Exhibit
      10.4

    Execution
      Version


    CUSTODY
      AGREEMENT

    


    This
      CUSTODY AGREEMENT (the "Agreement") dated as of July 1, 2007, by and among
      WELLS
      FARGO BANK, N. A., having an address at 24 Executive Park, Irvine, Suite 100,
      CA
      92614, Attention: Mortgage Document Custody, as Custodian (the "Custodian"),
      HSBC BANK USA, NATIONAL ASSOCIATION, as Trustee (the "Trustee"), SEQUOIA
      RESIDENTIAL FUNDING, INC., a Delaware corporation, having an address at One
      Belvedere Place, Suite 330, Mill Valley, CA 94941, Attention: John Isbrandtsen,
      as Depositor (the "Depositor") and RWT HOLDINGS, INC., a Delaware corporation,
      having an address at One Belvedere Place, Suite 310, Mill Valley, CA 94941,
      Attention: John Isbrandtsen, as Seller (the "Seller").

    


    WITNESSETH:

    


    WHEREAS,
      Mortgage Pass-Through Certificates (the “Certificates”) are to be issued (the
“Transaction”) pursuant to a Pooling and Servicing Agreement, dated as of July
      1, 2007 (the “Pooling and Servicing Agreement”) by and among the Trustee and
      Sequoia Residential Funding, Inc., as depositor, which Certificates will
      evidence interests in, among other things, certain residential mortgage loans
      (the "Residential Mortgage Loans") and cooperative mortgage loans (the
      "Cooperative Loans" and together, the Residential Mortgage Loans and the
      Cooperative Loans, the “Mortgage Loans”); and

    


    WHEREAS,
      the Depositor has agreed to deliver or cause to be delivered certain documents
      with respect to the Mortgage Loans subject to the Transaction to the Custodian,
      on behalf of the Trustee, and the Custodian has agreed to take and maintain
      possession of such documents in accordance with the terms and conditions
      hereof.

    


    NOW,
      THEREFORE, in consideration of the mutual undertakings herein expressed, the
      parties hereto agree as follows:

    


    1. All
      capitalized terms not otherwise defined herein have the respective meanings
      set
      forth in the Pooling and Servicing Agreement. The term “business day” as used
      herein shall have the same meaning as in the Pooling and Servicing Agreement
      except that any day on which banking institutions in the State of California
      or
      the State of Utah are authorized or obligated by law or executive order to
      be
      closed shall be added as an exclusion to the definition of “business
      day.”

    


    2. No
      later
      than three (3) business days before the Closing Date, or as otherwise mutually
      agreed by the Depositor and the Custodian, (x) the Depositor shall deliver,
      or
      cause to be delivered, to the Custodian and the Trustee, notice of the Closing
      Date and a schedule of Mortgage Loans subject to such Transaction (the "Mortgage
      Loan Schedule"), which Mortgage Loan Schedule shall identify each loan that
      is a
      Cooperative Loan and shall be delivered either in the form of a
      computer-readable tape or by means of electronic modem transmission, and (y)
      the
      Depositor shall deliver, or shall cause to be delivered, and shall release
      to
      the Custodian the following documents, as applicable, pertaining to each of
      the
      Mortgage Loans identified in the Mortgage Loan Schedule, which documents the
      Custodian shall hold for the sole benefit of the Trustee, its successors or
      assigns:

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    A. With
      respect to Mortgage Loans (other than Cooperative Loans):

    


    (i) the
      original note or other evidence of indebtedness (the "Mortgage Note") of the
      obligor thereon (each such obligor, a "Mortgagor") bearing all intervening
      endorsements, endorsed "Pay to the order of ______ without recourse" and signed
      in the name of the last endorsee (the "Last Endorsee") by an authorized officer
      (in the event that the Mortgage Loan was acquired by the Last Endorsee in a
      merger, the signature must be in the following form: "[Last Endorsee], successor
      by merger to [name of predecessor]"; in the event that the Mortgage Loan was
      acquired or originated by the Last Endorsee while doing business under another
      name, the signature must be in the following form: "[the Last Endorsee],
      formerly known as [previous name]"); provided that any such endorsement may
      be
      stamped or generated electronically, if acceptable under all applicable laws
      and
      regulations and the endorsing entity had adopted appropriate authorizing
      resolutions prior to such stamped or electronic endorsement;

     

    (ii) except
      as
      to ________ (the “Wells Fargo Loans”), the original mortgage, deed of trust or
      other instrument (the "Mortgage") creating a first lien on the underlying
      property securing the Mortgage Loan (the "Mortgaged Property") and bearing
      evidence that such instrument has been recorded in the appropriate jurisdiction
      where the Mortgaged Property is located (or, in lieu of the original of the
      Mortgage, a true copy certified by the originator, or a duplicate or conformed
      copy of the Mortgage, together with a certificate of either the closing attorney
      or an officer of the title insurer that issued the related title insurance
      policy, certifying that such copy represents a true and correct copy of the
      original and that such original has been or is currently submitted to be
      recorded in the appropriate governmental recording office of the jurisdiction
      where the Mortgaged Property is located); and if the Mortgage Loan is a MERS
      Designated Mortgage Loan, no mortgage, deed of trust or other such instrument
      shall be required for any Mortgage Loan but rather the Depositor shall cause
      the
      Trustee to be recorded as the beneficial owner of the Mortgage Loan pursuant
      to
      the MERS rules for electronically tracking changes in ownership
      rights;

    


    (iii) an
      original assignment of the Mortgage (the “Assignment of Mortgage”), in blank, in
      form and substance acceptable for recording in the relevant jurisdiction and
      signed in the name of the Last Endorsee (in the event that the Mortgage Loan
      was
      acquired by the Last Endorsee in a merger, the signature must be in the
      following form: "[the Last Endorsee], successor by merger to [name of
      predecessor"]; in the event that the Mortgage Loan was acquired or originated
      while doing business and under another name, the signature must be in the
      following form: "[the Last Endorsee], formerly known as [previous name]");
      and
      if the Mortgage Loan is a MERS Designated Mortgage Loan, no Assignment of
      Mortgage shall be required;

    


    (iv) the
      originals or certified copies of all intervening assignments of the Mortgage,
      if
      any, with evidence of recording thereon, showing a complete chain of title
      to
      the Last Endorsee, including any warehousing assignment;

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    


    (v) any
      assumption, modification, written assurance, substitution, consolidation,
      extension or guaranty agreement, if applicable;

    


    (vi) the
      original policy of title insurance (or a true copy thereof) with respect to
      any
      Mortgage Loan, or, if such policy has not yet been delivered by the insurer,
      the
      title commitment or title binder to issue same; and

    


    (vii) if
      the
      Mortgage Note or Mortgage or any other material document or instrument relating
      to the Mortgage Loan has been signed by a person on behalf of the Mortgagor,
      the
      original power of attorney or other instrument that authorized and empowered
      such person to sign bearing evidence that such instrument has been recorded,
      if
      so required, in the appropriate jurisdiction where the Mortgaged Property is
      located (or, in lieu thereof, a duplicate or conformed copy of such instrument,
      together with a certificate of receipt from the recording office, certifying
      that such copy represents a true and complete copy of the original and that
      such
      original has been or is currently submitted to be recorded in the appropriate
      governmental recording office of the jurisdiction where the Mortgaged Property
      is located).

    


    B. With
      respect to Cooperative Loans (other than Cooperative Loans in
      California):

    


    (i) the
      original note or other evidence of indebtedness (the "Mortgage Note") of the
      obligor thereon (each such obligor, a "Mortgagor") bearing all intervening
      endorsements, endorsed "Pay to the order of ______ without recourse" and signed
      in the name of the last endorsee (the "Last Endorsee") by an authorized officer
      (in the event that the Mortgage Loan was acquired by the Last Endorsee in a
      merger, the signature must be in the following form: "[Last Endorsee], successor
      by merger to [name of predecessor]"; in the event that the Mortgage Loan was
      acquired or originated by the Last Endorsee while doing business under another
      name, the signature must be in the following form: "[the Last Endorsee],
      formerly known as [previous name]"); provided
      that any such endorsement may be stamped or generated electronically, if
      acceptable under all applicable laws and regulations and the endorsing entity
      had adopted appropriate authorizing resolutions prior to such stamped or
      electronic endorsement;

    


    (ii) the
      original loan and security agreement;

    


    (iii) the
      original cooperative shares;

    


    (iv) a
      stock
      power executed in blank by the person in whose name the cooperative shares
      are
      issued;

    


    (v) the
      proprietary lease or occupancy agreement accompanied by an assignment in blank
      of such proprietary lease;

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    


    (vi) the
      recognition agreement executed by the cooperative corporation, which requires
      the cooperative corporation to recognize the rights of the lender and its
      successors in interest and assigns, under the Cooperative Loan;

    


    (vii) UCC-1
      financing statements with recording information thereon from the appropriate
      governmental recording offices if necessary to perfect the security interest
      of
      the Cooperative Loan under the Uniform Commercial Code in the jurisdiction
      in
      which the cooperative project is located, accompanied by UCC-3 financing
      statements executed in blank for recordation of the change in the secured party
      thereunder; and

    


    (viii) any
      guarantees, if applicable.

    


    C. With
      respect to Cooperative Loans in the state of California:

    


    (i) the
      original note or other evidence of indebtedness (the "Mortgage Note") of the
      obligor thereon (each such obligor, a "Mortgagor") bearing all intervening
      endorsements, endorsed "Pay to the order of ______ without recourse" and signed
      in the name of the last endorsee (the "Last Endorsee") by an authorized officer
      (in the event that the Mortgage Loan was acquired by the Last Endorsee in a
      merger, the signature must be in the following form: "[Last Endorsee], successor
      by merger to [name of predecessor]"; in the event that the Mortgage Loan was
      acquired or originated by the Last Endorsee while doing business under another
      name, the signature must be in the following form: "[the Last Endorsee],
      formerly known as [previous name]"); provided
      that any such endorsement may be stamped or generated electronically, if
      acceptable under all applicable laws and regulations and the endorsing entity
      had adopted appropriate authorizing resolutions prior to such stamped or
      electronic endorsement;

    


    (ii) the
      original security agreement;

    


    (iii) the
      original cooperative shares;

    


    (iv) a
      stock
      power executed in blank by the person in whose name the cooperative shares
      are
      issued;

    


    (v) the
      proprietary lease or occupancy agreement accompanied by an assignment in blank
      of such proprietary lease;

    


    (vi) the
      recognition agreement executed by the cooperative corporation, which requires
      the cooperative corporation to recognize the rights of the lender and its
      successors in interest and assigns, under the Cooperative Loan;

     

    
      
        
        

      

      
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    (vii) the
      original executed leasehold deed of trust for the related mortgaged property
      with evidence of recording thereon or, if such leasehold deed of trust has
      been
      submitted for recording but has not been returned from the applicable public
      recording office, has been lost or is not otherwise available, a copy of such
      leasehold deed of trust certified to be a true and complete copy of the original
      submitted for recording;

     

    (viii) an
      original assignment of leasehold deed of trust, in form and substance acceptable
      for recording, assigned to blank; and, if any, the original recorded intervening
      assignments of leasehold deed of trust showing a complete chain of
      assignments;

     

    (ix) the
      original policy of title insurance or with respect to any Mortgage Loan, if
      such
      policy has not yet been delivered by the insurer, the title commitment or title
      binder to issue same; and

    


    (x) any
      guarantees, if applicable.

    


    In
      the
      event the Depositor cannot deliver or cause to be delivered any of the foregoing
      documents so required at the time of the Closing Date, other than items 2A(i),
      2B(i) and 2C(i), the Depositor shall deliver or cause to be delivered such
      documents to the Custodian as promptly as possible upon receipt thereof, but
      in
      no event later than the 270th
      day
      after the Closing Date. From time to time, the Servicer shall forward to the
      Custodian additional original documents evidencing an assumption or modification
      of a Mortgage Loan approved by the Servicer and shall provide the Trustee with
      notice of delivery of such documents. All documents held by the Custodian as
      to
      each Mortgage Loan pursuant to this Paragraph 2 are referred to herein as the
      "Custodian's Mortgage File".

    


    3. The
      Trustee hereby appoints the Custodian as the custodian of the Trustee and any
      successor to or assignee of the Trustee, and the Custodian hereby accepts and
      agrees to act as custodian for the Trustee and any successor to or assignee
      of
      the Trustee in accordance with the terms and conditions of this Custody
      Agreement. With respect to each Custodian's Mortgage File delivered to the
      Custodian, the Custodian is solely and exclusively the custodian for the Trustee
      or its successor or assignee for all purposes (including, but not limited to,
      the perfection of the security interest of the Trustee in such Mortgage Loans).
      The Custodian shall hold in its possession in California or Utah, all
      Custodian's Mortgage Files received by it from the Depositor from time to time
      for the sole and exclusive use and benefit of the Trustee and the Trustee's
      successors and assignees as provided herein, all present and future
      Certificateholders, except as otherwise expressly provided herein, shall make
      disposition thereof only in accordance with the written instructions of the
      Trustee or the Servicer as agent for the Trustee. The Custodian shall segregate
      and maintain continuous custody of all documents constituting the Custodian's
      Mortgage Files received by it in secure and fire resistant facilities, all
      in
      accordance with customary standards for such custody.

    


    4. A. When
      the
      Custodian has received from the Depositor possession of each Custodian's
      Mortgage File for the Transaction, the Custodian shall verify that:

    


    (a) all
      documents described in Paragraphs 2(A)(i)-(iii), (vi) and (vii), 2(B) and 2(C)
      required to be delivered to it pursuant to this Custody Agreement are in the
      Custodian's possession;

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    


    (b) such
      documents have been reviewed by the Custodian and appear regular on their face
      and relate to the Mortgage Loans;

    


    (c) based
      only on the Custodian's examination of the foregoing documents:

     

    (i) the
      information set forth on the Mortgage Loan Schedule with respect to each
      Mortgage Loan accurately reflects the information contained in the documents
      contained in each Custodian's Mortgage File as to (A) the name of the respective
      Mortgagor, (B) the address of the respective Mortgaged Property, (C) the
      original principal amount of the related Mortgage Note, and (D) the original
      interest rate borne by the Mortgage Loan;

    


    (ii) the
      Mortgage Note and the Mortgage or the loan and security agreement, as
      applicable, each bears an original signature or signatures purporting to be
      the
      signature or signatures of the person or persons named as the maker and
      mortgagor or grantor or, in the case of copies of the Mortgage permitted under
      Paragraph 2(a)(ii), that such copies bear a reproduction of such signature
      or
      signatures; and

    


    (iii) the
      original principal amount of the indebtedness secured by the Mortgage is
      identical to the original principal amount of the Mortgage Note;
      and

    


    (d) each
      Mortgage Note has been endorsed as noted in Paragraph 2(A)(i), 2(B)(i) and
      2(C)(i) herein and each Assignment of Mortgage has been completed as noted
      in
      Paragraph 2(A)(iii) herein.

    


    In
      making
      such verification, the Custodian may rely conclusively on the Mortgage Loan
      Schedule and the documents constituting the Custodian's Mortgage File, and
      the
      Custodian shall have no obligation to independently verify the validity,
      enforceability, sufficiency or genuineness of any document in any Custodian's
      Mortgage File or any Mortgage Loan hereunder, nor the collectibility,
      insurability, effectiveness or suitability of any Mortgage Loan hereunder.
      Upon
      completing such verification, the Custodian shall advise the Trustee of its
      receipt of all such Custodian's Mortgage Files and shall forward to the Trustee
      on the Closing Date an initial trust receipt in the form annexed hereto as
      Exhibit One-A (the "Initial Trust Receipt") with respect to the Mortgage Loans
      (other than any Mortgage Loan paid in full or any Mortgage Loan specifically
      identified on the Schedule of Exceptions attached to the Trust Receipt as
      Schedule B (the “Schedule of Exceptions”) as not covered by such Trust Receipt)
      listed on the Mortgage Loan Schedule. If the Custodian determines from such
      verification that any discrepancy or deficiency exists with respect to a
      Custodian's Mortgage File, the Custodian shall note such discrepancy on the
      Schedule of Exceptions attached to the Trust Receipt, and, upon the request
      of
      the Depositor or the Trustee, the Custodian shall deliver a copy (which shall
      be
      electronic, if requested) of the Schedule of Exceptions to the Depositor within
      one (1) business day after Depositor's request therefor. During the life of
      the
      Mortgage Loans (while subject to this Custody Agreement), in the event the
      Custodian discovers any defect with respect to the Custodian's Mortgage File,
      the Custodian shall give written specification of such defect to the Depositor,
      and the Trustee. Except as specifically provided above, the Custodian shall
      be
      under no duty to review, inspect or examine such documents to determine that
      any
      of them are enforceable or appropriate for their prescribed
      purpose.

     

    
      
        
        

      

      
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    B. Within
      30
      days after the Closing Date, the Depositor shall complete or cause to be
      completed the Assignments of Mortgage in the name of “HSBC Bank USA, National
      Association, as Trustee, for Sequoia Mortgage Trust 2007-3 Mortgage Pass-Through
      Certificates” (or shall prepare or cause to be prepared new forms of Assignment
      of Mortgage so completed in the name of the Trustee) for each Mortgaged Property
      located in a state, if any, not covered by the opinion of counsel referred
      to in
      Section 2.01 of the Pooling and Servicing Agreement. The Custodian shall release
      such completed Assignments of Mortgage to the Depositor or its designee for
      recording and the Depositor shall cause such recorded Assignments of Mortgage
      (or, in lieu of the original recorded Assignment of Mortgage, a duplicate or
      conformed copy of the Assignment of Mortgage, together with a certificate of
      receipt from the recording office, certifying that such copy represents a true
      and correct copy of the original and that such original has been or is currently
      submitted to be recorded in the appropriate governmental recording office of
      the
      jurisdiction where the Mortgages Property is located) to be returned to the
      Custodian within 270 days after the Closing Date, and added to the Custodian’s
      Mortgage Files. Notwithstanding any other provision herein, the Custodian shall
      not have any responsibility for completing any endorsement on any Mortgage
      Note
      or completing or recording any Assignment of Mortgage, unless the Custodian's
      services and expenses in connection with any such endorsement of Mortgage Note
      or completion or recordation of Assignment of Mortgage are fully reimbursed
      and
      the Custodian has otherwise agreed to complete such endorsement of Mortgage
      Note
      or complete and record such Assignment of Mortgage. On the 270th
      day
      after the Closing Date (or the first business day thereafter) the Custodian
      shall deliver a Final Trust Receipt in the form annexed hereby as Exhibit One-B
      (the “Final Trust Receipt”) to the Trustee, against receipt of the Initial Trust
      Receipt from the Trustee for cancellation. The term “Trust Receipt” shall refer
      to the Initial Trust Receipt until exchanged for the Final Trust Receipt and
      thereafter to the Final Trust Receipt.

    


    5. Each
      Trust Receipt, upon initial issuance or reissuance upon transfer, shall be
      dated
      the date of issuance thereof and shall evidence the receipt and possession
      of
      the Custodian's Mortgage File by the Custodian on behalf of the Trustee and
      the
      Trustee's right to possess the Custodian's Mortgage File with respect to which
      that Trust Receipt is issued. Prior to due surrender of a Trust Receipt pursuant
      to Paragraph 6, the Custodian shall treat the Trustee as the individual person
      or entity entitled to possession of the Custodian's Mortgage File evidenced
      by
      such Trust Receipt for all purposes whatsoever, subject to the terms of this
      Custody Agreement, and the Custodian shall not be affected by notice of any
      facts to the contrary. No Trust Receipt shall be valid for any purpose unless
      substantially in the form set forth in Exhibit One-A or One-B to this Custody
      Agreement and executed by manual signature of an authorized officer of the
      Custodian, and such signature upon any Trust Receipt shall be conclusive
      evidence, and the only evidence, that such Trust Receipt has been duly delivered
      under this Custody Agreement. Trust Receipts bearing the manual signatures
      of
      individuals who were, at the time when such signatures were affixed, authorized
      to sign on behalf of the Custodian shall bind the Custodian, notwithstanding
      that such individuals or any of them have ceased to be so authorized prior
      to
      the delivery of those Trust Receipts. Each Trust Receipt shall have attached
      as
      Schedule A thereto a schedule, in the format of the Mortgage Loan Schedule,
      identifying the Mortgage Loans for which the Trust Receipt is issued. The
      Custodian shall keep a register in which the Custodian shall provide for the
      registration of transfers of Trust Receipts as herein provided and in which
      it
      shall record the name and address of the person to whom each Trust Receipt
      is
      issued. In the event that the Trust Receipt is lost, stolen, mutilated or
      destroyed, the Custodian shall issue a new Trust Receipt to the registered
      holder of such lost, stolen, mutilated or destroyed Trust Receipt upon receiving
      a reasonably satisfactory commitment from such holder to indemnify the Custodian
      and hold the Custodian harmless in respect of the issuance of such new Trust
      Receipt.

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

    


    6. Upon
      receipt of written directions from the Trustee at any time, and upon the prior
      tender by the Trustee of the applicable Trust Receipt, the Custodian shall
      deliver all or any portion of the Custodian's Mortgage Files held by it to
      the
      Trustee, or to such other party as the Trustee may direct, and to the place
      indicated in any such written direction from the Trustee and shall deliver
      to
      the Trustee a new Trust Receipt with respect to the Custodian's Mortgage Files
      retained by the Custodian. Upon receipt by the Custodian of written notification
      from the Trustee that the Trustee has sold all or a portion of the Mortgage
      Loans, which notification shall state the name and address of the purchaser
      and
      the date of sale and shall be accompanied by the original Trust Receipt or
      Trust
      Receipts for such Mortgage Loans delivered to the Trustee, the Custodian shall
      change its records to reflect that such purchaser is the owner of such Mortgage
      Loans and the related Custodian's Mortgage Files and shall immediately, upon
      the
      direction of the Trustee, either deliver the applicable Custodian's Mortgage
      Files to such purchaser or issue a Trust Receipt in the name of such purchaser.
      The Custodian shall then deliver to the Trustee a new Trust Receipt reflecting
      all Mortgage Loans evidenced by the surrendered Trust Receipts with respect
      to
      which the Custodian still holds the related Custodian's Mortgage Files on behalf
      of the Trustee. The Custodian shall execute and deliver such instruments of
      transfer or assignment, prepared by the purchaser or the Trustee, in each case
      without recourse, as shall be necessary to vest in the purchaser, the Trustee's
      interest in any Mortgage Loan released thereto. The Trustee shall deliver to
      the
      Depositor a copy of any written requests made pursuant to this Paragraph 6.
      Every Trust Receipt presented or surrendered for transfer shall be duly endorsed
      by the holder thereof, or be accompanied by a written instrument of transfer,
      duly executed by the holder thereof and such holder's prospective transferee.
      No
      service charge against the presenter of a Trust Receipt shall be made for any
      registration or transfer of any Trust Receipt, but the Custodian may require
      payment of a sum sufficient to cover any tax or governmental charge that may
      be
      imposed in connection with any transfer of any Trust Receipt, which shall be
      paid by the Depositor or the transferee. Each Trust Receipt surrendered for
      registration of transfer shall be canceled by the Custodian. Any purchaser
      of a
      Mortgage Loan shall succeed to all the rights and obligations of the Trustee
      under this Custody Agreement with respect to such Mortgage Loan and the related
      Custodian's Mortgage File. Any purchaser of all of the Mortgage Loans remaining
      subject to this Custody Agreement shall assume the Depositor’s obligation for
      the payment of the Custodian's fees and expenses as described in this Custody
      Agreement.

     

    
      
        
        

      

      
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    7. On
      or
      before March 1st of each calendar year, beginning with March 1, 2008, the
      Custodian shall, at its own expense, cause a firm of independent public
      accountants (who may also render other services to Custodian), which is a member
      of the American Institute of Certified Public Accountants, to furnish to the
      Seller, the Depositor, the Securities Administrator and Master Servicer (i)
      year-end audited (if available) financial statements of the Custodian and (ii)
      a
      report to the effect that such firm that attests to, and reports on, the
      assessment made by such asserting party pursuant to Section 8 below, which
      report shall be made in accordance with standards for attestation engagements
      issued or adopted by the Public Company Accounting Oversight Board.

     

    8. On
      or
      prior to the Closing Date, the Custodian shall deliver to the Seller, the Master
      Servicer, the Securities Administrator and the Depositor a certification in
      the
      form of Exhibit Seven attached hereto regarding the items it will address in
      its
      assessment of compliance with the servicing criteria under this Section 8.
      On or
      before March 1st of each calendar year, beginning with March 1, 2008, the
      Custodian shall deliver to the Seller, the Master Servicer, the Securities
      Administrator and the Depositor a report regarding its assessment of compliance
      with the servicing criteria identified in Exhibit Seven attached hereto, as
      of
      and for the period ending the end of the fiscal year ending no later than
      December 31 of the year prior to the year of delivery of the report, with
      respect to asset-backed security transactions taken as a whole in which the
      Custodian is performing any of the servicing criteria specified in Exhibit
      Seven
      and that are backed by the same asset type backing such asset-backed securities.
      Each such report shall include (a) a statement of the party’s responsibility for
      assessing compliance with the servicing criteria applicable to such party,
      (b) a
      statement that such party used the criteria identified in Item 1122(d) of
      Regulation AB (17 C.F.R. §§229.1100-229.1123, as such may be amended from time
      to time, and subject to such clarification and interpretation as have been
      provided by the Commission in the adopting release (Asset-Backed Securities,
      Securities Act Release No. 33-8518, 70 Fed. Reg. 1,506, 1,531 (Jan. 7, 2005))
      or
      by the staff of the Commission, or as may be provided by the Commission or
      its
      staff from time to time, “Regulation AB”) (§ 229.1122(d)) to assess compliance
      with the applicable servicing criteria, (c) disclosure of any material instance
      of noncompliance identified by such party, and (d) a statement that a registered
      public accounting firm has issued an attestation report on such party’s
      assessment of compliance with the applicable servicing criteria, which report
      shall be delivered by the Custodian as provided in this Section 8.

     

    9. The
      Custodian has not and shall not engage any subcontractor which is “participating
      in the servicing function” within the meaning of Item 1122 of Regulation
      AB.

    


    10. In
      the
      event that any specific Mortgage Loan document is required by the Servicer
      either (a) because such Mortgage Loan has been paid in full and is to be
      released by the Servicer to the maker of the respective Mortgage Note, or (b)
      to
      facilitate enforcement and collection procedures with respect to any Mortgage
      Note, the Servicer shall prepare a certificate in the form of Exhibit Two hereto
      ("Request for Release of Documents") and deliver such certificate to the
      Custodian with a copy to the Trustee. Notwithstanding anything to the contrary
      herein, following receipt by the Custodian of written notice from the Trustee
      that the Trustee’s prior authorization shall thereafter be required for release,
      the Custodian shall not release to the Servicer any Custodian's Mortgage File
      without the prior written authorization of the Trustee. Any Trust Receipt issued
      while any Custodian's Mortgage File is outstanding with the Servicer shall
      reflect that the Custodian holds such Custodian's Mortgage File as custodian
      for
      the Trustee pursuant to this Custody Agreement, but the Schedule of Exceptions
      shall specify that the Custodian has released such Custodian's Mortgage File
      to
      the Servicer pursuant to this paragraph. All Custodian's Mortgage Files so
      released to the Servicer shall be held by it in trust for the benefit of the
      Trustee in accordance with the Pooling and Servicing Agreement. In the case
      of
      documents released pursuant to clause (b) above, the Servicer shall return
      to
      the Custodian the Custodian's Mortgage File when the Servicer's need therefor
      in
      connection with such enforcement or collection procedures no longer exists,
      unless the Mortgage Loan shall be liquidated, in which case, upon receipt of
      a
      certification to this effect from the Servicer to the Custodian in the form
      annexed hereto as Exhibit Two, the Custodian shall thereupon reflect any such
      liquidation on the list of Mortgage Loans maintained by it pursuant to Paragraph
      13 of this Custody Agreement.

     

    
      
        
        

      

      
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    11. It
      is
      understood that the Custodian will charge the Seller and the Seller agrees
      to
      pay, all of the Custodian’s fees and expenses for its services under this
      Custody Agreement. 

    


    12. The
      Trustee, with or without cause, may (i) subject to Section 4(B), require the
      Custodian to complete the endorsements on the Mortgage Notes, and/or (ii) upon
      sixty (60) days written notice, remove and discharge the Custodian, or any
      successor Custodian thereafter appointed, from the performance of its duties
      under this Custody Agreement by written notice from the Trustee to the Custodian
      or the successor Custodian, with a copy of such notice to the Depositor. Having
      given notice of such removal, the Trustee shall promptly appoint by written
      instrument a successor Custodian to act on behalf of the Trustee, which
      successor may be the Trustee or an affiliate of the Trustee. One original
      counterpart of such instrument shall be delivered to the Trustee, one copy
      shall
      be delivered to the Depositor and one copy shall be delivered to the successor
      Custodian. In the event of any such removal, upon surrender of all outstanding
      Trust Receipts and the payment of all compensation and reimbursement of all
      expenses due to the Custodian, the Custodian shall promptly transfer to the
      successor Custodian, as directed by the Trustee, all of the Custodian's Mortgage
      Files being administered under this Custody Agreement. In the event of any
      such
      removal and discharge of the Custodian and appointment of a successor Custodian,
      unless such removal and discharge shall be for a material breach of this Custody
      Agreement, the Depositor shall not be responsible for any fees of the successor
      Custodian in excess of the fees formerly paid to the Custodian in respect of
      the
      Transaction. In the event of any removal and discharge of the Custodian and
      appointment of a successor Custodian without cause, the Seller shall be
      responsible for any fees of the successor Custodian in excess of the fees
      formerly paid to the Custodian in respect of the Transaction.

    


    13. The
      Custodian may terminate its obligations under this Custody Agreement upon at
      least sixty (60) days written notice to the Depositor, and the Trustee. In
      the
      event of such termination, the Depositor shall appoint a successor Custodian,
      subject to approval by the Trustee, whose consent shall not be unreasonably
      withheld. If the Depositor is unable to appoint a successor Custodian within
      a
      reasonable period of time, the Trustee shall appoint a successor Custodian.
      The
      payment of such successor Custodian's fees and expenses shall be the sole
      responsibility of the Depositor. Upon such appointment and upon surrender of
      all
      outstanding Trust Receipts and the payment of all compensation and reimbursement
      of all expenses due to the Custodian, the Custodian shall promptly transfer
      to
      the successor Custodian, as directed, all Custodian's Mortgage Files being
      administered under this Custody Agreement. The Custodian's obligations hereunder
      shall not in any event be terminated until the Custodian's Mortgage Files have
      been delivered to the successor Custodian or to the Trustee. If no successor
      Custodian has been appointed within sixty (60) days after the delivery of the
      above-referenced written notice by the Custodian to the Depositor and the
      Trustee, the Custodian may petition a court of competent jurisdiction to appoint
      a successor Custodian.

     

    
      
        
        

      

      
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    14. Upon
      reasonable prior written notice to the Custodian (which, in any event, shall
      be
      at least three (3) business days'), the Trustee and Certificateholders which
      are
      savings and loan associations, banks or insurance companies, the Office of
      Thrift Supervision, the FDIC and the Supervisory Agents and examiners of the
      Office of Thrift Supervision and the FDIC or examiners of any other federal
      or
      state banking or insurance regulatory authority and their respective agents,
      accountants, attorneys and auditors will be permitted during normal business
      hours to examine the Custodian's Mortgage Files at the Custodian's
      offices.

    


    15. The
      Custodian shall, at its own expense, maintain at all times during the existence
      of this Custody Agreement and keep in full force and effect (a) fidelity
      insurance, (b) theft of documents insurance, and (c) forgery insurance. All
      such
      insurance shall be in amounts, with standard coverage and subject to
      deductibles, as are customary for insurance typically maintained by banks that
      act as custodian in similar transactions. A certificate of the respective
      insurer as to each such policy shall be furnished to the Trustee, upon request.
      All Custodian’s Mortgage Files shall be maintained in a fire-resistant
      facility.

    


    16. Upon
      the
      request of the Trustee or the Depositor, the Custodian shall, not later than
      one
      (1) business day after receipt of such request, provide to the Trustee, as
      the
      case may be, a list of all the Mortgage Loans for which Custodian holds a
      Custodian's Mortgage File pursuant to this Custody Agreement and a list of
      documents missing from each Custodian's Mortgage File. Such list may be in
      the
      form of a copy of the Mortgage Loan Schedule with manual deletions to
      specifically denote any Mortgage Loans paid off, liquidated or repurchased
      since
      the date of this Custody Agreement.

    


    17. Upon
      the
      request of the Trustee and at the cost and expense of the Seller, the Custodian
      shall provide the Trustee with copies of the Mortgage Notes, Mortgages,
      Assignments of Mortgage and other documents contained in the Custodian's
      Mortgage File relating to one or more of the Mortgage Loans.

    


    18. By
      execution of this Custody Agreement, the Custodian warrants that it does not
      currently hold, and during the existence of this Custody Agreement shall not
      hold, any adverse interest, by way of security or otherwise, in any Mortgage
      Loan, and hereby waives and releases any such interest that it may have in
      any
      Mortgage Loan as of the date hereof. Notwithstanding any other provisions of
      this Custody Agreement and without limiting the generality of the foregoing,
      the
      Custodian shall not at any time exercise or seek to enforce any claim, right
      or
      remedy, including any statutory or common law rights of set-off, if any, that
      the Custodian may otherwise have against all or any part of a Custodian's
      Mortgage File, Mortgage Loan or proceeds of either. The Custodian further
      represents and warrants to, and covenants that:

     

    
      
        
        

      

      
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    (a) The
      Custodian is (i) a national banking association duly organized, validly existing
      and in good standing under the laws of the United States and (ii) duly qualified
      and in good standing and in possession of all requisite authority, power,
      licenses, permits and franchises in order to execute, deliver and comply with
      its obligations under the terms of this Custody Agreement. Nothing in this
      Agreement shall be deemed to impose on the Custodian any duty to qualify to
      do
      business in any jurisdiction, other
      than
      (i) any
      jurisdiction where any Mortgage Loan is or may be held by the Custodian from
      time to time hereunder, and (ii) any jurisdiction where its ownership of
      property or conduct of business requires such qualification and where failure
      to
      qualify could have a material adverse effect on the Custodian or its property
      or
      business or on the ability of the Custodian to perform it duties
      hereunder;

    


    (b) The
      execution, delivery and performance of this Custody Agreement have been duly
      authorized by all necessary corporate action and the execution and delivery
      of
      this Custody Agreement by the Custodian in the manner contemplated herein and
      the performance of and compliance with the terms hereof by it will not (i)
      violate, contravene or create a default under any applicable laws, licenses
      or
      permits to the best of its knowledge, or (ii) violate, contravene or create
      a
      default under any charter document or bylaw of the Custodian or, to the best
      of
      the Custodian's knowledge, any contract, agreement or instrument to which the
      Custodian or by which any of its property may be bound and will not result
      in
      the creation of any lien, security interest or other charge or encumbrance
      upon
      or with respect to any of its property;

    


    (c) The
      execution and delivery of this Custody Agreement by the Custodian and the
      performance of and compliance with its obligations and covenants hereunder
      do
      not require the consent or approval of any governmental authority, or, if such
      consent or approval is required, it has been obtained; and

    


    (d) This
      Custody Agreement, and each Trust Receipt issued hereunder, when executed and
      delivered by the Custodian will constitute valid, legal and binding obligations
      of the Custodian, enforceable against the Custodian in accordance with their
      respective terms, except (i) as the enforcement thereof may be limited by
      applicable debtor relief laws and (ii) that certain equitable remedies may
      not
      be available regardless of whether enforcement is sought in equity or at
      law.

    


    (e) Unless
      the Custodian notifies the Trustee and the Depositor in writing not less than
      thirty (30) days prior to any transfer of the Custodian's Mortgage Files, such
      files will be held by the Custodian, in the Custodian’s sole discretion, in the
      State of California or the State of Utah.

    


    19. All
      demands, notices and communications hereunder shall be in writing and shall
      be
      deemed to have been duly given when delivered to the other party at the address
      shown on the first page hereof, or such other address as may hereafter be
      furnished to the other party by like notice. 

     

    
      
        
        

      

      
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    20. Each
      authorized representative (an "Authorized Representative") of the Trustee is
      authorized to give and receive notices, requests and instructions and to deliver
      certificates and documents in connection with this Custody Agreement on behalf
      of the Trustee and the specimen signature for each such Authorized
      Representative of the Trustee initially authorized hereunder is set forth on
      Exhibit Three hereof. From time to time, the Trustee shall deliver to the
      Custodian a revised Exhibit Three, reflecting changes in the information
      previously given, but the Custodian shall be entitled to rely conclusively
      on
      the last Exhibit Three received until receipt of a superseding Exhibit Three.
      Each Authorized Representative of the Depositor is authorized to give and
      receive notices, requests and instructions and to deliver certificates and
      documents in connection with this Custody Agreement on behalf of the Depositor
      and the specimen signature for each such Authorized Representative of the
      Depositor initially authorized hereunder is set forth on Exhibit Four hereof.
      From time to time, the Seller shall deliver to the Custodian a revised Exhibit
      Four, reflecting changes in the information previously given, but the Custodian
      shall be entitled to rely conclusively on the last Exhibit Four received until
      receipt of a superseding Exhibit Four. Each Authorized Representative of the
      Seller is authorized to give and receive notices, requests and instructions
      and
      to deliver certificates and documents in connection with this Custody Agreement
      on behalf of the Seller and the specimen signature for each such Authorized
      Representative of the Seller initially authorized hereunder is set forth on
      Exhibit Five hereof. From time to time, the Seller shall deliver to the
      Custodian a revised Exhibit Five, reflecting changes in the information
      previously given, but the Custodian shall be entitled to rely conclusively
      on
      the last Exhibit Five received until receipt of a superseding Exhibit Five.
      Each
      Authorized Representative of the Servicer, Bank of America, National Association
      ("Bank of America"), is authorized to give and receive notices, requests and
      instructions and to deliver certificates and documents in connection with this
      Custody Agreement on behalf of Bank of America and the specimen signature for
      each such Authorized Representative of Bank of America initially authorized
      hereunder is set forth on Exhibit F-2. From time to time, Bank of America shall
      deliver to the Custodian a revised Exhibit F-2, reflecting changes in the
      information previously given, but the Custodian shall be entitled to rely
      conclusively on the last Exhibit F-2 received until receipt of a superseding
      Exhibit F-2. Each Authorized Representative of the Servicer, GreenPoint Mortgage
      Funding, Inc. ("GreenPoint”), is authorized to give and receive notices,
      requests and instructions and to deliver certificates and documents in
      connection with this Custody Agreement on behalf of GreenPoint and the specimen
      signature for each such Authorized Representative of GreenPoint initially
      authorized hereunder is set forth on Exhibit Six-GreenPoint. From time to time,
      GreenPoint shall deliver to the Custodian a revised Exhibit Six-GreenPoint,
      reflecting changes in the information previously given, but the Custodian shall
      be entitled to rely conclusively on the last Exhibit Six-GreenPoint received
      until receipt of a superseding Exhibit Six-GreenPoint. Each Authorized
      Representative of the Servicer, EverHome Mortgage Company (“EverHome”), is
      authorized to give and receive notices, requests and instructions and to deliver
      certificates and documents in connection with this Custody Agreement on behalf
      of EverHome and the specimen signature for each such Authorized Representative
      of EverHome initially authorized hereunder is set forth on Exhibit Six-EverHome.
      From time to time, EverHome shall deliver to the Custodian a revised Exhibit
      Six-EverHome, reflecting changes in the information previously given, but the
      Custodian shall be entitled to rely conclusively on the last Exhibit
      Six-EverHome received until receipt of a superseding Exhibit Six-EverHome.
      Each
      Authorized Representative of the Servicer, First Republic Bank (“First
      Republic”), is authorized to give and receive notices, requests and instructions
      and to deliver certificates and documents in connection with this Custody
      Agreement on behalf of First Republic and the specimen signature for each such
      Authorized Representative of First Republic initially authorized hereunder
      is
      set forth on Exhibit Six-First Republic. From time to time, First Republic
      shall
      deliver to the Custodian a revised Exhibit Six-First Republic, reflecting
      changes in the information previously given, but the Custodian shall be entitled
      to rely conclusively on the last Exhibit Six-First Republic received until
      receipt of a superseding Exhibit Six-First Republic. Each Authorized
      Representative of the Servicer, GMAC Mortgage, LLC (successor in interest to
      GMAC Mortgage Corporation) (“GMAC”), is authorized to give and receive notices,
      requests and instructions and to deliver certificates and documents in
      connection with this Custody Agreement on behalf of GMAC and the specimen
      signature for each such Authorized Representative of GMAC initially authorized
      hereunder is set forth on Exhibit Six-GMAC. From time to time, GMAC shall
      deliver to the Custodian a revised Exhibit Six-GMAC, reflecting changes in
      the
      information previously given, but the Custodian shall be entitled to rely
      conclusively on the last Exhibit Six-GMAC received until receipt of a
      superseding Exhibit Six-GMAC. Each Authorized Representative of the Servicer,
      PHH Mortgage Corporation (“PHH”), is authorized to give and receive notices,
      requests and instructions and to deliver certificates and documents in
      connection with this Custody Agreement on behalf of PHH and the specimen
      signature for each such Authorized Representative of PHH initially authorized
      hereunder is set forth on Exhibit Six-PHH. From time to time, PHH shall deliver
      to the Custodian a revised Exhibit Six-PHH, reflecting changes in the
      information previously given, but the Custodian shall be entitled to rely
      conclusively on the last Exhibit Six-PHH received until receipt of a superseding
      Exhibit Six-PHH. Each Authorized Representative of the Servicer, Morgan Stanley
      Credit Corporation (“Morgan Stanley”), is authorized to give and receive
      notices, requests and instructions and to deliver certificates and documents
      in
      connection with this Custody Agreement on behalf of Morgan Stanley and the
      specimen signature for each such Authorized Representative of Morgan Stanley
      initially authorized hereunder is set forth on Exhibit Six-Morgan Stanley.
      From
      time to time, Morgan Stanley shall deliver to the Custodian a revised Exhibit
      Six-Morgan Stanley, reflecting changes in the information previously given,
      but
      the Custodian shall be entitled to rely conclusively on the last Exhibit
      Six-Morgan Stanley received until receipt of a superseding Exhibit Six-Morgan
      Stanley. Each Authorized Representative of the Servicer, Wells Fargo Bank,
      N.A.
      (“Wells Fargo”), is authorized to give and receive notices, requests and
      instructions and to deliver certificates and documents in connection with this
      Custody Agreement on behalf of Wells Fargo and the specimen signature for each
      such Authorized Representative of Wells Fargo initially authorized hereunder
      is
      set forth on Exhibit Six-Wells Fargo. From time to time, Wells Fargo shall
      deliver to the Custodian a revised Exhibit Six-Wells Fargo, reflecting changes
      in the information previously given, but the Custodian shall be entitled to
      rely
      conclusively on the last Exhibit Six-Wells Fargo received until receipt of
      a
      superseding Exhibit Six-Wells Fargo. Each Authorized Representative of the
      Servicer, ABN AMRO Mortgage Group, Inc. (“ABN AMRO”), is authorized to give and
      receive notices, requests and instructions and to deliver certificates and
      documents in connection with this Custody Agreement on behalf of ABN AMRO and
      the specimen signature for each such Authorized Representative of ABN AMRO
      initially authorized hereunder is set forth on Exhibit Six-ABN AMRO. From time
      to time, ABN AMRO shall deliver to the Custodian a revised Exhibit Six-ABN
      AMRO,
      reflecting changes in the information previously given, but the Custodian shall
      be entitled to rely conclusively on the last Exhibit Six-ABN AMRO received
      until
      receipt of a superseding Exhibit Six-ABN AMRO.

     

    
      
        
        

      

      
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    21. (a) The
      Seller shall indemnify, defend, and hold the Custodian and its directors,
      officers, agents and employees harmless against any and all liabilities,
      obligations, losses, damages, penalties, actions, judgments, suits, costs,
      expenses, attorney fees or disbursements of any kind or nature whatsoever that
      may be imposed on, incurred by, or asserted against it or them hereunder or
      under the Pooling and Servicing Agreement or with respect to any Mortgage Loan,
      except for any of the foregoing incurred in connection with, or arising out
      of,
      the Custodian's willful misfeasance, bad faith or negligence in the performance
      of its duties hereunder or by reason of its reckless disregard for its
      obligations and duties hereunder. The indemnification provided in this Section
      21(a) shall survive the termination of this Custody Agreement and the
      resignation or removal of the Custodian hereunder.

     

    
      
        
        

      

      
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    (b) The
      Seller shall indemnify, defend, and hold harmless the Trustee and each of its
      directors, officers, employees and agents from and against any and all losses,
      liabilities, obligations, damages, penalties, actions, judgments, suits, claims,
      costs, expenses (including attorneys’ fees and related expenses), disbursements
      or any and all other costs and expenses of any kind or nature whatsoever that
      may be incurred in connection with, or arising out of, the selection of Wells
      Fargo Bank, N. A. to act as Custodian thereunder. This indemnification provided
      in this Section 21(b) shall survive the termination of this Custody Agreement
      and the resignation or removal of the Custodian hereunder.

    


    (c) The
      Custodian shall indemnify and hold harmless the Seller and the Trustee and
      each
      of their directors, officers, employees and agents from and against any and
      all
      loses, liabilities, obligations, damages, penalties, actions, judgments, suits,
      claims, costs, expenses (including attorneys' fees and related expenses),
      disbursements or any and all other costs and expenses of any kind or nature
      whatsoever that may be incurred in connection with, or arising out of, the
      Custodian's willful misfeasance, bad faith or negligence in the performance
      of
      its duties hereunder or by reason of its reckless disregard for its obligations
      and duties hereunder. In no event shall the Custodian or its directors,
      officers, agents or employees be held liable for any special, indirect or
      consequential damages resulting from any action taken or omitted to be taken
      by
      it or any of them hereunder or in connection herewith even if advised of the
      possibility of such damages. This indemnification provided in this Section
      21(c)
      shall survive the termination of this Custody Agreement and the resignation
      or
      removal of the Custodian hereunder.

    


    22. The
      duties and obligations of the Custodian shall be determined solely by the
      express provisions of this Custody Agreement. The Custodian shall not be liable
      except for the performance of such duties and obligations as are specifically
      set forth in this Custody Agreement or as set forth in a written amendment
      to
      this Custody Agreement executed by the parties hereto or their successors or
      assigns. The Custodian shall not assign, transfer, pledge or grant a security
      interest in any of its rights, benefits or privileges hereunder, nor shall
      the
      Custodian delegate or appoint any other person or entity to perform or carry
      out
      any of its duties, responsibilities or obligations under this Custody Agreement,
      without the prior written consent of the Seller. No representations, warranties,
      covenants (other than those expressly made by the Custodian in this Custody
      Agreement) or obligations of the Custodian shall be implied with respect to
      this
      Custody Agreement or the Custodian's services hereunder. Without limiting the
      generality of the foregoing, the Custodian:

    


    (a) shall
      have no duties or obligations other than those specifically set forth herein
      or
      as may subsequently be agreed in writing by the parties hereto and shall use
      the
      same degree of care and skill as is reasonably expected of financial
      institutions acting in comparable capacities;

     

    
      
        
        

      

      
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    (b) will
      be
      regarded as making no representations and having no responsibilities (except
      as
      expressly set forth herein) as to the validity, sufficiency, value, genuineness,
      ownership or transferability of any Mortgage Loans, and will not be required
      to
      and will not make any representations (except as expressly set forth herein)
      as
      to the validity, value or genuineness of Mortgage Loans;

    


    (c) shall
      not
      be obligated to take any legal action hereunder that might in its judgment
      involve any expense or liability, unless it has been furnished with an indemnity
      reasonably acceptable to it;

    


    (d) may
      rely
      on and shall be protected in acting upon any certificate, instrument, opinion,
      notice, letter, telegram or other document, or any security, delivered to it
      and
      believed by it to be genuine and to have been signed by the proper party or
      parties;

    


    (e) may
      rely
      on and shall be protected in acting upon the written instructions of the
      Depositor and such employees and representatives of the Depositor as the
      Depositor may hereinafter designate in writing;

    


    (f) may
      consult counsel satisfactory to it (including counsel for the Depositor or
      the
      Trustee) and the advice or opinion of such counsel shall be full and complete
      authorization and protection in respect of any action taken, suffered, or
      omitted by it hereunder in good faith and in furtherance of its duties
      hereunder, in accordance with the advice or opinion of such
      counsel;

    


    (g) shall
      not
      be liable for any error of judgment, or for any act done or step taken or
      omitted by it, in good faith, or for any mistake of fact or law, or for anything
      that it may do or refrain from doing in connection therewith, except in the
      case
      of the Custodian's own negligent performance or omission;

    


    (h) may
      execute any of the trusts or powers hereunder or perform any duties hereunder
      either directly or through agents or attorneys, provided, however, that the
      execution of such trusts or powers by any such agents or attorneys shall not
      diminish, or relieve the Custodian for, responsibility therefor to the same
      degree as if the Custodian itself had executed such trusts or
      powers;

    


    (i) shall
      have no duty to ascertain whether or not any cash amount or payment has been
      received by the Trustee, the Seller or any third person; and

    


    (j) shall
      not
      be responsible for preparing or filing any reports or returns relating to
      federal, state or local income taxes with respect to this Agreement, other
      than
      for the Custodian’s compensation or for reimbursement of expenses

     

    
      
        
        

      

      
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    23. For
      the
      purpose of facilitating the execution of this Custody Agreement and for other
      purposes, this Custody Agreement may be executed simultaneously in any number
      of
      counterparts, each of which shall be deemed to be an original, and together
      shall constitute and be one and the same instrument.

    


    24. The
      Trustee shall have the right, without the consent of any party, to assign,
      in
      whole or in part, its interests under this Custody Agreement in all of the
      Mortgage Loans subject to the Transaction, and designate any person to exercise
      any rights of the Trustee, hereunder, and the assignee or designee shall accede
      to the rights and obligations hereunder of the Trustee with respect to such
      Mortgage Loans. All references to the Trustee shall be deemed to include its
      assignee or designee. In connection with any such assignment, the Custodian
      may
      require that arrangements reasonably satisfactory to it be made for the exchange
      of previously executed and outstanding Trust Receipts for a Trust Receipt
      representing such assignment.

    


    
      
        
        

      

      
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    25. This
      Custody Agreement shall terminate upon the earlier of (a) the repurchase of
      all
      of the Mortgage Loans pursuant to the Pooling and Servicing Agreement, which
      repurchase shall be evidenced by a notice from the Trustee to the Custodian
      stating that beneficial ownership of the Mortgage Loans has been transferred
      to
      the Depositor or other purchaser, or (b) the final maturity date of the
      Certificates as evidenced by a notice from the Trustee to the Custodian, a
      copy
      of which notice shall be simultaneously delivered to the Depositor, and delivery
      of the Custodian's Mortgage Files pursuant to the Trustee's
      instructions.

    


    26. Neither
      the failure nor any delay on the part of any party hereto to exercise any right,
      remedy, power or privilege under this Custody Agreement shall operate as a
      waiver thereof, nor shall any single or partial exercise of any right, remedy,
      power or privilege preclude any other or further exercise of the same or any
      other right, remedy, power or privilege, nor shall any waiver of any right,
      remedy, power or privilege with respect to any occurrence be construed as a
      waiver of such right, remedy, power or privilege with respect to any other
      occurrence. No waiver shall be effective unless it is in writing and is signed
      by the party or parties purportedly granting such waiver.

    


    27. The
      provisions of this Custody Agreement are independent of and severable from
      each
      other, and no provision shall be affected or rendered invalid or unenforceable
      by virtue of the fact that for any reason any other provision or provisions
      may
      be invalid or unenforceable in whole or in part.

    


    28. This
      Custody Agreement constitutes the entire agreement and understanding of the
      parties with respect to the matters and transactions contemplated by this
      Custody Agreement and supersedes any prior agreement and understandings with
      respect to those matters and transactions.

    


    29. This
      Custody Agreement shall be construed in accordance with the laws of the State
      of
      New York and the obligations, rights and remedies of the parties hereunder
      shall
      be determined in accordance with such laws.

    


    30. This
      Custody Agreement and all documents relating thereto, including, without
      limitation, (a) consents, waivers and modifications that may hereafter be
      executed, (b) documents received by any party at the closing for the
      Transaction, and (c) financial statements, certificates and other information
      previously or hereafter furnished, may be reproduced by any photographic,
      photostatic, microfilm, micro-card, miniature photographic or other similar
      process. Any such reproduction shall be admissible in evidence as the original
      itself in any judicial or administrative proceeding, whether or not the original
      is in existence and whether or not such reproduction was made by a party in
      the
      regular course of business, and that any enlargement, facsimile or further
      reproduction of such reproduction shall likewise be admissible in
      evidence.

    


    31. The
      Depositor shall deliver to the Custodian written instructions as to the method
      of shipment and shipper(s) the Custodian is directed to utilize in connection
      with transmission of the Custodian's Mortgage Files in the performance of the
      Custodian's duties hereunder prior to any shipment of the Custodian's Mortgage
      Files. The Depositor will arrange for the provision of such services at its
      sole
      cost and expense (or, at the Custodian's option, reimburse the Custodian for
      all
      costs and expenses incurred by the Custodian consistent with such instructions)
      and will maintain such insurance against loss or damage to the Custodian's
      Mortgage Files as the Depositor deems appropriate.

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

    


    32. The
      exhibits to this Custody Agreement are hereby incorporated and made a part
      hereof and are an integral part of this Custody Agreement.

    


    33. For
      purposes of this Custody Agreement, except as otherwise expressly provided
      or
      unless the context otherwise requires:

    


    (a) the
      terms
      defined in this Custody Agreement have the meanings assigned to them in this
      Custody Agreement and the Pooling and Servicing Agreement and include the plural
      as well as the singular, and the use of any gender herein shall be deemed to
      include the other gender;

    


    (b) accounting
      terms not otherwise defined herein have the meanings assigned to them in
      accordance with generally accepted accounting principles;

    


    (c) references
      herein to "Articles", "Sections", "Subsections", "Paragraphs", and other
      subdivisions without reference to a document are to designated Articles,
      Sections, Subsections, Paragraphs and other subdivisions of this Custody
      Agreement;

    


    (d) a
      reference to a Subsection without further reference to a Section is a reference
      to such Subsection as contained in the same Section in which the reference
      appears, and this rule shall also apply to Paragraphs and other
      subdivisions;

    


    (e) the
      words
      "herein", "hereof", "hereunder" and other words of similar import refer to
      this
      Custody Agreement as a whole and not to any particular provision;
      and

    


    (f) the
      term
      "include" or "including" shall mean without limitation by reason of
      enumeration.

    


    34. Notwithstanding
      anything in this Custody Agreement to the contrary, the Custodian, in its
      capacity as custodian hereunder, shall not, prior to the date which is one
      year
      and one day after the termination of this Custody Agreement with respect to
      the
      Depositor or the Trustee, acquiesce, petition or otherwise invoke or cause
      the
      Depositor or the Trustee (or any assignee) to invoke the process of the court
      or
      governmental authority for the purpose of commencing or sustaining a case
      against the Depositor or the Trustee under any federal or state bankruptcy,
      insolvency or similar law, or appointing a receiver, liquidator, assignee,
      trustee, custodian, sequestrator or other similar official of the Depositor
      or
      the Trustee or any substantial part of its property or ordering the winding
      up
      or liquidation of the affairs of the Depositor or the Trustee.

     

    [Signature
      Page to Follow]

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the Depositor, the Seller, the Trustee and the Custodian have
      caused their names to be signed hereto by their respective officers thereunto
      duly authorized, all as of the date first written above.

     

    
      	 	 	 
	 	
              SEQUOIA RESIDENTIAL FUNDING, INC.

              as Depositor

            
	 
 	 
 	 
 
	
            	By:  	/s/
              John
              H. Isbrandtsen
	 	
              
Name:
              John H. Isbrandtsen
	 	Title:
              Vice President


    

    
       

      
        	 	 	 
	 	
                RWT HOLDINGS, INC.,

                as Seller

              
	 
 	 
 	 
 
	
              	By:  	/s/
                John
                H. Isbrandtsen
	 	
                
Name:
                John H. Isbrandtsen
	 	Title:
                Vice President


      

    

    
      
         

        
          	 	 	 
	 	
                  
                    HSBC
                      BANK USA, NATIONAL ASSOCIATION,
as
                    Trustee

                
	 
 	 
 	 
 
	
                	By:  	/s/
                  Elena Zheng
	 	
                  
Name:
                  Elena Zheng
	 	Title:
                  Assistant Vice President


        

      

      
        
          
             

            
              	 	 	 
	 	
                      
                        WELLS
                          FARGO BANK,

                        NATIONAL
                          ASSOCIATION, as Custodian

                      

                    
	 
 	 
 	 
 
	
                    	By:  	/s/
                      Graham M. Oglesby
	 	
                      
Name:
                      Graham M. Oglesby
	 	
                      Title:
                        Vice President

                    


            

          

           

        

      

    

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      ONE-A

    


    INITIAL
      TRUST RECEIPT

    


    SEQUOIA
      MORTGAGE TRUST 2007-3

    


    July
      __,
      2007

    


    
      	To:	
              HSBC
                Bank USA, National Association, as Trustee


            


    

    under
      a
      Pooling and Servicing Agreement, dated as of July 1, 2007, relating to
 

    Sequoia
      Mortgage Trust 2007-3

    


    Reference
      is made to the Custody Agreement among Sequoia Residential Funding, Inc. (the
      "Depositor"), RWT Holdings, Inc. (the "Seller"), Wells Fargo Bank, N. A., as
      Custodian (the "Custodian"), and HSBC Bank USA, National Association, as Trustee
      (the "Trustee"), dated as of July 1, 2007 (the "Custody Agreement"), pursuant
      to
      which the Depositor has delivered to the Custodian, with respect to each
      Mortgage Loan set forth on Schedule A hereto (the "Mortgage Loan Schedule"),
      the
      documents set forth in Section 2 of the Custody Agreement.

    


    With
      respect to each Mortgage Loan listed on the Mortgage Loan Schedule and except
      as
      otherwise noted on the Schedule of Exceptions set forth on Schedule B hereto,
      the Custodian confirms that (1) the Custodian has received all of the documents
      required to be delivered to the Custodian pursuant to Paragraph 2(A)(i)-(iii),
      (vi) and (vii), 2(B) and 2(C) of the Custody Agreement, (2) the Custodian has
      reviewed each Custodian's Mortgage File in accordance with Section 4A of the
      Custody Agreement, and the documents contained in each Custodian's Mortgage
      File
      conform to the requirements set forth in Section 4A of the Custody Agreement,
      and (3) the Custodian has physical possession of the documents in each
      Custodian's Mortgage File and will continue to hold each Custodian's Mortgage
      File as bailee of and agent for, and for the sole and exclusive use and benefit
      of, the Trustee, until the Trustee directs the Custodian to the contrary in
      accordance with the Custody Agreement. The Custodian has not independently
      verified the validity, enforceability, sufficiency or genuineness of any
      document in any Custodian’s Mortgage File or any related Mortgage Loan, nor the
      collectibility, insurability, effectiveness or suitability of any related
      Mortgage Loan.

    


    All
      terms
      used herein and not otherwise defined herein shall have the respective meaning
      ascribed to such term in the Custody Agreement.

     

    
      	 	 	
              WELLS
                FARGO BANK,

              N.
                A., as Custodian

            
	 	 	 	
               

               

            
	 	 	By:	 
	
            	 	 	
              

            
	 	 	Name:	 
	 	 	 	
              
 
	 	 	Title:	 
	 	 	 	
              

            



      
        
          
          

        

        
          
          

          
            

          

        

         

      

    

     

    SCHEDULE
      A

     

    MORTGAGE
      LOAN SCHEDULE

     

    
      
        
        

      

      
        
        

        
          

        

      

       

    


    SCHEDULE
      B

    


    SCHEDULE
      OF EXCEPTIONS


    
      
        
        

      

      
        
        

        
          

        

      

       

    


    EXHIBIT
      ONE-B

    


    FINAL
      TRUST RECEIPT

    


    [Date],
      2007

    


    
      	To:	
              HSBC
                BANK USA, NATIONAL ASSOCIATION, 

            


    

    as
      Trustee under a Pooling and Servicing Agreement, dated as of July 1, 2007,
      relating to Sequoia Mortgage Trust 2007-3

     

    Reference
      is made to the Custody Agreement among Sequoia Residential Funding, Inc. (the
      "Depositor"), RWT Holdings, Inc. (the "Seller"), Wells Fargo Bank, N. A., as
      custodian (the "Custodian") and HSBC Bank USA, National Association, as Trustee,
      dated as of July
      1,
      2007
      (the
      "Custody Agreement"), pursuant to which the Depositor has delivered to the
      Custodian, with respect to each Mortgage Loan set forth on Schedule A hereto
      (the "Mortgage Loan Schedule"), the documents set forth in Section 2 of the
      Custody Agreement.

    


    With
      respect to each Mortgage Loan listed on the Mortgage Loan Schedule and except
      as
      otherwise noted on the Schedule of Exceptions set forth on Schedule B hereto,
      the Custodian confirms that (1) the Custodian has received all of the documents
      required to be delivered to the Custodian pursuant to Paragraph 2(A)(i)-(iii),
      (vi) and (vii), 2(B) and 2(C) of the Custody Agreement, (2) the Custodian has
      reviewed each Custodian's Mortgage File in accordance with Section 4A and 4B
      of
      the Custody Agreement, and the documents contained in each Custodian's Mortgage
      File conform to the requirements set forth in Section 4A and 4B of the Custody
      Agreement, and (3) the Custodian has physical possession of the documents in
      each Custodian's Mortgage File and will continue to hold each Custodian's
      Mortgage File as bailee of and agent for, and for the sole and exclusive use
      and
      benefit of, the Trustee, until the Trustee directs the Custodian to the contrary
      in accordance with the Custody Agreement. The Custodian has not independently
      verified the validity, enforceability, sufficiency or genuineness of any
      document in any Custodian’s Mortgage File or any related Mortgage Loan, nor the
      collectibility, insurability, effectiveness or suitability of any related
      Mortgage Loan.

    


    All
      terms
      used herein and not otherwise defined herein shall have the respective meaning
      ascribed to such term in the Custody Agreement.

    
       

      
        	 	 	
                WELLS
                  FARGO BANK,

                N.
                  A., as Custodian

              
	 	 	 	
                 

                 

              
	 	 	By:	 
	
              	 	 	
                

              
	 	 	Name:	 
	 	 	 	
                
 
	 	 	Title:	 
	 	 	 	
                

              


      

    


    
      
        
        

      

      
        
        

        
          

        

      

       

    


    SCHEDULE
      A

    


    MORTGAGE
      LOAN SCHEDULE


    
      
        
        

      

      
        
        

        
          

        

      

       

    


    SCHEDULE
      B

    


    SCHEDULE
      OF EXCEPTIONS

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      TWO


    REQUEST
      FOR RELEASE OF DOCUMENTS

     

    
      	To:	
              WELLS
                FARGO BANK, N. A., as Custodian

            


    

    24
      Executive Park, Suite 100

    Irvine,
      CA 92614

    Attn:
      Mortgage Document Custody

    


    
      	 	
              Re:

            	
              Custody
                Agreement (the "Agreement"), dated as of July
                1, 2007,
                among Sequoia Residential Funding, Inc., as Depositor, RWT Holdings,
                Inc.,
                as Seller, Wells Fargo Bank, N. A., as Custodian, and HSBC Bank USA,
                National Association, as Trustee

            


    

    


    In
      connection with the administration of the Mortgage Loans held by you as
      Custodian for the Trustee pursuant to the Agreement, we request the release,
      and
      hereby acknowledge receipt, of the Custodian's Mortgage File for the Mortgage
      Loan described below, for the reason indicated.

    


    Mortgage
      Loan Number:
       

    


    Mortgagor
      Name, Address & Zip Code:

    Reason
      for Requesting Documents (check one)

    


    ___ 1. Mortgage
      Paid in Full

    


    ___ 2. Foreclosure

    


    ___ 3. Substitution

    


    ___ 4. Other
      Liquidation (Repurchases, etc.) 

    


    ___ 5. Nonliquidation   

     

    
      	 	 	
              Reason:

              
                

              

            


    

    


    Address
      to which Custodian should

    Deliver
      the Custodian's Mortgage File:  

    
      
        
          	 	__________________________________________ 
	 	__________________________________________ 
	 	__________________________________________
	 	 	 	 
	 	 	 	 
	 	 	By:	 
	
                	 	 	
                  
                    

                  

                  (authorized
                    signer)

                   

                
	 	 	Issuer:
	 
	 	 	 	
                  
 
	 	 	Address	 
	 	 	 	
                  
 
	 	 	Date:	 
	 	 	 	
                  

                


        

      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Custodian

    


    Wells
      Fargo Bank, N.A.

    


    Please
      acknowledge the execution of the above request by your signature and date
      below:

     

    
      	
              
                
Signature

            	 	
              
                

              

              Date

            


    

     

    Custodian's
      Mortgage File returned to Custodian:

     

    
      
        	
                
                  

                

                Custodian 

              	 	
                
                  

                

                Date

              


      

      

        
          
            
            

          

          
            
            

            
              

            

          

           

        

      

       

    

    EXHIBIT
      THREE

    


    AUTHORIZED
      OFFICERS OF THE TRUSTEE

    


    
      	
              Name

            	 	
              Specimen
                Signature

            
	__________________________________	 	
              ___________________________________

            
	 	 	 
	__________________________________	 	
              ___________________________________

            
	 	 	 
	__________________________________	 	
              ___________________________________

            
	 	 	 


    


    
      
        
        

      

      
        
        

        
          

        

      

       

    


    EXHIBIT
      FOUR

    


    AUTHORIZED
      OFFICERS OF THE DEPOSITOR

    
      


      
        	
                Name

              	 	
                Specimen
                  Signature

              
	__________________________________	 	
                ___________________________________

              
	 	 	 
	__________________________________	 	
                ___________________________________

              
	 	 	 
	__________________________________	 	
                ___________________________________

              
	 	 	 


      

    


    
      
        
        

      

      
        
        

        
          

        

      

       

    


    EXHIBIT
      FIVE

    


    AUTHORIZED
      OFFICERS OF THE SELLER

    RWT
      HOLDINGS, INC.

    
      


      
        	
                Name

              	 	
                Specimen
                  Signature

              
	__________________________________	 	
                ___________________________________

              
	 	 	 
	__________________________________	 	
                ___________________________________

              
	 	 	 
	__________________________________	 	
                ___________________________________

              
	 	 	 


      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

       

    


    EXHIBIT
      F-2

    


    AUTHORIZED
      OFFICERS OF THE SERVICER

    BANK
      OF AMERICA 

    Please
      see attached

     

    
      
        	
                Name

              	 	
                Specimen
                  Signature

              
	__________________________________	 	
                ___________________________________

              
	 	 	 
	__________________________________	 	
                ___________________________________

              
	 	 	 
	__________________________________	 	
                ___________________________________

              
	 	 	 


      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

       

    


    EXHIBIT
      SIX-GREENPOINT

    


    AUTHORIZED
      OFFICERS OF THE SERVICER 

    
      


      
        	
                Name

              	 	
                Specimen
                  Signature

              
	__________________________________	 	
                ___________________________________

              
	 	 	 
	__________________________________	 	
                ___________________________________

              
	 	 	 
	__________________________________	 	
                ___________________________________

              
	 	 	 


      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

       

    


    EXHIBIT
      SIX-EVERHOME

    


    AUTHORIZED
      OFFICERS OF THE SERVICER 

     

    
      
        	
                Name

              	 	
                Specimen
                  Signature

              
	__________________________________	 	
                ___________________________________

              
	 	 	 
	__________________________________	 	
                ___________________________________

              
	 	 	 
	__________________________________	 	
                ___________________________________

              
	 	 	 


      

       

    

    
      
        
        

      

      
        
        

        
          

        

      

       

    


    EXHIBIT
      SIX-FIRST REPUBLIC BANK

    


    AUTHORIZED
      OFFICERS OF THE SERVICER 


    
      


      
        	
                Name

              	 	
                Specimen
                  Signature

              
	__________________________________	 	
                ___________________________________

              
	 	 	 
	__________________________________	 	
                ___________________________________

              
	 	 	 
	__________________________________	 	
                ___________________________________

              
	 	 	 


      

    


    
      
        
        

      

      
        
        

        
          

        

      

       

    


    EXHIBIT
      SIX-GMAC

    


    AUTHORIZED
      OFFICERS OF THE SERVICER 


    
      


      
        	
                Name

              	 	
                Specimen
                  Signature

              
	__________________________________	 	
                ___________________________________

              
	 	 	 
	__________________________________	 	
                ___________________________________

              
	 	 	 
	__________________________________	 	
                ___________________________________

              
	 	 	 


      


      
        
          
          

        

        
          
          

          
            

          

        

         

      

    

     

    EXHIBIT
      SIX-PHH MORTGAGE

    


    AUTHORIZED
      OFFICERS OF THE SERVICER 

    
      


      
        	
                Name

              	 	
                Specimen
                  Signature

              
	__________________________________	 	
                ___________________________________

              
	 	 	 
	__________________________________	 	
                ___________________________________

              
	 	 	 
	__________________________________	 	
                ___________________________________

              
	 	 	 


      


      
        
          
          

        

        
          
          

          
            

          

        

         

      

    

     

    EXHIBIT
      SIX-MORGAN STANLEY

    


    AUTHORIZED
      OFFICERS OF THE SERVICER 


    
      


      
        	
                Name

              	 	
                Specimen
                  Signature

              
	__________________________________	 	
                ___________________________________

              
	 	 	 
	__________________________________	 	
                ___________________________________

              
	 	 	 
	__________________________________	 	
                ___________________________________

              
	 	 	 


      

    


    
      
        
        

      

      
        
        

        
          

        

      

       

    


    EXHIBIT
      SIX-WELLS FARGO

    


    AUTHORIZED
      OFFICERS OF THE SERVICER 

     

    
      
        	
                Name

              	 	
                Specimen
                  Signature

              
	__________________________________	 	
                ___________________________________

              
	 	 	 
	__________________________________	 	
                ___________________________________

              
	 	 	 
	__________________________________	 	
                ___________________________________

              
	 	 	 


      

    


    
      
        
        

      

      
        
        

        
          

        

      

       

    


    EXHIBIT
      SIX-ABN AMRO

    


    AUTHORIZED
      OFFICERS OF THE SERVICER 

    Please
      see attached

    
      


      
        	
                Name

              	 	
                Specimen
                  Signature

              
	__________________________________	 	
                ___________________________________

              
	 	 	 
	__________________________________	 	
                ___________________________________

              
	 	 	 
	__________________________________	 	
                ___________________________________

              
	 	 	 


      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      SEVEN

    


    FORM
      OF
      CERTIFICATION REGARDING SERVICING CRITERIA TO BE

    ADDRESSED
      IN REPORT ON ASSESSMENT OF COMPLIANCE

    


    The
      assessment of compliance to be delivered by the Custodian shall address, at
      a
      minimum, the criteria identified as below as “Applicable Servicing
      Criteria”:

    


    
      	
              Servicing
                Criteria 

            	 	
              Applicable
                Servicing Criteria

            
	
              Reference

            	 	
              Criteria

            	 	
               

            
	 	 	 	 	 
	
               

            	 	
              General
                Servicing Considerations

            	 	
               

            
	 	 	 	 	 
	
              1122(d)(1)(i)

            	 	
              Policies
                and procedures are instituted to monitor any performance or other
                triggers
                and events of default in accordance with the transaction
                agreements.

            	 	 
	 	 	 	 	 
	
              1122(d)(1)(ii)

            	 	
              If
                any material servicing activities are outsourced to third parties,
                policies and procedures are instituted to monitor the third party’s
                performance and compliance with such servicing activities.

            	 	 
	 	 	 	 	 
	
              1122(d)(1)(iii)

            	 	
              Any
                requirements in the transaction agreements to maintain a back-up
                servicer
                for the mortgage loans are maintained.

            	 	 
	 	 	 	 	 
	
              1122(d)(1)(iv)

            	 	
              A
                fidelity bond and errors and omissions policy is in effect on the
                party
                participating in the servicing function throughout the reporting
                period in
                the amount of coverage required by and otherwise in accordance with
                the
                terms of the transaction agreements.

            	 	 
	 	 	 	 	 
	
               

            	 	
              Cash
                Collection and Administration

            	 	 
	 	 	 	 	 
	
              1122(d)(2)(i)

            	 	
              Payments
                on mortgage loans are deposited into the appropriate custodial bank
                accounts and related bank clearing accounts no more than two business
                days
                following receipt, or such other number of days specified in the
                transaction agreements.

            	 	 
	 	 	 	 	 
	
              1122(d)(2)(ii)

            	 	
              Disbursements
                made via wire transfer on behalf of an obligor or to an investor
                are made
                only by authorized personnel.

            	 	 
	 	 	 	 	 
	
              1122(d)(2)(iii)

            	 	
              Advances
                of funds or guarantees regarding collections, cash flows or distributions,
                and any interest or other fees charged for such advances, are made,
                reviewed and approved as specified in the transaction
                agreements.

            	 	 
	 	 	 	 	 
	
              1122(d)(2)(iv)

            	 	
              The
                related accounts for the transaction, such as cash reserve accounts
                or
                accounts established as a form of overcollateralization, are separately
                maintained (e.g., with respect to commingling of cash) as set forth
                in the
                transaction agreements.

            	 	 
	 	 	 	 	 
	
              1122(d)(2)(v)

            	 	
              Each
                custodial account is maintained at a federally insured depository
                institution as set forth in the transaction agreements. For purposes
                of
                this criterion, “federally insured depository institution” with respect to
                a foreign financial institution means a foreign financial institution
                that
                meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange
                Act.

            	 	 
	 	 	 	 	 
	
              1122(d)(2)(vi)

            	 	
              Unissued
                checks are safeguarded so as to prevent unauthorized
                access.

            	 	 
	 	 	 	 	 
	
              1122(d)(2)(vii)

            	 	
              Reconciliations
                are prepared on a monthly basis for all asset-backed securities related
                bank accounts, including custodial accounts and related bank clearing
                accounts. These reconciliations are (A) mathematically accurate;
                (B)
                prepared within 30 calendar days after the bank statement cutoff
                date, or
                such other number of days specified in the transaction agreements;
                (C)
                reviewed and approved by someone other than the person who prepared
                the
                reconciliation; and (D) contain explanations for reconciling items.
                These
                reconciling items are resolved within 90 calendar days of their original
                identification, or such other number of days specified in the transaction
                agreements.

            	 	 


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

      
        
          	
                  Servicing
                    Criteria 

                	 	
                  Applicable
                    Servicing Criteria

                
	
                  Reference

                	 	
                  Criteria

                	 


        

      

    

    
      	 	 	 	 	 
	
               

            	 	
              Investor
                Remittances and Reporting

            	 	 
	 	 	 	 	 
	
              1122(d)(3)(i)

            	 	
              Reports
                to investors, including those to be filed with the Commission, are
                maintained in accordance with the transaction agreements and applicable
                Commission requirements. Specifically, such reports (A) are prepared
                in
                accordance with timeframes and other terms set forth in the transaction
                agreements; (B) provide information calculated in accordance with
                the
                terms specified in the transaction agreements; (C) are filed with
                the
                Commission as required by its rules and regulations; and (D) agree
                with
                investors’ or the trustee’s records as to the total unpaid principal
                balance and number of mortgage loans serviced by the
                Servicer.

            	 	 
	 	 	 	 	 
	
              1122(d)(3)(ii)

            	 	
              Amounts
                due to investors are allocated and remitted in accordance with timeframes,
                distribution priority and other terms set forth in the transaction
                agreements.

            	 	 
	 	 	 	 	 
	
              1122(d)(3)(iii)

            	 	
              Disbursements
                made to an investor are posted within two business days to the Servicer’s
                investor records, or such other number of days specified in the
                transaction agreements.

            	 	 
	 	 	 	 	 
	
              1122(d)(3)(iv)

            	 	
              Amounts
                remitted to investors per the investor reports agree with cancelled
                checks, or other form of payment, or custodial bank
                statements.

            	 	 
	 	 	 	 	 
	
               

            	 	
              Pool
                Asset Administration

            	 	 
	 	 	 	 	 
	
              1122(d)(4)(i)

            	 	
              Collateral
                or security on mortgage loans is maintained as required by the transaction
                agreements or related mortgage loan documents.

            	 	
              X

            
	 	 	 	 	 
	
              1122(d)(4)(ii)

            	 	
              Mortgage
                loan and related documents are safeguarded as required by the transaction
                agreements

            	 	
              X

            
	 	 	 	 	 
	
              1122(d)(4)(iii)

            	 	
              Any
                additions, removals or substitutions to the asset pool are made,
                reviewed
                and approved in accordance with any conditions or requirements in
                the
                transaction agreements.

            	 	 
	 	 	 	 	 
	
              1122(d)(4)(iv)

            	 	
              Payments
                on mortgage loans, including any payoffs, made in accordance with
                the
                related mortgage loan documents are posted to the Servicer’s obligor
                records maintained no more than two business days after receipt,
                or such
                other number of days specified in the transaction agreements, and
                allocated to principal, interest or other items (e.g., escrow) in
                accordance with the related mortgage loan documents.

            	 	 
	 	 	 	 	 
	
              1122(d)(4)(v)

            	 	
              The
                Servicer’s records regarding the mortgage loans agree with the Servicer’s
                records with respect to an obligor’s unpaid principal
                balance.

            	 	 
	 	 	 	 	 
	
              1122(d)(4)(vi)

            	 	
              Changes
                with respect to the terms or status of an obligor's mortgage loans
                (e.g.,
                loan modifications or re-agings) are made, reviewed and approved
                by
                authorized personnel in accordance with the transaction agreements
                and
                related pool asset documents.

            	 	 
	 	 	 	 	 
	
              1122(d)(4)(vii)

            	 	
              Loss
                mitigation or recovery actions (e.g., forbearance plans, modifications
                and
                deeds in lieu of foreclosure, foreclosures and repossessions, as
                applicable) are initiated, conducted and concluded in accordance
                with the
                timeframes or other requirements established by the transaction
                agreements.

            	 	 
	 	 	 	 	 
	
              1122(d)(4)(viii)

            	 	
              Records
                documenting collection efforts are maintained during the period a
                mortgage
                loan is delinquent in accordance with the transaction agreements.
                Such
                records are maintained on at least a monthly basis, or such other
                period
                specified in the transaction agreements, and describe the entity’s
                activities in monitoring delinquent mortgage loans including, for
                example,
                phone calls, letters and payment rescheduling plans in cases where
                delinquency is deemed temporary (e.g., illness or
                unemployment).

            	 	 
	 	 	 	 	 
	
              1122(d)(4)(ix)

            	 	
              Adjustments
                to interest rates or rates of return for mortgage loans with variable
                rates are computed based on the related mortgage loan
                documents.

            	 	 


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

      
        
          	
                  Servicing
                    Criteria 

                	 	
                  Applicable
                    Servicing Criteria

                
	
                  Reference

                	 	
                  Criteria

                	 


        

      

    

    
      	 	 	 	 	 
	
              1122(d)(4)(x)

            	 	
              Regarding
                any funds held in trust for an obligor (such as escrow accounts):
                (A) such
                funds are analyzed, in accordance with the obligor’s mortgage loan
                documents, on at least an annual basis, or such other period specified
                in
                the transaction agreements; (B) interest on such funds is paid, or
                credited, to obligors in accordance with applicable mortgage loan
                documents and state laws; and (C) such funds are returned to the
                obligor
                within 30 calendar days of full repayment of the related mortgage
                loans,
                or such other number of days specified in the transaction
                agreements.

            	 	 
	 	 	 	 	 
	
              1122(d)(4)(xi)

            	 	
              Payments
                made on behalf of an obligor (such as tax or insurance payments)
                are made
                on or before the related penalty or expiration dates, as indicated
                on the
                appropriate bills or notices for such payments, provided that such
                support
                has been received by the servicer at least 30 calendar days prior
                to these
                dates, or such other number of days specified in the transaction
                agreements.

            	 	 
	 	 	 	 	 
	
              1122(d)(4)(xii)

            	 	
              Any
                late payment penalties in connection with any payment to be made
                on behalf
                of an obligor are paid from the servicer’s funds and not charged to the
                obligor, unless the late payment was due to the obligor’s error or
                omission.

            	 	 
	 	 	 	 	 
	
              1122(d)(4)(xiii)

            	 	
              Disbursements
                made on behalf of an obligor are posted within two business days
                to the
                obligor’s records maintained by the servicer, or such other number of days
                specified in the transaction agreements.

            	 	 
	 	 	 	 	 
	
              1122(d)(4)(xiv)

            	 	
              Delinquencies,
                charge-offs and uncollectible accounts are recognized and recorded
                in
                accordance with the transaction agreements.

            	 	 
	 	 	 	 	 
	
              1122(d)(4)(xv)

            	 	
              Any
                external enhancement or other support, identified in Item 1114(a)(1)
                through (3) or Item 1115 of Regulation AB, is maintained as set forth
                in
                the transaction agreements.

            	 	 


    

     

    
      	 	 	
              [NAME
                OF CUSTODIAN],

            
	 	 	 	
               

               

            
	 	 	Date:	
               

              
                
  

            
	 	 	 	
               

               

            
	
            	 	By:
              	 
	
            	 	 	
              

              Name:
                

            
	
            	 	 	Title: