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
<PAGE>
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.
---------------------------------------------
(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 T
