To:                     Wells Fargo Bank, N.A., solely as Trustee on
                        behalf of Banc of America Alternative Loan Trust 2007-2

                        9062 Old Annapolis Road
                        Columbia MD 21046 USA

Attn:                   Client Manager - BOALT 2007-2
Telephone:              410 884 2000
Fax:                    410 715 2380

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:                   16th May 2007

Our Reference No:       5250471 / 5250472

Reference Name:         Akshay Das

Internal Tracking No:   2755556 / 2755558


Dear Sir/Madam,

The purpose of this letter agreement is to confirm the terms and conditions of
the Transaction entered into between Wells Fargo Bank, N.A., solely as Trustee
on behalf of Banc of America Alternative Loan Trust 2007-2 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 2000 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 May 30, 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
Wells Fargo Bank, N.A., solely as Trustee on behalf of Banc of America
Alternative Loan Trust 2007-2.

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
                                    2-A-6 Certificates prior to distributions on
                                    the Distribution Date (as defined in the
                                    Pooling and Servicing Agreement dated May
                                    30, 2007) related to the Calculation Period.
                                    The Trustee shall make available each month
                                    via its website a statement containing the
                                    Class Certificate Balance of the Class 2-A-6
                                    Certificates for such Calculation Period.
                                    The Trustee's internet website shall
                                    initially be located at www.ctslink.com and
                                    assistance in using the website can be
                                    obtained by calling the Trustee's investor
                                    relations desk at (866) 846-4526.

Trade Date:                   15th May 2007

Effective Date:               25th May 2007

Termination Date:             25th October 2011

Fixed Amounts:

Fixed Rate Payer:             Party B

Fixed Rate Payer
Payment Dates:                31st May 2007, subject to
                              adjustment in accordance with the
                              Following Business Day Convention.

Fixed Amount:                 USD 65,950.00

Floating Amounts:

Floating Rate Payer:          Party A

Cap Rate I:                   5.55000 per cent

Cap Rate II:                  9.05000 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 June
                               2007 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:            5.32000 per cent

Floating Rate Option:          USD-LIBOR-BBA

Designated Maturity:           1 month

Spread:                        None

Floating Rate Day
Count Fraction:                30/360

Reset Dates:                   First day of each Calculation Period.

Business Days:                 New York

Calculation Agent:             Party A

     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: Name:          Wells Fargo Bank N.A - San Francisco, CA
            ABA:        121000248
            ACCT:       3970771416
            ACCT Name:  SAS Clearing
            FFC:        53149201

   Offices:

   The Office of Party 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:       Wells Fargo Bank, N.A.
                              9062  Old Annapolis Rd.
                              Columbia, MD 21045
                              ATTN: Client Manager - BOALT 2007-2


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:

Bank of America, N.A.         Wells Fargo Bank, N.A., solely as Trustee
                              on behalf of Banc of America Alternative
                              Loan Trust 2007-2



Authorised Signatory          By: ___________________________
                              Name:
                              Title:

<PAGE>

 Calculation Period
    Scheduled to
    commence on:      Notional (USD)
     5/25/2007        40,089,000.00
     6/25/2007        39,748,428.00
     7/25/2007        39,301,759.00
     8/25/2007        38,750,524.00
     9/25/2007        38,096,516.00
     10/25/2007       37,341,795.00
     11/25/2007       36,488,681.00
     12/25/2007       35,539,747.00
     1/25/2008        34,497,817.00
     2/25/2008        33,366,595.00
     3/25/2008        32,149,582.00
     4/25/2008        30,901,943.00
     5/25/2008        29,682,505.00
     6/25/2008        28,491,493.00
     7/25/2008        27,328,477.00
     8/25/2008        26,193,029.00
     9/25/2008        25,084,730.00
     10/25/2008       24,003,166.00
     11/25/2008       22,947,931.00
     12/25/2008       21,918,624.00
     1/25/2009        20,914,850.00
     2/25/2009        19,936,220.00
     3/25/2009        18,982,351.00
     4/25/2009        18,052,866.00
     5/25/2009        17,147,394.00
     6/25/2009        16,265,568.00
     7/25/2009        15,407,030.00
     8/25/2009        14,571,423.00
     9/25/2009        13,758,398.00
     10/25/2009       12,967,612.00
     11/25/2009       12,198,726.00
     12/25/2009       11,451,405.00
     1/25/2010        10,725,321.00
     2/25/2010        10,020,150.00
     3/25/2010         9,335,574.00
     4/25/2010         8,671,279.00
     5/25/2010         8,026,955.00
     6/25/2010         7,402,297.00
     7/25/2010         6,797,007.00
     8/25/2010         6,210,789.00
     9/25/2010         5,643,351.00
     10/25/2010        5,094,408.00
     11/25/2010        4,563,678.00
     12/25/2010        4,050,882.00
     1/25/2011         3,555,747.00
     2/25/2011         3,078,003.00
     3/25/2011         2,617,386.00
     4/25/2011         2,173,634.00
     5/25/2011         1,746,489.00
     6/25/2011         1,335,699.00
     7/25/2011          941,013.00
     8/25/2011          562,186.00
     9/25/2011          198,976.00



Our Reference Number:   5250471 / 5250472

Internal Tracking No:   2755556 / 2755558

<PAGE>


(Multicurrency--Cross Border)

                                     ISDA(R)

                 International Swap Dealers Association. Inc.

                                MASTER AGREEMENT

                           dated as of    May 15, 2007
                                       -------------------


  BANK OF AMERICA, N.A.              and          WELLS FARGO BANK, N.A., AS
                                                TRUSTEE, ON BEHALF OF BANC OF
                                                  AMERICA ALTERNATIVE LOAN
                                                        TRUST 2007-2
-----------------------------------       --------------------------------------

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 (C)1992 by International Swap Dealers Association, Inc.

(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.

      (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:--

(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)).

(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:--

(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:--

      (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, 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 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 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.

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 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

            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.

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.

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 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 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.

"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 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.

"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 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.                          WELLS FARGO BANK,  N.A., AS
                                               TRUSTEE, ON BEHALF OF BANC OF
                                               AMERICA ALTERNATIVE LOAN
                                               TRUST 2007-2
---------------------------------              ---------------------------------
        (Name of Party)                                (Name of Party)


By:                                            By:
   ------------------------------                 ------------------------------
Name:                                          Name:

Title:                                         Title:

Date:                                          Date:

<PAGE>


                                    SCHEDULE

                                     to the

                                Master Agreement
                          (Multicurrency-Cross Border)

                                   dated as of

                                  May 15, 2007

                                     between

    BANK OF AMERICA, N.A., a national banking association organized under the
                            laws of the United States
                                   ("Party A")

                                       and

        WELLS FARGO BANK, N.A., AS TRUSTEE, ON BEHALF OF BANC OF AMERICA
                          ALTERNATIVE LOAN TRUST 2007-2

                                     a trust
         organized and existing under the laws of the State of New York
                                   ("Party B")

                                     Part 1
                                   Definitions

      Capitalized terms used herein and not otherwise defined shall have the
meaning specified in that certain Pooling and Servicing Agreement, dated May 30,
2007 (the "Pooling and Servicing Agreement") among Banc of America Mortgage
Securities, Inc., as depositor, Wells Fargo Bank, N.A., as Trustee, and Bank of
America, National Association, as servicer. For the avoidance of doubt,
references herein to a particular "Section" of this Agreement are references to
the corresponding sections of the Master Agreement.

                             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:

<TABLE>
<CAPTION>
      Section 5(a)                             Party A                       Party B

<S>                                           <C>                           <C>
      (i)   "Failure to Pay or Deliver"        Applicable (except as         Applicable.
                                               provided below in Part
                                               1(e)(i)).

      (ii)  "Breach of Agreement"              Not Applicable.               Not Applicable.

      (iii) "Credit Support Default"           Applicable (except as         Applicable.
                                               provided below in Part
                                               1(e)(i).

      (iv)  "Misrepresentation"                Not Applicable.               Not Applicable.

      (v)   "Default Under Specified           Not Applicable.               Not Applicable.
            Transaction"

      (vi)  "Cross-Default"                    Not Applicable.               Not Applicable.

      (vii) "Bankruptcy"                       Applicable.                   Applicable (the provisions
                                                                             of Section 5(a)(vii) clause
                                                                             2 will not be applicable as
                                                                             an Event of Default to the
                                                                             extent such event relates to
                                                                             nonpayment of indebtedness
                                                                             other than that of the
                                                                             related class of
                                                                             Certificates.

      (viii)      "Merger Without Assumption"  Applicable.                   Applicable.
</TABLE>

(d)   Section 5(a)(iii)(1) will apply in respect of Party B's obligations under
      Paragraph 3(b) of any credit support annex from time to time entered into
      between Party A and Party B in relation to this Agreement.

(e)   (i) 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 any credit support annex from time to time entered into
      between Party A and Party B in relation to this Agreement shall not be an
      Event of Default unless (A) the Second Rating Trigger Requirements
      (defined below) apply and at least 30 Local Business Days have elapsed
      since the last time the Second Rating Trigger Requirements did not apply
      and (B) such failure is not remedied on or before the third Local Business
      Day after notice of such failure is given to Party A.

     (ii) 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 shareholders'
      equity of Bank of America Corporation as described in its most recently
      published audited financial statements or its equivalent in any currency
      (excluding deposits).

(f)   Application of Events 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.

(g)   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.

(h)   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.

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

(j)   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, with respect to an early termination in which Party A is the
      Defaulting Party or sole Affected Party in respect of an Additional
      Termination Event or Tax Event Upon Merger, notwithstanding Section 6 of
      this Agreement, the following amendment to Agreement set forth in
      paragraphs (i) to (ix) below shall apply:

      (i) For the purposes of Section 6(d)(i), Party B's obligation with respect
      to the extent of information to be provided with its calculations is
      limited to information Party B has already received in writing which Party
      B is able to release without breaching any contractual obligations or the
      provisions of any law applicable to Party B.

      (ii) 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 a Reference Market-maker
      that is 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
      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 Transactions 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 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 commercial terms
      substantially the same as those of this Agreement (save for the exclusion
      of provisions relating to Transactions that are not Terminated
      Transactions)."

      (iii) 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:

      (a)   If a 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 day falling ten Local
            Business Days after the day on which the Early Termination Date is
            designated (or such later day as Party B may specify in writing to
            Party A, which in any event will not be later than the Early
            Termination Date) (such day, the "Latest Settlement Amount
            Determination Day"), the Termination Currency Equivalent of the
            amount (whether positive or negative) of such Market Quotation; or

      (b)   If 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 Latest Settlement Amount
            Determination Day, 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.

      (iv) For the purpose of paragraph (4) of the definition of Market
      Quotation, Party B shall determine in its sole discretion, acting in a
      commercially reasonable manner, whether a Firm Offer is made in respect of
      a Replacement Transaction with commercial terms substantially the same as
      those of this Agreement (save for the exclusion of provisions relating to
      Transactions that are not Terminated Transactions).

      (v) Party B undertakes to use its reasonable efforts to obtain at least
      one Market Quotation before the Latest Settlement Amount Determination
      Day.

      (vi) Party B will be deemed to have discharged its obligations under (v)
      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.

      (vii) if Party B requests Party A in writing to obtain Market Quotations,
      Party A shall use its reasonable efforts to do so before the Latest
      Settlement Amount Determination Day.

      (viii) Any amount calculated as being due in respect of an Early
      Termination Date will be payable in accordance with Section 6(d)(ii),
      provided that if such payment is owed to Party B, it will be payable on
      the day that notice of the amount payable is given to Party A.

      (ix) 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).".

(k)   "Termination Currency" means United States Dollars.

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

      (i)   If Party A determines that the Agreement or any Transaction
            hereunder constitutes a prohibited transaction under the Employee
            Retirement Income Security Act of 1974, as amended ("ERISA") or
            Section 4975 of the Internal Revenue Code of 1986 (the "Code") for
            which no exemption is available, or a violation of similar effect of
            any pension investment law applicable to one or more "governmental
            plans" as defined in ERISA and the Code then it shall be an
            Additional Termination Event as to which Party B shall be the sole
            Affected Party;"

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

      (iii) An amendment and/or supplement to the Pooling and Servicing
            Agreement is made without the prior written consent of Party A (such
            consent not to be unreasonably withheld), if such amendment and/or
            supplement would: (a) adversely affect any of Party A's rights or
            obligations under this Agreement; or (b) modify the obligations of,
            or impair the ability of, Party B to fully perform any of Party B's
            obligations under this Agreement. For purposes of Section 6 of this
            Agreement, Party B shall be the sole Affected Party.

      (iv)  Downgrade of Party A. The following shall constitute Additional
            Termination Event in which Party A is the sole Affected Party:

            (A) S&P Downgrade. If a Ratings Event (as defined below) shall occur
            and be continuing with respect to Party A, then Party A shall (A)
            within 5 Business Days of such Ratings Event, give notice to Party B
            of the occurrence of such Ratings Event, and (B) use reasonable
            efforts to transfer (at its own cost) Party A's rights and
            obligations under this Agreement and all Confirmations to another
            party, subject to satisfaction of the Rating Agency Condition (as
            defined below). Unless such a transfer by Party A has occurred
            within 20 Business Days after the occurrence of a Ratings Event,
            Party A post Eligible Collateral (as designated in the approved
            Credit Support Annex), to secure Party B's exposure or potential
            exposure to Party A, and such Eligible Collateral shall be provided
            in accordance with a Credit Support Annex attached hereto.
            Notwithstanding the posting of Eligible Collateral, Party A shall
            continue to use reasonable efforts to transfer its rights and
            obligations under this Agreement to an acceptable third party;
            provided, however, that Party A's obligations to find a transferee
            and to post Eligible Collateral under such Credit Support Annex
            shall remain in effect only for so long as a Ratings Event is
            continuing with respect to Party A. For the purpose of this Part
            1(l), a "Ratings Event" shall occur with respect to Party A if the
            long-term and short-term senior unsecured deposit ratings of Party A
            cease to be at least A and A-1 by Standard & Poor's Ratings Service
            or any successor thereto ("S&P"), to the extent such obligations are
            rated by S&P. "Rating Agency Condition" means, with respect to any
            action taken or to be taken, a condition that is satisfied when S&P
            has confirmed that such action would not result in the downgrade,
            qualification (if applicable) or withdrawal of the rating then
            assigned by such Rating Agency to the applicable class of
            Certificates. In addition, if the long-term unsecured and
            unsubordinated debt rating of Party A ceases to be at least BBB- or
            is withdrawn by S&P, then Party A shall (at its own cost) (A) within
            10 General Business Days of such event use reasonable efforts to
            transfer Party A's rights and obligations under this Agreement to
            another party, subject to satisfaction of the Rating Agency
            Condition or (B) obtain a guaranty or contingent agreement of
            another person, which has the ratings set forth in the definition of
            "Ratings Event" to honor Party A's obligations under this Agreement,
            subject to satisfaction of the Rating Agency Condition. The failure
            by Party A to post Eligible Collateral in accordance herewith or to
            transfer its rights and obligations hereunder shall constitute an
            Additional Termination Event for which Party A shall be the sole
            Affected Party.

            (B) Moody's First Rating Trigger Collateral. Party A has failed to
            comply with or perform any obligation to be complied with or
            performed by Party A in accordance with the Credit Support Annex
            from time to time entered into between Party A and Party B in
            relation to this Agreement and either (x) the Moody's Second Rating
            Trigger Requirements do not apply or (y) less than 30 Local Business
            Days have elapsed since the last time the Moody's Second Rating
            Trigger Requirements did not apply.

            (C) Moody's Second Rating Trigger Replacement. (x) The Moody's
            Second Rating Trigger Requirements apply and 30 or more Local
            Business Days have elapsed since the last time the Moody's Second
            Rating Trigger Requirements did not apply and (y) (i) at least one
            Eligible Replacement 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 Part 5(m) below and/or (ii)
            at least one entity with the Moody's First Trigger Required Ratings
            and/or the Moody's Second Trigger Required Ratings has made a Firm
            Offer (which remains capable of becoming legally binding upon
            acceptance by the offeree) to provide an Eligible Guarantee in
            respect of all of Party A's present and future obligations under
            this Agreement.

            For the purpose of sub-paragraph (B) and (C) above:

            "Eligible Guarantee" means an unconditional and irrevocable
            guarantee that 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 or (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.

            "Eligible Replacement" means an entity (A) with the Moody's First
            Trigger Required Ratings and/or the Moody's Second Trigger Required
            Ratings that is the subject of a legal opinion given by a law firm
            confirming that none of its payments to Party B will be subject to
            withholding for tax or (B) whose present and future obligations
            owing to Party B are guaranteed pursuant to an Eligible Guarantee
            provided by a guarantor with the Moody's First Trigger Required
            Ratings and/or the Moody's Second Trigger Required Ratings.

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

            "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

            "Relevant Entities" means Party A and any guarantor under an
            Eligible Guarantee in respect of all of Party A's present and future
            obligations under this Agreement.

            An entity shall have the "Moody's First Trigger Required Ratings"
            (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.

            (i) The "Moody's Second Rating Trigger Requirements" shall apply so
            long as no Relevant Entity has the Second Trigger Required Ratings.

            An entity shall have the "Moody's Second Trigger Required Ratings"
            (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.

            (ii) So long as the Moody's Second Rating Trigger Requirements
            apply, Party A will at its own cost use commercially reasonable
            efforts to, as soon as reasonably practicable, procure either (x) an
            Eligible Guarantee in respect of all of Party A's present and future
            obligations under this Agreement to be provided by a guarantor with
            the Moody's First Trigger Required Ratings and/or the Moody's Second
            Trigger Required Ratings or (y) a transfer in accordance with Part
            5(m)(ii) below.

                                     Part 2
                               Tax Representations

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

      (i)   Party A represents that 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.

      (ii)  Party B represents that it 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:

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------
      Party Required to deliver
               Document                    Form/Document/Certificate         Date by which to Delivered
---------------------------------------------------------------------------------------------------------------
<S>                      <C>                                             <C>

Party B.                                                                 (i) Before the first Payment Date
                                       An executed U.S. Internal         under this Agreement, (ii)
                                       Revenue Service Form W-9 (or any  promptly upon reasonable demand
                                       successor thereto).               by Party A and (iii) promptly
                                                                         upon learning that any such form
                                                                         previously provided to Party A
                                                                         has become obsolete or incorrect.
</TABLE>

(b)   Other documents to be delivered are:

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------
   Party Required to                Form/Document/              Date by which to be      Covered by Section
    deliver Document                 Certificate                     Delivered          3(d) Representation
---------------------------------------------------------------------------------------------------------------
<S>                      <C>                                  <C>                              <C>
Party B.                 Credit Support Document, if any,     Concurrently with the             Yes.
                         specified in Part 4 hereof, such     execution of this
                         Credit Support Document being duly   Agreement.
                         executed if required.

Party A/Party B.         Incumbency certificate or other      Concurrently with the             Yes.
                         documents evidencing the authority   execution of this
                         of the party entering into this      Agreement or of any
                         Agreement or any other document      other documents
                         executed in connection with this     executed in connection
                         Agreement.                           with this Agreement.

Party B.                 Monthly statement setting forth the  To be made available on           Yes.
                         information specified in Section     www.ctslink.com as soon
                         5.04 of the Pooling and Servicing    as available.
                         Agreement

Party A and Party B.     Legal opinion from counsel (which    Concurrently with the             No.
                         may be in house counsel) concerning  execution of this
                         due authorization, enforceability    Agreement.
                         and related matters, addressed to
                         the other party and acceptable to
                         such other party.

Party A and Party B.    Certified copies of all corporate,   Upon execution and                 Yes
                        partnership or membership            delivery of this
                        authorizations, as the case may be,  Agreement or promptly
                        and any other documents with         upon receipt in the
                        respect to the execution, delivery   case of Party B
                        and performance of this Agreement
                        and any Credit Support Document

Party A.                Annual Report of Bank of America     To be made available on            Yes
                        Corporation containing audited,      www.bankofamerica.com/investor/
                        consolidated financial statements    as soon as available
                        certified by independent certified   and in any event within
                        public accountants and prepared in   90 days after the end
                        accordance with generally accepted   of each fiscal year of
                        accounting principles in the         Party A
                        country in which such party is
                        organized


Party A.                Quarterly Financial Statements of    To be made available on            Yes
                        Bank of America Corporation          www.bankofamerica.com/investor/
                        containing unaudited, consolidated   as soon as available
                        financial statements of such         and in any event within
                        party's fiscal quarter prepared in   30 days after the end
                        accordance with generally accepted   of each fiscal quarter
                        accounting principles in the         of Party A
                        country in which such party is
                        organized
</TABLE>
                  [remainder of page intentionally left blank]

<PAGE>

                                     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, IL 60606
      Attention: Swap Operations
      Telephone No.: 312-234-2732
      Facsimile No.: 866-255-1444

      with a copy to:

      Bank of America, N.A.
      100 N. Tryon St., NC1-007-13-01
      Charlotte, North Carolina  28255
      Attention: Global Markets Trading Agreements
      Facsimile No.: 704-386-4113

      (For all purposes).

      Address for notices or communications to Party B:

         c/o Wells Fargo Bank, N.A.
         9062 Old Annapolis Road
         Columbia, MD 21045
         Attention: Client Manager - BOAALT 2007-2
         Telephone No.: 410.884.2000
         Facsimile No.: 410.715.2380

      (For all purposes).

(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:

      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.

      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: the 1994 ISDA Credit Support Annex and paragraph 13 thereto dated
      as of the date hereof and attached hereto.

      Party B: the Pooling and Servicing Agreement.

      Party B agrees that any security interests in collateral granted to Party
      A under the foregoing Credit Support Documents shall secure the
      obligations of Party B to Party A under this Agreement.

(g)   Credit Support Provider.

      Credit Support Provider means in relation to Party A, Not Applicable

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

(h)   Governing Law. 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 provisions, except for Sections 5-1401 and 5-1402 of
      the New York General Obligations Law).

(i)   Netting of Payments. Subparagraph (ii) of Section 2(c) shall apply to all
      Transactions; provided, however, if the parties otherwise so agree, then
      subparagraph (ii) of Section 2(c) shall not apply.

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

                                     Part 5
                                Other Provisions

(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. For purposes of Section 3, the following shall
      be added, immediately following paragraph (f) thereto:

      (g)   It (in the case of Party B, the Issuing Entity) is an "eligible
            contract participant" within the meaning of Section 1(a)(12) of the
            Commodity Exchange Act, as amended.

      (h)   It (in the case of Party B, the Issuing Entity) 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)   It (in the case of Party B, the Issuing Entity) 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:

            Non-Reliance. Each party (in the case of Party B, the Issuing
            Entity) 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 evaluation
            and understanding (on its own behalf or through independent
            professional advice), and understand 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.

      In addition, Party B makes the following representations to Party A
            (which representations will be deemed to be repeated by Party B at
            all times until the termination of this Agreement):

            (A) ERISA Prohibited Transactions.

            this Agreement and the Transactions contemplated under this
            Agreement do not and will not constitute a prohibited transaction
            under the Employee Retirement Income Security Act of 1974, as
            amended ("ERISA") or the Internal Revenue Code of 1986, as amended
            (the "Code"), by reason that all of the conditions of the
            Underwriter Exemption, Prohibited Transaction Exemption 93-31, have
            been satisfied;

      In addition, Party A represents that:

            Pari Passu: Its obligations under this Agreement rank pari passu
            with all of its other unsecured, unsubordinated obligations except
            those obligations preferred by operation of law.

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

(e)   Set-off. Without affecting the provisions of this Agreement requiring the
      calculation of certain net payment amounts, as a result of an Event of
      Default or Additional Termination Event or otherwise, all payments under
      this Agreement will be made without setoff or counterclaim. Section 6(f)
      of this Agreement is deleted in its entirety

(f)   Escrow. If by reason of the time difference between the cities in which
      payments are to be made, it is not possible for simultaneous payments to
      be made on any date on which both parties are required to make payments
      hereunder, either party may, at its option and in its sole discretion,
      notify the other party that payments on that date are to be made in
      escrow. In this case, deposit of the payment due earlier on that date
      shall be made by 2:00 p.m. (local time at the place for the earlier
      payment) on that date with an escrow agent selected by the notifying party
      (and reasonably acceptable to the notified party), accompanied by
      irrevocable payment instructions (i) to release the deposited payment to
      the intended recipient upon receipt by the escrow agent of the required
      deposit of the corresponding payment from the other party on the same date
      accompanied by irrevocable payment instructions to the same effect or (ii)
      if the required deposit of the corresponding payment is not made on that
      same date, to return the payment deposited to the party that paid it in
      escrow. The party that elects to have payments made in escrow shall pay
      the costs of the escrow arrangements and shall cause those arrangements to
      provide that the intended recipient of the payment due to be deposited
      first shall be entitled to interest on that deposited payment for each day
      in the period of its deposit at the rate offered by the escrow agent for
      that day for overnight deposits in the relevant currency in the office
      where it holds that deposited payment (at 11:00 a.m. local time on that
      day) if that payment is not released by 5:00 p.m. local time on the date
      it is deposited for any reason, other than the intended recipient's
      failure to make the escrow deposit it is required to make hereunder in a
      timely fashion.

(g)   Consent to Recording. The parties agree that each may electronically
      record all telephonic conversations between marketing and trading
      personnel in connection with this Agreement and that any such recordings
      may be submitted in evidence in any Proceedings relating to the Agreement.

(h)   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 HEREUNDER.

(i)   Definitions. Capitalized terms used within this Agreement or in the
      Confirmations to the Transaction but not defined herein or therein shall
      have the meanings assigned to such terms in the Pooling and Servicing
      Agreement.

(j)   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 at the end of such Section: ", and unless the
            Rating Agencies confirm that such amendment will not cause
            the reduction, suspension or withdrawal of the then current
            rating on any of the Certificates, unless such amendment
            clarifies any term or provision, corrects any inconsistency,
            cures any ambiguity, or corrects any typographical error in
            the Agreement (in which case copies of such proposed
            amendment will be provided to the Rating Agencies prior to
            the effectiveness of such amendment)."

      (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 which would
            adversely affect any of Party A's rights or obligations under this
            Agreement, or modify the obligations of or impair the ability of
            Party B to fully perform any of Party B's obligations under this
            Agreement, Party B shall 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, as well as
            satisfaction of the Rating Agency Condition. 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.

(k)   Transfers.

      (i)   Section 7 of this Agreement shall not apply to Party A and, subject
            to Section 6(b)(ii) and Part 5(m)(ii) below, 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 and satisfaction of Rating Agency Condition.

      (ii)  Party A may (at its own cost) transfer all or substantially all of
            its rights and obligations with respect to this Agreement to any
            other entity (a "Transferee") that is an Eligible Replacement,
            provided that Party B shall determine in its sole discretion, acting
            in a commercially reasonable manner, whether or not a transfer
            relates to all or substantially all of Party A's rights and
            obligations under this Agreement. Following such transfer, all
            references to Party A shall be deemed to be references to the
            Transferee and satisfaction of Rating Agency Condition.

      (iii) 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 cost) at Party A's written request, take any reasonable
            steps required to be taken by it to effect such transfer and
            satisfaction of Rating Agency Condition.

(l)   Non-Petition. Party A hereby agrees that it will not, prior to the date
      which is one year and one day after all Certificates (as such term is
      defined in the Pooling and Servicing Agreement) issued by the Issuing
      Entity pursuant to the Pooling and Servicing Agreement have been paid in
      full, acquiesce, petition or otherwise invoke or cause Party B, or Banc of
      America Alternative Loan Trust 2007-2 Trust (the "Issuing Entity") to
      invoke the process of any court or governmental authority for the purpose
      of commencing or sustaining a case against Party B or the Issuing Entity
      under any federal or state bankruptcy, insolvency or similar law or for
      the purpose of appointing a receiver, liquidator, assignee, trustee,
      custodian, sequestrator or other similar official for Party B or the
      Issuing Entity or any substantial part of the property of Party B or the
      Issuing Entity, or for the purpose of 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.

(m)   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.

(n)   Limited Recourse. The obligations of Party B under this Agreement are
      limited recourse obligations of the Issuing Entity, payable solely from
      the amounts provided under the Pooling and Servicing Agreement, subject to
      and in accordance with the terms of the Pooling and Servicing Agreement,
      and, following payment of such amounts, any claims of Party A against
      Party B shall be extinguished. It is understood that the foregoing
      provisions shall not (i) prevent recourse to the assets of the Issuing
      Entity for the sums due or to become due under any security, instrument or
      agreement which is secured by such assets (subject to the priority of
      payments set forth in the Pooling and Servicing Agreement) or (ii)
      constitute a waiver, release or discharge of any obligation of Party B
      arising under this Agreement until such assets have been realized and the
      proceeds applied in accordance with the Pooling and Servicing Agreement,
      whereupon any outstanding obligation of Party B under this Agreement shall
      be extinguished. Notwithstanding the foregoing (or anything to the
      contrary in this Agreement), Party B shall be liable for its own fraud,
      negligence, willful misconduct and/or bad faith.

(o)   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.

(p)   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
      promptly, 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.

(q)   Additional Events of Default with respect to Party B. The occurrence of
      any of the following events shall constitute an Event of Default with
      respect to Party B as though specified as such in Section 5(a) of this
      Agreement:

      (i) Loss of Exemption and Prohibited Transaction. If Party A determines
      that the Underwriter Exemption (as defined above) does not apply to this
      Agreement or any Transaction hereunder and that the execution, delivery or
      performance of the Agreement or any Transaction hereunder constitutes a
      prohibited transaction under the Employee Retirement Income Security Act
      of 1974, as amended ("ERISA") or Section 4975 of the Internal Revenue Code
      of 1986 (the "Code") for which no exemption is available, or a violation
      of similar effect of any pension investment law applicable to one or more
      "governmental plans" as defined in ERISA and the Code.

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

      (i)   This Agreement, including any Credit Support Document, is a "master
            netting agreement" as defined in the U.S. Bankruptcy Code (the
            "Code"), and a "netting contract" as defined in the netting
            provisions of the Federal Deposit Insurance Corporation Improvement
            Act of 1991 ("FDICIA"), and this Agreement, including any Credit
            Support Document, and each Transaction hereunder is of a type set
            forth in Section 561(a)(1)-(5) of the Code;

      (ii)  Party A is a "master netting agreement participant," a "financial
            institution," a "financial participant," a "forward contract
            merchant" and a "swap participant" as defined in the Code, and a
            "financial institution" as defined in the netting provisions of
            FDICIA;

      (iii) The remedies provided herein, and in any Credit Support Document,
            are the remedies referred to in Section 561(a), Sections 362(b)(6),
            (7), (17) and (27), and Section 362(o) of the Code, and in Section
            11(e)(8)(A) and (C) of the Federal Deposit Insurance Act;

      (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 "margin payments," "settlement payments"
            and "transfers" under Sections 546(e), (f), (g) or (j), and under
            Section 548(d)(2) of the Code; and

      (v)   Each obligation under this Agreement, any Credit Support Document or
            any Transaction hereunder is an obligation to make a "margin
            payment," "settlement payment" and "payment" within the meaning of
            Sections 362, 560 and 561 of the Code.

(s)   Tax.

      (i)   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.

      (ii)  Section 2(d)(i)(4) of this Agreement shall be deleted in its
            entirety and replaced with the words "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".

(t)   Limitation of Trustee's Liability. It is expressly understood and agreed
      by the parties hereto that insofar as this Agreement or the Confirmation
      is executed by Wells Fargo Bank, N.A., (i) the same is executed and
      delivered by it not in its individual capacity but solely as 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 Wells Fargo Bank, N.A. in its individual
      capacity, but is made and intended solely for the purpose of binding only
      Party B, and (iii) under no circumstances shall Wells Fargo Bank, N.A., in
      its individual capacity, be 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), the Trustee shall be liable for its own fraud,
      negligence, willful misconduct and/or bad faith

(u)   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.

      (a) 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.

      (b) 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.

      (c) If required, Party A shall provide to the Trustee 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 Sponsor 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 on terms substantially similar to this Agreement 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.

      (d) "Reg AB Approved Entity" means any entity that (i) has the ability to
      provide the Reg AB Information and (ii) meets or exceeds the Approved
      Rating Thresholds (as defined below). 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.

      (e) "Approved Rating Thresholds" means an entity that has a long-term and
      short-term senior unsecured deposit rating of at least A and A-1 by S&P
      and A1 and P-1 by Moody's, to the extent such obligations are rated by S&P
      and Moody's.

                  [remainder of page intentionally left blank]

<PAGE>

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

BANK OF AMERICA, N.A.                      WELLS FARGO BANK,  N.A., AS TRUSTEE,
                                           ON  BEHALF OF BANC OF AMERICA
                                           ALTERNATIVE LOAN TRUST 2007-2


______________________________             ______________________________
Name:                                      Name:
Title:                                     Title:

<PAGE>


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

                                     ISDA(R)

              International Swaps and Derivatives Association, Inc.

                              CREDIT SUPPORT ANNEX

                             to the Schedule to the

                                MASTER AGREEMENT

                            dated as of May 15, 2007
                                       ------------------

                                     between

      BANK OF AMERICA, N.A.              and    WELLS FARGO BANK, N.A., AS
                                              TRUSTEE, ON BEHALFOF BANC OF
                                                AMERICA ALTERNATIVE LOAN
                                                      TRUST 2007-2
-------------------------------------       ------------------------------------
            ("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 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

(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:

      (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.

      (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.

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.

(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;

      (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 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").

"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.

"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

      (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", "Return Amount" will have the meanings specified
            in Paragraphs 3(a), 3(b) and 3, respectively, except that the words
            "upon a demand made by the Transferee on or promptly following a
            Valuation Date" shall be deleted and replaced by the words "on each
            Valuation Date".

      (ii)  "Credit Support Amount" (x) means the Amount required under
            Paragraph 13(o) (in the case of a Party A Rating Event relating to
            an action taken by S&P); (y) has the meaning specified under the
            relevant definition of Ratings Criteria (in the case of Moody's
            First Trigger Event or Moody's Second Trigger Event); or (z) means
            Party B's Exposure under the Agreement to which this Annex relates
            (in the case of a Party A Rating Event relating to an action taken
            by Fitch), in each case as calculated on a daily basis by the
            Valuation Agent. The Credit Support Amount shall be calculated by
            reference to the provisions set forth in this Annex which would
            result in Party A transferring the greatest amount of Eligible
            Credit Support to Party B. In circumstances where more than one of
            the Ratings Criteria apply, the Credit Support Amount shall be
            calculated by reference to the Ratings Criteria which would result
            in Party A transferring the greatest amount of Eligible Credit
            Support.

     (iii) Eligible Collateral. The following items will qualify as "Eligible
           Collateral":

<TABLE>
<CAPTION>
                                                 Valuation      Moody's First    Moody's Second
                                              Percentage:*     Ratings Trigger   Ratings Trigger     S&P
                                              ------------     ---------------   ---------------     ---

<S>                                           <C>              <C>               <C>               <C>
     (A)    Cash: US Dollars                                        100%              100%          100%
            in depository account form.

     (B)    U.S. Treasury Securities:                               100%%             100%           98%
            negotiable debt obligations
            issued by the U.S. Treasury
            Department ("Treasuries") having
            a remaining maturity of up to
            and not more than 1 year.

     (C)    Treasuries having a remaining                           100%           99% (1-2yr)       90%
            maturity of greater than 1 year                                        98% (2-3yr)
            but not more than 10 years.                                            97% (3-5yr)
                                                                                   95% (5-7yr)
                                                                                  94% (7-10yr)

     (D)    Treasuries having a remaining                           100%          89% (10-20yr)      84%
            maturity of greater than 10                                            87% (>20yr)
            years.

     (E)    Agency Securities: negotiable                           100%               99%           98%
            debt obligations of the Federal                                        94% (5-7yr)
            National Mortgage Association                                         93% (7-10yr)
            (FNMA), Federal Home Loan
            Mortgage Corporation (FHLMC),
            Federal Home Loan Banks (FHLB),
            Federal Farm Credit Banks (FFCB),
            Student Loan Marketing Association
            (SLMA), Tennessee Valley Authority
            (TVA) (collectively, "Agency
            Securities") having a remaining
            maturity of not more than 1 year.

     (F)    Agency Securities having a                              100%           98% (1-2yr)       92%
            remaining maturity of greater                                          97% (2-3yr)
            than 1 year but not more than 5                                        96% (3-5yr)
            years.

     (G)    Agency Securities having a                              100%           94% (5-7yr)       88%
            remaining maturity of greater                                         93% (7-10yr)
            than 5 years but not more than
            10 years.

     (H)    Agency Securities having a                              100%               88%           79%
            remaining maturity of greater than
            10 years but not more than 20
            years.

     (I)    Agency Securities having a                              100%               86%           76%
            remaining maturity of greater than
            20 years but not more than 30
            years.

     (J)    FHLMC Certificates. Mortgage                             81%               81%           81%
            participation certificates
            issued by FHLMC evidencing
            undivided interests or
            participations in pools of first
            lien conventional or FHA/VA
            residential mortgages or deeds
            of trust, guaranteed by FHLMC,
            and having a remaining maturity
            of not more than 30 years.

     (K)    FNMA Certificates.                                       81%               81%           81%
            Mortgage-backed pass-through
            certificates issued by FNMA
            evidencing undivided interests
            in pools of first lien mortgages
            or deeds of trust on residential
            properties, guaranteed by FNMA,
            having a remaining maturity of
            not more than 30 years.

     (L)    GNMA Certificates.                                       81%               81%           81%
            Mortgage-backed pass-through
            certificates issued by private
            entities, evidencing undivided
            interests in pools of first lien
            mortgages or deeds of trust on
            single family residences,
            guaranteed by the Government
            National Mortgage Association
            (GNMA) with the full faith and
            credit of the United States, and
            having a remaining maturity of
            not more than 30 years.

     (M)    Commercial Paper. Commercial                             80%               80%          99.0%
            Paper with a rating of at least
            P-1 by Moody's, at least F-1 by
            Fitch and at least A-1+ by S&P
            and having a remaining maturity
            of not more than 30 days.

     (N)    Other. Other items of Credit                      % to be           % to be           % to be
            Support approved by each                          determined        determined        determined
            applicable rating agency with
            such valuation percentages as
            determined by each applicable
            rating agency.
</TABLE>

* The Valuation Percentage shall equal the percentage specified under such
Rating Agency's name above. If Party A is rated by more than one Rating Agency
specified above, the Valuation Percentage shall equal the lowest of the
applicable percentages specified above.

      (iv)  There shall be no "Other Eligible Support" for Party A for purposes
            of this Annex.

      (v)   Thresholds.

            (A)   "Independent Amount" means with respect to Party A: Not
                  Applicable.
                  "In dependent Amount" means with respect to Party B: Not
                  Applicable.

            (B)   "Threshold" means with respect to Party A: Infinity; provided
                  that for so long as Party A is not above the Moody's First
                  Trigger Required Ratings and S&P's Ratings Event and either
                  (i) Party A had been below the Moody's First Trigger Required
                  Ratings or below S&P's Ratings Event since this Annex was
                  executed or (ii) at least 30 Local calendar Days have elapsed
                  since the last time Party A was above both theMoody's First
                  Trigger Required Ratings and S&P's Ratings Event, the
                  Threshold with respect to Party A shall be zero; further,
                  provided, if a Ratings Event has occurred and is continuing
                  pursuant to Part 1(l)(v) of the Agreement, the Threshold shall
                  be zero in the event Party A fails to assign all of its rights
                  and obligations under the Agreement on or before the 20th day
                  after the date of a Ratings Event (as described in Part
                  1(l)(v) of the Schedule) continues to exist. Party A will post
                  Eligible Collateral on or prior to the 20th day following a
                  Ratings Event.

                  "Threshold" means with respect to Party B: Not
                  Applicable.

            (C)   "Minimum Transfer Amount" means with respect to Party A: $
                  10,000.
                  "Minimum Transfer Amount" means with respect to Party B: $
                  10,000.

            (D)   Rounding. The Delivery Amount will be rounded up and the
                  Return Amount will be rounded down to the nearest integral
                  multiple of $10,000.00, 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.

      (ii)  "Valuation Date" means: each local Business Day which if treated as
            a Valuation Date would result in a Delivery Amount or Return Amount.

      (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)  Value. For the purpose of Paragraphs 5(i)(C) and 5(ii), the Value of
            Posted Credit Support 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 the product of
            (i) 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 Secured Party, multiplied by (ii) the percentage figure
            listed in Paragraph 13(b)(ii) hereof with respect to such security.

      (iii) 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 the other party to be entered
                  in one or more accounts (each, a "Collateral Account") 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 $10 billion and a long term debt or
                  deposit rating of at least (i) Baa2 from Moody's and (ii) BBB
                  from S&P (a "Qualified Institution"), each of which accounts
                  may include property of other parties but will bear a title
                  indicating the Secured Party's interest in said account and
                  the Posted Collateral in such account. In addition the Secured
                  Party may direct the Pledgor to transfer or deliver Eligible
                  Collateral directly into the Secured Party's Collateral
                  Account(s). If otherwise qualified, the Secured Party may act
                  as such Qualified Institution and 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 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.

      Initially, the Custodian for Party B is Wells Fargo Bank, N.A.

      (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 Cash, for any day, will be the interest rate actually earned by
            Party B prior thereto.

      (ii)  The "Transfer of Interest Amount" will be made within 3 Local
            Business Days after the last Local Business Day of each calendar
            month.

      (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."

(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

     Party B:     As set forth in the Schedule.


(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:     Wells Fargo Bank, National Association
                  San Francisco, CA
                  ABA 121000248
                  Account No.: 53149202
                  Account Name: SAS Clearing
                  FFC: 53149202, BOALT 2007-2 Posted Collateral Account
                  Treasury Securities:

                  Wells Fargo Bank, National Association

                  San Francisco, CA

                  ABA 121000248
                  Account No. 53149202, BOALT 2007-2 Posted Collateral Account

(m)   Other Provisions.

      (i)   This Credit Support Annex is a Security Agreement under the New York
            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)   Paragraph 12 of this Annex is amended by deleting the definitions of
            "Pledgor" and "Secured Party" and replacing them with the
            following:"

            " `Secured Party' means Party B.

            `Pledgor' means Party A."

      (vi)  Paragraph 12 is hereby amended by adding, in alphabetical order, the
            following:

            "Moody's" means Moody's Investor Services, Inc., or any
            successor to the rating business of such entity."

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

      (vii) The obligations of Party A, as Pledgor hereunder, to post Eligible
            Collateral for the benefit of Party B will only become effective if
            a Ratings Event has occurred and is continuing with respect to Party
            A and Party A has not satisfied the requirements of Part 1(l)(v) of
            the Agreement within 20 days of the occurrence of such Ratings Event
            or 30 Local Business Days from the occurrence of a Moody's First
            Trigger Event or Moody's Second Trigger Event.

(o)   S&P Credit Support Amount. With respect to a Ratings Event relating to an
      action taken by S&P, the "Credit Support Amount" shall mean with respect
      to a Pledgor on a Valuation Date the sum of:

      (i)   the greater of MTM and $0, plus

      (ii)  VB

      where:

      "MTM" means Secured Party's Exposure;

      "VB" means the Notional Amount (as defined in the Confirmation for each
      outstanding Transaction under this Agreement) times the relevant
      percentage set out in Table A below:

TABLE A

                                               Volatility Buffer
<TABLE>
<CAPTION>
                                                          Less than 10 years,
                                 Less than 5 years to     but more than 5 years   Greater than 10 years
                                 Termination Date of the  to Termination Date of  to Termination Date of
      Counterparty               Transaction.             the Transaction.        the Transaction.
      -----------------------------------------------------------------------------------------------------

<S>                              <C>                      <C>                     <C>
      The rating by S&P of       3.25%                    4.00%                   4.75%
      Party A's long-term
      unsecured, unsubordinated
      obligations is at least
      equal to "A"

      The rating by S&P of       4.00%                    5.00%                   6.25%
      Party A's long-term
      unsecured, unsubordinated
      obligations is equal to
      "A-"

      The rating by S&P of       4.50%                    6.75%                   7.50%
      Party A's long-term
      unsecured, unsubordinated
      obligations is equal to
      or less than "BB+"
</TABLE>

(p)   Moody's Ratings Criteria.

      "Ratings Criteria" means, the criteria used by Moody's ("Moody's
      Criteria") for the purposes of determining the amount of Eligible Credit
      Support Party A is required to transfer at any time when the Threshold
      with respect to Party A is zero.

      Moody's Criteria

      Moody's Credit Support Amount.* With respect to a Ratings Event relating
      to an action taken by Moody's, the "Credit Support Amount" shall mean with
      respect to a Pledgor on a Valuation Date the sum of:

      (i)   With respect to a Moody's First Trigger Event:

            (A)   the greater of the Secured Party's Exposure and $0, plus

            (B)   Notional Amount times the relevant percentage set out in Table
                  B below.

      (ii)  With respect to a Moody's Second Trigger Event:

            (A) the greater of the Secured Party's Exposure, $0 or the amount
      owed by Party A on the next Payment Date (as such term is defined in the
      Confirmation for each outstanding Transaction under this Agreement), plus

            (B) Notional Amount times the relevant percentage set out in Table B
      below.

* To the extent that both the Moody's Credit Support Amount and the S&P Credit
Support Amount apply, the greater of the two amounts shall be the Credit Support
Amount.

TABLE B
                                                              Moody's Second
Weighted Average Life of Hedge    Moody's First Trigger       Trigger Event has
in Years                          Event has Occurred          Occurred
--------------------------------------------------------------------------------
1                                 0.15%                       0.50%
2                                 0.30%                       1.00%
3                                 0.40%                       1.50%
4                                 0.60%                       1.90%
5                                 0.70%                       2.40%
6                                 0.80%                       2.80%
7                                 1.00%                       3.20%
8                                 1.10%                       3.60%
9                                 1.20%                       4.00%
10                                1.30%                       4.40%
11                                1.40%                       4.70%
12                                1.50%                       5.00%
13                                1.60%                       5.40%
14                                1.70%                       5.70%
15                                1.80%                       6.00%
16                                1.90%                       6.30%
17                                2.00%                       6.60%
18                                2.00%                       6.90%
19                                2.00%                       7.20%
20                                2.00%                       7.50%
21                                2.00%                       7.80%
22                                2.00%                       8.00%
23                                2.00%                       8.00%
24                                2.00%                       8.00%
25                                2.00%                       8.00%
26                                2.00%                       8.00%
27                                2.00%                       8.00%
28                                2.00%                       8.00%
29                                2.00%                       8.00%
30                                2.00%                       8.00%

<PAGE>


Accepted and agreed:

BANK OF AMERICA, N.A.                        WELLS FARGO BANK, N.A., AS TRUSTEE,
                                             ON  BEHALF OF BANC OF AMERICA
                                              ALTERNATIVE LOAN TRUST 2007-2

By: . . . . . . . . . . . . . . . .
   Name:                                     By: . . . . . . . . . . . . . . . .
   Title:                                        Name:
   Date:                                         Title:
                                                 Date: