Barclays Bank PLC
                                                5 The North Colonnade
                                                Canary Wharf
                                                London E14 4BB
                                                Tel +44 (0)20 7623 2323

DATE:                   December 21, 2006

TO:                     Wells Fargo Bank, National Association, not
                        individually, but solely as Securities Administrator for
                        Wells Fargo Home Equity Asset-Backed Securities 2006-3
                        Trust, Home Equity Asset-Backed Certificates, Series
                        2006-3

ATTENTION:              Client Manager - WFHET 2006-3

TELEPHONE:              410-884-2000

FACSIMILE:              410-715-2380

FROM:                   Barclays Bank PLC

SUBJECT:                Fixed Income Derivatives Confirmation

REFERENCE NUMBER:       1494273B

The purpose of this long-form confirmation ("Confirmation") is to confirm the
terms and conditions of the Transaction entered into on the Trade Date specified
below (the "Transaction") between Barclays Bank PLC ("Party A") and Wells Fargo
Bank, National Association, not individually, but solely as securities
administrator (the "Securities Administrator") on behalf of the supplemental
interest trust with respect to the Wells Fargo Home Equity Asset-Backed
Securities 2006-3 Trust (the "Trust") ("Party B") created under the Pooling and
Servicing Agreement, dated as of December 21, 2006, among Wells Fargo Asset
Securities Corporation, as Depositor, HSBC Bank USA, National Association, as
Trustee, and Wells Fargo Bank, National Association, in its capacity as Servicer
and as Securities Administrator (the "Base 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
      Base Agreement) or to a "Section of this Agreement" will be construed as a
      reference to a Section of the ISDA Master Agreement; each reference herein
      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:

      Notional Amount:              With respect to any Calculation Period, the
                                    amount set forth for such period on Schedule
                                    I attached hereto.

      Trade Date:                   December 21, 2006

      Effective Date:               December 21, 2006

      Termination Date:             December 25, 2010, which for the purpose of
                                    the final Fixed Rate Payer Calculation
                                    Period is subject to No Adjustment, and for
                                    the purpose of the final Floating Rate Payer
                                    Calculation Period is subject to adjustment
                                    in accordance with the Business Day
                                    Convention.

      Fixed Amounts:

            Fixed Rate Payer:       Party B

            Fixed Rate Payer
            Period End Dates:       The 25th calendar day of each month during
                                    the Term of this Transaction, commencing
                                    January 25, 2007, subject to No Adjustment.

            Fixed Rate Payer
            Payment Dates:          Early Payment shall be applicable. For each
                                    Calculation Period, the Fixed Rate Payer
                                    Payment Date shall be the first Business Day
                                    prior to the related Fixed Rate Payer Period
                                    End Date.

            Fixed Rate:             5.155%

            Fixed Rate Day
            Count Fraction:         30/360

      Floating Amounts:

            Floating Rate Payer:    Party A

            Floating Rate Payer
            Period End Dates:       The 25th calendar day of each month during
                                    the Term of this Transaction, commencing
                                    January 25, 2007, subject to adjustment in
                                    accordance with the Business Day Convention.

            Floating Rate Payer
            Payment Dates:          Early Payment shall be applicable. For each
                                    Calculation Period, the Floating Rate Payer
                                    Payment Date shall be the first Business Day
                                    prior to the related Floating Rate Payer
                                    Period End Date.

            Floating Rate Option:   USD-LIBOR-BBA

            Designated Maturity:    One month

            Floating Rate Day
            Count Fraction:         Actual/360

            Reset Dates:            The first day of each Calculation Period.

            Compounding:            Inapplicable

            Business Days:          New York

            Business Day
            Convention:             Modified Following

            Calculation Agent:      Party A

      Account Details and Settlement Information:

            Payments to Party A:    Correspondent: BARCLAYS BANK PLC NEW YORK
                                    FEED: 026002574
                                    Beneficiary: BARCLAYS SWAPS
                                    Beneficiary Account: 050-01922-8

            Payments to Party B:    Wells Fargo Bank, National Association
                                    ABA #: 121000248
                                    Acct #: 3970771416
                                    Acct. Name: SAS Clearing
                                    Ref: For Further Credit 50975901, WFHET
                                    2006-3 Supplemental Interest
                                    Trust Account

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 not apply to Party A or Party B for any
      purpose.

(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.

      (ii)    The "Breach of Agreement" provisions of Section 5(a)(ii) will
              apply to Party A and will not apply to Party B; provided, however,
              that notwithstanding anything to the contrary in Section 5(a)(ii),
              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)(ii) 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.

      (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 not 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. 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 3% of Party A's shareholders' equity (on a consolidated basis)
              determined in accordance with generally accepted accounting
              principles in Party A's jurisdiction of incorporation or
              organization as at the end of Party A's most recently completed
              fiscal year.

      (vii)   The "Bankruptcy" provisions of Section 5(a)(vii) will apply to
              Party A and Party B; provided that clauses (2), (7) and (9)
              thereof shall not apply to Party B; provided further that clause
              (4) thereof shall not apply to Party B with respect to proceedings
              or petitions instituted or presented by Party A or any Affiliate
              of Party A; provided further that clause (6) shall not apply to
              Party B to the extent that it refers to (i) any appointment that
              is effected by or contemplated in connection with the Base
              Agreement (as defined above) or (ii) any appointment to which
              Party B has not become subject; and provided further that clause
              (8) shall not apply to Party B to the extent that clause (8)
              relates to clauses of Section 5(a)(vii) that are not applicable to
              Party B.

      (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
            and 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 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)   Party A may obtain Market Quotations, and 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):

                  None.

            (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):

                  None.

            (B)   Party B makes the following representation(s):

                  None.

(b)   Tax Provisions.

      (i)   Indemnifiable Tax. Notwithstanding the definition of "Indemnifiable
            Tax" in Section 14 of this Agreement, all Taxes in relation to
            payments by Party A shall be Indemnifiable Taxes unless (i) such
            Taxes are assessed directly against Party B and not by deduction or
            withholding by Party A or (ii) arise as a result of a Change in Tax
            Law (in which case such Tax shall be an Indemnifiable Tax only if
            such Tax satisfies the definition of Indemnifiable Tax provided in
            Section 14). In relation to payments by Party B, no Tax shall be an
            Indemnifiable Tax, unless the Tax is due to a Change in Tax Law and
            otherwise satisfies the definition of Indemnifiable Tax provided in
            Section 14.

Part 3. Agreement to Deliver Documents.

(a)   For the purpose of Section 4(a)(i), tax forms, documents, or certificates
      to be delivered are:

<TABLE>
<CAPTION>
Party required to      Form/Document/                                     Date by which to
deliver document       Certificate                                        be delivered
<S>                    <C>                                                <C>
Party A                Any form or document required or reasonably        Promptly upon reasonable demand by Party B.
                       requested to allow Party B to make payments
                       under the Agreement without any deduction or
                       withholding for or on account of any Tax, or
                       with such deduction or withholding at a reduced
                       rate.
Party B                (i) A correct, complete and duly executed IRS      In each case (a) upon entering into this
                       Form W-9 (or any successor thereto) of the Trust   Agreement, provided however, with respect to
                       that eliminates U.S. federal withholding and       (i), Party B shall apply for the employer
                       backup withholding tax on payments under this      identification number of the Trust promptly
                       Agreement, (ii) if requested by Party A, a         upon entering into this Agreement and deliver
                       correct, complete and executed Form W-8IMY of      the related correct, complete and duly
                       the Trust, and (iii) a complete and executed IRS   executed IRS Form W-9 promptly upon receipt,
                       Form W-9, W-8BEN, W-8ECI, or W-8IMY (with          and in any event, no later than the first
                       attachments) (as appropriate) from each            Payment Date of this Transaction;  (b) in the
                       Certificateholder that is not an "exempt           case of a W-8ECI, W-8IMY, and W-8BEN that
                       recipient" as that term is defined in Treasury     does not include a U.S. taxpayer
                       regulations section 1.6049-4(c)(1)(ii), that       identification number in line 6, before
                       eliminates U.S. federal withholding and backup     December 31 of each third succeeding calendar
                       withholding tax on payments under this Agreement.  year, (c) promptly upon reasonable demand by
                                                                          Party A, and (d) promptly upon learning that any such Form
                                                                          previously provided by Party B has become obsolete or
                                                                          incorrect.
</TABLE>

(b) For the purpose of Section 4(a)(ii), other documents to be delivered are:

<TABLE>
<CAPTION>
Party required to      Form/Document/                           Date by which to                         Covered by
to deliver             Certificate                              be delivered                             Section 3(d)
document                                                                                                 Representation
<S>                    <C>                                      <C>                                      <C>
Party A and            A certificate of an authorized           Upon the execution and delivery of       Yes
Party B                officer of the party (except, with       this Agreement
                       respect to Party B, of the Securities
                       Administrator), as to the incumbency
                       and 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                An opinion of counsel to Party A         Upon the execution and delivery of       No
                       reasonably satisfactory to Party B.      this Agreement
Party B                An opinion of counsel to Party  B        Upon the execution and delivery of       No
                       reasonably satisfactory to Party A.      this Agreement
Party B                An executed copy of the Base Agreement   Within 30 days after the date of this    No
                                                                Agreement.
</TABLE>

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:

      Address:    5 The North Colonnade
                  Canary Wharf
                  London E14 4BB
      Facsimile:  44(20) 777 36461
      Phone:      44(20) 777 36810

      (For all purposes)

      Address for notices or communications to Party B:

      Address:    Wells Fargo Bank, National Association
                  9062 Old Annapolis Road
                  Columbia, Maryland 21045
      Attention:  Client Manager - WFHET 2006-3
      Facsimile:  (410) 715-2380
      Phone:      (410) 884-2000

      (For all purposes)

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

      Party A appoints as its Process Agent: Not applicable.

      Party B appoints as its Process Agent: Not applicable.

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

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

      Party A is not a Multibranch Party.

      Party B is not a Multibranch Party.

(e)   Calculation Agent. The Calculation Agent is 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
      (including any claim or controversy arising out of or relating to this
      Agreement), 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 to a "Transaction" in this Agreement shall
      be deemed references to a "Swap Transaction" for purposes of the
      Definitions. Each term capitalized but not defined in this Agreement shall
      have the meaning assigned thereto in the Base Agreement.

(b)   Amendments to ISDA Master Agreement.

      (i)   Single Agreement. Section 1(c) is hereby amended by the adding the
            words "including, for the avoidance of doubt, the Credit Support
            Annex" after the words "Master Agreement".

      (ii)  Change of Account. Section 2(b) is hereby amended by the addition of
            the following after the word "delivery" in the first line thereof:

            "to another account in the same legal and tax jurisdiction as the
            original account".

      (iv)  Representations. Section 3 is hereby amended by adding at the end
            thereof the following subsection (g):

            "(g) Relationship Between Parties.

                  (1)   Non-Reliance. It is acting for its own account, and it
                        has made its own independent decisions to enter into
                        that Transaction and as to whether that Transaction is
                        appropriate or proper for it based upon its own judgment
                        and upon advice from such advisors as it has deemed
                        necessary. It is not relying on any communication
                        (written or oral) of the other party as investment
                        advice or as a recommendation to enter into that
                        Transaction, it being understood that information and
                        explanations related to the terms and conditions of a
                        Transaction will not be considered investment advice or
                        a recommendation to enter into that Transaction. No
                        communication (written or oral) received from the other
                        party will be deemed to be an assurance or guarantee as
                        to the expected results of that Transaction.

                  (2)   Assessment and Understanding. It is capable of assessing
                        the merits of and understanding (on its own behalf or
                        through independent professional advice), and
                        understands and accepts, the terms, conditions and risks
                        of that Transaction. It is also capable of assuming, and
                        assumes, the risks of that Transaction.

                  (3)   Purpose. It is entering into the Transaction for the
                        purposes of managing its borrowings or investments,
                        hedging its underlying assets or liabilities or in
                        connection with a line of business.

                  (4)   Status of Parties. The other party is not acting as
                        fiduciary for or advisor to it in respect of the
                        Transaction.

                  (5)   Eligible Contract Participant. It is an "eligible
                        contract participant" as defined in Section 1(a)(12) of
                        the Commodity Exchange Act, as amended."

      (v)   Transfer to Avoid Termination Event. Section 6(b)(ii) is hereby
            amended by deleting the words "or if a Tax Event Upon Merger occurs
            and the Burdened Party is the Affected Party."

      (vi)  Jurisdiction. Section 13(b) is hereby amended by: (i) deleting in
            the second line of subparagraph (i) thereof the word "non-" and (ii)
            deleting the final paragraph thereof.

(c)   Additional Termination Events. The following Additional Termination Events
      will apply:

      (i)   First Rating Trigger Collateral. If (A) it is not the case that a
            Moody's Second Trigger Ratings Event has occurred and been
            continuing for 30 or more Local Business Days and (B) Party A has
            failed to comply with or perform any obligation to be complied with
            or performed by Party A in accordance with the Credit Support Annex,
            then an Additional Termination Event shall have occurred with
            respect to Party A and Party A shall be the sole Affected Party with
            respect to such Additional Termination Event.

      (ii)  Second Rating Trigger Replacement. If (A) a Required Ratings
            Downgrade Event has occurred and been continuing for 30 or more
            Local Business Days and (B) (i) at least one Eligible Replacement
            has made a Firm Offer to be the transferee of all of Party A's
            rights and obligations under this Agreement (and such Firm Offer
            remains an offer that will become legally binding upon such Eligible
            Replacement upon acceptance by the offeree) and/or (ii) an Eligible
            Guarantor has made a Firm Offer to provide an Eligible Guarantee
            (and such Firm Offer remains an offer that will become legally
            binding upon such Eligible Guarantor immediately upon acceptance by
            the offeree), then an Additional Termination Event shall have
            occurred with respect to Party A and Party A shall be the sole
            Affected Party with respect to such Additional Termination Event.

      (iii) Amendment of Base Agreement. If, without the prior written consent
            of Party A where such consent is required under the Base Agreement,
            an amendment is made to the Base Agreement (excluding, for the
            avoidance of doubt, any amendment to the Base Agreement that is
            entered into solely for the purpose of appointing a successor
            servicer, master servicer, securities administrator, trustee or
            other service provider) under this Agreement, an Additional
            Termination Event shall have occurred with respect to Party B and
            Party B shall be the sole Affected Party with respect to such
            Additional Termination Event.

      (iv)  Termination of Trust/ Securitization Unwind. If the Trust is
            terminated pursuant to the Base Agreement and all rated certificates
            have been paid in accordance with the terms of the Base Agreement or
            if a Securitization Unwind (as hereinafter defined) occurs, an
            Additional Termination Event shall have occurred with respect to
            Party B and Party B shall be the sole Affected Party with respect to
            such Additional Termination Event. As used herein, "Securitization
            Unwind" means notice of the requisite amount of a party's intention
            to exercise its option to purchase the underlying mortgage loans
            pursuant the Base Agreement is given by the Trustee or the
            Securities Administrator to certificateholders or noteholders, as
            applicable, pursuant to the Base Agreement.

      (v)   Regulation AB.

            (A) If (1) the Depositor still has a reporting obligation with
            respect to this Transaction pursuant to Regulation AB (as defined
            below) and (2) Party A has not, within 30 days after receipt of a
            10% Disclosure Request (as defined below) complied with the
            provisions set forth in clauses (ii) and (iii) of Part 5(q) below
            (provided that if the significance percentage is 10% or more and
            less than 20% when the 10% Disclosure Request is made or reaches 10%
            after a 10% Disclosure Request has been made to Party A, Party A
            must comply with the provisions set forth in clauses (ii) and (iii)
            of Part 5(q) below within 3 calendar days of Party A being informed
            of the significance percentage reaching 10% or more), then an
            Additional Termination Event shall have occurred with respect to
            Party A and Party A shall be the sole Affected Party with respect to
            such Additional Termination Event.

            (B) If (1) the Depositor still has a reporting obligation with
            respect to this Transaction pursuant to Regulation AB and (2) Party
            A has not, within 30 days after receipt of a 20% Disclosure Request
            (as defined below) complied with the provisions set forth in clauses
            (iv) and (v) of Part 5(q) below (provided that if the significance
            percentage is 20% or more when the 20% Disclosure Request is made or
            reaches 20% after a 20% Disclosure Request has been made to Party A,
            Party A must comply with the provisions set forth in clauses (iv)
            and (v) of Part 5(q) below within 3 calendar days of Party A being
            informed of the significance percentage reaching 20% or more), then
            an Additional Termination Event shall have occurred with respect to
            Party A and Party A shall be the sole Affected Party with respect to
            such Additional Termination Event.

(d)   Required Ratings Downgrade Event. In the event that no Relevant Entity has
      credit ratings at least equal to the Required Ratings Threshold of each
      relevant Swap Rating Agency (such event, a "Required Ratings Downgrade
      Event"), then Party A shall, as soon as reasonably practicable and so long
      as a Required Ratings Downgrade Event is in effect, at its own expense,
      use commercially reasonable efforts to procure either (A) a Permitted
      Transfer or (B) an Eligible Guarantee from an Eligible Guarantor.

(e)   Transfers.

      (i) Section 7 is hereby amended to read in its entirety as follows:

            "Subject to Section 6(b)(ii), neither Party A nor Party B is
            permitted to assign, novate or transfer (whether by way of security
            or otherwise) as a whole or in part any of its rights, obligations
            or interests under the Agreement or any Transaction without (a) the
            prior written consent of the other party and (b) satisfaction of the
            Rating Agency Condition, except that:

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

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

            (c)   Party A may transfer or assign this Agreement to any Person,
                  including, without limitation, another of Party A's offices,
                  branches or affiliates (any such Person, office, branch or
                  affiliate, a "Transferee") on at least five Business Days'
                  prior written notice to Party B and the Securities
                  Administrator; provided that, with respect to this clause (c),
                  (A) as of the date of such transfer the Transferee will not be
                  required to withhold or deduct on account of a Tax from any
                  payments under this Agreement unless the Transferee will be
                  required to make payments of additional amounts pursuant to
                  Section 2(d)(i)(4) of this Agreement in respect of such Tax
                  (B) a Termination Event or Event of Default does not occur
                  under this Agreement as a result of such transfer; (C) such
                  notice is accompanied by a written instrument pursuant to
                  which the Transferee acquires and assumes the rights and
                  obligations of Party A so transferred; (D) Party A will be
                  responsible for any costs or expenses incurred in connection
                  with such transfer and (E) Party A obtains in respect of such
                  transfer a written acknowledgement of satisfaction of the
                  Rating Agency Condition (except for Moody's). Party B will
                  execute such documentation as is reasonably deemed necessary
                  by Party A for the effectuation of any such transfer."

      (ii)  If an Eligible Replacement has made a Firm Offer (which remains an
            offer that will become legally binding upon acceptance by Party B)
            to be the transferee pursuant to a Permitted Transfer, Party B
            shall, at Party A's written request and at Party A's expense, take
            any reasonable steps required to be taken by Party B to effect such
            transfer.

      (iii) Upon any transfer of this Agreement, each of the transferee and the
            transferor must be a "dealer in notional principal contracts" for
            purposes of Treasury regulations section 1.1001-4(a). For the
            avoidance of doubt, the Securities Administrator on behalf of Party
            B is not obligated to determine whether each of the transferee and
            the transferor are such "dealers in notional principal contracts."

(f)   Non-Recourse. Party A acknowledges and agree that, notwithstanding any
      provision in this Agreement to the contrary, the obligations of Party B
      hereunder are limited recourse obligations of Party B, payable solely from
      the Trust and the proceeds thereof, in accordance with the priority of
      payments and other terms of the Base Agreement and that Party A will not
      have any recourse to any of the directors, officers, employees,
      shareholders or affiliates of Party B with respect to any claims, losses,
      damages, liabilities, indemnities or other obligations in connection with
      any transactions contemplated hereby. In the event that the Trust and the
      proceeds thereof, should be insufficient to satisfy all claims outstanding
      and following the realization of the account held by the Trust and the
      proceeds thereof, any claims against or obligations of Party B under the
      ISDA Master Agreement or any other confirmation thereunder still
      outstanding shall be extinguished and thereafter not revive. The
      Securities Administrator shall not have liability for any failure or delay
      in making a payment hereunder to Party A due to any failure or delay in
      receiving amounts in the account held by the Trust from the Trust created
      pursuant to the Base Agreement. This provision will survive the
      termination of this Agreement.

(g)   Rating Agency Notifications. Notwithstanding any other provision of this
      Agreement, no Early Termination Date shall be effectively designated
      hereunder by Party B and no transfer of any rights or obligations under
      this Agreement shall be made by either party unless each Swap Rating
      Agency has been given prior written notice of such designation or
      transfer.

(h)   No Set-off. Except as expressly provided for in Section 2(c), Section 6 or
      Part 1(f)(i)(D) hereof, and notwithstanding any other provision of this
      Agreement or any other existing or future agreement, each party
      irrevocably waives any and all rights it may have to set off, net, recoup
      or otherwise withhold or suspend or condition payment or performance of
      any obligation between it and the other party hereunder against any
      obligation between it and the other party under any other agreements.
      Section 6(e) shall be 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.".

(i)   Amendment. Notwithstanding any provision to the contrary in this
      Agreement, no amendment of either this Agreement or any Transaction under
      this Agreement shall be permitted by either party unless each of the Swap
      Rating Agencies has been provided prior written notice of the same and
      each relevant Swap Rating Agency (other than Moody's) confirms in writing
      (including by facsimile transmission) that it will not downgrade, withdraw
      or otherwise modify its then-current ratings of the Certificates.

(j)   Notice of Certain Events or Circumstances. Each Party agrees, upon
      learning of the occurrence or existence of any event or condition that
      constitutes (or that with the giving of notice or passage of time or both
      would constitute) an Event of Default or Termination Event with respect to
      such party, promptly to give the other Party and to each Swap Rating
      Agency notice of such event or condition; provided that failure to provide
      notice of such event or condition pursuant to this Part 5(j) shall not
      constitute an Event of Default or a Termination Event.

(k)   Proceedings. No Relevant Entity shall institute against, or cause any
      other person to institute against, or join any other person in instituting
      against Party B, the Trust, or the trust formed pursuant to the Base
      Agreement, in any bankruptcy, reorganization, arrangement, insolvency or
      liquidation proceedings or other proceedings under any federal or state
      bankruptcy or similar law for a period of one year (or, if longer, the
      applicable preference period) and one day following payment in full of the
      Certificates; provided, however, that nothing will preclude, or be deemed
      to stop, Party A (i) from taking any action prior to the expiration of the
      aforementioned one year and one day period, or if longer the applicable
      preference period then in effect, in (A) any case or proceeding
      voluntarily filed or commenced by Party B or (B) any involuntary
      insolvency proceeding filed or commenced by a Person other than Party A,
      or (ii) from commencing against Party B or any of the Collateral any legal
      action which is not a bankruptcy, reorganization, arrangement, insolvency,
      moratorium, liquidation or similar proceeding. This provision will survive
      the termination of this Agreement.

(l)   Securities Administrator Liability Limitations. It is expressly understood
      and agreed by the parties hereto that (a) this Agreement is executed by
      Wells Fargo Bank, National Association ("Wells Fargo") not in its
      individual capacity, but solely as Securities Administrator under the Base
      Agreement in the exercise of the powers and authority conferred and
      invested in it thereunder; (b) Wells Fargo has been directed pursuant to
      the Base Agreement to enter into this Agreement and to perform its
      obligations hereunder; (c) each of the representations, undertakings and
      agreements herein made on behalf of the Trust is made and intended not as
      personal representations of Wells Fargo but is made and intended for the
      purpose of binding only the Trust; and (d) under no circumstances shall
      Wells Fargo in its individual capacity be personally liable for any
      payments hereunder or for the breach or failure of any obligation,
      representation, warranty or covenant made or undertaken under this
      Agreement.

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

      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.

(n)   Consent to Recording. Each party hereto consents to the monitoring or
      recording, at any time and from time to time, by the other party of any
      and all communications between trading, marketing, and operations
      personnel of the parties and their Affiliates, waives any further notice
      of such monitoring or recording, and agrees to notify such personnel of
      such monitoring or recording.

(o)   Waiver of Jury Trial. Each party waives any right it may have to a trial
      by jury in respect of any in respect of any suit, action or proceeding
      relating to this Agreement or any Credit Support Document.

(p)   Regarding Party A. Party B acknowledges and agrees that Party A, in its
      capacity as swap provider, has had and will have no involvement in and,
      accordingly Party A accepts no responsibility for: (i) the establishment,
      structure, or choice of assets of Party B; (ii) the selection of any
      person performing services for or acting on behalf of Party B; (iii) the
      selection of Party A as the Counterparty; (iv) the terms of the
      Certificates; (v) the preparation of or passing on the disclosure and
      other information (other than disclosure and information furnished by
      Party A) contained in any offering document for the Certificates, the Base
      Agreement, or any other agreements or documents used by Party B or any
      other party in connection with the marketing and sale of the Certificates;
      (vi) the ongoing operations and administration of Party B, including the
      furnishing of any information to Party B which is not specifically
      required under this Agreement; or (vii) any other aspect of Party B's
      existence.

(q)   Compliance with Regulation AB

      (i)   Party A acknowledges that for so long as there are reporting
            obligations with respect to this Transaction under Regulation AB,
            the Depositor, acting on behalf of the Issuing Entity, is required
            under Regulation AB under the Securities Act of 1933, as amended,
            and the Securities Exchange Act of 1934, as amended ("Regulation
            AB"), to disclose certain information set forth in Regulation AB
            regarding Party A or its group of affiliated entities, if
            applicable, depending on the aggregate "significance percentage" of
            this Agreement and any other derivative contracts between Party A or
            its group of affiliated entities, if applicable, and Party B, as
            calculated from time to time in accordance with Item 1115 of
            Regulation AB.

      (ii)  If the Depositor determines, reasonably and in good faith, that the
            significance percentage of this Agreement (and any other derivative
            contracts between Party A or its group of affiliated entities, if
            applicable, and Party B) has increased to eight (8) percent or more
            but less than eighteen (18) percent, then the Depositor may request
            on the date of such determination (or, if such date of determination
            is not a Business Day, the immediately following Business Day) from
            Party A the same information set forth in Item 1115(b)(1) of
            Regulation AB that would have been required if the significance
            percentage had in fact increased to ten (10) percent, along with any
            necessary auditors' consent (such request, a "10% Disclosure
            Request" and such requested information, subject to the last
            sentence of this paragraph, is the "10% Financial Disclosure"). The
            Depositor shall provide Party A with the calculations and any other
            information reasonably requested by Party A with respect to the
            Depositor's determination that led to the 10% Disclosure Request.
            The parties hereto further agree that the 10% Financial Disclosure
            provided to meet the 10% Disclosure Request may be, solely at Party
            A's option, either the information set forth in Item 1115(b)(1) or
            Item 1115(b)(2) of Regulation AB.

      (iii) Upon the occurrence of a 10% Disclosure Request, Party A, at its own
            expense, shall (i) provide the Depositor with the 10% Financial
            Disclosure, (ii) subject to Rating Agency Confirmation, secure
            another entity to replace Party A as party to this Agreement on
            terms substantially similar to this Agreement which entity is able
            to (A) provide the 10% Financial Disclosure and (B) provide an
            indemnity to the Depositor, reasonably satisfactory to the
            Depositor, in relation to the 10% Financial Disclosure or (iii)
            subject to Rating Agency Confirmation, obtain a guaranty of Party
            A's obligations under this Agreement from an affiliate of Party A
            that is able to (A) provide the 10% Financial Disclosure, such that
            disclosure provided in respect of the affiliate will, in the
            judgment of counsel to the Depositor, satisfy any disclosure
            requirements applicable to Party A, and cause such affiliate to
            provide 10% Financial Disclosure and (B) provide an indemnity to the
            Depositor, reasonably satisfactory to the Depositor, in relation to
            the 10% Financial Disclosure. Any such 10% Financial Disclosure
            provided pursuant to this paragraph (iii) shall be in a form
            suitable for conversion to the format required for filing by the
            Depositor with the Securities and Exchange Commission via the
            Electronic Data Gathering and Retrieval System (EDGAR). If permitted
            by Regulation AB, any required 10% Financial Disclosure may be
            provided by incorporation by reference from reports filed pursuant
            to the Securities Exchange Act.

      (iv)  If the Depositor determines, reasonably and in good faith, that the
            significance percentage of this Agreement (and any other derivative
            contracts between Party A or its group of affiliated entities, if
            applicable, and Party B) has increased to eighteen (18) percent or
            more, then the Depositor may request on the date of such
            determination (or, if such date of determination is not a Business
            Day, the immediately following Business Day) from Party A the same
            information set forth in Item 1115(b)(2) of Regulation AB that would
            have been required if the significance percentage had in fact
            increased to twenty (20) percent, along with any necessary auditors
            consent (such request, a "20% Disclosure Request" and such requested
            information is the "20% Financial Disclosure"). Party B or the
            Depositor shall provide Party A with the calculations and any other
            information reasonably requested by Party A with respect to the
            Depositor's determination that led to the 20% Disclosure Request.

      (v)   Upon the occurrence of a 20% Disclosure Request, Party A, at its own
            expense, shall (i) provide the Depositor with the 20% Financial
            Disclosure, (ii) subject to Rating Agency Confirmation, secure
            another entity to replace Party A as party to this Agreement on
            terms substantially similar to this Agreement which entity is able
            to (A) provide the 20% Financial Disclosure and (B) provide an
            indemnity to the Depositor, reasonably satisfactory to the
            Depositor, in relation to the 20% Financial Disclosure or (iii)
            subject to Rating Agency Confirmation, obtain a guaranty of Party
            A's obligations under this Agreement from an affiliate of Party A
            that is able to (A) provide the 20% Financial Disclosure, such that
            disclosure provided in respect of the affiliate will, in the
            judgment of counsel to the Depositor, satisfy any disclosure
            requirements applicable to Party A, and cause such affiliate to
            provide 20% Financial Disclosure and (B) provide an indemnity to the
            Depositor, reasonably satisfactory to the Depositor, in relation to
            the 20% Financial Disclosure. Any such 20% Financial Disclosure
            provided pursuant to this paragraph (v) shall be in a form suitable
            for conversion to the format required for filing by the Depositor
            with the Securities and Exchange Commission via the Electronic Data
            Gathering and Retrieval System (EDGAR). If permitted by Regulation
            AB, any required 20% Financial Disclosure may be provided by
            incorporation by reference from reports filed pursuant to the
            Securities Exchange Act.

(r)   Additional Definitions.

      Capitalized terms used herein and not otherwise defined herein shall have
      the meanings assigned to such terms in the Base Agreement. In addition, as
      used in this Agreement, the following terms shall have the meanings set
      forth below, unless the context clearly requires otherwise:

            "Approved Ratings Threshold" means each of the S&P Approved Ratings
            Threshold, the Moody's First Trigger Ratings Threshold and the Fitch
            First Trigger Ratings Threshold.

            "Approved Replacement" means, with respect to a Market Quotation, an
            entity making such Market Quotation, which entity would satisfy
            conditions (a), (b), (c) and (e) of the definition of Permitted
            Transfer if such entity were a Transferee, as defined in the
            definition of Permitted Transfer.

            "Derivative Provider Trigger Event" means (i) an Event of Default
            with respect to which Party A is a Defaulting Party, (ii) a
            Termination Event (other than Illegality or Tax Event) with respect
            to which Party A is the sole Affected Party or (iii) an Additional
            Termination Event with respect to which Party A is the sole Affected
            Party.

            "Eligible Guarantee" means an unconditional and irrevocable
            guarantee of all present and future obligations (for the avoidance
            of doubt, not limited to payment obligations) of Party A or an
            Eligible Replacement to Party B under this Agreement that is
            provided by an Eligible Guarantor as principal debtor rather than
            surety and that is directly enforceable by Party B, the form and
            substance of which guarantee are subject to the Rating Agency
            Condition, and either (A) a law firm has given a legal opinion
            confirming that none of the guarantor's payments to Party B under
            such guarantee will be subject to Tax collected by withholding or
            (B) such guarantee provides that, in the event that any of such
            guarantor's payments to Party B are subject to Tax collected by
            withholding, such guarantor is required to pay such additional
            amount as is necessary to ensure that the net amount actually
            received by Party B (free and clear of any Tax collected by
            withholding) will equal the full amount Party B would have received
            had no such withholding been required.

            "Eligible Guarantor" means an entity that (A) has credit ratings at
            least equal to the Approved Ratings Threshold or (B) has credit
            ratings at least equal to the Required Ratings Threshold, provided,
            for the avoidance of doubt, that an Eligible Guarantee of an
            Eligible Guarantor with credit ratings below the Approved Ratings
            Threshold will not cause a Collateral Event (as defined in the
            Credit Support Annex) not to occur or continue.

            "Eligible Replacement" means an entity (A) that has credit ratings
            at least equal to the Approved Ratings Threshold, (B) has credit
            ratings at least equal to the Required Ratings Threshold, provided,
            for the avoidance of doubt, that an Eligible Guarantee of an
            Eligible Guarantor with credit ratings below the Approved Ratings
            Threshold will not cause a Collateral Event (as defined in the
            Credit Support Annex) not to occur or continue, or (C) the present
            and future obligations (for the avoidance of doubt, not limited to
            payment obligations) of which entity to Party B under this Agreement
            (or any replacement agreement, as applicable) are guaranteed
            pursuant to an Eligible Guarantee provided by an Eligible Guarantor.

            "Firm Offer" means (A) with respect to an Eligible Replacement, a
            quotation from such Eligible Replacement (i) in an amount equal to
            the actual amount payable by or to Party B in consideration of an
            agreement between Party B and such Eligible Replacement to replace
            Party A as the counterparty to this Agreement by way of novation or,
            if such novation is not possible, an agreement between Party B and
            such Eligible Replacement to enter into a Replacement Transaction
            (assuming that all Transactions hereunder become Terminated
            Transactions), and (ii) that constitutes an offer by such Eligible
            Replacement to replace Party A as the counterparty to this Agreement
            or enter a Replacement Transaction that will become legally binding
            upon such Eligible Replacement upon acceptance by Party B, and (B)
            with respect to an Eligible Guarantor, an offer by such Eligible
            Guarantor to provide an Eligible Guarantee that will become legally
            binding upon such Eligible Guarantor upon acceptance by the offeree.

            "Fitch" means Fitch Ratings Ltd., or any successor thereto.

            "Fitch First Trigger Ratings Threshold" means, with respect to Party
            A, the guarantor under an Eligible Guarantee or an Eligible
            Replacement, a long-term unsecured and unsubordinated debt rating
            from Fitch of "A" and a short-term unsecured and unsubordinated debt
            rating from Fitch of "F1".

            "Fitch Second Trigger Ratings Threshold" means, with respect to
            Party A, the guarantor under an Eligible Guarantee or an Eligible
            Replacement, a long-term unsecured and unsubordinated debt rating
            from Fitch of "BBB-" or a short-term unsecured and unsubordinated
            debt rating from Fitch of "F3", if applicable.

            "Moody's" means Moody's Investors Service, Inc., or any successor
            thereto.

            "Moody's First Trigger Ratings Threshold" means, with respect to
            Party A, the guarantor under an Eligible Guarantee or an Eligible
            Replacement, (i) if such entity has a short-term unsecured and
            unsubordinated debt rating from Moody's, a long-term unsecured and
            unsubordinated debt rating or counterparty rating from Moody's of
            "A2" and a short-term unsecured and unsubordinated debt rating from
            Moody's of "Prime-1", or (ii) if such entity does not have a
            short-term unsecured and unsubordinated debt rating from Moody's, a
            long-term unsecured and unsubordinated debt rating or counterparty
            rating from Moody's of "A1".

            "Moody's Second Trigger Ratings Event" means that no Relevant Entity
            has credit ratings from Moody's at least equal to the Moody's Second
            Trigger Rating Threshold.

            "Moody's Second Trigger Ratings Threshold" means, with respect to
            Party A, the guarantor under an Eligible Guarantee or an Eligible
            Replacement, (i) if such entity has a short-term unsecured and
            unsubordinated debt rating from Moody's, a long-term unsecured and
            unsubordinated debt rating or counterparty rating from Moody's of
            "A3" and a short-term unsecured and unsubordinated debt rating from
            Moody's of "Prime-2", or (ii) if such entity does not have a
            short-term unsecured and unsubordinated debt rating from Moody's, a
            long-term unsecured and unsubordinated debt rating or counterparty
            rating from Moody's of "A3".

            "Permitted Transfer" means a transfer by novation by Party A to a
            transferee (the "Transferee") of all, but not less than all, of
            Party A's rights, liabilities, duties and obligations under this
            Agreement, with respect to which transfer each of the following
            conditions is satisfied: (a) the Transferee is an Eligible
            Replacement that is a recognized dealer in interest rate swaps, (b)
            as of the date of such transfer the Transferee would not be required
            to withhold or deduct on account of Tax from any payments under this
            Agreement or would be required to gross up for such Tax under
            Section 2(d)(i)(4), (c) an Event of Default or Termination Event
            would not occur as a result of such transfer, (d) Party B has
            consented in writing to the transfer, such consent not to be
            unreasonably withheld, (e) the transfer would not give rise to a
            taxable event or any other adverse Tax consequences to Party B or
            its interest holders, (f) pursuant to a written instrument (the
            "Transfer Agreement"), the Transferee acquires and assumes all
            rights and obligations of Party A under the Agreement and the
            relevant Transaction, (g) such Transfer Agreement is effective to
            transfer to the Transferee all, but not less than all, of Party A's
            rights and obligations under the Agreement and all relevant
            Transactions; (h) Party A will be responsible for any costs or
            expenses incurred in connection with such transfer (including any
            replacement cost of entering into a replacement transaction); (i)
            Moody's has been given prior written notice of such transfer and the
            Rating Agency Condition (other than with respect to Moody's) is
            satisfied; and (j) such transfer otherwise complies with the terms
            of the Base Agreement.

            "Rating Agency Condition" means, with respect to any particular
            proposed act or omission to act hereunder that the party acting or
            failing to act must consult with each of the relevant Swap Rating
            Agencies and receive from each such Swap Rating Agency a prior
            written confirmation that the proposed action or inaction would not
            cause a downgrade or withdrawal of the then-current rating of any
            Certificates; provided, however, with respect to Moody's, the Rating
            Agency Condition will be satisfied upon the delivery of written
            notice to Moody's of such proposed act or omission to act where
            consultation with each of the relevant Swap Rating Agencies is
            required.

            "Relevant Entity" means Party A and, to the extent applicable, a
            guarantor under an Eligible Guarantee.

            "Replacement Transaction" means, with respect to any Terminated
            Transaction or group of Terminated Transactions, a transaction or
            group of transactions that (i) would have the effect of preserving
            for Party B the economic equivalent of any payment or delivery
            (whether the underlying obligation was absolute or contingent and
            assuming the satisfaction of each applicable condition precedent) by
            the parties under Section 2(a)(i) in respect of such Terminated
            Transaction or group of Terminated Transactions that would, but for
            the occurrence of the relevant Early Termination Date, have been
            required after that Date, and (ii) has terms which are substantially
            the same as this Agreement, including, without limitation, rating
            triggers, Regulation AB compliance, and credit support
            documentation, save for the exclusion of provisions relating to
            Transactions that are not Terminated Transaction.

            "Required Ratings Downgrade Event" shall have the meaning assigned
            thereto in Part 5(d).

            "Required Ratings Threshold" means each of the S&P Required Ratings
            Threshold, the Moody's Second Trigger Ratings Threshold and the
            Fitch Second Trigger Ratings Threshold.

            "S&P" means Standard & Poor's Rating Services, a division of The
            McGraw-Hill Companies, Inc., or any successor thereto.

            "S&P Approved Ratings Threshold" means, with respect to Party A, the
            guarantor under an Eligible Guarantee or an Eligible Replacement, a
            short-term unsecured and unsubordinated debt rating from S&P of
            "A-1", or, if such entity does not have a short-term unsecured and
            unsubordinated debt rating from S&P, a long-term unsecured and
            unsubordinated debt rating from S&P of "A+".

            "S&P Required Ratings Threshold" means, with respect to Party A, the
            guarantor under an Eligible Guarantee or an Eligible Replacement, a
            long-term unsecured and unsubordinated debt rating from S&P of
            "BBB+".

            "Swap Rating Agencies" means, with respect to any date of
            determination, each of S&P, Moody's, and Fitch, but only to the
            extent that each such rating agency is then providing a rating for
            any of the certificates issued under the Base Agreement.

               [Remainder of this page intentionally left blank.]

<PAGE>

The time of dealing will be confirmed by Party A upon written request. Barclays
is regulated by the Financial Services Authority. Barclays is acting for its own
account in respect of this Transaction.

Please confirm that the foregoing correctly sets forth all the terms and
conditions of our agreement with respect to the Transaction by responding within
three (3) Business Days by promptly signing in the space provided below and both
(i) faxing the signed copy to Incoming Transaction Documentation, Barclays
Capital Global OTC Transaction Documentation & Management, Global Operations,
Fax +(44) 20-7773-6810/6857, Tel +(44) 20-7773-6901/6904/6965, and (ii) mailing
the signed copy to Barclays Bank PLC, 5 The North Colonnade, Canary Wharf,
London E14 4BB, Attention of Incoming Transaction Documentation, Barclays
Capital Global OTC Transaction Documentation & Management, Global Operation.
Your failure to respond within such period shall not affect the validity or
enforceability of the Transaction against you. This facsimile shall be the only
documentation in respect of the Transaction and accordingly no hard copy
versions of this Confirmation for this Transaction shall be provided unless
Party B requests such a copy.

For and on behalf of                  For and on behalf of
BARCLAYS BANK PLC                     Wells Fargo Home Equity Asset-Backed
                                      Securities 2006-3 Trust
                                      By: Wells Fargo Bank, National
                                      Association, not individually, but
                                      solely as Securities Administrator

/s/ Shain Kalmanowitz                 /s/ Carla S. Walker
-------------------------             ------------------------
Name: Shain Kalmanowitz               Name: Carla S. Walker
Title: Assistant Director             Title: Vice President
Date: December 21, 2006               Date: December 21, 2006

Barclays Bank PLC and its Affiliates, including Barclays Capital Inc., may share
with each other information, including non-public credit information, concerning
its clients and prospective clients. If you do not want such information to be
shared, you must write to the Director of Compliance, Barclays Bank PLC, 200
Park Avenue, New York, NY 10166.

<PAGE>

                                   SCHEDULE I

<TABLE>
<CAPTION>
     From and including            To but excluding       Notional Amount (USD)
-----------------------------   ----------------------   -----------------------
<S>                                   <C>                <C>
          21-Dec-06                   25-Jan-07                   840,000,000.00
          25-Jan-07                   25-Feb-07                   831,980,460.50
          25-Feb-07                   25-Mar-07                   808,769,997.42
          25-Mar-07                   25-Apr-07                   784,819,747.74
          25-Apr-07                   25-May-07                   760,205,936.23
          25-May-07                   25-Jun-07                   735,007,489.27
          25-Jun-07                   25-Jul-07                   709,305,758.38
          25-Jul-07                   25-Aug-07                   683,183,762.13
          25-Aug-07                   25-Sep-07                   656,725,889.56
          25-Sep-07                   25-Oct-07                   630,017,903.27
          25-Oct-07                   25-Nov-07                   603,145,564.13
          25-Nov-07                   25-Dec-07                   576,196,509.78
          25-Dec-07                   25-Jan-08                   549,255,875.52
          25-Jan-08                   25-Feb-08                   522,417,668.94
          25-Feb-08                   25-Mar-08                   495,983,587.71
          25-Mar-08                   25-Apr-08                   470,038,057.12
          25-Apr-08                   25-May-08                   444,626,636.10
          25-May-08                   25-Jun-08                   419,792,100.34
          25-Jun-08                   25-Jul-08                   395,566,655.07
          25-Jul-08                   25-Aug-08                   372,664,170.79
          25-Aug-08                   25-Sep-08                   351,088,581.11
          25-Sep-08                   25-Oct-08                   330,791,684.75
          25-Oct-08                   25-Nov-08                   311,696,060.06
          25-Nov-08                   25-Dec-08                   293,767,513.97
          25-Dec-08                   25-Jan-09                   276,895,133.20
          25-Jan-09                   25-Feb-09                   261,015,482.49
          25-Feb-09                   25-Mar-09                   246,069,039.63
          25-Mar-09                   25-Apr-09                   231,903,573.30
          25-Apr-09                   25-May-09                   201,451,073.16
          25-May-09                   25-Jun-09                   173,214,016.64
          25-Jun-09                   25-Jul-09                   149,604,912.44
          25-Jul-09                   25-Aug-09                   129,828,984.85
          25-Aug-09                   25-Sep-09                   113,229,880.23
          25-Sep-09                   25-Oct-09                    99,265,388.91
          25-Oct-09                   25-Nov-09                    87,487,219.93
          25-Nov-09                   25-Dec-09                    77,519,120.93
          25-Dec-09                   25-Jan-10                    69,054,063.45
          25-Jan-10                   25-Feb-10                    61,842,646.74
          25-Feb-10                   25-Mar-10                    56,159,668.21
          25-Mar-10                   25-Apr-10                    51,580,670.15
          25-Apr-10                   25-May-10                    47,767,039.53
          25-May-10                   25-Jun-10                    44,513,343.87
          25-Jun-10                   25-Jul-10                    41,685,827.57
          25-Jul-10                   25-Aug-10                    39,193,164.78
          25-Aug-10                   25-Sep-10                    36,970,518.43
          25-Sep-10                   25-Oct-10                    34,970,075.91
          25-Oct-10                   25-Nov-10                    33,095,671.51
          25-Nov-10                   25-Dec-10                    31,327,566.78
</TABLE>

<PAGE>

                                                                         ANNEX A

                                     ISDA(R)
                              CREDIT SUPPORT ANNEX
                             to the Schedule to the
                              ISDA Master Agreement
                      dated as of December 21, 2006 between
      Barclays Bank PLC (hereinafter referred to as "Party A" or "Pledgor")
                                       and
      Wells Fargo Bank, National Association, not individually, but solely
  as securities administrator (the "Securities Administrator") for Wells Fargo
   Home Equity Asset-Backed Securities 2006-3 Trust, Home Equity Asset-Backed
                    Certificates, Series 2006-3 (the "Trust")
           (hereinafter referred to as "Party B" or "Secured Party").

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

Paragraph 13. Elections and Variables.

(a)   Security Interest for "Obligations". The term "Obligations" as used in
      this Annex includes the following additional obligations:

      With respect to Party A: not applicable.

      With respect to Party B: 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)
                  as amended (I) by deleting the words "upon a demand made by
                  the Secured Party on or promptly following a Valuation Date"
                  and inserting in lieu thereof the words "not later than the
                  close of business on the next Local Business Day following a
                  Valuation Date" and (II) by deleting in its entirety the
                  sentence beginning "Unless otherwise specified in Paragraph
                  13" and ending "(ii) the Value as of that Valuation Date of
                  all Posted Credit Support held by the Secured Party." and
                  inserting in lieu thereof the following:

                  The "Delivery Amount" applicable to the Pledgor for any
                  Valuation Date will equal the greatest of

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

                  (2)   the amount by which (a) the Fitch Credit Support Amount
                        for such Valuation Date exceeds (b) the Fitch Value as
                        of such Valuation Date of all Posted Credit Support held
                        by the Secured Party,

                  (3)   the amount by which (a) the Moody's First Trigger Credit
                        Support Amount for such Valuation Date exceeds (b) the
                        Moody's First Trigger Value as of such Valuation Date of
                        all Posted Credit Support held by the Secured Party, and

                  (4)   the amount by which (a) the Moody's Second Trigger
                        Credit Support Amount for such Valuation Date exceeds
                        (b) the Moody's Second Trigger Value as of such
                        Valuation Date of all Posted Credit Support held by the
                        Secured Party.

            (B)   "Return Amount" has the meaning specified in Paragraph 3(b) as
                  amended by deleting in its entirety the sentence beginning
                  "Unless otherwise specified in Paragraph 13" and ending "(ii)
                  the Credit Support Amount." and inserting in lieu thereof the
                  following:

                  The "Return Amount" applicable to the Secured Party for any
                  Valuation Date will equal the least of

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

                  (2)   the amount by which (a) the Fitch Value as of such
                        Valuation Date of all Posted Credit Support held by the
                        Secured Party exceeds (b) the Fitch Credit Support
                        Amount for such Valuation Date,

                  (3)   the amount by which (a) the Moody's First Trigger Value
                        as of such Valuation Date of all Posted Credit Support
                        held by the Secured Party exceeds (b) the Moody's First
                        Trigger Credit Support Amount for such Valuation Date,
                        and

                  (4)   the amount by which (a) the Moody's Second Trigger Value
                        as of such Valuation Date of all Posted Credit Support
                        held by the Secured Party exceeds (b) the Moody's Second
                        Trigger Credit Support Amount for such Valuation Date.

            (C)   "Credit Support Amount" shall not apply. For purposes of
                  calculating any Delivery Amount or Return Amount for any
                  Valuation Date, reference shall be made to the S&P Credit
                  Support Amount, the Fitch Credit Support Amount, the Moody's
                  First Trigger Credit Support Amount, or the Moody's Second
                  Trigger Credit Support Amount, in each case for such Valuation
                  Date, as provided in Paragraphs 13(b)(i)(A) and 13(b)(i)(B),
                  above.

      (ii)  Eligible Collateral.

            On any date, the following items will qualify as "Eligible
            Collateral" (for the avoidance of doubt, all Eligible Collateral to
            be denominated in USD):


<TABLE>
<CAPTION>
                                                                            Moody's         Moody's
                                                    S&P        Fitch     First Trigger  Second Trigger
                                                 Valuation   Valuation     Valuation      Valuation
      Collateral                                Percentage   Percentage    Percentage     Percentage
      ----------                                ----------   ----------    ----------     ----------

      <S>                                       <C>          <C>           <C>            <C>
      (A)   Cash                                    100%         100%          100%           100%

      (B)   Fixed-rate negotiable debt
            obligations issued by the U.S.
            Treasury Department having a            98.5%       97.5%          100%           100%
            remaining maturity on such date of
            not more than one year

      (C)   Fixed-rate negotiable debt
            obligations issued by the U.S.
            Treasury Department having a
            remaining maturity on such date of      91.0%       86.3%          100%            94%
            more than one year but not more
            than ten years

      (D)   Fixed-rate negotiable debt
            obligations issued by the U.S.
            Treasury Department having a            88.0%       79.0%          100%            88%
            remaining maturity on such date
            of more than ten years
</TABLE>

      Notwithstanding the Valuation Percentages set forth in the preceding
      table, upon the first Transfer of Eligible Collateral under this Annex,
      the Pledgor may, at the Pledgor's expense, agree the Valuation Percentages
      in relation to (B) through (D) above with the relevant rating agency (to
      the extent such rating agency is providing a rating for the Certificates),
      and upon such agreement as evidenced in writing, such Valuation
      Percentages shall supersede those set forth in the preceding table.

      (iii) Other Eligible Support.

            The following items will qualify as "Other Eligible Support" for the
            party specified:

            Such Other Eligible Support as the Pledgor may designate; provided,
            at the expense of the Pledgor, the prior written consent of the
            relevant rating agency (to the extent such rating agency is
            providing a rating for the Certificates) shall have been obtained.
            For the avoidance of doubt, there are no items that qualify as Other
            Eligible Support as of the date of this Annex.

      (iv)  Threshold.

            (A)   "Independent Amount" means zero with respect to Party A and
                  Party B.

            (B)   "Threshold" means, with respect to Party A and any Valuation
                  Date, zero if (i) no Relevant Entity has credit ratings from
                  S&P at least equal to the S&P Required Ratings Threshold or
                  (ii) a Collateral Event has occurred and has been continuing
                  (x) for at least 30 days or (y) since this Annex was executed;
                  otherwise, infinity.

                  "Threshold" means, with respect to Party B and any Valuation
                  Date, infinity.

            (C)   "Minimum Transfer Amount" means USD 100,000 with respect to
                  Party A and Party B; provided, however, that if the aggregate
                  Principal Balance of the Certificates rated by S&P ceases to
                  be more than USD 50,000,000, "Minimum Transfer Amount" means
                  USD 50,000, and provided further, with respect to the Secured
                  Party at any time when the Secured Party is a Defaulting
                  Party, "Minimum Transfer Amount" means zero.

            (D)   Rounding: The Delivery Amount will be rounded up and the
                  Return Amount will be rounded down to the nearest multiple of
                  USD 1,000, respectively.

(c)   Valuation and Timing.

      (i)   "Valuation Agent" means Party A. The Valuation Agent's calculations
            shall be made in accordance with standard market practices using
            commonly accepted third party sources such as Bloomberg or Reuters.

      (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 Local Business Day immediately preceding 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 11:00 a.m., New York time, on a Local
            Business Day.

      (v)   External Verification. Notwithstanding anything to the contrary in
            the definitions of Valuation Agent or Valuation Date, at any time at
            which neither Party A nor, to the extent applicable, its Credit
            Support Provider has a long-term unsubordinated and unsecured debt
            rating of at least "BBB+" from S&P, the Valuation Agent shall (A)
            calculate the Secured Party's Exposure and the S&P Value of Posted
            Credit Suppport on each Valuation Date based on internal marks and
            (B) verify such calculations with external marks monthly by
            obtaining on the last Local Business Day of each calendar month two
            external marks for each Transaction to which this Annex relates and
            for all Posted Credit Suport; such verification of the Secured
            Party's Exposure shall be based on the higher of the two external
            marks. Each external mark in respect of a Transaction shall be
            obtained from an independent Reference Market-maker that would be
            eligible and willing to enter into such Transaction in the absence
            of the current derivative provider, provided that an external mark
            may not be obtained from the same Reference Market-maker more than
            four times in any 12-month period. The Valuation Agent shall obtain
            these external marks directly or through an independent third party,
            in either case at no cost to Party B. The Valuation Agent shall
            calculate on each Valuation Date (for purposes of this paragraph,
            the last Local Business Day in each calendar month referred to above
            shall be considered a Valuation Date) the Secured Party's Exposure
            based on the greater of the Valuation Agent's internal marks and the
            external marks received. If the S&P Value on any such Valuation Date
            of all Posted Credit Support then held by the Secured Party is less
            than the S&P Credit Support Amount on such Valuation Date (in each
            case as determined pursuant to this paragraph), Party A shall,
            within three Local Business Days of such Valuation Date, Transfer to
            the Secured Party Eligible Credit Support having an S&P Value as of
            the date of Transfer at least equal to such deficiency.

      (vi)  Notice to S&P. At any time at which neither Party A nor, to the
            extent applicable, its Credit Support Provider has a long-term
            unsubordinated and unsecured debt rating of at least "BBB+" from
            S&P, the Valuation Agent shall provide to S&P not later than the
            Notification Time on the Local Business Day following each Valuation
            Date its calculations of the Secured Party's Exposure and the S&P
            Value of any Eligible Credit Support or Posted Credit Support for
            that Valuation Date. The Valuation Agent shall also provide to S&P
            any external marks received pursuant to the preceding paragraph.

(d)   Conditions Precedent and Secured Party's Rights and Remedies. The
      following Termination Events will be a "Specified Condition" for the party
      specified (that party being the Affected Party if the Termination Event
      occurs with respect to that party): None.

(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): Inapplicable.

(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 of the dispute
            is given under Paragraph 5.

      (ii)  Value. Notwithstanding anything to the contrary in Paragraph 12, for
            the purpose of Paragraphs 5(i)(C) and 5(ii), the S&P Value, Fitch
            Value, Moody's First Trigger Value, and Moody's Second Trigger
            Value, on any date, of Eligible Collateral will be calculated as
            follows:

            For Eligible Collateral comprised of Cash, the amount of such Cash.

            For Eligible Collateral comprising securities, the sum of (A) the
            product of (1)(x) the bid price at the Valuation Time for such
            securities on the principal national securities exchange on which
            such securities are listed, or (y) if such securities are not listed
            on a national securities exchange, the bid price for such securities
            quoted at the Valuation Time by any principal market maker for such
            securities selected by the Valuation Agent, or (z) if no such bid
            price is listed or quoted for such date, the bid price listed or
            quoted (as the case may be) at the Valuation Time for the day next
            preceding such date on which such prices were available and (2) the
            applicable Valuation Percentage for such Eligible Collateral, and
            (B) the accrued interest on such securities (except to the extent
            Transferred to the Pledgor pursuant to Paragraph 6(d)(ii) or
            included in the applicable price referred to in the immediately
            preceding clause (A)) as of such date.

(iii)       Alternative. The provisions of Paragraph 5 will apply; provided,
            that the obligation of the appropriate party to deliver the
            undisputed amount to the other party will not arise prior to the
            time that would otherwise have applied to the Transfer pursuant to,
            or deemed made, under Paragraph 3 if no dispute had arisen.

(g)   Holding and Using Posted Collateral.

      (i)   Eligibility to Hold Posted Collateral; Custodians.

            Party B is not and will not be entitled to hold Posted Collateral.
            Party B's Custodian will be entitled to hold Posted Collateral
            pursuant to Paragraph 6(b); provided that the Custodian for Party B
            shall be the same banking institution that acts as Securities
            Administrator for the Certificates. The Custodian shall have a
            short-term unsecured and unsubordinated debt rating from S&P of at
            least "A-1."

            Initially, the Custodian for Party B is: to be advised in writing by
            Party B to Party A.

      (ii)  Use of Posted Collateral. The provisions of Paragraph 6(c) will not
            apply to Party B; therefore, Party B will not have any of the rights
            specified in Paragraph 6(c)(i) or 6 (c)(ii); provided, however, that
            the Securities Administrator shall invest Cash Posted Credit Support
            in such investments as designated by Party A, with losses (net of
            gains) incurred in respect of such investments to be for the account
            of Party A; provided further, that such investments designated by
            Party A shall be limited to money market funds rated "AAAm" or
            "AAAm-G" by S&P and from which such invested Cash Posted Credit
            Support may be withdrawn upon no more than 2 Local Business Day's
            notice of a request for withdrawal.

(h)   Distributions and Interest Amount.

      (i)   Interest Rate. The "Interest Rate" will be the actual interest rate
            earned on Posted Collateral in the form of Cash pursuant to
            Paragraph 13(g)(ii).

      (ii)  Transfer of Interest Amount. The Transfer of the Interest Amount
            will be made on the second Local Business Day following the end of
            each calendar month and on any other Local Business Day on which
            Posted Collateral in the form of Cash is Transferred to the Pledgor
            pursuant to Paragraph 3(b); provided, however, that the obligation
            of Party B to Transfer any Interest Amount to Party A shall be
            limited to the extent that Party B has earned and received such
            funds and such funds are available to Party B.

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

(i)   Additional Representation(s). There are no additional representations by
      either party.

(j)   Other Eligible Support and Other Posted Support.

      (i)   "Value" with respect to Other Eligible Support and Other Posted
            Support shall have such meaning as the parties shall agree in
            writing from time to time pursuant to Paragraph 13(b)(iii).

      (ii)  "Transfer" with respect to Other Eligible Support and Other Posted
            Support shall have such meaning as the parties shall agree in
            writing from time to time pursuant to Paragraph 13(b)(iii).

(k)   Demands and Notices.All demands, specifications and notices under this
      Annex will be made pursuant to the Notices Section of this Agreement,
      except that any demand, specification or notice shall be given to or made
      at the following addresses, or at such other address as the relevant party
      may from time to time designate by giving notice (in accordance with the
      terms of this paragraph) to the other party:

      If to Party A:

            5 The North Colonnade
            Canary Wharf
            London  E14 4BB, England
            Attention:  Swaps Documentation
            Facsimile No.:    0207-773-6857/6858
            Telephone No.:    0207-773-6915/6904

            with a copy to:

            General Counsel's Office
            200 Park Avenue
            New York, NY  10166

            Notices to Party A shall not be deemed effective unless delivered to
            the London address set forth above.

      If to Party B or Party B's Custodian, the address specified for Party B
      pursuant to the Notices Section of this Agreement.

(l)   Address for Transfers. Each Transfer hereunder shall be made to the
      address specified below or to an address specified in writing from time to
      time by the party to which such Transfer will be made.

      For Cash:

      If to Party A:

      Barclays Bank PLC, NY
      ABA #026-002-574
      F/O Barclays Swaps & Options Group NY
      A/C #: 050019228
      REF: Collateral

      For Treasury Securities:

      Bank of NYC/BBPLCLDN
      ABA #021-000-018

      If to Party B:

      For Cash:

      Wells Fargo Bank, National Association
      San Francisco, CA
      ABA No.: 121000248
      Account No.: 3970771416
      Account Name: SAS Clearing
      FFC: 50975904, WFHET 2006-3 Posted Collateral Account

      For Treasury Securities:

      Wells Fargo Bank, National Association
      San Francisco, CA
      ABA No.: 121000248
      Account No.: 50976804, WFHET 2006-3 Posted Collateral Account

(m)   Other Provisions.

      (i)   Collateral Account. The Secured Party shall cause any Custodian
            appointed hereunder to open and maintain a segregated trust account
            and to hold, record and identify all the Posted Collateral in such
            segregated trust account and, subject to Paragraph 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.

      (ii)  Agreement as to Single Secured Party and Single Pledgor. Party A and
            Party B hereby agree that, notwithstanding anything to the contrary
            in this Annex, (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 acknowledgement in the final sentence of Paragraph
            8(a) and the representations in Paragraph 9.

      (iii) Calculation of Value. Paragraph 4(c) is hereby amended by deleting
            the word "Value" and inserting in lieu thereof "S&P Value, Fitch
            Value, Moody's First Trigger Value, Moody's Second Trigger Value".
            Paragraph 4(d)(ii) is hereby amended by (A) deleting the words "a
            Value" and inserting in lieu thereof "an S&P Value, Fitch Value,
            Moody's First Trigger Value, and Moody's Second Trigger Value" and
            (B) deleting the words "the Value" and inserting in lieu thereof
            "S&P Value, Fitch Value, Moody's First Trigger Value, and Moody's
            Second Trigger Value". Paragraph 5 (flush language) is hereby
            amended by deleting the word "Value" and inserting in lieu thereof
            "S&P Value, Fitch Value, Moody's First Trigger Value, or Moody's
            Second Trigger Value". Paragraph 5(i) (flush language) is hereby
            amended by deleting the word "Value" and inserting in lieu thereof
            "S&P Value, Fitch Value, Moody's First Trigger Value, and Moody's
            Second Trigger Value". Paragraph 5(i)(C) is hereby amended by
            deleting the word "the Value, if" and inserting in lieu thereof "any
            one or more of the S&P Value, Fitch Value, Moody's First Trigger
            Value, or Moody's Second Trigger Value, as may be". Paragraph 5(ii)
            is hereby amended by (1) deleting the first instance of the words
            "the Value" and inserting in lieu thereof "any one or more of the
            S&P Value, Fitch Value, Moody's First Trigger Value, or Moody's
            Second Trigger Value" and (2) deleting the second instance of the
            words "the Value" and inserting in lieu thereof "such disputed S&P
            Value, Fitch Value, Moody's First Trigger Value, or Moody's Second
            Trigger Value". Each of Paragraph 8(b)(iv)(B) and Paragraph 11(a) is
            hereby amended by deleting the word "Value" and inserting in lieu
            thereof "least of the S&P Value, Fitch Value, Moody's First Trigger
            Value, and Moody's Second Trigger Value".

      (iv)  Form of Annex. Party A and Party B hereby agree that the text of
            Paragraphs 1 through 12, inclusive, of this Annex is intended to be
            the printed form of 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.

      (v)   Events of Default. Paragraph 7 will not apply to cause any Event of
            Default to exist with respect to Party B except that Paragraph 7(i)
            will apply to Party B solely in respect of Party B's obligations
            under Paragraph 3(b) of the Credit Support Annex. Notwithstanding
            anything to the contrary in Paragraph 7, 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 only be an
            Event of Default if (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.

      (vi)  Expenses. Notwithstanding anything to the contrary in 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
            any Transfer of Eligible Collateral.

      (vii) Withholding. Paragraph 6(d)(ii) is hereby amended by inserting
            immediately after "the Interest Amount" in the fourth line thereof
            the words "less any applicable withholding taxes."

     (viii) Additional Definitions. As used in this Annex:

            "Collateral Event" means that no Relevant Entity has credit ratings
            at least equal to the Approved Ratings Threshold.

            "Exposure" has the meaning specified in Paragraph 12, except that
            after the word "Agreement" the words "(assuming, for this purpose
            only, that Part 1(f) of the Schedule is deleted)" shall be inserted.

            "Fitch Credit Support Amount" means, for any Valuation Date, the
            excess, if any, of

            (I)   (A)   for any Valuation Date on which a Fitch Rating Threshold
                        Event has occurred and been continuing for at least
                        30 days, an amount equal to the sum of (1) 100.0%
                        of the Secured Party's Exposure for such Valuation Date
                        and (2) the product of the Fitch Volatility Cushion for
                        each Transaction to which this Annex relates and the
                        Notional Amount of each such Transaction for the
                        Calculation Period which includes such Valuation Date,
                        or

                  (B)   for any other Valuation Date, zero, over

            (II)  the Threshold for Party A for such Valuation Date.

            "Fitch Rating Threshold Event" means, on any date, no Relevant
            Entity has credit ratings from Fitch at least equal to the Fitch
            First Trigger Ratings Threshold.

            "Fitch Value" means, on any date and with respect to any Eligible
            Collateral other than Cash, the product of (A) the bid price
            obtained by the Valuation Agent for such Eligible Collateral and (B)
            the Fitch Valuation Percentage for such Eligible Collateral set
            forth in paragraph 13(b)(ii).

            "Fitch Volatility Cushion" means, for any Transaction, the related
            percentage set forth in the following table.



<TABLE>
<CAPTION>

            The higher of the Fitch                   Remaining Weighted Average Maturity
            credit rating of (i) Party                              (years)
            A and (ii) the Credit
            Support Provider of             1        2        3        4        5        6        7        8
            Party A, if applicable
<S>                                       <C>      <C>     <C>      <C>      <C>      <C>       <C>     <C>

            At least "AA-"                0.8%     1.7%     2.5%     3.3%     4.0%     4.7%     5.3%     5.9%

            "A+/A"                        0.6%     1.2%     1.8%     2.3%     2.8%     3.3%     3.8%     4.2%

            "A-/BBB+" or lower            0.5%     1.0%     1.6%     2.0%     2.5%     2.9%     3.3%     3.6%

            The higher of the Fitch                   Remaining Weighted Average Maturity
            credit rating of (i) Party                              (years)
            A and (ii) the Credit
            Support Provider of             9       10       11       12       13       14     Greater than or
            Party A, if applicable                                                               equal to 15

            At least "AA-"                6.5%     7.0%     7.5%     8.0%     8.5%     9.0%          9.5%

            "A+/A"                        4.6%     5.0%     5.3%     5.7%     6.0%     6.4%          6.7%

            "A-/BBB+" or lower            4.0%     4.3%     4.7%     5.0%     5.3%     5.6%          5.9%
</TABLE>

            "Local Business Day" means: any day on which (A) commercial banks
            are open for business (including dealings in foreign exchange and
            foreign currency deposits) in London, New York and the location of
            the Custodian, and (B) in relation to a Transfer of Eligible
            Collateral, any 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 in foreign exchange
            and foreign deposits) in New York and such other places as the
            parties shall agree.

            "Moody's First Trigger Additional Collateralized Amount" means, with
            respect to any Transaction and any Valuation Date, the product of
            the applicable Moody's First Trigger Factor set forth in Table 1 and
            the Notional Amount for such Transaction for the Calculation Period
            which includes such Valuation Date.

            "Moody's First Trigger Event" means that no Relevant Entity has
            credit ratings from Moody's at least equal to the Moody's First
            Trigger Ratings Threshold.

            "Moody's First Trigger Credit Support Amount" means, for any
            Valuation Date, the excess, if any, of

            (I)   (A)   for any Valuation Date on which (I) a Moody's First
                        Trigger Event has occurred and has been continuing (x)
                        for at least 30 Local Business Days or (y) since this
                        Annex was executed and (II) it is not the case that a
                        Moody's Second Trigger Ratings Event has occurred and
                        been continuing for at least 30 Local Business Days, an
                        amount equal to the greater of (a) zero and (b) sum of
                        (i) the Secured Party's Exposure for such Valuation Date
                        and (ii) the aggregate of Moody's First Trigger
                        Additional Collateralized Amounts for all Transactions;
                        or

                  (B)   for any other Valuation Date, zero, over

            (II) the Threshold for Party A for such Valuation Date.

            "Moody's First Trigger Value" means, on any date and with respect to
            any Eligible Collateral other than Cash, the bid price obtained by
            the Valuation Agent multiplied by the Moody's First Trigger
            Valuation Percentage for such Eligible Collateral set forth in
            Paragraph 13(b)(ii).

            "Moody's Second Trigger Additional Collateralized Amount" means,
            with respect to any Transaction and any Valuation Date, (A) if such
            Transaction is not a Transaction-Specific Hedge, the product of the
            applicable Moody's Second Trigger Factor set forth in Table 2 and
            the Notional Amount for such Transaction for the Calculation Period
            which includes such Valuation Date and (B) if such Transaction is a
            Transaction-Specific Hedge, the product of the applicable Moody's
            Second Trigger Factor set forth in Table 3 and the Notional Amount
            for such Transaction for the Calculation Period which includes such
            Valuation Date.

            "Moody's Second Trigger Ratings Event" means that no Relevant Entity
            has credit ratings from Moody's at least equal to the Moody's Second
            Trigger Ratings Threshold.

            "Moody's Second Trigger Credit Support Amount" means, for any
            Valuation Date, the excess, if any, of

            (I)   (A)   for any Valuation Date on which it is the case that a
                        Moody's Second Trigger Ratings Event has occurred and
                        been continuing for at least 30 Local Business Days, an
                        amount equal to the greatest of (a) zero, (b) the sum of
                        the amounts of the next payment due to be paid by Party
                        A under each Transaction to which this Annex relates,
                        and (c) the sum of (x) the Secured Party's Exposure for
                        such Valuation Date and (y) the aggregate of Moody's
                        Second Trigger Additional Collateralized Amounts for all
                        Transactions; or

                  (B)   for any other Valuation Date, zero, over

            (II)  the Threshold for Party A for such Valuation Date.

            "Moody's Second Trigger Value" means, on any date and with respect
            to any Eligible Collateral other than Cash, the bid price obtained
            by the Valuation Agent multiplied by the Moody's Second Trigger
            Valuation Percentage for such Eligible Collateral set forth in
            Paragraph 13(b)(ii).

            "S&P Credit Support Amount" means, for any Valuation Date, the
            excess, if any, of

            (I)   (A)   for any Valuation Date on which (i) no Relevant Entity
                        has credit ratings from S&P at least equal to the S&P
                        Required Ratings Threshold or (ii) an S&P Rating
                        Threshold Event has occurred and been continuing for at
                        least 30 days, an amount equal to the sum of (1) 100.0%
                        of the Secured Party's Exposure for such Valuation Date
                        and (2) the product of the S&P Volatility Buffer for
                        each Transaction to which this Annex relates and the
                        Notional Amount of each such Transaction for the
                        Calculation Period which includes such Valuation Date,
                        or

                  (B)   for any other Valuation Date, zero, over

            (II)  the Threshold for Party A for such Valuation Date.

            "S&P Rating Threshold Event" means, on any date, no Relevant Entity
            has credit ratings from S&P at least equal to the S&P Approved
            Ratings Threshold.

            "S&P Value" means, on any date and with respect to any Eligible
            Collateral other than Cash, the product of (A) the bid price
            obtained by the Valuation Agent for such Eligible Collateral and (B)
            the S&P Valuation Percentage for such Eligible Collateral set forth
            in paragraph 13(b)(ii).

            "S&P Volatility Buffer" means, for any Transaction, the related
            percentage set forth in the following table.

            The higher of  the
            S&P credit rating   Remaining Remaining  Remaining  Remaining
            of (i) Party A and  Weighted  Weighted   Weighted   Weighted
            (ii) the Credit     Average   Average    Average    Average
            Support Provider    Maturity   Maturity   Maturity   Maturity
            of Party A, if      up to 3   up to 5    up to 10   up to 30
            applicable            years     years      years      years
            ------------------  --------  ---------  ---------  ---------
            At least "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%

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

            "Valuation Percentage" shall mean, for purposes of determining the
            S&P Value, Fitch Value, Moody's First Trigger Value, or Moody's
            Second Trigger Value with respect to any Eligible Collateral or
            Posted Collateral, the applicable S&P Valuation Percentage, Fitch
            Valuation Percentage, Moody's First Trigger Valuation Percentage, or
            Moody's Second Trigger Valuation Percentage for such Eligible
            Collateral or Posted Collateral, respectively, in each case as set
            forth in Paragraph 13(b)(ii).

            "Value" shall mean, in respect of any date, the related S&P Value,
            Fitch Value, the related Moody's First Trigger Value, and the
            related Moody's Second Trigger Value.

                     [Remainder of this page intentionally left blank]


<PAGE>

                        Table 1

----------------------------------------------------
         Remaining
   Weighted Average Life      Moody's First Trigger
     of Hedge in Years               Factor
----------------------------------------------------
Equal to or less than 1               0.15%
Greater than 1 but less
than or equal to 2                    0.30%
Greater than 2 but less
than or equal to 3                    0.40%
Greater than 3 but less
than or equal to 4                    0.60%
Greater than 4 but less
than or equal to 5                    0.70%
Greater than 5 but less
than or equal to 6                    0.80%
Greater than 6 but less
than or equal to 7                    1.00%
Greater than 7 but less
than or equal to 8                    1.10%
Greater than 8 but less
than or equal to 9                    1.20%
Greater than 9 but less
than or equal to 10                   1.30%
Greater than 10 but less
than or equal to 11                   1.40%
Greater than 11 but less
than or equal to 12                   1.50%
Greater than 12 but less
than or equal to 13                   1.60%
Greater than 13 but less
than or equal to 14                   1.70%
Greater than 14 but less
than or equal to 15                   1.80%
Greater than 15 but less
than or equal to 16                   1.90%
Greater than 16 but less
than or equal to 17                   2.00%
Greater than 17 but less
than or equal to 18                   2.00%
Greater than 18 but less
than or equal to 19                   2.00%
Greater than 19 but less
than or equal to 20                   2.00%
Greater than 20 but less
than or equal to 21                   2.00%
Greater than 21 but less
than or equal to 22                   2.00%
Greater than 22 but less
than or equal to 23                   2.00%
Greater than 23 but less
than or equal to 24                   2.00%
Greater than 24 but less
than or equal to 25                   2.00%
Greater than 25 but less
than or equal to 26                   2.00%
Greater than 26 but less
than or equal to 27                   2.00%
Greater than 27 but less
than or equal to 28                   2.00%
Greater than 28 but less
than or equal to 29                   2.00%
Greater than 29                       2.00%

<PAGE>

                     Table 2

------------------------------------------------
        Remaining
  Weighted Average Life        Moody's Second
    of Hedge in Years          Trigger Factor
------------------------------------------------
Equal to or less than 1            0.50%
Greater than 1 but less            1.00%
than or equal to 2
Greater than 2 but less            1.50%
than or equal to 3
Greater than 3 but less            1.90%
than or equal to 4
Greater than 4 but less            2.40%
than or equal to 5
Greater than 5 but less            2.80%
than or equal to 6
Greater than 6 but less            3.20%
than or equal to 7
Greater than 7 but less            3.60%
than or equal to 8
Greater than 8 but less            4.00%
than or equal to 9
Greater than 9 but less            4.40%
than or equal to 10
Greater than 10 but less           4.70%
than or equal to 11
Greater than 11 but less           5.00%
than or equal to 12
Greater than 12 but less           5.40%
than or equal to 13
Greater than 13 but less           5.70%
than or equal to 14
Greater than 14 but less           6.00%
than or equal to 15
Greater than 15 but less           6.30%
than or equal to 16
Greater than 16 but less           6.60%
than or equal to 17
Greater than 17 but less           6.90%
than or equal to 18
Greater than 18 but less           7.20%
than or equal to 19
Greater than 19 but less           7.50%
than or equal to 20
Greater than 20 but less           7.80%
than or equal to 21
Greater than 21 but less           8.00%
than or equal to 22
Greater than 22 but less           8.00%
than or equal to 23
Greater than 23 but less           8.00%
than or equal to 24
Greater than 24 but less           8.00%
than or equal to 25
Greater than 25 but less           8.00%
than or equal to 26
Greater than 26 but less           8.00%
than or equal to 27
Greater than 27 but less           8.00%
than or equal to 28
Greater than 28 but less           8.00%
than or equal to 29
Greater than 29                    8.00%

<PAGE>

                    Table 3

-------------------------------------------------
         Remaining
   Weighted Average Life        Moody's Second
     of Hedge in Years          Trigger Factor
-------------------------------------------------
Equal to or less than 1             0.65%
Greater than 1 but less             1.30%
than or equal to 2
Greater than 2 but less             1.90%
than or equal to 3
Greater than 3 but less             2.50%
than or equal to 4
Greater than 4 but less             3.10%
than or equal to 5
Greater than 5 but less             3.60%
than or equal to 6
Greater than 6 but less             4.20%
than or equal to 7
Greater than 7 but less             4.70%
than or equal to 8
Greater than 8 but less             5.20%
than or equal to 9
Greater than 9 but less             5.70%
than or equal to 10
Greater than 10 but less            6.10%
than or equal to 11
Greater than 11 but less            6.50%
than or equal to 12
Greater than 12 but less            7.00%
than or equal to 13
Greater than 13 but less            7.40%
than or equal to 14
Greater than 14 but less            7.80%
than or equal to 15
Greater than 15 but less            8.20%
than or equal to 16
Greater than 16 but less            8.60%
than or equal to 17
Greater than 17 but less            9.00%
than or equal to 18
Greater than 18 but less            9.40%
than or equal to 19
Greater than 19 but less            9.70%
than or equal to 20
Greater than 20 but less            10.00%
than or equal to 21
Greater than 21 but less            10.00%
than or equal to 22
Greater than 22 but less            10.00%
than or equal to 23
Greater than 23 but less            10.00%
than or equal to 24
Greater than 24 but less            10.00%
than or equal to 25
Greater than 25 but less            10.00%
than or equal to 26
Greater than 26 but less            10.00%
than or equal to 27
Greater than 27 but less            10.00%
than or equal to 28
Greater than 28 but less            10.00%
than or equal to 29
Greater than 29                     10.00%