Wells Fargo Home Equity Asset-Backed Securities 2007-2 Trust
INTEREST RATE SWAP AGREEMENT
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>5
<FILENAME>we8414517-ex10_2.txt
<DESCRIPTION>INTEREST RATE SWAP AGREEMENT
<TEXT>
                                                                    EXHIBIT 10.2

                         NATIXIS FINANCIAL PRODUCTS INC.
                         9 West 57th Street, 36th Floor
                            New York, New York 10019
               Fax: (212) 891-0660 / Phone: (212) 891-6298 / 6194


DATE:                   April 20, 2007

TO:                     Wells Fargo Bank, N.A., not individually, but solely
                        as Securities Administrator for Wells Fargo Home
                        Equity Asset-Backed Securities 2007-2 Trust, Home
                        Equity Asset-Backed Certificates, Series 2007-2
ATTENTION:              Client Manager - WFHET 2007-2
TELEPHONE:              410-884-2000
FACSIMILE:              410-715-2380

FROM:                   Natixis Financial Products Inc.

SUBJECT:                Fixed Income Derivatives Confirmation

REFERENCE NUMBER:       425053CF

The purpose of this long-form confirmation ("Confirmation") is to confirm the
terms and conditions of the Transaction entered into on the Trade Date specified
below (the "Transaction") between Natixis Financial Products Inc. ("Party A")
and Wells Fargo Bank, N.A., not individually, but solely as securities
administrator (the "Securities Administrator") on behalf of the supplemental
interest trust with respect to the Wells Fargo Home Equity Asset-Backed
Securities 2007-2 Trust (the "Trust") ("Party B") created under the Pooling and
Servicing Agreement, to be dated as of April 20, 2007, among Wells Fargo Asset
Securities Corporation, as Depositor, HSBC Bank USA, National Association, as
Trustee, and Wells Fargo Bank, N.A., in its capacity as Servicer and as
Securities Administrator (the "Pooling 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 Agreement) or to a "Section of this Agreement" will be construed
      as a reference to a Section of the ISDA Master Agreement; each reference
      herein to a "Part" will be construed as a reference to the provisions
      herein deemed incorporated in a Schedule to the ISDA Master Agreement;
      each reference herein to a "Paragraph" will be construed as a reference to
      a Paragraph of the Credit Support Annex.

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

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

      Trade Date:                   April 16, 2007

      Effective Date:               May 25, 2007

      Termination Date:             April 25, 2013, which for the purpose of the
                                    final Fixed Rate Payer Calculation Period is
                                    subject to adjustment in accordance with the
                                    Business Day Convention, and for the purpose
                                    of the final Floating Rate Payer Calculation
                                    Period is subject to adjustment in
                                    accordance with the Business Day Convention.

      Initial Premium Payment by
      Party A to Lehman Brothers
      Holdings Inc.
      (on behalf of Party B):       $[     ], to be paid on April 20, 2007.

      Fixed Amounts:

            Fixed Rate Payer:       Party B

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

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

            Fixed Rate:             With respect to any Calculation Period, the
                                    rate set forth for such period on Schedule I
                                    attached hereto.

            Business Days:          New York

            Business Day
            Convention:             Modified Following

            Fixed Rate Day
            Count Fraction:         Actual/360

      Floating Amounts:

            Floating Rate Payer:    Party A

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

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

            Floating Rate Option:   USD-LIBOR-BBA

            Designated Maturity:    One month

            Floating Rate Day
            Count Fraction:         Actual/360

            Reset Dates:            The first day of each Calculation Period.

            Compounding:            Inapplicable

            Business Days:          New York

            Business Day
            Convention:             Modified Following

            Calculation Agent:      Party A


      Account Details and Settlement Information:

            Payments to Party A:    CITIBANK N.A.
                                    ABA# 021-000-089
                                    Account No.: 36216161
                                    A/C NATIXISFP



            Payments to Party B:    Wells Fargo Bank, N.A.
                                    ABA #: 121000248
                                    Acct #: 3970771416
                                    Acct. Name: SAS Clearing
                                    Ref: For Further Credit 53142401, WFHET
                                    2007-2 Supplemental Interest Trust Account


                                    Chase NYC
                                    ABA 021000021
                                    a/c LBI - Lehman Brothers Holdings
                                    a/c 066206677
                                    Reference: WFHET 2007-2 Upfront Swap Payment

<PAGE>


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

Part 1.     Termination Provisions.

For the purposes of this Agreement:-

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

(b)   "Specified Transaction" will not apply to Party A or Party B for any
      purpose.

(c)   Events of Default.

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

      (i)   The "Failure to Pay or Deliver" provisions of Section 5(a)(i) will
            apply to Party A and will apply to Party B.

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

      (iii) The "Credit Support Default" provisions of Section 5(a)(iii) will
            apply to Party A and will not apply to Party B except that Section
            5(a)(iii)(1) will apply to Party B solely in respect of Party B's
            obligations under Paragraph 3(b) of the Credit Support Annex;
            provided, however, that notwithstanding anything to the contrary in
            Section 5(a)(iii)(1), any failure by Party A to comply with or
            perform any obligation to be complied with or performed by Party A
            under the Credit Support Annex shall not constitute an Event of
            Default under Section 5(a)(iii) unless (A) a Required Ratings
            Downgrade Event has occurred and been continuing for 30 or more
            Local Business Days and (B) such failure is not remedied on or
            before the third Local Business Day after notice of such failure is
            given to Party A.

      (iv)  The "Misrepresentation" provisions of Section 5(a)(iv) will apply to
            Party A and will not apply to Party B.

      (v)   The "Default under Specified Transaction" provisions of Section
            5(a)(v) will not apply to Party A and will not apply to Party B.

      (vi)  The "Cross Default" provisions of Section 5(a)(vi) will apply to
            Party A and will not apply to Party B. For purposes of Section
            5(a)(vi), solely with respect to Party A:

            "Specified Indebtedness" will have the meaning specified in Section
            14, except that such term shall not include obligations in respect
            of deposits received in the ordinary course of Party A's banking
            business.

            "Threshold Amount" means with respect to Party A an amount equal to
            3% of the applicable Relevant Entity's shareholders' equity (on a
            consolidated basis) determined in accordance with generally accepted
            accounting principles in such Relevant Entity's jurisdiction of
            incorporation or organization.

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

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

(d)   Termination Events.

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

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

      (ii)  The "Tax Event" provisions of Section 5(b)(ii) will apply to Party A
            and will apply to Party B.

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

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

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

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

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

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

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

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

                  "Settlement Amount" means, with respect to any Early
                  Termination Date, an amount equal to:

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

                  (b)   If, on the Latest Settlement Amount Determination Day,
                        no Market Quotation for the relevant Terminated
                        Transaction or group of Terminated Transactions has been
                        accepted by Party B so as to become legally binding and
                        one or more Market Quotations 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 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
                  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).

(i)   Timing of Party B Termination Payment. If an amount calculated as being
      due in respect of an Early Termination Date under Section 6(e) of this
      Agreement is an amount to be paid by Party B to Party A then,
      notwithstanding the provisions of Section 6(d)(ii) of this Agreement, such
      amount will be payable on the Business Day immediately preceding the first
      Distribution Date following the date on which the payment would have been
      payable as determined in accordance with Section 6(d)(ii); provided 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, then the payment
      will be payable on the date determined in accordance with Section
      6(d)(ii).

<PAGE>


      Part 2.  Tax Matters.

(a)   Tax Representations.

      (i)   Payer Tax Representations. For the purpose of Section 3(e), each of
            Party A and Party B makes the following representation:

            It is not required by any applicable law, as modified by the
            practice of any relevant governmental revenue authority, of any
            Relevant Jurisdiction to make any deduction or withholding for or on
            account of any Tax from any payment (other than interest under
            Section 2(e), 6(d)(ii) or 6(e) of this Agreement) to be made by it
            to the other party under this Agreement. In making this
            representation, it may rely on: (i) the accuracy of any
            representation made by the other party pursuant to Section 3(f) of
            this Agreement; (ii) the satisfaction of the agreement of the other
            party contained in Section 4(a)(i) or 4(a)(iii) of this Agreement
            and the accuracy and effectiveness of any document provided by the
            other party pursuant to Section 4(a)(i) or 4(a)(iii) of this
            Agreement; and (iii) the satisfaction of the agreement of the other
            party contained in Section 4(d) of this Agreement, provided that it
            shall not be a breach of this representation where reliance is
            placed on clause (ii) and the other party does not deliver a form or
            document under Section 4(a)(iii) by reason of material prejudice to
            its legal or commercial position.

      (ii)  Party A Payee Tax Representations. For the purpose of Section 3(f),
            Party A makes the following representations:

            With respect to payments made to Party A which are not effectively
            connected to the U.S.: It is a non-U.S. branch of a foreign person
            for U.S. federal income tax purposes.

            With respect to payments made to Party A which are effectively
            connected to the U.S.: Each payment received or to be received by it
            in connection with this Agreement will be effectively connected with
            its conduct of a trade or business in the U.S.

            Party B Payee Tax Representations. For the purpose of Section 3(f),
            Party B makes the following representation:

            Party B represents that it is a trust formed under the Pooling
            Agreement and is a "United States person" as such term is defined in
            Section 7701(a)(30) of the Internal Revenue Code of 1986, as
            amended.

(b)   Tax Provisions.

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

<PAGE>


Part 3.     Agreement to Deliver Documents.

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

<TABLE>
<CAPTION>
Party required to   Form/Document/                                Date by which to
deliver document    Certificate                                   be delivered
<S>                 <C>                                           <C>
Party A             Any form or document required or reasonably   Promptly upon reasonable demand by Party B.
                    requested to allow Party B to make payments
                    under the Agreement without any deduction or
                    withholding for or on account of any Tax, or
                    with such deduction or withholding at a
                    reduced rate.

Party B             (i) A correct, complete and duly executed     In each case (a) upon entering into this
                    IRS Form W-9 (or any successor thereto) of    Agreement, provided however, with respect
                    the Trust that eliminates U.S. federal        to (i), Party B shall apply for the
                    withholding and backup withholding tax on     employer identification number of the
                    payments under this Agreement, (ii) if        Trust promptly upon entering into this
                    requested by Party A, a correct, complete     Agreement and deliver the related correct,
                    and executed Form W-8IMY of the Trust, and    complete and duly executed IRS Form W-9
                    (iii) a complete and executed IRS Form W-9,   promptly upon receipt, and in any event,
                    W-8BEN, W-8ECI, or W-8IMY (with attachments)  no later than the first Payment Date of
                    (as appropriate) from each Certificateholder  this Transaction;  (b) in the case of a
                    that is not an "exempt recipient" as that     W-8ECI, W-8IMY, and W-8BEN that does not
                    term is defined in Treasury regulations       include a U.S. taxpayer identification
                    section 1.6049-4(c)(1)(ii), that eliminates   number in line 6, before December 31 of
                    U.S. federal withholding and backup           each third succeeding calendar year, (c)
                    withholding tax on payments under this        promptly upon reasonable demand by Party
                    Agreement.                                    A, and (d) promptly upon learning that any
                                                                  such Form previously provided by Party B has
                                                                  become obsolete or incorrect.
</TABLE>

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

<TABLE>
<CAPTION>
Party required to        Form/Document/                               Date by which to                       Covered by Section
deliver document         Certificate                                  be delivered                           3(d) Representation
<S>                      <C>                                          <C>                                    <C>
Party A and              A certificate of an authorized officer of    Upon the execution and delivery of     Yes
Party B                  the party (except, with respect to Party     this Agreement
                         B, of the Securities Administrator), as to
                         the incumbency and authority of the
                         respective officers of the party signing
                         the Agreement, this Confirmation, and any
                         relevant Credit Support Document, as the
                         case may be

Party A                  An opinion of counsel to Party A             Upon the execution and delivery of     No
                         reasonably satisfactory to Party B.          this Agreement

Party B                  An opinion of counsel to Party B             Upon the execution and delivery of     No
                         reasonably satisfactory to Party A.          this Agreement

Party B                  An executed copy of the Pooling Agreement    Within 30 days after the date of       No
                                                                      this Agreement.
</TABLE>


Part 4.  Miscellaneous.

(a)   Address for Notices: For the purposes of Section 12(a) of this Agreement:

      Address for notices or communications to Party A:

      NATIXIS FINANCIAL PRODUCTS INC.
      Address:    Harborside Financial Center
                  Plaza V, 31st Floor
                  Jersey City, NJ 07311
      Attention:  Swaps Administration

      Telephone No.:    (201) 791-6539
      Facsimile No.:    (201) 891-0660

      with a copy to:

      NATIXIS FINANCIAL PRODUCTS INC.
      Address:    9 West 57th Street, 35th Floor
                  New York, NY 10019

      Attention:  General Counsel

      Telephone No.:    (212) 891-6137
      Facsimile No.:    (212) 891-1922

      (For all purposes)

      Address for notices or communications to Party B:

      Address:    Wells Fargo Bank, N.A.
                  9062 Old Annapolis Road
                  Columbia, Maryland 21045
      Attention:  Client Manager - WFHET 2007-2
      Facsimile:  (410) 715-2380
      Phone:      (410) 884-2000

      (For all purposes)

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

      Party A appoints as its Process Agent: Not applicable.

      Party B appoints as its Process Agent: Not applicable.

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

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

      Party A is not a Multibranch Party.

      Party B is not a Multibranch Party.

(e)   Calculation Agent. The Calculation Agent is Party A.

(f)   Credit Support Document.

      Party A:    (A) the guarantee of the obligations of Party A by IXIS
                  Corporate & Investment Bank dated as of November 1, 2004 and
                  (B) the Credit Support Annex; provided that Party A shall not
                  be required to post any Eligible Collateral except as and to
                  the extent provided herein.

      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:    IXIS Corporate & Investment Bank, a limited liability
                  company with executive and supervisory boards (societe anonyme
                  a directoire et conseil de surveillance) organized under the
                  laws of the Republic of France.

      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).

<PAGE>


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 Agreement.

(b)   Amendments to ISDA Master Agreement.

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

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

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

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

            "(g) Relationship Between Parties.

                  (1)   Non-Reliance. Party A has made its own independent
                        decisions to enter into this Transaction and as to
                        whether this Transaction is appropriate or proper for it
                        based upon its own judgment and upon advice from such
                        advisors as it has deemed necessary. The Securities
                        Administrator is acting, not individually or personally,
                        but as Securities Administrator on behalf of the Trust
                        and has been directed pursuant to the Pooling Agreement
                        to enter into this Agreement by, and on behalf of, the
                        Trust, which has made its own independent decisions to
                        enter into this Transaction and as to whether this
                        Transaction is appropriate or proper for it based upon
                        its own judgment and upon advice from such advisors as
                        it has deemed necessary. Each party is not relying on
                        any communication (written or oral) of the other party
                        as investment advice or as a recommendation to enter
                        into this Transaction; it being understood that
                        information and explanations related to the terms and
                        conditions of this Transaction shall not be considered
                        investment advice or a recommendation to enter into this
                        Transaction. Further, such party has not received from
                        the other party any assurance or guarantee as to the
                        expected results of this Transaction.

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

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

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

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

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

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

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

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

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

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

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

      (v)   Regulation AB.

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

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

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

(e)   Transfers.

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

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

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

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

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

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

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

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

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

(h)   No Set-off. Except as expressly provided for in Section 2(c), Section 6 or
      Part 1(f)(i)(D) hereof, and notwithstanding any other provision of this
      Agreement or any other existing or future agreement, each party
      irrevocably waives any and all rights it may have to set off, net, recoup
      or otherwise withhold or suspend or condition payment or performance of
      any obligation between it and the other party hereunder against any
      obligation between it and the other party under any other agreements.
      Section 6(e) shall be amended by deleting the following sentence: "The
      amount, if any, payable in respect of an Early Termination Date and
      determined pursuant to this Section will be subject to any Set-off.".

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

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

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

(l)   Securities Administrator Liability Limitations. It is expressly understood
      and agreed by the parties hereto that (a) this Agreement is executed and
      delivered by Wells Fargo Bank, N.A. ("Wells Fargo") not in its individual
      capacity, but solely as Securities Administrator under the Pooling
      Agreement in the exercise of the powers and authority conferred and
      invested in it thereunder; (b) the Securities Administrator has been
      directed pursuant to the Pooling Agreement to enter into this Agreement
      and to perform its obligations hereunder; (c) each of the representations,
      undertakings and agreements herein made on behalf of the Trust is made and
      intended not as personal representations of Wells Fargo but is made and
      intended for the purpose of binding only the Trust; and (d) under no
      circumstances shall Wells Fargo in its individual capacity be personally
      liable for any payments hereunder or for the breach or failure of any
      obligation, representation, warranty or covenant made or undertaken under
      this Agreement. Notwithstanding anything to the contrary herein, nothing
      shall relieve the Securities Administrator of its obligation to perform
      its duties under Section 2.02 of the Pooling Agreement in accordance with
      Section 3.04 of the Pooling and Agreement.

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

      The parties shall endeavor to engage in good faith negotiations to replace
      any invalid or unenforceable term, provision, covenant or condition with a
      valid or enforceable term, provision, covenant or condition, the economic
      effect of which comes as close as possible to that of the invalid or
      unenforceable term, provision, covenant or condition.

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

(o)   Waiver of Jury Trial. Each party waives any right it may have to a trial
      by jury in respect of any in respect of any suit, action or proceeding
      relating to this Agreement or any Credit Support Document. Each party
      certifies (i) that no representative, agent or attorney of the other party
      or any Credit Support Provider has represented, expressly or otherwise,
      that such other party would not, in the event of such a suit, action or
      proceeding, seek to enforce the foregoing waiver and (ii) acknowledges
      that it and the other party have been induced to enter into this Agreement
      and provide for any Credit Support Document, as applicable, by, among
      other things, the mutual waivers and certifications in this Section.

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

(q)   Compliance with Regulation AB

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

      (ii)  If the Depositor determines, reasonably and in good faith, that the
            significance percentage of this Agreement (and any other derivative
            contracts between Party A or its group of affiliated entities, if
            applicable, and Party B) has increased to nine (9) percent or more
            but less than nineteen (19) percent, then the Depositor may request
            on the date of such determination (or, if such date of determination
            is not a Business Day, the immediately following Business Day) from
            Party A the same information set forth in Item 1115(b)(1) of
            Regulation AB that would have been required if the significance
            percentage had in fact increased to ten (10) percent, along with any
            necessary auditors' consent (such request, a "10% Disclosure
            Request" and such requested information, subject to the last
            sentence of this paragraph, is the "10% Financial Disclosure"). The
            Depositor shall provide Party A with the calculations and any other
            information reasonably requested by Party A with respect to the
            Depositor's determination that led to the 10% Disclosure Request.
            The parties hereto further agree that the 10% Financial Disclosure
            provided to meet the 10% Disclosure Request may be, solely at Party
            A's option, either the information set forth in Item 1115(b)(1) or
            Item 1115(b)(2) of Regulation AB.

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

      (iv)  If the Depositor determines, reasonably and in good faith, that the
            significance percentage of this Agreement (and any other derivative
            contracts between Party A or its group of affiliated entities, if
            applicable, and Party B) has increased to nineteen (19) percent or
            more, then the Depositor may request on the date of such
            determination (or, if such date of determination is not a Business
            Day, the immediately following Business Day) from Party A the same
            information set forth in Item 1115(b)(2) of Regulation AB that would
            have been required if the significance percentage had in fact
            increased to twenty (20) percent, along with any necessary auditors
            consent (such request, a "20% Disclosure Request" and such requested
            information is the "20% Financial Disclosure"). Party B or the
            Depositor shall provide Party A with the calculations and any other
            information reasonably requested by Party A with respect to the
            Depositor's determination that led to the 20% Disclosure Request.

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

(r)   Additional Definitions.

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

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

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

            "Eligible Guarantee" means an unconditional and irrevocable
            guarantee that is provided by an Eligible Guarantor as principal
            debtor rather than surety and that is directly enforceable by Party
            B, and either (A) a law firm has given a legal opinion confirming
            that none of the guarantor's payments to Party B under such
            guarantee will be subject to Tax collected by withholding or (B)
            such guarantee provides that, in the event that any of such
            guarantor's payments to Party B are subject to Tax collected by
            withholding, such guarantor is required to pay such additional
            amount as is necessary to ensure that the net amount actually
            received by Party B (free and clear of any Tax collected by
            withholding) will equal the full amount Party B would have received
            had no such withholding been required.

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

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

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

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

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

            "Fitch Second Trigger Ratings Threshold" means, with respect to
            Party A, the guarantor under an Eligible Guarantee or an Eligible
            Replacement, a long-term unsecured and unsubordinated debt rating
            from Fitch of at least "BBB+" or a short-term unsecured and
            unsubordinated debt rating from Fitch of at least "F2", if
            applicable.

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

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

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

            "Moody's Second Trigger Ratings Threshold" means, with respect to
            Party A, the guarantor under an Eligible Guarantee or an Eligible
            Replacement, (i) if such entity has a short-term unsecured and
            unsubordinated debt rating from Moody's, a long-term unsecured and
            unsubordinated debt rating or counterparty rating from Moody's of at
            least "A3" and a short-term unsecured and unsubordinated debt rating
            from Moody's of at least "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 at least "A3".

            "Permitted Transfer" means a transfer by novation by Party A to a
            transferee (the "Transferee") of all, but not less than all, of
            Party A's rights, liabilities, duties and obligations under this
            Agreement, with respect to which transfer each of the following
            conditions is satisfied: (a) the Transferee is an Eligible
            Replacement that is a recognized dealer in interest rate swaps, (b)
            as of the date of such transfer the Transferee would not be required
            to withhold or deduct on account of Tax from any payments under this
            Agreement or would be required to gross up for such Tax under
            Section 2(d)(i)(4), (c) an Event of Default or Termination Event
            would not occur as a result of such transfer, (d) Party B has
            consented in writing to the transfer, such consent not to be
            unreasonably withheld, (e) 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) 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)
            Moody's has been given prior written notice of such transfer and the
            Rating Agency Condition (other than with respect to Moody's) is
            satisfied, and (i) such transfer otherwise complies with the terms
            of the Pooling Agreement.

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

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

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

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

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

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

               [Remainder of this page intentionally left blank.]

<PAGE>


Please confirm that the foregoing correctly sets forth the terms of our
agreement with respect to the Transaction by signing in the space provided below
and sending a copy of the executed Confirmation by telecopier (212.891.0660) to
the Operations Department, Natixis Financial Products Inc., Attention: Swap
Operations. If we do not hear from you within three days of the date hereof, you
will be deemed to have consented to the terms set forth herein.

<TABLE>
<S>                                                <C>
-------------------------------------------------------------------------------------------------------
For and on behalf of                               For and on behalf of
NATIXIS FINANCIAL PRODUCTS INC.                    Wells Fargo Home Equity Asset-Backed Securities
                                                   2007-2 Trust
                                                   By:    Wells Fargo Bank, N.A., not individually, but
                                                   solely as Securities Administrator under the Pooling
                                                   Agreement on behalf of the Wells Fargo Home Equity
                                                   Asset-Backed Securities 2007-2 Trust
-------------------------------------------------------------------------------------------------------


   /s/ Vasanth K. Victor                              /s/ Carla S. Walker
-----------------------------------------          -----------------------------------------
Name:  Vasanth K. Victor                           Name:  Carla S. Walker
Title: Managing Director                           Title: Vice President
Date:  April 20, 2007                              Date:  April 20, 2007
-------------------------------------------------------------------------------------------------------


   /s/ Christopher Hayden
-----------------------------------------
Name:  Christopher Hayden
Title: Managing Director
Date:  April 20, 2007

-------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>


                                   SCHEDULE I

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------
From and including           To but excluding              Notional Amount (USD)         Fixed Rate (%)
-----------------------------------------------------------------------------------------------------------
<S>                          <C>                               <C>                           <C>
April 25, 2007               May 25, 2007                           0.00                     0.0000%
May 25, 2007                 June 25, 2007                     441,925,000.00                5.4400%
June 25, 2007                July 25, 2007                     428,551,000.00                5.4300%
July 25, 2007                August 25, 2007                   415,573,000.00                5.4000%
August 25, 2007              September 25, 2007                402,979,000.00                5.3800%
September 25, 2007           October 25, 2007                  390,757,000.00                5.3500%
October 25, 2007             November 25, 2007                 378,897,000.00                5.3100%
November 25, 2007            December 25, 2007                 367,388,000.00                5.2600%
December 25, 2007            January 25, 2008                  356,220,000.00                5.2000%
January 25, 2008             February 25, 2008                 345,382,000.00                5.1400%
February 25, 2008            March 25, 2008                    334,865,000.00                5.0800%
March 25, 2008               April 25, 2008                    324,659,000.00                5.0300%
April 25, 2008               May 25, 2008                      314,756,000.00                4.9800%
May 25, 2008                 June 25, 2008                     303,420,000.00                4.9400%
June 25, 2008                July 25, 2008                     291,209,000.00                4.9000%
July 25, 2008                August 25, 2008                   279,137,000.00                4.8800%
August 25, 2008              September 25, 2008                267,158,000.00                4.8600%
September 25, 2008           October 25, 2008                  255,411,000.00                4.8500%
October 25, 2008             November 25, 2008                 243,804,000.00                4.8500%
November 25, 2008            December 25, 2008                 232,429,000.00                4.8500%
December 25, 2008            January 25, 2009                  221,239,000.00                4.8500%
January 25, 2009             February 25, 2009                 210,281,000.00                4.8600%
February 25, 2009            March 25, 2009                    199,602,000.00                4.8600%
March 25, 2009               April 25, 2009                    189,202,000.00                4.8700%
April 25, 2009               May 25, 2009                      153,265,000.00                4.8800%
May 25, 2009                 June 25, 2009                     133,950,000.00                4.9000%
June 25, 2009                July 25, 2009                     117,097,000.00                4.9300%
July 25, 2009                August 25, 2009                   104,282,000.00                4.9400%
August 25, 2009              September 25, 2009                94,253,000.00                 4.9500%
September 25, 2009           October 25, 2009                  86,313,000.00                 4.9600%
October 25, 2009             November 25, 2009                 79,952,000.00                 4.9800%
November 25, 2009            December 25, 2009                 74,752,000.00                 4.9900%
December 25, 2009            January 25, 2010                  70,527,000.00                 5.0000%
January 25, 2010             February 25, 2010                 67,045,000.00                 5.0100%
February 25, 2010            March 25, 2010                    63,748,000.00                 5.0200%
March 25, 2010               April 25, 2010                    60,637,000.00                 5.0300%
April 25, 2010               May 25, 2010                      57,666,000.00                 5.0400%
May 25, 2010                 June 25, 2010                     54,834,000.00                 5.0600%
June 25, 2010                July 25, 2010                     52,141,000.00                 5.0700%
July 25, 2010                August 25, 2010                   49,587,000.00                 5.0800%
August 25, 2010              September 25, 2010                47,126,000.00                 5.0900%
September 25, 2010           October 25, 2010                  44,851,000.00                 5.1000%
October 25, 2010             November 25, 2010                 42,623,000.00                 5.1100%
November 25, 2010            December 25, 2010                 40,534,000.00                 5.1200%
December 25, 2010            January 25, 2011                  38,537,000.00                 5.1300%
January 25, 2011             February 25, 2011                 36,633,000.00                 5.1300%
February 25, 2011            March 25, 2011                    34,869,000.00                 5.1400%
March 25, 2011               April 25, 2011                    33,151,000.00                 5.1500%
April 25, 2011               May 25, 2011                      31,526,000.00                 5.1600%
May 25, 2011                 June 25, 2011                     29,947,000.00                 5.1600%
June 25, 2011                July 25, 2011                     28,508,000.00                 5.1700%
July 25, 2011                August 25, 2011                   27,115,000.00                 5.1800%
August 25, 2011              September 25, 2011                25,769,000.00                 5.1900%
September 25, 2011           October 25, 2011                  24,515,000.00                 5.2000%
October 25, 2011             November 25, 2011                 23,308,000.00                 5.2100%
November 25, 2011            December 25, 2011                 22,147,000.00                 5.2100%
December 25, 2011            January 25, 2012                  21,079,000.00                 5.2200%
January 25, 2012             February 25, 2012                 20,011,000.00                 5.2300%
February 25, 2012            March 25, 2012                    19,036,000.00                 5.2400%
March 25, 2012               April 25, 2012                    18,108,000.00                 5.2400%
April 25, 2012               May 25, 2012                      17,202,000.00                 5.2500%
May 25, 2012                 June 25, 2012                     16,353,000.00                 5.2600%
June 25, 2012                July 25, 2012                     15,545,000.00                 5.2700%
July 25, 2012                August 25, 2012                   14,777,000.00                 5.2800%
August 25, 2012              September 25, 2012                14,048,000.00                 5.2800%
September 25, 2012           October 25, 2012                  13,353,000.00                 5.2800%
October 25, 2012             November 25, 2012                 12,694,000.00                 5.2800%
November 25, 2012            December 25, 2012                 12,067,000.00                 5.2900%
December 25, 2012            January 25, 2013                  11,471,000.00                 5.3000%
January 25, 2013             February 25, 2013                 10,904,000.00                 5.3000%
February 25, 2013            March 25, 2013                    10,366,000.00                 5.3100%
March 25, 2013               April 25, 2013                     9,853,000.00                 5.3200%
-----------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>


                                     Annex A

                   Paragraph 13 of the Credit Support Annex


<PAGE>


                                                                         ANNEX A

                                     ISDA(R)
                              CREDIT SUPPORT ANNEX
                             to the Schedule to the
                              ISDA Master Agreement
                       dated as of April 20, 2007 between
    Natixis Financial Products Inc. (hereinafter referred to as "Party A" or
                                   "Pledgor")
                                       and
       Wells Fargo Bank, N.A., not individually, but solely as securities
   administrator (the "Securities Administrator") for Wells Fargo Home Equity
  Asset-Backed Securities 2007-2 Trust, Home Equity Asset-Backed Certificates,
              Series 2007-2 (the "Trust") (hereinafter referred to
                        as "Party B" or "Secured Party").

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

Paragraph 13.  Elections and Variables.

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

      With respect to Party A: not applicable.

      With respect to Party B: not applicable.

(b)   Credit Support Obligations.

      (i)   Delivery Amount, Return Amount and Credit Support Amount.

            (A)   "Delivery Amount" has the meaning specified in Paragraph 3(a)
                  as amended (I) by deleting the words "upon a demand made by
                  the Secured Party on or promptly following a Valuation Date"
                  and inserting in lieu thereof the words "not later than the
                  close of business on the next Local Business Day following a
                  Valuation Date" and (II) by deleting in its entirety the
                  sentence beginning "Unless otherwise specified in Paragraph
                  13" and ending "(ii) the Value as of that Valuation Date of
                  all Posted Credit Support held by the Secured Party." and
                  inserting in lieu thereof the following:

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

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

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

                  (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 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):

<PAGE>

<TABLE>
<CAPTION>
                                                                                  Moody's                    Moody's
                                                              Fitch           First Trigger              Second Trigger
                                                            Valuation            Valuation                 Valuation
           Collateral                                      Percentage            Percentage                Percentage
           ----------                                      ----------            ----------                ----------
<S>                                                           <C>                   <C>                       <C>
      (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        97.5%                 100%                      100%
           not more than one year

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

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

      (E)  Fixed-rate U.S. Agency Debentures having
           a remaining maturity on such date of not           97.5%                 100%                       99%
           more than one year

      (F)  Fixed-rate U.S. Agency Debentures having
           a remaining maturity on such date of more          86.3%                 100%                       93%
           than one year but not more than ten years

      (G)  Fixed-rate U.S. Agency Debentures having
           a remaining maturity on such date of more          79.0%                 100%                       86%
           than ten years
</TABLE>

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

      (iii) Other Eligible Support.

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

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

      (iv)  Threshold.

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

            (B)   "Threshold" means, with respect to Party A and any Valuation
                  Date, zero if a Collateral Event has occurred and has been
                  continuing (x) for at least 30 days or (y) since this Annex
                  was executed; otherwise, infinity.

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

            (C)   "Minimum Transfer Amount" means USD 100,000 with respect to
                  Party A and Party B; provided, however, with respect to the
                  Secured Party at any time when the Secured Party is a
                  Defaulting Party, "Minimum Transfer Amount" means zero.

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

(c)   Valuation and Timing.

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

      (ii)  "Valuation Date" means each Local Business Day.

      (iii) "Valuation Time" means the close of business in the city of the
            Valuation Agent on the Local Business Day immediately preceding the
            Valuation Date or date of calculation, as applicable; provided that
            the calculations of Value and Exposure will be made as of
            approximately the same time on the same date.

      (iv)  "Notification Time" means 11:00 a.m., New York time, on a Local
            Business Day.

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

(e)   Substitution.

      (i)   "Substitution Date" has the meaning specified in Paragraph 4(d)(ii).

      (ii)  Consent. If specified here as applicable, then the Pledgor must
            obtain the Secured Party's consent for any substitution pursuant to
            Paragraph 4(d): Inapplicable.

(f)   Dispute Resolution.

      (i)   "Resolution Time" means 1:00 p.m. New York time on the Local
            Business Day following the date on which the notice of the dispute
            is given under Paragraph 5.

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

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

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

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

(g)   Holding and Using Posted Collateral.

      (i)   Eligibility to Hold Posted Collateral; Custodians.

            Party B is not and will not be entitled to hold Posted Collateral.
            Party B's Custodian will be entitled to hold Posted Collateral
            pursuant to Paragraph 6(b); provided that the Custodian for Party B
            shall be the same banking institution that acts as Securities
            Administrator for the Certificates.

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

      (ii)  Use of Posted Collateral. The provisions of Paragraph 6(c) will not
            apply to Party B; therefore, Party B will not have any of the rights
            specified in Paragraph 6(c)(i) or 6 (c)(ii); provided, however, that
            the Securities Administrator shall invest Cash Posted Credit Support
            in such investments as designated by Party A, with losses (net of
            gains) incurred in respect of such investments to be for the account
            of Party A.

(h)   Distributions and Interest Amount.

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

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

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

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

(j)   Other Eligible Support and Other Posted Support.

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

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

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

      If to Party A:

      NATIXIS FINANCIAL PRODUCTS INC.

      Address:          Harborside Financial Center
                        Plaza V, 31st Floor
                        Jersey City, NJ 07311
      Attention:        Swaps Administration
      Telephone No.:    (201) 791-6539
      Facsimile No.:    (201) 891-0660

      with a copy to:

      NATIXIS FINANCIAL PRODUCTS INC.

      Address:          9 West 57th Street, 35th Floor
                        New York, NY 10019
      Attention:        General Counsel
      Telephone No.:    (212) 891-6137
      Facsimile No.:    (212) 891-1922

      (For all purposes)

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

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

      For Cash:

      If to Party A:

      CITIBANK N.A.
      ABA# 021-000-089
      Account No.: 36216161
      A/C NATIXISFP

      If to Party B:

      For Cash:

      Wells Fargo Bank, N.A.
      San Francisco, CA
      ABA No.:  121000248
      Account No.:  3970771416
      Account Name:   SAS Clearing
      FFC:  53142403, WFHET 2007-2 Posted Collateral Account

      For Treasury Securities:

      Wells Fargo Bank, N.A.
      San Francisco, CA
      ABA No.:  121000248
      Account No.:  53142403, WFHET 2007-2 Posted Collateral Account

(m)   Other Provisions.

      (i)   Collateral Account. The Secured Party shall cause any Custodian
            appointed hereunder to open and maintain a segregated trust account
            and to hold, record and identify all the Posted Collateral in such
            segregated trust account and, subject to Paragraph 8(a), such Posted
            Collateral shall at all times be and remain the property of the
            Pledgor and shall at no time constitute the property of, or be
            commingled with the property of, the Secured Party or the Custodian.

      (ii)  Agreement as to Single Secured Party and Single Pledgor. Party A and
            Party B hereby agree that, notwithstanding anything to the contrary
            in this Annex, (a) the term "Secured Party" as used in this Annex
            means only Party B, (b) the term "Pledgor" as used in this Annex
            means only Party A, (c) only Party A makes the pledge and grant in
            Paragraph 2, the acknowledgement in the final sentence of Paragraph
            8(a) and the representations in Paragraph 9.

      (iii) Calculation of Value. Paragraph 4(c) is hereby amended by deleting
            the word "Value" and inserting in lieu thereof "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 "a 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 "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 "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 "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 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 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 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 Fitch
            Value, Moody's First Trigger Value, and Moody's Second Trigger
            Value".

      (iv)  Form of Annex. Party A and Party B hereby agree that the text of
            Paragraphs 1 through 12, inclusive, of this Annex is intended to be
            the printed form of ISDA Credit Support Annex (Bilateral Form - ISDA
            Agreements Subject to New York Law Only version) as published and
            copyrighted in 1994 by the International Swaps and Derivatives
            Association, Inc.

      (v)   Events of Default. Paragraph 7 will not apply to cause any Event of
            Default to exist with respect to Party B except that Paragraph 7(i)
            will apply to Party B solely in respect of Party B's obligations
            under Paragraph 3(b) of the Credit Support Annex. Notwithstanding
            anything to the contrary in Paragraph 7, any failure by Party A to
            comply with or perform any obligation to be complied with or
            performed by Party A under the Credit Support Annex shall only be an
            Event of Default if (A) a Required Ratings Downgrade Event has
            occurred and been continuing for 30 or more Local Business Days and
            (B) such failure is not remedied on or before the third Local
            Business Day after notice of such failure is given to Party A.

      (vi)  Expenses. Notwithstanding anything to the contrary in Paragraph 10,
            the Pledgor will be responsible for, and will reimburse the Secured
            Party for, all transfer and other taxes and other costs involved in
            any Transfer of Eligible Collateral.

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

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

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

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

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

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

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

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

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

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

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

<TABLE>
<CAPTION>
            -----------------------------------------------------------------------------------------------
            The higher of the Fitch                      Remaining Weighted Average Maturity
            credit rating of (i) Party A                               (years)
            and (ii) the Credit Support   -----------------------------------------------------------------
            Provider of Party A, if          1       2       3        4       5       6       7       8
            applicable
            -----------------------------------------------------------------------------------------------
<S>                                        <C>     <C>      <C>     <C>     <C>     <C>     <C>     <C>
            At least "AA-"                 0.8%    1.7%     2.5%    3.3%    4.0%    4.7%    5.3%    5.9%
            -----------------------------------------------------------------------------------------------
            "A+/A"                         0.6%    1.2%     1.8%    2.3%    2.8%    3.3%    3.8%    4.2%
            -----------------------------------------------------------------------------------------------
            "A-/BBB+" or lower             0.5%    1.0%     1.6%    2.0%    2.5%    2.9%    3.3%    3.6%
            -----------------------------------------------------------------------------------------------
<CAPTION>
            The higher of the Fitch                      Remaining Weighted Average Maturity
            credit rating of (i) Party A                               (years)
            and (ii) the Credit Support   -----------------------------------------------------------------
            Provider of Party A, if          9      10       11      12      13      14     Greater than
            applicable                                                                     or equal to 15
            -----------------------------------------------------------------------------------------------
<S>                                        <C>     <C>      <C>     <C>     <C>     <C>         <C>
            At least "AA-"                 6.5%    7.0%     7.5%    8.0%    8.5%    9.0%        9.5%
            -----------------------------------------------------------------------------------------------
            "A+/A"                         4.6%    5.0%     5.3%    5.7%    6.0%    6.4%        6.7%
            -----------------------------------------------------------------------------------------------
            "A-/BBB+" or lower             4.0%    4.3%     4.7%    5.0%    5.3%    5.6%        5.9%
            -----------------------------------------------------------------------------------------------
</TABLE>

            "Local Business Day" means: any day on which (A) commercial banks
            are open for business (including dealings in foreign exchange and
            foreign currency deposits) in London, New York and the location of
            the Custodian, and (B) in relation to a Transfer of Eligible
            Collateral, any day on which the clearance system agreed between the
            parties for the delivery of Eligible Collateral is open for
            acceptance and execution of settlement instructions (or in the case
            of a Transfer of Cash or other Eligible Collateral for which
            delivery is contemplated by other means a day on which commercial
            banks are open for business (including dealings in foreign exchange
            and foreign deposits) in New York and such other places as the
            parties shall agree.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

            "Valuation Percentage" shall mean, for purposes of determining the
            Fitch Value, Moody's First Trigger Value, or Moody's Second Trigger
            Value with respect to any Eligible Collateral or Posted Collateral,
            the applicable 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 Fitch Value,
            the related Moody's First Trigger Value, and the related Moody's
            Second Trigger Value.

               [Remainder of this page intentionally left blank]

<PAGE>


IN WITNESS WHEREOF, the parties executing this Credit Support Annex have
executed the Master Agreement and have agreed as to the contents of this Credit
Support Annex.

For and on behalf of                       For and on behalf of
NATIXIS FINANCIAL PRODUCTS INC.            Wells Fargo Home Equity Asset-Backed
                                           Securities 2007-2 Trust
                                           By:    Wells Fargo Bank, N.A.,
                                           not individually, but solely as
                                           Securities Administrator under the
                                           Pooling Agreement on behalf of the
                                           Wells Fargo Home Equity Asset-Backed
                                           Securities 2007-2 Trust




   /s/ Vasanth K. Victor                      /s/ Carla S. Walker
------------------------------------       -------------------------------------
Name:  Vasanth K. Victor                   Name:  Carla S. Walker
Title: Managing Director                   Title: Vice President
Date:  April 20, 2007                      Date:  April 20, 2007




   /s/ Christopher Hayden
------------------------------------
Name:  Christopher Hayden
Title: Managing Director
Date:  April 20, 2007

<PAGE>


Table 1
-------

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

<PAGE>


                             Table 2
                             -------

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

<PAGE>


                             Table 3
                             -------

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