CUSTODIAL AGREEMENT
THIS CUSTODIAL
AGREEMENT (as amended and
supplemented
from time to time, the
"Agreement"),
dated as of January 1, 2007, by and among U.S. BANK
NATIONAL
ASSOCIATION,
as
trustee
(including its successors under the Pooling
Agreement defined below, the "Trustee"),
RESIDENTIAL
FUNDING MORTGAGE
SECURITIES I, INC., as company
(together with any successor in
interest,
the "Company"),
RESIDENTIAL
FUNDING
COMPANY,
LLC, as master servicer
(together
with any
successor in interest or successor
under the Pooling
Agreement
referred to below,
the "Master
Servicer"),
and WELLS FARGO BANK, N.A.
(together with any successor in interest
or any successor appointed hereunder, the "Custodian").
W I T N E S S E T H
T H A T:
WHEREAS, the Company, the Master Servicer,
and the Trustee have entered into a
Series
Supplement,
dated as of
January
1,
2007,
to the
Standard
Terms of
Pooling
and
Servicing
Agreement,
dated as of November 1, 2006,
relating to the issuance of
Residential
Funding
Mortgage
Securities I, Inc.,
Mortgage
Pass-Through
Certificates,
Series 2007-SA1
(collectively,
as in effect on the date of this Agreement,
the "Original Pooling Agreement,"
and as amended and supplemented from time to time, the "Pooling
Agreement"); and
WHEREAS,
the
Custodian
has
agreed to act as agent for the
Trustee
for the
purposes of receiving and holding
certain
documents and other
instruments
delivered by the
Company
and the
Master
Servicer
under
the
Pooling
Agreement,
all
upon the
terms
and
conditions and subject to the limitations hereinafter set forth;
NOW,
THEREFORE,
in consideration of the premises and the mutual covenants and
agreements
hereinafter
set forth,
the
Trustee,
the Company,
the Master
Servicer and the
Custodian hereby agree as follows:
ARTICLE I
DEFINITIONS
Capitalized
terms used in this Agreement and not defined herein shall have the
meanings
assigned
in the
Original
Pooling
Agreement,
unless
otherwise
required
by the
context herein.
ARTICLE II
CUSTODY OF MORTGAGE DOCUMENTS
Section 2.1
Custodian to Act as Agent; Acceptance of Mortgage Files.
The Company and the
Master Servicer hereby direct the Trustee to appoint Wells Fargo
Bank, N.A., as Custodian
(the "Custodian"), as the duly appointed agent of the Trustee for
these purposes,
acknowledges receipt of the Mortgage Files relating to the Mortgage
Loans identified on the
schedule attached hereto (the "Mortgage Files") and declares that
it holds and will hold the
Mortgage Files as agent for the Trustee, in trust, for the use and
benefit of all present
and future Certificateholders.
Section 2.2
Recordation of Assignments.
If any Mortgage File includes one or
more
assignments of the related Mortgages to the Trustee that have not
been recorded, each
such assignment shall be delivered by the Custodian to the Company
for the purpose of
recording it in the appropriate public office for real property
records, and the Company, at
no expense to the Custodian, shall promptly cause to be recorded in
the appropriate public
office for real property records each such assignment and, upon
receipt thereof from such
public office, shall return each such assignment to the Custodian.
Section 2.3
Review of Mortgage Files.
(a)
On or prior to the Closing Date, the Custodian shall deliver to the
Trustee an
Initial Certification in the form annexed hereto as Exhibit One
evidencing receipt of a
Mortgage File for each Mortgage Loan listed on the Schedule
attached hereto (the "Mortgage
Loan Schedule").
The parties hereto acknowledge that certain documents referred to
in
Subsection 2.01(b)(i) of the Pooling Agreement may be missing on or
prior to the Closing
Date, and such missing documents shall be listed as a schedule to
Exhibit One.
(b)
Within 45 days after the Closing Date, the Custodian agrees, for
the benefit of
Certificateholders, to review each Mortgage File and to deliver to
the Trustee an Interim
Certification in the form annexed hereto as Exhibit Two to the
effect that all documents
required to be delivered pursuant to Section 2.01(b) of the Pooling
Agreement have been
executed and received and that such documents relate to the
Mortgage Loans identified on the
Mortgage Loan Schedule, except for any exceptions listed on
Schedule A attached to such
Interim Certification.
For purposes of such review, the Custodian shall compare the
following information in each Mortgage File to the corresponding
information in the Mortgage
Loan Schedule: (i) the loan number, (ii) the borrower name and
(iii) the original principal
balance.
In the event that any Mortgage Note or Assignment of Mortgage has
been delivered
to the Custodian by the Company in blank, the Custodian, upon the
direction of the Company,
shall cause each such Mortgage Note to be endorsed to the Trustee
and each such Assignment
of Mortgage to be completed in the name of the Trustee prior to the
date on which such
Interim Certification is delivered to the Trustee.
Within 45 days of receipt of the
documents required to be delivered pursuant to Section 2.01(b) of
the Pooling Agreement, the
Custodian agrees, for the benefit of the Certificateholders, to
review each such document,
and upon the written request of the Trustee to deliver to the
Trustee an updated Schedule A
to the Interim Certification.
The Custodian shall be under no duty or obligation to
inspect, review or examine said documents, instruments,
certificates or other papers to
determine that the same are genuine, enforceable, or appropriate
for the represented purpose
or that they have actually been recorded or that they are other
than what they purport to be
on their face, or that the MIN is accurate.
If in performing the review required by this
Section 2.3 the Custodian finds any document or documents
constituting a part of a Mortgage
File to be missing or defective in respect of the items reviewed as
described in this
Section 2.3(b), the Custodian shall promptly so notify the Company,
the Master Servicer and
the Trustee.
(c)
Upon receipt of all documents required to be in the Mortgage Files,
the Custodian
shall deliver to the Trustee a Final Certification in the form
annexed hereto as Exhibit
Three evidencing the completeness of the Mortgage Files.
Upon receipt of written
request
from the
Trustee,
the Company or the Master
Servicer,
the Custodian
shall as soon as
practicable
supply the Trustee with a list of all
of the documents
relating to the Mortgage Loans required to be delivered
pursuant to Section
2.01(b) of the Pooling Agreement not then contained in the Mortgage
Files.
Section 2.4
Notification of Breaches of Representations and Warranties.
If the Custodian
discovers, in the course of performing its custodial functions, a
breach of a representation
or warranty made by the Master Servicer or the Company as set forth
in the Pooling Agreement
with respect to a Mortgage Loan relating to a Mortgage File, the
Custodian shall give prompt
written notice to the Company, the Master Servicer and the Trustee.
Section 2.5
Custodian to Cooperate; Release of Mortgage Files.
Upon the repurchase or
substitution of any Mortgage Loan pursuant to Article II of the
Pooling Agreement or payment
in full of any Mortgage Loan, or the receipt by the Master Servicer
of a notification that
payment in full will be escrowed in a manner customary for such
purposes, the Master
Servicer shall immediately notify the Custodian by delivering to
the Custodian a Request for
Release (in the form of Exhibit Four attached hereto or a mutually
acceptable electronic
form) and shall request delivery to it of the Mortgage File.
The Custodian agrees, upon
receipt of such Request for Release, promptly to release to the
Master Servicer the related
Mortgage File.
Upon written notification of a substitution, the Master Servicer
shall
deliver to the Custodian and the Custodian agrees to accept the
Mortgage Note and other
documents constituting the Mortgage File with respect to any
Qualified Substitute Mortgage
Loan, upon receiving written notification from the Master Servicer
of such substitution.
Upon
receipt of a Request for Release
from the Master
Servicer,
signed by a
Servicing
Officer,
stating that (i) the Master
Servicer or a
Subservicer,
as the case may
be,
has made a deposit
into the
Certificate
Account
in payment
for the
purchase
of the
related
Mortgage
Loan in an amount equal to the
Purchase
Price for such
Mortgage
Loan or
(ii) the
Company
has chosen to
substitute
a Qualified
Substitute
Mortgage
Loan for such
Mortgage Loan, the Custodian shall release to the Master Servicer
the related Mortgage File.
From time to time as is appropriate
for the servicing or
foreclosures
of any
Mortgage Loan, including,
for this purpose,
collection under any Primary Insurance Policy or
any Mortgage
Pool
Insurance
Policy,
the Master
Servicer
shall deliver to the Custodian a
Request
for
Release
certifying
as to the
reason
for such
release.
Upon
receipt of the
foregoing,
the
Custodian
shall
deliver the
Mortgage
File or such
document to the Master
Servicer.
All
Mortgage
Files so
released
to the
Master
Servicer
shall be held by it in
trust for the Trustee
for the use and
benefit of all present and future
Certificateholders.
The Master
Servicer shall cause each Mortgage File or any document
therein so released to be
returned to the
Custodian
when the need
therefor by the Master
Servicer no longer
exists,
unless (i) the Mortgage Loan has been
liquidated
and the
Liquidation
Proceeds
relating to
the Mortgage Loan have been
deposited in the
Custodial
Account or (ii) the Mortgage File or
such
document
has been
delivered
to an
attorney,
or to a public
trustee or other public
official as required by law,
for
purposes of
initiating
or pursuing
legal action or other
proceedings
for
the
foreclosure
of
the
Mortgaged
Property
either
judicially
or
non-judicially,
and the Master
Servicer has
delivered to the
Custodian an updated
Request
for
Release
signed by a
Servicing
Officer
certifying
as to the name and
address
of the
Person
to which
such
Mortgage
File or such
document
was
delivered
and the
purpose
or
purposes of such
delivery.
Immediately
upon
receipt of any Mortgage
File
returned to the
Custodian by the Master Servicer,
the Custodian shall deliver a signed
acknowledgment to the
Master Servicer, confirming receipt of such Mortgage File.
Upon the request of the Master Servicer,
the Custodian will send to the Master
Servicer copies of any documents contained in the Mortgage File.
Section 2.6
Assumption Agreements.
In the event that any assumption agreement or
substitution of liability agreement is entered into with respect to
any Mortgage Loan
subject to this Agreement in accordance with the terms and
provisions of the Pooling
Agreement, the Master Servicer shall notify the Custodian that such
assumption or
substitution agreement has been completed by forwarding to the
Custodian the original of
such assumption or substitution agreement, which shall be added to
the related Mortgage File
and, for all purposes, shall be considered a part of such Mortgage
File to the same extent
as all other documents and instruments constituting parts thereof.
ARTICLE III
CONCERNING THE CUSTODIAN
Section 3.1
Custodian a Bailee and Agent of the Trustee.
With respect to each Mortgage
Note, Mortgage and other documents constituting each Mortgage File
which are delivered to
the Custodian, the Custodian is exclusively the bailee and agent of
the Trustee and has no
instructions to hold any Mortgage Note or Mortgage for the benefit
of any person other than
the Trustee, holds such documents for the benefit of the
Certificateholders and undertakes
to perform such duties and only such duties as are specifically set
forth in this
Agreement.
Except upon compliance with the provisions of Section 2.5 of this
Agreement, no
Mortgage Note, Mortgage or other document constituting a part of a
Mortgage File shall be
delivered by the Custodian to the Company or the Master Servicer or
otherwise released from
the possession of the Custodian.
The Master
Servicer shall promptly notify the Custodian in writing if it shall
no longer be a member of MERS,
or if it otherwise
shall no longer be capable of
registering
and
recording
Mortgage
Loans
using
MERS.
In
addition,
the
Master
Servicer
shall (i)
promptly
notify the Custodian in writing when a MERS
Mortgage
Loan is no longer
registered
with and recorded
under MERS and (ii)
concurrently
with any such
deregistration
of a MERS
Mortgage Loan,
prepare,
execute and record an original
assignment
from MERS to the Trustee
and deliver such assignment to the Custodian.
Section 3.2
Indemnification.
The Company hereby agrees to indemnify and hold the
Custodian harmless from and against all claims, liabilities,
losses, actions, suits or
proceedings at law or in equity, or any other expenses, fees or
charges of any character or
nature, which the Custodian may incur or with which the Custodian
may be threatened by
reason of its acting as custodian under this Agreement, including
indemnification of the
Custodian against any and all expenses, including attorney's fees
if counsel for the
Custodian has been approved by the Company, and the cost of
defending any action, suit or
proceedings or resisting any claim.
Notwithstanding the foregoing, it is specifically
understood and agreed that in the event any such claim, liability,
loss, action, suit or
proceeding or other expense, fee or charge shall have been caused
by reason of any negligent
act, negligent failure to act or willful misconduct on the part of
the Custodian, or which
shall constitute a willful breach of its duties hereunder, the
indemnification provisions of
this Agreement shall not apply.
Section 3.3
Custodian May Own Certificates.
The Custodian in its individual or any other
capacity may become the owner or pledgee of Certificates with the
same rights it would have
if it were not Custodian.
Section 3.4
Master Servicer to Pay Custodian's Fees and Expenses.
The Master Servicer
covenants and agrees to pay to the Custodian from time to time, and
the Custodian shall be
entitled to, reasonable compensation for all services rendered by
it in the exercise and
performance of any of the powers and duties hereunder of the
Custodian, and the Master
Servicer will pay or reimburse the Custodian upon its request for
all reasonable expenses,
disbursements and advances incurred or made by the Custodian in
accordance with any of the
provisions of this Agreement (including the reasonable compensation
and the expenses and
disbursements of its counsel and of all persons not regularly in
its employ), except any
such expense, disbursement or advance as may arise from its
negligence or bad faith.
Section 3.5
Custodian May Resign; Trustee May Remove Custodian.
The Custodian may resign
from the obligations and duties hereby imposed upon it as such
obligations and duties relate
to its acting as Custodian of the Mortgage Loans.
Upon receiving such notice of
resignation, the Trustee shall either take custody of the Mortgage
Files itself and give
prompt notice thereof to the Company, the Master Servicer and the
Custodian, or promptly
appoint a successor Custodian by written instrument, in duplicate,
one copy of which
instrument shall be delivered to the resigning Custodian and one
copy to the successor
Custodian.
If the Trustee shall not have taken custody of the Mortgage Files
and no
successor Custodian shall have been so appointed and have accepted
appointment within 30
days after the giving of such notice of resignation, the resigning
Custodian may petition
any court of competent jurisdiction for the appointment of a
successor Custodian.
The
Trustee,
at the
direction of the Master
Servicer
and the Company,
may
remove the Custodian at any time.
In such event,
the Trustee
shall
appoint,
or petition a
court of competent
jurisdiction to appoint, a successor
Custodian
hereunder.
Any successor
Custodian shall be a depository
institution
subject to supervision or examination by federal
or state
authority and shall be able to satisfy the other
requirements
contained in Section
3.7 and shall be unaffiliated with the Master Servicer or the
Company.
Any
resignation
or removal of the
Custodian and
appointment
of a successor
Custodian
pursuant to any of the
provisions of this Section 3.5 shall become
effective upon
acceptance of
appointment
by the successor
Custodian.
The Trustee shall give prompt notice
to the Company and the Master
Servicer of the
appointment
of any
successor
Custodian.
No
successor
Custodian
shall be
appointed
by the Trustee
without
the prior
approval of the
Company and the Master Servicer.
Section 3.6
Merger or Consolidation of Custodian.
Any Person into which the Custodian may
be merged or converted or with which it may be consolidated, or any
Person resulting from
any merger, conversion or consolidation to which the Custodian
shall be a party, or any
Person succeeding to the business of the Custodian, shall be the
successor of the Custodian
hereunder, without the execution or filing of any paper or any
further act on the part of
any of the parties hereto, anything herein to the contrary
notwithstanding.
Section 3.7
Representations of the Custodian.
The Custodian hereby represents that it is
a depository institution subject to supervision or examination by a
federal or state
authority, has a combined capital and surplus of at least
$15,000,000 and is qualified to do
business in the jurisdictions in which it will hold any Mortgage
File.
ARTICLE IV
COMPLIANCE WITH REGULATION AB
Section 4.1
Intent of the Parties; Reasonableness.
The parties hereto acknowledge and
agree that the purpose of this Article IV is to facilitate
compliance by the Company with
the provisions of Regulation AB and related rules and regulations
of the Commission.
The
Company shall not exercise its right to request delivery of
information or other performance
under these provisions other than in good faith, or for purposes
other than compliance with
the Securities Act, the Exchange Act and the rules and regulations
of the Commission under
the Securities Act and the Exchange Act.
Each of the parties hereto acknowledges that
interpretations of the requirements of Regulation AB may change
over time, whether due to
interpretive guidance provided by the Commission or its staff,
consensus among participants
in the mortgage-backed securities markets, advice of counsel, or
otherwise, and agrees to
comply with requests made by the Company in good faith for delivery
of information under
these provisions on the basis of evolving interpretations of
Regulation AB.
The Custodian
shall cooperate reasonably with the Company to deliver to the
Company (including any of its
assignees or designees), any and all disclosure, statements,
reports, certifications,
records and any other information necessary in the reasonable, good
faith determination of
the Company to permit the Company to comply with the provisions of
Regulation AB.
Section 4.2
Additional Representations and Warranties of the Custodian.
(a)
The Custodian hereby represents and warrants that the information
set forth under the
caption "Pooling and Servicing Agreement--Custodial Arrangements"
(the "Custodian
Disclosure") in the Prospectus Supplement dated January 25, 2007
relating to the Certificates
does not contain any untrue statement of a material fact or omit to
state a material fact
required to be stated therein or necessary in order to make the
statements therein, in the
light of the circumstances under which they were made, not
misleading.
(b)
The Custodian shall be deemed to represent to the Company as of the
date hereof and
on each date on which information is provided to the Company under
Section 4.3 that, except
as disclosed in writing to the Company prior to such date:
(i) there are no aspects of its
financial condition that could have a material adverse effect on
the performance by it of
its Custodian obligations under this Agreement or any other
Securitization Transaction as to
which it is the custodian; (ii) there are no mate
