CUSTODIAL AGREEMENT
THIS CUSTODIAL AGREEMENT (as amended and supplemented from time to time, the
"Agreement"), dated as of March 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 ▇▇▇▇▇ 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 March 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-SA2
(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 ▇▇▇▇▇ 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 March 28, 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 material legal or governmental proceedings
pending (or known to be contemplated) against it; and (iii) there are no affiliations,
relationships or transactions relating to the Custodian with respect to the Company or any
sponsor, issuing entity, servicer, trustee, originator, significant obligor, enhancement or
support provider or other material transaction party (as such terms are used in Regulation
AB) relating to the Securitization Transaction contemplated by the Agreement, as identified
by the Company to the Custodian in writing as of the Closing Date (each, a "Transaction
Party").
(c) If so requested by the Company on any date following the Closing Date, the Custodian
shall, within five Business Days following such request, confirm in writing the accuracy of
the representations and warranties set forth in paragraph (a) of this Section or, if any
such representation and warranty is not accurate as of the date of such confirmation,
provide reasonably adequate disclosure of the pertinent facts, in writing, to the requesting
party. Any such request from the Company shall not be given more than once each calendar
quarter, unless the Company shall have a reasonable basis for a determination that any of
the representations and warranties may not be accurate.
Section 4.3 Additional Information to Be Provided by the Custodian. For so long as the
Certificates are outstanding, for the purpose of satisfying the Company's reporting
obligation under the Exchange Act with respect to any class of Certificates, the Custodian
shall (a) notify the Company in writing of any material litigation or governmental
proceedings pending against the Custodian that would be material to Certificateholders, and
(b) provide to the Company a written description of such proceedings. Any notices and
descriptions required under this Section 4.3 shall be given no later than five Business Days
prior to the Determination Date following the month in which the Custodian has knowledge of
the occurrence of the relevant event. As of the date the Company or Master Servicer files
each Report on Form 10-D or Form 10-K with respect to the Certificates, the Custodian will
be deemed to represent that any information previously provided under this Section 4.3, if
any, is materially correct and does not have any material omissions unless the Custodian has
provided an update to such information.
Section 4.4 Report on Assessment of Compliance and Attestation. On or before March 15 of
each calendar year, the Custodian shall:
(a) deliver to the Company a report (in form and substance reasonably satisfactory to the
Company) regarding the Custodian's assessment of compliance with the Servicing Criteria
during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of
the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the
Company and signed by an authorized officer of the Custodian, and shall address each of the
Servicing Criteria specified on a certification substantially in the form of Exhibit Five
hereto; and
(b) deliver to the Company a report of a registered public accounting firm reasonably
acceptable to the Company that attests to, and reports on, the assessment of compliance made
by the Custodian and delivered pursuant to the preceding paragraph. Such attestation shall
be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities
Act and the Exchange Act.
Section 4.5 Indemnification; Remedies.
(a) The Custodian shall indemnify the Company, each affiliate of the Company, the Master
Servicer and each broker dealer acting as underwriter, placement agent or initial purchaser
of the Certificates or each Person who controls any of such parties (within the meaning of
Section 15 of the Securities Act and Section 20 of the Exchange Act); and the respective
present and former directors, officers, employees and agents of each of the foregoing, and
shall hold each of them harmless from and against any losses, damages, penalties, fines,
forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees
and expenses that any of them may sustain arising out of or based upon:
(i) (A) any untrue statement of a material fact contained or alleged to be contained in
the Custodian Disclosure and any information, report, certification, accountants'
attestation or other material provided under this Article IV by or on behalf of the
Custodian (collectively, the "Custodian Information"), or (B) the omission or alleged
omission to state in the Custodian Information a material fact required to be stated in the
Custodian Information or necessary in order to make the statements therein, in the light of
the circumstances under which they were made, not misleading; or
(ii) any failure by the Custodian to deliver any information, report, certification,
accountants' attestation or other material when and as required under this Article IV.
(b) In the case of any failure of performance described in clause (ii) of Section 4.5(a),
the Custodian shall promptly reimburse the Company for all costs reasonably incurred by the
Company in order to obtain the information, report, certification, accountants' letter or
other material not delivered as required by the Custodian
ARTICLE V
MISCELLANEOUS PROVISIONS
Section 5.1 Notices. All notices, requests, consents and demands and other communications
required under this Agreement or pursuant to any other instrument or document delivered
hereunder shall be in writing and, unless otherwise specifically provided, may be delivered
personally, by telegram or telex, or by registered or certified mail, postage prepaid,
return receipt requested, at the addresses specified on the signature page hereof (unless
changed by the particular party whose address is stated herein by similar notice in
writing), in each case the notice will be deemed delivered when received.
Section 5.2 Amendments. No modification or amendment of or supplement to this Agreement
shall be valid or effective unless the same is in writing and signed by all parties hereto,
and none of the Company, the Master Servicer or the Trustee shall enter into any amendment
of or supplement to this Agreement except as permitted by the Pooling Agreement. The
Trustee shall give prompt notice to the Custodian of any amendment or supplement to the
Pooling Agreement and furnish the Custodian with written copies thereof.
Section 5.3 GOVERNING LAW. THIS AGREEMENT SHALL BE DEEMED A CONTRACT MADE UNDER THE LAWS
OF THE STATE OF NEW YORK AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH AND GOVERNED
BY THE LAWS OF THE STATE OF NEW YORK (WITHOUT REGARD TO THE CONFLICTS OF LAW PRINCIPLES
THEREOF, OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW).
Section 5.4 Recordation of Agreement. To the extent permitted by applicable law, this
Agreement is subject to recordation in all appropriate public offices for real property
records in all the counties or other comparable jurisdictions in which any or all of the
properties subject to the Mortgages are situated, and in any other appropriate public
recording office or elsewhere, such recordation to be effected by the Master Servicer and at
its expense on direction by the Trustee (pursuant to the request of holders of Certificates
evidencing undivided interests in the aggregate of not less than 25% of the Trust Fund), but
only upon direction accompanied by an Opinion of Counsel reasonably satisfactory to the
Master Servicer to the effect that the failure to effect such recordation is likely to
materially and adversely affect the interests of the Certificateholders.
For the purpose of facilitating the recordation of this Agreement as herein
provided and for other purposes, this Agreement may be executed simultaneously in any number
of counterparts, each of which counterparts shall be deemed to be an original, and such
counterparts shall constitute but one and the same instrument.
Section 5.5 Severability of Provisions. If any one or more of the covenants, agreements,
provisions or terms of this Agreement shall be for any reason whatsoever held invalid, then
such covenants, agreements, provisions or terms shall be deemed severable from the remaining
covenants, agreements, provisions or terms of this Agreement and shall in no way affect the
validity or enforceability of the other provisions of this Agreement or of the Certificates
or the rights of the holders thereof.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, this Agreement is executed as of the date first above
written.
Address: U.S. BANK NATIONAL ASSOCIATION,
as Trustee
U.S. Bank Corporate Trust Services By:/s/▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
EP-MN-WS3D Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Assistant Vice President
▇▇. ▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn: Structured Finance/RFMSI 2007-SA2
Address: RESIDENTIAL FUNDING MORTGAGE
SECURITIES I, INC.
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ By:/s/▇▇▇ ▇▇▇▇▇▇▇▇
Suite 250 Name: ▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Vice President
Address: RESIDENTIAL FUNDING COMPANY, LLC,
as Master Servicer
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ By:/s/▇▇▇▇▇▇ ▇▇▇▇▇▇
Suite 250 Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Associate
Address: ▇▇▇▇▇ FARGO BANK, N.A.
Document Custody By:/s/▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ - ▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Assistant Vice President
17433717 Custodial Agreement - RFMSI Series ▇▇▇▇-▇▇▇
▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇ )
) ss.:
COUNTY OF ▇▇▇▇▇▇ )
On the 29th day of March, 2007, before me, a notary public in and for said
State, personally appeared ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ known to me to be an Authorized Officer of U.S.
Bank National Association, a national banking association organized under the laws of the
United States, that executed the within instrument, and also known to me to be the person
who executed it on behalf of said national banking association and acknowledged to me that
said national banking association executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal
the day and year in this certificate first above written.
/s/▇▇▇▇▇ ▇.▇▇▇▇▇▇▇
Notary Public
[Notarial Seal]
STATE OF MINNESOTA )
) ss.:
COUNTY OF HENNEPIN )
On the 29th day of March, 2007, before me, a notary public in and for said
State, personally appeared ▇▇▇ ▇▇▇▇▇▇▇▇, known to me to be a Vice President of Residential
Funding Mortgage Securities I, Inc., one of the entities that executed the within
instrument, and also known to me to be the person who executed it on behalf of said
corporation, and acknowledged to me that said corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal
the day and year in this certificate first above written.
/s/▇▇▇ ▇▇▇▇▇
Notary Public
[Notarial Seal]
STATE OF MINNESOTA )
) ss.:
COUNTY OF HENNEPIN )
On the 29th day of March, 2007, before me, a notary public in and for said
State, personally appeared ▇▇▇▇▇▇ ▇▇▇▇▇▇, known to me to be an Associate of Residential
Funding Company, LLC, one of the entities that executed the within instrument, and also
known to me to be the person who executed it on behalf of said company, and acknowledged to
me that said company executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal
the day and year in this certificate first above written.
/s/▇▇▇ ▇▇▇▇▇
Notary Public
[Notarial Seal]
STATE OF MINNESOTA )
) ss.:
COUNTY OF ▇▇▇▇▇▇ )
On the 26th day of March, 2007, before me, a notary public in and for said
State, personally appeared ▇▇▇▇ ▇▇▇▇▇▇ known to me to be an Assistant Vice President of
▇▇▇▇▇ Fargo Bank National Association, a national banking association, that executed the
within instrument, and also known to me to be the person who executed it on behalf of said
national banking association, and acknowledged to me that such national banking association
executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal
the day and year in this certificate first above written.
/s/▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Notary Public
[Notarial Seal]
17433717
EXHIBIT ONE
FORM OF CUSTODIAN
INITIAL CERTIFICATION
March 29, 2007
U.S. Bank National Association
EP-MN-WS3D
▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇. ▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn: Structured Finance/RFMSI Series 2007-SA2
Re: Custodial Agreement, dated as of March 1, 2007, by and among U.S. Bank
National Association, Residential Funding Mortgage Securities I, Inc.,
Residential Funding Company, LLC and ▇▇▇▇▇ Fargo Bank, N.A.
Mortgage Pass-Through Certificates, Series 2007-SA2
Ladies and Gentlemen:
In accordance with Section 2.3 of the above-captioned Custodial Agreement, and
subject to Section 2.02 of the Pooling Agreement, the undersigned, as Custodian, hereby
certifies that it has received a Mortgage File (which contains an original Mortgage Note or
an original lost note affidavit with a copy of the related Mortgage Note) to the extent
required in Section 2.01(b) of the Pooling Agreement with respect to each Mortgage Loan
listed in the Mortgage Loan Schedule, with any exceptions listed on Schedule A attached
hereto.
Capitalized words and phrases used herein shall have the respective meanings
assigned to them in the above-captioned Custodial Agreement.
▇▇▇▇▇ FARGO BANK, N.A.
By:_________________________
Name:
Title:
EXHIBIT TWO
FORM OF CUSTODIAN INTERIM CERTIFICATION
March 29, 2007
U.S. Bank National Association
EP-MN-WS3D
▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇. ▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn: Structured Finance/RFMSI Series 2007-SA2
Re: Custodial Agreement, dated as of March 1, 2007, by and among U.S. Bank
National Association, Residential Funding Mortgage Securities I, Inc.,
Residential Funding Company, LLC and ▇▇▇▇▇ Fargo Bank, N.A.
Mortgage Pass-Through Certificates, Series 2007-SA2
Ladies and Gentlemen:
In accordance with Section 2.3 of the above-captioned Custodial Agreement, the
undersigned, as Custodian, hereby certifies that it has received a Mortgage File to the
extent required pursuant to Section 2.01(b) of the Pooling Agreement with respect to each
Mortgage Loan listed in the Mortgage Loan Schedule, and it has reviewed the Mortgage File
and the Mortgage Loan Schedule and has determined that: all required documents have been
executed and received and that such documents relate to the Mortgage Loans identified on the
Mortgage Loan Schedule, with any exceptions listed on Schedule A attached hereto.
Capitalized words and phrases used herein shall have the respective meanings
assigned to them in the above-captioned Custodial Agreement.
▇▇▇▇▇ FARGO BANK, N.A.
By: _______________________
Name:
Title:
EXHIBIT THREE
FORM OF CUSTODIAN FINAL CERTIFICATION
March 29, 2007
U.S. Bank National Association
EP-MN-WS3D
▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇. ▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn: Structured Finance/RFMSI Series 2007-SA2
Re: Custodial Agreement, dated as of March 1, 2007, by and among U.S. Bank
National Association, Residential Funding Mortgage Securities I, Inc.,
Residential Funding Company, LLC and ▇▇▇▇▇ Fargo Bank, N.A.
Mortgage Pass-Through Certificates, Series 2007-SA2
Ladies and Gentlemen:
In accordance with Section 2.3 of the above captioned Custodial Agreement, the
undersigned, as Custodian, hereby certifies that it has received a Mortgage File with
respect to each Mortgage Loan listed in the Mortgage Loan Schedule and it has reviewed the
Mortgage File and the Mortgage Loan Schedule and has determined that: all required documents
referred to in 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.
Capitalized words and phrases used herein shall have the respective meanings
assigned to them in the above-captioned Custodial Agreement.
▇▇▇▇▇ FARGO BANK, N.A.
By:___________________________
Name:
Title:
EXHIBIT FOUR
FORM OF REQUEST FOR RELEASE
DATE:
TO:
RE: REQUEST FOR RELEASE OF DOCUMENTS
In connection with the administration of the pool of Mortgage Loans held by
you for the referenced pool, we request the release of the Mortgage Loan File described
below.
Series Supplement, to the Standard Terms of Pooling and Servicing Agreement, Dated:
Series#:
Account#:
Pool#:
Loan#:
MIN#:
Borrower Name(s):
Reason for Document Request: (circle one) Mortgage Loan Prepaid in Full
Mortgage Loan Repurchased
"We hereby certify that all amounts received or to be received in connection with such
payments which are required to be deposited have been or will be so deposited as provided in
the Pooling and Servicing Agreement."
Residential Funding Company, LLC
Authorized Signature
* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *
* * * * * *
TO CUSTODIAN/TRUSTEE: Please acknowledge this request, and check off documents being
enclosed with a copy of this form. You should retain this form for your files in accordance
with the terms of the Pooling and Servicing Agreement.
Enclosed Documents:
[ ] Promissory Note
[ ] Primary Insurance Policy
[ ] Mortgage or Deed of Trust
[ ] Assignment(s) of Mortgage or Deed of Trust
[ ] Title Insurance Policy
[ ] Other:
Name __________________________
Title _________________________
Date __________________________
EXHIBIT FIVE
SERVICING CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE
The assessment of compliance to be delivered by the Custodian shall address,
at a minimum, the criteria identified below as "Applicable Servicing Criteria":
-------------------------------------------------------------------------- ------------------
APPLICABLE
SERVICING
SERVICING CRITERIA 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 pool assets 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 pool assets 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.
----------------- -------------------------------------------------------- ------------------
----------------- -------------------------------------------------------- ------------------
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
1122(d)(2)(iv) 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.
----------------- -------------------------------------------------------- ------------------
----------------- -------------------------------------------------------- ------------------
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 pool assets 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.
----------------- -------------------------------------------------------- ------------------
----------------- -------------------------------------------------------- ------------------
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
1122(d)(3)(iii) transaction agreements.
----------------- -------------------------------------------------------- ------------------
----------------- -------------------------------------------------------- ------------------
Amounts remitted to investors per the investor reports
agree with cancelled checks, or other form of payment,
1122(d)(3)(iv) or custodial bank statements.
----------------- -------------------------------------------------------- ------------------
----------------- -------------------------------------------------------- ------------------
Pool Asset Administration
----------------- -------------------------------------------------------- ------------------
----------------- -------------------------------------------------------- ------------------
1122(d)(4)(i) Collateral or security on pool assets is maintained as |X|
required by the transaction agreements or related
asset pool documents.
----------------- -------------------------------------------------------- ------------------
----------------- -------------------------------------------------------- ------------------
Pool assets and related documents are safeguarded as |X|
1122(d)(4)(ii) required by the transaction agreements
----------------- -------------------------------------------------------- ------------------
----------------- -------------------------------------------------------- ------------------
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 pool assets, including any payoffs, made
in accordance with the related pool asset 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 pool asset documents.
----------------- -------------------------------------------------------- ------------------
----------------- -------------------------------------------------------- ------------------
1122(d)(4)(v) The servicer's records regarding the pool assets 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 pool asset (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 pool asset 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 pool assets 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
pool assets with variable rates are computed based on
the related pool asset documents.
----------------- -------------------------------------------------------- ------------------
----------------- -------------------------------------------------------- ------------------
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 pool asset 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 pool asset documents and
state laws; and (C) such funds are returned to the
obligor within 30 calendar days of full repayment of
the related pool asset, 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.
----------------- -------------------------------------------------------- ------------------
----------------- -------------------------------------------------------- ------------------
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
1122(d)(4)(xiii) 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.
----------------- -------------------------------------------------------- ------------------
----------------- -------------------------------------------------------- ------------------
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
1122(d)(4)(xv) transaction agreements.
----------------- -------------------------------------------------------- ------------------
----------------- -------------------------------------------------------- ------------------
----------------- -------------------------------------------------------- ------------------