CUSTODIAL AGREEMENT
THIS CUSTODIAL AGREEMENT (as amended and supplemented from time to time, the "Agreement"),
dated as of August 1, 2006, 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 CORPORATION, as master
servicer (together with any successor in interest or successor under the Pooling Agreement referred to below, the
"Master Servicer"), and XXXXX 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 August 1, 2006, to the Standard Terms of Pooling and Servicing Agreement, dated as of
June 1, 2006, relating to the issuance of Residential Funding Mortgage Securities I, Inc., Mortgage Pass-Through
Certificates, Series 2006-SA3 (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 Xxxxx 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
August 28, 2006 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/ Xxxxxx Xxxxxxx-Xxxx
EP-MN-WS3D Name: Xxxxxx Xxxxxxx-Xxxx
00 Xxxxxxxxxx Xxxxxx Title: Vice President
Xx. Xxxx, Xxxxxxxxx 00000
Attn: Structured Finance/RFMSI 2006-SA3
Address: RESIDENTIAL FUNDING MORTGAGE
SECURITIES I, INC.
0000 Xxxxxxxxxx Xxxx Xxxxxxxxx By: /s/ Xxxxxxx Xxxxxxxx
Suite 250 Name: Xxxxxxx Xxxxxxxx
Xxxxxxxxxxx, Xxxxxxxxx 00000 Title: Vice President
Address: RESIDENTIAL FUNDING CORPORATION,
as Master Servicer
0000 Xxxxxxxxxx Xxxx Xxxxxxxxx By: /s/ Xxxxxxxxxxx Xxxxxxxx
Suite 250 Name: Xxxxxxxxxxx Xxxxxxxx
Xxxxxxxxxxx, Xxxxxxxxx 00000 Title: Associate
Address: XXXXX FARGO BANK, N.A.
Document Custody By: /s/ Xxxx Xxxxxx
One Meridian Crossings - Lower Level Name: Xxxx Xxxxxx
Xxxxxxxxx, Xxxxxxxxx 00000 Title: Assistant Vice President
STATE OF MINNESOTA )
) ss.:
COUNTY OF XXXXXX )
On the 30th day of August, 2006, before me, a notary public in and for said State, personally
appeared Xxxxxx Xxxxxxx-Xxxx 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/Xxxxxx X. Xxxxxxx
Notary Public
[Notarial Seal]
STATE OF MINNESOTA )
) ss.:
COUNTY OF HENNEPIN )
On the 30th day of August, 2006, before me, a notary public in and for said State, personally
appeared Xxxxxxx Xxxxxxxx, known to me to be a Vice President of Residential Funding Mortgage Securities I, Inc.,
one of the corporations 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 such 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/ Xxx Xxx Xxxxx
Notary Public
[Notarial Seal]
STATE OF MINNESOTA )
) ss.:
COUNTY OF HENNEPIN )
On the 30th day of August, 2006, before me, a notary public in and for said State, personally
appeared Xxxxxxxxxxx Xxxxxxxx, known to me to be an Associate of Residential Funding Corporation, one of the
corporations 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 such 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/Xxx Xxx Xxxxx
Notary Public
[Notarial Seal]
STATE OF MINNESOTA )
) ss.:
COUNTY OF HENNEPIN )
On the 24th day of August, 2006, before me, a notary public in and for said State, personally
appeared Xxxx Xxxxxx known to me to be an Assistant Vice President of Xxxxx Fargo Bank, N.A., 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/ Samantha Xxxx Xxxxx
Notary Public
[Notarial Seal]
EXHIBIT ONE
FORM OF CUSTODIAN
INITIAL CERTIFICATION
August 30, 2006
U.S. Bank National Association
EP-MN-WS3D
00 Xxxxxxxxxx Xxxxxx
Xx. Xxxx, Xxxxxxxxx 00000
Attn: Structured Finance/RFMSI Series 2006-SA3
Re: Custodial Agreement, dated as of August 1, 2006, by and among U.S. Bank National Association,
Residential Funding Mortgage Securities I, Inc.,
Residential Funding Corporation and Xxxxx Fargo Bank, N.A.
Mortgage Pass-Through Certificates, Series 2006-SA3
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.
XXXXX FARGO BANK, N.A.
By:_________________
Name:
Title:
EXHIBIT TWO
FORM OF CUSTODIAN INTERIM CERTIFICATION
________________ ____, 2006
U.S. Bank National Association
EP-MN-WS3D
00 Xxxxxxxxxx Xxxxxx
Xx. Xxxx, Xxxxxxxxx 00000
Attn: Structured Finance/RFMSI Series 2006-SA3
Re: Custodial Agreement, dated as of August 1, 2006, by and among U.S. Bank National Association,
Residential Funding Mortgage Securities I, Inc.,
Residential Funding Corporation and Xxxxx Fargo Bank, N.A.
Mortgage Pass-Through Certificates, Series 2006-SA3
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.
XXXXX FARGO BANK, N.A.
By:_________________
Name:
Title:
EXHIBIT THREE
FORM OF CUSTODIAN FINAL CERTIFICATION
_____________ ___, 2006
U.S. Bank National Association
EP-MN-WS3D
00 Xxxxxxxxxx Xxxxxx
Xx. Xxxx, Xxxxxxxxx 00000
Attn: Structured Finance/ RFMSI Series 2006-SA3
Re: Custodial Agreement, dated as of August 1, 2006, by and among U.S. Bank National Association,
Residential Funding Mortgage Securities I, Inc.,
Residential Funding Corporation and Xxxxx Fargo Bank, N.A.
Mortgage Pass-Through Certificates, Series 2006-SA3
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.
XXXXX 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 Corporation
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":
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APPLICABLE SERVICING
SERVICING CRITERIA CRITERIA
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REFERENCE CRITERIA
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GENERAL SERVICING CONSIDERATIONS
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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.
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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.
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1122(d)(1)(iii) Any requirements in the transaction agreements to maintain a
back-up servicer for the pool assets are maintained.
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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.
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CASH COLLECTION AND ADMINISTRATION
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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.
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1122(d)(2)(ii) Disbursements made via wire transfer on behalf of an obligor or to
an investor are made only by authorized personnel.
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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.
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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
1122(d)(2)(iv) agreements.
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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.
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1122(d)(2)(vi) Unissued checks are safeguarded so as to prevent unauthorized
access.
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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.
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Investor Remittances and Reporting
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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.
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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.
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Disbursements made to an investor are posted within two business
days to the servicer's investor records, or such other number of
1122(d)(3)(iii) days specified in the transaction agreements.
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Amounts remitted to investors per the investor reports agree with
cancelled checks, or other form of payment, or custodial bank
1122(d)(3)(iv) statements.
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Pool Asset Administration
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1122(d)(4)(i) Collateral or security on pool assets is maintained as required by |X|
the transaction agreements or related asset pool documents.
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Pool assets and related documents are safeguarded as required by |X|
1122(d)(4)(ii) the transaction agreements
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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.
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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.
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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.
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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.
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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.
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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).
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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.
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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.
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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.
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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.
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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
1122(d)(4)(xiii) agreements.
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1122(d)(4)(xiv) Delinquencies, charge-offs and uncollectible accounts are
recognized and recorded in accordance with the transaction
agreements.
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Any external enhancement or other support, identified in Item
1114(a)(1) through (3) or Item 1115 of Regulation AB, is maintained
1122(d)(4)(xv) as set forth in the transaction agreements.
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