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DATE:
                               
February 27, 2007
 
TO:
                                 
Deutsche Bank Trust Company Americas, not in its individual
capacity, but
                                    
solely as Supplemental Interest Trust Trustee for the Supplemental
Interest
                                    
Trust with respect to RALI Series 2007-QO2 Trust, Mortgage
Asset-Backed
                                    
Pass-Through Certificates, Series 2007-QO2
ATTENTION:
                          
Trust Administration
TELEPHONE:
                          
1 714 247 6000
FACSIMILE:
                          
1 714 855 1557
 
FROM:
                               
Deutsche Bank AG, New York Branch
 
ATTENTION:
                          
New York Derivatives Documentation
TELEPHONE:
                          
1 212 250 9425
FACSIMILE:
                          
1 212 797 0779
EMAIL:
                              
NYderivative.documentation@db.com
 
OUR REFERENCE:
                      
Global No. N577315N
 
RE:
                       
          
Interest Rate Swap Transaction
 
The purpose of this
  
long-form
  
confirmation
  
("CONFIRMATION")
  
is to confirm the terms and conditions of the current
Transaction
  
entered into on the Trade Date specified below (the
  
"TRANSACTION")
  
between
  
Deutsche Bank AG, New York
Branch
  
("PARTY
  
A") and
  
Deutsche
  
Bank
  
Trust
  
Company
  
Americas,
  
not in its
  
individual
  
capacity,
  
but solely as
Supplemental
  
Interest Trust Trustee for the Supplemental
  
Interest Trust with respect to RALI Series 2007-QO2 Trust,
Mortgage Asset-Backed
  
Pass-Through
  
Certificates,
  
Series 2007-QO2 ("PARTY B" or the "SUPPLEMENTAL
  
INTEREST TRUST")
created under Pooling and Servicing
  
Agreement,
  
dated as of February 1, 2007, among Residential Accredit Loans,
Inc.
(the
  
"DEPOSITOR"),
  
Residential
  
Funding
  
Company,
  
LLC (the
  
"MASTER
  
SERVICER")
  
and Deutsche
  
Bank Trust
  
Company
Americas
  
(the
  
"TRUSTEE")
  
(the
  
"POOLING AND
  
SERVICING
  
AGREEMENT").
  
This
  
Confirmation
  
evidences a complete and
binding
  
agreement
  
between you and us to enter into the
  
Transaction
  
on the terms set forth below and
  
replaces any
previous
  
agreement
  
between
  
us
  
with
  
respect
  
to the
  
subject
  
matter
  
hereof.
  
This
  
Confirmation
  
constitutes
  
a
"CONFIRMATION"
  
and also constitutes a "SCHEDULE" as referred to in the ISDA Master
Agreement,
  
and Paragraph 13 of a
Credit Support Annex to the Schedule.
 
1.
       
This
  
Confirmation
  
shall
  
supplement,
  
form a part of, and be subject to an
  
agreement in the form of the
         
ISDA
  
Master
  
Agreement
  
(Multicurrency
  
-
  
Cross
  
Border)
  
as
  
published
  
and
  
copyrighted
  
in
  
1992 by the
         
International
  
Swaps and
  
Derivatives
  
Association,
  
Inc. (the "ISDA MASTER
  
AGREEMENT"),
  
as if Party A and
         
Party B had executed an
  
agreement
  
in such form on the date hereof,
  
with a Schedule as set forth in Item 3
         
of this
  
Confirmation,
  
and an ISDA Credit Support Annex
  
(Bilateral Form - ISDA
  
Agreements
  
Subject to New
         
York Law Only version) as published
  
and
  
copyrighted
  
in 1994 by the
  
International
  
Swaps and
  
Derivatives
         
Association,
  
Inc., with Paragraph 13 thereof as set forth in Annex A hereto (the
"CREDIT
  
SUPPORT
  
ANNEX").
         
For the avoidance of doubt, the Transaction
  
described herein shall be the sole Transaction governed by such
         
ISDA
  
Master
  
Agreement.
  
In the
  
event of any
  
inconsistency
  
among
  
any of the
  
following
  
documents,
  
the
         
relevant document first listed shall govern:
  
(i) this
  
Confirmation,
  
exclusive of the provisions set forth
   
      
in Item 3 hereof and Annex A hereto; (ii) the provisions set forth
in Item 3 hereof,
  
which are incorporated
         
by reference
  
into the Schedule;
  
(iii) the Credit
  
Support Annex;
  
(iv) the
  
Definitions;
  
and (v) the ISDA
         
Master Agreement.
 
         
Each reference herein to a "Section" (unless
  
specifically
  
referencing the Pooling and Servicing Agreement)
         
or to a "Section"
  
"of this
  
Agreement"
  
will be
  
construed
  
as a reference
  
to a Section of the ISDA Master
         
Agreement;
  
each herein
  
reference to a "Part" will be construed
  
as a reference
  
to the
  
provisions
  
herein
         
deemed incorporated in a Schedule to the ISDA Master Agreement;
  
each reference herein to a "Paragraph" will
         
be construed as a reference to a Paragraph of the Credit Support
Annex.
 
2.
       
The terms of the particular Transaction to which this Confirmation
relates are as follows:
 
         
Type of Transaction:
                        
Interest Rate Swap
 
         
Notional Amount:
          
                  
With respect to any Calculation
  
Period,
  
the amount set forth
                                                     
on Schedule I attached hereto for such Calculation Period.
 
         
Trade Date:
                                 
February 23, 2007
 
         
Effective Date:
                             
February 27, 2007
 
         
Termination Date:
                           
February 25, 2012,
  
subject to adjustment
  
in accordance
  
with
                                                     
the Business Day Convention;
  
provided,
  
however, that for the
                                                     
purpose
  
of
  
determining
  
the
  
final
  
Floating
  
Rate
  
I
  
Payer
                                                     
Period
  
End Date,
  
Termination
  
Date
  
shall be
  
subject
  
to No
                                                     
Adjustment.
 
         
Floating Amount I:
 
                  
Floating Rate I Payer:
             
Party B
 
                  
Floating Rate I Payer
                  
Period End Dates:
                  
The 25th
  
calendar
  
day of each month
  
during the Term of this
                                                     
Transaction,
  
commencing
  
March 25,
  
2007,
  
and
  
ending on the
                                                 
    
Termination Date, with No Adjustment.
 
                  
Floating Rate I Payer
                  
Payment Dates:
                     
Early
  
Payment
  
shall
  
be
  
applicable.
  
Each
  
Floating
  
Rate I
                                                     
Payer
  
Payment Date shall be one (1)
  
Business
  
Day
  
preceding
                                                     
the related Floating Rate I Payer Period End Date.
 
                  
Floating Rate I Option:
            
The Floating
  
Rate I Option
  
(referred to as One-year
  
MTA) is
                                                     
defined as the
  
twelve-month
  
average of the monthly
  
Treasury
                                                     
constant
  
maturity
  
rates as published in the Federal
  
Reserve
                                                     
Statistical
  
Release:
  
"Selected Interest
  
Rates / H.15".
  
The
                                                     
twelve-month
  
average is
  
determined
  
by adding
  
together
  
the
                        
                             
constant
  
maturity
  
rates for the most
  
recent
  
twelve
  
months
                                                     
and
  
dividing
  
by
  
twelve.
  
The
  
result is
  
rounded
  
up to the
                                                
     
nearest
  
one-thousandth
  
of one percent.
  
The Floating
  
Rate I
                                                     
Option may be
  
determined
  
through
  
the
  
Bloomberg
  
service by
                                                     
typing
  
"12MTA
  
< Index >
  
DES <Go >",
  
where
  
< Index >is the F10
                                                     
key and < Go > is the "Enter" or "Return" key.
 
                                                     
The Floating
  
Rate I Option used for each
  
Calculation
  
Period
                                                     
will be the
  
most
  
recent
  
Floating
  
Rate I
  
Option
  
available
                                                     
fifteen
  
calendar
  
days prior to the first day of the calendar
               
                                      
month in which such Calculation Period begins.
 
                  
Floating Amount I:
                 
For any Floating
  
Rate I Payer
  
Payment
  
Date, an amount equal
                                                     
to the sum of (x)
  
Notional
  
Amount * (Floating
  
Rate I Option
                                                     
plus 0.37%) * Floating
  
Rate I Payer Day Count
  
Fraction
  
plus
                                                     
(y) the
  
Deferred Net Swap Amount for the
  
preceding
  
Floating
                                                     
Rate I Payer
  
Payment Date plus
  
interest on such Deferred Net
                                                     
Swap Amount accrued during the current
  
Calculation
  
Period on
                                                     
such
  
Deferred
  
Net
  
Swap
  
Amount
  
at
  
a
  
rate
  
equal
  
to
  
the
                                                     
Floating Rate I Option plus 0.37% per annum.
 
                  
Deferred Net Swap Amount:
          
For any Floating Rate I Payer
  
Payment Date on which
  
Floating
                                                     
Amount I is greater than
  
Floating
  
Amount II, an amount equal
                                                   
  
to the
  
lesser of (a) the
  
excess,
  
if any,
  
of (x) the excess
                                                     
of
  
Floating
  
Amount I over
  
Floating
  
Amount II,
  
over (y) an
                                                     
amount
  
equal to the
  
Available
  
Distribution
  
Amount
  
for the
                                                     
Distribution
  
Date which falls in the same
  
calendar
  
month as
                                                     
such
  
Floating
  
Rate
  
I
  
Payer
  
Payment
  
Date 
 
(in
  
each
  
case
                                                     
determined
  
without regard to adjustment
  
relating to business
                                                     
days) (the "related
  
Distribution
  
Date") and (b) Net Deferred
       
                                              
Interest for the related Distribution Date.
 
                                                     
For any Floating Rate I Payer
  
Payment Date on which
  
Floating
                                                 
    
Amount I is not greater than Floating Amount II, zero.
 
                  
Floating Rate I Payer
                  
Adjusted Payment
                   
Notwithstanding
  
anything to the
  
contrary
  
in the
  
definition
                                        
             
of Floating
  
Amount I, on any
  
Floating
  
Rate I Payer
  
Payment
                                                     
Date (other than the
  
Floating
  
Rate I Payer
  
Payment
  
Date in
                                                     
February
  
2012) on which
  
Floating
  
Amount I exceeds
  
Floating
                                                     
Amount
  
II,
  
the
  
Floating
  
Rate I Payer
  
shall
  
owe an amount
                                                     
equal to Floating
  
Amount I reduced by the
  
Deferred
  
Net Swap
                                                     
Amount.
 
                  
Floating Rate I Day
                  
Count Fraction:
                    
30/360
 
                  
Calculation Agent:
                 
Party A
 
     
    
Floating Amount II:
 
                  
Floating Rate II Payer:
            
Party A
 
                  
Floating Rate II Payer
                  
Period End Dates:
                  
The 25th
  
calendar
  
day of each month
  
during the Term of this
            
                                         
Transaction,
  
commencing
  
March 25,
  
2007,
  
and
  
ending on the
                                                     
Termination
  
Date,
  
subject to adjustment
  
in accordance
  
with
                                    
                 
the Business Day Convention.
 
                  
Floating Rate II Payer
                  
Payment Dates:
                     
Early
  
Payment
  
shall
  
be
  
applicable.
  
The
  
Floating
  
Rate II
                                                    
 
Payer
  
Payment Date shall be one (1)
  
Business
  
Day
  
preceding
                                                     
each Floating Rate II Payer Period End Date.
 
                  
Floating Rate II Option:
           
USD-LIBOR-BBA
 
                  
Designated Maturity:
               
One month
 
                  
Floating Amount II:
                
Notional
  
Amount * Floating
  
Rate II Option * Floating Rate II
                                                     
Day Count Fraction
 
 
 
 



 
 
 
                  
Floating Rate II Day
                  
Count Fraction:
                    
Actual/360
 
                  
Reset Dates:
                       
The first day of each Calculation Period.
 
                  
Compounding:
                       
Inapplicable
 
         
         
Business Days:
                     
New York
 
                  
Business Day Convention:
           
Following
 
                  
Calculation Agent:
                 
Party A
 
 
 
 
 



 
 
 
3.
       
Provisions Deemed Incorporated in a Schedule to the ISDA Master
Agreement:
 
PART 1.
  
TERMINATION PROVISIONS.
 
For the purposes of this Agreement:-
 
(a)
      
"SPECIFIED ENTITY" will not apply to Party A or Party B for any
purpose.
 
(b)
      
"SPECIFIED TRANSACTION" will have the meaning specified in Section
14.
 
(c)
      
EVENTS OF DEFAULT.
 
         
The statement
  
below that an Event of Default will apply to a specific
  
party means that upon the occurrence
         
of such an Event of
  
Default
  
with
  
respect
  
to such
  
party,
  
the other
  
party
  
shall
  
have the
  
rights of a
         
Non-defaulting
  
Party under Section 6 of this
  
Agreement;
  
conversely,
  
the statement
  
below that such event
         
will not apply to a specific party means that the other party shall
not have such rights.
 
(i)
      
The
  
"FAILURE TO PAY OR DELIVER"
  
provisions
  
of Section
  
5(a)(i)
  
will apply to Party A and will apply to
                  
Party B; provided,
  
however,
  
that Section
  
5(a)(i) is hereby amended by replacing the word "third"
                  
with the word
  
"first";
  
provided, 
 
further,
  
that
  
notwithstanding
  
anything
  
to the
  
contrary
  
in
                  
Section
  
5(a)(i),
  
any failure by Party A to comply with or perform any
  
obligation
  
to be complied
                  
with or
  
performed
  
by Party A under the Credit
  
Support
  
Annex
  
shall not
  
constitute
  
an Event of
                  
Default under Section 5(a)(i) unless (A) a Required
  
Ratings
  
Downgrade Event has occurred and been
                  
continuing
  
for 30 or more Local
  
Business
  
Days and (B) such
  
failure is not remedied on or before
                  
the third Local Business Day after notice of such failure is given
to Party A.
 
(ii)
     
The
  
"BREACH OF
  
AGREEMENT"
  
provisions
  
of Section
  
5(a)(ii)
  
will apply to Party A and will not apply to
                 
 
Party B.
 
(iii)
    
The "CREDIT SUPPORT DEFAULT"
  
provisions of Section
  
5(a)(iii) will apply to Party A and will not apply to
                  
Party B except
  
that
  
Section
  
5(a)(iii)(1)
  
will
  
apply to Party B solely in
  
respect of Party B's
           
       
obligations
  
under
  
Paragraph
  
3(b)
  
of
  
the
  
Credit
  
Support
  
Annex;
   
provided,
   
however,
   
that
                  
notwithstanding
  
anything
  
to the
  
contrary
  
in
  
Section
  
5(a)(iii)(1),
  
any
  
failure by Party A to
                  
comply
  
with or perform
  
any
  
obligation
  
to be
  
complied
  
with or
  
performed
  
by Party A under the
                  
Credit
  
Support Annex shall not constitute an Event of Default under
Section
  
5(a)(iii)
  
unless (A)
                  
a Required
  
Ratings
  
Downgrade Event has occurred and been continuing for 30 or more
Local Business
                  
Days and (B) such
  
failure is not
  
remedied on or before the third Local
  
Business Day after notice
                  
of such failure is given to Party A.
 
(iv)
     
The
  
"MISREPRESENTATION"
  
provisions of Section 5(a)(iv) will apply to Party A and will not
apply to Party
                  
B.
 
(v)
      
The "DEFAULT UNDER
  
SPECIFIED
  
TRANSACTION"
  
provisions of Section
  
5(a)(v) will apply to Party A and will
                 
 
not apply to Party B.
 
(vi)
     
The "CROSS
  
DEFAULT"
  
provisions of Section
  
5(a)(vi) will apply to Party A and will not apply to Party B;
                  
provided,
  
however, that,
  
notwithstanding the foregoing, an Event of Default shall not occur
under
                  
either Section
  
5(a)(vi)(1) or Section
  
5(a)(vi)(2) if (A) (I) the default,
  
or other similar event
                  
or
  
condition
  
referred
  
to in Section
  
5(a)(vi)(1)
  
or the
  
failure to pay
  
referred to in Section
                  
5(a)(vi)(2) is a failure to pay or deliver caused by an error or
omission of an
  
administrative
  
or
                  
operational
  
nature,
  
and (II) funds or the asset to be delivered
  
were
  
available to such party to
                  
enable it to make the relevant
  
payment or delivery
  
when due and (III) such payment or delivery is
                  
made within three (3) Local
  
Business Days
  
following
  
receipt of written notice from an interested
                  
party of such failure to pay, or (B) such party was
  
precluded
  
from paying,
  
or was unable to pay,
                  
using
  
reasonable
  
means,
  
through the office of the party through which it was acting for
purposes
                  
of the relevant Specified
  
Indebtedness,
  
by reason of force majeure,
  
act of State,
  
illegality or
                  
impossibility.
 
                  
For purposes of Section 5(a)(vi), solely with respect to Party A:
 
                  
"Specified
  
Indebtedness"
  
will have the
  
meaning
  
specified
  
in Section 14 , except that such term
                  
shall not include
  
obligations in respect of deposits
  
received in the ordinary course of Party A's
                  
banking business.
 
                  
"Threshold
  
Amount"
  
means with
  
respect to Party A an amount 
 
equal to three
  
percent
  
(3%) of the
                  
Shareholders' Equity of Party A or, if applicable, the Eligible
Guarantor.
 
                  
"Shareholders'
  
Equity"
  
means with
  
respect to an
  
entity,
  
at any time,
  
the sum (as shown in the
      
            
most
  
recent
  
annual
  
audited
  
financial
  
statements
  
of
  
such
  
entity)
  
of (i) its
  
capital
  
stock
                  
(including
  
preferred stock)
  
outstanding,
  
taken at par value,
  
(ii) its capital surplus and (iii)
                  
its retained
  
earnings,
  
minus (iv)
  
treasury
  
stock,
  
each to be
  
determined
  
in
  
accordance
  
with
                  
generally accepted accounting principles.
 
(vii)
    
The
  
"BANKRUPTCY"
  
provisions of Section
  
5(a)(vii) will apply to Party A and will apply to Party B except
                  
that the provisions of Section
  
5(a)(vii)(2),
  
(6) (to the extent that such provisions refer to any
                  
appointment
  
contemplated or effected by the Pooling and Servicing
  
Agreement or any appointment to
       
           
which Party B has not become
  
subject),
  
(7) and (9) will not apply to Party B; provided that, with
                  
respect
  
to Party B only,
  
Section
  
5(a)(vii)(4)
  
is
  
hereby
  
amended
  
by
  
adding
  
after
  
the words
                  
"against it" the words
  
"(excluding
  
any proceeding or petition
  
instituted or presented by Party A
                  
or its
  
Affiliates)",
  
and Section
  
5(a)(vii)(8)
  
is hereby
  
amended by deleting
  
the words "to (7)
                  
inclusive" and inserting lieu thereof ", (3), (4) as amended, (5),
(6) as amended, or (7)".
 
(viii)
   
The "MERGER
  
WITHOUT
  
ASSUMPTION"
  
provisions of Section
  
5(a)(viii)
  
will apply to Party A and will apply
                  
to Party B.
 
(d)
      
TERMINATION EVENTS.
 
         
The statement
  
below that a Termination
  
Event will apply to a specific party means that upon the occurrence
         
of such a Termination
  
Event, if such specific party is the Affected Party with respect to
a Tax Event,
  
the
         
Burdened
  
Party with respect to a Tax Event Upon Merger
  
(except as noted below) or the
  
non-Affected
  
Party
         
with
  
respect to a Credit Event Upon Merger,
  
as the case may be, such
  
specific
  
party shall have the right
         
to designate an Early
  
Termination
  
Date in accordance
  
with Section 6 of this
  
Agreement;
  
conversely,
  
the
         
statement
  
below that such an event will not apply to a specific
  
party means that such party shall not have
         
such right;
  
provided,
  
however,
  
with respect to "Illegality" the statement that such event will
apply to a
         
specific
  
party
  
means that upon the
  
occurrence
  
of such a
  
Termination
  
Event with
  
respect to such party,
         
either party shall have the right to designate an Early
  
Termination
  
Date in
  
accordance
  
with Section 6 of
         
this Agreement.
 
         
(i)
      
The "ILLEGALITY" provisions of Section 5(b)(i) will apply to Party
A and will apply to Party B.
 
         
(ii)
     
The "TAX EVENT"
  
provisions of Section
  
5(b)(ii) will apply to Party A except that, for purposes of
                  
the
  
application
  
of Section
  
5(b)(ii) to Party A, Section
  
5(b)(ii) is hereby
  
amended by deleting
                  
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)",
  
and the "TAX
              
    
EVENT" provisions of Section 5(b)(ii) will apply to Party B.
 
         
(iii)
    
The "TAX EVENT UPON MERGER"
  
provisions of Section
  
5(b)(iii)
  
will apply to Party A and will apply
                  
to Party B, 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.
 
         
(iv)
     
The "CREDIT EVENT UPON MERGER"
  
provisions
  
of Section
  
5(b)(iv) will not apply to Party A and will
                  
not apply to Party B.
 
(e)
      
The
  
"AUTOMATIC
  
EARLY
  
TERMINATION"
  
provision of Section 6(a) will not apply to Party A and will not
apply
         
to Party B.
 
(f)
       
PAYMENTS ON EARLY TERMINATION.
  
For the purpose of Section 6(e) of this Agreement:
 
(i)
      
Market
  
Quotation
  
will apply,
  
provided,
  
however,
  
that, in the event of a Derivative
  
Provider
  
Trigger
                  
Event, the following provisions will apply:
 
                  
(A)
      
The
  
definition
  
of Market
  
Quotation
  
in Section 14 shall be deleted in its
  
entirety and
                           
replaced with the following:
 
                           
"MARKET
  
QUOTATION"
  
means,
  
with respect to one or more Terminated
  
Transactions,
  
a Firm
              
             
Offer which is (1) made by a Reference
  
Market-maker that is an Eligible Replacement,
  
(2)
                           
for an amount that would be paid to Party B (expressed
  
as a negative
  
number) or by Party
                           
B (expressed as a positive number) in
  
consideration
  
of an agreement
  
between Party B and
                           
such Reference Market-maker to enter into a Replacement
  
Transaction,
  
and (3) made on the
                           
basis
  
that
  
Unpaid
  
Amounts
  
in
  
respect
  
of
  
the
  
Terminated
  
Transaction
  
or
  
group
  
of
                           
Transactions
  
are to be excluded
  
but,
  
without
  
limitation,
  
any payment or delivery that
                           
would,
  
but
  
for the
  
relevant
  
Early
  
Termination
  
Date,
  
have
  
been
  
required
  
(assuming
                           
satisfaction of each applicable
  
condition precedent) after that Early Termination Date is
                           
to be included.
 
                  
(B)
      
The
  
definition
  
of
  
Settlement
  
Amount shall be deleted in its entirety and replaced with
                           
the following:
 
                           
"SETTLEMENT
  
AMOUNT"
  
means,
  
with respect to any Early
  
Termination
  
Date,
  
an amount (as
                           
determined by Party B) equal to:
 
                           
(a)
      
If a
  
Market
  
Quotation
  
for the
  
relevant
  
Terminated
  
Transaction
  
or
  
group of
                                    
Terminated
  
Transactions
  
is accepted by Party B so as to become legally
  
binding
                                    
on or before the day falling ten Local
  
Business
  
Days after the day on which the
                                    
Early
  
Termination
  
Date is designated,
  
or such later day as Party B may specify
      
                              
in writing to Party A, but in either
  
case no later than one Local
  
Business
  
Day
                                    
prior to the Early
  
Termination
  
Date (such day,
  
the "Latest
  
Settlement
  
Amount
                          
          
Determination
  
Day"), the Termination
  
Currency Equivalent of the amount (whether
                                    
positive or negative) of such Market Quotation;
 
                           
(b)
      
If, on 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
  
from
  
Approved
  
Replacements
  
have been made and
  
remain
  
capable
  
of
                                    
becoming legally binding upon acceptance,
  
the Settlement
  
Amount shall equal the
 
                                   
Termination
  
Currency
  
Equivalent of the amount (whether positive or negative) of
                                    
the lowest of such Market
  
Quotations (for the avoidance of doubt,
  
the lowest of
                     
               
such
  
Market
  
Quotations
  
shall be the lowest
  
Market
  
Quotation
  
of such
  
Market
                                    
Quotations
  
expressed as a positive
  
number or, if any of such Market
  
Quotations
                                    
is expressed as a negative number,
  
the Market Quotation
  
expressed as a negative
                                    
number with the largest absolute value); or
 
                           
(c)
      
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
  
Quotation from
                                    
an
  
Approved
  
Replacement
  
remains
  
capable
  
of
  
becoming
  
legally
  
binding
  
upon
                                    
acceptance,
  
the Settlement
  
Amount shall equal Party B's Loss (whether
  
positive
                    
                
or
  
negative
  
and
  
without
  
reference
  
to any Unpaid
  
Amounts)
  
for the
  
relevant
                                    
Terminated Transaction or group of Terminated Transactions.
 
                  
(C)
      
If Party B requests Party A in writing to obtain Market Quotations,
  
Party A shall use its
                           
reasonable efforts to do so before the Latest Settlement Amount
Determination Day.
 
                  
(D)
      
If the Settlement Amount is a negative number,
  
Section 6(e)(i)(3) shall be deleted in its
                           
entirety and replaced with the following:
 
                           
"(3) Second Method and Market Quotation.
  
If the Second Method and Market Quotation apply,
                           
(I) Party B shall pay to Party A an amount equal to the absolute
  
value of the
  
Settlement
                           
Amount in respect of the
  
Terminated
  
Transactions,
  
(II) Party B shall pay to Party A the
                           
Termination
  
Currency
  
Equivalent of the Unpaid Amounts owing to Party A and (III) Party A
                           
shall pay to Party B the
  
Termination
  
Currency
  
Equivalent of the Unpaid Amounts owing to
                           
Party B; provided,
  
however,
  
that (x) the amounts payable under the immediately preceding
                           
clauses
  
(II) and (III) shall be subject to netting in
  
accordance
  
with
  
Section
  
2(c) of
                           
this Agreement and (y) notwithstanding
  
any other provision of this Agreement,
  
any amount
                           
payable by Party A under the
  
immediately
  
preceding
  
clause (III) shall not be netted-off
                           
against any amount payable by Party B under the immediately
preceding clause (I)."
 
       
           
(E)
      
At any time on or before the Latest
  
Settlement
  
Amount
  
Determination Day at which two or
                           
more Market
  
Quotations
  
from Approved
  
Replacements
  
remain
  
capable of becoming
  
legally
                           
binding
  
upon
  
acceptance,
  
Party B shall be
  
entitled
  
to accept
  
only the lowest of such
                           
Market
  
Quotations (for the avoidance of doubt, the lowest of such Market
Quotations shall
                           
be the lowest Market
  
Quotation of such Market
  
Quotations
  
expressed as a positive number
                           
or, if any of such
  
Market
  
Quotations
  
is
  
expressed
  
as a
  
negative
  
number,
  
the Market
                           
Quotation expressed as a negative number with the largest absolute
value).
 
(ii)
     
The Second Method will apply.
 
(g)
      
"TERMINATION CURRENCY" means USD.
 
(h)
      
ADDITIONAL TERMINATION EVENTS.
  
Additional Termination Events will apply as provided in Part 5(c).
 
 
 



 
 
 
PART 2.
           
TAX MATTERS.
 
(a)
      
TAX REPRESENTATIONS.
 
         
(i)
      
PAYER REPRESENTATIONS.
  
For the purpose of Section 3(e) of this Agreement:
 
                  
(A)
      
Party A makes the following representation(s):
 
                           
It is not
  
required by any
  
applicable
  
law, as modified by the practice of any relevant
                           
governmental
  
revenue authority,
  
of any Relevant
  
Jurisdiction to make any deduction or
                           
withholding
  
for or on account of any Tax from any payment
  
(other than
  
interest
  
under
                           
Section
  
2(e),
  
6(d)(ii) or 6(e) of this
  
Agreement) to be made by it to the other party
                           
under this
  
Agreement.
  
In making this
  
representation,
  
it may rely on: the accuracy of
                           
any
  
representations
  
made
  
by
  
the
  
other
  
party
  
pursuant
  
to
  
Section
  
3(f)
  
of
  
this
                           
Agreement;
  
(ii) the
  
satisfaction
  
of the
  
agreement
  
contained
  
in Section
  
4(a)(i) or
                           
4(a)(iii)
  
of
  
this
  
Agreement
  
and
  
the
  
accuracy
  
and
  
effectiveness
  
of any
  
document
                           
provided
  
by
  
the
  
other
  
party
  
pursuant
  
to
  
Section
  
4(a)(i)
  
or
  
4(a)(iii)
  
of
  
this
                        
   
Agreement;
  
and (iii) the
  
satisfaction of the agreement of the other party contained in
                           
Section
  
4(d)
  
of this
  
Agreement,
  
provided
  
that
  
it
  
shall
  
not be a
  
breach
  
of this
                           
representation
  
where
  
reliance
  
is placed on clause
  
(ii) and the other
  
party does not
                           
deliver a form or document
  
under Section
  
4(a)(iii) by reason of material
  
prejudice to
                           
its legal or commercial position.
 
          
        
(B)
      
Party B makes the following representation(s):
 
                           
None.
 
         
(ii)
     
PAYEE REPRESENTATIONS.
  
For the purpose of Section 3(f) of this Agreement:
 
                  
(A)
      
Party A makes the following representation(s):
 
                           
It
  
is
  
a
  
"foreign
  
person"
  
within
  
the
  
meaning
  
of
  
the
  
applicable
  
U.S.
   
Treasury
                           
Regulations
  
concerning
  
information
  
reporting and backup withholding tax (as in effect
            
               
on January 1, 2001),
  
unless
  
Party A provides
  
written
  
notice to Party B that it is no
                           
longer a foreign
  
person.
  
In
  
respect
  
of any
  
Transaction
  
it enters
  
into
  
through an
                           
office or
  
discretionary
  
agent in the United States or which otherwise is allocated for
                           
United
  
States
  
federal
  
income tax
  
purposes to such United
  
States
  
trade or makes the
                           
following representation(s):
 
   
               
(B)
      
Party B makes the following representation(s):
 
                           
None.
 
(b)
      
TAX PROVISIONS.
 
         
(i)
      
GROSS
  
UP.
  
Section
  
2(d)(i)(4)
  
shall not apply to Party B as X, and
  
Section
  
2(d)(ii)
  
shall not
      
            
apply to Party B as Y, in each case such that Party B shall not be
required
  
to pay any
  
additional
                  
amounts referred to therein.
 
         
(ii)
     
INDEMNIFIABLE
  
TAX.
  
The
  
definition
  
of
  
"Indemnifiable
  
Tax"
  
in
  
Section
  
14 is
  
deleted
  
in its
                  
entirety and replaced with the following:
 
                  
"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.
 
 (a)
     
For the purpose of Section 4(a)(i), tax forms, documents, or
certificates to be delivered are:
 
PARTY REQUIRED TO
      
FORM/DOCUMENT/
                                     
DATE BY WHICH TO
DELIVER DOCUMENT
       
CERTIFICATE
                                        
BE DELIVERED
Party A
                
A
  
correct,
  
complete
  
and
  
duly
  
executed
  
U.S.
   
(i) upon
  
execution of this
  
Agreement,
  
(ii)
                       
Internal
  
Revenue
  
Service
  
Form W-8ECI or other
   
on or before
  
the first
  
payment
  
date
  
under
                       
applicable
   
form
   
(or
   
successor
    
thereto),
   
this Agreement,
  
including any Credit Support
                       
together
  
with
  
appropriate
  
attachments,
   
that
  
 
Document,
  
(iii) promptly upon the reasonable
                       
eliminates U.S.
  
federal
  
withholding and backup
   
demand
  
by
  
Party
  
B,
   
(iv)
   
prior
  
to
  
the
                       
withholding
  
Tax on
  
payments
  
to
  
Party A under
   
expiration or
  
obsolescence of any previously
                       
this Agreement.
                                    
delivered
  
form,
  
and (v)
  
promptly
  
upon the
                                                                   
      
information on any such previously
  
delivered
                                                                   
      
form becoming inaccurate or incorrect.
Party B
                
Party B will
  
deliver at closing
  
completed
  
and
   
(i) upon
  
execution of this
  
Agreement,
  
(ii)
        
               
executed United States Internal
  
Revenue Service
   
on or before
  
the first
  
payment
  
date
  
under
                       
Form
  
W-9
  
or
  
other
  
applicable
  
form
  
(or
  
any
   
this Agreement,
  
including any Credit Support
                       
successor
  
thereto) with respect to any payments
   
Document,
  
(iii) promptly upon the reasonable
                       
received
  
or to be
  
received
  
by Party
  
B,
  
that
   
demand
  
by
  
Party
  
A,
   
(iv)
   
prior
  
to
  
the
                       
eliminates U.S.
  
federal
  
withholding and backup
   
expiration or
  
obsolescence of any previously
                       
withholding
  
Tax on
  
payments
  
to
  
Party B under
   
delivered
  
form, and (v) promptly upon actual
                       
this Agreement,
  
and may deliver other tax forms
   
knowledge
  
that the
  
information
  
on any such
                       
relating to the beneficial
  
owner of payments to
   
previously
     
delivered
     
form
    
becoming
                       
Party B under this Agreement from time to time.
  
  
inaccurate or incorrect.
 
 
 
 
 



 
 
 
(b)
      
For the purpose of Section 4(a)(ii), other documents to be
delivered (unless otherwise publicly available)
are:
 
PARTY REQUIRED TO
      
FORM/DOCUMENT/
                           
DATE BY WHICH TO
                 
        
COVERED BY
DELIVER DOCUMENT
       
CERTIFICATE
                              
BE DELIVERED
                             
SECTION 3(D)
                                                                   
                                     
REPRESENTATION
Party A and
            
Any
   
documents
   
required
   
by
   
the
    
Upon the execution and delivery of
       
Yes
Party B
                
receiving
   
party
  
to
  
evidence
   
the
    
this Agreement
                       
authority of the delivering
  
party or
      
                 
its Credit Support Provider,
  
if any,
                       
for it to
  
execute
  
and
  
deliver
  
the
                       
Agreement,
  
this
  
Confirmation,
   
and
                       
any
  
Credit
   
Support
   
Documents
  
to
                  
     
which it is a party,
  
and to evidence
                       
the
   
authority
  
of
  
the
   
delivering
                       
party or its Credit Support
  
Provider
                       
to perform its obligations
  
under the
                       
Agreement,
  
this Confirmation and any
                       
Credit Support Document,
  
as the case
                       
may be
Party A and
            
A certificate of an authorized
  
officer
  
Upon the execution and delivery of
       
Yes
Party B
                
of the party,
  
as to the incumbency and
  
this Agreement
                       
authority
  
of the
  
respective
  
officers
                       
of the
  
party
  
signing
  
the
  
Agreement,
                       
this
  
Confirmation,
  
and
  
any
  
relevant
             
          
Credit
  
Support
  
Document,
  
as the case
                       
may be
Party A
                
Annual
  
Report
  
of
  
Party A
  
containing
  
Promptly upon becoming publicly
          
Yes
                       
consolidated
    
financial
    
statements
  
available
                       
certified
  
by
   
independent
   
certified
                       
public
   
accountants
  
and
  
prepared
  
in
                       
accordance
   
with
  
generally
   
accepted
                       
accounting
  
principles
  
in the
  
country
                       
in which Party A is organized
Party A
                
Quarterly
   
Financial
   
Statements
   
of
  
Promptly upon becoming publicly
          
Yes
                       
Party
    
A
    
containing
     
unaudited,
  
available
                 
      
consolidated
  
financial
  
statements
  
of
                       
Party A's fiscal
  
quarter
  
prepared
  
in
                       
accordance
   
with
  
generally
   
accepted
                       
accounting
  
principles
  
in the
  
country
                     
  
in which Party A is organized
Party A
                
An
   
opinion
  
of
  
counsel
  
to
  
Party
  
A
  
Upon the execution and delivery of
       
No
                       
acceptable
  
in form
  
and
  
substance
  
to
  
this Agreement
                       
Party B
 
PART 4.
  
MISCELLANEOUS.
 
(a)
      
ADDRESS FOR NOTICES:
  
For the purposes of Section 12(a) of this Agreement:
 
         
Address for notices or communications to Party A:
 
         
Any notice to Party A relating to a
  
particular
  
Transaction
  
shall be delivered to the address or facsimile
         
number
  
specified in the Confirmation of such
  
Transaction.
  
Any notice delivered for purposes of Sections 5
         
and 6 (other
  
than
  
notices
  
under
  
Section
  
5(a)(i)
  
with
  
respect to Party A) of this
  
Agreement
  
shall be
         
delivered to the following address:
 
                                    
Deutsche Bank AG, Head Office
                                    
Taunusanlage 12
                                    
60262 Frankfurt
                                 
   
GERMANY
                                    
Attention:
  
Legal Department
                                    
Fax No:
  
0049 69 910 36097
 
                  
(For all purposes)
 
         
Address for notices or communications to Party B:
 
                  
Address:
          
Deutsche Bank Trust Company Americas
                                    
1761 E. St. Andrew Place
                                    
Santa Ana, CA
  
92705
                  
Attention:
        
Trust Admin - RF0702
                  
Tel:
    
          
714 247 6000
                  
Fax:
              
714 855 1557
 
                  
(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;
  
neither Party A nor Party B has
         
any
  
Offices
  
other than as set forth in the
  
Notices
  
Section
  
and Party A agrees
  
that,
  
for
  
purposes
  
of
         
Section
  
6(b) of this
  
Agreement,
  
it shall not in the future
  
have any Office
  
other than one in the United
         
States.
 
(d)
      
MULTIBRANCH PARTY.
  
For the purpose of Section 10(c) of this Agreement:
 
         
Party A is not a Multibranch Party.
 
         
Party B is not a Multibranch Party.
 
(e)
      
CALCULATION
  
AGENT. The Calculation Agent is Party A; provided,
  
however,
  
that if an Event of Default shall
         
have
  
occurred
  
with
  
respect to Party A, Party B shall
  
have the right to
  
appoint as
  
Calculation
  
Agent a
         
third party, reasonably acceptable to Party A, the cost for which
shall be borne by Party A.
 
(f)
      
CREDIT SUPPORT DOCUMENT.
 
         
Party A:
          
The Credit
  
Support
  
Annex,
  
and any guarantee in support of Party A's
  
obligations
  
under
                           
this Agreement.
 
         
Party B:
          
The Credit Support Annex,
  
solely in respect of Party B's obligations under Paragraph 3(b)
                           
of the Credit Support Annex.
 
(g)
      
CREDIT SUPPORT PROVIDER.
 
         
Party A:
          
The
  
guarantor
  
under any
  
guarantee
  
in
  
support
  
of Party
  
A's
  
obligations
  
under
  
this
                           
Agreement.
 
         
Party B:
          
None.
 
(h)
   
   
GOVERNING
  
LAW.
  
The
  
parties
  
to this
  
Agreement
  
hereby
  
agree that the law of the State of New York shall
         
govern their rights and duties in whole,
  
without
  
regard to the conflict of law
  
provisions
  
thereof
  
other
         
than New York General Obligations Law Sections 5-1401 and 5-1402.
 
(i)
      
NETTING
  
OF
  
PAYMENTS.
  
The
  
parties
  
agree
  
that
  
subparagraph
  
(ii) of
  
Section
  
2(c)
  
will
  
apply to each
         
Transaction hereunder.
 
(j)
      
AFFILIATE.
  
"Affiliate"
  
shall have the meaning
  
assigned
  
thereto in Section 14;
  
provided,
  
however,
  
that
         
Party B shall be deemed to have no
  
Affiliates
  
for purposes of this
  
Agreement,
  
including
  
for purposes of
         
Section 6(b)(ii).
 
 
 
 
 



 
 
 
PART 5.
           
OTHERS PROVISIONS.
 
(a)
      
DEFINITIONS.
  
Unless otherwise
  
specified in a Confirmation,
  
this Agreement and each Transaction under this
         
Agreement
  
are
  
subject
  
to
  
the
  
2000
  
ISDA
  
Definitions
  
as
  
published
  
and
  
copyrighted
  
in
  
2000
  
by the
         
International
  
Swaps and
  
Derivatives
  
Association,
  
Inc. (the
  
"DEFINITIONS"),
  
and will be governed in all
         
relevant
  
respects by the
  
provisions set forth in the
  
Definitions,
  
without regard to any amendment to the
         
Definitions
  
subsequent to the date hereof.
  
The provisions of the
  
Definitions
  
are hereby
  
incorporated by
         
reference in and shall be deemed a part of this Agreement,
  
except that (i) references in the Definitions to
         
a "Swap Transaction" shall be deemed references to a "Transaction"
for purposes of this Agreement,
  
and (ii)
         
references

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