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 WELLS FARGO BANK, N.A. (together with any successor in

interest or any successor appointed hereunder, the "Custodian").



                                WITNESSETH THAT:



         WHEREAS, the Company, the Master Servicer, and Goldman Sachs Mortgage

Company have entered into an Assignment and Assumption Agreement, dated as of

August 25, 2006, relating to the sale of Mortgage Loans by Goldman Sachs

Mortgage Company to the Company (the "Assignment and Assumption Agreement");



         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-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 Goldman Sachs Mortgage Company, the Company and the Master

Servicer under the Assignment and Assumption Agreement and the Pooling

Agreement, as applicable, 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







{PAGE}



      Section 2.1 Custodian to Act as Agent; Acceptance of Mortgage Files. The

Company and the Master Servicer hereby direct the Trustee to appoint Wells Fargo

Bank, N.A., as Custodian (the "Custodian"), as the duly appointed agent of the

Trustee for these purposes, acknowledges receipt of the Mortgage Files relating

to the Mortgage Loans identified on the schedule attached hereto (the "Mortgage

Files") and declares that it holds and will hold the Mortgage Files as agent for

the Trustee, in trust, for the use and benefit of all present and future

Certificateholders.



      Section 2.2 Recordation of Assignments. If any Mortgage File includes one

or more assignments of the related Mortgages to the Trustee that have not been

recorded, each such assignment shall be delivered by the Custodian to the

Company for the purpose of recording it in the appropriate public office for

real property records, and the Company, at no expense to the Custodian, shall

promptly cause to be recorded in the appropriate public office for real property

records each such assignment and, upon receipt thereof from such public office,

shall return each such assignment to the Custodian.



      Section 2.3 Review of Mortgage Files.



            (a) On or prior to the Closing Date, the Custodian shall deliver to

the Trustee an Initial Certification in the form annexed hereto as Exhibit One

evidencing receipt of a Mortgage File for each Mortgage Loan listed on the

Schedule attached hereto (the "Mortgage Loan Schedule"). The parties hereto

acknowledge that certain documents referred to in Subsection 2.01(b)(i) of the

Pooling Agreement may be missing on or prior to the Closing Date, and such

missing documents shall be listed as a schedule to Exhibit One.



            (b) Within 45 days after the Closing Date, the Custodian agrees, for

the benefit of Certificateholders, to review each Mortgage File and to deliver

to the Trustee an Interim Certification in the form annexed hereto as Exhibit

Two to the effect that all documents required to be delivered pursuant to

Section 2.01(b) of the Pooling Agreement have been executed and received and

that such documents relate to the Mortgage Loans identified on the Mortgage Loan

Schedule, except for any exceptions listed on Schedule A attached to such

Interim Certification. For purposes of such review, the Custodian shall compare

the following information in each Mortgage File to the corresponding information

in the Mortgage Loan Schedule: (i) the loan number, (ii) the borrower name and

(iii) the original principal balance. In the event that any Mortgage Note or

Assignment of Mortgage has been delivered to the Custodian by Goldman Sachs

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC