AMENDMENT NUMBER ONE
to the
POOLING AND SERVICING AGREEMENT
Series 2002-RS1
Dated as of January 1, 2002
among
RESIDENTIAL FUNDING CORPORATION, as Master Servicer
RESIDENTIAL ASSET MORTGAGE PRODUCTS, INC., as Depositor
and
JPMORGAN CHASE BANK, as Trustee
This AMENDMENT NUMBER ONE is made and entered into this 24th day of May,
2002, by and among RESIDENTIAL FUNDING CORPORATION, as the master servicer (the
"Master Servicer"), RESIDENTIAL ASSET MORTGAGE PRODUCTS, INC., as the depositor
(the "Depositor"), and JPMORGAN CHASE BANK, as the trustee (the "Trustee"), in
connection with the Pooling and Servicing Agreement dated as of January 1, 2002
among the above mentioned parties (the "Agreement"), and the issuance of
Mortgage Asset-Backed Pass-Through Certificates, Series 2002-RS1. This amendment
is made pursuant to Section 11.01(a)(ii) of the Agreement.
1. Capitalized terms used herein and not defined herein shall have the
meanings assigned to such terms in the Agreement.
2. The definition of "Group I Overcollateralization Increase Amount" is
hereby amended effective as of the date hereof by deleting the words in such
clause in its entirety and replacing it with the following:
"Group I Overcollateralization Increase Amount: With respect to (a) the
first two Distribution Dates, $0, and (b) any Distribution Date after the first
two Distribution Dates, an amount equal to the lesser of (i) the Group I Excess
Cash Flow for that Distribution Date available to make payments pursuant to
Section 4.02(c)(xii) plus the Group II Excess Cash Flow for that Distribution
Date available to make payments pursuant to Section 4.02(d)(xi) and (xiii), and
(ii) the excess, if any, of (x) the Group I Required Overcollateralization
Amount for that Distribution Date over (y) the Group I Overcollateralization
Amount for that Distribution Date."
3. The definition of "Group II Overcollateralization Increase Amount" is
hereby amended effective as of the date hereof by deleting the words in such
clause in its entirety and replacing it with the following:
"Group II Overcollateralization Increase Amount: With respect to (a) the
first ten Distribution Dates, $0, and (b) any Distribution Date after the first
ten Distribution Dates, an amount equal to the lesser of (i) the Group II Excess
Cash Flow for that Distribution Date available to make payments pursuant to
Section 4.02(d)(xii) plus the Group I Excess Cash Flow for that Distribution
Date available to make payments pursuant to Section 4.02(c)(xi) and (xiii), and
(ii) the excess, if any, of
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(x) the Group II Required Overcollateralization Amount for that Distribution
Date over (y) the Group II Overcollateralization Amount for that Distribution
Date."
4. Section 4.02(d)(xiii) of the Agreement is hereby amended effective as
of the date hereof by deleting the words in such clause in its entirety and
replacing it with the following:
"on or after the eleventh Distribution Date, to the Class A-I
Certificateholders (other than the Class A-I-IO Certificateholders) and Class
M-I Certificateholders, from the amount, if any, of the Group II Available
Distribution Amount remaining after the foregoing distributions, the Group I
Overcollateralization Increase Amount for such Distribution Date to the extent
not covered by the Group I Excess Cash Flow for such Distribution Date, in
reduction of the Certificate Principal Balances thereof, until the aggregate
Certificate Principal Balance of the Class A-I Certificates and Class M-I
Certificates has been reduced to zero;"
5. Section 11.01(a)(vi) is hereby amended effective as of the date hereof
by deleting the words in such clause in its entirety and replacing it with the
following:
"(vi) to make any other provisions with respect to matters or
questions arising under this Agreement or such Custodial Agreement which
shall not be materially inconsistent with the provisions of this
Agreement, provided that such action shall not, as evidenced by an
Opinion of Counsel, adversely affect in any material respect the
interests of any Certificateholder."
6. Except as amended above, the Agreement shall continue to be in full
force and effect in accordance with its terms.
IN WITNESS WHEREOF, the Master Servicer, the Depositor and the Trustee,
have caused their duly authorized representatives to execute and deliver this
instrument as of the date first above written.
RESIDENTIAL FUNDING CORPORATION,
as Master Servicer
By:/s/: Xxxxx Xxx Xxx
Title:
RESIDENTIAL ASSET MORTGAGE PRODUCTS,
INC.,
as Depositor
By:/s/: Xxxx Xxxxxxxx
Title:
JPMORGAN CHASE BANK,
as Trustee
By:/s/: Xxxx XxXxxxxxx
Title:
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