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To:                    Wells Fargo Bank, N.A., solely as Trustee on
                       behalf of Banc of America Alternative Loan Trust
                       2007-1

                       9062 Old Annapolis Road
                       Columbia, MD 21046 USA

Attn:                  Client Manager - BOALT 2007-1
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:                  7th March 2007

Our Reference No:      5132646/5132643
Reference Name:        Suzanne Buchta
Internal Tracking No:  2567894/2567893

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 2007-1 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 March 29, 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 2007-1.

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 3-A-16 Certificates prior to
                                  distributions on the Distribution Date
                                  (as defined in the Pooling and
                                  Servicing Agreement dated March 29,
                                  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
                                  3-A-16 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 (301)
                                  815-6600.

Trade Date:                 7th March 2007

Effective Date:             25th March 2007

Termination Date:           25th July 2010


Fixed Amounts:

Fixed Rate Payer:           Party B

Fixed Rate Payer
Payment Dates:              30th March 2007, subject to
                            adjustment in accordance with the
                            Following Business Day Convention.

Fixed Amount:               USD [     ]


Floating Amounts:

Floating Rate Payer:        Party A

Cap Rate I:                 5.40000 per cent

Cap Rate II:                8.90000 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 April 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:        50999402


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 2007-1

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 2007-1



Authorised Signatory                By: ___________________________
                                    Name:
                                    Title:


<PAGE>



                        Calculation
                           Period
                        Scheduled to
                        Commence On:       Notional (USD)
                        ------------       --------------
                         3/25/2007          30,000,000.00
                         4/25/2007          30,000,000.00
                         5/25/2007          30,000,000.00
                         6/25/2007          30,000,000.00
                         7/25/2007          30,000,000.00
                         8/25/2007          30,000,000.00
                         9/25/2007          30,000,000.00
                         10/25/2007         30,000,000.00
                         11/25/2007         30,000,000.00
                         12/25/2007         30,000,000.00
                         1/25/2008          30,000,000.00
                         2/25/2008          30,000,000.00
                         3/25/2008          30,000,000.00
                         4/25/2008          30,000,000.00
                         5/25/2008          30,000,000.00
                         6/25/2008          30,000,000.00
                         7/25/2008          30,000,000.00
                         8/25/2008          30,000,000.00
                         9/25/2008          30,000,000.00
                         10/25/2008         30,000,000.00
                         11/25/2008         30,000,000.00
                         12/25/2008         30,000,000.00
                         1/25/2009          30,000,000.00
                         2/25/2009          30,000,000.00
                         3/25/2009          8,546,620.00
                         4/25/2009          7,809,556.00
                         5/25/2009          7,099,798.00
                         6/25/2009          6,416,644.00
                         7/25/2009          5,759,406.00
                         8/25/2009          5,127,416.00
                         9/25/2009          4,520,020.00
                         10/25/2009         3,936,578.00
                         11/25/2009         3,376,469.00
                         12/25/2009         2,839,084.00
                         1/25/2010          2,323,829.00
                         2/25/2010          1,830,124.00
                         3/25/2010          1,357,403.00
                         4/25/2010           905,114.00
                         5/25/2010           472,717.00
                         6/25/2010            59,686.00

Our Reference Number:   5132646/5132643
Internal Tracking No:   2567894/2567893

<PAGE>


                                      ISDA

         International Swaps and Derivatives Association, Inc.

                              2002 MASTER AGREEMENT

dated as of      March 29, 2007

                                            WELLS FARGO BANK,  N.A., AS
                                            TRUSTEE, ON  BEHALF OF BANC OF
                                            AMERICA ALTERNATIVE LOAN TRUST
BANK OF AMERICA, N.A.                and    2007-1

have entered and/or anticipate entering into one or more transactions (each a
"Transaction") that are or will be governed by this 2002 Master Agreement, which
includes the schedule (the "Schedule"), and the documents and other confirming
evidence (each a "Confirmation") exchanged between the parties or otherwise
effective for the purpose of confirming or evidencing those Transactions. This
2002 Master Agreement and the Schedule are together referred to as this "Master
Agreement".

Accordingly, the parties agree as follows:-

1.    Interpretation

(a) Definitions. The terms defined in Section 14 and elsewhere in this Master
Agreement 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, 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.

                              Copyright (C) 2002 by
              International Swaps and Derivatives Association, Inc.

<PAGE>


      (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 condition specified in this Agreement to be a condition
      precedent for the purpose of this Section 2(a)(iii).

(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 Settlement 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 of Payments. 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 which 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
and payment obligation will be determined in respect of all amounts payable on
the same date in the same currency in respect of those Transactions, regardless
of whether such amounts are payable in respect of the same Transaction. The
election may be made in the Schedule or any Confirmation by specifying that
"Multiple Transaction Payment Netting" applies to the Transactions identified as
being subject to the election (in which case clause (ii) above will not apply to
such Transactions). If Multiple Transaction Payment Netting is applicable to
Transactions, it will apply to those Transactions with effect from the starting
date specified in the Schedule or such Confirmation, or, if a starting date is
not specified in the Schedule or such Confirmation, the starting date otherwise
agreed by the parties in writing. 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,
                  after 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)).

3.    Representations

Each party makes the representations contained in Sections 3(a), 3(b), 3(c),
3(d), 3(e) and 3(f) and, if specified in the Schedule as applying, 3(g) 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). If any "Additional Representation" is specified in the Schedule or
any Confirmation as applying, the party or parties specified for such Additional
Representation will make and, if applicable, be deemed to repeat such Additional
Representation at the time or times specified for such Additional
Representation.


<PAGE>

(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, any of its Credit Support Providers or any of its applicable
Specified Entities 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.

(g) No Agency. It is entering into this Agreement, including each Transaction,
as principal and not as agent of any person or entity.

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 clause (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 where an 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 (subject to Sections 5(c)
and 6(e)(iv)) 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
      9(h)(i)(2) or (4) required to be made by it if such failure is not
      remedied on or before the first Local Business Day in the case of any such
      payment or the first Local Delivery Day in the case of any such delivery
      after, in each case, notice of such failure is given to the party;

      (ii) Breach of Agreement; Repudiation of Agreement.

            (1) 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 9(h)(i)(2) or (4) 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 within 30 days after notice of such failure
            is given to the party; or

            (2) the party disaffirms, disclaims, repudiates or rejects, in whole
            or in part, or challenges the validity of, this Master Agreement,
            any Confirmation executed and delivered by that party or any
            Transaction evidenced by such a Confirmation (or such action is
            taken by any person or entity appointed or empowered to operate it
            or act on its behalf);

      (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, or any
            security interest granted by such party or such Credit Support
            Provider to the other party pursuant to any such Credit Support
            Document, to be in full force and effect for the purpose of this
            Agreement (in each 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 (or such action is taken
            by any person or entity appointed or empowered to operate it or act
            on its behalf);

      (iv) Misrepresentation. A representation (other than a representation
      under Section 3(e) or 3(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 (other than by failing to make a delivery) under a
            Specified Transaction or any credit support arrangement relating to
            a Specified Transaction and, after giving effect to any applicable
            notice requirement or grace period, such default results in 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 due on the last
            payment or exchange date of, or any payment on early termination of,
            a Specified Transaction (or, if there is no applicable notice
            requirement or grace period, such default continues for at least one
            Local Business Day);

            (3) defaults in making any delivery due under (including any
            delivery due on the last delivery or exchange date of) a Specified
            Transaction or any credit support arrangement relating to a
            Specified Transaction and, after giving effect to any applicable
            notice requirement or grace period, such default results in a
            liquidation of, an acceleration of obligations under, or an early
            termination of, all transactions outstanding under the documentation
            applicable to that Specified Transaction; or

            (4) disaffirms, disclaims, repudiates or rejects, in whole or in
            part, or challenges the validity of, a Specified Transaction or any
            credit support arrangement relating to a Specified Transaction that
            is, in either case, confirmed or evidenced by a document or other
            confirming evidence executed and delivered by that party, Credit
            Support Provider or Specified Entity (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)
            where the aggregate principal amount of such agreements or
            instruments, either alone or together with the amount, if any,
            referred to in clause (2) below, is 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 under such agreements or instruments on the due date
            for payment (after giving effect to any applicable notice
            requirement or grace period) in an aggregate amount, either alone or
            together with the amount, if any, referred to in clause (1) above,
            of not less than the applicable Threshold Amount;

      (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)(A) institutes or has instituted against it, by a regulator,
            supervisor or any similar official with primary insolvency,
            rehabilitative or regulatory jurisdiction over it in the
            jurisdiction of its incorporation or organisation or the
            jurisdiction of its head or home office, 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 by it or such regulator, supervisor or similar official,
            or (B) 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 such
            proceeding or petition is instituted or presented by a person or
            entity not described in clause (A) above and either (I) 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 (II) is not dismissed, discharged, stayed or restrained in each
            case within 15 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
            15 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) above (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,
            or reorganises, reincorporates or reconstitutes into or as, another
            entity and, at the time of such consolidation, amalgamation, merger,
            transfer, reorganisation, reincorporation or reconstitution:-

(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; 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 (subject to Section 5(c))
an Illegality if the event is specified in clause (i) below, a Force Majeure
Event if the event is specified in clause (ii) below, a Tax Event if the event
is specified in clause (iii) below, a Tax Event Upon Merger if the event is
specified in clause (iv) below, and, if specified to be applicable, a Credit
Event Upon Merger if the event is specified pursuant to clause (v) below or an
Additional Termination Event if the event is specified pursuant to clause (vi)
below:-

      (i) Illegality. After giving effect to any applicable provision,
      disruption fallback or remedy specified in, or pursuant to, the relevant
      Confirmation or elsewhere in this Agreement, due to an event or
      circumstance (other than any action taken by a party or, if applicable,
      any Credit Support Provider of such party) occurring after a Transaction
      is entered into, it becomes unlawful under any applicable law (including
      without limitation the laws of any country in which payment, delivery or
      compliance is required by either party or any Credit Support Provider, as
      the case may be), on any day, or it would be unlawful if the relevant
      payment, delivery or compliance were required on that day (in each case,
      other than as a result of a breach by the party of Section 4(b)):-

            (1) for the Office through which such party (which will be the
            Affected Party) makes and receives payments or deliveries with
            respect to such Transaction to perform any absolute or contingent
            obligation to make a payment or delivery in respect of such
            Transaction, 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) for such party or any Credit Support Provider of such party
            (which will be the Affected Party) to perform any absolute or
            contingent obligation to make a payment or delivery which such party
            or Credit Support Provider has under any Credit Support Document
            relating to such Transaction, to receive a payment or delivery under
            such Credit Support Document or to comply with any other material
            provision of such Credit Support Document;

      (ii) Force Majeure Event. After giving effect to any applicable provision,
      disruption fallback or remedy specified in, or pursuant to, the relevant
      Confirmation or elsewhere in this Agreement, by reason of force majeure or
      act of state occurring after a Transaction is entered into, on any day:-

            (1) the Office through which such party (which will be the Affected
            Party) makes and receives payments or deliveries with respect to
            such Transaction is prevented from performing any absolute or
            contingent obligation to make a payment or delivery in respect of
            such Transaction, from receiving a payment or delivery in respect of
            such Transaction or from complying with any other material provision
            of this Agreement relating to such Transaction (or would be so
            prevented if such payment, delivery or compliance were required on
            that day), or it becomes impossible or impracticable for such Office
            so to perform, receive or comply (or it would be impossible or
            impracticable for such Office so to perform, receive or comply if
            such payment, delivery or compliance were required on that day); or

            (2) such party or any Credit Support Provider of such party (which
            will be the Affected Party) is prevented from performing any
            absolute or contingent obligation to make a payment or delivery
            which such party or Credit Support Provider has under any Credit
            Support Document relating to such Transaction, from receiving a
            payment or delivery under such Credit Support Document or from
            complying with any other material provision of such Credit Support
            Document (or would be so prevented if such payment, delivery or
            compliance were required on that day), or it becomes impossible or
            impracticable for such party or Credit Support Provider so to
            perform, receive or comply (or it would be impossible or
            impracticable for such party or Credit Support Provider so to
            perform, receive or comply if such payment, delivery or compliance
            were required on that day),

      so long as the force majeure or act of state is beyond the control of such
      Office, such party or such Credit Support Provider, as appropriate, and
      such Office, party or Credit Support Provider could not, after using all
      reasonable efforts (which will not require such party or Credit Support
      Provider to incur a loss, other than immaterial, incidental expenses),
      overcome such prevention, impossibility or impracticability;

      (iii) Tax Event. Due to (1) any action taken by a taxing authority, or
      brought in a court of competent jurisdiction, after a Transaction is
      entered into (regardless of whether such action is taken or brought with
      respect to a party to this Agreement) or (2) 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 Settlement Date
      (A) 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 9(h)) or (B) 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 9(h)) 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));

      (iv) Tax Event Upon Merger. The party (the "Burdened Party") on the next
      succeeding Scheduled Settlement 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 9(h)) or (2)
      receive a payment from which an amount has been deducted or withheld for
      or on account of any 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 (or any substantial part of the assets
      comprising the business conducted by it as of the date of this Master
      Agreement) to, or reorganising, reincorporating or reconstituting into or
      as, another entity (which will be the Affected Party) where such action
      does not constitute a Merger Without Assumption;

      (v) Credit Event Upon Merger. If "Credit Event Upon Merger" is specified
      in the Schedule as applying to the party, a Designated Event (as defined
      below) occurs with respect to such party, any Credit Support Provider of
      such party or any applicable Specified Entity of such party (in each case,
      "X") and such Designated Event does not constitute a Merger Without
      Assumption, and the creditworthiness of X or, if applicable, the
      successor, surviving or transferee entity of X, after taking into account
      any applicable Credit Support Document, is materially weaker immediately
      after the occurrence of such Designated Event than that of X immediately
      prior to the occurrence of such Designated Event (and, in any such event,
      such party or its successor, surviving or transferee entity, as
      appropriate, will be the Affected Party). A "Designated Event" with
      respect to X means that:-

            (1) X consolidates or amalgamates with, or merges with or into, or
            transfers all or substantially all its assets (or any substantial
            part of the assets comprising the business conducted by X as of the
            date of this Master Agreement) to, or reorganises, reincorporates or
            reconstitutes into or as, another entity;

            (2) any person, related group of persons or entity acquires directly
            or indirectly the beneficial ownership of (A) equity securities
            having the power to elect a majority of the board of directors (or
            its equivalent) of X or (B) any other ownership interest enabling it
            to exercise control of X; or

            (3) X effects any substantial change in its capital structure by
            means of the issuance, incurrence or guarantee of debt or the
            issuance of (A) preferred stock or other securities convertible into
            or exchangeable for debt or preferred stock or (B) in the case of
            entities other than corporations, any other form of ownership
            interest; or

      (vi) 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 will be as specified for such Additional Termination
      Event in the Schedule or such Confirmation).

(c) Hierarchy of Events.

      (i) An event or circumstance that constitutes or gives rise to an
      Illegality or a Force Majeure Event will not, for so long as that is the
      case, also constitute or give rise to an Event of Default under Section
      5(a)(i), 5(a)(ii)(1) or 5(a)(iii)(1) insofar as such event or circumstance
      relates to the failure to make any payment or delivery or a failure to
      comply with any other material provision of this Agreement or a Credit
      Support Document, as the case may be.

      (ii) Except in circumstances contemplated by clause (i) above, if an event
      or circumstance which would otherwise constitute or give rise to an
      Illegality or a Force Majeure Event also constitutes an Event of Default
      or any other Termination Event, it will be treated as an Event of Default
      or such other Termination Event, as the case may be, and will not
      constitute or give rise to an Illegality or a Force Majeure Event.

      (iii) If an event or circumstance which would otherwise constitute or give
      rise to a Force Majeure Event also constitutes an Illegality, it will be
      treated as an Illegality, except as described in clause (ii) above, and
      not a Force Majeure Event.

(d) Deferral of Payments and Deliveries During Waiting Period. If an Illegality
or a Force Majeure Event has occurred and is continuing with respect to a
Transaction, each payment or delivery which would otherwise be required to be
made under that Transaction will be deferred to, and will not be due until:-

      (i) the first Local Business Day or, in the case of a delivery, the first
      Local Delivery Day (or the first day that would have been a Local Business
      Day or Local Delivery Day, as appropriate, but for the occurrence of the
      event or circumstance constituting or giving rise to that Illegality or
      Force Majeure Event) following the end of any applicable Waiting Period in
      respect of that Illegality or Force Majeure Event, as the case may be; or

      (ii) if earlier, the date on which the event or circumstance constituting
      or giving rise to that Illegality or Force Majeure Event ceases to exist
      or, if such date is not a Local Business Day or, in the case of a
      delivery, a Local Delivery Day, the first following day that is a Local
      Business Day or Local Delivery Day, as appropriate.

(e) Inability of Head or Home Office to Perform Obligations of Branch. If (i) an
Illegality or a Force Majeure Event occurs under Section 5(b)(i)(1) or
5(b)(ii)(1) and the relevant Office is not the Affected Party's head or home
office, (ii) Section 10(a) applies, (iii) the other party seeks performance of
the relevant obligation or compliance with the relevant provision by the
Affected Party's head or home office and (iv) the Affected Party's head or home
office fails so to perform or comply due to the occurrence of an event or
circumstance which would, if that head or home office were the Office through
which the Affected Party makes and receives payments and deliveries with respect
to the relevant Transaction, constitute or give rise to an Illegality or a Force
Majeure Event, and such failure would otherwise constitute an Event of Default
under Section 5(a)(i)or 5(a)(iii)(1) with respect to such party, then, for so
long as the relevant event or circumstance continues to exist with respect to
both the Office referred to in Section 5(b)(i)(1) or 5(b)(ii)(1), as the case
may be, and the Affected Party's head or home office, such failure will not
constitute an Event of Default under Section 5(a)(i) or 5(a)(iii)(1).

6.    Early Termination; Close-Out Netting

(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)(1), (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 other than a Force Majeure 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 the other party such other
      information about that Termination Event as the other party may reasonably
      require. If a Force Majeure Event occurs, each party will, promptly upon
      becoming aware of it, use all reasonable efforts to notify the other
      party, specifying the nature of that Force Majeure Event, and will also
      give the other party such other information about that Force Majeure Event
      as the other party may reasonably require.

      (ii) Transfer to Avoid Termination Event. If 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, other than 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
      the 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 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 of such occurrence is given under
      Section 6(b)(i) to avoid that Termination Event.

      (iv) Right to Terminate.

            (1) If:-

                  (A) 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

                  (B) 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, 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 are two Affected Parties, or the Non-affected Party in
                  the case of a Credit Event Upon Merger or an Additional
                  Termination Event if there is only one Affected Party may, if
                  the relevant Termination Event is then continuing, by not more
                  than 20 days notice to the other party, designate a day not
                  earlier than the day such notice is effective as an Early
                  Termination Date in respect of all Affected Transactions.

            (2) If at any time an Illegality or a Force Majeure Event has
            occurred and is then continuing and any applicable Waiting Period
            has expired:-

                  (A) Subject to clause (B) below, either party may, by not more
                  than 20 days notice to the other party, designate (I) a day
                  not earlier than the day on which such notice becomes
                  effective as an Early Termination Date in respect of all
                  Affected Transactions or (II) by specifying in that notice the
                  Affected Transactions in respect of which it is designating
                  the relevant day as an Early Termination Date, a day not
                  earlier than two Local Business Days following the day on
                  which such notice becomes effective as an Early Termination
                  Date in respect of less than all Affected Transactions. Upon
                  receipt of a notice designating an Early Termination Date in
                  respect of less than all Affected Transactions, the other
                  party may, by notice to the designating party, if such notice
                  is effective on or before the day so designated, designate
                  that same day as an Early Termination Date in respect of any
                  or all other Affected Transactions.

                  (B) An Affected Party (if the Illegality or Force Majeure
                  Event relates to performance by such party or any Credit
                  Support Provider of such party of an obligation to make any
                  payment or delivery under, or to compliance with any other
                  material provision of, the relevant Credit Support Document)
                  will only have the right to designate an Early Termination
                  Date under Section 6(b)(iv)(2)(A) as a result of an Illegality
                  under Section 5(b)(i)(2) or a Force Majeure Event under
                  Section 5(b)(ii)(2) following the prior designation by the
                  other party of an Early Termination Date, pursuant to Section
                  6(b)(iv)(2)(A), in respect of less than all Affected
                  Transactions.

(c) Effect of Designation.

      (i) If notice designating an Early Termination Date is given under Section
      6(a) or 6(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 9(h)(i)
      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 will be determined
      pursuant to Sections 6(e) and 9(h)(ii).

(d) Calculations; Payment Date.

      (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 any quotations, market data or information
      from internal sources used in making such calculations), (2) specifying
      (except where there are two Affected Parties) any Early Termination Amount
      payable and (3) 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 or market data obtained in determining a
      Close-out Amount, the records of the party obtaining such quotation or
      market data will be conclusive evidence of the existence and accuracy of
      such quotation or market data.

      (ii) Payment Date. An Early Termination Amount due in respect of any Early
      Termination Date will, together with any amount of interest payable
      pursuant to Section 9(h)(ii)(2), be payable (1) on the day on which 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
      (2) on the day which is two Local Business Days after the day on which
      notice of the amount payable is effective (or, if there are two Affected
      Parties, after the day on which the statement provided pursuant to clause
      (i) above by the second party to provide such a statement is effective) in
      the case of an Early Termination Date which is designated as a result of a
      Termination Event.

(e) Payments on Early Termination. If an Early Termination Date occurs, the
amount, if any, payable in respect of that Early Termination Date (the "Early
Termination Amount") will be determined pursuant to this Section 6(e) and will
be subject to Section 6(f).

      (i) Events of Default. If the Early Termination Date results from an Event
      of Default, the Early Termination Amount will be an amount equal to (1)
      the sum of (A) the Termination Currency Equivalent of the Close-out Amount
      or Close-out Amounts (whether positive or negative) determined by the
      Non-defaulting Party for each Terminated Transaction or group of
      Terminated Transactions, as the case may be, and (B) the Termination
      Currency Equivalent of the Unpaid Amounts owing to the Non-defaulting
      Party less (2) the Termination Currency Equivalent of the Unpaid Amounts
      owing to the Defaulting Party. If the Early Termination 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 the Early Termination Amount to the Defaulting Party.

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

            (1) One Affected Party. Subject to clause (3) below, if there is one
            Affected Party, the Early Termination Amount will be determined in
            accordance with Section 6(e)(i), except that references to the
            Defaulting Party and to the Non-defaulting Party will be deemed to
            be references to the Affected Party and to the Non-affected Party,
            respectively.

            (2) Two Affected Parties. Subject to clause (3) below, if there are
            two Affected Parties, each party will determine an amount equal to
            the Termination Currency Equivalent of the sum of the Close-out
            Amount or Close-out Amounts (whether positive or negative) for each
            Terminated Transaction or group of Terminated Transactions, as the
            case may be, and the Early Termination Amount will be an amount
            equal to (A) the sum of (I) one-half of the difference between the
            higher amount so determined (by party "X") and the lower amount so
            determined (by party "Y") and (II) the Termination Currency
            Equivalent of the Unpaid Amounts owing to X less (B) the Termination
            Currency Equivalent of the Unpaid Amounts owing to Y. If the Early
            Termination Amount is a positive number, Y will pay it to X; if it
            is a negative number, X will pay the absolute value of the Early
            Termination Amount to Y.

            (3) Mid-Market Events. If that Termination Event is an Illegality or
            a Force Majeure Event, then the Early Termination Amount will be
            determined in accordance with clause (1) or (2) above, as
            appropriate, except that, for the purpose of determining a Close-out
            Amount or Close-out Amounts, the Determining Party will:-

                  (A) if obtaining quotations from one or more third parties (or
                  from any of the Determining Party's Affiliates), ask each
                  third party or Affiliate (I) not to take account of the
                  current creditworthiness of the Determining Party or any
                  existing Credit Support Document and (II) to provide
                  mid-market quotations; and

                  (B) in any other case, use mid-market values without regard to
                  the creditworthiness of the Determining Party.

      (iii) Adjustment for Bankruptcy. In circumstances where an Early
      Termination Date occurs because Automatic Early Termination applies in
      respect of a party, the Early Termination Amount will be subject to such
      adjustments as are appropriate and permitted by applicable 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) Adjustment for Illegality or Force Majeure Event. The failure by a
      party or any Credit Support Provider of such party to pay, when due, any
      Early Termination Amount will not constitute an Event of Default under
      Section 5(a)(i) or 5(a)(iii)(1) if such failure is due to the occurrence
      of an event or circumstance which would, if it occurred with respect to
      payment, delivery or compliance related to a Transaction, constitute or
      give rise to an Illegality or a Force Majeure Event. Such amount will (1)
      accrue interest and otherwise be treated as an Unpaid Amount owing to the
      other party if subsequently an Early Termination Date results from an
      Event of Default, a Credit Event Upon Merger or an Additional Termination
      Event in respect of which all outstanding Transactions are Affected
      Transactions and (2) otherwise accrue interest in accordance with Section
      9(h)(ii)(2).

      (v) Pre-Estimate. The parties agree that 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 the termination of the Terminated Transactions.

(f) Set-Off. Any Early Termination Amount payable to one party (the "Payee") by
the other party (the "Payer"), in circumstances where there is a Defaulting
Party or where there is one Affected Party in the case where either a Credit
Event Upon Merger has occurred or any other Termination Event in respect of
which all outstanding Transactions are Affected Transactions has occurred, will,
at the option of the Non-defaulting Party or the Non-affected Party, as the case
may be ("X") (and without prior notice to the Defaulting Party or the Affected
Party, as the case may be), be reduced by its set-off against any other amounts
("Other Amounts") payable by the Payee to the Payer (whether or not arising
under this Agreement, matured or contingent and irrespective of the currency,
place of payment or place of booking of the obligation). To the extent that any
Other Amounts are so set off, those Other Amounts will be discharged promptly
and in all respects. X will give notice to the other party of any set-off
effected under this Section 6(f).

For this purpose, either the Early Termination Amount or the Other Amounts (or
the relevant portion of such amounts) may be converted by X into the currency in
which the other is denominated at the rate of exchange at which such party would
be able, in good faith and using commercially reasonable procedures, to purchase
the relevant amount of such currency.

If an obligation is unascertained, X may in good faith estimate that obligation
and set off in respect of the estimate, subject to the relevant party accounting
to the other when the obligation is ascertained.

Nothing in this Section 6(f) will be effective to create a charge or other
security interest. This Section 6(f) will be without prejudice and in addition
to any right of set-off, offset, combination of accounts, lien, right of
retention or withholding or similar right or requirement to which any party is
at any time otherwise entitled or subject (whether by operation of law, contract
or otherwise).

7. Transfer

Subject to Section 6(b)(ii) and to the extent permitted by applicable law,
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
Early Termination Amount payable to it by a Defaulting Party, together with any
amounts payable on or with respect to that interest and any other rights
associated with that interest pursuant to Sections 8, 9(h) and 11.

Any purported transfer that is not in compliance with this Section 7 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 good faith and using
commercially reasonable procedures in converting the currency so tendered into
the 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 clause (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 purpose of such
judgment or order and the rate of exchange at which such party is able, acting
in good faith and using commercially reasonable procedures 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.

(c) Separate Indemnities. To the extent permitted by applicable law, the
indemnities in this Section 8 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. Each of the
parties acknowledges that in entering into this Agreement it has not relied on
any oral or written representation, warranty or other assurance (except as
provided for or referred to in this Agreement) and waives all rights and
remedies which might otherwise be available to it in respect thereof, except
that nothing in this Agreement will limit or exclude any liability of a party
for fraud.

(b) Amendments. An amendment, modification or waiver in respect of this
Agreement will only be effective if 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 by an exchange of 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 and by electronic messaging system), 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 will 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, by an exchange of
      electronic messages on an electronic messaging system or by an exchange of
      e-mails, 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, electronic message or e-mail 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.

(h) Interest and Compensation.

      (i) Prior to Early Termination. Prior to the occurrence or effective
      designation of an Early Termination Date in respect of the relevant
      Transaction:-

            (1) Interest on Defaulted Payments. If a party defaults in the
            performance of any payment obligation, it will, to the extent
            permitted by applicable law and subject to Section 6(c), pay
            interest (before as well as after judgment) on the overdue amount to
            the other party on demand in the same currency as the overdue
            amount, for the period from (and including) the original due date
            for payment to (but excluding) the date of actual payment (and
            excluding any period in respect of which interest or compensation in
            respect of the overdue amount is due pursuant to clause (3)(B) or
            (C) below), at the Default Rate.

            (2) Compensation for Defaulted Deliveries. If a party defaults in
            the performance of any obligation required to be settled by
            delivery, it will on demand (A) compensate the other party to the
            extent provided for in the relevant Confirmation or elsewhere in
            this Agreement and (B) unless otherwise provided in the relevant
            Confirmation or elsewhere in this Agreement, to the extent permitted
            by applicable law and subject to Section 6(c), pay to the other
            party interest (before as well as after judgment) on an amount equal
            to the fair market value of that which was required to be delivered
            in the same currency as that amount, for the period from (and
            including) the originally scheduled date for delivery to (but
            excluding) the date of actual delivery (and excluding any period in
            respect of which interest or compensation in respect of that amount
            is due pursuant to clause (4) below), at the Default Rate. The fair
            market value of any obligation referred to above will be determined
            as of the originally scheduled date for delivery, in good faith and
            using commercially reasonable procedures, by the party that was
            entitled to take delivery.

            (3) Interest on Deferred Payments. If:-

                  (A) a party does not pay any amount that, but for Section
                  2(a)(iii), would have been payable, it will, to the extent
                  permitted by applicable law and subject to Section 6(c) and
                  clauses (B) and (C) below, pay interest (before as well as
                  after judgment) on that amount to the other party on demand
                  (after such amount becomes payable) in the same currency as
                  that amount, for the period from (and including) the date the
                  amount would, but for Section 2(a)(iii), have been payable to
                  (but excluding) the date the amount actually becomes payable,
                  at the Applicable Deferral Rate;

                  (B) a payment is deferred pursuant to Section 5(d), the party
                  which would otherwise have been required to make that payment
                  will, to the extent permitted by applicable law, subject to
                  Section 6(c) and for so long as no Event of Default or
                  Potential Event of Default with respect to that party has
                  occurred and is continuing, pay interest (before as well as
                  after judgment) on the amount of the deferred payment to the
                  other party on demand (after such amount becomes payable) in
                  the same currency as the deferred payment, for the period from
                  (and including) the date the amount would, but for Section
                  5(d), have been payable to (but excluding) the earlier of the
                  date the payment is no longer deferred pursuant to Section
                  5(d) and the date during the deferral period upon which an
                  Event of Default or Potential Event of Default with respect to
                  that party occurs, at the Applicable Deferral Rate; or

                  (C) a party fails to make any payment due to the occurrence of
                  an Illegality or a Force Majeure Event (after giving effect to
                  any deferral period contemplated by clause (B) above), it
                  will, to the extent permitted by applicable law, subject to
                  Section 6(c) and for so long as the event or circumstance
                  giving rise to that Illegality or Force Majeure Event
                  continues and no Event of Default or Potential Event of
                  Default with respect to that party has occurred and is
                  continuing, pay interest (before as well as after judgment) on
                  the overdue amount to the other party on demand in the same
                  currency as the overdue amount, for the period from (and
                  including) the date the party fails to make the payment due to
                  the occurrence of the relevant Illegality or Force Majeure
                  Event (or, if later, the date the payment is no longer
                  deferred pursuant to Section 5(d)) to (but excluding) the
                  earlier of the date the event or circumstance giving rise to
                  that Illegality or Force Majeure Event ceases to exist and the
                  date during the period upon which an Event of Default or
                  Potential Event of Default with respect to that party occurs
                  (and excluding any period in respect of which interest or
                  compensation in respect of the overdue amount is due pursuant
                  to clause (B) above), at the Applicable Deferral Rate.

            (4) Compensation for Deferred Deliveries. If:-

                  (A) a party does not perform any obligation that, but for
                  Section 2(a)(iii), would have been required to be settled by
                  delivery;

                  (B) a delivery is deferred pursuant to Section 5(d); or

                  (C) a party fails to make a delivery due to the occurrence of
                  an Illegality or a Force Majeure Event at a time when any
                  applicable Waiting Period has expired, the party required (or
                  that would otherwise have been required) to make the delivery
                  will, to the extent permitted by applicable law and subject to
                  Section 6(c), compensate and pay interest to the other party
                  on demand (after, in the case of clauses (A) and (B) above,
                  such delivery is required) if and to the extent provided for
                  in the relevant Confirmation or elsewhere in this Agreement.

      (ii) Early Termination. Upon the occurrence or effective designation of an
      Early Termination Date in respect of a Transaction:-

            (1) Unpaid Amounts. For the purpose of determining an Unpaid Amount
            in respect of the relevant Transaction, and to the extent permitted
            by applicable law, interest will accrue on the amount of any payment
            obligation or the amount equal to the fair market value of any
            obligation required to be settled by delivery included in such
            determination in the same currency as that amount, for the period
            from (and including) the date the relevant obligation was (or would
            have been but for Section 2(a)(iii) or 5(d)) required to have been
            performed to (but excluding) the relevant Early Termination Date, at
            the Applicable Close-out Rate.

            (2) Interest on Early Termination Amounts. If an Early Termination
            Amount is due in respect of such Early Termination Date, that amount
            will, to the extent permitted by applicable law, be paid together
            with interest (before as well as after judgment) on that amount in
            the Termination Currency, for the period from (and including) such
            Early Termination Date to (but excluding) the date the amount is
            paid, at the Applicable Close-out Rate.

      (iii) Interest Calculation. Any interest pursuant to this Section 9(h)
      will be calculated on the basis of daily compounding and the actual number
      of days elapsed.

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 and agrees with the other party that, notwithstanding the place of
booking or its jurisdiction of incorporation or organisation, its obligations
are the same in terms of recourse against it as if it had entered into the
Transaction through its head or home office, except that a party will not have
recourse to the head or home office of the other party in respect of any payment
or delivery deferred pursuant to Section 5(d) for so long as the payment or
delivery is so deferred. This representation and agreement will be deemed to be
repeated by each party on each date on which the parties enter into a
Transaction.

(b) If a party is specified as a Multibranch Party in the Schedule, such party
may, subject to clause (c) below, enter into a Transaction through, book a
Transaction in and make and receive payments and deliveries with respect to a
Transaction through any Office listed in respect of that party in the Schedule
(but not any other Office unless otherwise agreed by the parties in writing).

(c) The Office through which a party enters into a Transaction will be the
Office specified for that party in the relevant Confirmation or as otherwise
agreed by the parties in writing, and, if an Office for that party is not
specified in the Confirmation or otherwise agreed by the parties in writing, its
head or home office. Unless the parties otherwise agree in writing, the Office
through which a party enters into a Transaction will also be the Office in which
it books the Transaction and the Office through which it makes and receives
payments and deliveries with respect to the Transaction. Subject to Section
6(b)(ii), neither party may change the Office in which it books the Transaction
or the Office through which it makes and receives payments or deliveries with
respect to a Transaction without the prior written consent of the other party.

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,
execution 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 described below (except that a notice or
other communication under Section 5 or 6 may not be given by electronic
messaging system or e-mail) to the address or number or in accordance with the
electronic messaging system or e-mail 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 it 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 it is delivered or its
      delivery is attempted;

      (v) if sent by electronic messaging system, on the date it is received; or

      (vi) if sent by e-mail, on the date it is delivered, 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 will be deemed given and
      effective on the first following day that is a Local Business Day.

(b) Change of Details. Either party may by notice to the other change the
address, telex or facsimile number or electronic messaging system or e-mail
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
any dispute arising out of or in connection with this Agreement ("Proceedings"),
each party irrevocably:-

      (i) submits:-

            (1) if this Agreement is expressed to be governed by English law, to
            (A) the non-exclusive jurisdiction of the English courts if the
            Proceedings do not involve a Convention Court and (B) the exclusive
            jurisdiction of the English courts if the Proceedings do involve a
            Convention Court; or

            (2) if this Agreement is expressed to be governed by the laws of the
            State of New York, 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;

      (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; and

      (iii) agrees, to the extent permitted by applicable law, that the bringing
      of Proceedings in any one or more jurisdictions will not 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(a)(i), 12(a)(iii) or 12(a)(iv).
Nothing in this Agreement will affect the right of either party to serve process
in any other manner permitted by applicable law.

(d) Waiver of Immunities. Each party irrevocably waives, to the 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 or order for specific performance or
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 Representation" has the meaning specified in Section 3.

"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, Force Majeure Event, Tax Event or Tax Event Upon
Merger, all Transactions affected by the occurrence of such Termination Event
(which, in the case of an Illegality under Section 5(b)(i)(2) or a Force Majeure
Event under Section 5(b)(ii)(2), means all Transactions unless the relevant
Credit Support Document references only certain Transactions, in which case
those Transactions and, if the relevant Credit Support Document constitutes a
Confirmation for a Transaction, that Transaction) 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.

"Agreement" has the meaning specified in Section 1(c).

"Applicable Close-out Rate" means:-

(a) in respect of the determination of an Unpaid Amount:-

      (i) 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;

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

      (iii) in respect of obligations deferred pursuant to Section 5(d), if
      there is no Defaulting Party and for so long as the deferral period
      continues, the Applicable Deferral Rate; and

      (iv) in all other cases following the occurrence of a Termination Event
      (except where interest accrues pursuant to clause (iii) above), the
      Applicable Deferral Rate; and

(b) in respect of an Early Termination Amount:-

      (i) for the period from (and including) the relevant Early Termination
      Date to (but excluding) the date (determined in accordance with Section
      6(d)(ii)) on which that amount is payable:-

            (1) if the Early Termination Amount is payable by a Defaulting
            Party, the Default Rate;

            (2) if the Early Termination Amount is payable by a Non-defaulting
            Party, the Non-default Rate; and

            (3) in all other cases, the Applicable Deferral Rate; and

      (ii) for the period from (and including) the date (determined in
      accordance with Section 6(d)(ii)) on which that amount is payable to (but
      excluding) the date of actual payment:-

            (1) if a party fails to pay the Early Termination Amount due to the
            occurrence of an event or circumstance which would, if it occurred
            with respect to a payment or delivery under a Transaction,
            constitute or give rise to an Illegality or a Force Majeure Event,
            and for so long as the Early Termination Amount remains unpaid due
            to the continuing existence of such event or circumstance, the
            Applicable Deferral Rate;

            (2) if the Early Termination Amount is payable by a Defaulting Party
            (but excluding any period in respect of which clause (1) above
            applies), the Default Rate;

            (3) if the Early Termination Amount is payable by a Non-defaulting
            Party (but excluding any period in respect of which clause (1) above
            applies), the Non-default Rate; and

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

"Applicable Deferral Rate" means:-

(a) for the purpose of Section 9(h)(i)(3)(A), the rate certified by the relevant
payer to be a rate offered to the payer by a major bank in a relevant interbank
market for overnight deposits in the applicable currency, such bank to be
selected in good faith by the payer for the purpose of obtaining a
representative rate that will reasonably reflect conditions prevailing at the
time in that relevant market;

(b) for purposes of Section 9(h)(i)(3)(B) and clause (a)(iii) of the definition
of Applicable Close-out Rate, the rate certified by the relevant payer to be a
rate offered to prime banks by a major bank in a relevant interbank market for
overnight deposits in the applicable currency, such bank to be selected in good
faith by the payer after consultation with the other party, if practicable, for
the purpose of obtaining a representative rate that will reasonably reflect
conditions prevailing at the time in that relevant market; and

(c) for purposes of Section 9(h)(i)(3)(C) and clauses (a)(iv), (b)(i)(3) and
(b)(ii)(1) of the definition of Applicable Close-out Rate, a rate equal to the
arithmetic mean of the rate determined pursuant to clause (a) above and 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.

"Automatic Early Termination" has the meaning specified in Section 6(a).

"Burdened Party" has the meaning specified in Section 5(b)(iv).

"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 after the parties enter into the relevant
Transaction.

"Close-out Amount" means, with respect to each Terminated Transaction or each
group of Terminated Transactions and a Determining Party, the amount of the
losses or costs of the Determining Party that are or would be incurred under
then prevailing circumstances (expressed as a positive number) or gains of the
Determining Party that are or would be realised under then prevailing
circumstances (expressed as a negative number) in replacing, or in providing for
the Determining Party the economic equivalent of, (a) the material terms of that
Terminated Transaction or group of Terminated Transactions, including the
payments and deliveries by the parties under Section 2(a)(i) in respect of that
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 (assuming satisfaction of the conditions precedent inSection
2(a)(iii)) and (b) the option rights of the parties in respect of that
Terminated Transaction or group of Terminated Transactions.

Any Close-out Amount will be determined by the Determining Party (or its agent),
which will act in good faith and use commercially reasonable procedures in order
to produce a commercially reasonable result. The Determining Party may determine
a Close-out Amount for any group of Terminated Transactions or any individual
Terminated Transaction but, in the aggregate, for not less than all Terminated
Transactions. Each Close-out Amount will be determined as of the Early
Termination Date or, if that would not be commercially reasonable, as of the
date or dates following the Early Termination Date as would be commercially
reasonable.

Unpaid Amounts in respect of a Terminated Transaction or group of Terminated
Transactions and legal fees and out-of-pocket expenses referred to in Section 11
are to be excluded in all determinations of Close-out Amounts.

In determining a Close-out Amount, the Determining Party may consider any
relevant information, including, without limitation, one or more of the
following types of information: -

(i) quotations (either firm or indicative) for replacement transactions supplied
by one or more third parties that may take into account the creditworthiness of
the Determining Party at the time the quotation is provided and the terms of any
relevant documentation, including credit support documentation, between the
Determining Party and the third party providing the quotation;

(ii) information consisting of relevant market data in the relevant market
supplied by one or more third parties including, without limitation, relevant
rates, prices, yields, yield curves, volatilities, spreads, correlations or
other relevant market data in the relevant market; or

(iii) information of the types described in clause (i) or (ii) above from
internal sources (including any of the Determining Party's Affiliates) if that
information is of the same type used by the Determining Party in the regular
course of its business for the valuation of similar transactions.

The Determining Party will consider, taking into account the standards and
procedures described in this definition, quotations pursuant to clause (i) above
or relevant market data pursuant to clause (ii) above unless the Determining
Party reasonably believes in good faith that such quotations or relevant market
data are not readily available or would produce a result that would not satisfy
those standards. When considering information described in clause (i), (ii) or
(iii) above, the Determining Party may include costs of funding, to the extent
costs of funding are not and would not be a component of the other information
being utilised. Third parties supplying quotations pursuant to clause (i) above
or market data pursuant to clause (ii) above may include, without limitation,
dealers in the relevant markets, end-users of the relevant product, information
vendors, brokers and other sources of market information.

Without duplication of amounts calculated based on information described in
clause (i), (ii) or (iii) above, or other relevant information, and when it is
commercially reasonable to do so, the Determining Party may in addition consider
in calculating a Close-out Amount any loss or cost incurred in connection with
its terminating, liquidating or re-establishing any hedge related to a
Terminated Transaction or group of Terminated Transactions (or any gain
resulting from any of them).

Commercially reasonable procedures used in determining a Close-out Amount may
include the following:-

(1) application to relevant market data from third parties pursuant to clause
(ii) above or information from internal sources pursuant to clause (iii) above
of pricing or other valuation models that are, at the time of the determination
of the Close-out Amount, used by the Determining Party in the regular course of
its business in pricing or valuing transactions between the Determining Party
and unrelated third parties that are similar to the Terminated Transaction or
group of Terminated Transactions; and

(2) application of different valuation methods to Terminated Transactions or
groups of Terminated Transactions depending on the type, complexity, size or
number of the Terminated Transactions or group of Terminated Transactions.

"Confirmation" has the meaning specified in the preamble.

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

"Contractual Currency" has the meaning specified in Section 8(a).

"Convention Court" means any court which is bound to apply to the Proceedings
either Article 17 of the 1968 Brussels Convention on Jurisdiction and the
Enforcement of Judgments in Civil and Commercial Matters or Article 17 of the
1988 Lugano Convention on Jurisdiction and the Enforcement of Judgments in Civil
and Commercial Matters.

"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.

"Cross-Default" means the event specified in Section 5(a)(vi).

"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).

"Designated Event" has the meaning specified in Section 5(b)(v).

"Determining Party" means the party determining a Close-out Amount.

"Early Termination Amount" has the meaning specified in Section 6(e).

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

"electronic messages" does not include e-mails but does include documents
expressed in markup languages, and "electronic messaging system" will be
construed accordingly.

"English law" means the law of England and Wales, and "English" will be
construed accordingly.

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

"Force Majeure Event" has the meaning specified in Section 5(b).

"General Business Day" means a day on which commercial banks are open for
general business (including dealings in foreign exchange and foreign currency
deposits).

"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 "unlawful" will be construed accordingly.

"Local Business Day" means (a) in relation to any obligation under Section
2(a)(i), a General Business Day in the place or places specified in the relevant
Confirmation and a day on which a relevant settlement system is open or
operating as specified in the relevant Confirmation or, if a place or a
settlement system is 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) for the purpose of determining when a Waiting
Period expires, a General Business Day in the place where the event or
circumstance that constitutes or gives rise to the Illegality or Force Majeure
Event, as the case may be, occurs, (c) in relation to any other payment, a
General Business Day 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 and, if that currency does not have a single recognised principal
financial centre, a day on which the settlement system necessary to accomplish
such payment is open, (d) in relation to any notice or other communication,
including notice contemplated under Section 5(a)(i), a General Business Day (or
a day that would have been a General Business Day but for the occurrence of an
event or circumstance which would, if it occurred with respect to payment,
delivery or compliance related to a Transaction, constitute or give rise to an
Illegality or a Force Majeure Event) in the place 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
(e) in relation to Section 5(a)(v)(2), a General Business Day in the relevant
locations for performance with respect to such Specified Transaction.

"Local Delivery Day" means, for purposes of Sections 5(a)(i) and 5(d), a day on
which settlement systems necessary to accomplish the relevant delivery are
generally open for business so that the delivery is capable of being
accomplished in accordance with customary market practice, in the place
specified in the relevant Confirmation or, if not so specified, in a location as
determined in accordance with customary market practice for the relevant
delivery.

"Master Agreement" has the meaning specified in the preamble.

"Merger Without Assumption" means the event specified in Section 5(a)(viii).

"Multiple Transaction Payment Netting" has the meaning specified in Section
2(c).

"Non-affected Party" means, so long as there is only one Affected Party, the
other party.

"Non-default Rate" means the rate certified by the Non-defaulting Party to be a
rate offered to the Non-defaulting Party by a major bank in a relevant interbank
market for overnight deposits in the applicable currency, such bank to be
selected in good faith by the Non-defaulting Party for the purpose of obtaining
a representative rate that will reasonably reflect conditions prevailing at the
time in that relevant market.

"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.

"Other Amounts" has the meaning specified in Section 6(f).

"Payee" has the meaning specified in Section 6(f).

"Payer" has the meaning specified in Section 6(f).

"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.

"Proceedings" has the meaning specified in Section 13(b).

"Process Agent" has the meaning specified in the Schedule.

"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.

"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.

"Schedule" has the meaning specified in the preamble.

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

"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 to any such transaction) 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 not
a Transaction under this Agreement but (i) which is a rate swap transaction,
swap option, 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, credit protection transaction, credit swap,
credit default swap, credit default option, total return swap, credit spread
transaction, repurchase transaction, reverse repurchase transaction,
buy/sell-back transaction, securities lending transaction, weather index
transaction or forward purchase or sale of a security, commodity or other
financial instrument or interest (including any option with respect to any of
these transactions) or (ii) which is a type of transaction that is similar to
any transaction referred to in clause (i) above that is currently, or in the
future becomes, recurrently entered into in the financial markets (including
terms and conditions incorporated by reference in such agreement) and which is a
forward, swap, future, option or other derivative on one or more rates,
currencies, commodities, equity securities or other equity instruments, debt
securities or other debt instruments, economic indices or measures of economic
risk or value, or other benchmarks against which payments or deliveries are to
be made, (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.

"Stamp Tax Jurisdiction" has the meaning specified in Section 4(e).

"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 an Illegality or a Force Majeure Event, all Affected
Transactions specified in the notice given pursuant to Section 6(b)(iv), (b) if
resulting from any other Termination Event, all Affected Transactions and (c) if
resulting from an Event of Default, all Transactions in effect either
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" means (a) if a Termination Currency is specified in the
Schedule and that currency is freely available, that currency, and (b)
otherwise, euro if this Agreement is expressed to be governed by English law or
United States Dollars if this Agreement is expressed to be governed by the laws
of the State of New York.

"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 Close-out Amount 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 Force Majeure Event, a Tax Event, 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.

"Threshold Amount" means the amount, if any, specified as such in the Schedule.

"Transaction" has the meaning specified in the preamble.

"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) or due but for Section 5(d)) to such party under Section 2(a)(i) or
2(d)(i)(4) on or prior to such Early Termination Date and which remain unpaid as
at such Early Termination Date, (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) or 5(d)) 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 and (c) if the Early
Termination Date results from an Event of Default, a Credit Event Upon Merger or
an Additional Termination Event in respect of which all outstanding Transactions
are Affected Transactions, any Early Termination Amount due prior to such Early
Termination Date and which remains unpaid as of such Early Termination Date, in
each case together with any amount of interest accrued or other

compensation in respect of that obligation or deferred obligation, as the case
may be, pursuant to Section 9(h)(ii)(1) or (2), as appropriate. The fair market
value of any obligation referred to in clause (b) above will be determined as of
the originally scheduled date for delivery, in good faith and using commercially
reasonable procedures, by the party obliged to make the determination under
Section 6(e) or, if each party is so obliged, it will be the average of the
Termination Currency Equivalents of the fair market values so determined by both
parties.

"Waiting Period" means:-

(a) in respect of an event or circumstance under Section 5(b)(i), other than in
the case of Section 5(b)(i)(2) where the relevant payment, delivery or
compliance is actually required on the relevant day (in which case no Waiting
Period will apply), a period of three Local Business Days (or days that would
have been Local Business Days but for the occurrence of that event or
circumstance) following the occurrence of that event or circumstance; and

(b) in respect of an event or circumstance under Section 5(b)(ii), other than in
the case of Section 5(b)(ii)(2) where the relevant payment, delivery or
compliance is actually required on the relevant day (in which case no Waiting
Period will apply), a period of eight Local Business Days (or days that would
have been Local Business Days but for the occurrence of that event or
circumstance) following the occurrence of that event or circumstance.

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.

<PAGE>

                                         WELLS FARGO BANK,  N.A., AS TRUSTEE,
                                         ON  BEHALF OF BANC OF AMERICA
BANK OF AMERICA, N.A.                    ALTERNATIVE LOAN TRUST 2007-1
--------------------------------         -------------------------------------
      (Name of Party)                               (Name of Party)



By:                                      By:
    ----------------------------              ----------------------------------
    Name:                                     Name:
    Title:                                    Title:
    Date:                                     Date:

                                                                    ISDA(R) 2002


<PAGE>



                                    SCHEDULE

                                     to the

                                Master Agreement
                          (Multicurrency-Cross Border)

                                   dated as of

                                 March 29, 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 2007-1

                                     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 March
29, 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 Transaction"   Not Applicable.          Not Applicable.

(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:

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


(b) Other documents to be delivered are:

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

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

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

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

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

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

Party A.          Quarterly Financial          To be made                    Yes
                  Statements of Bank of        available on
                  America Corporation          www.bankofamerica.com/
                  containing unaudited,        investor/ as soon
                  consolidated financial       as available and in
                  statements of such           any event within 30
                  party's fiscal quarter       days after the end
                  prepared in accordance       of each fiscal
                  with generally accepted      quarter of Party A
                  accounting principles in
                  the 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 2007-1
         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 2007-1 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 2007-1


______________________________           ______________________________
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 March 29, 2007

                                     between

      BANK OF AMERICA, N.A.        and      WELLS FARGO BANK, N.A., AS TRUSTEE,
                                                ON BEHALF OF BANC OF AMERICA
                                               ALTERNATIVE LOAN TRUST 2007-1
--------------------------------         ---------------------------------------
             ("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":

                                                Moody's     Moody's
                                                 First       Second
                                    Valuation   Ratings     Ratings
                                   Percentage:  Trigger     Trigger         S&P
                                   -----------  -------   -------------    ----
(A)  Cash: US Dollars in                         100%         100%         100%
     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                         100%     99% (1-2yr)       90%
     remaining maturity of                                98% (2-3yr)
     greater than 1 year but not                          97% (3-5yr)
     more than 10 years.                                  95% (5-7yr)
                                                          94% (7-10yr)

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

(E)  Agency Securities:                          100%         99%           98%
     negotiable debt obligations                          94% (5-7yr)
     of the Federal National                              93% (7-10yr)
     Mortgage Association
     (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                                97% (2-3yr)
     greater than 1 year but not                          96% (3-5yr)
     more than 5 years.

(G)  Agency Securities having a                  100%     94% (5-7yr)       88%
     remaining maturity of                                93% (7-10yr)
     greater 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.                          81%         81%           81%
     Mortgage 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.                            80%         80%          99.0%
     Commercial 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                      % to      % to be         % to
     Credit Support approved by                 be        determined      be
     each applicable rating                     deter-                    deter-
     agency with such valuation                 mined                     mined
     percentages as determined
     by each applicable rating
     agency.


---------------

* 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.

                  "Independent 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.: 3970771416
                Account Name: SAS Clearing
                FFC: 50999403, BOALT 2007-1 Posted Collateral Account
                Treasury Securities:

                Wells Fargo Bank, National Association

                San Francisco, CA

                ABA 121000248
                Account No. 50999403, BOALT 2007-1 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

                        Less than 5    Less than 10 years,   Greater than
                        years to       but more than 5       10 years to
                        Termination    years to Termina-     Termination
                        Date of the    tion Date of the      Date of the
Counterparty            Transaction.   Transaction.          Transaction.
---------------------   ------------   -------------------   ------------
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+"


(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

Weighted
Average
Life of       Moody's First        Moody's Second
Hedge in      Trigger Event        Trigger Event
Years         has Occurred         has 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 2007-1

By:                                      By:
   ------------------------------            -----------------------------------
   Name:                                     Name:
   Title:                                    Title:
   Date:                                     Date: