Exhibit 10.5
(Multicurrency -- Cross Border)
ISDA(R)
International Swap Dealers Association, Inc.
SCHEDULE
to the
Master Agreement
dated as of January 31, 2007
between
THE BANK OF NEW YORK and ▇▇▇▇▇ FARGO BANK, N.A.,
not in its individual capacity, but
solely as Supplemental Interest Trust
Trustee on behalf of the Banc of
America Funding Corporation 2007-1
Supplemental Interest Trust
established as a banking organization The Supplemental Interest Trust is a
under the laws of the State of New York common law trust established under
the laws of the State of New York
("Party A") ("Party B")
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Certain Definitions. As used herein, "Moody's", "S&P", "Rating Agency",
"Collateralization Event", "Moody's Collateralization Event", "S&P
Collateralization Event"; "Ratings Event", "Moody's Ratings Event", "S&P Ratings
Event", "Qualifying Ratings", "Moody's First Level Qualifying Ratings", "Moody's
Second Level Qualifying Ratings", "S&P Qualifying Ratings", "Qualified
Transferee", "Qualified Guarantor", and "Qualified Guaranty" have the meanings
assigned in Part 5(i)(i).
Definitions Incorporated by Reference. Capitalized terms used in this Agreement
that are not defined herein and are defined in the Pooling and Servicing
Agreement, dated January 30, 2007, among Banc of America Funding Corporation, as
Depositor, ▇▇▇▇▇ Fargo Bank, N.A, as Master Servicer and Securities
Administrator, and U.S. Bank National Association, as Trustee (the "Pooling and
Servicing Agreement") have the meanings assigned therein. In the event of any
inconsistency between the terms of this Agreement and the terms of the Pooling
and Servicing Agreement, this Agreement will govern.
Part 1. Termination Provisions.
(a) "Specified Entity" in relation to Party A or Party B shall mean: none.
(b) "Specified Transaction" will have the meaning specified in Section 14.
(c) Applicability. The following provisions apply or do not apply to the parties
as specified below:
(i) Section 5(a)(i) (Failure to Pay or Deliver):
(A) will apply to Party A; and
(B) will apply to Party B.
(ii) Section 5(a)(ii) (Breach of Agreement):
(A) will apply to Party A; and
(B) will not apply to Party B.
(iii) Section 5(a)(iii) (Credit Support Default):
(A) will apply to Party A; and
(B) will not apply to Party B.
(iv) Section 5(a)(iv) (Misrepresentation):
(A) will apply to Party A; and
(B) will not apply to Party B.
(v) Section 5(a)(v) (Default under Specified Transaction):
(A) will not apply to Party A; and
(B) will not apply to Party B.
(vi) Section 5(a)(vi) (Cross Default):
(A) will apply to Party A; and
(B) will not apply to Party B.
For the purposes of Section 5(a)(vi):
"Specified Indebtedness" will have the meaning specified in Section
14, except that it shall not include indebtedness in respect of
deposits received.
"Threshold Amount" means, 3% of consolidated shareholders equity of
Party A and its subsidiaries determined in accordance with generally
accepted accounting principles of the United States consistently
applied as of the last day of the fiscal quarter ended immediately
prior to the occurrence or existence of an event for which a Threshold
Amount is applicable under Section 5(a)(vi).
(vii) Section 5(a)(vii) (Bankruptcy):
(A) will apply to Party A; and
(B) will not apply to Party B with respect to subclauses (2), (4)
(but only if the proceeding or petition is instituted or
presented by Party A or its affiliates), (7), (8) (but subclause
(8) will not apply to Party B only to the extent that subclauses
(2), (4) and (7) do not apply to Party B) and (9) of Section
5(a)(vii), and the remaining provisions of Section 5(a)(vii) will
apply to Party B; and in subclause (6) the words "trustee" and
"custodian" will not include the Supplemental Interest Trust
Trustee and the words "seeks or" will be deleted.
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(viii) Section 5(a)(viii) (Merger without Assumption):
(A) will apply to Party A; and
(B) will apply to Party B.
(ix) Section 5(b)(i) (Illegality):
(A) will apply to Party A; and
(B) will apply to Party B.
(x) Section 5(b)(ii) (Tax Event):
(A) will apply to Party A; and
(B) will apply to Party B;
provided that the words "(x) any action taken by a taxing authority,
or brought in a court of competent jurisdiction, on or after the date
on which a Transaction is entered into (regardless of whether such
action is taken or brought with respect to a party to this Agreement)
or (y)" shall be deleted.
(xi) Section 5(b)(iii) (Tax Event upon Merger):
(A) will apply to Party A, provided, that 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; and
(B) will apply to Party B.
(xii) Section 5(b)(iv) (Credit Event upon Merger):
(A) will not apply to Party A; and
(B) will not apply to Party B.
(xiii) Section 5(b)(v) (Additional Termination Event):
(A) will apply to Party A with respect to Part 1(g)(iv) and (v); and
(B) will apply to Party B with respect to Parts 1(g)(i) and (iii).
(d) The "Automatic Early Termination" provision of Section 6(a):
(A) will not apply to Party A; and
(B) will not apply to Party B.
(e) Payments on Early Termination. For the purpose of Section 6(e), the Second
Method and Market Quotation will apply. For such purpose, for so long as the
Overcollateralized Certificates are rated by Moody's, if Party A is the Affected
Party in respect of an Additional Termination Event or a Tax Event Upon Merger
or the Defaulting Party in respect of any Event of Default (but not, in any
case, in respect of a Termination Event arising from an Illegality or Tax
Event), the following provisions shall apply:
(i) The definitions of "Market Quotation" and "Settlement Amount" are
amended in their entirety to read as follows:
"Market Quotation" means, with respect to one or more Terminated
Transactions, an offer capable when made of becoming legally binding
upon acceptance made by a Qualified Transferee 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 Qualified Transferee to enter into a
transaction with commercial terms substantially the same as those of
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this Agreement (save for the exclusion of provisions relating to
Transactions that are not Terminated Transactions) (which shall be
determined by Party B, acting in a commercially reasonable manner),
that would have the effect of preserving the economic equivalent for
Party B 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 (such
transaction, a "Replacement Transaction"). For this purpose, 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.
"Settlement Amount" means, with respect to any Early Termination Date,
an amount (as determined by Party B) equal to the Termination Currency
Equivalent of the amount (whether positive or negative) of any Market
Quotation for the relevant Terminated Transaction or group of
Terminated Transactions that is accepted by Party B so as to become
legally binding, Provided that:
(1) If, on 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 (but in either case no later
than the Early Termination Date) (such day the "Latest Settlement
Amount Determination Day"), no Market Quotation for the relevant
Terminated Transaction or group of Terminated Transactions has been
accepted by Party B so as to become legally binding and one or more
Market Quotations have been made and remain capable of becoming
legally binding upon acceptance, the Settlement Amount shall equal the
Termination Currency Equivalent of the amount (whether positive or
negative) of the lowest of such Market Quotations; and
(2) If, on the Latest Settlement Amount Determination Day, no Market
Quotation for the relevant Terminated Transaction or group of
Terminated Transactions is accepted by Party B so as to become legally
binding and no Market Quotations have been made and remain capable of
becoming legally binding upon acceptance, the Settlement Amount shall
equal Party B's Loss (whether positive or negative and without
reference to any Un-paid amounts) for the relevant Terminated
Transaction or group of Termi-nated Transactions.
(ii) At any time on or before the Latest Settlement Amount Determination
Day at which two or more Market Quotations remain capable of becoming
legally binding upon acceptance, Party B shall be entitled to accept only
the lowest of such Market Quotations.
(iii) 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 De-termination Day.
(iv) If the SettlemenFt Amount is a negative number, Section 6(e)(i)(3)
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
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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) 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)."
(f) "Termination Currency" means United States Dollars.
(g) "Additional Termination Event" will apply. The following shall constitute
Additional Termination Events, and the party specified shall be the Affected
Party with respect thereto:--
(i) Termination of Trust Fund. The Trust, Supplemental Interest Trust or
Trust Fund shall be terminated pursuant to any provision of the Pooling and
Servicing Agreement (including, without limitation, by exercise of the
option to purchase and giving of notice under Sections 10.01 and 10.02 of
the Pooling and Servicing Agreement). The Early Termination Date with
respect to such Additional Termination Event shall be the Distribution Date
upon which the Trust and the Supplemental Interest Trust or Trust Fund is
terminated and final payment is made in respect of the Certificates. Each
of Party A and Party B may designate an Early Termination Date in respect
of this Additional Termination Event. Party B shall be the sole Affected
Party.
(ii) [Reserved.]
(iii) Amendment of Pooling and Servicing Agreement. The amendment of the
Pooling and Servicing Agreement in a manner which has a material adverse
effect on Party A without first obtaining the prior written consent of
Party A (such consent not to be unreasonably withheld), where such consent
is required under the Pooling and Servicing Agreement. Party B shall be the
sole Affected Party.
(iv) Collateralization Event or Ratings Event. A Collateralization Event or
Ratings Event has occurred and is continuing with respect to Party A (and
the guarantor under each Qualified Guaranty (if any)) and Party A fails to
comply with the provisions of Part 5(i)(ii) within the time periods set out
therein; provided that an Additional Termination Event shall not be deemed
to occur by virtue of a breach of Part 5(i)(ii)(B) with respect to a
Moody's Ratings Event unless and until such Moody's Ratings Event has
continued for 30 or more Business Days and at least one Qualified
Transferee has made an offer which remains capable of becoming legally
binding upon acceptance to enter into a Permitted Transfer or other
Replacement Transaction. Party A shall be the sole Affected Party. In the
event that Party A has elected or is required to post collateral following
the occurrence of a Ratings Event with respect to Party A (and the
guarantor under each Qualified Guaranty (if any)), then, a failure to post
collateral in accordance with the provisions of the Credit Support Annex
shall be subject to the provisions of Section 5(a)(iii) and shall not be
treated as an Additional Termination Event. Any breach of Part 5(i)(ii)(A),
(B) or (C) which is treated as an Additional Termination Event under this
Part 1(g)(iv) shall not constitute an Event of Default.
(v) Regulation AB. Party A shall fail to comply with the provisions of Part
5(j) within the time provided for therein. Party A shall be the sole
Affected Party.
Party B shall not effectively designate an Early Termination Date unless and
until it has given prior written notice thereof to Moody's and S&P.
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Part 2. Tax Representations and Certain Tax-related Provisions.
(a) Payer Representations. For the purpose of Section 3(e), Party A makes the
following representations:
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)) 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);
(ii) the satisfaction of the agreement contained in Section 4 (a)(i) or
4(a)(iii) and the accuracy and effectiveness of any document provided by
the other party pursuant to Section 4 (a)(i) or 4(a)(iii); and
(iii) the satisfaction of the agreement of the other party contained in
Section 4(d), 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 of its legal or commercial position.
(b) Payee Representations. For the purpose of Section 3(f), Party A and Party B
make the following representations.
(i) The following representation will apply to Party A:
(x) 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 ("Treas.
Reg.")) for United States federal income tax purposes, (y) it is a
trust company duly organized and existing under the laws of the State
of New York, and (y) its U.S. taxpayer identification number is
▇▇▇▇▇▇▇▇▇.
(ii) The following representation will apply to Party B:
None.
(c) Additional Amounts Not Payable by Party B. Party B shall not be required to
pay any additional amounts pursuant to Section 2(d)(i)(4).
(d) Indemnifiable Tax. The definition of "Indemnifiable Tax" in Section 14 is
amended in its entirety to read as follows:
"Indemnifiable Tax" means in relation to payments by Party A any Tax and in
relation to payments by Party B no Tax.
Part 3. Agreement to Deliver Documents. For the purpose of Section 4(a):
(a) Tax forms, documents or certificates to be delivered are:
--------------------------- ------------------------------------ -------------------------------------------
Party required to deliver Form/Document/ Certificate Date by which to be delivered
document
--------------------------- ------------------------------------ -------------------------------------------
Party A and Party B Any document reasonably (i) Prior to the first scheduled
requested to allow the other Payment Date; (ii) promptly upon
party to make payments reasonable demand by the other
under this Agreement party; and (iii) promptly upon
without any deduction or learning that any form previously
withholding for or on the provided by to the other party has
account of any tax. become obsolete or incorrect.
--------------------------- ------------------------------------ -------------------------------------------
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(b) Other documents to be delivered are:
----------------------- ---------------------------------- -------------------------- ---------------------
Party required to Covered by Section
deliver document Form/Document/ Date by which to be 3(d) Representation
Certificate delivered
----------------------- ---------------------------------- -------------------------- ---------------------
Party A A certificate of an authorized Upon the execution and Yes
officer of the party, as to the delivery of this
incumbency and authority of the Agreement
respective officers of the party
signing this Agreement, any
relevant Credit Support
Document, or any Confirmation,
as the case may be.
----------------------- ---------------------------------- -------------------------- ---------------------
Party B (i) a copy of the executed With respect to (i) upon Yes
Pooling and Servicing Agreement, the execution and
(ii) an incumbency certificate delivery of the Pooling
verifying the true signatures and Servicing Agreement,
and authority of the person or and with respect to (ii)
persons signing this Agreement and (iii) upon the
on behalf of Party B, and (iii) execution and delivery
a certified copy of the of this Agreement
authorizing resolution (or
equivalent authorizing
documentation) of ▇▇▇▇▇ Fargo
Bank, N.A. which sets forth the
authority of each signatory to
the Confirmation signing on its
behalf and the authority of such
party to enter into Transactions
contemplated and performance of
its obligations hereunder.
----------------------- ---------------------------------- -------------------------- ---------------------
Party A A legal opinion as to Upon the execution and No
enforceability of this Agreement delivery of this
and any Confirmation evidencing Agreement and such
a Transaction hereunder. Confirmation
----------------------- ---------------------------------- -------------------------- ---------------------
Party B A legal opinion as to the Upon the execution and No
enforceability of this Agreement delivery of this
and any Confirmation evidencing Agreement and such
a Transaction hereunder Confirmation
----------------------- ---------------------------------- -------------------------- ---------------------
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Part 4. Miscellaneous.
(a) Addresses for Notices. For the purpose of Section 12(a):
Address for notices or communications to Party A:
Party A: With respect to any Transaction, to the office(s) specified in the
Confirmation related to such Transaction. A copy of any notice or other
communication with respect to Sections 5 or 6 should also be sent to the
addresses set out below:
The Bank of New York
Legal Department
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ - ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: General Counsel
Address for notices or communications to Party B:
Address: ▇▇▇▇▇ Fargo Bank, N.A.,
not in its individual capacity, but solely
as Supplemental Interest Trust Trustee on
behalf of the Banc of America Funding
Corporation 2007-1 Supplemental Interest
Trust ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇.
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: Client Manager - Banc of America Funding 2007-1
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
(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):
Party A is a Multibranch Party and will enter into each Transaction only
through the following Office:- New York (for all Transactions).
Party B is not a Multibranch Party.
(e) Calculation Agent. The Calculation Agent is Party A.
(f) "Credit Support Document" Credit Support Document means in relation to:--
Party A: The Credit Support Annex hereto and any Qualified Guaranty.
Party B: Not applicable.
(g) "Credit Support Provider" means in relation to:
Party A: The guarantor under any Qualified Guaranty.
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 choice of
law doctrine other than New York General Obligations Law Sections 5-1401 and
5-1402.
(i) Netting of Payments; Modification of Section 2(a)(iii)(1). Subparagraph (ii)
of Section 2(c) will apply. Section 2(a)(iii)(1) is amended by deleting "or
Potential Event of Default".
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(j) "Affiliate" will have the meaning specified in Section 14, provided, that,
Party B shall not be deemed to have any Affiliates for purposes of this
Agreement, including for purposes of Section 6(b)(ii) hereof.
(k) Additional Representations. Section 3 is hereby amended by adding after
Section 3(f) the following subsections:
"(g) Relationship Between Parties.
(1) Nonreliance. It is not relying on any statement or representation
of the other party regarding the Transaction (whether written or
oral), other than the representations expressly made in this Agreement
or the Confirmation in respect of that Transaction.
(2) Evaluation and Understanding.
(i) It is acting for its own account and has the capacity to
evaluate (internally or through independent professional advice)
the Transaction and has made its own decision to enter into the
Transaction; it is not relying on any communication (written or
oral) of the other party as investment advice or as a
recommendation to enter into such transaction; it being
understood that information and explanations related to the terms
and conditions of such transaction shall not be considered
investment advice or a recommendation to enter into such
transaction. 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 the transaction; and
(ii) It understands the terms, conditions and risks of the
Transaction and is willing and able to accept those terms and
conditions and to assume (and does, in fact assume) those risks,
financially and otherwise.
(3) Principal. The other party is not acting as a fiduciary or an
advisor for it in respect of this Transaction.
(h) Exclusion from Commodity Exchange Act. (1) It is an "eligible
contract participant" within the meaning of Section 1a(12) of the
Commodity Exchange Act, as amended; (2) this Agreement and each
Transaction is subject to individual negotiation by such party; and
(3) neither this Agreement nor any Transaction will be executed or
traded on a "trading facility" within the meaning of Section 1a(33) of
the Commodity Exchange Act, as amended.
(i) Swap Agreement. Each Transaction is a "swap agreement" as defined
in 12 U.S.C. Section 1821(e)(8)(D)(vi) and a "covered swap agreement"
as defined in the Commodity Exchange Act (7 U.S.C. Section 27(d)(1))."
Part 5. Other Provisions.
(a) Waiver of Jury Trial. Each party waives any right it may have to a trial by
jury in respect of any Proceedings relating to this Agreement or any Credit
Support Document.
(b) Recording of Conversations. Each party (i) consents to the recording of
telephone conversations between the trading, marketing and other relevant
personnel of the parties in connection with this Agreement or any potential
Transaction, (ii) agrees to obtain any necessary consent of, and give any
necessary notice of such recording to, its relevant personnel and (iii) agrees,
to the extent permitted by applicable law, that recordings may be submitted in
evidence in any Proceedings.
(c) Severability. If any term, provision, covenant, or condition of this
Agreement, or the application thereof to any party or circumstance, shall be
held to be invalid or unenforceable (in whole or in part) for any reason, the
remaining terms, provisions, covenants, and conditions hereof shall continue in
full force and effect as if this Agreement had been executed with the invalid or
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unenforceable portion eliminated, so long as this Agreement as so modified
continues to express, without material change, the original intentions of the
parties as to the subject matter of this Agreement and the deletion of such
portion of this Agreement will not substantially impair the respective benefits
or expectations of the parties. The parties shall endeavor to engage in good
faith negotiations to replace any invalid or unenforceable term, provision,
covenant or condition with a valid or enforceable term, provision, covenant or
condition, the economic effect of which comes as close as possible to that of
the invalid or unenforceable term, provision, covenant or condition.
(d) Set-off. All payments under this Agreement shall be made without set-off or
counterclaim, except as provided in Section 2(c), Section 6 or the provisions
hereof relating to Market Quotation and Loss, or Paragraph 8 of the Credit
Support Annex. Section 6(e) is amended by deleting the following sentence: "The
amount, if any, payable in respect of an Early Termination Date and determined
pursuant to this Section will be subject to any Set-off." For the avoidance of
doubt, if more than one Transaction is entered into under this Agreement,
nothing herein is intended to prevent the determination of a Settlement Amount
with respect to all such Transactions pursuant to Section 6 (as modified
hereby).
(e) Failure to Pay or Deliver. Section 5(a)(i) is hereby amended by replacing
the word "third" by the word "second" in the third line thereof.
(f) Non-Recourse. Notwithstanding any provision herein or in this Agreement to
the contrary, the obligations of the Supplemental Interest Trust hereunder are
limited recourse obligations of the Supplemental Interest Trust, payable solely
from the Swap Account. In the event that the Swap Account and proceeds thereof
should be insufficient to satisfy all claims outstanding and following the
realization of the Swap Account and the distribution of the proceeds thereof in
accordance with the Pooling and Servicing Agreement, any claims against or
obligations of the Supplemental Interest Trust under this Agreement or any
confirmation hereunder still outstanding shall be extinguished and thereafter
not revive. This provision shall survive the termination of this Agreement.
(g) Limitation on Institution of Bankruptcy Proceedings. Party A shall not
institute against or cause any other person to institute against, or join any
other person in instituting against Party B, the Depositor or the Trust, any
bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings,
under any of the laws of the United States or any other jurisdiction, for a
period of one year and one day (or, if longer, the applicable preference period)
following indefeasible payment in full of the Overcollateralized Certificates.
This provision shall survive the termination of this Agreement.
(h) Transfer, Amendment and Assignment. Notwithstanding the provisions of
Section 7 and Section 9(b), no assignment, transfer, amendment, waiver,
supplement or other modification of any Transaction shall be permitted by either
party unless (i) it is a Permitted Transfer or the Rating Agency Condition is
satisfied with respect thereto, and (ii) each Rating Agency has received prior
written notice thereof. The consent of Party B shall not be required for a
Permitted Transfer and Party B shall take all steps reasonably requested by
Party A (at the expense of Party A) to effect a Permitted Transfer. A "Permitted
Transfer" means a novation or assignment to or entry into another form of
Replacement Transaction pursuant to which a Qualifying Transferee acquires and
assumes or enters into a Replacement Transaction by a written instrument in
respect of all the Transactions and the rights, liabilities, duties and
obligations of Party A hereunder without modification of the terms hereof (other
than parties, effective date of said transfer, and tax payee representations of
Party A) and with respect to which (i) there is no adverse effect on netting or
set-off rights; and (ii) each Rating Agency receives prior written notice
thereof).
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(i) Ratings Downgrade.
(i) Definitions. For purposes of each Transaction: (A) "Rating Agency
Condition" means, with respect to any action taken or to be taken
hereunder, a condition that is satisfied when each of ▇▇▇▇▇'▇ Investors
Service Inc. ("Moody's") and Standard & Poor's Ratings Services, a division
of The ▇▇▇▇▇▇-▇▇▇▇ Companies, Inc. ("S&P") (each a "Rating Agency", and the
rating condition with respect to it, the "▇▇▇▇▇'▇ Rating Condition" and
"S&P Rating Condition", respectively) has confirmed in writing to the
Securities Administrator that such action will not result in withdrawal,
reduction or other adverse action with respect to any then-current rating
by such Rating Agency of the Overcollateralized Certificates; (B)
"Qualifying Ratings" means, with respect to the debt of any entity, (1) (x)
a short-term unsecured and unsubordinated debt rating of at least "P-1",
and a long-term unsecured and unsubordinated debt of at least "A2" (or, if
it has no short-term unsecured and unsubordinated debt rating, a long term
rating of at least "A1") by Moody's ("Moody's First Level Qualifying
Ratings"), and (y) a short-term unsecured and unsubordinated debt rating of
at least "P-2", and a long-term unsecured and unsubordinated debt of at
least "A3" (or, if it has no short-term unsecured and unsubordinated debt
rating, a long term rating of at least "A3") by Moody's ("Moody's Second
Level Qualifying Ratings"), and (2) a short-term unsecured and
unsubordinated debt rating of at least "A-1" , or if it does not have a
short-term rating, a long-term unsecured and unsubordinated debt rating of
at least "A+" by S&P ("S&P Qualifying Ratings"); (C) a "Collateralization
Event" shall occur with respect to an entity) if: (1) its short-term
unsecured and unsubordinated debt rating is reduced to "P-2" or below, or
its long-term unsecured and unsubordinated debt is reduced to "A3" or below
(or, if it has no short-term unsecured and unsubordinated debt rating, its
long term rating is reduced to "A2" or below) by Moody's (a "Moody's
Collateralization Event"), or (2) its short-term unsecured and
unsubordinated debt rating is reduced to "A-2" or below, or, if it does not
have a short-term rating, its long-term unsecured and unsubordinated debt
rating is reduced to "A" or below by S&P (an "S&P Collateralization
Event"); (D) a "Ratings Event" shall occur with respect to an entity if:
(1) its short-term unsecured and unsubordinated debt rating is withdrawn or
reduced to "P-3" or below or its long-term unsecured and unsubordinated
debt is reduced to "Baa1" (or, if it has no short-term unsecured and
unsubordinated debt rating, its long term rating is withdrawn or reduced to
"Baa1" or below) by Moody's (a "Moody's Ratings Event"), or (2) its
short-term unsecured and unsubordinated debt rating is withdrawn or reduced
below "A-3" (or, if it has no short-term unsecured and unsubordinated debt
rating, its long term rating is withdrawn or reduced to "BB+" or below) by
S&P (an "S&P Ratings Event"); (E) "Qualified Transferee" means a transferee
of a novation or assignment or a party (other than Party B) that enters
into another form of Replacement Transaction that is a Reference
Market-maker ("dealer" in the definition thereof meaning a "dealer in
notional principal contracts" as defined in Treas. Reg. Section 1.1001-4)
(1) that has Moody's Second Level Qualifying Ratings and S&P Qualifying
Ratings or (2) whose present and future obligations owing to Party B are
guaranteed pursuant to a Qualified Guaranty; and (F) "Qualified Guaranty"
means an unconditional and irrevocable guaranty of payment (and not of
collection) and the performance of the other obligations of Party A (or a
Qualified Transferee, as applicable) hereunder by a third party having
Moody's Second Level Qualifying Ratings and S&P Qualifying Ratings
("Qualified Guarantor") providing, inter alia, that payment thereunder
shall be made as provided and on the conditions set forth in Section 2(d)
as modified hereunder (substituting references to Party A as "X" with the
guarantor as "X" and "this Agreement" with such guaranty, respectively)
(or, in lieu of such provisions relating to tax, a law firm has given a
legal opinion confirming that none of the guarantor's payments to Party B
under such guaranty will be subject to withholding for Tax).
11
(ii) Actions to be Taken. (A) If a Collateralization Event occurs with
respect to Party A (and the guarantor under each Qualified Guaranty (if
any)), then Party A shall, at its own expense, no later than thirty (30)
Business Days after a Moody's Collateralization Event with respect to Party
A (and the guarantor under each Qualified Guaranty (if any)) or (if sooner)
thirty (30) calendar days after an S&P Collateralization Event: (1) post
collateral (commencing within the times set forth herein) in accordance
with the Credit Support Annex for so long as the Collateralization Event
continues with respect to Party A (and the guarantor under each Qualified
Guaranty (if any)); or (2) on terms substantially similar to this Agreement
(to be determined by Party B acting in a commercially reasonable manner),
and subject to the S&P Rating Condition, novate or assign or transfer the
Transactions to or replace the Transactions with Replacement Transactions
with a Qualified Transferee (having the Moody's First Level Qualifying
Ratings and the S&P Qualifying Ratings); or (3) obtain a Qualified Guaranty
(provided by a guarantor having the Moody's First Level Qualifying Ratings
and the S&P Qualifying Ratings and with respect to which the S&P Rating
Condition is satisfied); and (B) if a Ratings Event occurs with respect to
Party A (and the guarantor under each Qualified Guaranty (if any)), then
Party A shall at its own expense, no later than thirty (30) Business Days
after a Moody's Ratings Event with respect to Party A (and the guarantor
under each Qualified Guaranty (if any)) or (if sooner) ten (10) Business
Days after an S&P Ratings Event and subject to the S&P Rating Condition:
(1) on terms substantially similar to this Agreement (to be determined by
Party B acting in a commercially reasonable manner) novate or assign or
transfer the Transactions to or replace the Transactions with Replacement
Transactions with a Qualified Transferee, or (2) obtain a Qualified
Guaranty. (C) Party A shall post collateral in accordance with the Credit
Support Annex and the times set forth herein for so long as a
Collateralization Event or Ratings Event (in each case, with respect to
Party A and the guarantor under each Qualified Guaranty (if any)) has
occurred and continues, commencing within the times specified for taking
action under (A) above, provided that there shall be no grace period for
posting collateral (i) in the event that a Collateralization Event or
Ratings Event (in each case, with respect to Party A and the guarantor
under each Qualified Guaranty (if any)) has been continuing from the time
Party A has become a party hereto or (ii) an S&P Ratings Event has occurred
and continues. (D) if a Ratings Event occurs with respect to Party A (and
the guarantor under each Qualified Guaranty (if any)), then Party A shall
at its own expense, use commercially reasonable efforts to, as soon as
reasonably practicable, take one of the actions referred to in (B) above.
(j) Regulation AB. For purposes of Item 1115 ("Item 1115") of Subpart 229.1100 -
Asset Backed Securities (Regulation AB) (17 C.F.R. ss.ss.229.1100 - 229.1123)
("Regulation AB") under the Securities Act of 1933, as amended, and the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), as amended and
interpreted by the Securities and Exchange Commission and its staff, if the
Depositor or Party B makes a determination, acting reasonably and in good faith,
that (x) the applicable "significance percentage" with respect to this Agreement
under Item 1115 has been reached (the "applicable percentage"), and (y) the
Depositor has a reporting obligation under the Exchange Act (such event,
hereinafter a "Reg AB Disclosure Event"), then Party A shall, within five (5)
Business Days after notice to that effect, at its sole expense, take one of the
following actions: (1) provide (including, if permitted by Regulation AB,
provision by reference to reports filed pursuant to the Exchange Act or
otherwise publicly available information): (A) (i)(x) the financial data
required by Item 301 of Regulation S-K (17 C.F.R. ss.229.301), pursuant to Item
1115(b)(1); (y) financial statements meeting the requirements of Regulation S-X
12
(17 C.F.R. ss.ss.210.1-01 through 210.12-29, but excluding 17 C.F.R. ss.
210.3-05 and Article 11 of Regulation S-X (17 C.F.R. ▇▇.▇▇. 210.11-01 through
210.11-03)), pursuant to Item 1115(b)(2); or (z) such other financial
information as may at the time be required or permitted to be provided in
satisfaction of the requirements of Item 1115(b); and (ii) any updates to such
financial information within five (5) Business Days of the release thereof, and
(B) the consent to filing in the Exchange Act Reports of the Depositor the
report relating to audits of such financial statements by the firm conducting
such audit; or (2) post collateral in accordance with the Credit Support Annex
(which, for such purpose, will be modified to substitute for "Collateralization
Event" throughout the words "Reg AB Disclosure Event", and define "Credit
Support Amount" therein as needed to result in the posting of an amount
sufficient to reduce the applicable percentage below the requirements of Item
1115, subject to the requirements to post collateral in accordance with Part
5(i)); or (3) on terms substantially similar to this Agreement, and subject to
the Rating Agency Condition, novate or assign or transfer the Transactions to or
replace the Transactions with Replacement Transactions with a Qualified
Transferee that is able to comply with the requirements of Item 1115(b) and
provides the financial information and consents and any indemnification provided
for in connection with this Agreement; or (4) obtain a Qualified Guaranty by a
guarantor that is able to comply with the requirements of Item 1115(b) and
provides the financial information and consents and any indemnification provided
for in connection with this Agreement. Party A's obligation to comply with this
Part 5(j) shall be suspended on January 1, 2008, unless, at any time, Party A
receives notification from the Depositor or the Securities Administrator that
the Trust Fund's obligation to file periodic reports under the Exchange Act
shall continue; provided, however, that such obligations shall not be suspended
in respect of any Exchange Act Report or amendment to an Exchange Act Report in
such fiscal year which relates to any fiscal year in which the Trust Fund was
subject to the reporting requirements of the Exchange Act. This obligation shall
continue to be suspended unless the Depositor or the Securities Administrator
notifies Party A that the Trust Fund's obligations to file reports under the
Exchange Act has resumed. If the Depositor or Party B reasonably requests, Party
A shall provide such other information as may be necessary for the Depositor to
comply with Item 1115. The Depositor shall be an express third party beneficiary
of this Agreement as if a party hereto to the extent of Depositor's rights
explicitly specified herein.
(l) Supplemental Interest Trust Trustee's Capacity. It is expressly understood
and agreed by the parties hereto that, insofar as this Agreement and any
confirmation evidencing a Transaction hereunder is executed by ▇▇▇▇▇ Fargo Bank,
N.A., (i) this Agreement and such confirmation are executed and delivered by
▇▇▇▇▇ Fargo Bank, N.A., not in its individual capacity but solely as
Supplemental Interest Trust Trustee of the Supplemental Interest Trust pursuant
to the Pooling and Servicing Agreement in the exercise of the powers and
authority conferred upon and vested in it thereunder, and pursuant to
instruction set forth therein, (ii) each of the representations, undertakings
and agreements herein or therein made on behalf of the Supplemental Interest
Trust is made and intended not as a personal representation, undertaking or
agreement of ▇▇▇▇▇ Fargo Bank, N.A. but is made and intended for the purpose of
binding only the Supplemental Interest Trust, and (iii) under no circumstances
▇▇▇▇ ▇▇▇▇▇ 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 or covenant made
or undertaken under this Agreement or any such confirmation
13
(m) Supplemental Interest Trust Trustee's Representation. ▇▇▇▇▇ Fargo Bank,
N.A., as Supplemental Interest Trust Trustee of the Supplemental Interest Trust,
represents and warrants that:
It has been directed under the Pooling and Servicing Agreement to enter
into this Agreement and each confirmation evidencing a Transaction
hereunder as Supplemental Interest Trust Trustee on behalf of the
Supplemental Interest Trust.
[Signature page immediately follows]
14
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 Agreement:
THE BANK OF NEW YORK ▇▇▇▇▇ FARGO BANK, N.A.,
not in its individual
capacity, but solely as
Supplemental Interest Trust
Trustee on behalf of the
Banc of America Funding
Corporation 2007-1
Supplemental Interest Trust
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇ Colli
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇ Colli
Title: Managing Director Title: Vice President
Date: Date:
15
(Multicurrency - Cross Border)
ISDA(R)
International Swaps and Derivatives Association, Inc.
MASTER AGREEMENT
dated as of January 31, ▇▇▇▇
▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇ and ▇▇▇▇▇ FARGO BANK, N.A.,
not in its individual
capacity, but solely as
Supplemental Interest
Trust Trustee on behalf
of the Banc of America
Funding Corporation
2007-1 Supplemental
Interest Trust
established as a banking organization under The Supplemental Interest Trust is
the laws of the State of New York a common law trust established
under the laws of the State of New
York
("Party A") ("Party B")
have entered and/or anticipate entering into one or more transactions (each a
"Transaction") that are or will be governed by this Master Agreement, which
includes the schedule (the "Schedule"), and the documents and other confirming
evidence (each a "Confirmation") exchanged between the parties confirming those
Transactions.
Accordingly, the parties agree as follows: -
1. Interpretation
(a) Definitions. The terms defined in Section 14 and in the Schedule will have
the meanings therein specified for the purpose of this Master Agreement.
(b) Inconsistency. In the event of any inconsistency between the provisions of
the Schedule and the other provisions of this Master Agreement, the Schedule
will prevail. In the event of any inconsistency between the provisions of any
Confirmation and this Master Agreement (including the Schedule), such
Confirmation will prevail for the purpose of the relevant Transaction.
(c) Single Agreement. All Transactions are entered into in reliance on the fact
that this Master Agreement and all Confirmations form a single agreement between
the parties (collectively referred to as this "Agreement'), and the parties
would not otherwise enter into any Transactions.
2. Obligations
(a) General Conditions.
(i) Each party will make each payment or delivery specified in each
Confirmation to be made by it, subject to the other provisions of this
Agreement.
(ii) Payments under this Agreement will be made on the due date for value
on that date in the place of the account specified in the relevant
Confirmation or otherwise pursuant to this Agreement, in freely
transferable funds and in the manner customary for payments in the required
currency. Where settlement is by delivery (that is, other than by payment),
such delivery will be made for receipt on the due date in the manner
customary for the relevant obligation unless otherwise specified in the
relevant Confirmation or elsewhere in this Agreement.
(iii) Each obligation of each party under Section 2(a)(i) is subject to (1)
the condition precedent that no Event of Default or Potential Event of
Default with respect to the other party has occurred and is continuing, (2)
the condition precedent that no Early Termination Date in respect of the
relevant Transaction has occurred or been effectively designated and (3)
each other applicable condition precedent specified in this Agreement.
value of that which was (or would have been) required to be delivered as of the
originally scheduled date for delivery, in each case together with (to the
extent permitted under applicable law) interest, in the currency of such
amounts, from (and including) the date such amounts or obligations were or would
have been required to have been paid or performed to (but excluding) such Early
Termination Date, at the Applicable Rate. Such amounts of interest will be
calculated on the basis of daily compounding and the actual number of days
elapsed. The fair market value of any obligation referred to in clause (b) above
shall be reasonably determined by the party obliged to make the determination
under Section 6(e) or, if each party is so obliged, it shall be the average of
the Termination Currency Equivalents of the fair market values reasonably
determined by both parties.
IN WITNESS WHEREOF the parties have executed this document on the
respective dates specified below with effect from the date specified on the
first page of this document.
THE BANK OF NEW YORK ▇▇▇▇▇ FARGO BANK, N.A.,
not in its individual
capacity, but solely as
Supplemental Interest Trust
Trustee on behalf of the
Banc of America Funding
Corporation 2007-1
Supplemental Interest Trust
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇ Colli
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇ Colli
Title: Managing Director Title: Vice President
Date: Date:
18
(Bilateral 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
ISDA Master Agreement
--------------------------------------
Dated as of January 31, 2007
between
THE BANK OF NEW YORK and ▇▇▇▇▇ FARGO BANK, N.A.,
not in its individual capacity,
but solely as Supplemental
Interest Trust Trustee on behalf of
the Banc of America Funding
Corporation 2007-1 Supplemental
Interest Trust
established as a banking organization The Supplemental Interest Trust is
under the laws of the State of New York a common law trust established
under the laws of the State of New
York
("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 Party A.
Accordingly, the parties agree as follows:--
Paragraphs 1 - 12. Incorporation. Paragraphs 1 through 12 inclusive of the ISDA
Credit Support Annex (Bilateral Form) (ISDA Agreements Subject to New York Law
Only) published in 1994 by the International Swaps and Derivatives Association,
Inc. are incorporated herein by reference and made a part hereof, except that
Paragraph 1(b) is hereby amended in its entirety to read as follows:
"(b) Secured Party and Pledgor. Notwithstanding anything contained in this Annex
to the contrary, (a) the term "Secured Party" as used in this Annex means only
Party B, (b) the term "Pledgor" as used in this Annex means only Party A, (c)
only Party A makes the pledge and grant in Paragraph 2, the acknowledgment in
the final sentence of Paragraph 8(a) and the representations in Paragraph 9, and
(d) only Party A will be required to make Transfers of Eligible Credit Support
hereunder."
Paragraph 13.
Certain Definitions. As used herein, "Moody's", "S&P", "Rating Agency",
"Collateralization Event", "Moody's Collateralization Event", "S&P
Collateralization Event"; "Ratings Event", "Moody's Ratings Event", and "S&P
Ratings Event" have the meanings assigned in the Schedule.
(a) Security Interest for "Obligations." The term "Obligations" as used in this
Annex includes the following additional obligations: Not applicable.
(b) Credit Support Obligations.
(i) Delivery Amount, Return Amount and Credit Support Amount.
(A) "Delivery Amount" has the meaning specified in Paragraph 3(a)
except that the words "upon a demand made by the Secured Party on or
promptly following a Valuation Date" shall be deleted and replaced by
the words "on each Valuation Date on which the Threshold for Party A
is Zero, commencing no later than the Valuation Date falling on or
after the earliest of (i) in the case of a Moody's Collateralization
Event or Moody's Ratings Event (in each case with respect to Party A
and the guarantor under each Qualified Guaranty (if any)), on the 30th
Local Business Day thereafter, (ii) in the case of an S&P
Collateralization Event, the thirtieth (30th) calendar day thereafter
or, if it is not a Local Business Day, the next preceding day that is
a Local Business Day, and (iii) in the case of an S&P Ratings Event,
commencing promptly after publication by S&P of the applicable change
in rating."
(B) "Return Amount" has the meaning specified in Paragraph 3(b).
(C) "Credit Support Amount" in Paragraph 3(b), shall be amended in its
entirety to read as follows:
"`Credit Support Amount' means, for any Valuation Date after and
during the continuance of a Collateralization Event or Ratings
Event (in each case with respect to Party A and the guarantor
under each Qualified Guaranty (if any)), (i) the Secured Party's
Exposure for that Valuation Date, plus (ii) the aggregate of all
Independent Amounts applicable to the Pledgor (with respect to
all Affected Transactions), if any, minus (iii) the Pledgor's
Threshold; provided, however, that the Credit Support Amount will
be deemed to be zero whenever the calculation of the Credit
Support Amount yields a number less than zero; and, provided
further, that, if a ▇▇▇▇▇'▇ Rating Event with respect to Party A
and the guarantor under each Qualified Guaranty (if any) has
occurred and is continuing and at least thirty (30) Business Days
have elapsed since the last time it was not the case that a
▇▇▇▇▇'▇ Rating Event had occurred and was continuing with respect
to Party A and the guarantor under each Qualified Guaranty (if
any), the Credit Support Amount will not be less than the greater
of zero and the aggregate amount of the net payments due from
Pledgor in respect of all following scheduled Payments (each such
net payment being the greater of zero and the amount of the
payment due to be made by the Pledgor under Section 2(a) on a
Payment date less the amount of any payment due to be made by the
Secured Party under Section 2(a) on the same Payment Date after
giving effect to any applicable netting under Section 2(c)) with
respect to all Affected Transactions."
(ii) Eligible Collateral. The items set forth in Schedule 1A or Schedule
1B, as applicable, will qualify as "Eligible Collateral" for Party A.
(iii) Other Eligible Support. The following items will qualify as "Other
Eligible Support" for the party specified: Not Applicable.
2
(iv) Thresholds.
(A) "Independent Amount" means with respect to Party B: Zero; and,
with respect to Party A, for any Valuation Date: an amount equal to
the product of the aggregate Notional Amount outstanding at the
beginning of the related Calculation Period under the applicable
Affected Transactions, and the greater of:
(1) in respect of a Moody's Collateralization Event or a Moody's
Ratings Event (in each case, with respect to Party A and the
guarantor under each Qualified Guaranty (if any)), the
percentage set forth in Schedule 2A, Schedule 2B or Schedule
2C, as applicable ("Moody's Independent Amount"); and
(2) in respect of an S&P Collateralization Event or an S&P
Ratings Event, (x) with respect to basis risk swaps, the
product of the S&P Volatility Buffer and .10, and (y) with
respect to all other Transactions the S&P Volatility Buffer
determined using the table set forth in Schedule 3 ("S&P
Independent Amount").
(B) "Threshold" means for each party: an infinite number; provided,
that the Threshold for Party A shall be zero at any time that Party A
elects or is required to post collateral pursuant to Part 5(i)(ii) of
the Schedule.
(C) "Minimum Transfer Amount" means with respect to Party A and Party
B: $100,000; provided, that the Minimum Transfer Amount for such party
shall be $50,000 in respect of an S&P Collateralization Event or S&P
Ratings Event if the aggregated principal balance of the Certificates
is $50,000,000 or less on the applicable Valuation Date, and shall be
zero upon the occurrence and during the continuance of an Event of
Default, Termination Event, Additional Termination Event, or Specified
Condition with respect to such party.
(D) Rounding. The Delivery Amount will be rounded up to the nearest
integral multiple of $1,000 and the Return Amount will be rounded down
to the nearest integral multiple of $1,000.
(v) Conflicting Valuation Percentage. Notwithstanding the definition of
"Valuation Percentage" in Paragraph 10, the Valuation Percentage for any
item of Eligible Collateral shall be the lowest of the applicable
percentages specified for such item by any Rating Agency then rating the
Certificates.
(c) Valuation and Timing.
(i) "Valuation Agent" means, Party A, provided, that if any Event of
Default with respect to Party A has occurred and is continuing, then any
designated third party mutually agreed to by the parties shall be the
Valuation Agent until such time as Party A is no longer a Defaulting Party.
(ii) "Valuation Date" means: each Local Business Day.
(iii) "Valuation Time" means:
[ ] the close of business in the city of the Valuation Agent on the
Valuation Date or date of calculation, as applicable;
[X] the close of business on the Local Business Day before the
Valuation Date or date of calculation, as applicable;
provided, that the calculations of Value and Exposure will be made as of
approximately the same time on the same date.
(iv) "Notification Time" means 1:00 p.m., New York time, on a Local
Business Day.
(d) Conditions Precedent and Secured Party's Rights and Remedies. (i) Illegality
and (ii) Additional Termination Events will be a "Specified Condition" for Party
A (as the Affected Party) (but not for purposes of Paragraph 8(d)), and (iii)
Tax Event and (iv) Tax Event Upon Merger will not be a "Specified Condition for
Party A.
3
(e) Substitution.
(i) "Substitution Date" has the meaning specified in Paragraph 4(d)(ii).
(ii) Consent. If specified here as applicable, then the Pledgor must obtain
the Secured Party's consent for any substitution pursuant to Paragraph
4(d): Applicable.
(f) Dispute Resolution.
(i) "Resolution Time" means 1:00 p.m., New York time, on the Local Business
Day following the date on which the 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: as set forth for other
purposes in Paragraph 12.
(iii) Alternative. The provisions of Paragraph 5 will apply, except to the
following extent: (A) pending the resolution of a dispute, Transfer of the
undisputed Value of Eligible Credit Support or Posted Credit Support
involved in the relevant demand will be due as provided in Paragraph 5 if
the demand is given by the Notification Time, but will be due on the second
Local Business Day after the demand if the demand is given after the
Notification Time; and (B) the Disputing Party need not comply with the
provisions of Paragraph 5(II)(2) if the amount to be Transferred does not
exceed the Disputing Party's Minimum Transfer Amount.
(g) Holding and Using Posted Collateral.
(i) Eligibility to Hold Posted Collateral; Custodians. The Secured Party
will not be entitled to hold Posted Collateral itself. The Secured Party
will be hold Posted Collateral in an identifiable segregated account
through a Custodian. The Custodian may be the Securities Administrator or
the Supplemental Interest Trust Trustee and shall at all times be a
financial institution as specified under Section 9.05 of the Pooling and
Servicing Agreement. If not so specified, the Custodian shall be a
commercial bank or trust company which is unaffiliated with Party B
organized under the laws of the United States or any state thereof, having
assets of at least $10 billion and a long term debt or a deposit rating of
at least Baa2 from Moody's and A from S&P. For so long as the Certificates
are rated by S&P, any Custodian other than the Securities Administrator or
Supplemental Interest Trust Trustee shall have a short-term debt or deposit
rating of at least A-1, or, if it has no short-term rating, a long-term
debt or deposit rating of at least A from S&P.
Initially, the Custodian for Party B is: the Supplemental Interest Trust
Trustee.
(ii) Use of Posted Collateral. The provisions of Paragraph 6(c) will apply
to the Secured Party; therefore, Party B will not have any of the rights
specified in Paragraph 6(c)(i) or 6 (c)(ii).
(h) Distributions and Interest Amount.
(i) Interest Rate. The "Interest Rate", with respect to Eligible Collateral
in the form of Cash will be, the actual rate of interest earned by the
Counterparty or the Custodian if the Cash Posted Collateral is invested as
provided in Paragraph 13(l)(vi); otherwise,, the "Interest Rate" will be,
for any day, the rate opposite the caption "Federal Funds (Effective)" for
such day as published for such day in Federal Reserve Publication H.15(519)
or any successor publication as published by the Board of Governors of the
Federal Reserve System or such other rate as agreed by the parties.
(ii) Transfer of Interest Amount. The Transfer of the Interest Amount will
be made on the first Local Business Day of each calendar month) and on any
Local Business Day that Posted Collateral in the form of Cash is
Transferred to the Pledgor pursuant to Paragraph 3(b), subject to the
receipt and availability of such funds.
(iii) Alternative to Interest Amount. The provisions of Paragraph 6(d)(ii)
will apply.
4
(i) Other Eligible Support and Other Posted Support.
(i) "Value" with respect to Other Eligible Support and Other Posted Support
means: Inapplicable.
(ii) "Transfer" with respect to Other Eligible Support and Other Posted
Support means: Inapplicable.
(j) Demands and Notices. All demands, specifications and notices under this
Annex will be made pursuant to the Notices Section of this Agreement, unless
otherwise specified here:
(i) Party A: Not applicable.
(ii) Party B:
Address: ▇▇▇▇▇ Fargo Bank, N.A.,
not in its individual capacity, but solely
as Supplemental Interest Trust Trustee on
behalf of the Banc of America Funding
Corporation 2007-1 Supplemental Interest
Trust ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇.
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: Client Manager - Banc of America Funding 2007-1
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
(k) Addresses for Transfers.
Party A: For Cash: To be provided
For Eligible Collateral: To be provided
Party B: To be provided
(l) Other Provisions.
(i) Additional Definitions. As used in this Annex:--
"Equivalent Collateral" means, with respect to any security
constituting Posted Collateral, a security of the same issuer and, as
applicable, representing or having the same class, series, maturity,
interest rate, principal amount or liquidation value and such other
provisions as are necessary for that security and the security
constituting Posted Collateral to be treated as equivalent in the
market for such securities;
"Local Business Day" means: (i) any day on which commercial banks are
open for business (including dealings in foreign exchange and foreign
currency deposits) in New York, and (ii) in relation to a Transfer of
Eligible Collateral, a day on which the clearance system agreed
between the parties for the delivery of Eligible Collateral is open
for acceptance and execution of settlement instructions (or in the
case of a Transfer of Cash or other Eligible Collateral for which
delivery is contemplated by other means, a day on which commercial
banks are open for business (including dealings for foreign exchange
and foreign currency deposits) in New York and such other places as
the parties shall agree);
(ii) Transfer Timing.
(A) Paragraph 4(b) shall be deleted and replaced in its entirety by
the following paragraph: "Subject to Paragraphs 4(a) and 5 and unless
otherwise specified, if a demand for the Transfer of Eligible Credit
5
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 second Local Business Day thereafter; 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 third Local Business
Day thereafter."
(B) Paragraph 6(d)(1) shall be amended so that the reference therein
to "the following Local Business Day" shall be replaced by reference
to "the second Local Business Day thereafter".
(iii) Events of Default. Paragraph 7 shall be deleted and replaced in its
entirety by the following paragraph:
"For the purposes of Section 5(a)(iii) of this Agreement, an Event of
Default will exist with respect to a party if that party fails (or
fails to cause its Custodian) to make, when due, any Transfer of
Eligible Credit Support, Posted Credit Support or the Interest Amount,
as applicable, required to be made by it and that failure continues
for two Local Business Day after the notice of that failure is given
to that party; provided, that, with respect to a failure to Transfer
Eligible Credit Support, at least (x) 30 Local Business Days have
elapsed after a Ratings Event with respect to Party A and the
guarantor under each Qualified Guaranty (if any) has occurred, or (y)
10 Business Days have elapsed after an S&P Ratings Event, and such
failure is not remedied on or before the third Local Business Day
after notice of such failure is given to Party A".
(iv) No Counterclaim. A party's rights to demand and receive the Transfer
of Eligible Collateral as provided hereunder and its rights as Secured
Party against the Posted Collateral or otherwise shall be absolute and
subject to no counterclaim, set-off, deduction or defense in favor of the
Pledgor except as contemplated in Sections 2 and 6 of the Agreement and
Paragraph 8 of this Annex.
(v) Holding Collateral. The Secured Party shall cause any Custodian
appointed hereunder to open and maintain a segregated account (the "Swap
Collateral Account") and to hold, record and identify all the Posted
Collateral therein and, subject to Paragraphs 6(c) and 8(a), such Posted
Collateral shall at all times be and remain the property of the Pledgor and
shall at no time constitute the property of, or be commingled with the
property of, the Secured Party or the Custodian.
(vi) Investment of Cash Posted Collateral. Cash Posted Collateral shall be
invested in Permitted Investments as directed by Party A, with gains and
losses incurred in respect of such investments to be for the account of
Party A, subject to the following parameters: the Cash Posted Collateral
shall be invested in such overnight (or redeemable within two Local
Business Days of demand) investments rated at least AAAm or AAAm_G by S&P
and Prime-1 or Aaa by Moody's as directed by Party A (provided, that such
investment shall be held uninvested or invested at the direction of Party B
if an Event of Default or an Additional Termination Event has occurred with
respect to which Party A is the defaulting or sole Affected Party and Party
B has designated an Early Termination Date with respect thereto). Such
instructions may be delivered as standing instructions.
(vii) Return of Posted Collateral. At any time Party A is required to post
collateral pursuant to Part 5(i)(ii) of the Schedule, Party A shall be
obligated to transfer Eligible Collateral in accordance with the terms of
this Annex. If Party A is so required to post collateral in relation to a
Collateralization Event or a Ratings Event and thereafter ceases to be
required to post collateral under Part 5(i)(ii) of the Schedule (and
provided that no Event of Default exists with respect to Party A) or Party
A has made a Permitted Transfer under this Agreement, then Party A's
obligations to transfer Eligible Collateral under this Annex will
immediately cease with respect to that Collateralization Event or Ratings
Event, and Party B will, upon demand by Party A, return to Party A, or
cause its Custodian to return, all Posted Collateral held under this Annex.
The Secured Party is authorized to liquidate any Posted Collateral pursuant
to written instructions from Party A.
6
(viii) External Verification of ▇▇▇▇-to-Market Valuations. If the long-term
senior unsecured debt of Party A is rated BBB or below by S&P, once every
month, Party A will at its own expense verify its determination of Exposure
of the Transaction on the next Valuation Date by seeking quotations from
two (2) Reference Market-makers (provided, that a Reference Market-maker
may not be used more than four times within each 12 month period) for their
determination of Exposure of the Transaction on such Valuation Date and the
Valuation Agent will use the greater of either (a) its own determination or
(b) the high quotation for a Reference Market-maker, if applicable for the
next Valuation Date. Party A shall provide the quotations of such Reference
Market-makers to S&P.
(ix) Expenses. Notwithstanding Paragraph 10, the Pledgor will be
responsible for, and will reimburse the Secured Party for, all transfer and
other taxes and other costs involved in the transfer of Eligible
Collateral.
(x) Limit on Secured Party's Liability. The Secured Party will not be
liable for any losses or damages that the Pledgor may suffer as a result of
any failure by the Secured Party to perform, or any delay by it in
performing, any of its obligations under this Annex if the failure or delay
results from circumstances beyond the reasonable control of the Secured
Party or its Custodian, such as interruption or loss of computer or
communication services, labor disturbance, natural disaster or local or
national emergency.
(xi) Limited Responsibility of Supplemental Interest Trust Trustee. The
parties hereto acknowledge and agree that the Supplemental Interest Trust
Trustee shall have no (a) responsibility or liability for the validity or
sufficiency of any Posted Collateral, (b) duty or responsibility for
determining when Posted Collateral is required to be provided by the Swap
Provider under the Credit Support Annex or the value of any Posted
Collateral, or (c) duty or obligation to realize upon any Posted Collateral
in the event that any such collateral is required to be liquidated pursuant
to this Agreement or to enforce the obligations of the issuer of any Posted
Collateral.
[Signature page immediately follows]
7
IN WITNESS WHEREOF the parties have executed this Credit Support Annex on
the respective dates specified below with effect from the date on the first
page.
THE BANK OF NEW YORK ▇▇▇▇▇ FARGO BANK, N.A.,
not in its individual capacity,
but solely as Supplemental Interest
Trust Trustee on behalf of the Banc
of America Funding Corporation
2007-1 Supplemental Interest Trust
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
Title: Managing Director Title: Vice President
Date: Date:
8
SCHEDULE 1A
ELIGIBLE COLLATERAL
MOODY'S
Certificates: Banc of America Funding Corporation, Mortgage Pass-Through
Certificates, Series 2007-1, Overcollateralized Certificates due 2036
Highest Rating of Certificates: Classes ▇-▇-▇▇, ▇-▇-▇▇, ▇-▇-▇, ▇-▇-▇▇, ▇-▇-▇▇,
▇-▇-▇, ▇-▇-▇, ▇-▇-▇, ▇-▇-▇, ▇-▇-▇ and T-A-10 rated "Aaa" by Moody's and "AAA" by
S&P and Classes.
T-A-6 and T-A-11 rated "Aa1" by Moody's and "AAA" by S&P.
Scheduled Date Certificates will fall below $50,000,000: Not applicable.
Last Scheduled Payment Date of Transactions: No. 38733: May 25, 2009; No. 38752
and No. 38791: February 25, 2012
Valuation Date (and Valuation Percentage column): Daily
Moody's Valuation Percentage columns:
* Column A sets out the percentage applicable when the percentage in Column
B is not applicable.
* Column B sets out the percentage applicable when a Moody's Ratings Event
with respect to Party A and the guarantor under each Qualified Guaranty (if
any)such has occurred and is continuing and at least 30 Local Business Days
have elapsed since the last time it was not the case that a Moody's Ratings
Event had occurred and was continuing with respect to Party A and the
guarantor under each Qualified Guaranty (if any).
----------------------------------------------------------------------------------------------------------------
ELIGIBLE COLLATERAL & VALUATION PERCENTAGES (MOODY'S )
----------------------------------------------------------------------------------------------------------------
Valuation Percentage Valuation Percentage
---------- --------------------------------------------------------- --------------------- ---------------------
Moody's (Daily) Moody's (Weekly)
---------- --------------------------------------------------------- --------------------- ---------------------
A B A B
---------- --------------------------------------------------------- ----------- --------- ---------- ----------
(A) Cash: U.S. Dollars in depositary account form 100% 100 100% 100%
---------- --------------------------------------------------------- ----------- --------- ---------- ----------
(B) Floating-rate U.S. Treasury Securities: Floating-rate 100% 99% 100% 99%
negotiable debt obligations issued by the U.S. Treasury
Department after July 18, 1984 ("Floating-rate
Treasuries") (all maturities).
---------- --------------------------------------------------------- ----------- --------- ---------- ----------
(C) U.S. Treasury Securities: Fixed-rate negotiable debt 100% 100% 100% 100%
obligations issued by the U.S. Treasury Department
after July 18, 1984 ("Fixed-rate Treasuries") having a
remaining maturity of up to and not more than 1 year.
---------- --------------------------------------------------------- ----------- --------- ---------- ----------
(D) Fixed-rate Treasuries having a remaining maturity of 100% 99% 100% 99%
greater than 1 year but not more than 2 years.
---------- --------------------------------------------------------- ----------- --------- ---------- ----------
(E) Fixed-rate Treasuries having a remaining maturity of 100% 98% 100% 98%
greater than 2 years but not more than 3 years.
---------- --------------------------------------------------------- ----------- --------- ---------- ----------
(F) Fixed-rate Treasuries having a remaining maturity of 100% 97% 100% 97%
greater than 3 years but not more than 5 years.
---------- --------------------------------------------------------- ----------- --------- ---------- ----------
(G) Fixed-rate Treasuries having a remaining maturity of 100% 96% 100% 95%
greater than 5 years but not more than 7 years.
---------- --------------------------------------------------------- ----------- --------- ---------- ----------
(H) Fixed-rate Treasuries having a remaining maturity of 100% 94% 100% 94%
greater than 7 years but not more than 10 years.
---------- --------------------------------------------------------- ----------- --------- ---------- ----------
1A-1
----------------------------------------------------------------------------------------------------------------
ELIGIBLE COLLATERAL & VALUATION PERCENTAGES (MOODY'S )
----------------------------------------------------------------------------------------------------------------
(I) Fixed-rate Treasuries having a remaining maturity of 100% 90% 100% 89%
greater than 10 years but not more than 20 years.
---------- --------------------------------------------------------- ----------- --------- ---------- ----------
(J) Fixed-rate Treasuries having a remaining maturity of 100% 88% 100% 87%
greater than 20 years but not more than 30 years.
---------- --------------------------------------------------------- ----------- --------- ---------- ----------
(K) Floating-rate Agency Securities: Floating-rate 100% 98% 100% 98%
negotiable debt obligations of the Federal National
Mortgage Association (FNMA), Federal Home Loan Mortgage
Corporation (FHLMC), Federal Home Loan Banks (FHLB),
Federal Farm Credit Banks (FFCB), Tennessee Valley
Authority (TVA) (collectively, "Floating-rate Agency
Securities") (all maturities).
---------- --------------------------------------------------------- ----------- --------- ---------- ----------
(L) Fixed-rate Agency Securities: Fixed-rate negotiable 100% 99% 100% 99%
debt obligations of the Federal National Mortgage
Association (FNMA), Federal Home Loan Mortgage
Corporation (FHLMC), Federal Home Loan Banks (FHLB),
Federal Farm Credit Banks (FFCB), Tennessee Valley
Authority (TVA) (collectively, "Fixed-rate Agency
Securities") issued after July 18, 1984 and having a
remaining maturity of not more than 1 year.
---------- --------------------------------------------------------- ----------- --------- ---------- ----------
(M) Fixed-rate Agency Securities having a remaining 100% 99% 100% 98%
maturity of greater than 1 year but not more than 2
years.
---------- --------------------------------------------------------- ----------- --------- ---------- ----------
(N) Fixed-rate Agency Securities having a remaining 100% 98% 100% 97%
maturity of greater than 2 years but not more than 3
years.
---------- --------------------------------------------------------- ----------- --------- ---------- ----------
(O) Fixed-rate Agency Securities having a remaining 100% 96% 100% 96%
maturity of greater than 3 years but not more than 5
years.
---------- --------------------------------------------------------- ----------- --------- ---------- ----------
(P) Fixed-rate Agency Securities having a remaining 100% 93% 100% 94%
maturity of greater than 5 years but not more than 7
years.
---------- --------------------------------------------------------- ----------- --------- ---------- ----------
(Q) Fixed-rate Agency Securities having a remaining 100% 93% 100% 93%
maturity of greater than 7 years but not more than 10
years.
---------- --------------------------------------------------------- ----------- --------- ---------- ----------
(R) Fixed-rate Agency Securities having a remaining 100% 89% 100% 88%
maturity of greater than 10 years but not more than 20
years.
---------- --------------------------------------------------------- ----------- --------- ---------- ----------
(S) Fixed-rate Agency Securities having a remaining 100% 87% 100% 86%
maturity of greater than 20 years but not more than 30
years.
---------- --------------------------------------------------------- ----------- --------- ---------- ----------
(T) FHLMC Certificates. 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, issued after July 18, 1984 and having a
remaining maturity of not more than 30 years.
---------- --------------------------------------------------------- ----------- --------- ---------- ----------
1A-2
----------------------------------------------------------------------------------------------------------------
ELIGIBLE COLLATERAL & VALUATION PERCENTAGES (MOODY'S )
----------------------------------------------------------------------------------------------------------------
(U) FNMA Certificates. 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, issued after
July 18, 1984 and having a remaining maturity of not more
than 30 years.
---------- --------------------------------------------------------- ----------- --------- ---------- ----------
(V) GNMA Certificates. 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,
issued after July 18, 1984 and having a remaining maturity
of not more than 30 years.
---------- --------------------------------------------------------- ----------- --------- ---------- ----------
(W) Commercial Mortgage-Backed Securities. Floating rate * * * *
commercial mortgage-backed securities rated AAA by two
major rating agencies (including S&P if S&P is a Rating
Agency hereunder) with a minimum par or face amount of
$250 million (excluding securities issued under Rule
144A) ("Commercial Mortgage-Backed Securities") having
a remaining maturity of not more than 5 years.
---------- --------------------------------------------------------- ----------- --------- ---------- ----------
(X) Commercial Mortgage-Backed Securities having a * * * *
remaining maturity of more than 5 years and not more
than 10 years.
---------- --------------------------------------------------------- ----------- --------- ---------- ----------
(Y) Commercial Mortgage-Backed Securities having a * *
remaining maturity of more than 10 years.
---------- --------------------------------------------------------- ----------- --------- ---------- ----------
(Z) Commercial Paper. Commercial Paper with a rating of at * * * *
least P-1 by Moody's and at least A-1+ by S&P and
having a remaining maturity of not more than 30 days.
---------- --------------------------------------------------------- ----------- --------- ---------- ----------
(AA) Other Items of Credit Support approved by the Rating * * * *
Agencies to the extent any Certificates are rated.
---------- --------------------------------------------------------- ----------- --------- ---------- ----------
* zero or such higher percentage in respect of which Moody's has delivered
a ratings affirmation.
1A-3
SCHEDULE 1B
ELIGIBLE COLLATERAL
S&P
Certificates: Banc of America Funding Corporation, Mortgage Pass-Through
Certificates, Series 2007-1, Overcollateralized Certificates due 2036
Highest Rating of Certificates: Classes ▇-▇-▇▇, ▇-▇-▇▇, ▇-▇-▇, ▇-▇-▇▇, ▇-▇-▇▇,
▇-▇-▇, ▇-▇-▇, ▇-▇-▇, ▇-▇-▇, ▇-▇-▇ and T-A-10 rated "Aaa" by Moody's and "AAA" by
S&P and Classes.
T-A-6 and T-A-11 rated "Aa1" by Moody's and "AAA" by S&P.
Scheduled Date Certificates will fall below $50,000,000: Not applicable.
Last Scheduled Payment Date of Transactions: No. 38733: May 25, 2009; No. 38752
and No. 38791: February 25, 2012
Valuation Date (and Valuation Percentage column): Daily
----------------------------------------------------------------------------------------------------------------
ELIGIBLE COLLATERAL & VALUATION PERCENTAGES (S&P)
----------------------------------------------------------------------------------------------------------------
Valuation Percentage
------------ ---------------------------------------------------------------------- ---------------------------
S&P
------------ ---------------------------------------------------------------------- ---------------------------
Daily Weekly
------------ ---------------------------------------------------------------------- -------------- ------------
(A) Cash: U.S. Dollars in depositary account form 100% 100%
------------ ---------------------------------------------------------------------- -------------- ------------
(B) Floating-rate U.S. Treasury Securities: Floating-rate negotiable * *
debt obligations issued by the U.S. Treasury Department after
July 18, 1984 ("Floating Rate Treasuries") (all maturities).
------------ ---------------------------------------------------------------------- -------------- ------------
(C) Fixed-rate U.S. Treasury Securities: Fixed-rate negotiable debt 98.90% 98.60%
obligations issued by the U.S. Treasury Department after July 18,
1984 ("Fixed-rate Treasuries") having a remaining maturity of up to
and not more than 1 year.
------------ ---------------------------------------------------------------------- -------------- ------------
(D) Fixed-rate Treasuries having a remaining maturity of greater than 1 98.00% 97.30%
year but not more than 2 years.
------------ ---------------------------------------------------------------------- -------------- ------------
(E) Fixed-rate Treasuries having a remaining maturity of greater than 2 97.40% 95.80%
years but not more than 3 years.
------------ ---------------------------------------------------------------------- -------------- ------------
(F) Fixed-rate Treasuries having a remaining maturity of greater than 3 95.50% 93.80%
years but not more than 5 years.
------------ ---------------------------------------------------------------------- -------------- ------------
(G) Fixed-rate Treasuries having a remaining maturity of greater than 5 93.70% 91.40%
years but not more than 7 years.
------------ ---------------------------------------------------------------------- -------------- ------------
(H) Fixed-rate Treasuries having a remaining maturity of greater than 7 92.50% 90.30%
years but not more than 10 years.
------------ ---------------------------------------------------------------------- -------------- ------------
(I) Fixed-rate Treasuries having a remaining maturity of greater than 10 91.10% 87.90%
years but not more than 20 years.
------------ ---------------------------------------------------------------------- -------------- ------------
(J) Fixed-rate Treasuries having a remaining maturity of greater than 20 88.60% 84.60%
years but not more than 30 years.
------------ ---------------------------------------------------------------------- -------------- ------------
(K) Floating-rate Agency Securities: Floating-rate negotiable debt * *
obligations of the Federal National Mortgage Association (FNMA),
Federal Home Loan Mortgage Corporation (FHLMC), Federal Home Loan
Banks (FHLB), Federal Farm Credit Banks (FFCB), Tennessee Valley
Authority (TVA) (collectively, "Floating-rate Agency Securities")
(all maturities).
------------ ---------------------------------------------------------------------- -------------- ------------
1C-1
----------------------------------------------------------------------------------------------------------------
ELIGIBLE COLLATERAL & VALUATION PERCENTAGES (S&P)
----------------------------------------------------------------------------------------------------------------
(L) Fixed-rate Agency Securities: fixed-rate negotiable debt obligations 98.50% 98.00%
of the Federal National Mortgage Association (FNMA), Federal Home
Loan Mortgage Corporation (FHLMC), Federal Home Loan Banks (FHLB),
Federal Farm Credit Banks (FFCB), Tennessee Valley Authority (TVA)
(collectively, "Fixed-rate Agency Securities") issued after July 18,
1984 and having a remaining maturity of not more than 1 year.
------------ ---------------------------------------------------------------------- -------------- ------------
(M) Fixed-rate Agency Securities having a remaining maturity of greater 97.70% 96.80%
than 1 year but not more than 2 years.
------------ ---------------------------------------------------------------------- -------------- ------------
(N) Fixed-rate Agency Securities having a remaining maturity of greater 97.30% 96.30%
than 2 years but not more than 3 years.
------------ ---------------------------------------------------------------------- -------------- ------------
(O) Fixed-rate Agency Securities having a remaining maturity of greater 94.50% 94.50%
than 3 years but not more than 5 years.
------------ ---------------------------------------------------------------------- -------------- ------------
(P) Fixed-rate Agency Securities having a remaining maturity of greater 93.10% 90.30%
than 5 years but not more than 7 years.
------------ ---------------------------------------------------------------------- -------------- ------------
(Q) Fixed-rate Agency Securities having a remaining maturity of greater 90.70% 86.90%
than 7 years but not more than 10 years.
------------ ---------------------------------------------------------------------- -------------- ------------
(R) Fixed-rate Agency Securities having a remaining maturity of greater 87.70% 82.60%
than 10 years but not more than 20 years.
------------ ---------------------------------------------------------------------- -------------- ------------
(S) Fixed-rate Agency Securities having a remaining maturity of greater 84.40% 77.90%
than 20 years but not more than 30 years.
------------ ---------------------------------------------------------------------- -------------- ------------
(T) FHLMC Certificates. Mortgage participation certificates issued by 91.50% 86.40%
FHLMC evidencing undivided interests or participations in pools of
first lien conventional or FHA/VA residential mortgages or deeds of
trust, guaranteed by FHLMC, issued after July 18, 1984 and having a
remaining maturity of not more than 30 years.
------------ ---------------------------------------------------------------------- -------------- ------------
(U) FNMA Certificates. Mortgage-backed pass-through certificates issued 91.50% 86.40%
by FNMA evidencing undivided interests in pools of first lien
mortgages or deeds of trust on residential properties, guaranteed by
FNMA, issued after July 18, 1984 and having a remaining maturity of
not more than 30 years.
------------ ---------------------------------------------------------------------- -------------- ------------
(V) GNMA Certificates. Mortgage-backed pass-through certificates issued 91.50% 86.40%
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, issued after
July 18, 1984 and having a remaining maturity of not more than 30
years.
------------ ---------------------------------------------------------------------- -------------- ------------
(W) Commercial Mortgage-Backed Securities. Floating rate commercial 96.20% 95.10%
mortgage-backed securities rated AAA by two major rating agencies
(including S&P if S&P is a Rating Agency hereunder) with a minimum
par or face amount of $250 million (excluding securities issued
under Rule 144A) ("Commercial Mortgage-Backed Securities") having a
remaining maturity of not more than 5 years.
------------ ---------------------------------------------------------------------- -------------- ------------
(X) Commercial Mortgage-Backed Securities having a remaining maturity of 92.90% 90.90%
more than 5 years and not more than 10 years.
------------ ---------------------------------------------------------------------- -------------- ------------
(Y) Commercial Mortgage-Backed Securities having a remaining maturity of 91.00% 88.60%
more than 10 years.
------------ ---------------------------------------------------------------------- -------------- ------------
1C-2
----------------------------------------------------------------------------------------------------------------
ELIGIBLE COLLATERAL & VALUATION PERCENTAGES (S&P)
----------------------------------------------------------------------------------------------------------------
(Z) Commercial Paper. Commercial Paper with a rating of at least P-1 by 99.00% 99.00%
Moody's and at least A-1+ by S&P and having a remaining maturity of
not more than 30 days.
------------ ---------------------------------------------------------------------- -------------- ------------
(AA) Other Items of Credit Support approved by the Rating Agencies to the * *
extent any Certificates are rated.
------------ ---------------------------------------------------------------------- -------------- ------------
* zero or such higher percentage in respect of which S&P has delivered a ratings
affirmation.
1C-3
SCHEDULE 2A
MOODY'S INDEPENDENT AMOUNT (FIRST TRIGGER)
Certificates: Banc of America Funding Corporation, Mortgage Pass-Through
Certificates, Series 2007-1, Overcollateralized Certificates due 2036
Highest Rating of Certificates: Classes ▇-▇-▇▇, ▇-▇-▇▇, ▇-▇-▇, ▇-▇-▇▇, ▇-▇-▇▇,
▇-▇-▇, ▇-▇-▇, ▇-▇-▇, ▇-▇-▇, ▇-▇-▇ and T-A-10 rated "Aaa" by Moody's and "AAA" by
S&P and Classes.
T-A-6 and T-A-11 rated "Aa1" by Moody's and "AAA" by S&P.
Scheduled Date Certificates will fall below $50,000,000: Not applicable.
Last Scheduled Payment Date of Transactions: No. 38733: May 25, 2009; No. 38752
and No. 38791: February 25, 2012
Valuation Date (and Valuation Percentage column): Daily
The following percentages shall be used in the calculation of the Moody's
Independent Amount when either (i) it is not the case that a Moody's Ratings
Event with respect to Party A and the guarantor under each Qualified Guaranty
(if any) has occurred and is continuing, or (ii) less than 30 Local Business
Days have elapsed since the last time it was not the case that a Moody's Ratings
Event had occurred and was continuing with respect to Party A and the guarantor
under each Qualified Guaranty (if any).
------------------------------------------------------------------------------
Weighted Average Life of Valuation Date Valuation Date
Transaction in Years (Daily) (Weekly)
------------------------------------------------------------------------------
1 or less 0.15% 0.25%
------------------------------------------------------------------------------
More than 1 but not more than 2 0.30% 0.50%
------------------------------------------------------------------------------
More than 2 but not more than 3 0.40% 0.70%
------------------------------------------------------------------------------
More than 3 but not more than 4 0.60% 1.00%
------------------------------------------------------------------------------
More than 4 but not more than 5 0.70% 1.20%
------------------------------------------------------------------------------
More than 5 but not more than 6 0.80% 1.40%
------------------------------------------------------------------------------
More than 6 but not more than 7 1.00% 1.60%
------------------------------------------------------------------------------
More than 7 but not more than 8 1.10% 1.80%
------------------------------------------------------------------------------
More than 8 but not more than 9 1.20% 2.00%
------------------------------------------------------------------------------
More than 9 but not more than 10 1.30% 2.20%
------------------------------------------------------------------------------
More than 10 but not more than 11 1.40% 2.30%
------------------------------------------------------------------------------
More than 11 but not more than 12 1.50% 2.50%
------------------------------------------------------------------------------
More than 12 but not more than 13 1.60% 2.70%
------------------------------------------------------------------------------
More than 13 but not more than 14 1.70% 2.80%
------------------------------------------------------------------------------
More than 14 but not more than 15 1.80% 3.00%
------------------------------------------------------------------------------
More than 15 but not more than 16 1.90% 3.20%
------------------------------------------------------------------------------
More than 16 but not more than 17 2.00% 3.30%
------------------------------------------------------------------------------
More than 17 but not more than 18 2.00% 3.50%
------------------------------------------------------------------------------
More than 18 but not more than 19 2.00% 3.60%
------------------------------------------------------------------------------
More than 20 but not more than 21 2.00% 3.70%
------------------------------------------------------------------------------
More than 21 but not more than 22 2.00% 3.90%
------------------------------------------------------------------------------
More than 22 2.00% 4.00%
------------------------------------------------------------------------------
2A-1
SCHEDULE 2B
MOODY'S INDEPENDENT AMOUNT (SECOND TRIGGER)
(TRANSACTION SPECIFIC ▇▇▇▇▇▇)
Certificates: Banc of America Funding Corporation, Mortgage Pass-Through
Certificates, Series 2007-1, Overcollateralized Certificates due 2036
Highest Rating of Certificates: Classes ▇-▇-▇▇, ▇-▇-▇▇, ▇-▇-▇, ▇-▇-▇▇, ▇-▇-▇▇,
▇-▇-▇, ▇-▇-▇, ▇-▇-▇, ▇-▇-▇, ▇-▇-▇ and T-A-10 rated "Aaa" by Moody's and "AAA" by
S&P and Classes.
T-A-6 and T-A-11 rated "Aa1" by Moody's and "AAA" by S&P.
Scheduled Date Certificates will fall below $50,000,000: Not applicable.
Last Scheduled Payment Date of Transactions: No. 38733: May 25, 2009; No. 38752
and No. 38791: February 25, 2012
FValuation Date (and Valuation Percentage column): Daily
The following percentages shall be used in the calculation of the Moody's
Independent Amount with respect to any Transaction that is an interest rate cap,
interest rate floor or interest rate swaption, or that is an interest rate swap
the notional amount of which is "balance guaranteed" or, for any Calculation
Period, otherwise is not a specific dollar amount that is fixed at the inception
of the Transaction (a "Transaction-Specific Hedge") when a Moody's Ratings Event
with respect to Party A and the guarantor under each Qualified Guaranty (if any)
has occurred and is continuing and at least 30 Local Business Days have elapsed
since the last time it was not the case that a Moody's Ratings Event had
occurred and was continuing with respect to Party A and the guarantor under each
Qualified Guaranty (if any).
--------------------------------------------------------------------------------
Weighted Average Life of Transaction in Years Valuation Date Valuation Date
(Daily) (Weekly)
--------------------------------------------------------------------------------
1 or less 0.65% 0.75%
--------------------------------------------------------------------------------
More than 1 but not more than 2 1.30% 1.50%
--------------------------------------------------------------------------------
More than 2 but not more than 3 1.90% 2.20%
--------------------------------------------------------------------------------
More than 3 but not more than 4 2.50% 2.90%
--------------------------------------------------------------------------------
More than 4 but not more than 5 3.10% 3.60%
--------------------------------------------------------------------------------
More than 5 but not more than 6 3.60% 4.20%
--------------------------------------------------------------------------------
More than 6 but not more than 7 4.20% 4.80%
--------------------------------------------------------------------------------
More than 7 but not more than 8 4.70% 5.40%
--------------------------------------------------------------------------------
More than 8 but not more than 9 5.20% 6.00%
--------------------------------------------------------------------------------
More than 9 but not more than 10 5.70% 6.60%
--------------------------------------------------------------------------------
More than 10 but not more than 11 6.10% 7.00%
--------------------------------------------------------------------------------
More than 11 but not more than 12 6.50% 7.50%
--------------------------------------------------------------------------------
More than 12 but not more than 13 7.00% 8.00%
--------------------------------------------------------------------------------
More than 13 but not more than 14 7.40% 8.50%
--------------------------------------------------------------------------------
More than 14 but not more than 15 7.80% 9.00%
--------------------------------------------------------------------------------
More than 15 but not more than 16 8.20% 9.50%
--------------------------------------------------------------------------------
More than 16 but not more than 17 8.60% 9.90%
--------------------------------------------------------------------------------
More than 17 but not more than 18 9.00% 10.40%
--------------------------------------------------------------------------------
More than 18 but not more than 19 9.40% 10.80%
--------------------------------------------------------------------------------
More than 20 but not more than 21 9.70% 11.00%
--------------------------------------------------------------------------------
More than 21 but not more than 22 10.00% 11.00%
--------------------------------------------------------------------------------
More than 22 10.00% 11.00%
--------------------------------------------------------------------------------
2B-1
SCHEDULE ▇▇
▇▇▇▇▇'▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ (▇▇▇▇▇▇ ▇▇▇▇▇▇▇)
(NON-TRANSACTION SPECIFIC ▇▇▇▇▇▇)
Certificates: Banc of America Funding Corporation, Mortgage Pass-Through
Certificates, Series 2007-1, Overcollateralized Certificates due 2036
Highest Rating of Certificates: Classes ▇-▇-▇▇, ▇-▇-▇▇, ▇-▇-▇, ▇-▇-▇▇, ▇-▇-▇▇,
▇-▇-▇, ▇-▇-▇, ▇-▇-▇, ▇-▇-▇, ▇-▇-▇ and T-A-10 rated "Aaa" by Moody's and "AAA" by
S&P and Classes.
T-A-6 and T-A-11 rated "Aa1" by Moody's and "AAA" by S&P.
Scheduled Date Certificates will fall below $50,000,000: Not applicable.
Last Scheduled Payment Date of Transactions: No. 38733: May 25, 2009; No. 38752
and No. 38791: February 25, 2012
Valuation Date (and Valuation Percentage column): Daily
The following percentages shall be used in the calculation of the Moody's
Independent Amount with respect to any Transaction that is not a
Transaction-Specific Hedge when a Moody's Ratings Event with respect to Party A
and the guarantor under each Qualified Guaranty (if any) has occurred and is
continuing and at least 30 Local Business Days have elapsed since the last time
it was not the case that a Moody's Ratings Event had occurred and was continuing
with respect to Party A and the guarantor under each Qualified Guaranty (if
any).
-----------------------------------------------------------------------------
Weighted Average Life of Valuation Date Valuation Date
Transaction in Years (Daily) (Weekly)
-----------------------------------------------------------------------------
1 or less 0.50% 0.60%
-----------------------------------------------------------------------------
More than 1 but not more than 2 1.00% 1.20%
-----------------------------------------------------------------------------
More than 2 but not more than 3 1.50% 1.70%
-----------------------------------------------------------------------------
More than 3 but not more than 4 1.90% 2.30%
-----------------------------------------------------------------------------
More than 4 but not more than 5 2.40% 2.80%
-----------------------------------------------------------------------------
More than 5 but not more than 6 2.80% 3.30%
-----------------------------------------------------------------------------
More than 6 but not more than 7 3.20% 3.80%
-----------------------------------------------------------------------------
More than 7 but not more than 8 3.60% 4.30%
-----------------------------------------------------------------------------
More than 8 but not more than 9 4.00% 4.80%
-----------------------------------------------------------------------------
More than 9 but not more than 10 4.40% 5.30%
-----------------------------------------------------------------------------
More than 10 but not more than 11 4.70% 5.60%
-----------------------------------------------------------------------------
More than 11 but not more than 12 5.00% 6.00%
-----------------------------------------------------------------------------
More than 12 but not more than 13 5.40% 6.40%
-----------------------------------------------------------------------------
More than 13 but not more than 14 5.70% 6.80%
-----------------------------------------------------------------------------
More than 14 but not more than 15 6.00% 7.20%
-----------------------------------------------------------------------------
More than 15 but not more than 16 6.30% 7.60%
-----------------------------------------------------------------------------
More than 16 but not more than 17 6.60% 7.90%
-----------------------------------------------------------------------------
More than 17 but not more than 18 6.90% 8.30%
-----------------------------------------------------------------------------
More than 18 but not more than 19 7.20% 8.60%
-----------------------------------------------------------------------------
More than 20 but not more than 21 7.50% 9.00%
-----------------------------------------------------------------------------
More than 21 but not more than 22 7.80% 9.00%
-----------------------------------------------------------------------------
More than 22 8.00% 9.00%
-----------------------------------------------------------------------------
2C-1
SCHEDULE 3
S&P VOLATILITY BUFFER
Certificates: Banc of America Funding Corporation, Mortgage Pass-Through
Certificates, Series 2007-1, Overcollateralized Certificates due 2036
Highest Rating of Certificates: Classes ▇-▇-▇▇, ▇-▇-▇▇, ▇-▇-▇, ▇-▇-▇▇, ▇-▇-▇▇,
▇-▇-▇, ▇-▇-▇, ▇-▇-▇, ▇-▇-▇, ▇-▇-▇ and T-A-10 rated "Aaa" by Moody's and "AAA" by
S&P and Classes.
T-A-6 and T-A-11 rated "Aa1" by Moody's and "AAA" by S&P.
Scheduled Date Certificates will fall below $50,000,000: Not applicable.
Last Scheduled Payment Date of Transactions: No. 38733: May 25, 2009; No. 38752
and No. 38791: February 25, 2012
Valuation Date (and Valuation Percentage column): Daily
The S&P Volatility Buffer will be determined using the following table:
--------------------------------------------------------------------------------
S&P Volatility Buffer
--------------------------------------------------------------------------------
Party A Rating* Remaining Years to Maturity of Transaction
--------------------------------------------------------------------------------
(Up to 3 years) (Up to 5 years) (Up to 10 years) (Up to 30 years)
--------------------------------------------------------------------------------
If, on the related Valuation Date, the highest rated Certificates are rated
"AA-" or higher by S&P, the S&P Volatility Buffer is:
--------------------------------------------------------------------------------
A-2 2.75% 3.25% 4.00% 4.75%
--------------------------------------------------------------------------------
A-3 3.25% 4.00% 5.00% 6.25%
--------------------------------------------------------------------------------
BB+ or lower 3.50% 4.50% 6.75% 7.50%
--------------------------------------------------------------------------------
If, on the related Valuation Date, the highest rated Certificates are rated "A"
or "A+" by S&P, the S&P Volatility Buffer is:
--------------------------------------------------------------------------------
BBB+/BBB * 3.25% 4.00% 4.50%
--------------------------------------------------------------------------------
A-2 * 3.25% 4.00% 4.50%
--------------------------------------------------------------------------------
A-3/BBB- * 3.50% 4.50% 6.00%
--------------------------------------------------------------------------------
BB+ or lower * 4.00% 5.25% 7.00%
--------------------------------------------------------------------------------
* This rating shall be the higher of the rating by S&P on the related Valuation
Date of the long-term debt and short-term debt of Party A or its guarantor or
other Credit Support Provider.
3-1
NOVATION CONFIRMATION
DATE: January 31, 2007
To: ▇▇▇▇▇ FARGO BANK, N.A., not in its individual capacity, but
solely as Supplemental Interest Trust Trustee on behalf
of the Banc of America Funding Corporation 2007-1 Supplemental
Interest Trust ("Counterparty")
Phone #: ▇▇▇-▇▇▇-▇▇▇▇
Fax #: ▇▇▇-▇▇▇-▇▇▇▇
a. Attn: Client Manager- Banc of America Funding Corporation
2007-1
To: Bank of America, N.A.
Fax #: ▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇
Attn: Swap Documentation Group
From: The Bank of New York ("BNY")
Derivative Products Support Department
▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attn: Swap Confirmation Dept.
Phone #: ▇▇▇-▇▇▇-▇▇▇▇/5103
Fax #: ▇▇▇-▇▇▇-▇▇▇▇/5837
Email: ▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇
RE: Novation Transaction
Transaction Reference Number: 38733
================================================================================
Dear Sir or Madam:
The purpose of this letter is to confirm the terms and conditions of the
Novation Transaction entered into between the parties and effective from the
Novation Date specified below.
1. The definitions and provisions contained in the 2004 ISDA Novation
Definitions (the "Definitions") and the terms and provisions of 2000 ISDA
Definitions, as published by the International Swaps and Derivatives
Association, Inc. and amended from time to time, are incorporated in this
Novation Confirmation. In the event of any inconsistency between (i) the
Definitions, (ii) 2000 ISDA Definitions and/or (iii) the Novation Agreement and
this Novation Confirmation, this Novation Confirmation will govern.
2. The terms of the Novation Transaction to which this Novation
Confirmation relates are as follows:
1
Novation Date: January 31, 2007
Novated Amount: The full Notional Amount specified as of the
relevant date in Schedule I of the New Confir-
mation.
Transferor: Bank of America, N.A.
Transferee: Counterparty
(2) Remaining Party: BNY
New Agreement (between
Transferee and
Remaining Party): January 31, 2007
3. The terms of the Old Transaction to which this Novation Confirmation relates,
for identification purposes, are as follows:
----------------------------------------------------------------------------
Part 2. Transaction Reference Number 38733
----------------------------------------------------------------------------
Trade Date January 5, 2007
----------------------------------------------------------------------------
Effective Date January 31, 2007
----------------------------------------------------------------------------
Termination Date May 25, 2009
----------------------------------------------------------------------------
Fixed Rate 5.049%
----------------------------------------------------------------------------
4. The terms of the New Transaction to which this Novation Confirmation relates
shall be evidenced by a New Confirmation attached hereto as Annex A.
Full First Calculation Period: Applicable
5. The parties confirm their acceptance to be bound by this Novation
Confirmation as of the Novation Date by executing a copy of this Novation
Confirmation and returning it to us. The Transferor, by its execution of a copy
of this Novation Confirmation, agrees to the terms of the Novation Confirmation
as it relates to each Old Transaction. The Transferee, by its execution of a
copy of this Novation Confirmation, agrees to the terms of the Novation
Confirmation as it relates to each New Transaction.
2
(A) THE BANK OF NEW YORK BANK OF AMERICA, N.A.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇. Good
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. Good
Title: Managing Director Title: Principal
Date: Date:
▇▇▇▇▇ FARGO BANK, N.A., NOT IN ITS INDIVIDUAL CAPACITY, BUT SOLELY AS
SUPPLEMENTAL INTEREST TRUST TRUSTEE ON BEHALF OF THE BANC OF AMERICA FUNDING
CORPORATION 2007-1 SUPPLEMENTAL INTEREST TRUST
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇ Colli
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
Title: Vice President
Date:
3
Annex A
[GRAPHIC]
CONFIRMATION
DATE: January 31, 2007
TO: ▇▇▇▇▇ FARGO BANK, N.A., not in its individual capacity, but
solely as Supplemental Interest Trust Trustee on behalf of
the Banc of America Funding Corporation 2007-1 Supplemental
Interest Trust ("Counterparty")
Phone #: ▇▇▇-▇▇▇-▇▇▇▇
Fax #: ▇▇▇-▇▇▇-▇▇▇▇
ATTN: Client Manager- Banc of America Funding Corporation 2007-1
FROM: The Bank of New York ("BNY")
Derivative Products Support Department
▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attn: Swap Confirmation Dept.
Phone #: ▇▇▇-▇▇▇-▇▇▇▇/5161/5103
Fax #: ▇▇▇-▇▇▇-▇▇▇▇/5837
Email: ▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇
RE: Transaction Reference Number: 38733
================================================================================
The purpose of this letter (this "Confirmation") is to confirm the terms
and conditions of the Swap Transaction entered into between us on the Trade Date
specified below.
The definitions and provisions contained in the 2000 ISDA Definitions, as
published by the International Swaps and Derivatives Association, Inc., are
incorporated into this Confirmation. In the event of any inconsistency between
those definitions and provisions and this Confirmation, this Confirmation will
govern. In case you are located in a state of the European Union other than the
United Kingdom, The Bank of New York Europe Ltd., an indirect subsidiary of BNY,
has acted as arranger for the Transaction.
This Confirmation constitutes a "Confirmation" as referred to in and
supplements, forms part of and is subject to, the ISDA Master Agreement dated as
of January 31, 2007, as amended and supplemented from time to time (the
"Agreement"), between BNY and Counterparty. All provisions contained in the
Agreement govern this Confirmation except as expressly modified below.
1. The terms of the particular Swap Transaction to which this Confirmation
relates are as follows:
4
Notional Amount: The amount set forth on the Schedule I attached
hereto for such Calculation Period
Effective Date: January 31, 2007
Termination Date: May 25, 2009, subject to adjustment in
accordance with the Following Business Day
Convention; provided, however, that for the
purpose of determining the final Fixed Rate
Payer Period End Date, Termination Date shall
be subject to No Adjustment.
(a) FIXED AMOUNTS
Part 4. Fixed Rate Payer: Counterparty
Fixed Rate Payer
Payment Dates: The 25th day of each month, beginning on
February 25, 2007 and ending on the Termination
Date, subject to adjustment in accordance with
the Following Business Day Convention with No
Adjustment for Period End Dates.
Fixed Rate: 5.049%
Fixed Rate Day Count
Fraction: 30/360
FLOATING AMOUNTS
Part 5. Floating Rate Payer: BNY
Part 6. Floating Rate Payer
Period End Dates: The 25th day of each month, beginning on
February 25, 2007 and ending on the
Termination Date, subject to adjustment in
accordance with the Following Business Day
Convention
Floating Rate Payer
Payment Dates: Early Payment shall be applicable. The Floating
Rate Payer Payment Date shall be two (2)
Business Days preceding each Floating Rate
Payer Period End Date.
Floating Rate for initial
Calculation Period: 5.32%
5
Floating Rate Option: USD-LIBOR-BBA
Part 7. Designated Maturity: 1 month
Spread: None
Floating Rate Day Count
Fraction: Actual/360
Reset Dates: The first day of each Calculation Period or
Compounding Period, if Compounding is
applicable
Part 8. Compounding: Inapplicable
(a)
(b) ADDITIONAL TERMS
Part 9. Business Days: New York
Calculation Agent: BNY
Payment Instructions:
When remitting funds
to us, please pay: The Bank of New York
Derivative Products Support Department
ABA #: ▇▇▇▇▇▇▇▇▇
Account #: ▇▇▇-▇▇▇▇-▇▇▇
Reference: Interest Rate Swaps
We will pay you at: ▇▇▇▇▇ Fargo Bank, N.A.
San Francisco, CA
ABA #: ▇▇▇-▇▇▇-▇▇▇
Acct #: ▇▇▇▇▇▇▇▇▇▇
A. Acct. Name: SAS Clearing
FFC #: ▇▇▇▇▇▇▇▇ - Swap Account
6
Schedule I
(all such dates subject to No Adjustment with respect to Fixed Rate Payer Period
End Dates and adjustment in accordance with the Following Business Day
Convention with respect to Floating Rate Payer Period End Dates)
--------------------------------------------------------------------------------
From and including To but excluding Notional Amount (in USD)
------------------ ---------------- ------------------------
--------------------------------------------------------------------------------
31-Jan-07 25-Feb-07 192,865,421.68
--------------------------------------------------------------------------------
25-Feb-07 25-Mar-07 188,441,884.10
--------------------------------------------------------------------------------
25-Mar-07 25-Apr-07 183,525,247.81
--------------------------------------------------------------------------------
25-Apr-07 25-May-07 178,130,501.61
--------------------------------------------------------------------------------
25-May-07 25-Jun-07 172,275,471.41
--------------------------------------------------------------------------------
25-Jun-07 25-Jul-07 165,980,769.10
--------------------------------------------------------------------------------
25-Jul-07 25-Aug-07 159,269,715.19
--------------------------------------------------------------------------------
25-Aug-07 25-Sep-07 152,168,234.91
--------------------------------------------------------------------------------
25-Sep-07 25-Oct-07 144,705,288.70
--------------------------------------------------------------------------------
25-Oct-07 25-Nov-07 136,913,597.34
--------------------------------------------------------------------------------
25-Nov-07 25-Dec-07 128,832,449.37
--------------------------------------------------------------------------------
25-Dec-07 25-Jan-08 120,502,281.03
--------------------------------------------------------------------------------
25-Jan-08 25-Feb-08 112,465,584.22
--------------------------------------------------------------------------------
25-Feb-08 25-Mar-08 104,740,245.13
--------------------------------------------------------------------------------
25-Mar-08 25-Apr-08 97,314,217.31
--------------------------------------------------------------------------------
25-Apr-08 25-May-08 90,175,919.86
--------------------------------------------------------------------------------
25-May-08 25-Jun-08 83,314,219.47
--------------------------------------------------------------------------------
25-Jun-08 25-Jul-08 72,817,598.40
--------------------------------------------------------------------------------
25-Jul-08 25-Aug-08 62,453,984.10
--------------------------------------------------------------------------------
25-Aug-08 25-Sep-08 52,492,009.32
--------------------------------------------------------------------------------
25-Sep-08 25-Oct-08 42,916,130.30
--------------------------------------------------------------------------------
25-Oct-08 25-Nov-08 33,711,404.15
--------------------------------------------------------------------------------
25-Nov-08 25-Dec-08 24,863,465.63
--------------------------------------------------------------------------------
25-Dec-08 25-Jan-09 16,358,504.84
--------------------------------------------------------------------------------
25-Jan-09 25-Feb-09 9,413,183.48
--------------------------------------------------------------------------------
25-Feb-09 25-Mar-09 6,874,924.87
--------------------------------------------------------------------------------
25-Mar-09 25-Apr-09 4,435,075.40
--------------------------------------------------------------------------------
25-Apr-09 25-May-09 2,089,825.28
--------------------------------------------------------------------------------
7
NOVATION CONFIRMATION
DATE: January 31, 2007
To: ▇▇▇▇▇ FARGO BANK, N.A., not in its individual capacity, but
solely as Supplemental Interest Trust Trustee on behalf
of the Banc of America Funding Corporation 2007-1 Supplemental
Interest Trust ("Counterparty")
Phone #: ▇▇▇-▇▇▇-▇▇▇▇
Fax #: ▇▇▇-▇▇▇-▇▇▇▇
b. Attn: Client Manager- Banc of America Funding Corporation
2007-1
To: Bank of America, N.A.
Fax #: ▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇
Attn: Swap Documentation Group
From: The Bank of New York ("BNY")
Derivative Products Support Department
▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attn: Swap Confirmation Dept.
Phone #: ▇▇▇-▇▇▇-▇▇▇▇/5103
Fax #: ▇▇▇-▇▇▇-▇▇▇▇/5837
Email: ▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇
RE: Novation Transaction
Transaction Reference Number: 38752
================================================================================
Dear Sir or Madam:
The purpose of this letter is to confirm the terms and conditions of the
Novation Transaction entered into between the parties and effective from the
Novation Date specified below.
1. The definitions and provisions contained in the 2004 ISDA Novation
Definitions (the "Definitions") and the terms and provisions of 2000 ISDA
Definitions, as published by the International Swaps and Derivatives
Association, Inc. and amended from time to time, are incorporated in this
Novation Confirmation. In the event of any inconsistency between (i) the
Definitions, (ii) 2000 ISDA Definitions and/or (iii) the Novation Agreement and
this Novation Confirmation, this Novation Confirmation will govern.
2. The terms of the Novation Transaction to which this Novation
Confirmation relates are as follows:
8
Novation Date: January 31, 2007
Novated Amount: The full Notional Amount specified as of the
relevant date in Schedule I of the New
Confirmation.
Transferor: Bank of America, N.A.
Transferee: Counterparty
(2) Remaining Party: BNY
New Agreement (between
Transferee and
Remaining Party): January 31, 2007
3. The terms of the Old Transaction to which this Novation Confirmation relates,
for identification purposes, are as follows:
-----------------------------------------------------------------------
Part 10. Transaction Reference Number 38752
-----------------------------------------------------------------------
Trade Date January 9, 2007
-----------------------------------------------------------------------
Effective Date January 31, 2007
-----------------------------------------------------------------------
Termination Date February 25, 2012
-----------------------------------------------------------------------
Fixed Rate 4.999%
-----------------------------------------------------------------------
4. The terms of the New Transaction to which this Novation Confirmation relates
shall be evidenced by a New Confirmation attached hereto as Annex A.
Full First Calculation Period: Applicable
5. The parties confirm their acceptance to be bound by this Novation
Confirmation as of the Novation Date by executing a copy of this Novation
Confirmation and returning it to us. The Transferor, by its execution of a copy
of this Novation Confirmation, agrees to the terms of the Novation Confirmation
as it relates to each Old Transaction. The Transferee, by its execution of a
copy of this Novation Confirmation, agrees to the terms of the Novation
Confirmation as it relates to each New Transaction.
9
(A) THE BANK OF NEW YORK BANK OF AMERICA, N.A.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇. Good
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. Good
Title: Managing Director Title: Principal
Date: Date:
▇▇▇▇▇ FARGO BANK, N.A., NOT IN ITS INDIVIDUAL CAPACITY, BUT SOLELY AS
SUPPLEMENTAL INTEREST TRUST TRUSTEE ON BEHALF OF THE BANC OF AMERICA FUNDING
CORPORATION 2007-1 SUPPLEMENTAL INTEREST TRUST
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇ Colli
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
Title: Vice President
Date:
10
Annex A
[GRAPHIC]
CONFIRMATION
DATE: January 31, 2007
TO: ▇▇▇▇▇ FARGO BANK, N.A., not in its individual capacity, but
solely as Supplemental Interest Trust Trustee on behalf of
the Banc of America Funding Corporation 2007-1 Supplemental
Interest Trust ("Counterparty")
Phone #: ▇▇▇-▇▇▇-▇▇▇▇
Fax #: ▇▇▇-▇▇▇-▇▇▇▇
ATTN: Client Manager- Banc of America Funding Corporation 2007-1
FROM: The Bank of New York ("BNY")
Derivative Products Support Department
▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attn: Swap Confirmation Dept.
Phone #: ▇▇▇-▇▇▇-▇▇▇▇/5161/5103
Fax #: ▇▇▇-▇▇▇-▇▇▇▇/5837
Email: ▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇
RE: Transaction Reference Number: 38752
================================================================================
The purpose of this letter (this "Confirmation") is to confirm the terms
and conditions of the Swap Transaction entered into between us on the Trade Date
specified below.
The definitions and provisions contained in the 2000 ISDA Definitions, as
published by the International Swaps and Derivatives Association, Inc., are
incorporated into this Confirmation. In the event of any inconsistency between
those definitions and provisions and this Confirmation, this Confirmation will
govern. In case you are located in a state of the European Union other than the
United Kingdom, The Bank of New York Europe Ltd., an indirect subsidiary of BNY,
has acted as arranger for the Transaction.
This Confirmation constitutes a "Confirmation" as referred to in and
supplements, forms part of and is subject to, the ISDA Master Agreement dated as
of January 31, 2007, as amended and supplemented from time to time (the
"Agreement"), between BNY and Counterparty. All provisions contained in the
Agreement govern this Confirmation except as expressly modified below.
1. The terms of the particular Swap Transaction to which this Confirmation
relates are as follows:
11
Notional Amount: The amount set forth on the Schedule I attached
hereto for such Calculation Period
Effective Date: January 31, 2007
Termination Date: February 25, 2012, subject to adjustment in
accordance with the Following Business Day
Convention; provided, however, that for the
purpose of determining the final Fixed Rate
Payer Period End Date, Termination Date shall
be subject to No Adjustment.
(a) FIXED AMOUNTS
Part 12. Fixed Rate Payer: Counterparty
Fixed Rate Payer
Payment Dates: The 25th day of each month, beginning on
February 25, 2007 and ending on the Termination
Date, subject to adjustment in accordance with
the Following Business Day Convention with No
Adjustment for Period End Dates.
Fixed Rate: 4.999%
Fixed Rate Day Count
Fraction: 30/360
FLOATING AMOUNTS
Part 13. Floating Rate Payer: BNY
Part 14. Floating Rate Payer
Period End Dates: The 25th day of each month, beginning on
February 25, 2007 and ending on the Termination
Date, subject to adjustment in accordance with
the Following Business Day Convention
Floating Rate Payer
Payment Dates: Early Payment shall be applicable. The Floating
Rate Payer Payment Date shall be two (2)
Business Days preceding each Floating Rate
Payer Period End Date.
Floating Rate for initial
Calculation Period: 5.32%
12
Floating Rate Option: USD-LIBOR-BBA
Part 15. Designated Maturity: 1 month
Spread: None
Floating Rate Day Count
Fraction: Actual/360
Reset Dates: The first day of each Calculation Period or
Compounding Period, if Compounding is
applicable
Part 16. Compounding: Inapplicable
(a)
(b) ADDITIONAL TERMS
Part 17. Business Days: New York
Calculation Agent: BNY
Payment Instructions:
When remitting funds
to us, please pay: The Bank of New York
Derivative Products Support Department
ABA #: ▇▇▇▇▇▇▇▇▇
Account #: ▇▇▇-▇▇▇▇-▇▇▇
Reference: Interest Rate Swaps
We will pay you at: ▇▇▇▇▇ Fargo Bank, N.A.
San Francisco, CA
ABA #: ▇▇▇-▇▇▇-▇▇▇
Acct #: ▇▇▇▇▇▇▇▇▇▇
A. Acct. Name: SAS Clearing
FFC #: ▇▇▇▇▇▇▇▇ - Swap Account
13
Schedule I
(all such dates subject to No Adjustment with respect to Fixed Rate Payer Period
End Dates and adjustment in accordance with the Following Business Day
Convention with respect to Floating Rate Payer Period End Dates)
------------------------------------------------------------------------------
From and including To but excluding Notional Amount (in USD)
------------------ ---------------- ------------------------
------------------------------------------------------------------------------
31-Jan-07 25-Feb-07 7,426,000.00
------------------------------------------------------------------------------
25-Feb-07 25-Mar-07 7,426,000.00
------------------------------------------------------------------------------
25-Mar-07 25-Apr-07 7,426,000.00
------------------------------------------------------------------------------
25-Apr-07 25-May-07 7,426,000.00
------------------------------------------------------------------------------
25-May-07 25-Jun-07 7,426,000.00
------------------------------------------------------------------------------
25-Jun-07 25-Jul-07 7,426,000.00
------------------------------------------------------------------------------
25-Jul-07 25-Aug-07 7,426,000.00
------------------------------------------------------------------------------
25-Aug-07 25-Sep-07 7,426,000.00
------------------------------------------------------------------------------
25-Sep-07 25-Oct-07 7,426,000.00
------------------------------------------------------------------------------
25-Oct-07 25-Nov-07 7,426,000.00
------------------------------------------------------------------------------
25-Nov-07 25-Dec-07 7,426,000.00
------------------------------------------------------------------------------
25-Dec-07 25-Jan-08 7,426,000.00
------------------------------------------------------------------------------
25-Jan-08 25-Feb-08 7,426,000.00
------------------------------------------------------------------------------
25-Feb-08 25-Mar-08 7,426,000.00
------------------------------------------------------------------------------
25-Mar-08 25-Apr-08 7,426,000.00
------------------------------------------------------------------------------
25-Apr-08 25-May-08 7,426,000.00
------------------------------------------------------------------------------
25-May-08 25-Jun-08 7,426,000.00
------------------------------------------------------------------------------
25-Jun-08 25-Jul-08 7,426,000.00
------------------------------------------------------------------------------
25-Jul-08 25-Aug-08 7,426,000.00
------------------------------------------------------------------------------
25-Aug-08 25-Sep-08 7,426,000.00
------------------------------------------------------------------------------
25-Sep-08 25-Oct-08 7,426,000.00
------------------------------------------------------------------------------
25-Oct-08 25-Nov-08 7,426,000.00
------------------------------------------------------------------------------
25-Nov-08 25-Dec-08 7,426,000.00
------------------------------------------------------------------------------
25-Dec-08 25-Jan-09 7,426,000.00
------------------------------------------------------------------------------
25-Jan-09 25-Feb-09 7,426,000.00
------------------------------------------------------------------------------
25-Feb-09 25-Mar-09 7,426,000.00
------------------------------------------------------------------------------
25-Mar-09 25-Apr-09 7,426,000.00
------------------------------------------------------------------------------
25-Apr-09 25-May-09 7,426,000.00
------------------------------------------------------------------------------
25-May-09 25-Jun-09 7,426,000.00
------------------------------------------------------------------------------
25-Jun-09 25-Jul-09 7,426,000.00
------------------------------------------------------------------------------
25-Jul-09 25-Aug-09 7,426,000.00
------------------------------------------------------------------------------
14
25-Aug-09 25-Sep-09 7,426,000.00
------------------------------------------------------------------------------
25-Sep-09 25-Oct-09 7,426,000.00
------------------------------------------------------------------------------
25-Oct-09 25-Nov-09 7,426,000.00
------------------------------------------------------------------------------
25-Nov-09 25-Dec-09 7,426,000.00
------------------------------------------------------------------------------
25-Dec-09 25-Jan-10 7,426,000.00
------------------------------------------------------------------------------
25-Jan-10 25-Feb-10 7,426,000.00
------------------------------------------------------------------------------
25-Feb-10 25-Mar-10 6,115,523.50
------------------------------------------------------------------------------
25-Mar-10 25-Apr-10 3,689,127.31
------------------------------------------------------------------------------
25-Apr-10 25-May-10 3,545,681.56
------------------------------------------------------------------------------
25-May-10 25-Jun-10 3,407,802.64
------------------------------------------------------------------------------
25-Jun-10 25-Jul-10 3,275,274.86
------------------------------------------------------------------------------
25-Jul-10 25-Aug-10 3,147,890.87
------------------------------------------------------------------------------
25-Aug-10 25-Sep-10 3,025,451.37
------------------------------------------------------------------------------
25-Sep-10 25-Oct-10 2,907,764.74
------------------------------------------------------------------------------
25-Oct-10 25-Nov-10 2,794,646.80
------------------------------------------------------------------------------
25-Nov-10 25-Dec-10 2,685,920.47
------------------------------------------------------------------------------
25-Dec-10 25-Jan-11 2,581,415.55
------------------------------------------------------------------------------
25-Jan-11 25-Feb-11 2,480,968.42
------------------------------------------------------------------------------
25-Feb-11 25-Mar-11 2,384,421.78
------------------------------------------------------------------------------
25-Mar-11 25-Apr-11 2,291,624.43
------------------------------------------------------------------------------
25-Apr-11 25-May-11 2,202,431.04
------------------------------------------------------------------------------
25-May-11 25-Jun-11 2,116,701.86
------------------------------------------------------------------------------
25-Jun-11 25-Jul-11 2,034,302.60
------------------------------------------------------------------------------
25-Jul-11 25-Aug-11 1,955,104.13
------------------------------------------------------------------------------
25-Aug-11 25-Sep-11 1,878,982.35
------------------------------------------------------------------------------
25-Sep-11 25-Oct-11 1,805,817.94
------------------------------------------------------------------------------
25-Oct-11 25-Nov-11 1,735,496.22
------------------------------------------------------------------------------
25-Nov-11 25-Dec-11 1,659,450.42
------------------------------------------------------------------------------
25-Dec-11 25-Jan-12 1,534,466.60
------------------------------------------------------------------------------
25-Jan-12 25-Feb-12 1,414,340.06
------------------------------------------------------------------------------
15
NOVATION CONFIRMATION
DATE: January 31, 2007
To: ▇▇▇▇▇ FARGO BANK, N.A., not in its individual capacity, but
solely as Supplemental Interest Trust Trustee on behalf of
the Banc of America Funding Corporation 2007-1 Supplemental
Interest Trust ("Counterparty")
Phone #: ▇▇▇-▇▇▇-▇▇▇▇
Fax #: ▇▇▇-▇▇▇-▇▇▇▇
b. Attn: Client Manager- Banc of America Funding Corporation
2007-1
To: Bank of America, N.A.
Fax #: ▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇
Attn: Swap Documentation Group
From: The Bank of New York ("BNY")
Derivative Products Support Department
▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attn: Swap Confirmation Dept.
Phone #: ▇▇▇-▇▇▇-▇▇▇▇/5103
Fax #: ▇▇▇-▇▇▇-▇▇▇▇/5837
Email: ▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇
RE: Novation Transaction
Transaction Reference Number: 38791
================================================================================
Dear Sir or Madam:
The purpose of this letter is to confirm the terms and conditions of the
Novation Transaction entered into between the parties and effective from the
Novation Date specified below.
1. The definitions and provisions contained in the 2004 ISDA Novation
Definitions (the "Definitions") and the terms and provisions of 2000 ISDA
Definitions, as published by the International Swaps and Derivatives
Association, Inc. and amended from time to time, are incorporated in this
Novation Confirmation. In the event of any inconsistency between (i) the
Definitions, (ii) 2000 ISDA Definitions and/or (iii) the Novation Agreement and
this Novation Confirmation, this Novation Confirmation will govern.
2. The terms of the Novation Transaction to which this Novation
Confirmation relates are as follows:
16
Novation Date: January 31, 2007
Novated Amount: The full Notional Amount specified as of the
relevant date in Schedule I of the New Confir-
mation.
Transferor: Bank of America, N.A.
Transferee: Counterparty
(2) Remaining Party: BNY
New Agreement (between
Transferee and
Remaining Party): January 31, 2007
3. The terms of the Old Transaction to which this Novation Confirmation relates,
for identification purposes, are as follows:
----------------------------------------------------------------------------
Part 18. Transaction Reference Number 38791
----------------------------------------------------------------------------
Trade Date January 12, 2007
----------------------------------------------------------------------------
Effective Date January 31, 2007
----------------------------------------------------------------------------
Termination Date February 25, 2012
----------------------------------------------------------------------------
Fixed Rate 5.124%
----------------------------------------------------------------------------
4. The terms of the New Transaction to which this Novation Confirmation relates
shall be evidenced by a New Confirmation attached hereto as Annex A.
Full First Calculation Period: Applicable
5. The parties confirm their acceptance to be bound by this Novation
Confirmation as of the Novation Date by executing a copy of this Novation
Confirmation and returning it to us. The Transferor, by its execution of a copy
of this Novation Confirmation, agrees to the terms of the Novation Confirmation
as it relates to each Old Transaction. The Transferee, by its execution of a
copy of this Novation Confirmation, agrees to the terms of the Novation
Confirmation as it relates to each New Transaction.
17
(A) THE BANK OF NEW YORK BANK OF AMERICA, N.A.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇. Good
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. Good
Title: Managing Director Title: Principal
Date: Date:
▇▇▇▇▇ FARGO BANK, N.A., NOT IN ITS INDIVIDUAL CAPACITY, BUT SOLELY AS
SUPPLEMENTAL INTEREST TRUST TRUSTEE ON BEHALF OF THE BANC OF AMERICA FUNDING
CORPORATION 2007-1 SUPPLEMENTAL INTEREST TRUST
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
Title: Vice President
Date:
18
Annex A
[GRAPHIC]
CONFIRMATION
DATE: January 31, 2007
TO: ▇▇▇▇▇ FARGO BANK, N.A., not in its individual capacity, but
solely as Supplemental Interest Trust Trustee on behalf of
the Banc of America Funding Corporation 2007-1 Supplemental
Interest Trust ("Counterparty")
Phone #: ▇▇▇-▇▇▇-▇▇▇▇
Fax #: ▇▇▇-▇▇▇-▇▇▇▇
ATTN: Client Manager- Banc of America Funding Corporation 2007-1
FROM: The Bank of New York ("BNY")
Derivative Products Support Department
▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attn: Swap Confirmation Dept.
Phone #: ▇▇▇-▇▇▇-▇▇▇▇/5161/5103
Fax #: ▇▇▇-▇▇▇-▇▇▇▇/5837
Email: ▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇
RE: Transaction Reference Number: 38791
================================================================================
The purpose of this letter (this "Confirmation") is to confirm the terms
and conditions of the Swap Transaction entered into between us on the Trade Date
specified below.
The definitions and provisions contained in the 2000 ISDA Definitions, as
published by the International Swaps and Derivatives Association, Inc., are
incorporated into this Confirmation. In the event of any inconsistency between
those definitions and provisions and this Confirmation, this Confirmation will
govern. In case you are located in a state of the European Union other than the
United Kingdom, The Bank of New York Europe Ltd., an indirect subsidiary of BNY,
has acted as arranger for the Transaction.
This Confirmation constitutes a "Confirmation" as referred to in and
supplements, forms part of and is subject to, the ISDA Master Agreement dated as
of January 31, 2007, as amended and supplemented from time to time (the
"Agreement"), between BNY and Counterparty. All provisions contained in the
Agreement govern this Confirmation except as expressly modified below.
1. The terms of the particular Swap Transaction to which this Confirmation
relates are as follows:
19
Notional Amount: The amount set forth on the Schedule I attached
hereto for such Calculation Period
Effective Date: January 31, 2007
Termination Date: February 25, 2012, subject to adjustment in
accordance with the Following Business Day
Convention; provided, however, that for the
purpose of determining the final Fixed Rate
Payer Period End Date, Termination Date shall
be subject to No Adjustment.
(a) FIXED AMOUNTS
Part 20. Fixed Rate Payer: Counterparty
Fixed Rate Payer
Payment Dates: The 25th day of each month, beginning on
February 25, 2007 and ending on the Termination
Date, subject to adjustment in accordance with
the Following Business Day Convention with No
Adjustment for Period End Dates.
Fixed Rate: 5.124%
Fixed Rate Day Count
Fraction: 30/360
FLOATING AMOUNTS
Part 21. Floating Rate Payer: BNY
Part 22. Floating Rate Payer
Period End Dates: The 25th day of each month, beginning on
February 25, 2007 and ending on the
Termination Date, subject to adjustment in
accordance with the Following Business Day
Convention
Floating Rate Payer
Payment Dates: Early Payment shall be applicable. The Floating
Rate Payer Payment Date shall be two (2)
Business Days preceding each Floating Rate
Payer Period End Date.
Floating Rate for initial
Calculation Period: 5.32%
20
Floating Rate Option: USD-LIBOR-BBA
Part 23. Designated Maturity: 1 month
Spread: None
Floating Rate Day Count
Fraction: Actual/360
Reset Dates: The first day of each Calculation Period or
Compounding Period, if Compounding is
applicable
Part 24. Compounding: Inapplicable
(a)
(b) ADDITIONAL TERMS
Part 25. Business Days: New York
Calculation Agent: BNY
Payment Instructions:
When remitting funds
to us, please pay: The Bank of New York
Derivative Products Support Department
ABA #: ▇▇▇▇▇▇▇▇▇
Account #: ▇▇▇-▇▇▇▇-▇▇▇
Reference: Interest Rate Swaps
We will pay you at: ▇▇▇▇▇ Fargo Bank, N.A.
San Francisco, CA
ABA #: ▇▇▇-▇▇▇-▇▇▇
Acct #: ▇▇▇▇▇▇▇▇▇▇
A. Acct. Name: SAS Clearing
FFC #: ▇▇▇▇▇▇▇▇ - Swap Account
21
Schedule I
(all such dates subject to No Adjustment with respect to Fixed Rate Payer Period
End Dates and adjustment in accordance with the Following Business Day
Convention with respect to Floating Rate Payer Period End Dates)
--------------------------------------------------------------------------------
From and including To but excluding Notional Amount (in USD)
------------------ ---------------- ------------------------
--------------------------------------------------------------------------------
31-Jan-07 25-Feb-07 4,746,000.00
--------------------------------------------------------------------------------
25-Feb-07 25-Mar-07 4,746,000.00
--------------------------------------------------------------------------------
25-Mar-07 25-Apr-07 4,746,000.00
--------------------------------------------------------------------------------
25-Apr-07 25-May-07 4,746,000.00
--------------------------------------------------------------------------------
25-May-07 25-Jun-07 4,746,000.00
--------------------------------------------------------------------------------
25-Jun-07 25-Jul-07 4,746,000.00
--------------------------------------------------------------------------------
25-Jul-07 25-Aug-07 4,746,000.00
--------------------------------------------------------------------------------
25-Aug-07 25-Sep-07 4,746,000.00
--------------------------------------------------------------------------------
25-Sep-07 25-Oct-07 4,746,000.00
--------------------------------------------------------------------------------
25-Oct-07 25-Nov-07 4,746,000.00
--------------------------------------------------------------------------------
25-Nov-07 25-Dec-07 4,746,000.00
--------------------------------------------------------------------------------
25-Dec-07 25-Jan-08 4,746,000.00
--------------------------------------------------------------------------------
25-Jan-08 25-Feb-08 4,746,000.00
--------------------------------------------------------------------------------
25-Feb-08 25-Mar-08 4,746,000.00
--------------------------------------------------------------------------------
25-Mar-08 25-Apr-08 4,746,000.00
--------------------------------------------------------------------------------
25-Apr-08 25-May-08 4,746,000.00
--------------------------------------------------------------------------------
25-May-08 25-Jun-08 4,746,000.00
--------------------------------------------------------------------------------
25-Jun-08 25-Jul-08 4,746,000.00
--------------------------------------------------------------------------------
25-Jul-08 25-Aug-08 4,746,000.00
--------------------------------------------------------------------------------
25-Aug-08 25-Sep-08 4,746,000.00
--------------------------------------------------------------------------------
25-Sep-08 25-Oct-08 4,746,000.00
--------------------------------------------------------------------------------
25-Oct-08 25-Nov-08 4,746,000.00
--------------------------------------------------------------------------------
25-Nov-08 25-Dec-08 4,746,000.00
--------------------------------------------------------------------------------
25-Dec-08 25-Jan-09 4,746,000.00
--------------------------------------------------------------------------------
25-Jan-09 25-Feb-09 4,746,000.00
--------------------------------------------------------------------------------
25-Feb-09 25-Mar-09 4,746,000.00
--------------------------------------------------------------------------------
25-Mar-09 25-Apr-09 4,746,000.00
--------------------------------------------------------------------------------
25-Apr-09 25-May-09 4,746,000.00
--------------------------------------------------------------------------------
25-May-09 25-Jun-09 4,746,000.00
--------------------------------------------------------------------------------
25-Jun-09 25-Jul-09 4,746,000.00
--------------------------------------------------------------------------------
25-Jul-09 25-Aug-09 4,746,000.00
--------------------------------------------------------------------------------
22
--------------------------------------------------------------------------------
25-Aug-09 25-Sep-09 4,746,000.00
--------------------------------------------------------------------------------
25-Sep-09 25-Oct-09 4,746,000.00
--------------------------------------------------------------------------------
25-Oct-09 25-Nov-09 4,746,000.00
--------------------------------------------------------------------------------
25-Nov-09 25-Dec-09 4,746,000.00
--------------------------------------------------------------------------------
25-Dec-09 25-Jan-10 4,746,000.00
--------------------------------------------------------------------------------
25-Jan-10 25-Feb-10 4,746,000.00
--------------------------------------------------------------------------------
25-Feb-10 25-Mar-10 3,676,901.19
--------------------------------------------------------------------------------
25-Mar-10 25-Apr-10 2,357,715.18
--------------------------------------------------------------------------------
25-Apr-10 25-May-10 2,266,039.24
--------------------------------------------------------------------------------
25-May-10 25-Jun-10 2,177,921.05
--------------------------------------------------------------------------------
25-Jun-10 25-Jul-10 2,093,222.76
--------------------------------------------------------------------------------
25-Jul-10 25-Aug-10 2,011,811.87
--------------------------------------------------------------------------------
25-Aug-10 25-Sep-10 1,933,560.99
--------------------------------------------------------------------------------
25-Sep-10 25-Oct-10 1,858,347.65
--------------------------------------------------------------------------------
25-Oct-10 25-Nov-10 1,786,054.16
--------------------------------------------------------------------------------
25-Nov-10 25-Dec-10 1,716,567.34
--------------------------------------------------------------------------------
25-Dec-10 25-Jan-11 1,649,778.42
--------------------------------------------------------------------------------
25-Jan-11 25-Feb-11 1,585,582.83
--------------------------------------------------------------------------------
25-Feb-11 25-Mar-11 1,466,779.31
--------------------------------------------------------------------------------
25-Mar-11 25-Apr-11 1,349,396.61
--------------------------------------------------------------------------------
25-Apr-11 25-May-11 1,236,572.68
--------------------------------------------------------------------------------
25-May-11 25-Jun-11 1,128,130.77
--------------------------------------------------------------------------------
25-Jun-11 25-Jul-11 1,023,900.99
--------------------------------------------------------------------------------
25-Jul-11 25-Aug-11 923,720.00
--------------------------------------------------------------------------------
25-Aug-11 25-Sep-11 827,430.83
--------------------------------------------------------------------------------
25-Sep-11 25-Oct-11 734,882.54
--------------------------------------------------------------------------------
25-Oct-11 25-Nov-11 645,930.07
--------------------------------------------------------------------------------
25-Nov-11 25-Dec-11 568,890.48
--------------------------------------------------------------------------------
25-Dec-11 25-Jan-12 546,732.09
--------------------------------------------------------------------------------
25-Jan-12 25-Feb-12 525,434.85
--------------------------------------------------------------------------------
23
