Common use of Limitation on Liability of the Trustee Clause in Contracts

Limitation on Liability of the Trustee. It is expressly understood and agreed by the parties hereto that, except with respect to Article 3, (i) this Agreement is executed and delivered by the Trustee not individually or personally but solely as trustee of the Trust, in the exercise of the powers and authority conferred and vested in it under the Pooling and Servicing Agreement, (ii) each of the representations, undertakings and agreements herein made on the part of the Trust is made and intended not as personal representations, undertakings and agreements by the Trustee but is made and intended for the purpose of binding only the Trust, (iii) nothing herein contained shall be construed as creating any liability on the part of the Trustee, individually or personally, to perform any covenant either expressed or implied contained herein, all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto and (iv) under no circumstances shall the Trustee be personally liable for the payment of any indebtedness or expenses of the Trust or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Trust under this Agreement or any other related documents as to all of which recourse shall be had solely to the assets of the Trust in accordance with the terms of the Pooling and Servicing Agreement. TO WITNESS THIS, the Company and the Trust have caused their names to be signed to this Mortgage Loan Assignment Agreement by their duly authorized respective officers as of the day and year first above written. WAMU SERIES 2007-HE2 TRUST, by Citibank, N.A., except with respect to Article 3, not in its individual capacity, but solely as Trustee By: ______________________________________ Name: ________________________________ Title: _________________________________ [_________________________________] By: ______________________________________ Name: ________________________________ Title: _________________________________ STATE OF _______________ ) ) ss. COUNTY OF ____________ ) This instrument was acknowledged before me on ______________________, 200___, by _____________________ as _________________________ of Washington Mutual Bank. __________________________________________ Print Name: _______________________________ NOTARY PUBLIC in and for the State of ___________________, residing at _____________ My commission expires ______________________ STATE OF _______________ ) ) ss. COUNTY OF ____________ ) This instrument was acknowledged before me on ______________________, 200___, by _____________________ as _________________________ of Citibank, N.A., as Trustee for WaMu Series 2007-HE2 Trust and not in its individual capacity. __________________________________________ Print Name: _______________________________ NOTARY PUBLIC in and for the State of ___________________, residing at _____________ My commission expires ______________________ WaMu Asset Acceptance Corp. 0000 Xxxxxx Xxxxxx, XXX 1501 Xxxxxxx, XX 00000 Washington Mutual Bank 0000 Xxxxxx Xxxxxx, XXX 0000 Xxxxxxx, XX 00000 Citibank, N.A. 000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Re: [Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), dated as of April 1, 2007 among WaMu Asset Acceptance Corp., Washington Mutual Bank, Citibank, N.A. and Christiana Bank & Trust Company, WaMu Asset-Backed Certificates, WaMu Series 2007- HE2 Trust][Custodial Agreement, dated as of April 10, 2007, between Citibank, N.A., as Trustee and Deutsche Bank National Trust Company, Ladies and Gentlemen: Pursuant to [Section 2.02 of the Pooling and Servicing Agreement][Section 2 of the Custodial Agreement], the undersigned, as [Trustee][Custodian], hereby acknowledges receipt of each Mortgage File and certifies that, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in the exception report annexed hereto as not being covered by this certification), (i) all documents constituting part of such Mortgage File (other than such documents described in Section 2.01(e) of the Pooling and Servicing Agreement) required to be delivered to it pursuant to the Pooling and Servicing Agreement are in its possession, (ii) such documents have been reviewed by it and are not mutilated, torn or defaced unless initialed by the related borrower and relate to such Mortgage Loan and (iii) based on its examination and only as to the foregoing, the information set forth in the Mortgage Loan Schedule that corresponds to items (i), (ii), (ix), (xii), (xiv) (to the extent of the Periodic Rate Cap for the first Adjustment Date and subsequent Adjustment Dates) and (xvi) of the definition of “Mortgage Loan Schedule” of the Pooling and Servicing Agreement accurately reflects information set forth in the Mortgage File. The [Trustee][Custodian] has made no independent examination of any documents contained in each Mortgage File beyond the review specifically required in the above-referenced Pooling and Servicing Agreement. The [Trustee][Custodian] makes no representations as to: (i) the validity, legality, sufficiency, enforceability due authorization, recordability or genuineness of any of the documents contained in the Mortgage File of any of the Mortgage Loans identified on the Mortgage Loan Schedule, or (ii) the collectability, insurability, effectiveness or suitability of any such Mortgage Loan. Capitalized terms used herein without definition shall have the meaning given to them in the Pooling and Servicing Agreement. [CITIBANK, N.A., as Trustee] [DEUTSCHE BANK NATIONAL TRUST COMPANY, as Custodian] By: ______________________________________ Name: ________________________________ Title: _________________________________ WaMu Asset Acceptance Corp. 0000 Xxxxxx Xxxxxx, XXX 1501 Xxxxxxx, XX 00000 Washington Mutual Bank 0000 Xxxxxx Xxxxxx, XXX 0000 Xxxxxxx, XX 00000 Citibank, N.A. 000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Re: [Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), dated as of April 1, 2007 among WaMu Asset Acceptance Corp., Washington Mutual Bank, Citibank, N.A. and Christiana Bank & Trust Company, WaMu Asset-Backed Certificates, WaMu Series 2007- HE2 Trust][Custodial Agreement, dated as of April 10, 2007, between Citibank, N.A., as Trustee and Deutsche Bank National Trust Company, Ladies and Gentlemen: In accordance with [Section 2.02 of the Pooling and Servicing Agreement][Section 2 of the Custodial Agreement], the undersigned, as [Trustee][Custodian], hereby certifies that as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or listed on the attachment hereto), it has received: (a) the original Mortgage Note, endorsed in blank or in the following form: “Pay to the order of Citibank, N.A., as Trustee under the applicable agreement, without recourse,” with all prior and intervening endorsements showing a complete chain of endorsement from the originator to the Person so endorsing to the Trustee or (in the case of not more than 1.00% of the Mortgage Loans, by aggregate principal balance as of the Cut off Date) a copy of such original Mortgage Note with an accompanying Lost Note Affidavit executed by the Seller; (b) the original Mortgage, noting the presence of the MIN of the Mortgage Loan and language indicating that the Mortgage Loan is a MOM Loan if the Mortgage Loan is a MOM loan, with evidence of recording thereon, and a copy, certified by the appropriate recording office, of the recorded power of attorney, if the Mortgage was executed pursuant to a power of attorney, with evidence of recording thereon; (c) unless the Mortgage Loan is registered on the MERS® System, an original Assignment in blank; (d) the original recorded Assignment or Assignments showing a complete chain of assignment from the Originator to the Person assigning the Mortgage to the Trustee or in blank (or to MERS, if the Mortgage Loan is registered on the MERS® System and noting the presence of the MIN) as contemplated by the immediately preceding clause (iii); (e) the original or copies of each assumption, modification, written assurance or substitution agreement, if any; and (f) as an original, photocopy or in electronic form, the lender’s title insurance policy, together with all endorsements or riders issued with or subsequent to the issuance of such policy, insuring the priority of the Mortgage as a first or second lien on the Mortgaged Property represented therein as a fee interest vested in the Mortgagor, or in the event such title policy is unavailable, a written commitment or uniform binder or preliminary report of title issued by the title insurance or escrow company. The [Trustee][Custodian] has made no independent examination of any documents contained in each Mortgage File beyond the review specifically required in the above-referenced Pooling and Servicing Agreement. The [Trustee][Custodian] makes no representations as to: (i) the validity, legality, sufficiency, enforceability due authorization, recordability or genuineness of any of the documents contained in the Mortgage File of any of the Mortgage Loans identified on the Mortgage Loan Schedule, or (ii) the collectability, insurability, effectiveness or suitability of any such Mortgage Loan. Capitalized terms used herein without definition shall have the meaning given to them in the Pooling and Servicing Agreement. [CITIBANK, N.A., as Trustee] [DEUTSCHE BANK NATIONAL TRUST COMPANY, as Custodian] By: ______________________________________ Name: _______________________________ Title: ________________________________ Citibank, N.A. 000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Re: Pooling and Servicing Agreement (the “Agreement”), dated as of April 1, 2007 among WaMu Asset Acceptance Corp., Washington Mutual Bank, Citibank, N.A. and Christiana Bank & Trust Company, WaMu Asset-Backed Certificates, WaMu Series 2007-HE2 Trust Ladies and Gentlemen: The undersigned hereby certifies that the undersigned is the Residual NIM Holder and further certifies that the undersigned is not an Affiliate of Washington Mutual Bank, a federal savings association. Capitalized terms used in this certificate without definition have the meaning given to them in the Agreement.

Limitation on Liability of the Trustee. It is expressly understood and agreed by the parties hereto that, except with respect to Article 3, (ia) this Agreement letter agreement is executed and delivered by the Trustee Counterparty, not individually or personally but solely as trustee of the Trusttrustee, in the exercise of the powers and authority conferred and vested in it under the Pooling and Servicing Agreement, it, (iib) each of the representations, undertakings and agreements herein made on the part of the Trust is are made and intended not as personal representations, undertakings and agreements by the Trustee Counterparty but is are made and intended for the purpose of binding only the Trust, , (iiic) nothing herein contained shall be construed as creating any liability on the part of the TrusteeCounterparty, individually or personally, to perform any covenant either expressed or implied contained herein, all such liability, if any, being expressly waived by the parties hereto who are signatories to this Confirmation and by any Person person claiming by, through or under the parties hereto and such parties, and (ivd) under no circumstances shall the Trustee Counterparty be personally liable for the payment of any indebtedness or expenses of the Trust or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Trust under this Agreement or any other related documents as to all of which recourse shall be had solely to Confirmation. Please confirm that the assets of the Trust in accordance with foregoing correctly sets forth the terms of the Pooling our agreement by executing a copy of this Confirmation returning it to us. Yours sincerely, For and Servicing Agreement. TO WITNESS THISon Behalf of UBS AG, the Company and the Trust have caused their names to be signed to this Mortgage Loan Assignment Agreement by their duly authorized respective officers as of the day and year first above written. WAMU SERIES 2007-HE2 TRUST, by Citibank, N.A., except with respect to Article 3, not in its individual capacity, but solely as Trustee London Branch By: _____By: Name: Xxxxxxx Xxxxx Name: Xxxxxxxx Xxxx Title: Associate Director Title: Director By:_________________________________ Name: ________________________________ Title: _________________________________ [_________________________________] Confirmed as of the date first above written: WACHOVIA BANK, NA., not in its individual capacity, but solely as Trustee on behalf of the CHASE FUNDING LOAN ACQUISITION TRUST, SERIES 2004-AQ1 By: ________:______________________________ Name: ________________________________ Title: _________________________________ STATE OF _______________ SCHEDULE 1 SCHEDULE TO THE MASTER AGREEMENT With respect to the ISDA Form Master (incorporated by reference into this Confirmation) ) ssCap Provider and Counterparty agree that the following provisions are deemed to be incorporated in a Schedule to the ISDA Form Master and that such ISDA Form Master shall be deemed to have been executed by you and us on the date we entered into this Transaction. COUNTY OF ____________ ) This instrument was acknowledged before me on ______________________, 200___, by _____________________ as _________________________ of Washington Mutual Bank. __________________________________________ Print Name: _______________________________ NOTARY PUBLIC (Capitalized terms in and for the State of ___________________, residing at _____________ My commission expires ______________________ STATE OF _______________ ) ) ss. COUNTY OF ____________ ) This instrument was acknowledged before me on ______________________, 200___, by _____________________ as _________________________ of Citibank, N.A., as Trustee for WaMu Series 2007-HE2 Trust this Schedule 1 and not in its individual capacity. __________________________________________ Print Name: _______________________________ NOTARY PUBLIC in and for the State of ___________________, residing at _____________ My commission expires ______________________ WaMu Asset Acceptance Corp. 0000 Xxxxxx Xxxxxx, XXX 1501 Xxxxxxx, XX 00000 Washington Mutual Bank 0000 Xxxxxx Xxxxxx, XXX 0000 Xxxxxxx, XX 00000 Citibank, N.A. 000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Re: [Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), dated as of April 1, 2007 among WaMu Asset Acceptance Corp., Washington Mutual Bank, Citibank, N.A. and Christiana Bank & Trust Company, WaMu Asset-Backed Certificates, WaMu Series 2007- HE2 Trust][Custodial Agreement, dated as of April 10, 2007, between Citibank, N.A., as Trustee and Deutsche Bank National Trust Company, Ladies and Gentlemen: Pursuant to [Section 2.02 of the Pooling and Servicing Agreement][Section 2 of the Custodial Agreement], the undersigned, as [Trustee][Custodian], hereby acknowledges receipt of each Mortgage File and certifies that, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in the exception report annexed hereto as not being covered by this certification), (i) all documents constituting part of such Mortgage File (other than such documents described in Section 2.01(e) of the Pooling and Servicing Agreement) required to be delivered to it pursuant to the Pooling and Servicing Agreement are in its possession, (ii) such documents have been reviewed by it and are not mutilated, torn or defaced unless initialed by the related borrower and relate to such Mortgage Loan and (iii) based on its examination and only as to the foregoing, the information set forth in the Mortgage Loan Schedule that corresponds to items (i), (ii), (ix), (xii), (xiv) (to the extent of the Periodic Rate Cap for the first Adjustment Date and subsequent Adjustment Dates) and (xvi) of the definition of “Mortgage Loan Schedule” of the Pooling and Servicing Agreement accurately reflects information set forth in the Mortgage File. The [Trustee][Custodian] has made no independent examination of any documents contained in each Mortgage File beyond the review specifically required in the above-referenced Pooling and Servicing Agreement. The [Trustee][Custodian] makes no representations as to: (i) the validity, legality, sufficiency, enforceability due authorization, recordability or genuineness of any of the documents contained in the Mortgage File of any of the Mortgage Loans identified on the Mortgage Loan Schedule, or (ii) the collectability, insurability, effectiveness or suitability of any such Mortgage Loan. Capitalized terms used herein without definition otherwise defined shall have the meaning given meanings ascribed to them in the Pooling ISDA Form Master. Section and Servicing Agreement. [CITIBANK, N.A., as Trustee] [DEUTSCHE BANK NATIONAL TRUST COMPANY, as Custodian] By: ______________________________________ Name: ________________________________ Title: _________________________________ WaMu Asset Acceptance Corp. 0000 Xxxxxx Xxxxxx, XXX 1501 Xxxxxxx, XX 00000 Washington Mutual Bank 0000 Xxxxxx Xxxxxx, XXX 0000 Xxxxxxx, XX 00000 Citibank, N.A. 000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Re: [Pooling paragraph references in this Schedule 1 are to the sections and Servicing Agreement (the “Pooling and Servicing Agreement”), dated as of April 1, 2007 among WaMu Asset Acceptance Corp., Washington Mutual Bank, Citibank, N.A. and Christiana Bank & Trust Company, WaMu Asset-Backed Certificates, WaMu Series 2007- HE2 Trust][Custodial Agreement, dated as of April 10, 2007, between Citibank, N.A., as Trustee and Deutsche Bank National Trust Company, Ladies and Gentlemen: In accordance with [Section 2.02 paragraphs of the Pooling and Servicing Agreement][Section 2 of the Custodial Agreement], the undersigned, as [Trustee][Custodian], hereby certifies that as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or listed on the attachment hereto), it has received: (a) the original Mortgage Note, endorsed in blank or in the following form: “Pay to the order of Citibank, N.A., as Trustee under the applicable agreement, without recourse,” with all prior and intervening endorsements showing a complete chain of endorsement from the originator to the Person so endorsing to the Trustee or (in the case of not more than 1.00% of the Mortgage Loans, by aggregate principal balance as of the Cut off Date) a copy of such original Mortgage Note with an accompanying Lost Note Affidavit executed by the Seller; (b) the original Mortgage, noting the presence of the MIN of the Mortgage Loan and language indicating that the Mortgage Loan is a MOM Loan if the Mortgage Loan is a MOM loan, with evidence of recording thereon, and a copy, certified by the appropriate recording office, of the recorded power of attorney, if the Mortgage was executed pursuant to a power of attorney, with evidence of recording thereon; (c) unless the Mortgage Loan is registered on the MERS® System, an original Assignment in blank; (d) the original recorded Assignment or Assignments showing a complete chain of assignment from the Originator to the Person assigning the Mortgage to the Trustee or in blank (or to MERS, if the Mortgage Loan is registered on the MERS® System and noting the presence of the MIN) as contemplated by the immediately preceding clause (iii); (e) the original or copies of each assumption, modification, written assurance or substitution agreement, if any; and (f) as an original, photocopy or in electronic form, the lender’s title insurance policy, together with all endorsements or riders issued with or subsequent to the issuance of such policy, insuring the priority of the Mortgage as a first or second lien on the Mortgaged Property represented therein as a fee interest vested in the Mortgagor, or in the event such title policy is unavailable, a written commitment or uniform binder or preliminary report of title issued by the title insurance or escrow company. The [Trustee][Custodian] has made no independent examination of any documents contained in each Mortgage File beyond the review specifically required in the above-referenced Pooling and Servicing Agreement. The [Trustee][Custodian] makes no representations as to: (i) the validity, legality, sufficiency, enforceability due authorization, recordability or genuineness of any of the documents contained in the Mortgage File of any of the Mortgage Loans identified on the Mortgage Loan Schedule, or (ii) the collectability, insurability, effectiveness or suitability of any such Mortgage Loan. Capitalized terms used herein without definition shall have the meaning given to them in the Pooling and Servicing Agreement. [CITIBANK, N.A., as Trustee] [DEUTSCHE BANK NATIONAL TRUST COMPANY, as Custodian] By: ______________________________________ Name: _______________________________ Title: ________________________________ Citibank, N.A. 000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Re: Pooling and Servicing Agreement (the “Agreement”), dated as of April 1, 2007 among WaMu Asset Acceptance Corp., Washington Mutual Bank, Citibank, N.A. and Christiana Bank & Trust Company, WaMu Asset-Backed Certificates, WaMu Series 2007-HE2 Trust Ladies and Gentlemen: The undersigned hereby certifies that the undersigned is the Residual NIM Holder and further certifies that the undersigned is not an Affiliate of Washington Mutual Bank, a federal savings association. Capitalized terms used in this certificate without definition have the meaning given to them in the Agreement.ISDA Form Master):

Limitation on Liability of the Trustee. It is expressly understood and agreed by the parties hereto that, except with respect to Article 3, (i) this Agreement is executed and delivered by the Trustee not individually or personally but solely as trustee of the Trust, in the exercise of the powers and authority conferred and vested in it under the Pooling and Servicing Agreement, (ii) each of the representations, undertakings and agreements herein made on the part of the Trust is made and intended not as personal representations, undertakings and agreements by the Trustee but is made and intended for the purpose of binding only the Trust, (iii) nothing herein contained shall be construed as creating any liability on the part of the Trustee, individually or personally, to perform any covenant either expressed or implied contained herein, all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto and (iv) under no circumstances shall the Trustee be personally liable for the payment of any indebtedness or expenses of the Trust or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Trust under this Agreement or any other related documents as to all of which recourse shall be had solely to the assets of the Trust in accordance with the terms of the Pooling and Servicing Agreement. TO WITNESS THIS, the Company and the Trust have caused their names to be signed to this Mortgage Loan Assignment Agreement by their duly authorized respective officers as of the day and year first above written. WAMU SERIES 2007-HE2 TRUST, by Citibank, N.A., except with respect to Article 3, not in its individual capacity, but solely as Trustee By: ______________________________________ Name: ________________________________ Title: _________________________________ [_________________________________] By: ______________________________________ Name: ________________________________ Title: _________________________________ STATE OF _______________ ) ) ss. COUNTY OF ____________ ) This instrument was acknowledged before me on ______________________, 200___, by _____________________ as _________________________ of Washington Mutual Bank. __________________________________________ Print Name: _______________________________ NOTARY PUBLIC in and for the State of ___________________, residing at _____________ My commission expires ______________________ STATE OF _______________ ) ) ss. COUNTY OF ____________ ) This instrument was acknowledged before me on ______________________, 200___, by _____________________ as _________________________ of Citibank, N.A., as Trustee for WaMu Series 2007-HE2 Trust and not in its individual capacity. __________________________________________ Print Name: _______________________________ NOTARY PUBLIC in and for the State of ___________________, residing at _____________ My commission expires ______________________ WaMu Asset Acceptance Corp. 0000 1000 Xxxxxx Xxxxxx, XXX 1501 XxxxxxxSxxxxxx, XX 00000 Washington Mutual Bank 0000 1000 Xxxxxx Xxxxxx, XXX 0000 Xxxxxxx, XX 00000 Citibank, N.A. 000 300 Xxxxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Re: [Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), dated as of April 1, 2007 among WaMu Asset Acceptance Corp., Washington Mutual Bank, Citibank, N.A. and Christiana Bank & Trust Company, WaMu Asset-Backed Certificates, WaMu Series 2007- HE2 Trust][Custodial Agreement, dated as of April 10, 2007, between Citibank, N.A., as Trustee and Deutsche Bank National Trust Company, Ladies and Gentlemen: Pursuant to [Section 2.02 of the Pooling and Servicing Agreement][Section 2 of the Custodial Agreement], the undersigned, as [Trustee][Custodian], hereby acknowledges receipt of each Mortgage File and certifies that, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in the exception report annexed hereto as not being covered by this certification), (i) all documents constituting part of such Mortgage File (other than such documents described in Section 2.01(e) of the Pooling and Servicing Agreement) required to be delivered to it pursuant to the Pooling and Servicing Agreement are in its possession, (ii) such documents have been reviewed by it and are not mutilated, torn or defaced unless initialed by the related borrower and relate to such Mortgage Loan and (iii) based on its examination and only as to the foregoing, the information set forth in the Mortgage Loan Schedule that corresponds to items (i), (ii), (ix), (xii), (xiv) (to the extent of the Periodic Rate Cap for the first Adjustment Date and subsequent Adjustment Dates) and (xvi) of the definition of “Mortgage Loan Schedule” of the Pooling and Servicing Agreement accurately reflects information set forth in the Mortgage File. The [Trustee][Custodian] has made no independent examination of any documents contained in each Mortgage File beyond the review specifically required in the above-referenced Pooling and Servicing Agreement. The [Trustee][Custodian] makes no representations as to: (i) the validity, legality, sufficiency, enforceability due authorization, recordability or genuineness of any of the documents contained in the Mortgage File of any of the Mortgage Loans identified on the Mortgage Loan Schedule, or (ii) the collectability, insurability, effectiveness or suitability of any such Mortgage Loan. Capitalized terms used herein without definition shall have the meaning given to them in the Pooling and Servicing Agreement. [CITIBANK, N.A., as Trustee] [DEUTSCHE BANK NATIONAL TRUST COMPANY, as Custodian] By: ______________________________________ Name: ________________________________ Title: _________________________________ WaMu Asset Acceptance Corp. 0000 1000 Xxxxxx Xxxxxx, XXX 1501 XxxxxxxSxxxxxx, XX 00000 Washington Mutual Bank 0000 1000 Xxxxxx Xxxxxx, XXX 0000 Xxxxxxx, XX 00000 Citibank, N.A. 000 300 Xxxxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Re: [Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), dated as of April 1, 2007 among WaMu Asset Acceptance Corp., Washington Mutual Bank, Citibank, N.A. and Christiana Bank & Trust Company, WaMu Asset-Backed Certificates, WaMu Series 2007- HE2 Trust][Custodial Agreement, dated as of April 10, 2007, between Citibank, N.A., as Trustee and Deutsche Bank National Trust Company, Ladies and Gentlemen: In accordance with [Section 2.02 of the Pooling and Servicing Agreement][Section 2 of the Custodial Agreement], the undersigned, as [Trustee][Custodian], hereby certifies that as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or listed on the attachment hereto), it has received: (a) the original Mortgage Note, endorsed in blank or in the following form: “Pay to the order of Citibank, N.A., as Trustee under the applicable agreement, without recourse,” with all prior and intervening endorsements showing a complete chain of endorsement from the originator to the Person so endorsing to the Trustee or (in the case of not more than 1.00% of the Mortgage Loans, by aggregate principal balance as of the Cut off Date) a copy of such original Mortgage Note with an accompanying Lost Note Affidavit executed by the Seller; (b) the original Mortgage, noting the presence of the MIN of the Mortgage Loan and language indicating that the Mortgage Loan is a MOM Loan if the Mortgage Loan is a MOM loan, with evidence of recording thereon, and a copy, certified by the appropriate recording office, of the recorded power of attorney, if the Mortgage was executed pursuant to a power of attorney, with evidence of recording thereon; (c) unless the Mortgage Loan is registered on the MERS® System, an original Assignment in blank; (d) the original recorded Assignment or Assignments showing a complete chain of assignment from the Originator to the Person assigning the Mortgage to the Trustee or in blank (or to MERS, if the Mortgage Loan is registered on the MERS® System and noting the presence of the MIN) as contemplated by the immediately preceding clause (iii); (e) the original or copies of each assumption, modification, written assurance or substitution agreement, if any; and (f) as an original, photocopy or in electronic form, the lender’s title insurance policy, together with all endorsements or riders issued with or subsequent to the issuance of such policy, insuring the priority of the Mortgage as a first or second lien on the Mortgaged Property represented therein as a fee interest vested in the Mortgagor, or in the event such title policy is unavailable, a written commitment or uniform binder or preliminary report of title issued by the title insurance or escrow company. The [Trustee][Custodian] has made no independent examination of any documents contained in each Mortgage File beyond the review specifically required in the above-referenced Pooling and Servicing Agreement. The [Trustee][Custodian] makes no representations as to: (i) the validity, legality, sufficiency, enforceability due authorization, recordability or genuineness of any of the documents contained in the Mortgage File of any of the Mortgage Loans identified on the Mortgage Loan Schedule, or (ii) the collectability, insurability, effectiveness or suitability of any such Mortgage Loan. Capitalized terms used herein without definition shall have the meaning given to them in the Pooling and Servicing Agreement. [CITIBANK, N.A., as Trustee] [DEUTSCHE BANK NATIONAL TRUST COMPANY, as Custodian] By: ______________________________________ Name: _______________________________ Title: ________________________________ Citibank, N.A. 000 300 Xxxxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Re: Pooling and Servicing Agreement (the “Agreement”), dated as of April 1, 2007 among WaMu Asset Acceptance Corp., Washington Mutual Bank, Citibank, N.A. and Christiana Bank & Trust Company, WaMu Asset-Backed Certificates, WaMu Series 2007-HE2 Trust Ladies and Gentlemen: The undersigned hereby certifies that the undersigned is the Residual NIM Holder and further certifies that the undersigned is not an Affiliate of Washington Mutual Bank, a federal savings association. Capitalized terms used in this certificate without definition have the meaning given to them in the Agreement.

Limitation on Liability of the Trustee. It is expressly understood and agreed by the parties hereto that, except with respect to Article 3, (i) this Agreement is executed and delivered by the Trustee not individually or personally but solely as trustee of the Trust, in the exercise of the powers and authority conferred and vested in it under the Pooling and Servicing Agreement, (ii) each of the representations, undertakings and agreements herein made on the part of the Trust is made and intended not as personal representations, undertakings and agreements by the Trustee but is made and intended for the purpose of binding only the Trust, (iii) nothing herein contained shall be construed as creating any liability on the part of the Trustee, individually or personally, to perform any covenant either expressed or implied contained herein, all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto and (iv) under no circumstances shall the Trustee be personally liable for the payment of any indebtedness or expenses of the Trust or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Trust under this Agreement or any other related documents as to all of which recourse shall be had solely to the assets of the Trust in accordance with the terms of the Pooling and Servicing Agreement. TO WITNESS THIS, the Company and the Trust have caused their names to be signed to this Mortgage Loan Assignment Agreement by their duly authorized respective officers as of the day and year first above written. WAMU SERIES 2007-HE2 HE1 TRUST, by Citibank, N.A.Deutsche Bank National Trust Company, except with respect to Article 3, not in its individual capacity, but solely as Trustee By: ______________________________________ Name: ________________________________ Title: _________________________________ [_________________________________] By: ______________________________________ Name: ________________________________ Title: _________________________________ STATE OF _______________ ) ) ss. COUNTY OF ____________ ) This instrument was acknowledged before me on ______________________, 200___, by _____________________ as _________________________ of Washington Mutual Bank. __________________________________________ Print Name: _______________________________ NOTARY PUBLIC in and for the State of ___________________, residing at _____________ My commission expires ______________________ STATE OF _______________ ) ) ss. COUNTY OF ____________ ) This instrument was acknowledged before me on ______________________, 200___, by _____________________ as _________________________ of Citibank, N.A.Deutsche Bank National Trust Company, as Trustee for WaMu Series 2007-HE2 HE1 Trust and not in its individual capacity. __________________________________________ Print Name: _______________________________ NOTARY PUBLIC in and for the State of ___________________, residing at _____________ My commission expires ______________________ [Date] WaMu Asset Acceptance Corp. 0000 Xxxxxx Xxxxxx, XXX 1501 Xxxxxxx, XX 00000 Washington Mutual Bank 0000 Xxxxxx Xxxxxx, XXX 0000 1505 Xxxxxxx, XX 00000 Citibank, N.A. 000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Re: [Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), dated as of April January 1, 2007 among WaMu Asset Acceptance Corp., Washington Mutual Bank, Citibank, N.A. Deutsche Bank National Trust Company and Christiana Deutsche Bank & Trust CompanyCompany Delaware, WaMu Asset-Backed Certificates, WaMu Series 2007- HE2 Trust][Custodial Agreement, dated as of April 10, 2007, between Citibank, N.A., as Trustee and Deutsche Bank National -HE1 Trust Company, Ladies and Gentlemen: Pursuant to [Section 2.02 of the Pooling and Servicing Agreement][Section 2 of the Custodial Agreement], the undersigned, as [Trustee][Custodian]Trustee, hereby acknowledges receipt of each Mortgage File and certifies that, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in the exception report annexed hereto as not being covered by this certification), (i) all documents constituting part of such Mortgage File (other than such documents described in Section 2.01(e) of the Pooling and Servicing Agreement) required to be delivered to it pursuant to the Pooling and Servicing Agreement are in its possession, (ii) such documents have been reviewed by it and are not mutilated, torn or defaced unless initialed by the related borrower and relate to such Mortgage Loan and (iii) based on its examination and only as to the foregoing, the information set forth in the Mortgage Loan Schedule that corresponds to items (i), (ii), (ix), (xii), (xiv) (to the extent of the Periodic Rate Cap for the first Adjustment Date and subsequent Adjustment Dates) and (xvi) of the definition of “Mortgage Loan Schedule” of the Pooling and Servicing Agreement accurately reflects information set forth in the Mortgage File. The [Trustee][Custodian] Trustee has made no independent examination of any documents contained in each Mortgage File beyond the review specifically required in the above-referenced Pooling and Servicing Agreement. The [Trustee][Custodian] Trustee makes no representations as to: (i) the validity, legality, sufficiency, enforceability due authorization, recordability or genuineness of any of the documents contained in the Mortgage File of any of the Mortgage Loans identified on the Mortgage Loan Schedule, or (ii) the collectability, insurability, effectiveness or suitability of any such Mortgage Loan. Capitalized terms used herein without definition shall have the meaning given to them in the Pooling and Servicing Agreement. [CITIBANK, N.A., as Trustee] [DEUTSCHE BANK NATIONAL TRUST COMPANY, as Custodian] Trustee By: ______________________________________ Name: ________________________________ Title: _________________________________ [Date] WaMu Asset Acceptance Corp. 0000 Xxxxxx Xxxxxx, XXX 1501 Xxxxxxx, XX 00000 Washington Mutual Bank 0000 Xxxxxx Xxxxxx, XXX 0000 1505 Xxxxxxx, XX 00000 Citibank, N.A. 000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Re: [Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), dated as of April January 1, 2007 among WaMu Asset Acceptance Corp., Washington Mutual Bank, Citibank, N.A. Deutsche Bank National Trust Company and Christiana Deutsche Bank & Trust CompanyCompany Delaware, WaMu Asset-Backed Certificates, WaMu Series 2007- HE2 Trust][Custodial Agreement, dated as of April 10, 2007, between Citibank, N.A., as Trustee and Deutsche Bank National -HE1 Trust Company, Ladies and Gentlemen: In accordance with [Section 2.02 of the above-captioned Pooling and Servicing Agreement][Section 2 of the Custodial Agreement], the undersigned, as [Trustee][Custodian]Trustee, hereby certifies that as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or listed on the attachment hereto), it or a Custodian on its behalf has received: (a) the original Mortgage Note, endorsed in blank or in the following form: “Pay to the order of Citibank, N.A.Deutsche Bank National Trust Company, as Trustee under the applicable agreement, without recourse,” with all prior and intervening endorsements showing a complete chain of endorsement from the originator to the Person so endorsing to the Trustee or (in the case of not more than 1.00% of the Mortgage Loans, by aggregate principal balance as of the Cut off Date) a copy of such original Mortgage Note with an accompanying Lost Note Affidavit executed by the Seller; (b) the original Mortgage, noting the presence of the MIN of the Mortgage Loan and language indicating that the Mortgage Loan is a MOM Loan if the Mortgage Loan is a MOM loan, with evidence of recording thereon, and a copy, certified by the appropriate recording office, of the recorded power of attorney, if the Mortgage was executed pursuant to a power of attorney, with evidence of recording thereon; (c) unless the except for Mortgage Loan is Loans registered on the MERS® System, an original Assignment in blank; (d) the original recorded Assignment or Assignments showing a complete chain of assignment from the Originator originator to the Person assigning the Mortgage to the Trustee or in blank (or to MERS, if the Mortgage Loan is registered on the MERS® System and noting the presence of the MIN) as contemplated by the immediately preceding clause (iiiSystem); (e) the original or copies of each assumption, modification, written assurance or substitution agreement, if any; and (f) as an original, photocopy or in electronic form, the lender’s title insurance policy, together with all endorsements or riders issued with or subsequent to the issuance of such policy, insuring the priority of the Mortgage as a first or and second lien on the Mortgaged Property represented therein as a fee interest vested in the Mortgagor, or in the event such title policy is unavailable, a written commitment or uniform binder or preliminary report of title issued by the title insurance or escrow company. The [Trustee][Custodian] Trustee has made no independent examination of any documents contained in each Mortgage File beyond the review specifically required in the above-referenced Pooling and Servicing Agreement. The [Trustee][Custodian] Trustee makes no representations as to: (i) the validity, legality, sufficiency, enforceability due authorization, recordability or genuineness of any of the documents contained in the Mortgage File of any of the Mortgage Loans identified on the Mortgage Loan Schedule, or (ii) the collectability, insurability, effectiveness or suitability of any such Mortgage Loan. Capitalized terms words and phrases used herein without definition shall have the meaning given respective meanings assigned to them in the above-captioned Pooling and Servicing Agreement. [CITIBANK, N.A., as Trustee] [DEUTSCHE BANK NATIONAL TRUST COMPANY, as Custodian] Trustee By: ______________________________________ Name: ________________________________ Title: _________________________________ CitibankDeutsche Bank National Trust Company 0000 Xxxx Xx. Xxxxxx Xxxxx Santa Ana, N.A. 000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 California 92705 Re: Pooling and Servicing Agreement (the “Agreement”), dated as of April January 1, 2007 among WaMu Asset Acceptance Corp., Washington Mutual Bank, Citibank, N.A. Deutsche Bank National Trust Company and Christiana Deutsche Bank & Trust CompanyCompany Delaware, WaMu Asset-Backed Certificates, WaMu Series 2007-HE2 HE1 Trust Ladies and Gentlemen: The undersigned hereby certifies that the undersigned is the Residual NIM Holder and further certifies that the undersigned is not an Affiliate of Washington Mutual Bank, a federal savings association. Capitalized terms used in this certificate without definition have the meaning given to them in the Agreement.

Limitation on Liability of the Trustee. It is expressly understood and agreed by the parties hereto that, except with respect to Article 3, (i) this Agreement is executed and delivered by the Trustee not individually or personally but solely as trustee of the Trust, in the exercise of the powers and authority conferred and vested in it under the Pooling and Servicing Agreement, (ii) each of the representations, undertakings and agreements herein made on the part of the Trust is made and intended not as personal representations, undertakings and agreements by the Trustee but is made and intended for the purpose of binding only the Trust, (iii) nothing herein contained shall be construed as creating any liability on the part of the Trustee, individually or personally, to perform any covenant either expressed or implied contained herein, all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto and (iv) under no circumstances shall the Trustee be personally liable for the payment of any indebtedness or expenses of the Trust or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Trust under this Agreement or any other related documents as to all of which recourse shall be had solely to the assets of the Trust in accordance with the terms of the Pooling and Servicing Agreement. TO WITNESS THIS, the Company and the Trust have caused their names to be signed to this Mortgage Loan Assignment Agreement by their duly authorized respective officers as of the day and year first above written. WAMU SERIES 2007-HE2 HE4 TRUST, by Citibank, N.A., except with respect to Article 3, not in its individual capacity, but solely as Trustee By: ______________________________________ Name: ________________________________ Title: _________________________________ [_________________________________] By: ______________________________________ Name: ________________________________ Title: _________________________________ STATE OF _______________ ) ) ss. COUNTY OF ____________ ) This instrument was acknowledged before me on ______________________, 200___, by _____________________ as _________________________ of Washington Mutual Bank. __________________________________________ Print Name: _______________________________ NOTARY PUBLIC in and for the State of ___________________, residing at _____________ My commission expires ______________________ STATE OF _______________ ) ) ss. COUNTY OF ____________ ) This instrument was acknowledged before me on ______________________, 200___, by _____________________ as _________________________ of Citibank, N.A., as Trustee for WaMu Series 2007-HE2 HE4 Trust and not in its individual capacity. __________________________________________ Print Name: _______________________________ NOTARY PUBLIC in and for the State of ___________________, residing at _____________ My commission expires ______________________ [Date] WaMu Asset Acceptance Corp. 0000 Xxxxxx Xxxxxx, XXX 1501 Xxxxxxx, XX 00000 Washington Mutual Bank 0000 Xxxxxx Xxxxxx, XXX 0000 Xxxxxxx, XX 00000 Citibank, N.A. 000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Re: [Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), dated as of April June 1, 2007 among WaMu Asset Acceptance Corp., Washington Mutual Bank, Citibank, N.A. and Christiana Bank & Trust Company, WaMu Asset-Backed Certificates, WaMu Series 2007- HE2 2007-HE4 Trust][Custodial Agreement, dated as of April 10June 13, 2007, between Citibank, N.A., as Trustee and Deutsche Bank National Trust Company, ,as Custodian] Ladies and Gentlemen: Pursuant to [Section 2.02 of the Pooling and Servicing Agreement][Section 2 of the Custodial Agreement], the undersigned, as [Trustee][Custodian], hereby acknowledges receipt of each Mortgage File and certifies that, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in the exception report annexed hereto as not being covered by this certification), (i) all documents constituting part of such Mortgage File (other than such documents described in Section 2.01(e) of the Pooling and Servicing Agreement) required to be delivered to it pursuant to the Pooling and Servicing Agreement are in its possession, (ii) such documents have been reviewed by it and are not mutilated, torn or defaced unless initialed by the related borrower and relate to such Mortgage Loan and (iii) based on its examination and only as to the foregoing, the information set forth in the Mortgage Loan Schedule that corresponds to items (i), (ii), (ix), (xii), (xiv) (to the extent of the Periodic Gross Margin, Maximum Mortgage Rate Cap for and the first Adjustment Date and subsequent Adjustment DatesMinimum Mortgage Rate) and (xvi) of the definition of “Mortgage Loan Schedule” of the Pooling and Servicing Agreement accurately reflects information set forth in the Mortgage File. The [Trustee][Custodian] has made no independent examination of any documents contained in each Mortgage File beyond the review specifically required in the above-referenced Pooling and Servicing Agreement. The [Trustee][Custodian] makes no representations as to: (i) the validity, legality, sufficiency, enforceability due authorization, recordability or genuineness of any of the documents contained in the Mortgage [Mortgage/Custodial] File of any of the Mortgage Loans identified on the Mortgage Loan Schedule, or (ii) the collectability, insurability, effectiveness effectiveness, perfection or priority, including the authority or capacity of any Person to execute or issue any documents in the Custodial File or suitability of any such Mortgage Loan. Capitalized terms used herein without definition shall have the meaning given to them in the Pooling and Servicing Agreement. [CITIBANK, N.A., as Trustee] [DEUTSCHE BANK NATIONAL TRUST COMPANYDeutsche Bank National Trust Company, as Custodian] By: ______________________________________ Name: ________________________________ Title: _________________________________ [Date] WaMu Asset Acceptance Corp. 0000 Xxxxxx Xxxxxx, XXX 1501 Xxxxxxx, XX 00000 Washington Mutual Bank 0000 Xxxxxx Xxxxxx, XXX 0000 Xxxxxxx, XX 00000 Citibank, N.A. 000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Re: [Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), dated as of April June 1, 2007 among WaMu Asset Acceptance Corp., Washington Mutual Bank, Citibank, N.A. and Christiana Bank & Trust Company, WaMu Asset-Backed Certificates, WaMu Series 2007- HE2 2007-HE4 Trust][Custodial Agreement, dated as of April 10June 13, 2007, between Citibank, N.A., as Trustee and Deutsche Bank National Trust Company, as Custodian] Ladies and Gentlemen: In accordance with [Section 2.02 of the Pooling and Servicing Agreement][Section 2 of the Custodial Agreement], the undersigned, as [Trustee][Custodian], hereby certifies that as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or listed on the attachment hereto), it has received: (a) the original Mortgage Note, endorsed in blank or in the following form: “Pay to the order of Citibank, N.A., as Trustee under the applicable agreement, without recourse,” with all prior and intervening endorsements showing a complete chain of endorsement from the originator to the Person so endorsing to the Trustee or (in the case of not more than 1.00% of the Mortgage Loans, by aggregate principal balance as of the Cut Cut-off Date) a copy of such original Mortgage Note with an accompanying Lost Note Affidavit executed by the Seller; (b) the original Mortgage, noting the presence of the MIN of the Mortgage Loan and language indicating that the Mortgage Loan is a MOM Loan if the Mortgage Loan is a MOM loan, with evidence of recording thereon, and a copy, certified by the appropriate recording office, of the recorded power of attorney, if the Mortgage was executed pursuant to a power of attorney, with evidence of recording thereon; (c) unless the Mortgage Loan is registered on the MERS® System, an original Assignment in blank; (d) the original recorded Assignment or Assignments showing a complete chain of assignment from the Originator to the Person assigning the Mortgage to the Trustee or in blank (or to MERS, if the Mortgage Loan is registered on the MERS® System and noting the presence of the MIN) as contemplated by the immediately preceding clause (iii); (e) the original or copies of each assumption, modification, written assurance or substitution agreement, if any; and (f) as an original, photocopy or in electronic form, the lender’s title insurance policy, together with all endorsements or riders issued with or subsequent to the issuance of such policy, insuring the priority of the Mortgage as a first or second lien on the Mortgaged Property represented therein as a fee interest vested in the Mortgagor, or in the event such title policy is unavailable, a written commitment or uniform binder or preliminary report of title issued by the title insurance or escrow company. The [Trustee][Custodian] has made no independent examination of any documents contained in each Mortgage File beyond the review specifically required in the above-referenced Pooling and Servicing Agreement. The [Trustee][Custodian] makes no representations as to: (i) the validity, legality, sufficiency, enforceability due authorization, recordability or genuineness of any of the documents contained in the Mortgage [Mortgage/Custodial] File of any of the Mortgage Loans identified on the Mortgage Loan Schedule, or (ii) the collectability, insurability, effectiveness effectiveness, perfection or priority, including the authority or capacity of any Person to execute or issue any documents in the Custodial File or suitability of any such Mortgage Loan. Capitalized terms used herein without definition shall have the meaning given to them in the Pooling and Servicing Agreement. [CITIBANK, N.A., as Trustee] [DEUTSCHE BANK NATIONAL TRUST COMPANYDeutsche Bank National Trust Company, as Custodian] By: ______________________________________ Name: ________________________________ Title: _________________________________ Citibank, N.A. 000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Re: Pooling and Servicing Agreement (the “Agreement”), dated as of April June 1, 2007 among WaMu Asset Acceptance Corp., Washington Mutual Bank, Citibank, N.A. and Christiana Bank & Trust Company, WaMu Asset-Backed Certificates, WaMu Series 2007-HE2 HE4 Trust Ladies and Gentlemen: The undersigned hereby certifies that the undersigned is the Residual NIM Holder and further certifies that the undersigned is not an Affiliate of Washington Mutual Bank, a federal savings association. Capitalized terms used in this certificate without definition have the meaning given to them in the Agreement.

Limitation on Liability of the Trustee. It is expressly understood and agreed by the parties hereto that, except with respect to Article 3, (i) this Agreement is executed and delivered by the Trustee not individually or personally but solely as trustee of the Trust, in the exercise of the powers and authority conferred and vested in it under the Pooling and Servicing Agreement, (ii) each of the representations, undertakings and agreements herein made on the part of the Trust is made and intended not as personal representations, undertakings and agreements by the Trustee but is made and intended for the purpose of binding only the Trust, (iii) nothing herein contained shall be construed as creating any liability on the part of the Trustee, individually or personally, to perform any covenant either expressed or implied contained herein, all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto and (iv) under no circumstances shall the Trustee be personally liable for the payment of any indebtedness or expenses of the Trust or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Trust under this Agreement or any other related documents as to all of which recourse shall be had solely to the assets of the Trust in accordance with the terms of the Pooling and Servicing Agreement. TO WITNESS THIS, the Company and the Trust have caused their names to be signed to this Mortgage Loan Assignment Agreement by their duly authorized respective officers as of the day and year first above written. WAMU SERIES 2007-HE2 HE3 TRUST, by Citibank, N.A., except with respect to Article 3, not in its individual capacity, but solely as Trustee By: ______________________________________ Name: ________________________________ Title: _________________________________ [_________________________________] By: ______________________________________ Name: ________________________________ Title: _________________________________ STATE OF _______________ ) ) ss. COUNTY OF ____________ ) This instrument was acknowledged before me on ______________________, 200___, by _____________________ as _________________________ of Washington Mutual Bank. __________________________________________ Print Name: _______________________________ NOTARY PUBLIC in and for the State of ___________________, residing at _____________ My commission expires ______________________ STATE OF _______________ ) ) ss. COUNTY OF ____________ ) This instrument was acknowledged before me on ______________________, 200___, by _____________________ as _________________________ of Citibank, N.A., as Trustee for WaMu Series 2007-HE2 HE3 Trust and not in its individual capacity. __________________________________________ Print Name: _______________________________ NOTARY PUBLIC in and for the State of ___________________, residing at _____________ My commission expires ______________________ [Date] WaMu Asset Acceptance Corp. 0000 Xxxxxx Xxxxxx, XXX 1501 Xxxxxxx, XX 00000 Washington Mutual Bank 0000 Xxxxxx Xxxxxx, XXX 0000 Xxxxxxx, XX 00000 Citibank, N.A. 000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Re: [Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), dated as of April May 1, 2007 among WaMu Asset Acceptance Corp., Washington Mutual Bank, Citibank, N.A. and Christiana Bank & Trust Company, WaMu Asset-Backed Certificates, WaMu Series 2007- HE2 2007-HE3 Trust][Custodial Agreement, dated as of April May 10, 2007, between Citibank, N.A., as Trustee and Deutsche Bank National Trust Company, ,as Custodian] Ladies and Gentlemen: Pursuant to [Section 2.02 of the Pooling and Servicing Agreement][Section 2 of the Custodial Agreement], the undersigned, as [Trustee][Custodian], hereby acknowledges receipt of each Mortgage File and certifies that, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in the exception report annexed hereto as not being covered by this certification), (i) all documents constituting part of such Mortgage File (other than such documents described in Section 2.01(e) of the Pooling and Servicing Agreement) required to be delivered to it pursuant to the Pooling and Servicing Agreement are in its possession, (ii) such documents have been reviewed by it and are not mutilated, torn or defaced unless initialed by the related borrower and relate to such Mortgage Loan and (iii) based on its examination and only as to the foregoing, the information set forth in the Mortgage Loan Schedule that corresponds to items (i), (ii), (ix), (xii), (xiv) (to the extent of the Periodic Gross Margin, Maximum Mortgage Rate Cap for and the first Adjustment Date and subsequent Adjustment DatesMinimum Mortgage Rate) and (xvi) of the definition of “Mortgage Loan Schedule” of the Pooling and Servicing Agreement accurately reflects information set forth in the Mortgage File. The [Trustee][Custodian] has made no independent examination of any documents contained in each Mortgage File beyond the review specifically required in the above-referenced Pooling and Servicing Agreement. The [Trustee][Custodian] makes no representations as to: (i) the validity, legality, sufficiency, enforceability due authorization, recordability or genuineness of any of the documents contained in the Mortgage [Mortgage/Custodial] File of any of the Mortgage Loans identified on the Mortgage Loan Schedule, or (ii) the collectability, insurability, effectiveness effectiveness, perfection or priority, including the authority or capacity of any Person to execute or issue any documents in the Custodial File or suitability of any such Mortgage Loan. Capitalized terms used herein without definition shall have the meaning given to them in the Pooling and Servicing Agreement. [CITIBANK, N.A., as Trustee] [DEUTSCHE BANK NATIONAL TRUST COMPANYDeutsche Bank National Trust Company, as Custodian] By: ______________________________________ Name: ________________________________ Title: _________________________________ [Date] WaMu Asset Acceptance Corp. 0000 Xxxxxx Xxxxxx, XXX 1501 Xxxxxxx, XX 00000 Washington Mutual Bank 0000 Xxxxxx Xxxxxx, XXX 0000 Xxxxxxx, XX 00000 Citibank, N.A. 000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Re: [Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), dated as of April May 1, 2007 among WaMu Asset Acceptance Corp., Washington Mutual Bank, Citibank, N.A. and Christiana Bank & Trust Company, WaMu Asset-Backed Certificates, WaMu Series 2007- HE2 2007-HE3 Trust][Custodial Agreement, dated as of April May 10, 2007, between Citibank, N.A., as Trustee and Deutsche Bank National Trust Company, as Custodian] Ladies and Gentlemen: In accordance with [Section 2.02 of the Pooling and Servicing Agreement][Section 2 of the Custodial Agreement], the undersigned, as [Trustee][Custodian], hereby certifies that as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or listed on the attachment hereto), it has received: (a) the original Mortgage Note, endorsed in blank or in the following form: “Pay to the order of Citibank, N.A., as Trustee under the applicable agreement, without recourse,” with all prior and intervening endorsements showing a complete chain of endorsement from the originator to the Person so endorsing to the Trustee or (in the case of not more than 1.00% of the Mortgage Loans, by aggregate principal balance as of the Cut Cut-off Date) a copy of such original Mortgage Note with an accompanying Lost Note Affidavit executed by the Seller; (b) the original Mortgage, noting the presence of the MIN of the Mortgage Loan and language indicating that the Mortgage Loan is a MOM Loan if the Mortgage Loan is a MOM loan, with evidence of recording thereon, and a copy, certified by the appropriate recording office, of the recorded power of attorney, if the Mortgage was executed pursuant to a power of attorney, with evidence of recording thereon; (c) unless the Mortgage Loan is registered on the MERS® System, an original Assignment in blank; (d) the original recorded Assignment or Assignments showing a complete chain of assignment from the Originator to the Person assigning the Mortgage to the Trustee or in blank (or to MERS, if the Mortgage Loan is registered on the MERS® System and noting the presence of the MIN) as contemplated by the immediately preceding clause (iii); (e) the original or copies of each assumption, modification, written assurance or substitution agreement, if any; and (f) as an original, photocopy or in electronic form, the lender’s title insurance policy, together with all endorsements or riders issued with or subsequent to the issuance of such policy, insuring the priority of the Mortgage as a first or second lien on the Mortgaged Property represented therein as a fee interest vested in the Mortgagor, or in the event such title policy is unavailable, a written commitment or uniform binder or preliminary report of title issued by the title insurance or escrow company. The [Trustee][Custodian] has made no independent examination of any documents contained in each Mortgage File beyond the review specifically required in the above-referenced Pooling and Servicing Agreement. The [Trustee][Custodian] makes no representations as to: (i) the validity, legality, sufficiency, enforceability due authorization, recordability or genuineness of any of the documents contained in the Mortgage [Mortgage/Custodial] File of any of the Mortgage Loans identified on the Mortgage Loan Schedule, or (ii) the collectability, insurability, effectiveness effectiveness, perfection or priority, including the authority or capacity of any Person to execute or issue any documents in the Custodial File or suitability of any such Mortgage Loan. Capitalized terms used herein without definition shall have the meaning given to them in the Pooling and Servicing Agreement. [CITIBANK, N.A., as Trustee] [DEUTSCHE BANK NATIONAL TRUST COMPANYDeutsche Bank National Trust Company, as Custodian] By: ______________________________________ Name: ________________________________ Title: _________________________________ Citibank, N.A. 000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Re: Pooling and Servicing Agreement (the “Agreement”), dated as of April May 1, 2007 among WaMu Asset Acceptance Corp., Washington Mutual Bank, Citibank, N.A. and Christiana Bank & Trust Company, WaMu Asset-Backed Certificates, WaMu Series 2007-HE2 HE3 Trust Ladies and Gentlemen: The undersigned hereby certifies that the undersigned is the Residual NIM Holder and further certifies that the undersigned is not an Affiliate of Washington Mutual Bank, a federal savings association. Capitalized terms used in this certificate without definition have the meaning given to them in the Agreement.