); or

       

      (B) the
failure of a representation made by Y pursuant to Section 3(f) to be accurate
and true unless such failure would not have occurred but for (I) any action
taken by a taxing authority, or brought in a court of competent jurisdiction, on
or after the date on which a Transaction is entered into (regardless of whether
such action is taken or brought with respect to a party to this Agreement) or
(II) a Change in Tax Law.

       


      
        
          
                                                             ISDA ® 1992

          

           


        

        
          3

          
            

          

        

        
           


        

      


      


      (ii) Liability.  If:—

       

      (1) X is
required by any applicable law, as modified by the practice of any relevant
governmental revenue authority, to make any deduction or withholding in respect
of which X would not be required to pay an additional amount to Y under Section
2(d)(i)(4);

       

      (2) X does
not so deduct or withhold; and

       

      (3) a
liability resulting from such Tax is assessed directly against X,

       

      


      then,
except to the extent Y has satisfied or then satisfies the liability resulting
from such Tax, Y will promptly pay to X the amount of such liability (including
any related liability for interest, but including any related liability for
penalties only if Y has failed to comply with or perform any agreement contained
in Section 4(a)(i), 4(a)(iii) or 4(d)).

      


      (e)           Default Interest;
Other Amounts. Prior to the occurrence or effective designation of an
Early Termination Date in respect of the relevant Transaction, a party that
defaults in the performance of any payment obligation will, to the extent
permitted by law and subject to Section 6(c), be required to pay interest
(before as well as after judgment) on the overdue amount to the other party on
demand in the same currency as such overdue amount, for the period from (and
including) the original due date for payment to (but excluding) the date of
actual payment, at the Default Rate.  Such interest will be calculated
on the basis of daily compounding and the actual number of days
elapsed.  If, prior to the occurrence or effective designation of an
Early Termination Date in respect of the relevant Transaction, a party defaults
in the performance of any obligation required to be settled by delivery, it will
compensate the other party on demand if and to the extent provided for in the
relevant Confirmation or elsewhere in this Agreement.

      


      3.        Representations

      


      Each
party represents to the other party (which representations will be deemed to be
repeated by each party on each date on which a Transaction is entered into and,
in the case of the representations in Section 3(f), at all times until the
termination of this Agreement) that:3⁄4

      


      (a)           Basic
Representations.

       

      (i)   Status.  It is duly
organised and validly existing under the laws of the jurisdiction of its
organisation or incorporation and, if relevant under such laws, in good
standing;

       

      


      (ii)   Powers.  It
has the power to execute this Agreement and any other documentation relating to
this Agreement to which it is a party, to deliver this Agreement and any other
documentation relating to this Agreement that it is required by this Agreement
to deliver and to perform its obligations under this Agreement and any
obligations it has under any Credit Support Document to which it is a party and
has taken all necessary action to authorise such execution, delivery and
performance;

      


      (iii)  No Violation or
Conflict.  Such execution, delivery and performance do not
violate or conflict with any law applicable to it, any provision of its
constitutional documents, any order or judgment of any court or other agency of
government applicable to it or any of its assets or any contractual restriction
binding on or affecting it or any of its assets;

      


      (iv)
 Consents.  All
governmental and other consents that are required to have been obtained by it
with respect to this Agreement or any Credit Support Document to which it is a
party have been obtained and are in full force and effect and all conditions of
any such consents have been complied with; and

      


      (v)  Obligations
Binding.  Its obligations under this Agreement and any Credit
Support Document to which it is a party constitute its legal, valid and binding
obligations, enforceable in accordance with their respective terms (subject to
applicable bankruptcy, reorganisation, insolvency, moratorium or similar laws
affecting creditors' rights generally and subject, as to enforceability, to
equitable principles of general application (regardless of whether enforcement
is sought in a proceeding in equity or at law)).

      



      
        
          
                                                             ISDA ® 1992

          

           


        

        
          4

          
            

          

        

        
           


        

      


      (b)           Absence of
Certain Events.  No Event of Default or
Potential Event of Default or, to its knowledge, Termination Event with respect
to it has occurred and is continuing and no such event or circumstance would
occur as a result of its entering into or performing its obligations under this
Agreement or any Credit Support Document to which it is a party.

      


      (c)           Absence of
Litigation.  There is not pending or, to its knowledge,
threatened against it or any of its Affiliates any action, suit or proceeding at
law or in equity or before any court, tribunal, governmental body, agency or
official or any arbitrator that is likely to affect the legality, validity or
enforceability against it of this Agreement or any Credit Support Document to
which it is a party or its ability to perform its obligations under this
Agreement or such Credit Support Document.

      


      (d)           Accuracy of
Specified Information.  All applicable information that is
furnished in writing by or on behalf of it to the other party and is identified
for the purpose of this Section 3(d) in the Schedule is, as of the date of the
information, true, accurate and complete in every material respect.

      


      (e)           Payer Tax
Representation.  Each representation specified in the Schedule
as being made by it for the purpose of this Section 3(e) is accurate and
true.

      


      (f)           Payee Tax
Representations.  Each representation specified in the Schedule
as being made by it for the purpose of this Section 3(f) is accurate and
true.

      


      4.           Agreements

       

      Each
party agrees with the other that, so long as either party has or may have any
obligation under this Agreement or under any Credit Support Document to which it
is a party:3⁄4

       

       

      (a)           Furnish Specified
Information.  It will deliver to the other party or, in certain
cases under subparagraph (iii) below, to such government or taxing authority as
the other party reasonably directs:3⁄4

       

      (i) any
forms, documents or certificates relating to taxation specified in the Schedule
or any Confirmation;

       

      (ii) any other
documents specified in the Schedule or any Confirmation; and

       

      (iii) upon
reasonable demand by such other party, any form or document that may be required
or reasonably requested in writing in order to allow such other party or its
Credit Support Provider to make a payment under this Agreement or any applicable
Credit Support Document without any deduction or withholding for or on account
of any Tax or with such deduction or withholding at a reduced rate (so long as
the completion, execution or submission of such form or document would not
materially prejudice the legal or commercial position of the party in receipt of
such demand), with any such form or document to be accurate and completed in a
manner reasonably satisfactory to such other party and to be executed and to be
delivered with any reasonably required certification,

       

       

      in each
case by the date specified in the Schedule or such Confirmation or, if none is
specified, as soon as reasonably practicable.

       

      (b)  Maintain
Authorisations.  It will use all reasonable efforts to maintain
in full force and effect all consents of any governmental or other authority
that are required to be obtained by it with respect to this Agreement or any
Credit Support Document to which it is a party and will use all reasonable
efforts to obtain any that may become necessary in the future.

       

      (c)  Comply with
Laws.  It will comply in all material respects with all
applicable laws and orders to which it may be subject if failure so to comply
would materially impair its ability to perform its obligations under this
Agreement or any Credit Support Document to which it is a party.

       

      (d) 
Tax
Agreement.  It will give
notice of any failure of a representation made by it under Section 3(f) to be
accurate and true promptly upon learning of such failure.

       

      (e) 
Payment of
Stamp Tax.  Subject
to Section 11, it will pay any Stamp Tax levied or imposed upon it or in respect
of its execution or performance of this Agreement by a jurisdiction in which it
is incorporated,

       


      
        
          
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      organised,
managed and controlled, or considered to have its seat, or in which a branch or
office through which it is acting for the purpose of this Agreement is located
(“Stamp Tax Jurisdiction”) and will indemnify the other party against any Stamp
Tax levied or imposed upon the other party or in respect of the other party’s
execution or performance of this Agreement by any such Stamp Tax Jurisdiction
which is not also a Stamp Tax Jurisdiction with respect to the other
party.

       

      


      
        	
                5.  

              	
                Events
      of Default and Termination Events

              


      

      


      (a)   Events of
Default. 
The occurrence at any time with respect to a party or, if applicable, any Credit
Support Provider of such party or any Specified Entity of such party of any of
the following events constitutes an event of default (an “Event of Default”)
with respect to such party:—

       

      (i) Failure to Pay or
Deliver.  Failure by the party to make, when due, any payment
under this Agreement or delivery under Section 2(a)(i) or 2(e) required to be
made by it if such failure is not remedied on or before the third Local Business
Day after notice of such failure is given to the party;

       

      (ii) Breach of
Agreement.  Failure by the party to comply with or perform any
agreement or obligation (other than an obligation to make any payment under this
Agreement or delivery under Section 2(a)(i) or 2(e) or to give notice of a
Termination Event or any agreement or obligation under Section 4(a)(i),
4(a)(iii) or 4(d)) to be complied with or performed by the party in accordance
with this Agreement if such failure is not remedied on or before the thirtieth
day after notice of such failure is given to the party;

      


      (iii) Credit Support
Default.

       

      (1) Failure
by the party or any Credit Support Provider of such party to comply with or
perform any agreement or obligation to be complied with or performed by it in
accordance with any Credit Support Document if such failure is continuing after
any applicable grace period has elapsed;

       

      (2) the
expiration or termination of such Credit Support Document or the failing or
ceasing of such Credit Support Document to be in full force and effect for the
purpose of this Agreement (in either case other than in accordance with its
terms) prior to the satisfaction of all obligations of such party under each
Transaction to which such Credit Support Document relates without the written
consent of the other party; or

       

      (3) the party
or such Credit Support Provider disaffirms, disclaims, repudiates or rejects, in
whole or in part, or challenges the validity of, such Credit Support
Document;

      


      (iv) Misrepresentation.  A
representation (other than a representation under Section 3(e) or (f)) made or
repeated or deemed to have been made or repeated by the party or any Credit
Support Provider of such party in this Agreement or any Credit Support Document
proves to have been incorrect or misleading in any material respect when made or
repeated or deemed to have been made or repeated;

       

      (v) Default under
Specified Transaction.  The party, any Credit Support Provider
of such party or any applicable Specified Entity of such party (1) defaults
under a Specified Transaction and, after giving effect to any applicable notice
requirement or grace period, there occurs a liquidation of, an acceleration of
obligations under, or an early termination of, that Specified Transaction, (2)
defaults, after giving effect to any applicable notice requirement or grace
period, in making any payment or delivery due on the last payment, delivery or
exchange date of, or any payment on early termination of, a Specified
Transaction (or such default continues for at least three Local Business Days if
there is no applicable notice requirement or grace period) or (3) disaffirms,
disclaims, repudiates or rejects, in whole or in part, a Specified Transaction
(or such action is taken by any person or entity appointed or empowered to
operate it or act on its behalf);

       

      (vi) Cross
Default.  If “Cross Default” is specified in the Schedule as
applying to the party, the occurrence or existence of (1) a default, event of
default or other similar condition or event (however


      
        
          
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      described)
in respect of such party, any Credit Support Provider of such party or any
applicable Specified Entity of such party under one or more agreements or
instruments relating to Specified Indebtedness of any of them (individually or
collectively) in an aggregate amount of not less than the applicable Threshold
Amount (as specified in the Schedule) which has resulted in such Specified
Indebtedness becoming, or becoming capable at such time of being declared, due
and payable under such agreements or instruments, before it would otherwise have
been due and payable or (2) a default by such party, such Credit Support
Provider or such Specified Entity (individually or collectively) in making one
or more payments on the due date thereof in an aggregate amount of not less than
the applicable Threshold Amount under such agreements or instruments (after
giving effect to any applicable notice requirement or grace
period);

      


      (vii) Bankruptcy.
The party, any Credit Support Provider of such party or any applicable Specified
Entity of such party:—

       

      (1) is
dissolved (other than pursuant to a consolidation, amalgamation or merger); (2)
becomes insolvent or is unable to pay its debts or fails or admits in writing
its inability generally to pay its debts as they become due; (3) makes a general
assignment, arrangement or composition with or for the benefit of its creditors;
(4) institutes or has instituted against it a proceeding seeking a judgment of
insolvency or bankruptcy or any other relief under any bankruptcy or insolvency
law or other similar law affecting creditors' rights, or a petition is presented
for its winding-up or liquidation, and, in the case of any such proceeding or
petition instituted or presented against it, such proceeding or petition (A)
results in a judgment of insolvency or bankruptcy or the entry of an order for
relief or the making of an order for its winding-up or liquidation or (B) is not
dismissed, discharged, stayed or restrained in each case within 30 days of the
institution or presentation thereof; (5) has a resolution passed for its
winding-up, official management or liquidation (other than pursuant to a
consolidation, amalgamation or merger); (6) seeks or becomes subject to the
appointment of an administrator, provisional liquidator, conservator, receiver,
trustee, custodian or other similar official for it or for all or substantially
all its assets; (7) has a secured party take possession of all or substantially
all its assets or has a distress, execution, attachment, sequestration or other
legal process levied, enforced or sued on or against all or substantially all
its assets and such secured party maintains possession, or any such process is
not dismissed, discharged, stayed or restrained, in each case within 30 days
thereafter; (8) causes or is subject to any event with respect to it which,
under the applicable laws of any jurisdiction, has an analogous effect to any of
the events specified in clauses (1) to (7) (inclusive); or (9) takes any action
in furtherance of, or indicating its consent to, approval of, or acquiescence
in, any of the foregoing acts; or

       

      (viii) Merger Without
Assumption.  The party or any Credit Support Provider of such
party consolidates or amalgamates with, or merges with or into, or transfers all
or substantially all its assets to, another entity and, at the time of such
consolidation, amalgamation, merger or transfer:—

      


      (1)  the
resulting, surviving or transferee entity fails to assume all the obligations of
such party or such Credit Support Provider under this Agreement or any Credit
Support Document to which it or its predecessor was a party by operation of law
or pursuant to an agreement reasonably satisfactory to the other party to this
Agreement; or

      


      (2)  the
benefits of any Credit Support Document fail to extend (without the consent of
the other party) to the performance by such resulting, surviving or transferee
entity of its obligations under this Agreement.

      


      (b)           Termination
Events.  The
occurrence at any time with respect to a party or, if applicable, any Credit
Support Provider of such
party or any Specified Entity of such party of any event specified below
constitutes an Illegality if the event is specified in (i) below, a Tax Event if
the event is specified in (ii) below or a Tax Event upon Merger if the event is
specified in (iii) below, and, if specified to be applicable, a Credit
Event


      
        
          
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      Upon
Merger if the event is specified pursuant to (iv) below or an Additional
Termination Event if the event is specified pursuant to (v) below:—

      


      (i)           Illegality. Due to the adoption of,
or any change in, any applicable law after the date on which a Transaction is
entered into, or due to the promulgation of, or any change in, the
interpretation by any court, tribunal or regulatory authority with competent
jurisdiction of any applicable law after such date, it becomes unlawful (other
than as a result of a breach by the party of Section 4(b)) for such party (which
will be the Affected Party):—

      


      (1)  to
perform any absolute or contingent obligation to make a payment or delivery or
to receive a payment or delivery in respect of such Transaction or to comply
with any other material provision of this Agreement relating to such
Transaction; or

      


      (2)  to
perform, or for any Credit Support Provider of such party to perform, any
contingent or other obligation which the party (or such Credit Support Provider)
has under any Credit Support Document relating to such Transaction;

      


      (ii)
 Tax
Event.  Due to (x) any
action taken by a taxing authority, or brought in a court of competent
jurisdiction, on or after the date on which a Transaction is entered into
(regardless of whether such action is taken or brought with respect to a party
to this Agreement) or (y) a Change in Tax Law,  the party (which will
be the Affected Party) will, or there is a substantial likelihood that it will,
on the next succeeding Scheduled Payment Date (1) be required to pay to the
other party an additional amount in respect of an Indemnifiable Tax under
Section 2(d)(i)(4) (except in respect of interest under Section 2(e), 6(d)(ii)
or 6(e)) or (2) receive a payment from which an amount is required to be
deducted or withheld for or on account of a Tax (except in respect of interest
under Section 2(e), 6(d)(ii) or 6(e)) and no additional amount is required to be
paid in respect of such Tax under Section 2(d)(i)(4) (other than by reason of
Section 2(d)(i)(4)(A) or (B));

      


      (iii)  Tax Event Upon
Merger.  The party (the “Burdened Party”) on the next
succeeding Scheduled Payment Date will either (1) be required to pay an
additional amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4)
(except in respect of interest under Section 2(e), 6(d)(ii) or 6(e)) or (2)
receive a payment from which an amount has been deducted or withheld for or on
account of any Indemnifiable Tax in respect of which the other party is not
required to pay an additional amount (other than by reason of Section
2(d)(i)(4)(A) or (B)), in either case as a result of a party consolidating or
amalgamating with, or merging with or into, or transferring all or substantially
all its assets to, another entity (which will be the Affected Party) where such
action does not constitute an event described in Section
5(a)(viii);

      


      (iv)
 Credit Event Upon
Merger.  If “Credit Event Upon Merger” is specified in the
Schedule as applying to the party, such party (“X”), any Credit Support Provider
of X or any applicable Specified Entity of X consolidates or amalgamates with,
or merges with or into, or transfers all or substantially all its assets to,
another entity and such action does not constitute an event described in Section
5(a)(viii) but the creditworthiness of the resulting, surviving or transferee
entity is materially weaker than that of X, such Credit Support Provider or such
Specified Entity, as the case may be, immediately prior to such action (and, in
such event, X or its successor or transferee, as appropriate, will be the
Affected Party); or

      


      (v)  Additional
Termination Event.  If any “Additional Termination Event” is
specified in the Schedule or any Confirmation as applying, the occurrence of
such event (and, in such event, the Affected Party or Affected Parties shall be
as specified for such Additional Termination Event in the Schedule or such
Confirmation).

      


      (c)           Event of Default
and Illegality.  If an event or circumstance which would
otherwise constitute or give rise to an Event of Default also constitutes an
Illegality, it will be treated as an Illegality and will not constitute an Event
of Default.

      


      



      
        
          
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      6.           Early
Termination

      


      (a)           Right to
Terminate Following Event of Default. If at any time an Event
of Default with respect to a party (the “Defaulting Party”) has occurred and is
then continuing, the other party (the “Non-defaulting Party”) may, by not more
than 20 days notice to the Defaulting Party specifying the relevant Event of
Default, designate a day not earlier than the day such notice is effective as an
Early Termination Date in respect of all outstanding
Transactions.  If, however, “Automatic Early Termination” is specified
in the Schedule as applying to a party, then an Early Termination Date in
respect of all outstanding Transactions will occur immediately upon the
occurrence with respect to such party of an Event of Default specified in
Section 5(a)(vii)(l), (3), (5), (6) or, to the extent analogous thereto, (8),
and as of the time immediately preceding the institution of the relevant
proceeding or the presentation of the relevant petition upon the occurrence with
respect to such party of an Event of Default specified in Section 5(a)(vii)(4)
or, to the extent analogous thereto, (8).

      


      (b)           Right to
Terminate Following Termination Event.

      


      (i)  Notice.  If a Termination Event
occurs, an Affected Party will, promptly upon becoming aware of it, notify the
other party, specifying the nature of that Termination Event and each Affected
Transaction and will also give such other information about that Termination
Event as the other party may reasonably require.

      


      (ii)  Transfer to Avoid
Termination Event.  If either an Illegality under Section
5(b)(i)(l) or a Tax Event occurs and there is only one Affected Party, or if a
Tax Event Upon Merger occurs and the Burdened Party is the Affected Party, the
Affected Party will, as a condition to its right to designate an Early
Termination Date under Section 6(b)(iv), use all reasonable efforts (which will
not require such party to incur a loss, excluding immaterial, incidental
expenses) to transfer within 20 days after it gives notice under Section 6(b)(i)
all its rights and obligations under this Agreement in respect of the Affected
Transactions to another of its Offices or Affiliates so that such Termination
Event ceases to exist.

      


      If the
Affected Party is not able to make such a transfer it will give notice to the
other party to that effect within such 20 day period, whereupon the other party
may effect such a transfer within 30 days after notice is given under Section
6(b)(i).

      


      Any such
transfer by a party under this Section 6(b)(ii) will be subject to and
conditional upon the prior written consent of the other party, which consent
will not be withheld if such other party's policies in effect at such time would
permit it to enter into transactions with the transferee on the terms
proposed.

      


      (iii)
 Two Affected
Parties.  If an Illegality under Section 5(b)(i)(1) or a Tax
Event occurs and there are two Affected Parties, each party will use all
reasonable efforts to reach agreement within 30 days after notice thereof is
given under Section 6(b)(i) on action to avoid that Termination
Event.

      


      (iv) Right to
Terminate. If:—

      


      (1)  a
transfer under Section 6(b)(ii) or an agreement under Section 6(b)(iii), as the
case may be, has not been effected with respect to all Affected Transactions
within 30 days after an Affected Party gives notice under Section 6(b)(i);
or

      


      (2)  an
Illegality under Section 5(b)(i)(2), a Credit Event Upon Merger or an Additional
Termination Event occurs, or a Tax Event Upon Merger occurs and the Burdened
Party is not the Affected Party,

       

      either
party in the case of an Illegality, the Burdened Party in the case of a Tax
Event Upon Merger, any Affected Party in the case of a Tax Event or an
Additional Termination Event if there is more than one Affected Party, or the
party which is not the Affected Party in the case of a Credit Event Upon Merger
or an Additional Termination Event if there is only one Affected Party may, by
not more than 20 days notice to the other party and provided that the relevant
Termination Event is then


      
        
          
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      continuing,
designate a day not earlier than the day such notice is effective as an Early
Termination Date in respect of all Affected Transactions.

       

      (c)           Effect of
Designation.

      


      (i)  If
notice designating an Early Termination Date is given under Section 6(a) or (b),
the Early Termination Date will occur on the date so designated, whether or not
the relevant Event of Default or Termination Event is then
continuing.

      


      (ii)  Upon
the occurrence or effective designation of an Early Termination Date, no further
payments or deliveries under Section 2(a)(i) or 2(e) in respect of the
Terminated Transactions will be required to be made, but without prejudice to
the other provisions of this Agreement. The amount if any, payable in respect of
an Early Termination Date shall be determined pursuant to Section
6(e).

      


       

      (d)           Calculations.

      


      (i) Statement.  On or as soon as
reasonably practicable following the occurrence of an Early Termination Date,
each party will make the calculations on its part, if any, contemplated by
Section 6(e) and will provide to the other party a statement (1) showing, in
reasonable detail, such calculations (including all relevant quotations and
specifying any amount payable under Section 6(e)) and (2) giving details of the
relevant account to which any amount payable to it is to be paid.  In
the absence of written confirmation from the source of a quotation obtained in
determining a Market Quotation, the records of the party obtaining such
quotation will be conclusive evidence of the existence and accuracy of such
quotation.

      


      (ii)  Payment
Date. An
amount calculated as being due in respect of any Early Termination Date under
Section 6(e) will be payable on the day that notice of the amount payable is
effective (in the case of an Early Termination Date which is designated or
occurs as a result of an Event of Default) and on the day which is two Local
Business Days after the day on which notice of the amount payable is effective
(in the case of an Early Termination Date which is designated as a result of a
Termination Event). Such amount will be paid together with (to the extent
permitted under applicable law) interest thereon (before as well as after
judgment) in the Termination Currency, from (and including) the relevant Early
Termination Date to (but excluding) the date such amount is paid, at the
Applicable Rate. Such interest will be calculated on the basis of daily
compounding and the actual number of days elapsed.

      


      (e)           Payments on Early
Termination.  If an Early Termination
Date occurs. the following provisions shall apply based on the parties' election
in the Schedule of a payment measure, either “Market Quotation” or “Loss”, and a
payment method, either the “First Method” or the “Second Method”. If the parties
fail to designate a payment measure or payment method in the Schedule, it will
be deemed that “Market Quotation” or the “Second Method”, as the case may be,
shall apply. The amount, if any, payable in respect of an Early Termination Date
and determined pursuant to this Section will be subject to any
Set-off.

       

      (i)  Events of
Default.  If the Early
Termination Date results from an Event of Default:—

       

      (1)  First Method and Market
Quotation.  If the First Method and Market Quotation apply, the
Defaulting Party will pay to the Non-defaulting Party the excess, if a positive
number, of (A) the sum of the Settlement Amount (determined by the
Non-defaulting Party) in respect of the Terminated Transactions and the
Termination Currency Equivalent of the Unpaid Amounts  owing to the
Non-defaulting Party over (B) the Termination Currency Equivalent of the Unpaid
Amounts owing to the Defaulting Party.

       

      (2)  First Method and
Loss.  If the First Method and Loss apply, the Defaulting Party
will pay to the Non-defaulting Party, if a positive number, the Non-defaulting
Party's Loss in respect of this Agreement.

       

      (3)  Second Method and Market
Quotation.  If the Second Method and Market Quotation apply, an
amount will be payable equal to (A) the sum of the Settlement Amount (determined
by the

       


      
        
          
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      Non-defaulting
Party) in respect of the Terminated Transactions and the Termination Currency
Equivalent of the Unpaid Amounts owing to the Non-defaulting Party less (B) the
Termination Currency Equivalent of the Unpaid Amounts owing to the Defaulting
Party. If that amount is a positive number, the Defaulting Party will pay it to
the Non-defaulting Party; if it is a negative number, the Non-defaulting Party
will pay the absolute value of that amount to the Defaulting Party.

       

      (4) Second Method and Loss. If
the Second Method and Loss apply, an amount will be payable equal to the
Non-defaulting Party's Loss in respect of this Agreement. If that amount is a
positive number, the Defaulting Party will pay it to the Non-defaulting Party;
if it is a negative number, the Non-defaulting Party will pay the absolute value
of that amount to the Defaulting Party.

       

      


      (ii)           Termination
Events.  If the Early
Termination Date results from a Termination Event:—

      


      (1)  One Affected Party.  If there is one
Affected Party, the amount payable will be determined in accordance with Section
6(e)(i)(3), if Market Quotation applies, or Section 6(e)(i)(4), if Loss applies,
except that, in either case, references to the Defaulting Party and to the
Non-defaulting Party will be deemed to be references to the Affected Party and
the party which is not the Affected Party, respectively, and, if Loss applies
and fewer than all the Transactions are being terminated, Loss shall be
calculated in respect of all Terminated Transactions.

      


      (2)  Two Affected Parties. If
there are two Affected Parties:—

      


      (A)  if
Market Quotation applies, each party will determine a Settlement Amount in
respect of the Terminated Transactions, and an amount will be payable equal to
(I) the sum of (a) one-half of the difference between the Settlement Amount
of  the party with the higher Settlement Amount (“X”) and the
Settlement Amount of the party with the lower Settlement Amount (“Y”) and (b)
the Termination Currency Equivalent of the Unpaid Amounts owing  to X
less (II) the Termination Currency Equivalent of the Unpaid Amounts owing to Y;
and

      


      (B)  if
Loss applies, each party will determine its Loss in respect of this Agreement
(or, if fewer than all the Transactions are being terminated, in respect of all
Terminated Transactions) and an amount will be payable equal to one-half of the
difference between the Loss of the party with the higher Loss (“X”) and the Loss
of the party with the lower Loss (“Y”).

      


      If the
amount payable is a positive number, Y will pay it to X; if it is a negative
number, X will pay the absolute value of that amount to Y.

      


      (iii)  Adjustment for
Bankruptcy.  In circumstances where an Early Termination Date
occurs because “Automatic Early Termination” applies in respect of a party, the
amount determined under this Section 6(e) will be subject to such adjustments as
are appropriate and permitted by law to reflect any payments or deliveries made
by one party to the other under this Agreement (and retained by such other
party) during the period from the relevant Early Termination Date to the date
for payment determined under Section 6(d)(ii).

      


      (iv)   Pre-Estimate.  The parties agree that
if Market Quotation applies an amount recoverable under this Section 6(e) is a
reasonable pre-estimate of loss and not a penalty. Such amount is payable for
the loss of bargain and the loss of protection against future risks and except
as otherwise provided in this Agreement neither party will be entitled
to  recover any additional damages as a consequence of such
losses.

      



      
        
          
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      7.           Transfer

      


      Subject
to Section 6(b)(ii), neither this Agreement nor any interest or obligation in or
under this Agreement may be transferred (whether by way of security or
otherwise) by either party without the prior written consent of the other party,
except that:—

      


      (a)           a
party may make such a transfer of this Agreement pursuant to a consolidation or
amalgamation with, or merger with or into, or transfer of all or substantially
all its assets to, another entity (but without prejudice to any other right or
remedy under this Agreement); and

      


      (b)           a
party may make such a transfer of all or any part of its interest in any amount
payable to it from a Defaulting Party under Section 6(e).

      Any
purported transfer that is not in compliance with this Section will be
void.

       

      8.           Contractual
Currency

       

      (a)           Payment in the
Contractual Currency.  Each payment under this Agreement will
be made in the relevant currency specified in this Agreement for that payment
(the “Contractual Currency”). To the extent permitted by applicable law, any
obligation to make payments under this Agreement in the Contractual Currency
will not be discharged or satisfied by any tender in any currency other than the
Contractual Currency, except to the extent such tender results in the actual
receipt by the party to which payment is owed, acting in a reasonable manner and
in good faith in converting the currency so tendered into this Contractual
Currency, of the full amount in the Contractual Currency of all amounts payable
in respect of this Agreement. If for any reason the amount in the Contractual
Currency so received falls short of the amount in the Contractual Currency
payable in respect of this Agreement, the party required to make the payment
will, to the extent permitted by applicable law, immediately pay such additional
amount in the Contractual Currency as may be necessary to compensate for the
shortfall. If for any reason the amount in the Contractual Currency so received
exceeds the amount in the Contractual Currency payable in respect of this
Agreement, the party receiving the payment will refund promptly the amount of
such excess.

      


      (b)           Judgments.  To the extent
permitted by applicable law, if any judgment or order expressed in a currency
other than the Contractual Currency is rendered (i) for the payment of any
amount owing in respect of this Agreement, (ii) for the payment of any amount
relating to any early termination in respect of this Agreement or (iii) in
respect of a judgment or order of another court for the payment of any amount
described in (i) or (ii) above, the party seeking recovery, after recovery in
full of the aggregate amount to which such party is entitled pursuant to the
judgment or order, will be entitled to receive immediately from the other party
the amount of any shortfall of the Contractual Currency received by such party
as a consequence of sums paid in such other currency and will refund promptly to
the other party any excess of the Contractual Currency received by such party as
a consequence of sums paid in such other currency if such shortfall or such
excess arises or results from any variation between the rate of exchange at
which the Contractual Currency is converted into the currency of the judgment or
order for the purposes of such judgment or order and the rate of exchange at
which such party is able, acting in a reasonable manner and in good faith in
converting the currency received into the Contractual Currency, to purchase the
Contractual Currency with the amount of the currency of the judgment or order
actually received by such party. The term “rate of exchange” includes, without
limitation, any premiums and costs of exchange payable in connection with the
purchase of or conversion into the Contractual Currency.

      


      (c)           Separate
Indemnities. To the extent permitted by applicable law, these indemnities
constitute separate and independent obligations from the other obligations in
this Agreement, will be enforceable as separate and independent causes of
action, will apply notwithstanding any indulgence granted by the party to which
any payment is owed and will not be affected by judgment being obtained or claim
or proof being made for any other sums payable in respect of this
Agreement.

      


      (d)           Evidence of
Loss.  For the purpose of this Section 8, it will be sufficient
for a party to demonstrate that it would have suffered a loss had an actual
exchange or purchase been made.

      



      
        
          
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          12

          
            

          

        

        
           


        

      


      9.           Miscellaneous

       

      (a)           Entire
Agreement.  This Agreement constitutes the entire agreement and
understanding of the parties with respect to its subject matter and supersedes
all oral communication and prior writings with respect thereto.

       

      (b)           Amendments.  No amendment,
modification or waiver in respect of this Agreement will be effective unless in
writing (including a writing evidenced by a facsimile transmission) and executed
by each of the parties or confirmed by an exchange of telexes or electronic
messages on an electronic messaging system.

       

      (c)           Survival of
Obligations.  Without prejudice to Sections 2(a)(iii) and
6(c)(ii), the obligations of the parties under this Agreement will survive the
termination of any Transaction.

       

      (d)           Remedies
Cumulative.  Except as provided in this Agreement, the rights,
powers, remedies and privileges provided in this Agreement are cumulative and
not exclusive of any rights, powers, remedies and privileges provided by
law.

      


      (e)           Counterparts and
Confirmations.

       

      (i)  This
Agreement (and each amendment, modification and waiver in respect of it) may be
executed and delivered in counterparts (including by facsimile transmission),
each of which will be deemed an original.

       

      (ii)  The
parties intend that they are legally bound by the terms of each Transaction from
the moment they agree to those terms (whether orally or otherwise). A
Confirmation shall be entered into as soon as practicable and may be executed
and delivered in counterparts (including by facsimile transmission) or be
created by an exchange of telexes or by an exchange of electronic messages on an
electronic messaging system, which in each case will be sufficient for all
purposes to evidence a binding supplement to this Agreement. The parties will
specify therein or through another effective means that any such counterpart,
telex or electronic message constitutes a Confirmation.

      


      (f)           No Waiver of
Rights.  A failure or delay in exercising any right, power or
privilege in respect of this Agreement will not be presumed to operate as a
waiver, and a single or partial exercise of any right, power or privilege will
not be presumed to preclude any subsequent or further exercise, of that right,
power or privilege or the exercise of any other right, power or
privilege.

      


      (g)           Headings.  The
headings used in this Agreement are for convenience of reference only and are
not to affect the construction of or to be taken into consideration in
interpreting this Agreement.

      


      10.           Offices; Multibranch
Parties

       

      (a)           If
Section 10(a) is specified in the Schedule as applying, each party that enters
into a Transaction through an Office other than its head or home office
represents to the other party that, notwithstanding the place of booking office
or jurisdiction of incorporation or organisation of such party, the obligations
of such party are the same as if it had entered into the Transaction through its
head or home office. This representation will be deemed to be repeated by such
party on each date on which a Transaction is entered into.

       

      (b)           Neither
party may change the Office through which it makes and receives payments or
deliveries for the purpose of a Transaction without the prior written consent of
the other party.

      


      (c)           If
a party is specified as a Multibranch Party in the Schedule, such Multibranch
Party may make and receive payments or deliveries under any Transaction through
any Office listed in the Schedule, and the Office through which it makes and
receives payments or deliveries with respect to a Transaction will be specified
in the relevant Confirmation.

       

      11.           Expenses

       

      A
Defaulting Party will, on demand, indemnify and hold harmless the other party
for and against all reasonable out-of-pocket expenses, including legal fees and
Stamp Tax, incurred by such other party by reason of the enforcement and
protection of its rights under this Agreement or any Credit Support
Document


      
        
          
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      to which
the Defaulting Party is a party or by reason of the early termination of any
Transaction, including, but not limited to, costs of collection.

      


      12.           Notices

       

      (a)           Effectiveness.  Any
notice or other communication in respect of this Agreement may be given in any
manner set forth below (except that a notice or other communication under
Section 5 or 6 may not be given by facsimile transmission or electronic
messaging system) to the address or number or in accordance with the electronic
messaging system details provided (see the Schedule) and will be deemed
effective as indicated:—

       

      (i)  if
in writing and delivered in person or by courier, on the date it is
delivered;

      


      (ii)  if
sent by telex, on the date the recipient's answerback is received;

      


      (iii)  if
sent by facsimile transmission, on the date that transmission is received by a
responsible employee of the recipient in legible form (it being agreed that the
burden of proving receipt will be on the sender and will not be met by a
transmission report generated by the sender's facsimile machine);

      


      (iv)  if
sent by certified or registered mail (airmail, if overseas) or the equivalent
(return receipt requested), on the date that mail is delivered or its delivery
is attempted; or

      


      (v)  if
sent by electronic messaging system, on the date that electronic message is
received,

       

      unless
the date of that delivery (or attempted delivery) or that receipt, as
applicable, is not a Local Business Day or that communication is delivered (or
attempted) or received, as applicable, after the close of business on a Local
Business Day, in which case that communication shall be deemed given and
effective on the first following day that is a Local Business Day.

       

      (b)           Change of
Addresses.  Either party may
by notice to the other change the address, telex or facsimile number or
electronic messaging system details at which notices or other communications are
to be given to it.

      


      13.           Governing Law and
Jurisdiction

       

      (a)           Governing
Law. This
Agreement will be governed by and construed in accordance with the law specified
in the Schedule.

      


      (b)           Jurisdiction.  With respect to any
suit, action or proceedings relating to this Agreement (“Proceedings”), each
party irrevocably:—

      


      (i)  submits
to the jurisdiction of the English courts, if this Agreement is expressed to be
governed by English law, or to the non-exclusive jurisdiction of the courts of
the State of New York and the United States District Court located in the
Borough of Manhattan in New York City, if this Agreement is expressed to be
governed by the laws of the State of New York; and

      


      (ii)  waives
any objection which it may have at any time to the laying of venue of any
Proceedings brought in any such court, waives any claim that such Proceedings
have been brought in an inconvenient forum and further waives the right to
object, with respect to such Proceedings, that such court does not have any
jurisdiction over such party.

      


      Nothing
in this Agreement precludes either party from bringing Proceedings in any other
jurisdiction (outside, if this Agreement is expressed to be governed by English
law, the Contracting States, as defined in Section 1(3) of the Civil
Jurisdiction and Judgments Act 1982 or any modification, extension or
re-enactment thereof for the time being in force) nor will the bringing of
Proceedings in any one or more jurisdictions preclude the bringing of
Proceedings in any other jurisdiction.

      


      (c)           Service of
Process.  Each party irrevocably appoints the Process Agent (if
any) specified opposite its name in the Schedule to receive, for it and on its
behalf, service of process in any Proceedings.  If for
any


      
        
          
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      reason
any party's Process Agent is unable to act as such,  such party will
promptly notify the other party and within 30 days appoint a substitute process
agent acceptable to the other party. The parties irrevocably consent to service
of process given in the manner provided for notices in Section 12. Nothing in
this Agreement will affect the right of either party to serve process in any
other manner permitted by law.

       

      (d)           Waiver of
Immunities.  Each party
irrevocably waives, to the fullest extent permitted by applicable law, with
respect to itself and its revenues and assets (irrespective of their use or
intended use), all immunity on the grounds of sovereignty or other similar
grounds from (i) suit, (ii) jurisdiction of any court, (iii) relief by way of
injunction, order for specific performance or for recovery of property, (iv)
attachment of its assets (whether before or after judgment) and (v) execution or
enforcement of any judgment to which it or its revenues or assets might
otherwise be entitled in any Proceedings in the courts of any jurisdiction and
irrevocably agrees, to the extent permitted by applicable law, that it will not
claim any such immunity in any Proceedings.

       

      14.           Definitions

       

      As used
in this Agreement:—

       

      “Additional
Termination Event” has the meaning specified in Section
5(b).

       

      “Affected
Party” has the meaning specified in Section 5(b).

       

      “Affected
Transactions” means (a) with respect to any Termination Event consisting
of an Illegality, Tax Event or Tax Event Upon Merger, all Transactions affected
by the occurrence of such Termination Event and (b) with respect to any other
Termination Event, all Transactions.

       

      “Affiliate”
means, subject to the Schedule, in relation to any person, any entity
controlled, directly or indirectly, by the person, any entity that controls,
directly or indirectly, the person or any entity directly or indirectly under
common control with the person. For this purpose, “control” of any entity or
person means ownership of a majority of the voting power of the entity or
person.

       

      “Applicable
Rate” means:—

       

      (a)           in
respect of obligations payable or deliverable (or which would have been but for
Section 2(a)(iii)) by a Defaulting Party, the Default Rate;

       

      (b)           in
respect of an obligation to pay an amount under Section 6(e) of either party
from and after the date (determined in accordance with Section 6(d)(ii)) on
which that amount is payable, the Default Rate;

       

      (c)           in
respect of all other obligations payable or deliverable (or which would have
been but for Section 2(a)(iii)) by a Non-defaulting Party, the Non-default Rate;
and

       

      (d)           in
all other cases, the Termination Rate.

      


      “Burdened
Party” has the meaning specified in Section 5(b).

      


      “Change in Tax
Law” means the enactment, promulgation, execution or ratification of, or
any change in or amendment to, any law (or in the application or official
interpretation of any law) that occurs on or after the date on which the
relevant Transaction is entered into.

       

      “consent”
includes a consent, approval, action, authorisation, exemption, notice, filing,
registration or exchange control consent.

       

      “Credit Event
Upon Merger” has the meaning specified in Section 5(b).

       

      “Credit Support
Document” means any agreement or instrument that is specified as such in
this Agreement.

       

      “Credit Support
Provider” has the meaning specified in the Schedule.

       

      “Default
Rate” means a rate per annum equal to the cost (without proof or evidence
of any actual cost) to the relevant payee (as certified by it) if it were to
fund or of funding the relevant amount plus 1% per annum.

      


      



      
        
          
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      “Defaulting
Party” has the meaning specified in Section 6(a).

      


      “Early
Termination Date” means the date determined in accordance with Section
6(a) or 6(b)(iv).

      


      “Event of
Default” has the meaning specified in Section 5(a) and, if applicable, in
the Schedule.

      


      “Illegality”
has the meaning specified in Section 5(b).

      


      “Indemnifiable
Tax” means any Tax other than a Tax that would not be imposed in respect
of a payment under this Agreement but for a present or former connection between
the jurisdiction of the government or taxation authority imposing such Tax and
the recipient of such payment or a person related to such recipient (including,
without limitation, a connection arising from such recipient or related person
being or having been a citizen or resident of such jurisdiction, or being or
having been organised, present or engaged in a trade or business in such
jurisdiction, or having or having had a permanent establishment or fixed place
of business in such jurisdiction, but excluding a connection arising solely from
such recipient or related person having executed, delivered, performed its
obligations or received a payment under, or enforced, this Agreement or a Credit
Support Document).

      


      “law”
includes any treaty, law, rule or regulation (as modified, in the case of tax
matters, by the practice of any relevant governmental revenue authority) and
“lawful”
and “unlawful”
will be construed accordingly.

      


      “Local Business
Day” means, subject to the Schedule, a day on which commercial banks are
open for  business (including dealings in foreign exchange and foreign
currency deposits) (a) in relation to any obligation under Section 2(a)(i), in
the place(s) specified in the relevant Confirmation or, if not so specified, as
otherwise agreed by the parties in writing or determined pursuant to provisions
contained, or incorporated by reference, in this Agreement, (b) in relation to
any other payment, in the place where the relevant account is located and, if
different, in the principal financial centre, if any, of the currency of such
payment, (c) in relation to any notice or other communication, including notice
contemplated under Section 5(a)(i), in the city specified in the address for
notice provided by the recipient and, in the case of a notice contemplated by
Section 2(b), in the place where the relevant new account is to be located and
(d) in relation to Section 5(a)(v)(2), in the relevant locations for performance
with respect to such Specified Transaction.

      


      “Loss”
means, with respect to this Agreement or one or more Terminated Transactions, as
the case may be, and a party, the Termination Currency Equivalent of an amount
that party reasonably determines in good faith to be its total losses and costs
(or gain, in which case expressed as a negative number) in connection with this
Agreement or that Terminated Transaction or group of Terminated Transactions, as
the case may be, including any loss of bargain, cost of funding or, at the
election of such party but without duplication, loss or cost incurred as a
result of its terminating, liquidating, obtaining or reestablishing any hedge or
related trading position (or any gain resulting from any of them). Loss includes
losses and costs (or gains) in respect of any payment or delivery required to
have been made (assuming satisfaction of each applicable condition precedent) on
or before the  relevant Early Termination Date and not made, except,
so as to avoid duplication, if Section 6(e)(i)(1) or (3) or 6(e)(ii)(2)(A)
applies. Loss does not include a party's legal fees and out-of-pocket expenses
referred to under Section 11. A party will determine its Loss as of the relevant
Early Termination Date, or, if that is not reasonably practicable, as of the
earliest date thereafter as is reasonably practicable. A party may (but need
not) determine its Loss by reference to quotations of relevant rates or prices
from one or more leading dealers in the relevant markets.

      


      “Market
Quotation” means, with respect to one or more Terminated Transactions and
a party making the determination, an amount determined on the basis of
quotations from Reference Market-makers. Each quotation will be for an amount,
if any, that would be paid to such party (expressed as a negative number) or by
such party (expressed as a positive number) in consideration of an agreement
between such party (taking into account any existing Credit Support Document
with respect to the obligations of such party) and the quoting Reference
Market-maker to enter into a transaction (the “Replacement Transaction”) that
would have the effect of preserving for such party the economic equivalent of
any payment or delivery (whether the underlying obligation was absolute or
contingent and assuming the satisfaction of each applicable condition precedent)
by the parties under Section 2(a)(i) in respect of such Terminated Transaction
or group of Terminated Transactions that would, but for the occurrence of the
relevant Early Termination Date, have


      
        
          
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      been
required after that date. For this purpose, Unpaid Amounts in respect of the
Terminated Transaction or group of Terminated Transactions are to be excluded
but, without limitation, any payment or delivery that would, but for the
relevant Early Termination Date, have been required (assuming satisfaction of
each applicable condition precedent) after that Early Termination Date is to be
included. The Replacement Transaction would be subject to such documentation as
such party and the Reference Market-maker may, in good faith, agree. The party
making the determination (or its agent) will request each Reference Market-maker
to provide its quotation to the extent reasonably practicable as of the same day
and time (without regard to different time zones) on or as soon as reasonably
practicable after the relevant Early Termination Date.  The day and
time as of which those quotations are to be obtained will be selected in good
faith by the party obliged to make a determination under Section 6(e), and, if
each party is so obliged, after consultation with the other. If more than three
quotations are provided, the Market Quotation will be the arithmetic mean of the
quotations, without regard to the quotations having the highest and lowest
values.  If exactly three such quotations are provided, the Market
Quotation will be the quotation remaining after disregarding the highest and
lowest quotations.  For this purpose, if more than one quotation has
the same highest value or lowest value, then one of such quotations shall be
disregarded.  If fewer than three quotations are provided, it will be
deemed that the Market Quotation in respect of such Terminated Transaction or
group of Terminated Transactions cannot be determined.

      


      “Non-default
Rate” means a rate per annum equal to the cost (without proof or evidence
of any actual cost) to the Non-defaulting Party (as certified by it) if it were
to fund the relevant amount.

      


      “Non-defaulting
Party” has the meaning specified in Section 6(a).

      


      “Office”
means a branch or office of a party, which may be such party's head or home
office.

      


      “Potential Event
of Default” means any event which, with the giving of notice or the lapse
of time or both, would constitute an Event of Default.

      


      “Reference
Market-makers” means four leading dealers in the relevant market selected
by the party determining a Market Quotation in good faith (a) from among dealers
of the highest credit standing which satisfy all the criteria that such party
applies generally at the time in deciding whether to offer or to make an
extension of credit and (b) to the extent practicable, from among such dealers
having an office in the same city.

       

      “Relevant
Jurisdiction” means, with respect to a party, the jurisdictions (a) in
which the party is incorporated, organised, managed and controlled or considered
to have its seat, (b) where an Office through which the party is acting for
purposes of this Agreement is located, (c) in which the party executes this
Agreement and (d) in relation to any payment, from or through which such payment
is made.

       

      “Scheduled
Payment Date” means a date on which a payment or delivery is to be made
under Section 2(a)(i) with respect to a Transaction.

      


      “Set-off”
means set-off, offset, combination of accounts, right of retention or
withholding or similar right or requirement to which the payer of an amount
under Section 6 is entitled or subject (whether arising under this Agreement,
another contract, applicable law or otherwise) that is exercised by, or imposed
on, such payer.

      


      “Settlement
Amount” means, with respect to a party and any Early Termination Date,
the sum of:—

       

      (a)           the
Termination Currency Equivalent of the Market Quotations (whether positive or
negative) for each Terminated Transaction or group of Terminated Transactions
for which a Market Quotation is determined; and

       

       

      (b)           such
party's Loss (whether positive or negative and without reference to any Unpaid
Amounts) for each Terminated Transaction or group of Terminated Transactions for
which a Market Quotation cannot be determined or would not (in the reasonable
belief of the party making the determination) produce a commercially reasonable
result.

       

      “Specified
Entity” has the meaning specified in the Schedule.

      



      
        
          
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      “Specified
Indebtedness” means, subject to the Schedule, any obligation (whether
present or future, contingent or otherwise, as principal or surety or otherwise)
in respect of borrowed money.

      


      “Specified
Transaction” means, subject to the Schedule, (a) any transaction
(including an agreement with respect thereto) now existing or hereafter entered
into between one party to this Agreement (or any Credit Support Provider of such
party or any applicable Specified Entity of such party) and the other party to
this Agreement (or any Credit Support Provider of such other party or any
applicable Specified Entity of such other party) which is a rate swap
transaction, basis swap, forward rate transaction, commodity swap, commodity
option, equity or equity index swap, equity or equity index option, bond option,
interest rate option, foreign exchange transaction, cap transaction, floor
transaction, collar transaction, currency swap transaction, cross-currency rate
swap transaction, currency option or any other similar transaction (including
any option with respect to any of these transactions), (b) any combination of
these transactions and (c) any other transaction identified as a Specified
Transaction in this Agreement or the relevant confirmation.

      


      “Stamp
Tax” means any stamp, registration, documentation or similar
tax.

      


      “Tax”
means any present or future tax, levy, impost, duty, charge, assessment or fee
of any nature (including interest, penalties and additions thereto) that is
imposed by any government or other taxing authority in respect of any payment
under this Agreement other than a stamp, registration, documentation or similar
tax.

      


      “Tax
Event” has the meaning specified in Section 5(b).

      


      “Tax Event Upon
Merger” has the meaning specified in Section 5(b).

      


      “Terminated
Transactions” means with respect to any Early Termination Date (a) if
resulting from a Termination Event, all Affected Transactions and (b) if
resulting from an Event of Default, all Transactions (in either case) in effect
immediately before the effectiveness of the notice designating that Early
Termination Date (or, if “Automatic Early Termination” applies, immediately
before that Early Termination Date).

      


      “Termination
Currency” has the meaning specified in the Schedule.

      


      “Termination
Currency Equivalent” means, in respect of any amount denominated in the
Termination Currency, such Termination Currency amount and, in respect of any
amount denominated in a currency other than the Termination Currency (the “Other
Currency”), the amount in the Termination Currency determined by the party
making the relevant determination as being required to purchase such amount of
such Other Currency as at the relevant Early Termination Date, or, if the
relevant Market Quotation or Loss (as the case may be), is determined as of a
later date, that later date, with the Termination Currency at the rate equal to
the spot exchange rate of the foreign exchange agent (selected as provided
below) for the purchase of such Other Currency with the Termination Currency at
or about 11:00 a.m. (in the city in which such foreign exchange agent is
located) on such date as would be customary for the determination of such a rate
for the purchase of such Other Currency for value on the relevant Early
Termination Date or that later date.  The foreign exchange agent will,
if only one party is obliged to make a determination under Section 6(e), be
selected in good faith by that party and otherwise will be agreed by the
parties.

      


      “Termination
Event” means an Illegality, a Tax Event or a Tax Event Upon Merger or, if
specified to be applicable, a Credit Event Upon Merger or an Additional
Termination Event.

      


      “Termination
Rate” means a rate per annum equal to the arithmetic mean of the cost
(without proof or evidence of any actual cost) to each party (as certified by
such party) if it were to fund or of funding such amounts.

      


      “Unpaid
Amounts” owing to any party means, with respect to an Early Termination
Date, the aggregate of (a) in respect of all Terminated Transactions, the
amounts that became payable (or that would have become payable but for Section
2(a)(iii)) to such party under Section 2(a)(i) on or prior to such Early
Termination Date and which remain unpaid as at such Early Termination Date and
(b) in respect of each Terminated Transaction, for each obligation under Section
2(a)(i) which was (or would have been but for Section 2(a)(iii)) required to be
settled by delivery to such party on or prior to such Early Termination Date and
which has not been so settled as at such Early Termination Date, an amount equal
to the fair market


      
        
          
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      value of
that which was (or would have been) required to be delivered as of the
originally scheduled date for delivery, in each case together with (to the
extent permitted under applicable law) interest, in the currency of such
amounts, from (and including) the date such amounts or obligations were or would
have been required to have been paid or performed to (but excluding) such Early
Termination Date, at the Applicable Rate.  Such amounts of interest
will be calculated on the basis of daily compounding and the actual number of
days elapsed.  The fair market value of any obligation referred to in
clause (b) above shall be reasonably determined by the party obliged to make the
determination under Section 6(e) or, if each party is so obliged, it shall be
the average of the Termination Currency Equivalents of the fair market values
reasonably determined by both parties.

      


      IN
WITNESS WHEREOF the parties have executed this document on the respective dates
specified below with effect from the date specified on the first page of this
document.

      


      


      


      
        	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	
                BANK
      OF AMERICA, N.A.

              	 
      	
                BANC OF AMERICA
      FUNDING CORPORATION 2007-6 SUPPLEMENTAL INTEREST TRUST, BY
      CITIBANK, N.A., NOT IN ITS INDIVIDUAL CAPACITY, BUT SOLELY AS SUPPLEMENTAL
      INTEREST TRUST TRUSTEE

              
	
                (Name
      of Party)

              	 
      	
                (Name
      of Party)

              
	 
      	 
      	 
      
	 
      	 
      	 
      
	
                By:

              	 
      	 
      	
                By:

              	 
      
	
                Name:

              	 
      	 
      	
                Name:

              	 
      
	
                Title:

              	 
      	 
      	
                             
      Title:

              	 
      	 
      
	
                Date:

              	 
      	 
      	
                             
      Date:

              	 
      	 
      
	 
      	 
      	 
      


      

      



      
        
          
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    SCHEDULE

     

    to
the

     

    MASTER
AGREEMENT

     

    (Multicurrency-Cross
Border)

     

    dated as
of July 31, 2007

     

    between

     

    BANK OF
AMERICA, N.A.

     

    a
national banking association organized

     

    under the
laws of the United States

     

    (“Party A”)

     

    and

     

    BANC OF
AMERICA FUNDING CORPORATION 2007-6

     

    SUPPLEMENTAL
INTEREST TRUST,

     

    a common
law trust organized under

     

    the laws
of the State of New York,

     

    by
Citibank, N.A., not in its individual capacity,

     

    but
solely as Supplemental Interest Trust Trustee

     

    (“Party B”)

     

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    


     

    Definitions

     

    The 2006
ISDA Definitions (the “Definitions”) are incorporated
into this Agreement and shall form part of this Agreement.  In the
event of any inconsistency among or between any of the following documents, the
relevant document first listed below shall govern: (i) a Confirmation and
any relevant definitions incorporated into such Confirmation; (ii) this
Schedule and any relevant definitions incorporated herein; (iii) Sections 1
to 14 of this Agreement; and (iv) the Definitions.

     

    Capitalized
terms used herein but not defined in this Agreement or the Definitions shall
have the meanings specified in that certain Pooling and Servicing Agreement,
dated July 31, 2007, among Banc of America Funding Corporation, as Depositor,
Citibank, N.A., as Master Servicer and Securities Administrator, and U.S. Bank
National Association, as Trustee (the “Pooling and Servicing
Agreement”).

     

    For the
avoidance of doubt, references herein to a particular “Section” of this
Agreement are references to the corresponding sections of the Master
Agreement.

     

    Part
1. Termination
Provisions

     

    In this
Agreement:

     

    (a) “Specified Entity” means in
relation to Party A for the purpose of:

     

    Section
5(a)(v),                                           Not
Applicable

    Section
5(a)(vi),                                           Not
Applicable

    Section
5(a)(vii),                                           Not
Applicable

    Section
5(b)(iv),                                           Not
Applicable

     

    in
relation to Party B for the purpose of:

     

    Section
5(a)(v),                                           Not
Applicable

    Section
5(a)(vi),                                           Not
Applicable

    Section
5(a)(vii),                                           Not
Applicable

    Section
5(b)(iv),                                           Not
Applicable

     

    (b) “Specified Transaction” will
have the meaning specified in Section 14 of this Agreement.

     

    (c) Application of Events of
Default.  The provisions of Section 5(a) of this Agreement will
apply to Party A and Party B as follows:

     

    
      	
              Section 5(a)

            	
              Party A

            	
              Party B

            
	
              (i)“Failure
      to Pay or Deliver”

            	
              Applicable
      (except as provided below in Part 1(d)(ii)).

            	
              Applicable.

            
	
              (ii)“Breach
      of Agreement”

            	
              Applicable.

            	
              Not
      Applicable.

            


    

    


    
      
        
           


        

        
          2

          
            

          

        

        
           


        

      

    

    


    


    
      	
              (iii)“Credit
      Support Default”

            	
              Applicable
      (except as provided below in Part 1(d)(ii)).

            	
              Applicable
      (but only to the extent described below in Part
  1(d)(i)).

            
	
              (iv)“Misrepresentation”

            	
              Applicable.

            	
              Not
      Applicable.

            
	
              (v)“Default
      Under Specified Transaction”

            	
              Applicable.

            	
              Not
      Applicable.

            
	
              (vi)“Cross-Default”

            	
              Applicable.

            	
              Not
      Applicable.

            
	
              (vii)“Bankruptcy”

            	
              Applicable.

            	
              Applicable
      (but only to the extent described below in Part 1(f)).

            
	
              (viii)“Merger
      Without Assumption”

            	
              Applicable.

            	
              Applicable.

            


    

    


    (d) (i)  Section
5(a)(iii)(1) will apply to Party B in respect of Party B’s obligations under
Paragraphs 3(b) and 8(d) of that certain Credit Support Annex, dated as of the
date hereof, attached hereto and made a part hereof between Party A and Party B
(as from time to time amended, supplemented or replaced, the “Credit Support
Annex”).

     

    (ii) Notwithstanding
Sections 5(a)(i) and 5(a)(iii), any failure by Party A to comply with or perform
any obligation to be complied with or performed by Party A under the Credit
Support Annex shall not be an Event of Default unless (A)(i) a Moody’s Second
Trigger Event has occurred and has continued for at least 30 Local Business
Days, (ii) Party A has failed to Transfer sufficient Eligible Credit Support to
ensure that the Delivery Amount calculated under paragraph (2) of the definition
of “Delivery Amount” in Paragraph 13 of the Credit Support Annex is zero
(unless, in any such instance, the applicable Delivery Amount is less than the
Minimum Transfer Amount) and (iii) such failure is not remedied on or before the
third Local Business Day after notice of such failure is given to Party A,
or (B)(i) an S&P Substitution Event has occurred and continued for at least
60 calendar days, (ii) Party A has failed to Transfer sufficient Eligible Credit
Support to ensure that the Delivery Amount calculated under paragraph (1) of the
definition of “Delivery Amount” in Paragraph 13 of the Credit Support Annex is
zero (unless, in any such instance, the applicable Delivery Amount is less than
the Minimum Transfer Amount), and (iii) such failure is not remedied on or
before the third Local Business Day after notice of such failure is given to
Party A.

     

    (e) With
respect to Section 5(a)(vi):

     

    “Specified Indebtedness” will
have the meaning specified in Section 14, provided that
Specified Indebtedness shall not include deposits received in the course of a
party’s ordinary banking business.

     

    “Threshold Amount” means, with
respect to Party A, 3% of the Shareholders’ Equity of the applicable Relevant
Entity, provided that if the
Relevant Entity is Party A, then “Threshold Amount” means 3% of
the Shareholders’ Equity of Bank of America Corporation.

     

    “Shareholders’ Equity” means
with respect to an entity, at any time, (1) if the Relevant Entity is a national
banking association, the “Total Equity Capital” of the Relevant Entity (as shown
in the most recently filed FFIEC Consolidated Report of Condition for Insured
Commercial and State-Chartered Savings Banks (“Call Report”) Schedule RC-
Balance Sheet of such entity) or (2) for any other entity, the sum (as shown in
the most recent annual audited financial statements of such entity) of (i) its
capital stock (including preferred stock) outstanding, taken at par value, (ii)
its capital surplus and (iii) its retained earnings, minus (iv) treasury stock,
each to be determined in accordance with generally accepted accounting
principles.

     

    


    
      
        
           


        

        
          3

          
            

          

        

        
           


        

      

    

    


    


     

    (f) With
respect to Party B only (and the related Confirmation only), the provisions of
Section 5(a)(vii) clauses (2), (7) and (9) will not be applicable as an
Event of Default; clause (3) will not apply to Party B to the extent it refers
to any assignment, arrangement or composition that is effected by or pursuant to
the Pooling and Servicing Agreement; clause (4) will not apply to Party B
to the extent that it refers to proceedings or petitions instituted or presented
by Party A or any of its Affiliates; clause (6) will not apply to Party B
to the extent that it refers to (i) any appointment that is contemplated or
effected by the Pooling and Servicing Agreement or (ii) any appointment
that Party B has not become subject to; and clause (8) will not apply to
Party B to the extent that it applies to Section 5(a)(vii)(2), (3), (4),
(6) and (7) except to the extent that such provisions are not disapplied with
respect to Party B.

     

    (g) Application of Termination
Events.  The provisions of Section 5(b) of this Agreement will
apply to Party A and Party B as follows:

     

    
      	
              Section 5(b)

            	
              Party A

            	
              Party B

            
	
              (i)“Illegality”

            	
              Applicable.

            	
              Applicable.

            
	
              (ii)“Tax
      Event”

            	
              Applicable.

            	
              Applicable.

            
	
              (iii)“Tax
      Event Upon Merger”

            	
              Applicable.

            	
              Applicable.

            
	
              (iv)“Credit
      Event Upon Merger”

            	
              Not
      Applicable.

            	
              Not
      Applicable.

            


    

    


    (h) Section
5(b)(ii) will apply, provided that the
words “(x) any action taken by a taxing authority, or brought in a court of
competent jurisdiction, on or after the date on which a Transaction is entered
into (regardless of whether such action is taken or brought with respect to a
party to this Agreement) or (y)” shall be deleted.

     

    (i) Notwithstanding
Section 5(b)(iii), Party A shall not be entitled to designate an Early
Termination Date by reason of a Tax Event Upon Merger in respect of which it is
the Affected Party.

     

    (j) Section
6(b)(ii) will apply, provided that the
words “or if a Tax Event Upon Merger occurs and the Burdened Party is the
Affected Party,” shall be deleted.

     

    (k) The
“Automatic Early
Termination” provision of Section 6(a) will not apply to either Party A
or to Party B.

     

    (l) Payments on Early
Termination.  For the purpose of Section 6(e) of this
Agreement:

     

    Market
Quotation will apply and the Second Method will apply; provided, however, if an Early
Termination Date is designated in respect of (A) an Event of Default with
respect to which Party A is a Defaulting Party or (B) an Additional Termination
Event with respect to which Party A is the sole Affected Party, notwithstanding
Section 6 of this Agreement, the following amendment to the Agreement set forth
in paragraphs (i) to (vii) below shall apply:

     

    (i) The
definition of “Market Quotation” shall be deleted in its entirety and replaced
with the following:

     

    “Market
Quotation” means, with respect to one or more Terminated Transactions, a
Firm Offer which is (1) made by an Eligible Replacement, (2) for an amount that
would be paid to Party B (expressed as a negative number) or by Party B
(expressed as a positive number) in consideration of an agreement between Party
B and such Eligible Replacement to enter into a transaction (the “Replacement
Transaction”) that would have the effect of preserving for Party B the
economic equivalent of any payment or delivery (whether the underlying
obligation was absolute or contingent and assuming the satisfaction of each
applicable condition precedent) by the parties

     

    


    
      
        
           


        

        
          4

          
            

          

        

        
           


        

      

    

    


    under
Section 2(a)(i) in respect of such Terminated Transaction or group of Terminated
Transactions that would, but for the occurrence of the relevant Early
Termination Date, have been required after that date, (3) made on the basis that
Unpaid Amounts in respect of the Terminated Transaction or group of Terminated
Transactions are to be excluded but, without limitation, any payment or delivery
that would, but for the relevant Early Termination Date, have been required
(assuming satisfaction of each applicable condition precedent) after that Early
Termination Date is to be included and (4) made in respect of a Replacement
Transaction with terms that are, in all material respects, no less beneficial
for Party B than those of this Agreement (save for the exclusion of provisions
relating to Transactions that are not Terminated Transactions), as determined by
Party B.

     

    (ii) The
definition of “Settlement Amount” shall be deleted in its entirety and replaced
with the following:

     

    “Settlement
Amount” means, with respect to any Early Termination Date, an amount (as
determined by Party B) equal to the Termination Currency Equivalent of the
amount (whether positive or negative) of any Market Quotation for the relevant
Terminated Transaction or group of Terminated Transactions that is accepted by
Party B so as to become legally binding, provided
that:

     

    (A)           If,
on or before the Early Termination Date, no Market Quotation for the relevant
Terminated Transaction or group of Terminated Transactions has been accepted by
Party B so as to become legally binding and one or more Market Quotations have
been made and remain capable of becoming legally binding upon acceptance, the
Settlement Amount shall equal the Termination Currency Equivalent of the amount
(whether positive or negative) of the lowest of such Market Quotations (for the
avoidance of doubt, (i) a Market Quotation expressed as a negative number is
lower than a Market Quotation expressed as a positive number, and (ii) the lower
of two Market Quotations expressed as negative numbers is the one with the
larger absolute value); and

     

    (B)           If,
on the Early Termination Date, no Market Quotation for the relevant Terminated
Transaction or group of Terminated Transactions is accepted by Party B so as to
become legally binding on or before the Early Termination Date, and no Market
Quotations have been made and remain capable of becoming legally binding upon
acceptance, the Settlement Amount shall equal Party B’s Loss (whether positive
or negative and without reference to any Unpaid Amounts) for the relevant
Terminated Transaction or group of Terminated Transactions.

     

    (iii) In
determining whether or not a Firm Offer satisfies the condition in subparagraph
(4) of Market Quotation, Party B shall act in a commercially reasonable
manner.

     

    (iv) At any
time on or before the Early Termination Date at which two or more Market
Quotations remain capable of becoming legally binding upon acceptance, Party B
shall be entitled to accept only the lowest of such Market Quotations (for the
avoidance of doubt, (i) a Market Quotation expressed as a negative number is
lower than a Market Quotation expressed as a positive number, and (ii) the lower
of two Market Quotations expressed as negative numbers is the one with the
larger absolute value).

     

    


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    (v) Party B
will be deemed to have discharged its obligations to obtain Market Quotations
above if it requests Party A to obtain Market Quotations, where such request is
made in writing within two Local Business Days after the day on which the Early
Termination Date is designated.

     

    (vi) If Party
B requests Party A in writing to obtain Market Quotations, Party A shall use its
reasonable efforts to do so before the Early Termination Date.

     

    (vii) If the
Settlement Amount is a negative number, Section 6(e)(i)(3) of this Agreement
shall be deleted in its entirety and replaced with the following:

     

    “Second Method and
Market Quotation.  If Second Method and Market Quotation apply,
(1) Party B shall pay to Party A an amount equal to the absolute value of
the Settlement Amount in respect of the Terminated Transactions, (2) Party B
shall pay to Party A the Termination Currency Equivalent of the Unpaid Amounts
owing to Party A and (3) Party A shall pay to Party B the Termination Currency
Equivalent of the Unpaid Amounts owing to Party B; provided that, (i)
the amounts payable under (2) and (3) shall be subject to netting in accordance
with Section 2(c) of this Agreement and (ii) notwithstanding any other provision
of this Agreement, any amount payable by Party A under (3) shall not be
netted-off against any amount payable by Party B under (1).”

     

    (m) “Termination Currency” means United States
Dollars.

     

    (n) Additional Termination Event
will apply.  Each of the following events shall constitute an
Additional Termination Event hereunder:

     

    (i) A
termination pursuant to Section 10.01 of the Pooling and Servicing
Agreement.  For purposes of Section 6 of this Agreement, Party A and
Party B shall be Affected Parties.

     

    (ii) Following
an S&P Collateralization Event, each Relevant Entity shall fail to take
action that satisfies Part 5(j)(A) hereof (provided that the
occurrence of any such Additional Termination Event shall have no effect on
Party A’s duty to perform its obligations hereunder prior to actual termination
of this Agreement), in which event Party A shall be the sole Affected
Party.

     

    (iii) Following
an S&P Substitution Event, each Relevant Entity shall fail to take action
that satisfies Part 5(j)(B) hereof within the time period specified in Part
5(j)(B) (provided that the
occurrence of any such Additional Termination Event shall have no effect on
Party A’s duty to perform its obligations hereunder prior to actual termination
of this Agreement), in which event Party A shall be the sole Affected
Party.

     

    (iv) Party A
fails to comply with or perform any obligation to be complied with or performed
by Party A in accordance with the Credit Support Annex (other than any such
obligation that applies to Party A solely because an S&P Collateralization
Event or an S&P Substitution Event has occurred) and either (x) a Moody’s
Second Trigger Event has not occurred or (y) a Moody’s Second Trigger Event has
occurred but has been continuing for less than 30 Business Days.  For
purposes of Section 6 of this Agreement, Party A shall be the sole Affected
Party.

     

    (v) A Moody’s
Second Trigger Event has occurred and has been continuing for at least 30 Local
Business Days, and (i) at least one Eligible Replacement has made a Firm Offer
to

     

    


    
      
        
           


        

        
          6

          
            

          

        

        
           


        

      

    

    


    be the
Transferee under Part 5(i)(ii) below (but only if such Firm Offer then remains
capable of becoming legally binding upon acceptance) and/or (ii) at least one
Eligible Replacement has made a Firm Offer that would, assuming the occurrence
of an Early Termination Date, qualify as a Market Quotation (on the basis that
paragraphs (i) and (iii) in Part 1(l) above apply) and which remains capable of
becoming legally binding upon acceptance.  For purposes of Section 6
of this Agreement, Party A shall be the sole Affected Party.

     

    (o) Party A
shall be responsible for any costs reasonably incurred by Party B in connection
with any assignment of this Agreement made by Party A by reason of any S&P
Collateralization Event, S&P Substitution Event, Moody’s First Trigger Event
or Moody’s Second Trigger Event having occurred.

     

    Part
2. Tax
Representations.

     

    (a)   Payer Tax
Representations. For the purpose of
Section 3(e) of this Agreement, Party A and Party B make the following
representation:

     

    It is not
required by any applicable law, as modified by the practice of any relevant
governmental revenue authority, of any Relevant Jurisdiction to make any
deduction or withholding for or on account of any Tax from any payment (other
than interest under Section 2(e), 6(d)(ii), or 6(e) of this Agreement) to be
made by it to the other party under this Agreement.  In making this
representation, it may rely on (i) the accuracy of any representations made by
the other party pursuant to Section 3(f) of this Agreement, (ii) the
satisfaction of the agreement contained in Section 4(a)(i) or 4(a)(iii) of this
Agreement, and the accuracy and effectiveness of any document provided by the
other party pursuant to Section 4(a)(i) or 4(a)(iii) of this Agreement, and
(iii) the satisfaction of the agreement of the other party contained in Section
4(d) of this Agreement; provided that it
shall not be a breach of this representation where reliance is placed on clause
(ii) and the other party does not deliver a form or document under Section
4(a)(iii) by reason of material prejudice to its legal or commercial
position.

     

    (b)           Payee Tax
Representations.  For the purposes of Section 3(f) of this
Agreement, Party A and Party B make the following representations:

     

    (A)           The
following representation applies to Party A:  Party A is a national
banking association organized under the laws of the United States and its United
States federal taxpayer identification number is 94-1687665.  Party A
is a “U.S. Person” (as that term is used in section 1.1441-4(a)(3)(ii) of the
United States Treasury Regulations for United States federal income tax purposes
and an “Exempt recipient” (within the meaning of Section 1.6049-4(c)(1)(ii) of
United States Treasury Regulations) for United States federal income tax
purposes

     

    (B)           The
following representation applies to Party B:  Party B is a New York
law common trust and it is a “U.S Person” (as that term is used in section
1.1441-4(a)(3)(ii) of the United States Treasury Regulations for United States
federal income tax purposes and an “Exempt recipient” (within the meaning of
Section 1.6049-4(c)(1)(ii) of United States Treasury Regulations) for United
States federal income tax purposes.

     

    Part
3. Agreement
to Deliver Documents.

     

    For the
purpose of Section 4(a)(i) and (ii) of this Agreement, each Party agrees to
deliver the following documents as applicable:

     

    (a)          
Tax
forms, documents or certificates to be delivered are:

     

    


    
      
        
           


        

        
          7

          
            

          

        

        
           


        

      

    

    


    


     

    
      	
              Party
      Required to Deliver

              Document

            	
               

              Form/Document/Certificate

            	
               

              Date
      by which to be Delivered

            
	
              Party
      A

            	
              Internal
      Revenue Service Form W-9

            	
              Upon
      execution and delivery of this Agreement

            
	
              Party
      B

               

            	
              Any
      document reasonably requested to allow the other party to make payments
      under this Agreement without deduction or withholding for or on the
      account of any tax.

            	
              (i)
      Before the first Payment Date under this Agreement, (ii) promptly upon
      reasonable demand by Party A and (iii) promptly upon learning that any
      such form previously provided to Party A has become obsolete or
      incorrect.

            


    

     

    (b) Other
documents to be delivered are:

     

    
      	
              
                Party
      Required to Deliver Document

                 

              

            	
              
                Form/Document/Certificate

                 

              

            	
              
                Date
      by which

                to
      be Delivered

                 

              

            	
              
                Covered
      by Section 3(d) Representation

                 

              

            
	 
      	
              Party
      A/Party B

            	
              Credit
      Support Document, if any, specified in Part 4 hereof, such Credit Support
      Document being duly executed if required.

               

            	
              Upon
      execution and delivery of this Agreement

            	
              Yes

            
	 
      	
              Party
      A

            	
              Incumbency
      certificate or other documents evidencing the authority of the persons
      executing this Agreement and the related Confirmation on Party A’s
      behalf

            	
              On
      the Closing Date

            	
              Yes

            
	 
      	
              Party
      B

            	
              Monthly
      statement setting forth the information specified in Section 5.04 of the
      Pooling and Servicing Agreement

            	
              To
      be made available at www.sf.citidirect.com on each Distribution
      Date

            	
              Yes

            
	 
      	
              Party
      A/Party B

            	
              Each
      of an (i) opinion of counsel to Party A (which may include in-house
      counsel), in form and substance reasonably satisfactory to Party B and
      (ii) opinion of counsel to Party B, in form and substance reasonably
      satisfactory to Party A

            	
              On
      the Closing Date

            	
              No

            
	 
      	 
      	
              Party A/Party B

            	
              Certified
      copies of all corporate, partnership or membership authorizations, as the
      case may be, and any other documents with respect to the execution,
      delivery and performance of this Agreement and any Credit Support
      Document

            	
              Upon
      execution and delivery of this Agreement

            	
              Yes

            
	 
      	 
      	
              Party A

            	
              FFIEC
      Consolidated Report of Condition for Insured Commercial and
      State-Chartered Savings Banks (“Call Report”) of Bank of
      America, N.A.

            	
              To
      be made available on http://www2.fdic.gov/Call_TFR_Rpts after
      the end of each fiscal quarter of Bank of America, N.A.

            	
              Yes

            


    

     

    
 

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

    Part
4. Miscellaneous.

     

    (a)   Addresses
for Notices: For the purpose of Section 12(a) of this
Agreement:  Address for notices or communications to Party
A:

     

    Bank of
America, N.A.

    Sears
Tower

    233 South
Wacker Drive, Suite 2800

    Chicago,
Illinois  60606

    Attention:  Swap
Operations

    Telephone
No.:  312-234-2732

    Facsimile
No.:  866-255-1444

     

    with a
copy to:

     

    Bank of
America, N.A.

    100 North
Tryon Street, NC1-007-13-01

    Charlotte,
North Carolina  28255

    Attention:  Global
Markets Trading Agreements

    Facsimile
No.:  704-386-4113

     

    Address
for notices or communications to Party B (for all purposes):

     

    Banc of
America Funding Corporation 2007-6 Supplemental Interest Trust

    c/o
Citibank, N.A.

    388
Greenwich Street, 14th Floor

    New York,
New York 10013

    Attention:   Structured
Finance Agency and Trust - BAFC 2007-6

    Facsimile:   (212)
816-5527

    Telephone:  (212)
816-5693

     

    With a
copy to Standard & Poor’s:

    


    Address:                      Standard
& Poor’s, A Division of The McGraw-Hill Companies, Inc.

                 55
Water Street, 41st Floor

                                        
New
York, New York 10041

    


    
      
        
           


        

        
          9

          
            

          

        

        
           


        

      

    

    


    Facsimile
No.:                 (212)
438-2655

    Attention:                      Structured
Finance Ratings, Asset-Backed Surveillance Group

    


    (b)      Process Agent.  For
the purpose of Section 13(c):

     

    Party A
appoints as its Process
Agent:                                                                           Not
Applicable.

     

    Party B
appoints as its Process
Agent:                                                                           Not
Applicable

     

    (c)         
Offices.  The
provisions of Section 10(a) will apply to this Agreement.

     

    (d)        
Multibranch
Party.  For the purpose of Section 10(c) of this
Agreement:

     

        (i) Party A
is a Multibranch Party and may act through its Charlotte, North Carolina,
Chicago, Illinois, San Francisco, California, New York, New York, Boston,
Massachusetts or London, England Office, or such other Office as may be agreed
to by the parties in connection with a Transaction.

     

    (ii) Party B
is not a Multibranch Party.

     

    (e)      
Calculation
Agent.  The Calculation Agent is Party A.

     

    (f)      
Credit Support
Document.  Details of any Credit Support Document:

     

    Each of
the following, as amended, extended, supplemented or otherwise modified in
writing from time to time, is a “Credit Support Document”:

     

    Party
A:  (i) The Credit Support Annex and (ii) any guarantee (including any
Eligible Guarantee) of Party A’s obligations hereunder procured by Party A in
compliance with this Agreement.

     

    Party
B:  The Credit Support Annex.

     

    (g)      
Credit Support
Provider.

     

    Credit
Support Provider means in relation to Party A, the guarantor under any guarantee
(including any Eligible Guarantee) of Party A’s obligations hereunder procured
by Party A in compliance with this Agreement.

     

    Credit
Support Provider means in relation to Party B, Not Applicable.

     

    (h)      
Governing Law.  This
Agreement and any and all controversies arising out of or in relation to this
Agreement will be governed by and construed in accordance with the laws of the
State of New York (without reference to its conflict of laws
doctrine).

     

    (i)      
Netting of Payments.  Subject to any
particular Confirmation executed in connection with this Agreement, subparagraph
(ii) of Section 2(c) of this Agreement shall apply to all Transactions under the
Agreement.

     

    (j)      
“Affiliate” will have the
meaning specified in Section 14 of this Agreement.

     

    Part
5. Other Provisions.

     

    


    
      
        
           


        

        
          10

          
            

          

        

        
           


        

      

    

    


     

    (a)      
Representations.  Section
3(a)(iii) is hereby amended by inserting the words “or investment policies, or
guidelines, procedures, or restrictions,” immediately following the word
“documents,”.

     

    (b)      
Financial
Statements.  Section 3(d) is hereby amended by adding in the
third line thereof after the word “respect” and before the period:

     

    “or, in
the case of financial statements, a fair presentation of the financial condition
of the relevant party”

     

    (c)      
Additional
Representations.  Section 3 is hereby amended by adding the
following additional subsections:

     

    “(g)           Eligible Contract
Participant.  (a) It is an “eligible
contract participant” as defined in the Commodity Exchange Act, as amended by
the Commodity Futures Modernization Act of 2000, (b) this Agreement and
each Transaction is subject to individual negotiation by each party and
(c) neither this Agreement nor any Transaction will be executed or traded
on a “trading facility” within the meaning of Section 1a(33) of the Commodity
Exchange Act, as amended.

     

    (h)           Line of
Business.  It has entered into this Agreement (including each
Transaction evidenced hereby) in conjunction with its line of business
(including financial intermediation services) or the financing of its
business.

     

    (i)           No
Agency.  It is entering into this Agreement, any Credit Support
Document to which it is a party, each Transaction and any other documentation
relating to this Agreement or any Transaction as principal (and not as agent or
in any other capacity, fiduciary or otherwise).”

     

    In
addition, the parties each represent that:

     

    No Reliance.  Each
party represents to the other party (which representation will be deemed to be
repeated by each party on each date on which a Transaction is entered into or
amended, extended or otherwise modified) that: (1) it is acting for its own
account and has made its own independent decisions to enter into this Agreement
and any Transaction hereunder and as to whether this Agreement and any
Transaction hereunder is appropriate or proper for it based on its own judgment
and upon advice from such advisors as it has deemed necessary; (2) it is not
relying on any communication (written or oral) of the other party as investment
advice or as a recommendation to enter into this Agreement or any Transaction
hereunder, it being understood that information and explanations related to the
terms and conditions of this Agreement and any Transaction hereunder shall not
be considered investment advice or a recommendation to enter into this Agreement
or any Transaction hereunder; (3) no communication (written or oral) received
from the other party shall be deemed to be an assurance or guarantee as to the
expected results of any Transaction hereunder; and (4) it is capable of
evaluating and understanding (on its own behalf or through independent
professional advice), and understands and accepts, the terms, conditions and
risks of that Transaction; and (5) it is capable of assuming, and assumes, the
financial and other risks of that Transaction.

     

    


    
      
        
           


        

        
          11

          
            

          

        

        
           


        

      

    

    


    In
addition, Party B represents that:

     

    ERISA.  It: (1) is
not, does not constitute part of and is not using as a source of funds for any
Transaction any assets of (x) an “employee benefit plan” within the meaning of
Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended
(“ERISA”), subject to Title I of ERISA, (y) a “plan” within the meaning of
Section 4975 of the Internal Revenue Code of 1986, as amended (the “Tax Code”),
subject to Section 4975 of the Tax Code, or (z) a “governmental plan” or a
“church plan” as defined in Sections 3(32) and 3(33) of ERISA, respectively,
subject to federal, state, local or other laws substantially similar to Title I
of ERISA or Section 4975 of the Tax Code (“Similar Laws”) (any such “employee
benefit plan” or “plan,” a “Plan”); (2) is not, as to this Agreement and any
Credit Support Document (as applicable), a “fiduciary” to a Plan within the
meaning of Section 3(21) of ERISA, Section 4975(d)(3) of the Tax Code or similar
provisions under Similar Laws; and (3) is not handling, managing or controlling
“plan assets” within the meaning of 29 C.F.R. 2510.3-101 (or similar provisions
under Similar Laws) with respect to any Transaction.  It is not, and
is not controlled by, an “investment company” within the meaning of, and is not
required to register as an “investment company” under, the Investment Company
Act of 1940, as amended.

     

    (d)         
Method of
Notice.  Section 12(a)(ii) of this Agreement is deleted in its
entirety.

     

    (e)         
Set-off.

     

        (i) All
payments under this Agreement shall be made without set-off or counterclaim,
except as expressly provided for in Section 2(c), Section 6 (subject to Part
5(e)(ii) below) or Paragraph 8 of the Credit Support Annex.

     

        (ii) Section
6(e) shall be amended by the deletion of the following sentence: “The amount, if
any, payable in respect of an Early Termination Date and determined pursuant to
this Section will be subject to any Set-off.”

     

    (f)      
Consent to
Recording.  The parties agree that each party may
electronically record all telephonic conversations between marketing and trading
personnel in connection with this Agreement.  Each party agrees to
obtain any necessary consent of, and give any necessary notice of such
recording, to, its relevant personnel.

     

    (g)      
Waiver
of Jury Trial.  EACH PARTY HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT
TO TRIAL BY JURY WITH RESPECT TO ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING
TO THIS AGREEMENT, ANY CREDIT SUPPORT DOCUMENT OR ANY TRANSACTION CONTEMPLATED
HEREBY.

     

    (h)      
Additional
Acknowledgments and Agreements of the Parties.

     

        (i) No Amendment without Prior
Confirmation by Rating Agencies.  Section 9(b) of this
Agreement is hereby amended by adding the following immediately before the
period at the end thereof:  “, and unless each Rating Agency confirms
in writing that such amendment will not cause the reduction, suspension or
withdrawal of the then-current rating of the Class A-3 Certificates, unless such
amendment clarifies any term or provision, corrects any inconsistency, cures any
ambiguity, or corrects any typographical error in this Agreement (in which case
written copies of such proposed amendment will be provided to the Rating
Agencies prior to the effectiveness of such amendment).”

     

    


    
      
        
           


        

        
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    (ii) Consent by Party A to Amendments to
Certain Documents.  Before any amendment or supplement is made
to the Pooling and Servicing Agreement and/or any other Transaction Document
that would adversely affect any of Party A’s rights or obligations under this
Agreement, the Pooling and Servicing Agreement or such Transaction Document, or
impair the ability of Party B to fully perform any of Party B’s obligations
under this Agreement, the Pooling and Servicing Agreement or such Transaction
Document, Party B shall (x) provide Party A with a copy of the proposed
amendment or supplement and shall obtain the written consent of Party A (which
consent shall not be unreasonably withheld) to such amendment or supplement
prior to its adoption, (y) obtain Rating Agency Confirmation (if otherwise
required under the Pooling and Servicing Agreement or other applicable
Transaction Document), and (z) if applicable, provide to Party A a copy of each
such Rating Agency Confirmation promptly after receipt thereof from the relevant
Rating Agency.  For the avoidance of doubt, any Transaction Document
may be amended, supplemented or otherwise modified in accordance with the terms
thereof without the consent of Party A to cure any typographical error or
ambiguity, provided that such
actions shall not adversely affect in any respects the interests of Party
A.

     

    (i)      
Transfers.

     

        (i) Except as
provided in Section 6(b)(ii) and Part 5(i)(ii) below, and except for transfers
authorized by Section 7(b), Party A may not transfer (whether by way of security
or otherwise) any interest or obligation in or under this Agreement without the
prior written consent of Party B.  Party A shall provide prior written
notice to each Rating Agency of any transfer made by it pursuant to Section
6(b)(ii) or Section 7(b).

     

        (ii) Subject
to giving prior written notification to Party B and Moody’s and receipt of
Rating Agency Confirmation from S&P, Party A may (at its own expense)
transfer its rights and obligations with respect to this Agreement to any other
entity (a “Transferee”)
that is an Eligible Replacement, provided that (A) the
Transferee contracts with Party B on terms that (I) are identical to the terms
of this Agreement in respect of any obligation (whether absolute or contingent)
to make payment or delivery after the effective date of such transfer; and (II)
insofar as they do not relate to payment or delivery obligations, are, in all
material respects, no less beneficial for Party B than the terms of this
Agreement immediately before such transfer and (B) unless such transfer is
effected at a time when an S&P Collateralization Event, an S&P
Substitution Event or a Moody’s First Trigger Event has occurred and is
continuing, Party B has determined that the condition in sub-paragraph (A)(II)
above is satisfied.

     

        (iii) In making
any determination for the purpose of sub-paragraph (ii)(B) above, Party B shall
act in a commercially reasonable manner.

     

        (iv) If an
entity has made a Firm Offer (which remains capable of becoming legally binding
upon acceptance) to be the transferee of a transfer to be made in accordance
with (ii) above, Party B shall (at Party A’s expense) at Party A’s written
request, take any reasonable steps required to be taken by it to effect such
transfer.

     

        (v) Following
a transfer in accordance with Part 5(i)(ii), all references to Party A shall be
deemed to be references to the Transferee.

     

    (j)      
Downgrades of Party
A.

     

    (A)           S&P Collateralization
Events.  If an S&P Collateralization Event occurs with
respect to each Relevant Entity, Party A shall at its sole expense post
Eligible Collateral

     

    


    
      
        
           


        

        
          13

          
            

          

        

        
           


        

      

    

    


    for the
benefit of Party B in the amount, at the times and on the terms then applicable
under the Credit Support Annex. At any time following an S&P
Collateralization Event, if Party A elects, Party A may assign its
rights and obligations under all Transactions to an Eligible Replacement in
accordance with Part 5(i)(ii) above; provided that
(A) no termination payments or other settlement amounts are payable by
Party B to either Party A or the Transferee at the time of or as a
result of such assignment by Party A and (B) any termination payments
or other settlement amounts are to be settled directly between Party A and
the Transferee.  Alternatively, Party A may elect to obtain for the
benefit of Party B an Eligible Guarantee of all of Party A’s obligations under
this Agreement; provided that the
guarantor must satisfy the Hedge Counterparty Ratings
Requirement.  Upon the successful consummation of any assignment to a
Transferee or the delivery of an Eligible Guarantee as contemplated in this Part
5(j)(A), any obligation of Party A to post and maintain collateral under the
Credit Support Annex in respect of such S&P Collateralization Event shall
terminate and (except to the extent that Party A then remains obligated to post
collateral under the Credit Support Annex other than in respect of such S&P
Collateralization Event) Party B shall release its security interest in,
and return to Party A, any then-posted collateral (it being understood that
until such time, if any, as Party A completes the assignment of its rights and
obligations hereunder to an Eligible Replacement or procures an Eligible
Guarantee of such obligations, Party A shall remain obligated to post Eligible
Collateral in respect of such S&P Collateralization Event to the extent, at
the times and on the terms required by the Credit Support Annex).

     

    (B)           S&P Substitution
Events.  If an S&P Substitution Event occurs with respect
to each Relevant Entity, Party A shall at its sole expense (a) not later
than the tenth Local Business Day after the occurrence of such S&P
Substitution Event, post Eligible Collateral for the benefit of Party B in the
amount and on the terms then applicable under the Credit Support Annex, and (b)
use commercially reasonable efforts to, within 60 calendar days of the
occurrence of such S&P Substitution Event, either (1) assign its rights and
obligations under all Transactions to an Eligible Replacement in accordance with
Part 5(i)(ii) above, provided that
(A) no termination payments or other settlement amounts are payable by
Party B to either Party A or the Transferee at the time of or as a
result of such assignment by Party A and (B) any termination payments
or other settlement amounts are to be settled directly between Party A and
the Transferee; or (2) procure an Eligible Guarantee of Party A’s obligations
hereunder by a guarantor that satisfies the Hedge Counterparty Ratings
Requirement.  Upon the successful consummation of any assignment to a
Transferee or the delivery of any Eligible Guarantee as contemplated in this
Part 5(j)(B), any obligation of Party A to post and maintain collateral
under the Credit Support Annex in respect of such S&P Substitution Event
shall terminate and (except to the extent that Party A then remains obligated to
post collateral under the Credit Support Annex other than in respect of such
S&P Substitution Event) Party B shall release its security interest in,
and return to Party A, any then-posted collateral.

     

    (C)           Moody’s Second Trigger
Events.  If a Moody’s Second Trigger Event has occurred and is
continuing, Party A shall at its own cost use commercially reasonable efforts
to, as soon as reasonably practicable, either (x) procure an Eligible Guarantee
in respect of all of Party A’s present and future obligations under this
Agreement from a guarantor that has the Moody’s Required Hedge Ratings, or (y)
effect a transfer of its rights and obligations under this Agreement to an
Eligible Replacement in accordance with Part 5(i)(ii) above.

     

    


    
      
        
           


        

        
          14

          
            

          

        

        
           


        

      

    

    


    


     

    (k)      
USA PATRIOT Act
Notice.  Party A hereby notifies Party B that
pursuant to the requirements of the USA Patriot Act (Title III of
Pub.  L. 107-56 (signed into law October 26, 2001)) (the “Act”), it is required to
obtain, verify and record information that identifies Party B, which
information includes the name and address of Party B and other information
that will allow Party A to identify Party B in accordance with the
Act.

     

    (l)      
Non-Petition.  Party A
agrees that it will not, prior to at least one year and one day (or if longer,
the applicable preference period then in effect plus one day) following the
payment in full of the Certificates issued pursuant to the Pooling and Servicing
Agreement and the expiration of all applicable preference periods under the laws
of the United States relating to any such payment, acquiesce, petition or
otherwise invoke or cause Party B or the Banc of America Funding 2007-6
Trust (the “Issuing Entity”) to invoke the process of any governmental authority
for the purpose of commencing or sustaining a case (whether voluntary or
involuntary) against Party B or the Issuing Entity under any bankruptcy,
insolvency or similar law or appointing a receiver, liquidator, assignee,
trustee, custodian, sequestrator or other similar official of Party B or
the Issuing Entity or any substantial part of the property of Party B or the
Issuing Entity or ordering the winding-up or liquidation of the affairs of
Party B or the Issuing Entity.  Nothing herein shall prevent
Party A from participating in any such proceeding once commenced; provided that
this provision shall not restrict or prohibit Party A from joining any other
person, including, without limitation, the Trustee, or from asserting or
exercising its rights, in any bankruptcy, reorganization, arrangement,
insolvency, moratorium or liquidation proceedings commenced by any Person other
than Party A or its affiliates or other analogous proceedings already commenced
under applicable laws.  This Part 5(l) shall survive any termination
of this Agreement.

     

    (m)      
[Reserved].

     

    (n)      
Jurisdiction.  Section
13(b) of this Agreement is hereby amended by: (i) deleting the word “non-” in
the second line of subparagraph (i) thereof; and (ii) adding the words “except
as necessary to pursue enforcement of the judgment of any such court in other
jurisdictions” to the last line of subparagraph (i) thereof immediately prior to
“; and.”

     

    (o)      
Delivery of
Confirmations. For each Transaction
entered into hereunder, Party A shall promptly send to Party B a
Confirmation (which may be via facsimile transmission).  Party B
agrees to respond to such Confirmation within two Local Business Days, either
confirming agreement thereto or requesting a correction of any error(s)
contained therein.  Failure by Party A to send a Confirmation or
of Party B to respond within such period shall not affect the validity or
enforceability of such Transaction.  Absent manifest error, there
shall be a presumption that the terms contained in such Confirmation are the
terms of the Transaction.

     

    (p)      
Certain
Definitions.

     

    “Eligible Guarantee” means an
unconditional and irrevocable guarantee that is satisfactory to S&P (as
evidenced by receipt of Rating Agency Confirmation from S&P) and is provided
by a guarantor as principal debtor rather than surety and is directly
enforceable by Party B, where either (A) a law firm has given a legal opinion
confirming that none of the guarantor’s payments to Party B under such guarantee
will be subject to withholding for Tax and such opinion has been disclosed to
Moody’s, (B) such guarantee provides that, in the event that any of such
guarantor’s payments to Party B are subject to withholding for Tax, such
guarantor is required to pay such additional amount as is necessary to ensure
that the net amount actually received by Party B (free and clear of any
withholding tax) will equal the full amount Party B would have received had no
such withholding been required, or (C) in the event that any payment under such
guarantee is

     

    


    
      
        
           


        

        
          15

          
            

          

        

        
           


        

      

    

    


    made net
of deduction or withholding for Tax, Party A is required, under Section 2(a)(i),
to make such additional payment as is necessary to ensure that the net amount
actually received by Party B from the guarantor will equal the full amount Party
B would have received had no such deduction or withholding been
required.

     

    “Eligible Replacement” means an
entity that could lawfully perform the obligations owing to Party B under this
Agreement (i) that (A) has the Moody’s Required Hedge Ratings and
(B) satisfies the Hedge Counterparty Ratings Requirement, or (ii) whose
present and future obligations owing to Party B are guaranteed pursuant to an
Eligible Guarantee provided by a guarantor that (A) has the Moody’s Required
Hedge Ratings and (B) satisfies the Hedge Counterparty Ratings
Requirement.

     

    “Financial Institution” means
any bank, broker-dealer, insurance company, derivative products company or
structured investment vehicle; provided that if any transferee of Party A’s
obligations hereunder is an unrated subsidiary of a rated bank, broker-dealer or
insurance company, which subsidiary is deemed by S&P (as evidenced by
receipt of Rating Agency Confirmation from S&P) to be core or strategically
important to the business of such rated bank, broker-dealer or insurance
company, then, notwithstanding any provision of this Agreement to the contrary,
the group parent of such transferee shall be deemed to be a “Relevant Entity”
for purposes of the definitions of “Hedge Counterparty Ratings Requirement,”
“S&P Collateralization Event” and “S&P Substitution Event.”

     

    “Firm Offer” means an offer
which, when made, was capable of becoming legally binding upon
acceptance.

     

    “Hedge Counterparty Ratings
Requirement” is satisfied by a Relevant Entity (i) if such entity is not
a Financial Institution, it has a short-term rating from S&P of at least
“A-1” or, if such entity does not have a short-term rating from S&P, a
long-term rating from S&P of at least “A+” or (ii) if such entity is a
Financial Institution, it has a short-term rating from S&P of at least “A-2”
(or, if such entity does not have a short-term rating from S&P, a long-term
rating from S&P of at least “BBB+”)  (it being understood that any
Relevant Entity that is a Financial Institution, and whose short-term rating
from S&P is “A-2” or, if it does not have a short-term rating from S&P,
whose long-term rating from S&P is “BBB+”, “A-” or “A”, shall be deemed to
be subject to an S&P Collateralization Event).

     

    “Moody’s First Trigger Event”
means, at any time when the Class A-3 Certificates are outstanding and rated by
Moody’s but a Moody’s Second Trigger Event has not occurred, that no Relevant
Entity satisfies the Moody’s First Trigger Required Ratings.

     

    “Moody’s First Trigger Required Ratings” are
satisfied by an entity (x) where such entity is the subject of a Moody’s
Short-Term Rating, if such rating is “Prime-1” and its long-term, unsecured and
unsubordinated debt obligations are rated “A2” or above by Moody’s, and (y)
where such entity is not the subject of a Moody’s Short-Term Rating, if its
long-term, unsecured and unsubordinated debt obligations are rated “A1” or above
by Moody’s.

     

    “Moody’s Required Hedge
Ratings” means the Moody’s First Trigger Required Ratings or the Moody’s
Second Trigger Required Ratings.

     

    


    
      
        
           


        

        
          16

          
            

          

        

        
           


        

      

    

    


    “Moody’s Second Trigger Event”
means, at any time when the Class A-3 Certificates are outstanding and rated by
Moody’s, that no Relevant Entity satisfies the Moody’s Second Trigger Required
Ratings.

     

    “Moody’s Second Trigger Required
Ratings” are satisfied by the entity (x) where such entity is the
subject of a Moody’s Short-Term Rating, if such rating is “Prime-2” or above and
its long-term, unsecured and unsubordinated debt obligations are rated “A3” or
above by Moody’s, and (y) where such entity is not the subject of a Moody’s
Short-Term Rating, if its long-term, unsecured and unsubordinated debt
obligations are rated “A3” or above by Moody’s.

     

    “Moody’s Short-Term Rating”
means a rating assigned by Moody’s under its short-term rating scale in respect
of an entity’s short-term, unsecured and unsubordinated debt
obligations.

     

    “Rating Agency Confirmation”
means with respect to any specified action or determination, receipt by Party B
of written confirmation from each Rating Agency, for so long as the Class A-3
Certificates are outstanding and rated by either Rating Agency, that such
specified action or determination will not cause such Rating Agency to reduce or
withdraw its rating of the Class A-3 Certificates.

     

    “Relevant Entity” or “Relevant
Entities” means Party A and (if applicable) any guarantor under an Eligible
Guarantee in respect of all of Party A’s present and future obligations under
this Agreement.

     

    An “S&P Collateralization
Event” is deemed to occur  with respect to a Relevant Entity if
(i) no S&P Substitution Event has occurred with respect to each Relevant
Entity, (ii) such Relevant Entity is a Financial Institution, (iii) any of the
Class A-3 Certificates are Outstanding and rated by S&P, and (iv) the
short-term rating of such Relevant Entity from S&P is below “A-1” or, if
such Relevant Entity does not have a short-term rating from S&P, the
long-term rating of such Relevant Entity from S&P is below
“A+.”

     

    An “S&P Substitution Event” is
deemed to occur if, at any time in respect of a Relevant Entity when the Class
A-3 Certificates are Outstanding and rated by S&P, the short-term rating of
such Relevant Entity from S&P is withdrawn, suspended or downgraded below
“A-1” (if such Relevant Entity is not a Financial Institution) or below “A-2”
(if such Relevant Entity is a Financial Institution) or, if no such short-term
rating exists, if the long-term rating of such Relevant Entity from S&P is
withdrawn, suspended or downgraded below “A+” (if such Relevant Entity is not a
Financial Institution) or below “BBB+” (if such Relevant Entity is a Financial
Institution).

     

    “Transaction Documents” shall
mean the Pooling and Servicing Agreement and the Servicing
Agreements.

     

    (q)         
Safe Harbors.  Each
party to this Agreement acknowledges that:

     

    
      	
               
      

            	
              (i)

            	
              This
      Agreement, including any Credit Support Document, is a “master netting
      agreement” and a “swap agreement” as defined in the U.S. Bankruptcy Code
      (the “Code”), a
      “netting contract” as defined in Section 402 of the Federal Deposit
      Insurance Corporation Improvement Act of 1991, as amended (“FDICIA”) and
      a

            


    

     

    


    
      
        
           


        

        
          17

          
            

          

        

        
           


        

      

    

    


    “swap
agreement” as defined in Section 11(e)(8)(D) of the Federal Deposit Insurance
Act, as amended (“FDIA”);

     

    
      	
               
      

            	
              (ii)

            	
              Party
      A is a “master netting agreement participant,” a “financial institution,”
      a “financial participant” and a “swap participant” as defined in the Code,
      and a “financial institution” as defined in Section 402 of
      FDICIA;

            


    

     

    
      	
               
      

            	
              (iii)

            	
              The
      rights provided to Party A herein, and in any Credit Support Document, are
      rights protected by Section 560, Section 561, Sections 362(b)(17) and
      (27), and Section 362(o) of the Code, Sections 403 through 405 of FDICIA
      and Section 11(e)(8)(A) of FDIA;

            


    

     

    
      	
               
      

            	
              (iv)

            	
              All
      transfers of cash, securities or other property under or in connection
      with this Agreement, any Credit Support Document or any Transaction
      hereunder are transfers protected by Sections 546(e), (f), (g) and (j) of
      the Code, Section 11(e)(8)(C) of FDIA, and Sections 403(f) and 404(h) of
      FDICIA; and

            


    

     

    
      	
               
      

            	
              (v)

            	
              All
      obligations under or in connection with this Agreement, any Credit Support
      Document or any Transaction hereunder represent obligations in respect
      of  “termination values”, “payment amounts” or “transfer
      obligations” within the meaning of the Code and
  FDIA.

            


    

     

    (t)         
Tax. Notwithstanding the
definition of “Indemnifiable Tax” in Section 14 of this Agreement, in relation
to payments by Party A, any Tax shall be an Indemnifiable Tax and, in relation
to payments by Party B, no Tax shall be an Indemnifiable Tax.

     

    (u)         Rating Agency
Notifications.  Notwithstanding any other provision of this
Agreement, this Agreement shall not be amended, no Early Termination Date shall
be effectively designated by Party B, and no transfer of any rights or
obligations under this Agreement shall be made, unless Moody’s and S&P have
been given prior written notice of such amendment, designation or
transfer.

     

                 
(v)         Severability.  If
any term, provision, covenant, or condition of this Agreement, or the
application thereof to any party or circumstance, shall be held to be invalid or
unenforceable (in whole or in part) for any reason, the remaining terms,
provisions, covenants, and conditions hereof shall continue in full force and
effect as if this Agreement had been executed with the invalid or unenforceable
portion eliminated, so long as this Agreement as so modified continues to
express, without material change, the original intentions of the parties as to
the subject matter of this Agreement and the deletion of such portion of this
Agreement will not substantially impair the respective benefits or expectations
of the parties to the Agreement; provided, however, that this
severability provision shall not be applicable if any provision of Section 2, 5,
6, or 13 (or any definition or provision in Section 14 to the extent it relates
to, or is used in or in connection with, any such Section) shall be so held to
be invalid or unenforceable.

     

    (w)         Limitation of Supplemental Interest
Trust Trustee’s Liability.  It is expressly understood and
agreed by the parties hereto that insofar as this Agreement or the Confirmation
is executed by Citibank, N.A., (i) the same is executed and delivered by it not
in its individual capacity but solely as Supplemental Interest Trust Trustee
under (and as defined in) the Pooling and Servicing Agreement, in the exercise
of the powers and authority conferred upon and vested in it thereunder and
pursuant to instructions set forth herein, (ii) each of the representations,
undertakings and other agreements herein made on behalf of Party B is made and
intended not as a personal representation, undertaking or agreement of Citibank,
N.A., but is made and intended solely for the purpose of binding only Party B,
and (iii) under no circumstances shall Citibank, N.A., in its individual
capacity, be

     

    


    
      
        
           


        

        
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    personally
liable for the payment of any indebtedness or expenses or be personally liable
for the breach or failure of any obligation, representation, warranty, covenant
or other agreement made or undertaken by it on behalf of Party B under this
Agreement or any Confirmation hereunder. Notwithstanding the foregoing (or
anything to the contrary herein), Citibank, N.A. shall be liable for its own
fraud, negligence, willful misconduct and/or bad faith.

     

    (x)           Compliance with Regulation
AB.   In connection with the Pooling and Servicing
Agreement, Party B represents that this Agreement is a derivative instrument as
described in Item 1115 of Regulation AB under the Securities Act of 1933 and the
Securities Exchange Act of 1934, as amended (“Regulation AB”), and not a
credit support contract described in Item 1114 of Regulation AB.

     

    (i) In
accordance with Regulation AB, Party A represents that: (i) the name of the
derivative counterparty is Bank of America, N.A.; (ii) the organizational form
of the derivative counterparty is a national banking association organized under
the laws of the United States; and (iii) the general character of the business
of the derivative counterparty is to be engaged in a general consumer banking,
commercial banking and trust business, offering a wide range of commercial,
corporate, international, financial market, retail and fiduciary banking
services.

     

    (ii) Party A
has been advised that the Depositor and the Issuing Entity are required under
Regulation AB to disclose certain financial information regarding Party A
depending on the applicable “significance percentage” of this Agreement, as
calculated from time to time in accordance with Item 1115 of Regulation AB (as
discussed in the Pooling and Servicing Agreement).  Party A has been
advised by the Sponsor that the applicable “significance percentage” of this
Agreement is less than 10% as of the date of initial issuance of the
Certificates, and accordingly, no financial information regarding Party A need
be disclosed as of such date in accordance with Item 1115 of Regulation
AB.

     

    (iii) If
required, Party A shall provide to the Securities Administrator the applicable
financial information described under Item 1115(b)(1) or (b)(2), as applicable,
of Regulation AB, including agreed upon procedures letters and related consents
of certified public accountants with respect thereto (the “Reg AB Information”) within
five (5) Local Business Days of receipt of a written request for such Reg AB
Information by Party B (the “Response Period”), so long as
the Depositor has reasonably determined, in good faith, that such information is
required under Regulation AB; provided, however, that if
Party A, in good faith, determines that it is unable to provide the Reg AB
Information within the Response Period, then, subject to the Rating Agency
Condition, Party A shall use reasonable efforts to cause a Reg AB Approved
Entity (as defined below) to replace Party A as party to this Agreement in
accordance with Part 5(i)(ii) and provide the required Reg AB Information prior
to the expiration of the Response Period; and provided, further, that if
Party A makes such determination and is not able to cause such a replacement, an
Additional Termination Event shall occur, as to which Party A shall be the sole
Affected Party.

     

    (iv) “Reg AB Approved Entity” means
any Eligible Replacement that has the ability to provide the Reg AB
Information.  If Party B requests (in writing) the Reg AB Information
from Party A, then Party B shall promptly (and in any event within two (2) Local
Business Days of the date of the request for the Reg AB Information) provide
Party A with a written explanation of how the significance percentage was
calculated.

     

    


     

    [Signature
Page Follows]

     

    


    
      
        
           


        

        
          19

          
            

          

        

        
           


        

      

    

    


    IN WITNESS WHEREOF, the
parties have executed this Schedule by their duly authorized officers as of the
date hereof.

     

    
      	
              BANK
      OF AMERICA, N.A.

            	
              BANC
      OF AMERICA FUNDING CORPORATION 2007-6 SUPPLEMENTAL INTEREST TRUST, by
      Citibank, N.A., not in its individual capacity, but solely as Supplemental
      Interest Trust Trustee

            
	
              ______________________________

            	
              ______________________________

            
	
              Name:

            	
              Name:

            
	
              Title:

            	
              Title:

            


    

    


    


    


    
      
        
           


        

        
          20

          
            

          

        

        
           


        

      

    

    
 

    (Unilateral
Form)                                                                (ISDA Agreements
Subject to New York Law Only)

    


    ISDA®

    International
Swaps and Derivatives Association, Inc.

    


    CREDIT
SUPPORT ANNEX

     

    to the
Schedule to the

    


    MASTER
AGREEMENT

    


    


    
      	
              dated
      as of

            	
              July
      31, 2007

            


    

    


     

    between

    


    
      	
              BANK
      OF AMERICA, N.A.

            	
              and

            	
              BANC
      OF AMERICA FUNDING CORPORATION 2007-6 SUPPLEMENTAL INTEREST TRUST, BY
      CITIBANK, N.A., NOT IN ITS INDIVIDUAL CAPACITY, BUT SOLELY AS SUPPLEMENTAL
      INTEREST TRUST TRUSTEE

            
	
              (“Party
      A”)

            	 
      	
              (“Party
      B”)

            


    

    


    


    This
Annex supplements, forms part of, and is subject to, the above-referenced
Agreement, is part of its Schedule and is a Credit Support Document under this
Agreement with respect to each party.

    


    Accordingly,
the parties agree as follows:

    


    Paragraph
1.  Interpretation

    


    
      	
              (a)

            	
              Definitions
      and Inconsistency.  Capitalized terms not otherwise
      defined herein or elsewhere in this Agreement have the meanings specified
      pursuant to Paragraph 12, and all references in this Annex to Paragraphs
      are to Paragraphs of this Annex.  In the event of any
      inconsistency between this Annex and the other provisions of this
      Schedule, this Annex will prevail, and in the event of any inconsistency
      between Paragraph 13 and the other provisions of this Annex, Paragraph 13
      will prevail.

            


    

     

    
      	
              (b)

            	
              Secured
      Party and Pledgor.  All references in this Annex to the
      “Secured Party” will be to either party when acting in that capacity and
      all corresponding references to the “Pledgor” will be to the other party
      when acting in that capacity; provided, however, that
      if Other Posted Support is held by a party to this Annex, all references
      herein to that party as the Secured Party with respect to that Other
      Posted Support will be to that party as the beneficiary thereof and will
      not subject that support

            


    

    


    
      
        
           


        

        
          1

          
            

          

        

        
           


        

      

    

    


    or that
party as the beneficiary thereof to provisions of law generally relating to
security interests and secured parties.

    


    Paragraph
2.  Security Interest

    


    Each
party, as the Pledgor, hereby pledges to the other party, as the Secured Party,
as security for its Obligations, and grants to the Secured Party a first
priority continuing security interest in, lien on and right of Set-off against
all Posted Collateral Transferred to or received by the Secured Party
hereunder.  Upon the Transfer by the Secured Party to the Pledgor of
Posted Collateral, the security interest and lien granted hereunder on that
Posted Collateral will be released immediately and, to the extent possible,
without any further action by either party.

    


    Paragraph
3.  Credit Support Obligations

    


    
      	
              (a)

            	
              Delivery
      Amount.  Subject to Paragraphs 4 and 5, upon a demand
      made by the Secured Party on or promptly following a Valuation Date, if
      the Delivery Amount for that Valuation Date equals or exceeds the
      Pledgor’s Minimum Transfer Amount, then the Pledgor will Transfer to the
      Secured Party Eligible Credit Support having a Value as of the date of
      Transfer at least equal to the applicable Delivery Amount (rounded
      pursuant to Paragraph 13).  Unless otherwise specified in
      Paragraph 13, the “Delivery
      Amount” applicable to the Pledgor for any Valuation Date will equal
      the amount by which:

            


    

    


    (i)           the
Credit Support Amount

    


    
      	
               
      

            	
              exceeds

            


    

    


    
      	
            	
              (ii)

            	
              the
      Value as of that Valuation Date of all Posted Credit Support held by the
      Secured Party.

            


    

    


    
      	
              (b)

            	
              Return
      Amount.  Subject to Paragraphs 4 and 5, upon a demand
      made by the Pledgor on or promptly following a Valuation Date, if the
      Return Amount for that Valuation Date equals or exceeds the Secured
      Party’s Minimum Transfer Amount, then the Secured Party will Transfer to
      the Pledgor Posted Credit Support specified by the Pledgor in that demand
      having a Value as of the date of Transfer as close as practicable to the
      applicable Return Amount (rounded pursuant to Paragraph
      13).  Unless otherwise specified in Paragraph 13, the “Return
      Amount” applicable to the Secured Party for any Valuation Date will
      equal the amount by which:

            


    

    


    (i)           the
Value as of that Valuation Date of all Posted Credit Support held by the Secured
Party

    


    
      	
               
      

            	
              exceeds

            


    

    


    
      	
               
      

            	
              (ii)

            	
              the
      Credit Support Amount.

            


    

    


    “Credit Support
Amount” means, unless otherwise specified in Paragraph 13, for any
Valuation Date (i) the Secured Party’s Exposure for that Valuation Date plus
(ii) the aggregate of all Independent Amounts applicable to the Pledgor, if any,
minus (iii) all Independent Amounts applicable to the Secured Party, if any,
minus (iv) the Pledgor’s Threshold; provided, however, that the
Credit Support Amount will be deemed to be zero whenever the calculation of
Credit Support Amount yields a number less than zero.

    


    Paragraph
4.  Conditions Precedent, Transfer Timing, Calculations and
Substitutions

    


    
      
        
           


        

        
          2

          
            

          

        

        
           


        

      

    

    


    


    
      	
              (a)

            	
              Conditions
      Precedent.  Each Transfer obligation of the Pledgor under
      Paragraphs 3 and 5 and of the Secured Party under Paragraphs 3, 4(d)(ii),
      5 and 6(d) is subject to the conditions precedent
  that:

            


    

    


    
      	
               
      

            	
              (i)

            	
              no
      Event of Default, Potential Event of Default or Specified Condition has
      occurred and is continuing with respect to the other party;
      and

            


    

    


    
      	
               
      

            	
              (ii)

            	
              no
      Early Termination Date for which any unsatisfied payment obligations exist
      has occurred or been designated as the result of an Event of Default or
      Specified Condition with respect to the other
  party.

            


    

    


    
      	
              (b)

            	
              Transfer
      Timing.  Subject to Paragraphs 4(a) and 5 and unless
      otherwise specified, if a demand for the Transfer of Eligible Credit
      Support or Posted Credit Support is made by the Notification Time, then
      the relevant Transfer will be made not later than the close of business on
      the next Local Business Day; if a demand is made after the Notification
      Time, then the relevant Transfer will be made not later than the close of
      business on the second Local Business Day
  thereafter.

            


    

    


    
      	
              (c)

            	
              Calculations.  All
      calculations of Value and Exposure for purposes of Paragraphs 3 and 6(d)
      will be made by the Valuation Agent as of the Valuation
      Time.  The Valuation Agent will notify each party (or the other
      party, if the Valuation Agent is a party) of its calculations not later
      than the Notification Time on the Local Business Day following the
      applicable Valuation Date (or in the case of Paragraph 6(d), following the
      date of calculation).

            


    

    


    (d)           Substitutions.

    


    
      	
               
      

            	
              (i)

            	
              Unless
      otherwise specified in Paragraph 13, upon notice to the Secured Party
      specifying the items of Posted Credit Support to be exchanged, the Pledgor
      may, on any Local Business Day, Transfer to the Secured Party substitute
      Eligible Credit Support (the “Substitute Credit Support”);
    and

            


    

    


    
      	
               
      

            	
              (ii)

            	
              subject
      to Paragraph 4(a), the Secured Party will Transfer to the Pledgor the
      items of Posted Credit Support specified by the Pledgor in its notice not
      later than the Local Business Day following the date on which the Secured
      Party receives the Substitute Credit Support, unless otherwise specified
      in Paragraph 13 (the “Substitution Date”); provided that the
      Secured Party only will be obligated to Transfer Posted Credit Support
      with a Value as of the date of Transfer of that Posted Credit Support
      equal to the Value as of that date of the Substitute Credit
      Support.

            


    

    


    Paragraph
5.  Dispute Resolution

    


    If a
party (a “Disputing Party”) disputes (I) the Valuation Agent’s calculation of a
Delivery Amount or a Return Amount or (II) the Value of any Transfer of Eligible
Credit Support or Posted Credit Support, then (1) the Disputing Party will
notify the other party and the Valuation Agent and the other party (if the
Valuation Agent is not the other party) not later than the close of business on
the Local Business Day following (X) the date that the demand is made under
Paragraph 3 in the case of (I) above or (Y) the date of Transfer in the case of
(II) above, (2) subject to Paragraph 4(a), the appropriate party will Transfer
the undisputed amount to the other party not later than the close of business on
the Local Business Day following (X) the date that the demand is made under
Paragraph 3 in the case of (I) above or (Y) the date of Transfer in the case of
(II) above, (3) the parties will consult with each other in an attempt to
resolve the dispute and (4) if they fail to resolve the dispute by the
Resolution Time, then:

    


    
      
        
           


        

        
          3

          
            

          

        

        
           


        

      

    

    


    


    
      	
               
      

            	
              (i)

            	
              In
      the case of a dispute involving a Delivery Amount or Return Amount, unless
      otherwise specified in Paragraph 13, the Valuation Agent will recalculate
      the Exposure and the Value as of the Recalculation Date
  by:

            


    

    


    
      	
               
      

            	
              (A)

            	
              utilizing
      any calculations of Exposure for the Transactions (or Swap Transactions)
      that the parties have agreed are not in
dispute;

            


    

    


    
      	
               
      

            	
              (B)

            	
              calculating
      the Exposure for the Transactions (or Swap Transactions) in dispute by
      seeking four actual quotations at mid-market from Reference Market-makers
      for purposes of calculating Market Quotation, and taking the arithmetic
      average of those obtained; provided that if four
      quotations are not available for a particular Transaction (or Swap
      Transaction), then fewer than four quotations may be used for that
      Transaction (or Swap Transaction); and if no quotations are available for
      a particular Transaction (or Swap Transaction), then the Valuation Agent’s
      original calculations will be used for that Transaction (or Swap
      Transaction); and

            


    

    


    
      	
               
      

            	
              (C)

            	
              utilizing
      the procedures specified in Paragraph 13 for calculating the Value, if
      disputed, of Posted Credit Support.

            


    

    


    
      	
               
      

            	
              (ii)

            	
              In
      the case of a dispute involving the Value of any Transfer of Eligible
      Credit Support or Posted Credit Support, the Valuation Agent will
      recalculate the Value as of the date of Transfer pursuant to Paragraph
      13.

            


    

    


    Following
a recalculation pursuant to this Paragraph, the Valuation Agent will notify each
party (or the other party, if the Valuation Agent is a party) not later than the
Notification Time on the Local Business Day following the Resolution
Time.  The appropriate party will, upon demand following that notice
by the Valuation Agent or a resolution pursuant to (3) above and subject to
Paragraphs 4(a) and 4(b), make the appropriate Transfer.

    


    Paragraph
6.  Holding and Using Posted Collateral

    


    
      	
              (a)

            	
              Care of
      Posted Collateral.  Without limiting the Secured Party’s
      rights under Paragraph 6(c), the Secured Party will exercise reasonable
      care to assure the safe custody of all Posted Collateral to the extent
      required by applicable law, and in any event the Secured Party will be
      deemed to have exercised reasonable care if it exercises at least the same
      degree of care as it would exercise with respect to its own
      property.  Except as specified in the preceding sentence, the
      Secured Party will have no duty with respect to Posted Collateral,
      including, without limitation, any duty to collect any Distributions, or
      enforce or preserve any rights pertaining
  thereto.

            


    

    


    (b)           Eligibility to
Hold Posted Collateral; Custodians.

    


    
      	
               
      

            	
              (i)

            	
              General.  Subject
      to the satisfaction of any conditions specified in Paragraph 13 for
      holding Posted Collateral, the Secured Party will be entitled to hold
      Posted Collateral or to appoint an agent (a “Custodian”) to hold Posted
      Collateral for the Secured Party.  Upon notice by the Secured
      Party to the Pledgor of the appointment of a Custodian, the Pledgor’s
      obligations to make any Transfer will be discharged by making the Transfer
      to that Custodian.  The holding of Posted Collateral by a
      Custodian will be deemed to be the holding of that Posted Collateral by
      the Secured Party for which the Custodian is
  acting.

            


    

    


    
      
        
           


        

        
          4

          
            

          

        

        
           


        

      

    

    


    


    
      	
               
      

            	
              (ii)

            	
              Failure to
      Satisfy Conditions.  If the Secured Party or its
      Custodian fails to satisfy any conditions for holding Posted Collateral,
      then upon a demand made by the Pledgor, the Secured Party will, not later
      than five Local Business Days after the demand, Transfer or cause its
      Custodian to Transfer all Posted Collateral held by it to a Custodian that
      satisfies those conditions or to the Secured Party if it satisfies those
      conditions.

            


    

    


    
      	
               
      

            	
              (iii)

            	
              Liability.  The
      Secured Party will be liable for the acts or omissions of its Custodian to
      the same extent that the Secured Party would be liable hereunder for its
      own acts or omissions.

            


    

    


    
      	
              (c)

            	
              Use of
      Posted Collateral.  Unless
      otherwise specified in Paragraph 13 and without limiting the rights and
      obligations of the parties under Paragraphs 3, 4(d)(ii), 5, 6(d) and 8, if
      the Secured Party is not a Defaulting Party or an Affected Party with
      respect to a Specified Condition and no Early Termination Date has
      occurred or been designated as the result of an Event of Default or
      Specified Condition with respect to the Secured Party, then the Secured
      Party will, notwithstanding Section 9-207 of the New York Uniform
      Commercial Code, have the right to:

            


    

    


    
      	
               
      

            	
              (i)

            	
              sell,
      pledge, rehypothecate, assign, invest, use, commingle or otherwise dispose
      of, or otherwise use in its business any Posted Collateral it holds, free
      from any claim or right of any nature whatsoever of the Pledgor, including
      any equity or right of redemption by the Pledgor;
  and

            


    

    


    
      	
               
      

            	
              (ii)

            	
              register
      any Posted Collateral in the name of the Secured Party, its Custodian or a
      nominee for either.

            


    

    


    For
purposes of the obligation to Transfer Eligible Credit Support or Posted Credit
Support pursuant to Paragraphs 3 and 5 and any rights or remedies authorized
under this Agreement, the Secured Party will be deemed to continue to hold all
Posted Collateral and to receive Distributions made thereon, regardless of
whether the Secured Party has exercised any rights with respect to any Posted
Collateral pursuant to (i) or (ii) above.

    


    (d)           Distributions and
Interest Amount.

    


    
      	
               
      

            	
              (i)

            	
              Distributions.  Subject
      to Paragraph 4(a), if the Secured Party receives or is deemed to receive
      Distributions on a Local Business Day, it will Transfer to the Pledgor not
      later than the following Local Business Day any Distributions it receives
      or is deemed to receive to the extent that a Delivery Amount would not be
      created or increased by that Transfer, as calculated by the Valuation
      Agent (and the date of calculation will be deemed to be a Valuation Date
      for this purpose).

            


    

    


    
      	
               
      

            	
              (ii)

            	
              Interest
      Amount.  Unless otherwise specified in Paragraph 13 and
      subject to Paragraph 4(a), in lieu of any interest, dividends or other
      amounts paid or deemed to have been paid with respect to Posted Collateral
      in the form of Cash (all of which may be retained by the Secured Party),
      the Secured Party will Transfer to the Pledgor at the times specified in
      Paragraph 13 the Interest Amount to the extent that a Delivery Amount
      would not be created or increased by that Transfer, as calculated by the
      Valuation Agent (and the date of calculation will be deemed to be a
      Valuation Date for this purpose).  The Interest Amount or
      portion thereof not Transferred pursuant to this Paragraph will constitute
      Posted Collateral in the form of Cash and will be subject to the security
      interest granted under Paragraph 2.

            


    

    


    
      
        
           


        

        
          5

          
            

          

        

        
           


        

      

    

    


    


    Paragraph
7.  Events of Default

    


    For
purposes of Section 5(a)(iii)(1) of this Agreement, an Event of Default will
exist with respect to a party if:

    


    
      	
               
      

            	
              (i)

            	
              that
      party fails (or fails to cause its Custodian) to make, when due, any
      Transfer of Eligible Collateral, Posted Collateral or the Interest Amount,
      as applicable, required to be made by it and that failure continues for
      two Local Business Days after notice of that failure is given to that
      party;

            


    

    


    
      	
               
      

            	
              (ii)

            	
              that
      party fails to comply with any restriction or prohibition specified in
      this Annex with respect to any of the rights specified in Paragraph 6(c)
      and that failure continues for five Local Business Days after notice of
      that failure is given to that party;
or

            


    

    


    
      	
               
      

            	
              (iii)

            	
              that
      party fails to comply with or perform any agreement or obligation other
      than those specified in Paragraphs 7(i) and 7(ii) and that failure
      continues for 30 days after notice of that failure is given to that
      party.

            


    

    


    Paragraph
8.  Certain Rights and Remedies

    


    
      	
              (a)

            	
              Secured
      Party’s Rights and Remedies.  If at any time (1) an Event
      of Default or Specified Condition with respect to the Pledgor has occurred
      and is continuing or (2) an Early Termination Date has occurred or been
      designated as the result of an Event of Default or Specified Condition
      with respect to the Pledgor, then, unless the Pledgor has paid in full all
      of its Obligations that are then due, the Secured Party may exercise one
      or more of the following rights and
remedies:

            


    

    


    
      	
               
      

            	
              (i)

            	
              all
      rights and remedies available to a secured party under applicable law with
      respect to Posted Collateral held by the Secured
  Party;

            


    

    


    
      	
               
      

            	
              (ii)

            	
              any
      other rights and remedies available to the Secured Party under the terms
      of Other Posted Support, if any;

            


    

    


    
      	
               
      

            	
              (iii)

            	
              the
      right to Set-off any amounts payable by the Pledgor with respect to any
      Obligations against any Posted Collateral or the Cash equivalent of any
      Posted Collateral held by the Secured Party (or any obligation of the
      Secured Party to Transfer that Posted Collateral);
  and

            


    

    


    
      	
               
      

            	
              (iv)

            	
              the
      right to liquidate any Posted Collateral held by the Secured Party through
      one or more public or private sales or other dispositions with such
      notice, if any, as may be required under applicable law, free from any
      claim or right of any nature whatsoever of the Pledgor, including any
      equity or right of redemption by the Pledgor (with the Secured Party
      having the right to purchase any or all of the Posted Collateral to be
      sold) and to apply the proceeds (or the Cash equivalent thereof) from the
      liquidation of the Posted Collateral to any amounts payable by the Pledgor
      with respect to any Obligations in that order as the Secured Party may
      elect.

            


    

    


    Each
party acknowledges and agrees that Posted Collateral in the form of securities
may decline speedily in value and is of a type customarily sold on a recognized
market, and, accordingly, the Pledgor is not entitled to prior notice of any
sale of that Posted Collateral by the Secured Party, except any notice that is
required under applicable law and cannot be waived.

    


    
      
        
           


        

        
          6

          
            

          

        

        
           


        

      

    

    


    


    
      	
              (b)

            	
              Pledgor’s
      Rights and Remedies.  If at any time an Early Termination
      Date has occurred or been designated as the result of an Event of Default
      or Specified Condition with respect to the Secured Party, then (except in
      the case of an Early Termination Date relating to less than all
      Transactions (or Swap Transactions) where the Secured Party has paid in
      full all of its obligations that are then due under Section 6(e) of this
      Agreement):

            


    

    


    
      	
               
      

            	
              (i)

            	
              the
      Pledgor may exercise all rights and remedies available to a pledgor under
      applicable law with respect to Posted Collateral held by the Secured
      Party;

            


    

    


    
      	
               
      

            	
              (ii)

            	
              the
      Pledgor may exercise any other rights and remedies available to the
      Pledgor under the terms of Other Posted Support, if
  any;

            


    

    


    
      	
               
      

            	
              (iii)

            	
              the
      Secured Party will be obligated immediately to Transfer all Posted
      Collateral and the Interest Amount to the Pledgor;
  and

            


    

    


    
      	
               
      

            	
              (iv)

            	
              to
      the extent that Posted Collateral or the Interest Amount is not so
      Transferred pursuant to (iii) above, the Pledgor
  may:

            


    

    


    
      	
               
      

            	
              (A)

            	
              Set-off
      any amounts payable by the Pledgor with respect to any Obligations against
      any Posted Collateral or the Cash equivalent of any Posted Collateral held
      by the Secured Party (or any obligation of the Secured Party to Transfer
      that Posted Collateral); and

            


    

    


    
      	
               
      

            	
              (B)

            	
              to
      the extent that the Pledgor does not Set-off under (iv)(A) above, withhold
      payment of any remaining amounts payable by the Pledgor with respect to
      any Obligations, up to the Value of any remaining Posted Collateral held
      by the Secured Party, until that Posted Collateral is Transferred to the
      Pledgor.

            


    

    


    
      	
              (c)

            	
              Deficiencies
      and Excess Proceeds.  The Secured
      Party will Transfer to the Pledgor any proceeds and Posted Credit Support
      remaining after liquidation, Set-off and/or application under Paragraphs
      8(a) and 8(b) after satisfaction in full of all amounts payable by the
      Pledgor with respect to any Obligations; the Pledgor in all events will
      remain liable for any amounts remaining unpaid after any liquidation,
      Set-off and/or application under Paragraphs 8(a) and
  8(b).

            


    

    


    
      	
              (d)

            	
              Final
      Returns.  When no amounts are or thereafter may become
      payable by the Pledgor with respect to any Obligations (except for any
      potential liability under Section 2(d) of this Agreement), the Secured
      Party will Transfer to the Pledgor all Posted Credit Support and the
      Interest Amount, if any.

            


    

    


    Paragraph
9.  Representations

    


    Each
party represents to the other party (which representations will be deemed to be
repeated as of each date on which it, as the Pledgor, Transfers Eligible
Collateral) that:

    


    
      	
               
      

            	
              (i)

            	
              it
      has the power to grant a security interest in and lien on any Eligible
      Collateral it Transfers as the Pledgor and has taken all necessary actions
      to authorize the granting of that security interest and
    lien;

            


    

    


    
      	
               
      

            	
              (ii)

            	
              it
      is the sole owner of or otherwise has the right to Transfer all Eligible
      Collateral it transfers to the Secured Party hereunder, free and clear of
      any security interest, lien, encumbrance or other restrictions other than
      the security interest and lien granted under Paragraph
  2;

            


    

    


    
      
        
           


        

        
          7

          
            

          

        

        
           


        

      

    

    


    


    
      	
               
      

            	
              (iii)

            	
              upon
      the Transfer of any Eligible Collateral to the Secured Party under the
      terms of this Annex, the Secured Party will have a valid and perfected
      first priority security interest therein (assuming that any central
      clearing corporation or any third-party financial intermediary or other
      entity not within the control of the Pledgor involved in the Transfer of
      that Eligible Collateral gives the notices and takes the action required
      of it under applicable law for perfection of that interest);
      and

            


    

    


    
      	
               
      

            	
              (iv)

            	
              the
      performance by it of its obligations under this Annex will not result in
      the creation of any security interest, lien or other encumbrance on any
      Posted Collateral other than the security interest and lien granted under
      Paragraph 2.

            


    

    


    Paragraph
10.  Expenses

    


    
      	
              (a)

            	
              General.  Except
      as otherwise provided in Paragraphs 10(b) and 10(c), each party will pay
      its own costs and expenses in connection with performing its obligations
      under this Annex and neither party will be liable for any costs and
      expenses incurred by the other party in connection
    herewith.

            


    

    


    
      	
              (b)

            	
              Posted
      Credit Support.  The Pledgor will promptly pay when due
      all taxes, assessments or charges of any nature that are imposed with
      respect to Posted Credit Support held by the Secured Party upon becoming
      aware of the same, regardless of whether any portion of that Posted Credit
      Support is subsequently disposed of under Paragraph 6(c), except for those
      taxes, assessments and charges that result from the exercise of the
      Secured Party’s rights under Paragraph
6(c).

            


    

    


    
      	
              (c)

            	
              Liquidation/Application
      of Posted Credit Support.  All
      reasonable costs and expenses incurred by or on behalf of the Secured
      Party or the Pledgor in connection with the liquidation and/or application
      of any Posted Credit Support under Paragraph 8 will be payable, on demand
      and pursuant to the Expenses Section of this Agreement, by the Defaulting
      Party or, if there is no Defaulting Party, equally by the
      parties.

            


    

    


    


    Paragraph
11.  Miscellaneous

    


    
      	
              (a)

            	
              Default
      Interest.  A Secured Party that fails to make, when due,
      any Transfer of Posted Collateral or the Interest Amount will be obligated
      to pay the Pledgor (to the extent permitted under applicable law) an
      amount equal to interest at the Default Rate multiplied by the Value of
      the items of property that were required to be Transferred, from (and
      including) the date that Posted Collateral or Interest Amount was required
      to be Transferred to (but excluding) the date of Transfer of that Posted
      Collateral or Interest Amount.  This interest will be calculated
      on the basis of daily compounding and the actual number of days
      elapsed.

            


    

    


    
      	
              (b)

            	
              Further
      Assurances.  Promptly
      following a demand made by a party, the other party will execute, deliver,
      file and record any financing statement, specific assignment or other
      document and take any other action that may be necessary or desirable and
      reasonably requested by that party to create, preserve, perfect or
      validate any security interest or lien granted under Paragraph 2, to
      enable that party to exercise or enforce its rights under this Annex with
      respect to Posted Credit Support or an Interest Amount or to effect or
      document a release of a security interest on Posted Collateral or an
      Interest Amount.

            


    

    


    
      	
              (c)

            	
              Further
      Protection.  The Pledgor will promptly give notice to the
      Secured Party of, and defend against, any suit, action, proceeding or lien
      that involves Posted Credit Support Transferred by
  the

            


    

    


    
      
        
           


        

        
          8

          
            

          

        

        
           


        

      

    

    


    Pledgor
or that could adversely affect the security interest and lien granted by it
under Paragraph 2, unless that suit, action, proceeding or lien results from the
exercise of the Secured Party’s rights under Paragraph 6(c).

    


    
      	
              (d)

            	
              Good Faith
      and Commercially Reasonable Manner.  Performance of all
      obligations under this Annex including, but not limited to, all
      calculations, valuations and determinations made by either party, will be
      made in good faith and in a commercially reasonable
  manner.

            


    

    


    
      	
              (e)

            	
              Demands and
      Notices.  All demands and notices made by a party under
      this Annex will be made as specified in the Notices Section of this
      Agreement, except as otherwise provided in Paragraph
  13.

            


    

    


    
      	
              (f)

            	
              Specifications
      of Certain Matters.  Anything referred to in this Annex
      as being specified in Paragraph 13 also may be specified in one or more
      Confirmations or other documents and this Annex will be construed
      accordingly.

            


    

    


    


    Paragraph
12.  Definitions

    


    As used
in this Annex:--

    


    “Cash”
means the lawful currency of the United States of America.

    


    “Credit Support
Amount” has the meaning specified in Paragraph 3.

    


    “Custodian”
has the meaning specified in Paragraphs 6(b)(i) and 13.

    


    “Delivery
Amount” has the meaning specified in Paragraph 3(a).

    


    “Disputing
Party” has the meaning specified in Paragraph 5.

    


    “Distributions”
means with respect to Posted Collateral other than Cash, all principal, interest
and other payments and distributions of cash or other property with respect
thereto, regardless of whether the Secured Party has disposed of that Posted
Collateral under Paragraph 6(c).  Distributions will not include any
item of property acquired by the Secured Party upon any disposition or
liquidation of Posted Collateral or, with respect to any Posted Collateral in
the form of Cash, any distributions on that collateral, unless otherwise
specified herein.

    


    “Eligible
Collateral” means, with respect to a party, the items, if any, specified
as such for that party in Paragraph 13.

    


    “Eligible Credit
Support” means Eligible
Collateral and Other Eligible Support.

    


    “Exposure” means for any Valuation
Date or other date for which Exposure is calculated and subject to Paragraph 5
in the case of a dispute, the amount, if any, that would be payable to a party
that is the Secured Party by the other party (expressed as a positive number) or
by a party that is the Secured Party to the other party (expressed as a negative
number) pursuant to Section 6(e)(ii)(2)(A) of this Agreement as if all
Transactions (or Swap Transactions) were being terminated as of the relevant
Valuation Time; provided
that Market Quotation will be determined by the Valuation Agent using its
estimates at mid-market of the amounts that would be paid for Replacement
Transactions (as that term is defined in the definition of “Market
Quotation”).

    


    
      
        
           


        

        
          9

          
            

          

        

        
           


        

      

    

    


    


    “Independent
Amount” means, with respect to
a party, the amount specified as such for that party in Paragraph 13; if no
amount is specified, zero.

    


    “Interest
Amount” means, with respect to
an Interest Period, the aggregate sum of the amounts of interest calculated for
each day in that Interest Period on the principal amount of Posted Collateral in
the form of Cash held by the Secured Party on that day, determined by the
Secured Party for each such day as follows:

    


    (x)           the
amount of that Cash on that day; multiplied by

    


    (y)           the
Interest Rate in effect for that day; divided by

    


    (z)           360.

    


    “Interest
Period” means the period from
(and including) the last Local Business Day on which an Interest Amount was
Transferred (or, if no Interest Amount has yet been Transferred, the Local
Business Day on which Posted Collateral in the form of Cash was Transferred to
or received by the Secured Party) to (but excluding) the Local Business Day on
which the current Interest Amount is to be Transferred.

    


    “Interest
Rate” means
the rate specified in Paragraph 13.

    


    “Local Business
Day,” unless
otherwise specified in Paragraph 13, has the meaning specified in the
Definitions Section of this Agreement, except that references to a payment in
clause (b) thereof will be deemed to include a Transfer under this
Annex.

    


    “Minimum Transfer
Amount” means, with respect to
a party, the amount specified as such for that party in Paragraph 13; if no
amount is specified, zero.

    


    “Notification
Time” has
the meaning specified in Paragraph 13.

    


    “Obligations” means, with respect to
a party, all present and future obligations of that party under this Agreement
and any additional obligations specified for that party in Paragraph
13.

    


    “Other Eligible
Support” means, with respect to
a party, the items, if any, specified as such for that party in Paragraph
13.

    


    “Other Posted
Support” means all Other
Eligible Support Transferred to the Secured Party that remains in effect for the
benefit of that Secured Party.

    


    “Pledgor” means either party,
when that party (i) receives a demand for or is required to Transfer Eligible
Credit Support under Paragraph 3(a) or (ii) has Transferred Eligible Credit
Support under Paragraph 3(a).

    


    “Posted
Collateral” means all Eligible
Collateral, other property, Distributions, and all proceeds thereof that have
been Transferred to or received by the Secured Party under this Annex and not
Transferred to the Pledgor pursuant to Paragraph 3(b), 4(d)(ii) or 6(d)(i) or
released by the Secured Party under Paragraph 8.  Any Interest Amount
or portion thereof not Transferred pursuant to Paragraph 6(d)(ii) will
constitute Posted Collateral in the form of Cash.

    


    “Posted Credit
Support” means Posted Collateral
and Other Posted Support.

    


    “Recalculation
Date” means
the Valuation Date that gives rise to the dispute under Paragraph 5; provided, however, that if a
subsequent Valuation Date occurs under Paragraph 3 prior to the resolution of
the dispute, then the “Recalculation Date” means the most recent Valuation Date
under Paragraph 3.

    


    “Resolution
Time” has
the meaning specified in Paragraph 13.

    


    
      
        
           


        

        
          10

          
            

          

        

        
           


        

      

    

    


    


    “Return
Amount” has
the meaning specified in Paragraph 3(b).

    


    “Secured
Party” means either party,
when that party (i) makes a demand for or is entitled to receive Eligible Credit
Support under Paragraph 3(a) or (ii) holds or is deemed to hold Posted Credit
Support.

    


    “Specified
Condition” means, with respect to
a party, any event specified as such for that party in Paragraph
13.

    


    “Substitute
Credit Support” has the meaning
specified in Paragraph 4(d)(i).

    


    “Substitution
Date” has
the meaning specified in Paragraph 4(d)(ii).

    


    “Threshold” means, with respect to
a party, the amount specified as such for that party in Paragraph 13; if no
amount is specified, zero.

    


    “Transfer” means, with respect to
any Eligible Credit Support, Posted Credit Support or Interest Amount, and in
accordance with the instructions of the Secured Party, Pledgor or Custodian, as
applicable:

    


    
      	
               
      

            	
              (i)

            	
              in
      the case of Cash, payment or delivery by wire transfer into one or more
      bank accounts specified by the
recipient;

            


    

    


    
      	
               
      

            	
              (ii)

            	
              in
      the case of certificated securities that cannot be paid or delivered by
      book-entry, payment or delivery in appropriate physical form to the
      recipient or its account accompanied by any duly executed instruments of
      transfer, assignments in blank, transfer tax stamps and any other
      documents necessary to constitute a legally valid transfer to the
      recipient;

            


    

    


    
      	
               
      

            	
              (iii)

            	
              in
      the case of securities that can be paid or delivered by book-entry, the
      giving of written instructions to the relevant depository institution or
      other entity specified by the recipient, together with a written copy
      thereof to the recipient, sufficient if complied with to result in a
      legally effective transfer of the relevant interest to the recipient;
      and

            


    

    


    
      	
               
      

            	
              (iv)

            	
              in
      the case of Other Eligible Support or Other Posted Support, as specified
      in Paragraph 13.

            


    

    


    “Valuation
Agent” has
the meaning specified in Paragraph 13.

    


    “Valuation
Date” means
each date specified in or otherwise determined pursuant to Paragraph
13.

    


    “Valuation
Percentage” means, for any item of
Eligible Collateral, the percentage specified in Paragraph 13.

    


    “Valuation
Time” has
the meaning specified in Paragraph 13.

    


    “Value” means for any Valuation
Date or other date for which Value is calculated and subject to Paragraph 5 in
the case of a dispute, with respect to:

    


    
      	
               
      

            	
              (i)

            	
              Eligible
      Collateral or Posted Collateral that
is:

            


    

    


    (A)           Cash,
the amount thereof; and

    


    
      	
               
      

            	
              (B)

            	
              a
      security, the bid price obtained by the Valuation Agent multiplied by the
      applicable Valuation Percentage, if
any;

            


    

    


    
      	
               
      

            	
              (ii)

            	
              Posted
      Collateral that consists of items that are not specified as Eligible
      Collateral, zero; and

            


    

    


    
      
        
           


        

        
          11

          
            

          

        

        
           


        

      

    

    


    


    
      	
              (iii)  

            	
              Other
      Eligible Support and Other Posted Support, as specified in Paragraph
      13.

            


    

    


    


    Paragraph
13.  Elections and Variables

    


    
      	
              (a)

            	
              Security
      Interest for “Obligations.”  The term “Obligations” as used in
      this Annex includes no additional obligations with respect to Party A or
      Party B.

            


    

    


    (b)         Credit
Support Obligations.

    


    
      	
               
      

            	
              (i)

            	
              “Delivery
      Amount” has the meaning specified in Paragraph 3(a), except
      that:

            


    

    


    
      	
               
      

            	
              (A)
      the words “upon a demand made by the Secured Party on or promptly
      following a Valuation Date” shall be deleted and replaced with the words
      “not later than the close of business on each Valuation
    Date”;

            


    

    


    
      	
               
      

            	
              (B)

            	
              the
      sentence beginning “Unless otherwise specified in Paragraph 13” and ending
      “(ii) the Value as of that Valuation Date of all Posted Credit Support
      held by the Secured Party.” shall be deleted in its entirety and replaced
      with the following:

            


    

    


    
      	
               
      

            	
              “The
      “Delivery Amount” applicable to the Pledgor for any Valuation Date will
      equal the greater of:

            


    

    


    
      	
               
      

            	
              (1)

            	
              the
      amount by which (a) the S&P Credit Support Amount for such Valuation
      Date exceeds (b) the Value as of such Valuation Date, of all Posted Credit
      Support held by the Secured Party;
and

            


    

    


    
      	
               
      

            	
              (2)

            	
              the
      amount by which (a) the Moody’s Credit Support Amount for such Valuation
      Date exceeds (b) the Value (determined using the Valuation Percentages set
      out in Exhibit I), as of such Valuation Date of all Posted Credit Support
      held by the Secured Party.”;

            


    

    


    
      	
               
      

            	
              (C)

            	
              if,
      on any Valuation Date, the Delivery Amount equals or exceeds the Pledgor’s
      Minimum Transfer Amount, the Pledgor will Transfer to the Secured Party
      sufficient Eligible Credit Support to ensure that, immediately following
      such transfer, the Delivery Amount shall be
  zero.

            


    

    


    
      	
               
      

            	
              (ii)

            	
              “Return
      Amount” has the meaning specified in Paragraph 3(b), except
      that:

            


    

    


    
      	
               
      

            	
              (A)

            	
              the
      sentence beginning “Unless otherwise specified in Paragraph 13” and ending
      “(ii) the Credit Support Amount.” shall be deleted in its entirety and
      replaced with the following:

            


    

    


    
      	
            	
               
      

            	
              “The
      “Return Amount” applicable to the Secured Party for any Valuation Date
      will equal the lesser of:

            


    

    


    
      	
               
      

            	
              (1)

            	
              the
      amount by which (a) the Value, as of such Valuation Date, of all Posted
      Credit Support held by the Secured Party exceeds (b) the S&P Credit
      Support Amount for such Valuation Date;
and

            


    

    


    


    
      
        
           


        

        
          12

          
            

          

        

        
           


        

      

    

    


    


    
      	
               
      

            	
              (2)

            	
              the
      amount by which (a) the Value (determined using the Valuation Percentages
      set out in Exhibit I), as of such Valuation Date, of all Posted Credit
      Support held by the Secured Party exceeds (b) the Moody’s Credit Support
      Amount for such Valuation Date.”

            


    

    


    
      	
               
      

            	
              (B)

            	
              in
      no event shall the Secured Party be required to Transfer any Posted Credit
      Support under Paragraph 3(b) if, immediately following such Transfer, the
      Delivery Amount would be greater than
zero.

            


    

    


    (iii)              Eligible
Collateral.  Exhibit I hereto lists the types of assets that will
qualify as “Eligible Collateral” for purposes of the Moody’s Credit Support
Amount.  Exhibit II hereto lists the types of assets that will qualify
as “Eligible Collateral” for purposes of the S&P Credit Support
Amount.

    


    


    There
shall be no “Other Eligible Support” for Party A for purposes of this
Annex.

    


        
(iv)              Thresholds.

     

    
      	
               
      

            	
              (A)

            	
              “Independent
      Amount” means with respect to Party A:  Not
      Applicable.

            


    

    “Independent
Amount” means with respect to Party B:  Not Applicable.

    


     

    
      	
               
      

            	
              (B)

            	
              “S&P
      Threshold means with respect to Party A: Infinity; provided, however, that the
      S&P Threshold with respect to Party A shall be zero if (i) an S&P
      Collateralization Event has occurred and been continuing for at least 10
      Local Business Days or since the date of this Annex or (ii) an S&P
      Substitution Event has occurred and has been continuing for at least 10
      Local Business Days.

            


    

    


    “Moody’s
Threshold” means with respect to Party A: Infinity; provided, however, that the Moody’s
Threshold with respect to Party A shall be zero if no Relevant Entity satisfies
the Moody’s First Trigger Required Ratings and none has done so (x) for at least
30 Local Business Days or (y) since the date of this Annex.

    


    “Threshold”
means with respect to Party B:  Not Applicable.

    


    “Minimum
Transfer Amount” means USD50,000 with respect to each of Party A and Party
B.

    


    
      	
               
      

            	
              (C)

            	
              Rounding.  The
      Delivery Amount will be rounded up and the Return Amount will be rounded
      down to the nearest integral multiple of USD10,000,
      respectively.

            


    

    


    
      	
              (c)

            	
              Valuation
      and Timing.

            


    

    


    
      	
               
      

            	
              (i)

            	
              “Valuation
      Agent” means Party A; provided, however, that
      notwithstanding anything to the contrary set forth in this Annex, the
      Valuation Agent shall not be required to notify Party B of any of the
      Valuation Agent’s calculations of Value, Exposure, Delivery Amount or
      Return Amount under this Annex unless requested to do so (either verbally
      or in writing) by Party B in each
instance.

            


    

    


    
      
        
           


        

        
          13

          
            

          

        

        
           


        

      

    

    


    


    
      	
               
      

            	
              (ii)

            	
              “Valuation
      Date” means:  each Local Business
Day.

            


    

    


    (iii)           “Valuation
Time” means:

    


    
      	
               
      

            	
              [    ]

            	
              the
      close of business in the city of the Valuation Agent on the Valuation Date
      or date of calculation, as
applicable;

            


    

    


    
      	
               
      

            	
              [ X
      ]

            	
              the
      close of business on the Local Business Day before the Valuation Date or
      date of calculation, as applicable;

            


    

    


    provided that the
calculations of Value and Exposure will be made as of approximately the same
time on the same date.

    


    (iv)          “Notification
Time” means 1:00 p.m., New York time, on a Local Business Day.

    


    
      	
              (d)

            	
              Conditions
      Precedent.  No event shall constitute a “Specified
      Condition.”

            


    

    


    
      	
              (e)

            	
              Substitution.

            


    

    


    
      	
               
      

            	
              (i)

            	
              “Substitution
      Date” means the Local Business Day in New York on which the Secured Party
      is able to confirm irrevocable receipt of the Substitute Credit Support,
      provided that (x) such receipt is confirmed before 3:00 p.m. (New York
      time) on such Local Business Day in New York and (y) the Secured Party has
      received, before 1:00 p.m. (New York time) on the immediately preceding
      Local Business Day in New York, the notice of substitution described in
      Paragraph 4(d)(i).

            


    

    


    
      	
               
      

            	
              (ii)

            	
              Consent.  The
      Pledgor is not required to obtain the Secured Party’s consent for any
      substitution pursuant to Paragraph
4(d).

            


    

    


    (f)           Dispute
Resolution.

    


    
      	
               
      

            	
              (i)

            	
              “Resolution
      Time” means 1:00 p.m., New York time, on the Local Business Day following
      the date on which a notice is given that gives rise to a dispute under
      Paragraph 5.

            


    

    


    (ii)             Alternative.  The
provisions of Paragraph 5 will apply.

    


    (g)       Holding
and Using Posted Collateral.

    


    
      	
               
      

            	
              (i)

            	
              Eligibility
      to Hold Posted Collateral; Custodians.  Party B and its
      Custodian will be entitled to hold Posted Collateral, as applicable,
      pursuant to Paragraph 6(b); provided that the following conditions
      applicable to each party are
satisfied:

            


    

    


    (A)           Party
B, as the Secured Party, is not a Defaulting Party.

    


    
      	
               
      

            	
              (B)

            	
              Party
      B hereby covenants and agrees that it will cause all Posted Collateral
      received from Party A to be held in one or more segregated trust accounts
      (each, a “Collateral Account”) maintained with a domestic office of a
      commercial bank, trust company or financial institution organized under
      the laws of the United States (or any state or a political subdivision
      thereof) having assets of at least

            


    

    


    
      
        
           


        

        
          14

          
            

          

        

        
           


        

      

    

    


    USD10
billion and a long-term debt or deposit rating of at least Baa2 from Moody’s and
a short-term debt or deposit rating of at least A-1 from S&P (or, if such
entity has no such short-term rating, a long-term debt or deposit rating of at
least A+ from S&P) (a “Qualified Institution”).  The Secured Party
may move the Collateral Accounts from one Qualified Institution to another upon
reasonable notice to the Pledgor.  The Secured Party shall cause
records to be kept of, and shall identify all items of Posted Collateral
credited to, each Collateral Account and shall cause statements concerning the
Posted Collateral transferred or delivered by the Pledgor to be sent to the
Pledgor on request, which may not be made more frequently than once in each
calendar month.

    


    (ii)              Use
of Posted Collateral.  The provisions of Paragraph 6(c) will not apply
to Party B.

    


    (h)           Distributions
and Interest Amount.

    


    
      	
               
      

            	
              (i)

            	
              The
      “Interest Rate” with respect to Eligible Collateral in the form of USD
      Cash, for any day, will be the rate that Party B actually earns and
      receives on the relevant Posted
Collateral.

            


    

    


    
      	
               
      

            	
              (ii)

            	
              The
      “Transfer of Interest Amount” will be made within 3 Local Business Days
      after the last Local Business Day of each calendar month; provided that
      Party B shall not be obligated to transfer to Party A any Interest Amount
      in excess of the amount of interest that Party B actually earns and
      receives on the relevant Posted
Collateral.

            


    

    


    (iii)          Alternative
Interest Amount.  The provisions of Paragraph 6(d)(ii) will
apply.

    


    
      	
               
      

            	
              (iv)

            	
              Paragraph
      12 is hereby amended by replacing the definition of “Interest Period” with
      the following:

            


    

    


    “‘Interest
Period’ means the period from (and including) the first day of each calendar
month to (and including) the last day of each calendar month.”

    


    
      	
               
      

            	
              (v)

            	
              The
      definition of “Posted Collateral” in Paragraph 12 is hereby amended by
      inserting the words “received by Party B and” after the words “Interest
      Amount or portion thereof.”

            


    

    


    (i)           Additional
Representations.  None.

    


    (j)           Other
Eligible Support and Other Posted Support.  Not
Applicable.

    


    
      	
              (k)

            	
              Demands
      and Notices.  All demands, specifications and notices made by a
      party to this Annex will be made to the
  following:

            


    

    


    
      	
              Party
      A:

            	
              Bank
      of America, N.A.

              Sears
      Tower

              233
      South Wacker Drive, Suite 2800

              Chicago,
      Illinois 60606-6306

              Telephone
      No.:                                           (312)
      234-3030

              Facsimile:                           (312)
      234-2731

              Email:                           dg.collateral_derv_-_chicago@bankofamerica.com

               

            
	 
      	 
      
	
              Party
      B:

            	
              Banc
      of America Funding Corporation 2007-6 Supplemental Interest
      Trust

              c/o
      Citibank, N.A.

              388
      Greenwich Street, 14th Floor

              New
      York, New York 10013

              Attention:   Structured
      Finance Agency and Trust - BAFC 2007-6

              Facsimile:   (212)
      816-5527

              Telephone:  (212)
      816-5693

               

            	 
      
	 
      	 
      	 
      


    

    


    


    
      
        
           


        

        
          15

          
            

          

        

        
           


        

      

    

    


    


    (l)           Addresses
for Transfers.

    


    
      	
              Party
      A:

            	
              Cash/Interest
      Payments:  (USD Only)

              Bank
      of America, New York

              ABA
      026009593

              Account
      # 6550-619389

              F/O
      Bank of America, Charlotte-Collateral

            
	 
      	 
      
	 
      	
              Eligible
      Collateral (other than cash):

              BK
      AMERICA NC/INV

              ABA
      # 053 000 196

            
	 
      	 
      
	
              Party
      B:

            	
              To
      be provided by Party B in writing in the notice to transfer.

               

            


    

    


    (m)           Other
Provisions.

    


    (i)           This
Credit Support Annex is a Security Agreement under the UCC.

    


    (ii)           Paragraph
1(b) of this Annex is amended by deleting it and restating it in full as
follows:

    


    “(b)  Secured
Party and Pledgor.  All references in this Annex to the “Secured
Party” mean Party B, and all references in this Annex to the “Pledgor” mean
Party A; provided, however, that if Other Posted Support is held by Party B, all
references herein to the Secured Party with respect to that Other Posted Support
will be to Party B as the beneficiary thereof and will not subject that support
or Party B as the beneficiary thereof to provisions of law generally relating to
security interests and secured parties.”

    


    
      	
               
      

            	
              (iii)

            	
              Paragraph
      2 of this Annex is amended by deleting the first sentence thereof and
      restating that sentence in full as
follows:

            


    

    


    “Party A,
as the Pledgor, hereby pledges to Party B, as the Secured Party, as security for
the Pledgor’s Obligations, and grants to the Secured Party a first priority
continuing security interest in, lien on and right of Set-off against all Posted
Collateral Transferred to or received by the Secured Party
hereunder.”

    


    
      	
               
      

            	
              (iv)

            	
              Only
      Party A makes the representations contained in Paragraph 9 of this
      Annex.

            


    

    


    
      	
               
      

            	
              (v)

            	
              Notwithstanding
      anything to the contrary in Paragraph 10(a) of this Annex, the Pledgor
      will be responsible for, and will reimburse the Secured Party for, all
      transfer and other taxes and other costs involved in the maintenance of
      and any Transfer of Eligible
Collateral.

            


    

    


    


    
      
        
           


        

        
          16

          
            

          

        

        
           


        

      

    

    


    


    
      	
               
      

            	
              (vi)

            	
              Paragraph
      12 of this Annex is amended by deleting the definitions of “Pledgor,”
      “Secured Party” and “Value” and replacing them with the
      following:

            


    

    


    “Pledgor”
means Party A.

    


    “Secured
Party” means Party B.

    


    “Value”
for any Valuation Date or other date for which Value is calculated, subject to
Paragraph 5 in the case of a dispute, will be calculated as
follows:  for Cash, the U.S. dollar value thereof, and for each item
of Eligible Collateral (except for Cash), an amount in U.S. dollars equal to (i)
in the case of any calculation relating to the S&P Credit Support Amount,
either (A) the bid price for such security quoted on such day by a principal
market-maker for such security selected in good faith by the Secured Party or
(B) the most recent publicly available bid price for such security as reported
by a quotation service or in a medium selected in good faith and in a
commercially reasonable manner by the Secured Party, or (ii) in the case of any
calculation relating to the Moody’s Credit Support Amount, the product of (A)
either (I) the bid price for such security quoted on such day by a principal
market-maker for such security selected in good faith by the Secured Party or
(II) the most recent publicly available bid price for such security as reported
by a quotation service or in a medium selected in good faith and in a
commercially reasonable manner by the Secured Party, and (B) the applicable
Valuation Percentage listed for such security in Exhibit I
hereto.  For the avoidance of doubt, if (i) a General Ratings Event or
an S&P Ratings Event has occurred, any Posted Collateral that consists of an
item not specified in Exhibit II shall for purposes of the S&P Credit
Support Amount be assigned a Value of zero (0), and (ii) a General Ratings Event
or a Moody’s Ratings Event has occurred, any Posted Collateral that consists of
an item not specified in Exhibit I shall for purposes of the Moody’s Credit
Support Amount be assigned a Value of zero (0).

    


    (vii)           Paragraph
12 is hereby further amended by adding the following definitions (each in the
correct alphabetical order):

    


    “Adjusted Party B
Exposure” means, on any Valuation Date, either (i) the Exposure of Party
B on such Valuation Date (if such Exposure is a positive number), or (ii) zero
(0)  (if such Exposure is a negative number or zero (0)).

    


    “Exposure”
has the meaning specified in Paragraph 12, except that (i) after the word
“Agreement” the words “(assuming, for this purpose only, that Part 1(l) of the
Schedule is deleted)” shall be inserted and (ii) at the end of the definition of
“Exposure,” the words “without assuming that the terms of such Replacement
Transactions are materially less beneficial for Party B than the terms of this
Agreement” shall be added.

    


    “General Ratings
Event” means that there shall have occurred and are continuing both a
Moody’s Ratings Event and an S&P Ratings Event.

    


    “Moody’s”
means Moody’s Investors Service, Inc., or any successor to the rating business
of such entity.

    


    
      
        
           


        

        
          17

          
            

          

        

        
           


        

      

    

    


    


    “Moody’s Credit
Support Amount” means the greater of the Moody’s First Trigger Credit
Support Amount or the Moody's Second Trigger Credit Support Amount.

    


    “Moody’s Ratings
Event” means the occurrence of any Moody’s First Trigger Event or Moody's
Second Trigger Event.

    


    “S&P”
means Standard & Poor’s Ratings Services, a division of The McGraw-Hill
Companies, Inc., or any successor to the rating business of such
entity.”

    


    “S&P Credit
Support Amount” means for (x) any Valuation Date on which an S&P
Collateralization Event has occurred and been continuing for either (i) at least
10 Local Business Days, or (ii) since the date of this Annex, the excess (if
any) of (I) the product of (A) the Adjusted Party B Exposure and (B) the
Standard OC Percentage over (II) the S&P Threshold for Party A on such
Valuation Date, (y) any Valuation Date on which an S&P Substitution Event
has occurred and been continuing for at least 10 Local Business Days, the excess
(if any) of (i) the product of (A) the Adjusted Party B Exposure, (B) 1.25, and
(C) the Stressed OC Percentage over (ii) the S&P Threshold for Party A on
such Valuation Date, or (z) any other Valuation Date, zero.

    


    “S&P Ratings
Event” means the occurrence of any S&P Collateralization Event or
S&P Substitution Event.

    


    “Standard OC
Percentage” means, in relation to any asset (including Cash) that Party A
posts under this Annex in connection with an S&P Collateralization Event,
the “Overcollateralization Percentage” specified for that asset in Exhibit II
hereto; provided that if Party A posts under this Annex assets that are subject
to different “Overcollateralization Percentages” (because they fall into
different asset categories and/or have differing remaining terms to maturity),
the “Overcollateralization Percentage” shall be determined as the weighted
average of the “Overcollateralization Percentages” applicable to each item of
Eligible Collateral that is so posted.

    


    “Stressed OC
Percentage” means, in relation to any asset (including Cash) that Party A
posts under this Annex in connection with an S&P Substitution Event, the
product of (i) 1.25, and (ii) the "Overcollateralization Percentage" specified
for that asset in Exhibit II hereto; provided that if Party A posts under this
Annex assets that are subject to different “Overcollateralization Percentages”
(because they fall into different asset categories and/or have differing
remaining terms to maturity), the “Overcollateralization Percentage” shall be
determined as the weighted average of the “Overcollateralization Percentages”
applicable to each item of Eligible Collateral that is so posted.

    


    (viii)           Paragraph
7(iii) of this Annex shall not apply to Party B.

    


    (n)           Ratings
Criteria.

    


    
      	
               
      

            	 


    

    “Moody’s First
Trigger Credit Support Amount” means, for any Valuation Date, the excess,
if any, of

     

    
      	
               
      

            	
              (I)

            	
              (A)

            	
              for
      any Valuation Date on which (I) no Moody’s Second Trigger Event has
      occurred and is continuing or (II) a Moody’s Second Trigger Event
      has

            


    

     

    


    
      
        
           


        

        
          18

          
            

          

        

        
           


        

      

    

    


     

    occurred
but has been continuing for less than 30 consecutive Local Business Days, an
amount equal to the greater of (a) zero and (b) the sum of the Secured Party’s
aggregate Exposure for all Transactions and the aggregate of the Moody’s
Additional Collateralized Amounts for each Transaction.

     

    


    
      	
               
      

            	
              For
      the purposes of this definition, the “Moody’s Additional
      Collateralized Amount” with respect to any Transaction shall mean
      the product of the applicable Moody’s First Trigger Factor set forth in
      Table A of Exhibit III and the Notional Amount for such Transaction for
      the Calculation Period which includes such Valuation Date;
    or

            


    

    


    
      	
               
      

            	
              (B)

            	
              for
      any other Valuation Date, zero,
over

            


    

     

    
      	
               
      

            	
              (II)

            	
              the
      Moody’s Threshold for Party A for such Valuation
  Date.

            


    

     

    


    “Moody’s Second
Trigger Credit Support Amount” means, for any Valuation Date, the excess,
if any, of

     

    
      	
               
      

            	
              (I)

            	
              (A)

            	
              for
      any Valuation Date on which a Moody’s Second Trigger Event has occurred
      and has been continuing for at least 30 consecutive Local Business Days,
      an amount equal to the greatest of (a) zero, (b) the aggregate amount of
      the Next Payments (with the amount of any Next Payments whose amounts have
      not already been fixed being determined based on the rates prevailing on
      such Valuation Date) for all Next Payment Dates and (c) the sum of the
      Secured Party’s aggregate Exposure and the aggregate of the Moody’s
      Additional Collateralized Amounts for each
  Transaction.

            


    

     

    


    
      	
               
      

            	
              For
      the purposes of this definition, the “Moody’s
      Additional Collateralized Amount” with respect to any Transaction
      shall mean:

            


    

    


    
      	
               
      

            	
              if
      such Transaction is not a Transaction-Specific
  Hedge,

            


    

    


    
      	
               
      

            	
              the
      product of the applicable Moody’s Second Trigger Factor set forth in Table
      B of Exhibit III and the Notional Amount for such Transaction for the
      Calculation Period which includes such Valuation Date;
  or

            


    

    


    
      	
               
      

            	
              if
      such Transaction is a Transaction-Specific
  Hedge,

            


    

    


    
      	
               
      

            	
              the
      product of the applicable Moody’s Second Trigger Factor set forth in Table
      C of Exhibit III and the Notional Amount for such Transaction for the
      Calculation Period which includes such Valuation Date;
  or

            


    

    


    
      	
               
      

            	
              (B)

            	
              for
      any other Valuation Date, zero,
over

            


    

     

    
      	
               
      

            	
              (II)

            	
              the
      Moody’s Threshold for Party A for such Valuation
  Date.

            


    

     

    


    “Next Payment” means, in
respect of each Next Payment Date, the greater of (i) the amount of any payments
due to be made by Party A under Section 2(a) on such Next Payment Date less any
payments due to be made by Party B under Section 2(a) on such Next
Payment Date (in each case, after giving effect to any applicable netting under
Section 2(c)) and (ii) zero.

    


    
      
        
           


        

        
          19

          
            

          

        

        
           


        

      

    

    


    


    “Next Payment Date” means each
date on which the next scheduled payment under any Transaction is due to be
paid.

    


    “Transaction-Specific Hedge”
means any Transaction that is a cap, floor or swaption, or a Transaction in
respect of which (x) the notional amount of the swap is balance guaranteed” or
(y) the notional amount of the swap for any Calculation Period otherwise is not
a specific dollar amount that is fixed at the inception of the
Transaction.

    


    


    
      
        
           


        

        
          20

          
            

          

        

        
           


        

      

    

    


    EXHIBIT
I

    Moody’s
Eligible Collateral and Valuation Percentages*

    (USD-Denominated
Liabilities)

    
      	 
      	 
      	 
      
	 
      	
              Moody's
      First

              Trigger
      Event

            	
              Moody's
      Second

              Trigger
      Event

            
	 
      	 
      	 
      
	
              (A)  U.S.
      Dollar Cash.

            	
              100%

            	
              100%

            
	 
      	 
      	 
      
	
              (B)  U.S.
      Treasury Securities: negotiable debt obligations issued by the U.S.
      Treasury Department ("Treasuries") having a fixed rate and a remaining
      maturity of 1 year or less.

            	
              100%

            	
              100%

            
	 
      	 
      	 
      
	
              (C)  Treasuries
      having a fixed and a remaining maturity of greater than 1 year but not
      more than 10 years.

            	
              100%

            	
              99%
      (1-2 yr)

              98%
      (2-3 yr)

              97%
      (3-5 yr)

              96%
      (5-7 yr)

              94%
      (7-10 yr)

            
	 
      	 
      	 
      
	
              (D)  Treasuries
      having a fixed rate and a remaining maturity of greater than 10
      years.

            	
              100%

            	
              90%
      (10-20 yr)

              88%
      (>20 yr)

            
	 
      	 
      	 
      
	
              (E)  Treasuries
      having a floating rate.

            	
              100%

            	
              99%

            
	 
      	 
      	 
      
	
              (F)  Agency
      Securities: negotiable debt obligations of the Federal National Mortgage
      Association (FNMA), Federal Home Loan Mortgage Corporation (FHLMC),
      Federal Home Loan Banks (FHLB), Federal Farm Credit Banks (FFCB), Student
      Loan Marketing Association (SLMA) or Tennessee Valley Authority (TVA)
      (collectively, "Agency Securities") having a fixed rate and a remaining
      maturity of (i) 1 year or less (Moody's) or (ii) less than one year
      (S&P).

            	
              100%

            	
              99%

            
	 
      	 
      	 
      
	
              (G)  Agency
      Securities having a fixed rate and a remaining maturity of (i) greater
      than 1 year (Moody's) or (ii) at least one year (S&P), but in each
      case not more than 5 years.

            	
              100%

            	
              99%
      (1-2 yr)

              98%
      (2-3 yr)

              96%
      (3-5 yr)

            
	 
      	 
      	 
      
	
              (H)  Agency
      Securities having a fixed rate and a remaining maturity of greater than 5
      years but not more than 10 years.

            	
              100%

            	
              93%

            
	 
      	 
      	 
      
	
              (I)  Agency
      Securities having a fixed rate and a remaining maturity of greater than 10
      years but not more than 30 years.

            	
              100%

            	
              89%
      (10-20 yr)

              87%
      (>20 yr)

            
	 
      	 
      	 
      
	
              (J)  Agency
      Securities having a floating rate.

            	
              100%

            	
              98%

            
	 
      	 
      	 
      
	
              (K)  Other.

            	
              0%

            	
              0%

            
	 
      	 
      	 
      


    

     

    * The Valuation Percentage for each
item of Eligible Collateral shall  (i) if a Moody's First Trigger
Event (but not a Moody’s Second Trigger Event) has occurred and is continuing or
a Moody’s Second Trigger Event has occurred but has been continuing for less
than 30 Local Business Days, equal the applicable percentage
specified  under “Moody’s First Trigger Event,” and (ii) if a Moody’s
Second Trigger Event has occurred and has been continuing for at least 30 Local
Business Days, equal the applicable percentage specified under “Moody’s Second
Trigger Event.”  All classes of Eligible Collateral shall be
USD-denominated.  Also, the Valuation Percentage for any asset whose
remaining maturity is a whole number of years shall (if applicable) be the lower
of the Valuation Percentages which, under the Moody’s Second Trigger Event
column, may be assigned to assets of the relevant type having such remaining
maturity.

    


    


    
      
        
           


        

        
          21

          
            

          

        

        
           


        

      

    

    


    EXHIBIT
II

    S&P
Eligible Collateral and Overcollateralization Percentages

    (USD-Denominated
Liabilities)

    
      	 
      	 
      
	
              Category

            	
              Overcollateralization
      Percentages*

            
	 
      	 
      
	
              USD
      Cash

            	
              100%

            
	 
      	 
      
	
              (1)
      U.S. treasuries (current coupon, constant maturity), 'AAA' U.S. agencies,
      'AAA' covered bonds (floating), 'AAA' sovereign bonds (floating), 'AAA',
      'AA' credit card ABS (floating), 'AAA', 'AA' auto ABS (floating), and
      'AAA' U.S. student loan ABS (floating)

            	
              102%
      <5 yrs

              108%
      5 – 10 yrs

            
	 
      	 
      
	
              (2)
      'AAA' covered bonds (fixed), 'AAA' sovereign bonds (fixed), 'A' credit
      card ABS (floating), 'A' auto ABS (floating), 'AAA' CMBS (floating), 'AAA'
      CDO (floating) 'AA', 'A' U.S. student loan ABS (floating), and 'AAA, 'AA'
      corporate bonds (fixed or floating)

            	
              105%
      <5 yrs

              115%
      5 – 10 yrs

            
	 
      	 
      
	
              (3)  'BBB'
      credit card ABS (floating), 'BBB' auto ABS(floating), AA', 'A' CDO
      (floating), 'BBB' U.S. student loan ABS (floating), and 'A' corporate
      bonds (fixed or floating)

            	
              125%
      <5 yrs

              140%
      5 – 10 yrs

            
	 
      	 
      


    

     

    * Party A
shall observe the following guidelines in applying the Overcollateralization
Percentages in this Exhibit II:

     

    
      	
              ·  

            	
              All
      collateral shall be marked to market on each Local Business
      Day.

            


    

     

    
      	
              ·  

            	
              All
      collateral shall be
USD-denominated.

            


    

     

    
      	
              ·  

            	
              “Floating”
      refers to floating-rate bonds, and “fixed” refers to fixed-rate
      bonds.

            


    

     

    
      	
              ·  

            	
              “Corporate
      bonds” includes both U.S. and European corporate bond
      issuances.

            


    

     

    
      	
              ·  

            	
              The
      structured finance assets listed herein include Australian, Asian,
      European and U.S. issuances.

            


    

     

    
      	
              ·  

            	
              “Yrs”
      refers to an asset’s weighted-average life which is its duration-adjusted
      expected (or stated) maturity.

            


    

     

    
      	
              ·  

            	
              Any
      asset not listed in this Exhibit II will not constitute Eligible
      Collateral for purposes of the S&P Credit Support
    Amount.

            


    

    


    


    
      
        
           


        

        
          22

          
            

          

        

        
           


        

      

    

    


    EXHIBIT
III

    Tables
A, B and C for use in Calculating the Moody’s Credit Support Amount

     

    TABLE A

    


    
      	
              Weighted
      Average Life of Hedge in Years

            	
              Moody’s
      First Trigger Factors for single currency hedges

            	
              Moody’s
      First Trigger Factors for cross-currency hedges

            
	
              1
      year or less

            	
              0.15%

            	
              1.10%

               

            
	
              Greater
      than 1 year but not more than 2 years

            	
              0.30%

            	
              1.20%

            
	
              Greater
      than 2 years but not more than 3 years

            	
              0.40%

            	
              1.30%

            
	
              Greater
      than 3 years but not more than 4 years

            	
              0.60%

            	
              1.40%

            
	
              Greater
      than 4 years but not more than 5 years

            	
              0.70%

            	
              1.50%

            
	
              Greater
      than 5 years but not more than 6 years

            	
              0.80%

            	
              1.60%

            
	
              Greater
      than 6 years but not more than 7 years

            	
              1.00%

            	
              1.60%

            
	
              Greater
      than 7 years but not more than 8 years

            	
              1.10%

            	
              1.70%

            
	
              Greater
      than 8 years but not more than 9 years

            	
              1.20%

            	
              1.80%

            
	
              Greater
      than 9 years but not more than 10 years

            	
              1.30%

            	
              1.90%

            
	
              Greater
      than 10 years but not more than 11 years

            	
              1.40%

            	
              1.90%

            
	
              Greater
      than 11 years but not more than 12 years

            	
              1.50%

            	
              2.00%

            
	
              Greater
      than 12 years but not more than 13 years

            	
              1.60%

            	
              2.10%

            
	
              Greater
      than 13 years but not more than 14 years

            	
              1.70%

            	
              2.10%

            
	
              Greater
      than 14 years but not more than 15 years

            	
              1.80%

            	
              2.20%

            
	
              Greater
      than 15 years but not more than 16 years

            	
              1.90%

            	
              2.30%

            
	
              Greater
      than 16 years but not more than 17 years

            	
              2.00%

            	
              2.30%

            
	
              Greater
      than 17 years but not more than 18 years

            	
              2.00%

            	
              2.40%

            
	
              Greater
      than 18 years but not more than 19 years

            	
              2.00%

            	
              2.40%

            
	
              Greater
      than 19 years but not more than 20 years

            	
              2.00%

            	
              2.50%

            
	
              Greater
      than 20 years but not more than 21 years

            	
              2.00%

            	
              2.50%

            
	
              Greater
      than 21 years but not more than 22 years

            	
              2.00%

            	
              2.50%

            
	
              Greater
      than 22 years but not more than 23 years

            	
              2.00%

            	
              2.50%

            


    

     

     

    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    

     

     

    
      	
              Greater
      than 23 years but not more than 24 years

            	
              2.00%

            	
              2.50%

            
	
              Greater
      than 24 years but not more than 25 years

            	
              2.00%

            	
              2.50%

            
	
              Greater
      than 25 years but not more than 26 years

            	
              2.00%

            	
              2.50%

            
	
              Greater
      than 26 years but not more than 27 years

            	
              2.00%

            	
              2.50%

            
	
              Greater
      than 27 years but not more than 28 years

            	
              2.00%

            	
              2.50%

            
	
              Greater
      than 28 years but not more than 29 years

            	
              2.00%

            	
              2.50%

            
	
              30
      years or more

               

            	
              2.00%

            	
              2.50%

            


    

     

     

    TABLE B

    


    
      	
              Weighted
      Average Life of Hedge in Years

            	
              Moody’s
      Second Trigger Factors for single currency hedges that are not
      Transaction-Specific Hedges

            	
              Moody’s
      Second Trigger Factors for cross-currency hedges that are not
      Transaction-Specific Hedges

            
	
              1
      year or less

            	
              0.50%

            	
              6.10%

               

            
	
              Greater
      than 1 year but not more than 2 years

            	
              1.00%

            	
              6.30%

            
	
              Greater
      than 2 years but not more than 3 years

            	
              1.50%

            	
              6.40%

            
	
              Greater
      than 3 years but not more than 4 years

            	
              1.90%

            	
              6.60%

            
	
              Greater
      than 4 years but not more than 5 years

            	
              2.40%

            	
              6.70%

            
	
              Greater
      than 5 years but not more than 6 years

            	
              2.80%

            	
              6.80%

            
	
              Greater
      than 6 years but not more than 7 years

            	
              3.20%

            	
              7.00%

            
	
              Greater
      than 7 years but not more than 8 years

            	
              3.60%

            	
              7.10%

            
	
              Greater
      than 8 years but not more than 9 years

            	
              4.00%

            	
              7.20%

            
	
              Greater
      than 9 years but not more than 10 years

            	
              4.40%

            	
              7.30%

            
	
              Greater
      than 10 years but not more than 11 years

            	
              4.70%

            	
              7.40%

            
	
              Greater
      than 11 years but not more than 12 years

            	
              5.00%

            	
              7.50%

            
	
              Greater
      than 12 years but not more than 13 years

            	
              5.40%

            	
              7.60%

            
	
              Greater
      than 13 years but not more than 14 years

            	
              5.70%

            	
              7.70%

            


    

     

     

    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    

     

     

    
      	
              Greater
      than 14 years but not more than 15 years

            	
              6.00%

            	
              7.80%

            
	
              Greater
      than 15 years but not more than 16 years

            	
              6.30%

            	
              7.90%

            
	
              Greater
      than 16 years but not more than 17 years

            	
              6.60%

            	
              8.00%

            
	
              Greater
      than 17 years but not more than 18 years

            	
              6.90%

            	
              8.10%

            
	
              Greater
      than 18 years but not more than 19 years

            	
              7.20%

            	
              8.20%

            
	
              Greater
      than 19 years but not more than 20 years

            	
              7.50%

            	
              8.20%

            
	
              Greater
      than 20 years but not more than 21 years

            	
              7.80%

            	
              8.30%

            
	
              Greater
      than 21 years but not more than 22 years

            	
              8.00%

            	
              8.40%

            
	
              Greater
      than 22 years but not more than 23 years

            	
              8.00%

            	
              8.50%

            
	
              Greater
      than 23 years but not more than 24 years

            	
              8.00%

            	
              8.60%

            
	
              Greater
      than 24 years but not more than 25 years

            	
              8.00%

            	
              8.60%

            
	
              Greater
      than 25 years but not more than 26 years

            	
              8.00%

            	
              8.70%

            
	
              Greater
      than 26 years but not more than 27 years

            	
              8.00%

            	
              8.80%

            
	
              Greater
      than 27 years but not more than 28 years

            	
              8.00%

            	
              8.80%

            
	
              Greater
      than 28 years but not more than 29 years

            	
              8.00%

            	
              8.90%

            
	
              30
      years or more

               

            	
              8.00%

            	
              9.00%

            


    

    


    


    TABLE C

    


    
      	
              Weighted
      Average Life of Hedge in Years

            	
              Moody’s
      Second Trigger Factors for single currency hedges that are
      Transaction-Specific Hedges

            	
              Moody’s
      Second Trigger Factors for cross-currency hedges that are
      Transaction-Specific Hedges

            
	
              1
      year or less

            	
              0.65%

               

            	
              6.30%

            
	
              Greater
      than 1 year but not more than 2 years

            	
              1.30%

            	
              6.60%

            
	
              Greater
      than 2 years but not more than 3 years

            	
              1.90%

            	
              6.90%

            
	
              Greater
      than 3 years but not more than 4 years

            	
              2.50%

            	
              7.10%

            


    

     

     

    
      
        
        

      

      
        25

        
          

        

      

      
        
        

      

    

     

     

    
      	
              Greater
      than 4 years but not more than 5 years

            	
              3.10%

            	
              7.40%

            
	
              Greater
      than 5 years but not more than 6 years

            	
              3.60%

            	
              7.70%

            
	
              Greater
      than 6 years but not more than 7 years

            	
              4.20%

            	
              7.90%

            
	
              Greater
      than 7 years but not more than 8 years

            	
              4.70%

            	
              8.20%

            
	
              Greater
      than 8 years but not more than 9 years

            	
              5.20%

            	
              8.40%

            
	
              Greater
      than 9 years but not more than 10 years

            	
              5.70%

            	
              8.60%

            
	
              Greater
      than 10 years but not more than 11 years

            	
              6.10%

            	
              8.80%

            
	
              Greater
      than 11 years but not more than 12 years

            	
              6.50%

            	
              9.00%

            
	
              Greater
      than 12 years but not more than 13 years

            	
              7.00%

            	
              9.20%

            
	
              Greater
      than 13 years but not more than 14 years

            	
              7.40%

            	
              9.40%

            
	
              Greater
      than 14 years but not more than 15 years

            	
              7.80%

            	
              9.60%

            
	
              Greater
      than 15 years but not more than 16 years

            	
              8.20%

            	
              9.80%

            
	
              Greater
      than 16 years but not more than 17 years

            	
              8.60%

            	
              10.00%

            
	
              Greater
      than 17 years but not more than 18 years

            	
              9.00%

            	
              10.10%

            
	
              Greater
      than 18 years but not more than 19 years

            	
              9.40%

            	
              10.30%

            
	
              Greater
      than 19 years but not more than 20 years

            	
              9.70%

            	
              10.50%

            
	
              Greater
      than 20 years but not more than 21 years

            	
              10.00%

            	
              10.70%

            
	
              Greater
      than 21 years but not more than 22 years

            	
              10.00%

            	
              10.80%

            
	
              Greater
      than 22 years but not more than 23 years

            	
              10.00%

            	
              11.00%

            
	
              Greater
      than 23 years but not more than 24 years

            	
              10.00%

            	
              11.00%

            
	
              Greater
      than 24 years but not more than 25 years

            	
              10.00%

            	
              11.00%

            
	
              Greater
      than 25 years but not more than 26 years

            	
              10.00%

            	
              11.00%

            
	
              Greater
      than 26 years but not more than 27 years

            	
              10.00%

            	
              11.00%

            
	
              Greater
      than 27 years but not more than 28 years

            	
              10.00%

            	
              11.00%

            
	
              Greater
      than 28 years but not more than 29 years

            	
              10.00%

            	
              11.00%

            
	
              30
      years or more

               

            	
              10.00%

            	
              11.00%

            


    

    


    


    


    
      
        
           


        

        
          26

          
            

          

        

        
           


        

      

    

    


    


    Accepted
and agreed:

    


    
      	
              BANK
      OF AMERICA, N.A.

               

               

               

               

               

               

               

               

              By:__________________________________

              Name:

              Title:

              Date:

            	
              BANC
      OF AMERICA FUNDING CORPORATION 2007-6 SUPPLEMENTAL INTEREST TRUST, BY
      CITIBANK, N.A., NOT IN ITS INDIVIDUAL CAPACITY, BUT SOLELY AS SUPPLEMENTAL
      INTEREST TRUST TRUSTEE

               

               

               

              By:____________________________________

              Name:

              Title:

              Date:

            


    

    


    


    
      
        
           


        

        
          27