RESIDENTIAL ASSET MORTGAGE PRODUCTS, INC.,
Depositor,
RESIDENTIAL FUNDING CORPORATION,
Master Servicer,
and
JPMORGAN CHASE BANK, N.A.
Trustee
AMENDMENT NO. 1
TO
POOLING AND SERVICING AGREEMENT
Dated as of August 31, 2006
Mortgage Asset-Backed Pass-Through Certificates
Series 2006-RS3
THIS AMENDMENT NO. 1 TO POOLING AND SERVICING AGREEMENT, dated as of
August 31, 2006 (this "Amendment"), is among RESIDENTIAL ASSET MORTGAGE
PRODUCTS, INC., a Delaware corporation, in its capacity as depositor (the
"Depositor"), RESIDENTIAL FUNDING CORPORATION, a Delaware corporation, in its
capacity as master servicer (the "Master Servicer"), and JPMORGAN CHASE BANK,
N.A., a national banking association, in its capacity as trustee (the
"Trustee"). Capitalized terms used in this Amendment and not otherwise defined
will have the meanings assigned to them in the Pooling and Servicing Agreement
dated as of April 1, 2006 (the "Existing Agreement"), among the Depositor, and
the Trustee.
W I T N E S S E T H
WHEREAS, the Depositor, the Master Servicer and the Trustee entered
into the Existing Agreement, and each of them desire to amend the Existing
Agreement to make any other provisions with respect to matters or questions
arising under the Existing Agreement which shall not be materially inconsistent
with the provisions of the Existing Agreement;
WHEREAS, Section 11.01(a)(vi) of the Existing Agreement provides that
the Existing Agreement may be amended as follows without the consent of the
Certificateholders; and
WHEREAS, the Trustee has received an Opinion of Counsel that entering
into this Amendment is permitted by the Existing Agreement.
NOW, THEREFORE, the parties hereto agree as follows:
SECTION 1. Amendments.
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(a) Article I of the Existing Agreement is hereby amended by inserting the
following definition as a new paragraph immediately following the definition of
"Business Day":
"Calendar Quarter: A Calendar Quarter shall consist of one of
the following time periods in any given year: January 1 through March 31, April
1 through June 30, July 1 through September 30, and October 1 through December
31."
(b) Article IV of the Existing Agreement is hereby amended by replacing Section
4.07 of the Existing Agreement in its entirety with the following:
"Section 4.07 Optional Purchase of Defaulted Mortgage Loans.
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(a) As to any Mortgage Loan which is delinquent in payment by 90 days
or more, the Master Servicer may, at its option, purchase such Mortgage Loan
from the Trustee at the Purchase Price therefor; provided, that any such
Mortgage Loan that becomes 90 days or more delinquent during any given Calendar
Quarter shall only be eligible for purchase pursuant to this Section 4.07(a)
during the period beginning on the first Business Day of the following Calendar
Quarter, and ending at the close of business on the second-to-last Business Day
of such following Calendar Quarter; and provided, further, that such Mortgage
Loan is 90 days or more delinquent at the time of repurchase. Such option if not
exercised shall not thereafter be reinstated as to any Mortgage Loan, unless the
delinquency is cured and the Mortgage Loan thereafter again becomes delinquent
in payment by 90 days or more in any subsequent Calendar Quarter.
(b) If at any time the Master Servicer makes a payment to the
Certificate Account covering the amount of the Purchase Price for such a
Mortgage Loan, and the Master Servicer provides to the Trustee a certification
signed by a Servicing Officer stating that the amount of such payment has been
deposited in the Certificate Account, then the Trustee shall execute the
assignment of such Mortgage Loan at the request of the Master Servicer without
recourse to the Master Servicer which shall succeed to all the Trustee's right,
title and interest in and to such Mortgage Loan, and all security and documents
relative thereto. Such assignment shall be an assignment outright and not for
security. The Master Servicer will thereupon own such Mortgage, and all such
security and documents, free of any further obligation to the Trustee or the
Certificateholders with respect thereto."
SECTION 2. Effect of Amendment.
Upon execution of this Amendment, the Existing Agreement shall be, and
be deemed to be, modified and amended in accordance herewith and the respective
rights, limitations, obligations, duties, liabilities and immunities of the
parties thereto shall hereafter be determined, exercised and enforced subject in
all respects to such modifications and amendments, and all the terms and
conditions of this Amendment shall be deemed to be part of the terms and
conditions of the Existing Agreement (as applicable) for any and all purposes.
Except as modified and expressly amended by this Amendment, the Existing
Agreement is in all respects ratified and confirmed, and all the terms,
provisions and conditions thereof shall be and remain in full force and effect.
SECTION 3. Binding Effect.
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The provisions of this Amendment shall be binding upon and inure to the
benefit of the parties hereto (and any Certificateholder) and each of their
respective successors and assigns.
SECTION 4. Governing Law.
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This Amendment shall be governed by and construed in accordance with
the laws of the State of placeStateNew York and the obligations, rights and
remedies of the parties hereunder shall be determined in accordance with such
laws.
SECTION 5. Severability of Provisions.
If any one or more of the covenants, agreements, provisions or terms of
this Amendment 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 Amendment and shall
in no way affect the validity or enforceability of the other provisions of this
Amendment or of the Certificates or the rights of the Certificateholders.
SECTION 6. Section Headings.
The section headings herein are for convenience of reference only, and
shall not limit or otherwise affect the meaning hereof.
SECTION 7. Counterparts.
This Amendment may be executed in several counterparts, each of which
shall be an original and all of which shall constitute but one and the same
instrument.
IN WITNESS WHEREOF, the Depositor, the Master Servicer and the Trustee
have caused their names to be signed hereto by their respective officers
thereunto duly authorized as of the day and year first above written.
[Seal] RESIDENTIAL ASSET MORTGAGE PRODUCTS, INC.
By:/s/ Xxxxxx Xxxxxx
Attest:_/s/ Xxxxxxxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxx
Name: Xxxxxxxxxxx Xxxxxxxx Title: Vice President
Title: Vice President
[Seal] RESIDENTIAL FUNDING CORPORATION
Attest:/s/ Xxxxxx Xxxxxx By: /s/ Xxxxxxxxxxx Xxxxxxxx
Name: Xxxxxx Xxxxxx Name: Xxxxxxxxxxx Xxxxxxxx
Title: Associate Title: Associate
[Seal] JPMORGAN CHASE BANK, N.A.
AS TRUSTEE
Attest: /s/ Xxxxx Xxxxxxx By:/s/ Xxxxxx X. Xxxxxx
Name: Xxxxx Xxxxxxx Name: Xxxxxx X. Xxxxxx
Title: Vice President Title: Assistant Vice President
STATE OF MINNESOTA )
) ss.:
COUNTY OF HENNEPIN )
On the 31st day of August 2006 before me, a notary public in and for
said State, personally appeared Xxxxxx Xxxxxx, known to me to be a Vice
President of Residential Asset Mortgage Products, 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.
Notary Public
/s/ Xxx Xxx Xxxxx
[Notarial Seal]
STATE OF MINNESOTA )
) ss.:
COUNTY OF HENNEPIN )
On the 31st 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.
Notary Public
/s/ Xxx Xxx Xxxxx
[Notarial Seal]
STATE OF TEXAS )
) ss.:
COUNTY OFHARRIS )
On the 24th day of August 2006 before me, a notary public in and for
said State, personally appeared Xxxxxx X. Xxxxxx, known to me to be a(n)
Assistant Vice President of JPMorgan Chase Bank, N.A., a 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 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.
Notary Public
/s/ Xxxxxxx X. Xxxxxx
[Notarial Seal]
