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EXHIBIT 4.3


 


[Barclays Capital logo]

 




	
 

	
 

	

EXHIBIT B


Barclays Capital

5 The North Colonnade

Canary Wharf

London E14 4BB



Tel +44 (0)20 7623 2323


 








 


	
TO:

	
Citibank, N.A., not in its individual capacity, but solely as Supplemental Interest Trust Trustee on behalf of the Supplemental Interest Trust with respect to the WaMu Asset-Backed
Certificates, WaMu Series 2007-HE3 Trust (the “Counterparty” or “Party B”)


	
 

	
 


	
 

	
 


	
ATTENTION:

	
WaMu 2007-HE3


	
FROM:

	
BARCLAYS BANK PLC (LONDON HEAD OFFICE) (“Barclays” or “Party A”)


	
SUBJECT:

	

Fixed Income Derivatives Confirmation


	
DATE:

	
May 10, 2007


	
REFERENCE NUMBER:

	
1733274B





 


The purpose of this long-form confirmation (“Confirmation”) is to confirm the terms and conditions of the current Transaction entered into on the Trade Date
specified below (the “Transaction”) between (“Party A”) and Citibank, N.A, not in its individual capacity, but solely as supplemental interest trust trustee (the “Supplemental Interest Trust Trustee”) on behalf
of the supplemental interest trust with respect to the WaMu Asset-Backed Certificates, WaMu Series 2007-HE3 Trust (the “Supplemental Interest Trust”) (“Party B”) created under the Pooling and Servicing Agreement, dated as of May 1, 2007
among  WaMu Asset Acceptance Corp., as depositor, Washington Mutual Bank, as seller, Washington Mutual Bank, as servicer and Citibank, N.A., as trustee (the “Pooling and Servicing Agreement”).  This Confirmation evidences a
complete and binding agreement between you and us to enter into the Transaction on the terms set forth below and replaces any previous agreement between us with respect to the subject matter hereof.  This Confirmation constitutes a
“Confirmation” and also constitutes a “Schedule” as referred to in the ISDA Master Agreement, and Paragraph 13 of a Credit Support Annex to the Schedule. 


 


1.                   This Confirmation shall supplement, form a part of, and be subject to an agreement in the form of
the ISDA Master Agreement (Multicurrency - Cross Border) as published and copyrighted in 1992 by the International Swaps and Derivatives Association, Inc. (the “ISDA Master Agreement”), as if Party A and Party B had executed an agreement in such
form on the date hereof, with a Schedule as set forth in Item 3 of this Confirmation, and an ISDA Credit Support Annex (Bilateral Form - ISDA Agreements Subject to New York Law Only version) as published and copyrighted in 1994 by the International Swaps and
Derivatives Association, Inc., with Paragraph 13 thereof as set forth in Annex A hereto (the “Credit Support Annex”).  For the avoidance of doubt, the Transaction described herein shall be the sole Transaction governed by such ISDA Master
Agreement.  In the event of any inconsistency among any of the following documents, the relevant document first listed shall govern: (i) this Confirmation, exclusive of the provisions set forth in Item 3 hereof and Annex A hereto; (ii) the provisions set forth
in Item 3 hereof, which are incorporated by reference into the Schedule; (iii) the Credit Support Annex; (iv) the Definitions; and (v) the ISDA Master Agreement.


 


Each reference herein to a “Section” (unless specifically referencing the Pooling and Servicing Agreement) or to a “Section” “of this Agreement”
will be construed as a reference to a Section of the ISDA Master Agreement; each herein reference to a “Part” will be construed as a reference to the provisions herein deemed incorporated in a Schedule to the ISDA Master Agreement; each reference herein
to a “Paragraph” will be construed as a reference to a Paragraph of the Credit Support Annex.


 


 




2.  The terms of the particular Transaction to which this Confirmation relates are as follows:


 


Type of Transaction:  Interest Rate Swap


 


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


 


Trade Date:  May 10, 2007


 


Effective Date:  June 25, 2007


 


Termination Date:  May 25, 2012, subject to No Adjustment.


 


Fixed Amounts:


 


Fixed Rate Payer:  Party B


 


Fixed Rate Payer Payment Dates:  The 25th calendar day of each month during the Term of this Transaction, commencing July 25, 2007, and ending on the Termination Date, with
No Adjustment for Period End Dates.


 


Fixed Rate:  5.03%


 


Fixed Rate Day Count Fraction:  30/360


 


Floating Amounts: 


 


Floating Rate Payer:  Party A


 


Floating Rate Payer Payment Dates:  The 25th calendar day of each month during the Term of this Transaction, commencing July 25, 2007, and ending on the Termination Date, with No Adjustment for
Period End Dates.


 


 


Floating Rate Option:  USD-LIBOR-BBA


 


Designated Maturity:  One month.


 


Floating Rate Day Count Fraction:  30/360


 


Reset Dates:  The first day of each Calculation Period.


 


Compounding:  Inapplicable


 


Business Days:  New York


 


Business Day Convention:  Following


 


Calculation Agent:  Party A


 


 









3.  Provisions Deemed Incorporated in a Schedule to the ISDA Master Agreement:


 


Part 1.  Termination Provisions.


 


For the purposes of this Agreement:-


 


(a)  “Specified Entity” will not apply to Party A or Party B for any purpose.


 


(b)  “Specified Transaction” will have the meaning specified in Section 14.


 


(c)  Events of Default.


 


The statement below that an Event of Default will apply to a specific party means that upon the occurrence of such an Event of Default with respect to such party, the other party shall have the rights of a
Non-defaulting Party under Section 6 of this Agreement; conversely, the statement below that such event will not apply to a specific party means that the other party shall not have such rights.


 


(i)                  The “Failure to Pay or Deliver” provisions of Section 5(a)(i) will apply to Party A and will apply to Party B; provided, however, that notwithstanding anything to the contrary in Section 5(a)(i), any failure by Party
A to comply with or perform any obligation to be complied with or performed by Party A under the Credit Support Annex shall not constitute an Event of Default under Section 5(a)(i) unless (A) a Required Ratings Downgrade Event has occurred and been continuing for 30
or more Local Business Days and (B) such failure is not remedied on or before the third Local Business Day after notice of such failure is given to Party A.


 


(ii)                The “Breach of Agreement” provisions of Section 5(a)(ii) will apply to Party A and will not apply to Party B; 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 three percent (3%) of the Shareholders’ Equity of Party A or, if applicable, the Eligible Guarantor.


 


“Shareholders’ Equity” means with respect to an entity, at any time, the sum (as shown in the most recent annual audited financial statements of such entity) of (i) its
capital stock (including preferred stock) outstanding, taken at par value, (ii) its capital surplus and (iii) its retained earnings, minus (iv) treasury stock, each to be determined in accordance with generally accepted accounting principles.


 


(vii)             The “Bankruptcy” provisions of Section 5(a)(vii) will apply to Party A and will apply to Party B except that the provisions of Section 5(a)(vii)(2), (6) (to the extent that such provisions refer to any appointment contemplated or effected by
the Pooling and Servicing Agreement or any appointment to which Party B has not become subject), (7) and (9) will not apply to Party B; provided that, with respect to Party B only, Section 5(a)(vii)(4) is hereby amended by adding after the words “against
it” the words “(excluding any proceeding or petition instituted or presented by Party A or its Affiliates)”, and Section 5(a)(vii)(8) is hereby amended by deleting the words “to (7) inclusive” and inserting lieu thereof “, (3), (4)
as amended, (5), (6) as amended, or (7)”.


 


(viii)           The
“Merger Without Assumption” provisions of Section 5(a)(viii) will apply to Party A and will  apply to Party B.


 


(d)  Termination Events.


 


The statement below that a Termination Event will apply to a specific party means that upon the occurrence of such a Termination Event, if such specific party is the Affected Party with respect to a Tax
Event, the Burdened Party with respect to a Tax Event Upon Merger (except as noted below) or the non-Affected Party with respect to a Credit Event Upon Merger, as the case may be, such specific party shall have the right to designate an Early Termination Date in
accordance with Section 6 of this Agreement; conversely, the statement below that such an event will not apply to a specific party means that such party shall not have such right; provided, however, with respect to “Illegality” the statement that such
event will apply to a specific party means that upon the occurrence of such a Termination Event with respect to such party, either party shall have the right to designate an Early Termination Date in accordance with Section 6 of this Agreement.




(i)  The “Illegality” provisions of Section 5(b)(i) will apply to Party A and will apply to Party B.


 


(ii)  The “Tax Event” provisions of Section 5(b)(ii) will apply to Party A except that, for purposes of the application of Section 5(b)(ii) to Party A, Section 5(b)(ii) is hereby
amended by deleting the words “(x) any action taken by a taxing authority, or brought in a court of competent jurisdiction, on or after the date on which a Transaction is entered into (regardless of whether such action is taken or brought with respect to a
party to this Agreement) or (y)”, and the “Tax Event” provisions of Section 5(b)(ii) will apply to Party B. 


 


(iii)  The “Tax Event Upon Merger” provisions of Section 5(b)(iii) will apply to Party A and will apply to Party B, provided that Party A shall not be entitled to designate an Early
Termination Date by reason of a Tax Event upon Merger in respect of which it is the Affected Party.


 


(iv)  The “Credit Event Upon Merger” provisions of Section 5(b)(iv) will not apply to Party A and will not apply to Party B.


 


(e)  The “Automatic Early Termination” provision of Section 6(a) will not apply to Party A and will not apply to Party B.


 


(f)   Payments on Early Termination.  For the purpose of Section 6(e) of this Agreement:


 


(i)                  Market Quotation will apply, provided, however, that, in the event of a Derivative Provider Trigger Event, the following provisions will apply:


 


(A)   The definition of Market Quotation in Section 14 shall be deleted in its entirety and replaced with the following:


 


“Market Quotation” means, with respect to one or more Terminated Transactions, a Firm Offer which is (1)
made by a Reference Market-maker that is an Eligible Replacement, (2) for an amount that would be paid to Party B (expressed as a negative number) or by Party B (expressed as a positive number) in consideration of an agreement between Party B and such Reference
Market-maker to enter into a Replacement Transaction, and (3) made on the basis that Unpaid Amounts in respect of the Terminated Transaction or group of Transactions are to be excluded but, without limitation, any payment or delivery that would, but for the relevant
Early Termination Date, have been required (assuming satisfaction of each applicable condition precedent) after that Early Termination Date is to be included.


 


(B)  The definition of Settlement Amount shall be deleted in its entirety and replaced with the following:


 


“Settlement Amount”means, with respect to any Early Termination Date, an amount (as determined by Party B) equal to:


 


(a)  If a Market Quotation for the relevant Terminated Transaction or group of Terminated Transactions is accepted by Party B so as to become legally binding on or before the day falling ten Local
Business Days after the day on which the Early Termination Date is designated, or such later day as Party B may specify in writing to Party A, but in either case no later than one Local Business Day prior to the Early Termination Date (such day, the “Latest
Settlement Amount Determination Day”), the Termination Currency Equivalent of the amount (whether positive or negative) of such Market Quotation;


 


(b)  If, on the Latest Settlement Amount Determination Day, no Market Quotation for the relevant Terminated Transaction or group of Terminated Transactions has been accepted by Party B so as to become
legally binding and one or more Market Quotations from Approved Replacements have been made and remain capable of becoming legally binding upon acceptance, the Settlement Amount shall equal the Termination Currency Equivalent of the amount
(whether positive or negative) of the lowest of such Market Quotations (for the avoidance of doubt, the lowest of such Market Quotations shall be the lowest Market Quotation of such Market Quotations expressed as a positive number or, if any
of such Market Quotations is expressed as a negative number, the Market Quotation expressed as a negative number with the largest absolute value); or


 


(c)  If, on the Latest Settlement Amount Determination Day, no Market Quotation for the relevant Terminated Transaction or group of Terminated Transactions is accepted by Party B so as to become legally
binding and no Market Quotation from an Approved Replacement remains capable of becoming legally binding upon acceptance, the Settlement Amount shall equal Party B’s Loss (whether positive or negative and without reference to any Unpaid Amounts) for the
relevant Terminated Transaction or group of Terminated Transactions.


 


(C)  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, and Section 2(d)(i)(4) shall not apply to Party B as X, and Section 2(d)(ii) shall not apply to Party B as Y, in each case such that Party B shall not be required to pay any
additional amounts referred to therein.


 


 





             

 Part 3.             Agreement to Deliver Documents.  


 


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


 


	
Party required to deliver document

	
Form/Document/


Certificate

	
Date by which to


be delivered


	
Party A

	
A properly completed and executed United States Internal Revenue Service Form W-8BEN and 8ECI (or any
successor thereto) with respect to any payments received or to be received by Party A that eliminates U.S. federal withholding and backup withholding Tax on payments to Party A under this Agreement.

	
(i) upon execution of this Agreement, (ii) on or before the first payment date under this Agreement,
including any Credit Support Document, (iii) promptly upon the reasonable demand by Party B, (iv) prior to the expiration or obsolescence of any previously delivered form, and (v) promptly upon the information on any such previously delivered form becoming inaccurate
or incorrect.


	
Party B

	
(i) Upon execution of this Agreement, an original properly completed and executed United States Internal
Revenue Service Form W-9  (or any successor thereto) with respect to any payments received or to be received by the initial beneficial owner of payments to Party B under this Agreement, and (ii) thereafter,  the appropriate tax certification form (i.e., IRS
Form W-9 or IRS Form W-8BEN, W-8IMY, W-8EXP or W-8ECI, as applicable (or any successor form thereto)) with respect to any payments received or to be received by the beneficial owner of payments to Party B under this Agreement from time to time. 

	
(i) upon execution of this Agreement, (ii) on or before the first payment date under this Agreement,
including any Credit Support Document, (iii) in the case of a tax certification form other than a Form W-9, before December 31 of each third succeeding calendar year, (iv) promptly upon the reasonable demand by Party A, (v) prior to the expiration or obsolescence of
any previously delivered form, and (vi) promptly upon the information on any such previously delivered form becoming inaccurate or incorrect.





 


 









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


 


	
Party required to deliver document

	
Form/Document/


Certificate

	
Date by which to


be delivered

	
Covered by Section 3(d) Representation


	
Party A and


Party B

	
Any documents reasonably required by the receiving party to evidence the authority of the delivering party
or its Credit Support Provider, if any, for it to execute and deliver the Agreement, this Confirmation, and any Credit Support Documents to which it is a party, and to evidence the authority of the delivering party or its Credit Support Provider to perform its
obligations under the Agreement, this Confirmation and any Credit Support Document, as the case may be

	
Upon the execution and delivery of this Agreement

	
Yes


	
Party A and


Party B

	
A certificate of an authorized officer of the party, 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

	
Upon the execution and delivery of this Agreement

	
Yes


	
Party A

	
Annual Report of Party A containing consolidated financial statements certified by independent certified
public accountants and prepared in accordance with generally accepted accounting principles in the country in which Party A is organized

	
Promptly upon request after becoming publicly available

	
Yes


	
Party A

	
Opinions of counsel to Party A substantially in the form of Exhibit A to this Confirmation

	
Upon the execution and delivery of this Agreement

	
No


	
Party B

	
An opinion of counsel to Party B reasonably satisfactory to Party A

	
Upon the execution and delivery of this Agreement

	
No


	
Party B

	
An executed copy of the Pooling and Servicing Agreement

	
Promptly following finalization thereof

	
No





 





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:                      
Citibank N.A.

388 Greenwich Street, 14th Fl

New York, N.Y. 10013

Ref: WAMU 07-HE3

Facsimile:   (949) 250-6450

 Phone:       (949) 250-6464 


(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; provided, however, that if an Event of Default shall have occurred with respect to Party A, Party B shall have the right to appoint
as Calculation Agent a third party, reasonably acceptable to Party A, the cost for which shall be borne by Party A.


 


(f)  Credit Support Document.


 


Party A:  The Credit Support Annex, and any guarantee in support of Party A’s obligations under this Agreement.


 


Party B:  The Credit Support Annex, solely in respect of Party B’s obligations under Paragraph 3(b) of the Credit Support Annex.


 


(g)  Credit Support Provider.


 


Party A:  The guarantor under any guarantee in support of Party A’s obligations under this Agreement.


 


Party B:  None.


 


(h)  Governing Law.  The parties to this Agreement hereby agree that the law of the State of New York shall govern their rights and duties in whole (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 Pooling and Servicing 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)  Conditions Precedent.  Section 2(a)(iii) is hereby amended by adding the following at the end thereof:


 


Notwithstanding anything to the contrary in Section 2(a)(iii)(1), if an Event of Default with respect to Party B or Potential Event of Default with respect to Party B has occurred and been continuing for more
than 30 Local Business Days and no Early Termination Date in respect of the Affected Transactions has occurred or been effectively designated by Party A, the obligations of Party A under Section 2(a)(i) shall cease to be subject to the condition precedent set forth
in Section 2(a)(iii)(1) with respect to such specific occurrence of such Event of Default or such Potential Event of Default (the “Specific Event”); provided, however, for the avoidance of doubt, the obligations of Party A under Section 2(a)(i)
shall be subject to the condition precedent set forth in Section 2(a)(iii)(1) (subject to the foregoing) with respect to any subsequent occurrence of the same Event of Default with respect to Party B or Potential Event of Default with respect to Party B after the
Specific Event has ceased to be continuing and with respect to any occurrence of any other Event of Default with respect to Party B or Potential Event of Default with respect to Party B that occurs subsequent to the Specific Event. 


 


(iii)  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 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)  Reserved.


 


(vi) 
Jurisdiction.  Section 13(b) is hereby amended by: (i) deleting in the second line of subparagraph (i) thereof the word "non-", (ii) deleting
“; and” from the end of subparagraph (i) and inserting “.” in lieu thereof, and (iii) deleting the final paragraph thereof.


 


(vii)  Local Business Day.  The definition of Local Business Day in Section 14 is hereby amended by the addition of the words “or any Credit Support Document” after “Section
2(a)(i)” and the addition of the words “or Credit Support Document” after “Confirmation”. 


 


(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 Pooling and Servicing Agreement.  If, without the prior written consent of Party A where such consent is required under the Pooling and Servicing Agreement (such consent
not to be unreasonably withheld), an amendment is made to the Pooling and Servicing Agreement which amendment could reasonably be expected to have a material adverse effect on the interests of Party A (excluding, for the avoidance of doubt, any amendment to the
Pooling and Servicing 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)  Optional Termination of Securitization.  An Additional Termination Event shall occur upon the notice to Certificateholders of an Optional Termination becoming unrescindable in
accordance with Article IX of the Pooling and Servicing Agreement (such notice, the “Optional Termination Notice”).  With respect to such Additional Termination Event:  (A) Party B shall be the sole Affected Party; (B) notwithstanding
anything to the contrary in Section 6(b)(iv) or Section 6(c)(i), the final Distribution Date specified in the Optional Termination Notice is hereby designated as the Early Termination Date for this Additional Termination Event in respect of all Affected Transactions;
(C) Section 2(a)(iii)(2) shall not be applicable to any Affected Transaction in connection with the Early Termination Date resulting from this Additional Termination Event; notwithstanding anything to the contrary in Section 6(c)(ii), payments and deliveries under
Section 2(a)(i) or Section 2(e) in respect of the Terminated Transactions resulting from this Additional Termination Event will be required to be made through and including the Early Termination Date designated as a result of this Additional Termination Event;
provided, for the avoidance of doubt, that any such payments or deliveries that are made on or prior to such Early Termination Date will not be treated as Unpaid Amounts in determining the amount payable in respect of such Early Termination Date; (D) notwithstanding
anything to the contrary in Section 6(d)(i), (I) if, no later than 4:00 pm New York City time on the day that is four Business Days prior to the final Distribution Date specified in the Optional Termination Notice, the Trustee requests the amount of the Estimated
Swap Termination Payment, Party A shall provide to the Trustee in writing (which may be done in electronic format) the amount of the Estimated Swap Termination Payment no later than 2:00 pm New York City time on the following Business Day and (II) if the Trustee
provides written notice (which may be done in electronic format) to Party A no later than two Business Days prior to the final Distribution Date specified in the Optional Termination Notice that all requirements of the Optional Termination have been met, then Party A
shall, no later than one Business Day prior to the final Distribution Date specified in the Optional Termination Notice, make the calculations contemplated by Section 6(e) of the ISDA Master Agreement (as amended herein) and provide to the Trustee in writing (which
may be done in electronic format) the amount payable by either Party B or Party A in respect of the related Early Termination Date in connection with this Additional Termination Event; provided, however, that the amount payable by Party B, if any, in respect of the
related Early Termination Date shall be the lesser of (x) the amount calculated to be due from Party B pursuant to Section 6(e) and (y) the Estimated Swap Termination Payment; and (E) notwithstanding anything to the contrary in this Agreement, any amount due from
Party B to Party A in respect of this Additional Termination Event will be payable on the final Distribution Date specified  in the Optional Termination Notice and any amount due from Party A to Party B in respect of this Additional Termination Event will be
payable one Business Day prior to the final Distribution Date specified  in the Optional Termination Notice.


 


The Trustee shall be an express third party beneficiary of this Agreement as if a party hereto to the extent of the Trustee’s rights specified herein. 


 


(d)  Required Ratings Downgrade Event.  In the event that no Relevant Entity has credit ratings at least equal to the Required Ratings Threshold, 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.


 


(e)   Indemnification and Disclosure Agreement.  Party A and Party B hereby agree that the terms of the Indemnification and Disclosure Agreement, dated as of May 10, 2007, (the
“Indemnification and Disclosure Agreement”), between Washington Mutual Bank (“Sponsor”) and Barclays Bank PLC (the “Derivative Provider”) shall be incorporated by reference into this Agreement and Party B shall be an express
third party beneficiary of the Indemnification and Disclosure Agreement. A copy of the Indemnification and Disclosure Agreement is annexed hereto at Annex B.


 


(f)  Transfers.


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


“Except with respect to any Permitted Transfer pursuant to Section 6(b)(ii), Part 5(d), the Indemnification and Disclosure Agreement, or the
succeeding sentence, 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 unless (a) the prior written
consent of the other party is obtained (such consent not to be unreasonably withheld), and (b) the Rating Agency Condition has been satisfied with respect to S&P and Fitch, except that:


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


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


At any time at which no Relevant Entity has credit ratings at least equal to the Approved Ratings Threshold, Party A may make a Permitted
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.


(g)  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 Supplemental Interest Trust and the proceeds thereof, in accordance with the priority of payments and other terms of the Pooling and Servicing Agreement and that Party A will not have any recourse to
any of the directors, trustees, officers, employees, shareholders or affiliates of the 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
Supplemental Interest Trust and the proceeds thereof, should be insufficient to satisfy all claims outstanding and following the realization of the account held by the Supplemental Interest 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 Supplemental Interest Trust Trustee 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 Supplemental Interest Trust from the Trust created pursuant to the Pooling and Servicing Agreement. This provision will survive the termination of this Agreement.


 


(h)  Timing of Payments by Party B upon Early Termination.  Notwithstanding anything to the contrary in Section 6(d)(ii), to the extent that all or a portion (in either case, the
“Unfunded Amount”) of any amount that is calculated as being due in respect of any Early Termination Date under Section 6(e) from Party B to Party A will be paid by Party B from amounts other than any upfront payment paid to Party B by an Eligible
Replacement that has entered a Replacement Transaction with Party B, then such Unfunded Amount shall be due on the next subsequent Distribution Date following the date on which the payment would have been payable as determined in accordance with Section 6(d)(ii), and
on any subsequent Distribution Dates until paid in full (or if such Early Termination Date is the final Distribution Date, on such final Distribution Date); provided, however, that if the date on which the payment would have been payable as determined in accordance
with Section 6(d)(ii) is a Distribution Date, such payment will be payable on such Distribution Date.  For the avoidance of doubt, interest on any payment due in respect of an Early Termination Date under Section 6(e) will in all events accrue interest from (and
including) such Early Termination Date to (but excluding) the date on which the relevant payment is made.


 


(i)  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.


 


(j)  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.”.


(k)  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 such amendment satisfies the Rating Agency
Condition with respect to S&P and Fitch. 


 


(l)  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(l) shall not constitute an Event of Default or a Termination Event.


(m)  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 Supplemental
Interest Trust, or the trust formed pursuant to the Pooling and Servicing 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 and any Notes; 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 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. 


 


(n)  Supplemental Interest Trust Trustee Liability Limitations.  It is expressly understood and agreed by the parties hereto that (a) this Agreement is executed by
Citibank, N.A. not in its individual capacity, but solely as Supplemental Interest Trust Trustee on behalf of the Supplemental Interest Trust in the exercise of the powers and authority conferred and invested in it under the Pooling and Servicing Agreement; (b)
Citibank, N.A. has been directed pursuant to the Pooling and Servicing 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 Supplemental Interest
Trust or on the part of Party B is made and intended not as personal representations of Citibank, N.A. but is made and intended for the purpose of binding only the Supplemental Interest Trust; and (d) under no circumstances shall Citibank, N.A. 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, as to all of which recourse
shall be had solely to the assets of the Supplemental Interest Trust in accordance with the terms of the Pooling and Servicing Agreement.


 


(o)  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.


 


(p)  Agent for Party B.  Party A acknowledges that Party B has appointed the Supplemental Interest Trust Trustee as its agent under the Pooling and Servicing
Agreement to carry out certain functions on behalf of Party B, and that the Supplemental Interest Trust Trustee shall be entitled to give notices and to perform and satisfy the obligations of Party B hereunder on behalf of Party B.


(q)  Escrow Payments.  If (whether by reason of the time difference between the cities in which payments are to be made or otherwise) it is not possible for
simultaneous payments to be made on any date on which both parties are required to make payments hereunder, either Party may at its option and in its sole discretion notify the other Party that payments on that date are to be made in escrow.  In this case
deposit of the payment due earlier on that date shall be made by 2:00 pm (local time at the place for the earlier payment) on that date with an escrow agent selected by the notifying party, accompanied by irrevocable payment instructions (i) to release the deposited
payment to the intended recipient upon receipt by the escrow agent of the required deposit of any corresponding payment payable by the other party on the same date accompanied by irrevocable payment instructions to the same effect or (ii) if the required deposit of
the corresponding payment is not made on that same date, to return the payment deposited to the party that paid it into escrow.  The party that elects to have payments made in escrow shall pay all costs of the escrow arrangements.


 (r)  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.


 


(s)  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.


 


(t)  Form of ISDA Master Agreement.  Party A and Party B hereby agree that the text of the body of the ISDA Master Agreement is
intended to be the printed form of the ISDA Master Agreement (Multicurrency – Crossborder) as published and copyrighted in 1992 by the International Swaps and Derivatives Association, Inc.


 


(u)  Payment Instructions.  Party A hereby agrees that, unless notified in writing by Party B of other payment instructions, any and
all amounts payable by Party A to Party B under this Agreement shall be paid to the account specified in Item 4 of this Confirmation, below. 


 


(v)  Additional representations.


 


Party A represents to Party B on the date on which Party A enters into each Transaction this Agreement that it is entering into the Agreement and the Transaction as principal and
not as agent of any person.  Party B represents to Party A on the date on which Party B enters into each Transaction this Agreement that it is entering into the Agreement and the Transaction not in its individual capacity but solely as Supplemental Interest
Trust Trustee on behalf of the Supplemental Interest Trust.


 (w)  Acknowledgements.


 


(i)  Substantial financial transactions.  Each party hereto is hereby advised and acknowledges as of the date hereof that the other party has engaged in (or
refrained from engaging in) substantial financial transactions and has taken (or refrained from taking) other material actions in reliance upon the entry by the parties into the Transaction being entered into on the terms and conditions set forth herein and in the
Pooling and Servicing Agreement relating to such Transaction, as applicable. This paragraph shall be deemed repeated on the trade date of each Transaction.


(ii)  Bankruptcy Code.  Subject to Part 5(m), without limiting the applicability if any, of any other provision of the U.S. Bankruptcy Code as amended (the
“Bankruptcy Code”) (including without limitation Sections 362, 546, 556, and 560 thereof and the applicable definitions in Section 101 thereof), the parties acknowledge and agree that all Transactions entered into hereunder will constitute “forward
contracts” or “swap agreements” as defined in Section 101 of the Bankruptcy Code or “commodity contracts” as defined in Section 761 of the Bankruptcy Code, that the rights of the parties under Section 6 of this Agreement will constitute
contractual rights to liquidate Transactions, that any margin or collateral provided under any margin, collateral, security, pledge, or similar agreement related hereto will constitute a “margin payment” as defined in Section 101 of the Bankruptcy Code,
and that the parties are entities entitled to the rights under, and protections afforded by, Sections 362, 546, 556, and 560 of the Bankruptcy Code.


  (x)  Additional Definitions. 


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 Approved 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 (d) of the definition of Permitted Transfer (as determined by Party B in its sole discretion, acting in a commercially reasonable manner) 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 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 with respect to S&P and Fitch, 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 from S&P and
Fitch at least equal to the S&P Approved Ratings Threshold and the Fitch Approved Ratings Threshold and (B) has credit ratings from Moody’s at least equal to the Moody’s Second Trigger Ratings Threshold, provided, for the avoidance of doubt, that an
Eligible Guarantee of an Eligible Guarantor with credit ratings below the Moody’s First Trigger Ratings Threshold will not cause a Collateral Event (as defined in the Credit Support Annex) not to occur or continue with respect to Moody’s. 


 


“Eligible Replacement”means an entity (A) (i) (a) that has credit ratings from
S&P and Fitch at least equal to the S&P Approved Ratings Threshold and the Fitch Approved Ratings Threshold, and (b) has credit ratings from Moody’s at least equal to the Moody’s Second Trigger Ratings Threshold, provided, for the avoidance of
doubt, that an Eligible Replacement with credit ratings below the Moody’s First Trigger Ratings Threshold will not cause a Collateral Event (as defined in the Credit Support Annex) not to occur or continue with respect to Moody’s, or (ii) the present and
future obligations (for the avoidance of doubt, not limited to payment obligations) of which entity to Party B under this Agreement are guaranteed pursuant to an Eligible Guarantee and (B) that has executed an Indemnification and Disclosure Agreement with
Sponsor.


 


“Estimated Swap Termination Payment”means, with respect to an Early Termination Date, an amount determined by Party A in good faith and
in a commercially reasonable manner as the maximum payment that could be owed by Party B to Party A in respect of such Early Termination Date pursuant to Section 6(e) of the ISDA Master Agreement, taking into account then current market conditions.


 


“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 Approved 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 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 Fitch of “BBB+” and a short-term unsecured and unsubordinated debt rating from Fitch of “F2”).


 


“Moody’s”means Moody’s Investors Service, Inc., or any successor
thereto. 


 


“Moody’s First Trigger Ratings 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 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 or counterparty 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 Ratings 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 pursuant to Section 6(b)(ii), Part 5(d), the
Indemnification and Disclosure Agreement, or the second sentence of Section 7 (as amended herein) 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; (b) Party A and the Transferee are both “dealers in notional principal contracts” within the
meaning of Treasury regulations section 1.1001-4; (c) 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); (d) an Event of Default or Termination Event would not occur as a result of such transfer; (e) 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; (f) Party B shall have determined, in its sole discretion, acting in a commercially reasonable manner, that 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; (g) 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); (h) either (A)
Moody’s has been given prior written notice of such transfer and the Rating Agency Condition is satisfied with respect to S&P and Fitch or (B) each Swap Rating Agency has been given prior written notice of such transfer and such transfer is in connection
with the assignment and assumption of this Agreement without modification of its terms, other than party names, dates relevant to the effective date of such transfer, tax representations (provided that the representations in Part 2(a)(i) are not modified) and any
other representations regarding the status of the substitute counterparty of the type included in Part 5(b)(iv) or Part 5(v), notice information and account details; and such transfer otherwise complies with the terms of the Pooling and Servicing
Agreement.


“Rating Agency Condition”means, with respect to any particular proposed act or omission to act hereunder and each Swap Rating Agency
specified in connection with such proposed act or omission, that the party acting or failing to act must consult with each of the specified 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 or Notes.


 


“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, as determined by Party B in its sole discretion, acting in a commercially reasonable manner.


 


“Required Ratings Downgrade Event”means that no Relevant Entity has credit
ratings at least equal to the Required Ratings Threshold.


 


“Required Ratings Threshold” means each of the S&P Required Ratings
Threshold, the Moody’s Second Trigger Ratings Threshold and the Fitch Required 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 or counterparty 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 or counterparty 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, to the extent that each such rating agency is then providing a rating for any of the WaMu Asset-Backed Certificates, WaMu Series 2007-HE3 Trust (the “Certificates”) or any notes backed by the Certificates (the
“Notes”).


 


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4.         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:                 Citibank, N.A.

New York, NY 10005

ABA #021000089

Acct Name: Structured Finance Incoming Wire Account

Acct No. 3617-2242

Ref. WAMU 07-HE3 Supplemental Interest Account Astra A/C 106611


 


 


This Agreement may be executed in several counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same
instrument.


 









 


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:


BARCLAYS BANK PLC

	
For and on behalf of:


Citibank, N.A., not in its individual capacity, but solely as Supplemental Interest Trust Trustee on behalf of the Supplemental Interest Trust with respect to the WaMu
Asset-Backed Certificates, WaMu Series 2007-HE3 Trust


	
 



 


 /s/
Shain Kaimanowitz 




Name:
Shain Kaimanowitz


Title:
Authorized Signatory


Date:

	
 



 


 /s/
Valerie Delgado




Name:
Valerie Delgado


Title:  Vice
President


Date:


 





 


 


 









 


SCHEDULE I


(All such dates subject to No Adjustment with respect to Fixed Rate Payer Period End Dates and adjustment in accordance with
the Following Business Day Convention with respect to Floating Rate Payer Period End Dates)


 


	
From and including

	
To but excluding

	
Notional Amount (USD)


	
6/25/2007

	
7/25/2007

	
898,048,184


	
7/25/2007

	
8/25/2007

	
891,598,365


	
8/25/2007

	
9/25/2007

	
882,692,476


	
9/25/2007

	
10/25/2007

	
872,036,454


	
10/25/2007

	
11/25/2007

	
859,861,630


	
11/25/2007

	
12/25/2007

	
856,400,679


	
12/25/2007

	
1/25/2008

	
851,221,886


	
1/25/2008

	
2/25/2008

	
844,327,303


	
2/25/2008

	
3/25/2008

	
835,975,602


	
3/25/2008

	
4/25/2008

	
825,902,256


	
4/25/2008

	
5/25/2008

	
813,782,699


	
5/25/2008

	
6/25/2008

	
797,489,810


	
6/25/2008

	
7/25/2008

	
776,757,272


	
7/25/2008

	
8/25/2008

	
753,543,895


	
8/25/2008

	
9/25/2008

	
731,192,509


	
9/25/2008

	
10/25/2008

	
710,207,522


	
10/25/2008

	
11/25/2008

	
690,368,264


	
11/25/2008

	
12/25/2008

	
671,518,532


	
12/25/2008

	
1/25/2009

	
653,566,023


	
1/25/2009

	
2/25/2009

	
636,543,252


	
2/25/2009

	
3/25/2009

	
620,385,388


	
3/25/2009

	
4/25/2009

	
604,672,888


	
4/25/2009

	
5/25/2009

	
373,263,386


	
5/25/2009

	
6/25/2009

	
359,546,965


	
6/25/2009

	
7/25/2009

	
334,745,373


	
7/25/2009

	
8/25/2009

	
313,060,886


	
8/25/2009

	
9/25/2009

	
295,636,980


	
9/25/2009

	
10/25/2009

	
280,830,963


	
10/25/2009

	
11/25/2009

	
267,960,382


	
11/25/2009

	
12/25/2009

	
256,480,417


	
12/25/2009

	
1/25/2010

	
246,135,016


	
1/25/2010

	
2/25/2010

	
236,614,670


	
2/25/2010

	
3/25/2010

	
227,464,212


	
3/25/2010

	
4/25/2010

	
218,463,546


	
4/25/2010

	
5/25/2010

	
209,640,349


	
5/25/2010

	
6/25/2010

	
209,489,604


	
6/25/2010

	
7/25/2010

	
197,051,539


	
7/25/2010

	
8/25/2010

	
188,510,931


	
8/25/2010

	
9/25/2010

	
181,069,852


	
9/25/2010

	
10/25/2010

	
174,163,237


	
10/25/2010

	
11/25/2010

	
167,813,798


	
11/25/2010

	
12/25/2010

	
161,855,292


	
12/25/2010

	
1/25/2011

	
156,222,601


	
1/25/2011

	
2/25/2011

	
150,990,232


	
2/25/2011

	
3/25/2011

	
145,960,585


	
3/25/2011

	
4/25/2011

	
141,449,494


	
4/25/2011

	
5/25/2011

	
137,079,664


	
5/25/2011

	
6/25/2011

	
132,870,029


	
6/25/2011

	
7/25/2011

	
128,791,586


	
7/25/2011

	
8/25/2011

	
124,833,127


	
8/25/2011

	
9/25/2011

	
120,950,648


	
9/25/2011

	
10/25/2011

	
117,165,820


	
10/25/2011

	
11/25/2011

	
113,479,171


	
11/25/2011

	
12/25/2011

	
109,890,569


	
12/25/2011

	
1/25/2012

	
106,399,180


	
1/25/2012

	
2/25/2012

	
103,001,791


	
2/25/2012

	
3/25/2012

	
99,733,865


	
3/25/2012

	
4/25/2012

	
96,601,212


	
4/25/2012

	
5/25/2012

	
93,609,805





 


 


 


 









Annex A


 


Paragraph 13 of the Credit Support Annex





ANNEX A


 


ISDA®


CREDIT SUPPORT ANNEX


to the Schedule to the


ISDA Master Agreement


dated as of  May 10, 2007 between


Barclays Bank PLC (hereinafter referred to as “Party A” or “Pledgor”)


and


Citibank, N.A., not in its individual capacity, but solely as Supplemental Interest Trust Trustee on behalf of the Supplemental Interest Trust with
respect to the WaMu Asset-Backed Certificates, WaMu Series 2007-HE3 Trust            (“hereinafter referred to as“Party B” or “Secured Party”)


 


For the avoidance of doubt, and notwithstanding anything to the contrary that may be contained in the Agreement, this Credit Support Annex shall relate solely to the Transaction
documented in the Confirmation dated May 10, 2007, between Party A and Party B, Reference Number 1733274B.


 


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 each 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/Fitch Credit Support Amount for such Valuation Date exceeds (b) the S&P/Fitch Value as of such Valuation Date of all Posted
Credit Support held by the Secured Party,


(2)   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


(3)   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/Fitch Value as of such Valuation Date of all Posted Credit Support held by the Secured Party exceeds (b) the S&P/Fitch Credit
Support Amount for such Valuation Date,


(2)   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


(3)   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/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):









 


	
 


Collateral
	
S&P/Fitch Valuation

 Percentage
	
Moody’s


First Trigger Valuation Percentage
	
Moody’s


Second Trigger Valuation Percentage

	
(A)               Cash
	
100%

	
100%

	
100%


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

	
100%


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

	
94%


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

	
100%

	
88%





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, amend the Valuation Percentages in relation to (B) through (D) above with the approval of the relevant rating agency (to the extent such rating agency is providing a rating for the Certificates), and upon such approval (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:


Not applicable.


(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) a Collateral Event has occurred and has been continuing (x) for at least 30 days or (y) since this Annex was executed, or (ii) a Required
Ratings Downgrade Event has occurred and is continuing; 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 Certificate Principal Balance of the Certificates and the aggregate principal balance of the Notes rated by S&P is
at the time of any transfer less than USD 50,000,000, the “Minimum Transfer Amount” shall be USD 50,000.


(D)                Rounding:
The Delivery Amount will be rounded up to the nearest integral multiple of USD 10,000. The Return Amount will be rounded down to the nearest integral multiple of USD 10,000; provided, that if the Return Amount is equal to all Posted Credit Support held
by the Secured Party, the Return  Amount will not be rounded.


(c)                 Valuation
and Timing.


(i)                   “Valuation Agent” means Party A; provided, however, that if an Event of
Default shall have occurred with respect to which Party A is the Defaulting Party, Party B shall have the right to designate as Valuation Agent an independent party, reasonably acceptable to Party A, the cost for which shall be borne by Party A.  All
calculations by the Valuation Agent must be made in accordance with standard market practice, including, in the event of a dispute as to the Value of any Eligible Credit Support or Posted Credit Support, by making reference to quotations received by the Valuation
Agent from one or more Pricing Sources.


(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.  The Valuation Agent will notify each party (or the other party, if the Valuation Agent is a party) of its calculations not later than the Notification Time on
the applicable Valuation Date (or in the case of Paragraph 6(d), the Local Business Day following the day on which such relevant calculations are performed).”


(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 Support 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 Support; 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):  With respect to Party A: any Additional Termination Event with respect to which Party A is the sole Affected Party.  With respect to Party B: 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/Fitch Value, Moody’s First Trigger Value, and Moody’s Second Trigger Value, on any date,
of Eligible Collateral other than Cash will be calculated as follows: 


For Eligible Collateral in the form of securities listed in Paragraph 13(b)(ii): 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.


(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).


Party B may appoint as Custodian (A) the entity then serving as Supplemental Interest Trust Trustee or (B) any entity other than the entity then serving as Supplmental Interest Trust
Trustee if such other entity (or, to the extent applicable, its parent company or credit support provider) shall then have a short-term unsecured and unsubordinated debt rating from S&P of at least “A-1.”


Initially, the Custodian for Party B is: The Supplemental Interest Trust Trustee.


(ii)                 Use of Posted Collateral.  The provisions of Paragraph 6(c)(i) will not apply to Party B, but the provisions of Paragraph 6(c)(ii) will apply to Party B.


(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 that is held by Party B or its Custodian.  Posted Collateral in
the form of Cash shall be invested in such overnight (or redeemable within two Local Business Days of demand) Permitted Investments rated at least (x) AAAm or AAAm-G by S&P and (y) Prime-1 by Moody’s or Aaa by Moody’s, as directed by Party A (unless
(x) an Event of Default or an Additional Termination Event has occurred with respect to which Party A is the defaulting or sole Affected Party or (y) an Early Termination Date has been designated, in which case such Posted Collateral shall be held uninvested). 
Gains and losses incurred in respect of any investment of Posted Collateral in the form of Cash in Permitted Investments as directed by Party A shall be for the account of Party A.


(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 means:  not applicable.


(ii)                 “Transfer” with respect to Other Eligible Support and Other Posted Support means:  not applicable.


(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: 


Citibank N.A.

388 Greenwich Street, 14th Fl

New York, N.Y. 10013

Ref: WAMU 07-HE3

Telephone no. (949) 250-6464

Facsimile no. (949) 250-6450


(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.


Party A account details:     Correspondent: BARCLAYS BANK PLC
NEW YORK


FEED: 026002574


Beneficiary:  BARCLAYS SWAPS


Beneficiary Account: 050-01922-8


 


Party B account details:      Citibank, N.A.

New York, NY 10005

ABA #021000089

Acct Name: Structured Finance Incoming Wire Account

Acct No. 3617-2242

Ref. WAMU 07-HE3 Credit Support Annex Account Astra A/C 106615


 


 


(m)               
 Other
Provisions.


(i)                   Collateral Account.  Party B shall open and maintain a segregated account, which shall be an Eligible Account, and hold, record and identify all Posted Collateral in such segregated account.


(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/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/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/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/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/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/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/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/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/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.


“Local Business Day” means, for purposes of this Annex: 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 Party A, Party B and any 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 the location of Party A, Party B and any Custodian.


“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 Ratings 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) the sum of (i) the Secured Party’s Exposure for such Valuation Date and (ii) the sum, for each Transaction to which this Annex relates, of the product of (i) the
applicable Moody’s First Trigger Factor set forth in Table 1, (ii) the Scale Factor, if any, for such Transaction, or, if no Scale Factor is applicable for such Transaction, one, and (iii) the Notional Amount for such Transaction for the Calculation Period for
such Transaction (each as defined in the related Confirmation) which includes such Valuation Date; 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 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 aggregate amount of the Next Payments for all Next Payment Dates, and (c) the sum
of (x) the Secured Party’s Exposure for such Valuation Date and (y) the sum, for each Transaction to which this Annex relates, of (1) if such Transaction is not a Transaction-Specific Hedge, the product of (i) the applicable
Moody’s Second Trigger Factor set forth in Table 2, (ii) the Scale Factor, if any, for such Transaction, or, if no Scale Factor is applicable for such Transaction, one, and (iii) the Notional Amount for such Transaction for the Calculation Period for such
Transaction (each as defined in the related Confirmation) which includes such Valuation Date; or (2) if such Transaction is a Transaction-Specific Hedge, the product of (i) the applicable Moody’s Second Trigger Factor set forth in Table 3, (ii) the Scale
Factor, if any, for such Transaction, or, if no Scale Factor is applicable for such Transaction, one, and (iii) the Notional Amount for such Transaction for the Calculation Period for such Transaction (each as defined in the related Confirmation) which includes such
Valuation Date; 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).


“Next Payment” means, in respect of the Next Payment Date, the greater of (i) the amount of any payments due to be made by Party A under
Section 2(a) on such Next Payment Date less any payments due to be made by Party B under Section 2(a) on such Next Payment Date (in each case, after giving effect to any applicable netting under Section 2(c)) and (ii) zero.


“Next Payment Date” means the date on which the next scheduled payment under any Transaction is due to be paid.


 “Pricing Sources” means the sources of financial information commonly known as Bloomberg, Bridge Information Services, Data
Resources Inc., Interactive Data Services, International Securities Market Association, Merrill Lynch Securities Pricing Service, Muller Data Corporation, Reuters, Wood Gundy, Trepp Pricing, JJ Kenny, S&P and Telerate.


“Remaining Weighted Average Maturity” means, with respect to a Transaction, the expected weighted average maturity for such
Transaction as determined by the Valuation Agent. 


“S&P/Fitch Approved Ratings Downgrade Event” means that no Relevant Entity has credit ratings at least equal to the S&P
Approved Ratings Threshold and the Fitch Approved Ratings Threshold.


“S&P/Fitch Credit Support Amount” means, for any Valuation Date, the excess, if any, of


(I)         (A)             for any Valuation Date on which (i) a
S&P/Fitch Approved Ratings Downgrade Event has occurred and been continuing for at least 30 days, or (ii) a S&P/Fitch Required Ratings Downgrade Event has occurred and is continuing, an amount equal to the sum of (1) 100.0% of the Secured Party’s
Exposure for such Valuation Date and (2) the sum, for each Transaction to which this Annex relates, of the product of (i) the Volatility Buffer for such Transaction, (ii) the Scale Factor, if any, for such Transaction, or, if no Scale Factor is applicable for such
Transaction, one, and (iii) the Notional Amount of such Transaction for the Calculation Period of such Transaction (each as defined in the related Confirmation) which includes such Valuation Date, or


 or


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


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


"S&P/Fitch Required Ratings Downgrade Event" means that no Relevant Entity has credit ratings at least equal to the S&P
Required Ratings Threshold and the Fitch Required Ratings Threshold.


“S&P/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 S&P/Fitch Valuation Percentage for such Eligible Collateral set forth in paragraph 13(b)(ii).


“Transaction-Specific Hedge” means any Transaction that is (i) an interest rate swap in respect of which (x) the notional amount
of the interest rate swap is “balance guaranteed” or (y) the notional amount of the interest rate swap for any Calculation Period (as defined in the related Confirmation) otherwise is not a specific dollar amount that is fixed at the inception of the
Transaction, (ii) an interest rate cap, (iii) an interest rate floor or (iv) an interest rate swaption.


“Valuation Percentage” shall mean, for purposes of determining the S&P/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/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/Fitch Value, the related Moody’s First Trigger Value, and the related Moody’s Second Trigger Value.


“Volatility Buffer” means, for any Transaction, the related percentage set forth in the following
table. 


	
The higher of  the S&P credit rating of (i)
Party A and (ii) the Credit Support Provider of Party A, if applicable

	
Remaining Weighted Average Maturity of such
Transaction


up to 3 years

	
Remaining Weighted Average Maturity of such
Transaction


up to 5 years

	
Remaining Weighted Average Maturity of such
Transaction


up to 10 years

	
Remaining Weighted Average Maturity of such
Transaction


up to 30 years


	
“A-2” or higher

	
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%





 


 


 


[Remainder of this page intentionally left blank]









Table 1


Moody’s First Trigger Factor


 



	
Remaining

 Weighted Average Life

 of Hedge in Years

	
Daily

 Collateral

 Posting


	
1 or less

	
0.15%


	
More than 1 but not more than 2

	
0.30%


	
More than 2 but not more than 3

	
0.40%


	
More than 3 but not more than 4

	
0.60%


	
More than 4 but not more than 5

	
0.70%


	
More than 5 but not more than 6

	
0.80%


	
More than 6 but not more than 7

	
1.00%


	
More than 7 but not more than 8

	
1.10%


	
More than 8 but not more than 9

	
1.20%


	
More than 9 but not more than 10

	
1.30%


	
More than 10 but not more than 11

	
1.40%


	
More than 11 but not more than 12

	
1.50%


	
More than 12 but not more than 13

	
1.60%


	
More than 13 but not more than 14

	
1.70%


	
More than 14 but not more than 15

	
1.80%


	
More than 15 but not more than 16

	
1.90%


	
More than 16 but not more than 17

	
2.00%


	
More than 17 but not more than 18

	
2.00%


	
More than 18 but not more than 19

	
2.00%


	
More than 19 but not more than 20

	
2.00%


	
More than 20 but not more than 21

	
2.00%


	
More than 21 but not more than 22

	
2.00%


	
More than 22 but not more than 23

	
2.00%


	
More than 23 but not more than 24

	
2.00%


	
More than 24 but not more than 25

	
2.00%


	
More than 25 but not more than 26

	
2.00%


	
More than 26 but not more than 27

	
2.00%


	
More than 27 but not more than 28

	
2.00%


	
More than 28 but not more than 29

	
2.00%


	
More than 29

	
2.00%







 









Table 2


Moody’s Second Trigger Factor for Interest Rate Swaps with Fixed Notional Amounts


 



	
Remaining

 Weighted Average Life

 of Hedge in Years

	
Daily

 Collateral

 Posting


	
1 or less

	
0.50%


	
More than 1 but not more than 2

	
1.00%


	
More than 2 but not more than 3

	
1.50%


	
More than 3 but not more than 4

	
1.90%


	
More than 4 but not more than 5

	
2.40%


	
More than 5 but not more than 6

	
2.80%


	
More than 6 but not more than 7

	
3.20%


	
More than 7 but not more than 8

	
3.60%


	
More than 8 but not more than 9

	
4.00%


	
More than 9 but not more than 10

	
4.40%


	
More than 10 but not more than 11

	
4.70%


	
More than 11 but not more than 12

	
5.00%


	
More than 12 but not more than 13

	
5.40%


	
More than 13 but not more than 14

	
5.70%


	
More than 14 but not more than 15

	
6.00%


	
More than 15 but not more than 16

	
6.30%


	
More than 16 but not more than 17

	
6.60%


	
More than 17 but not more than 18

	
6.90%


	
More than 18 but not more than 19

	
7.20%


	
More than 19 but not more than 20

	
7.50%


	
More than 20 but not more than 21

	
7.80%


	
More than 21 but not more than 22

	
8.00%


	
More than 22 but not more than 23

	
8.00%


	
More than 23 but not more than 24

	
8.00%


	
More than 24 but not more than 25

	
8.00%


	
More than 25 but not more than 26

	
8.00%


	
More than 26 but not more than 27

	
8.00%


	
More than 27 but not more than 28

	
8.00%


	
More than 28 but not more than 29

	
8.00%


	
More than 29

	
8.00%







 


 












Table 3


Moody’s Second Trigger Factor for Transaction-Specific Hedges



	
Remaining

 Weighted Average Life

 of Hedge in Years

	
Daily

 Collateral

 Posting


	
1 or less

	
0.65%


	
More than 1 but not more than 2

	
1.30%


	
More than 2 but not more than 3

	
1.90%


	
More than 3 but not more than 4

	
2.50%


	
More than 4 but not more than 5

	
3.10%


	
More than 5 but not more than 6

	
3.60%


	
More than 6 but not more than 7

	
4.20%


	
More than 7 but not more than 8

	
4.70%


	
More than 8 but not more than 9

	
5.20%


	
More than 9 but not more than 10

	
5.70%


	
More than 10 but not more than 11

	
6.10%


	
More than 11 but not more than 12

	
6.50%


	
More than 12 but not more than 13

	
7.00%


	
More than 13 but not more than 14

	
7.40%


	
More than 14 but not more than 15

	
7.80%


	
More than 15 but not more than 16

	
8.20%


	
More than 16 but not more than 17

	
8.60%


	
More than 17 but not more than 18

	
9.00%


	
More than 18 but not more than 19

	
9.40%


	
More than 19 but not more than 20

	
9.70%


	
More than 20 but not more than 21

	
10.00%


	
More than 21 but not more than 22

	
10.00%


	
More than 22 but not more than 23

	
10.00%


	
More than 23 but not more than 24

	
10.00%


	
More than 24 but not more than 25

	
10.00%


	
More than 25 but not more than 26

	
10.00%


	
More than 26 but not more than 27

	
10.00%


	
More than 27 but not more than 28

	
10.00%


	
More than 28 but not more than 29

	
10.00%


	
More than 29

	
10.00%







 


 





[Annex B


 


Indemnification and Disclosure Agreement]





  





INDEMNIFICATION AND DISCLOSURE AGREEMENT


THIS INDEMNIFICATION AND DISCLOSURE AGREEMENT dated May 10, 2006 (this “Agreement”) is between Washington Mutual Bank (the “Sponsor”) and Barclays Bank PLC (the “Swap
Counterparty”).



WITNESSETH:


WHEREAS, the Sponsor intends to convey certain mortgage loans to WaMu Asset Acceptance Corp. (the “Depositor”), which in turn will convey these mortgage loans to WaMu Asset-Backed Certificates,
WaMu Series 2007-HE3 (the “Issuing Entity”), of which Citibank, N.A. is the trustee (the “Trustee”) under a pooling and servicing agreement dated as of May 1, 2007 (the “Pooling Agreement”), among the Trustee, the Depositor,
the Sponsor as seller and servicer, and Christiana Bank & Trust Company as Delaware Trustee;


WHEREAS, pursuant to the Preliminary Prospectus Supplement dated April 26, 2007 (the “Preliminary Prospectus Supplement”) and the Prospectus Supplement dated May 8, 2007, as amended or
supplemented (together with the Preliminary Prospectus Supplement, the “Offering Documents”), the Sponsor intends to offer for sale certain of the WaMu Asset-Backed Certificates, WaMu Series 2007-HE3 (the “Certificates”); and


WHEREAS, the Swap Counterparty has agreed to enter into an interest rate swap agreement (the “Swap Agreement”) in connection with the issuance of the Certificates;


NOW, THEREFORE, in consideration of the mutual agreements hereinafter set forth and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto
agree as follows:



AGREEMENT


1.         Definitions.


“Act” shall mean the Securities Act of 1933, as amended.


“Additional Information” shall mean the information set forth in Item 1115(b) of Regulation AB.


“Commission” shall mean the Securities and Exchange Commission.


“Controlling Person” shall mean the officers and directors, and each person, if any, who controls a party to this Agreement within the meaning of Section 15 of the Act.


“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.


“Indemnified Party” shall mean a party to this Agreement (in its own right and on behalf of its related Controlling Persons) entitled to an indemnification under the terms of this
Agreement.


“Indemnifying Party” shall mean a party to this Agreement obligated to indemnify an Indemnified Party under the terms of this Agreement.


“Regulation AB” shall mean Subpart 229.1100 - Asset Backed Securities (Regulation AB), 17 C.F.R. §§229.1100-229.1123, as such may be amended from time to time, and subject to such
clarification and interpretation as have been provided by the Commission in the adopting release (Asset-Backed Securities, Securities Act Release No. 33-8518, 70 Fed. Reg. 1,506, 1,531 (Jan. 7, 2005)) or by the staff of the Commission, or as may be provided by the
Commission or its staff from time to time.


“Swap Counterparty Information” shall mean the information contained in the first paragraph under the caption “Description of the Certificates—The Swap Counterparty,” in the
Offering Documents provided by or on behalf of the Swap Counterparty to the Sponsor or the Depositor for inclusion in the Offering Documents as of its respective date as set forth in Appendix 1.


Capitalized terms not otherwise defined herein have the meanings ascribed to such terms in the Pooling Agreement.


2.         Covenant to Provide Additional Swap Counterparty Information.  If at any time during a period that reports are being filed with respect to the
Issuing Entity in accordance with the Exchange Act and the rules and regulations of the Commission, in the sole discretion of the Depositor or the Sponsor, the “aggregate significance percentage” as determined in accordance with Item 1115 of Regulation AB
of all derivative instruments provided by the Swap Counterparty and any of its affiliates to the Issuing Entity is 8% or more, the Swap Counterparty shall within five (5) Business Days following receipt of request therefor demonstrate to the satisfaction of the
Sponsor and the Depositor that it is able to provide the Additional Information required under Item 1115(b)(1) of Regulation AB for the Swap Counterparty (or for the group of affiliated entities, if applicable).  If the Swap Counterparty is unable to satisfy the
Sponsor and the Depositor as to its ability to provide such information, the Swap Counterparty shall, at its option, within ten (10) Business Days following receipt of request therefor, (1) promptly post collateral satisfactory to the Sponsor and the Depositor in an
amount sufficient to reduce the aggregate significance percentage to 7%, pursuant to a Credit Support Annex or similar agreement reasonably satisfactory to the Sponsor, the Depositor and the Trustee, or (2) at the sole expense of the Swap Counterparty, by a Permitted
Transfer (as defined in the Swap Agreement), without any expense or liability to the Sponsor, the Depositor, the Trustee or the Issuing Entity, assign its rights and delegate its obligations under the Swap Agreement to a substitute counterparty reasonably acceptable
to the Sponsor and the Depositor that (x) is able to provide such financial information and (y) enters into an agreement similar in form to this Agreement pursuant to which such substitute counterparty agrees to provide the required financial information.


If at any time during a period that reports are being filed with respect to the Issuing Entity in accordance with the Exchange Act and the rules and regulations of the Commission, in the sole discretion of
the Depositor or the Sponsor, the “aggregate significance percentage” as determined in accordance with Item 1115 of Regulation AB of all derivative instruments provided by the Swap Counterparty and any of its affiliates to the Issuing Entity is 18% or
more, the Swap Counterparty shall within five (5) Business Days following receipt of request therefor demonstrate to the satisfaction of the Sponsor and the Depositor that it is able to provide the Additional Information required under Item 1115(b)(2) of Regulation
AB for the Swap Counterparty (or for the group of affiliated entities, if applicable), together with any necessary auditor’s consents.  If the Swap Counterparty is unable to satisfy the Sponsor and the Depositor as to its ability to provide such
information and consents, the Swap Counterparty shall, at its option, within ten (10) Business Days following receipt of request therefor, (1) promptly post collateral satisfactory to the Sponsor and the Depositor in an amount sufficient to reduce the aggregate
significance percentage to 17%, pursuant to a Credit Support Annex or similar agreement reasonably satisfactory to the Sponsor, the Depositor and the Trustee, or (2) at the sole expense of the Swap Counterparty, without any expense or liability to the Sponsor, the
Depositor, the Trustee or the Issuing Entity, assign its rights and delegate its obligations under the Swap Agreement to a substitute counterparty reasonably acceptable to the Sponsor and the Depositor that (x) is able to provide such financial information and (y)
enters into an agreement similar in form to this Agreement pursuant to which such substitute counterparty agrees to provide the required financial information and consents.  Any Additional Information furnished by the Swap Counterparty hereunder shall be
incorporated by reference or otherwise in a form suitable for filing by the Depositor with the Commission via the Electronic Data Gathering and Retrieval System (EDGAR).  In addition, any such Additional Information shall be accompanied by any necessary
auditor’s consents. 


3.         Indemnification.


(a)        The Swap Counterparty hereby agrees to indemnify and hold harmless the Issuing Entity, the Depositor and the Sponsor, and each Controlling Person, if any, with
respect to the Depositor or the Sponsor within the meaning of the Act (a “WaMu Indemnified Party”) against any losses, claims, damages or liabilities (including, but not limited to, reasonable attorneys fees and expenses) to which the Issuing Entity, the
Depositor, the Sponsor or such WaMu Indemnified Party may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise directly out of or are based directly upon (w) any untrue statement of
any material fact contained in the Swap Counterparty Information or any Additional Information as of the date of the Offering Documents, in the case of any Swap Counterparty Information, and as of the date of such Additional Information, in the case of any Additional
Information, (x) the omission to state in the Swap Counterparty Information or any Additional Information a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not
misleading as of the date of the Offering Documents, in the case of any Swap Counterparty Information, and as of the date of such Additional Information, in the case of any Additional Information or (y) any failure of the Swap Counterparty to meet the obligations set
forth in Section 2 hereof.  The Swap Counterparty’s sole liability for failure to meet the obligations set forth in Section 2 hereof shall be the reasonable costs and expenses of the Sponsor in negotiating with the Commission to justify the Sponsor’s
inability to meet its filing requirements as the result of the Swap Counterparty’s failure to meet the obligations set forth in Section 2 hereof.


(b)        The Sponsor hereby agrees to indemnify and hold harmless the Swap Counterparty, and each Controlling Person, if any, with respect to the Swap Counterparty within
the meaning of the Act (the “Swap Counterparty Indemnified Party”) against any losses, claims, damages or liabilities (including, but not limited to, reasonable attorneys fees and expenses) to which the Swap Counterparty or such Swap Counterparty
Indemnified Party may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise directly out of or are based directly upon (x) any untrue statement of any material fact contained in the
Offering Documents or any report filed pursuant to the Exchange Act (other than an untrue statement of material fact contained in the Swap Counterparty Information or any Additional Information as of the date of the Offering Documents, in the case of any Swap
Counterparty Information, and as of the date of such Additional Information, in the case of any Additional Information), or (y) the omission to state in the Offering Documents a material fact required to be stated therein or necessary to make the statements therein,
in light of the circumstances under which they were made, not misleading (unless the material fact omitted would constitute Swap Counterparty Information or any Additional Information as of the date of the Offering Documents, in the case of any Swap Counterparty
Information, and as of the date of such Additional Information, in the case of any Additional Information).


(c)        With respect to each claim for indemnification made hereunder, the Indemnified Party shall notify the Indemnifying Party in writing, giving notice of the nature
of the claim, within a reasonable time after service of a summons, notice or other first legal process that shall have been served upon such Indemnified Party, but failure to notify the Indemnifying Party of any such claim shall not relieve the Indemnifying Party
from any liability which it may have to the Indemnified Party (i) on account of the indemnity contained in this Agreement, except to the extent that the Indemnifying Party has been materially prejudiced by such failure, or (ii) otherwise than on account of the
indemnity contained in this Agreement.


(d)        The Indemnifying Party will be entitled to participate at its own expense in the defense or, if the Indemnifying Party so elects, to assume the defense of any
suit brought to enforce any such liability, but if the Indemnifying Party elects to assume the defense, such defense shall be conducted by counsel reasonably satisfactory to the Indemnified Party. In the event the Indemnifying Party elects to assume the defense of
any such suit and retain such counsel, the Indemnified Party or persons, defendant or defendants in the suit, may retain additional counsel but shall bear the fees and expenses of such counsel unless: (1) the Indemnifying Party shall have agreed to the retention of
such counsel at the expense of the Indemnifying Party; or (2) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party, and the Indemnifying Party reasonably determines that
representation of both by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood that the Indemnifying Party shall not, in connection with any proceeding or related proceedings in the same jurisdiction,
be liable for the fees and expenses of more than one counsel (separate from its own counsel) for the Indemnified Party.


(e)        The Indemnifying Party shall not be liable to indemnify any person for any settlement of any claim effected without the Indemnifying Party’s consent, which
consent shall not be unreasonably withheld. The Indemnifying Party shall not, without the prior written consent of an Indemnified Party, which consent will not be unreasonably withheld, effect any settlement of any pending or threatened proceeding in respect of which
such Indemnified Party is or could have been a party and indemnity is or could have been sought hereunder by such Indemnified Party.


(f)         If the indemnification provided for in this Agreement is insufficient or unavailable to an Indemnified Party in respect of any losses, claims, damages,
liabilities or judgments referred to herein, then the Indemnifying Party, in lieu of indemnifying the Indemnified Party, shall contribute to the amount paid or payable by the Indemnified Party as a result of such losses, claims, damages, liabilities and expenses in
such proportion as is appropriate equally to reflect (1) the relative fault and benefits of (a) the Indemnifying Party on the one hand and (b) the Indemnified Party on the other hand, as well as (2) any other relevant equitable considerations.


(g)        The Controlling Person of any Indemnified Party shall be an intended third-party beneficiary of this Agreement; provided, however, that any Controlling Person
shall appoint its related Indemnified Party as its exclusive agent for, on behalf of, and in the name of such Controlling Person, to exercise any and all rights of such Controlling Person under this Agreement, without prejudice to the right of any Controlling Party
to retain additional counsel at its own expense, as provided in this Agreement. In no event, however, will an Indemnifying Party be required to bear the expense of such additional counsel on the grounds that representation of both the Indemnified Party and its
related Controlling Person by the same counsel would be inappropriate due to actual or potential differing interests between them.


4.         Survival of Terms.  The agreements, indemnities and representations of the parties hereto or made pursuant to this Agreement will remain in full
force and effect, regardless of any investigation, or statement as to the results thereof, made by or on behalf of any parties hereto or any of the controlling persons referred to herein, and will survive the sale of the Certificates.


5.         Governing Law.  THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (INCLUDING SECTION 5-1401
OF THE NEW YORK GENERAL OBLIGATIONS LAW)AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS WITHOUT GIVING EFFECT TO CONFLICT OF LAWS PRINCIPLES OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS
LAW.


6.         Counterparts; Successors and Assigns.  This Agreement may be executed in any number of counterparts, each of which (including any copy hereof
delivered by facsimile) shall constitute one and the same original instrument, and either party hereto may execute this Agreement by signing any such counterpart.  This Agreement shall inure to the benefit of and be binding upon the Sponsor and the Swap
Counterparty and their respective successors and assigns.  Notwithstanding the foregoing, no party hereto shall assign its rights and obligations under this Agreement without the prior written consent of the other party, which consent shall not be unreasonably
withheld or delayed.


7.         Third Party Beneficiary.  Each of the Issuing Entity and the Depositor shall be a third-party beneficiary hereof and shall be entitled to enforce
the provisions hereof as if a party hereto.


[Signatures commence on following page]









EXECUTED as of the day and year first above written.


	
 

	

Barclays Bank PLC


 


	
 

	

By:       ________________________________



Name:  ________________________________



Title:     ________________________________


 


	
 

	

By:       ________________________________



Name:  ________________________________



Title:     ________________________________


 


	
 

	
 


	
 

	

WASHINGTON MUTUAL BANK,

 a savings association organized under the laws of the United States


 


	
 

	

By:      
________________________________



Name:  Barbara Loper



Title:     Vice President


 
















Appendix 1



Swap Counterparty Information


Barclays Bank PLC is a public limited company registered in England and Wales under number 1026167.  The liability of the members of Barclays Bank PLC is limited. It has its registered head office at 1
Churchill Place, London, E14 5HP. Barclays Bank PLC was incorporated on 7 August 1925 under the Colonial Bank Act 1925 and on 4 October 1971 was registered as a company limited by shares under the Companies Act 1948 to 1967. Pursuant to The Barclays Bank Act 1984, on
1 January 1985, Barclays Bank was re-registered as a public limited company and its name was changed from "Barclays Bank International Limited" to "Barclays Bank PLC". 


Barclays Bank PLC and its subsidiary undertakings (taken together, the "Group") is a major global financial services provider engaged in retail and commercial banking, credit cards, investment banking, wealth
management and investment management services. The whole of the issued ordinary share capital of Barclays Bank PLC is beneficially owned by Barclays PLC, which is the ultimate holding company of the Group and one of the largest financial services companies in the
world by market capitalisation.


The short term unsecured obligations of Barclays Bank PLC are rated A-1+ by Standard & Poor’s, P-1 by Moody’s and F1+ by Fitch Ratings Limited and the long-term obligations of Barclays Bank
PLC are rated AA by Standard & Poor’s, Aa1 by Moody’s and AA+ by Fitch Ratings Limited.



Based on the Group’s audited financial information for the year ended 31 December 2006, the Group had total assets of £996,503 million (2005: £924,170 million),
total net loans and advances (includes balances relating to both bank and customer accounts) of £313,226 million (2005: £300,001 million), total deposits (includes deposits from bank and customer accounts) of £336,316 million (2005: £313,811
million), and total shareholders’ equity of £27,106 million (2005: £24,243 million) (including minority interests of £1,685 million (2005: £1,578 million)). The profit before tax of the Group for the year ended 31 December 2006 was
£7,197 million (2005: £5,311 million) after impairment charges on loans and advances and other credit provisions of £2,154 million (2005: £1,571 million). The financial information in this paragraph is extracted from the audited Results
Announcement of the Group for the year ended 31 December 2006.