EXECUTION COPY
RESIDENTIAL ACCREDIT LOANS, INC.,
Company,
RESIDENTIAL FUNDING CORPORATION,
Master Servicer,
and
DEUTSCHE BANK TRUST COMPANY AMERICAS,
Trustee
AMENDMENT NO. 1
dated as of November 15, 2005
Amending the
SERIES SUPPLEMENT
dated as of August 1, 2005
TO
STANDARD TERMS OF
POOLING AND SERVICING AGREEMENT
dated as of August 1, 2004
among the Company, the Master Servicer, and the Trustee
Mortgage Asset-Backed Pass-Through Certificates
Series 2005-QO1
<PAGE>
AMENDMENT NO. 1 ("Amendment"), dated as of the 15th day of
November, 2005,
to the Agreement
(defined below).
Capitalized terms used herein shall have the
meanings given thereto in the Agreement.
WHEREAS, RESIDENTIAL
ACCREDIT LOANS, INC. (the "Company"), RESIDENTIAL
FUNDING CORPORATION,
as master servicer (in such capacity, the "Master
Servicer") and DEUTSCHE BANK TRUST COMPANY AMERICAS, as trustee (the "Trustee")
entered into a Series
Supplement,
dated as of August
1, 2005 (the "Series
Supplement"), to the
Standard Terms of Pooling and Servcing Agreement, dated as
of August 1, 2004, (the "Standard Terms" and, together with the Series
Supplement, the
"Agreement"),
providing for the issuance of RALI Series
2005-QO1, Mortgage Pass-Through Certificates (the "Certificates");
and
WHEREAS, Section 11.01(b) of the Agreement
permits the amendment of the
Agreement by the
Depositor, the Master
Servicer, and the Trustee, with the
consent of the holders of Certificates evidencing in the aggregate
not less than
66% of the Percentage
Interest of each Class of Certificates affected thereby
for the purpose of changing in any manner any of the provisions of the
Agreement; and
WHEREAS, the
Depositor and the Master Servicer wish to amend the
Agreement as set forth herein to set forth the minimum denomination
of the Class
P Certificates; and
WHEREAS, DEUTSCHE BANK
SECURITIES INC., as
the registered owner of one
hundred percent (100%)
of the Percentage
Interest of the Class
P Certificates
(the "Class P
Certificateholder"),
does hereby consent to this Amendment, as
evidenced by its execution of this Amendment; and
WHEREAS, an Opinion of
Counsel has been
rendered to the effect
that,
based on the
qualifications and
assumptions set forth
therein, the
Amendment
will not result in the
imposition of a
federal tax on the
Trust Fund or cause
any REMIC created under the Series Supplment to fail to qualify as
a REMIC; and
WHEREAS, the execution of this Amendment has been duly authorized
by the
Depositor, the Master Servicer, the Trustee and the Class P
Certificateholder;
<PAGE>
NOW THEREFORE, the
Depositor, the Master
Servicer, the Trustee and the
Class P Certificateholder hereby agree as follows:
Section 1. The Preliminary Statement of the Agreement is
hereby amended
as follows:
(i) The minimum
denomination
of the Class P Certificates is hereby
replaced in its entirety with the following:
"The Class P Certificates shall be issuable in minimum denominations of
not less than a 5% Percentage Interest and integral multiples of a
1% Percentage
Interest in excess thereof."
The designation "N/A" in the "Minimum Denominations" column in the row
pertaining to the Class P Certificates in the REMIC II chart is hereby
deleted
and replaced with a
footnote designation
"11" and the
immediately
preceding
sentence is hereby added to the end of footnote 11 of the REMIC II
chart.
(ii) The following definition is hereby added to the Series
Supplement:
"Percentage Interest:
With respect to any Certificate (other than a
Class R Certificate or Class P Certificate), the undivided percentage
ownership
interest in the related Class evidenced by such Certificate, which percentage
ownership interest shall be equal to the Initial Certificate Principal Balance
thereof or
Initial Notional Amount (in the case of any Interest Only
Certificate) thereof
divided by the
aggregate Initial
Certificate
Principal
Balance or the aggregate of the Initial Notional Amounts, as
applicable, of all
the Certificates
of the same Class.
With respect to a
Class R Certificate
or
Class P Certificate,
the interest in
distributions to be
made with respect to
such Class evidenced thereby, expressed as a percentage,
as stated on the
face
of each such Certificate."
(iii) The form of
Class P Certificate
for the Series Supplement is
hereby replaced
in its entirety by the form of Class P
Certificate
attached
hereto as Exhibit I.
Section 2.
This Amendment may be
executed in any number of counterparts, each of
which shall be deemed to be an original, and such counterparts shall
constitute
but one and the same instrument.
<PAGE>
IN
WITNESS WHEREOF,
the parties
hereto have caused
their names to be
signed hereto by their officers thereunto duly authorized and their seal,
duly
attested, to be
hereunto affixed, all as of the day and year first above
written.
RESIDENTIAL ACCREDIT LOANS, INC., as
Depositor
By:
/s/Heather Anderson
--------------------------------------
Name: Heather
Anderson
Title: Vice
President
RESIDENTIAL FUNDING CORPORATION, as Master
Servicer
By: /s/Mark
White
-------------------------------
Name: Mark White
Title: Associate
DEUTSCHE BANK TRUST COMPANY AMERICAS, as
Trustee
By:
/s/Brent Hoyler
----------------------------------
Name: Brent Hoyler
Title: Associate
By:
/s/Barbara Campbell
----------------------------------
Name: Barbara
Campbell
Title: Vice President
ACKNOWLEDGMENT AND CONSENT:
DEUTSHCE BANK SECURITIES INC., as onwer of
100% Percentage Interest of the Class P
Certificates
By: /s/Susan Valenti
By: /s/Ryan M.
Stark
.
Name: Susan Valenti
Name: Ryan M. Stark
Title: Director
Title:Vice President
<PAGE>
STATE OF MINNESOTA
)
) ss.:
COUNTY OF HENNEPIN
)
On the ___ day of
November, 2005 before
me, a notary public
in
and for said State, personally appeared Heather Anderson,
known to me to be
a Vice President of Residential Accredit Loans, 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/Amy Sue Olson
Notary Public
[Notarial Seal]
<PAGE>
STATE OF MINNESOTA
)
) ss.:
COUNTY OF HENNEPIN
)
On the __ day of November, 2005 before me, a notary public in
and
for said State, personally appeared Mark White, known to me to be a(n)
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/Amy Sue Olson
Notary Public
[Notarial Seal]
<PAGE>
STATE OF CALIFORNIA
) ss.:
COUNTY OF ORANGE
)
On the ___ day of
November, 2005 before
me, a notary public
in
and for said State, personally appeared __Brent Hoyler__, known to
me to be a(n)
___Associate___ of
Deutsche Bank Trust Company Americas, the New York banking
corporation that executed the within instrument, and also known to me to be the
person who executed it on behalf of said banking corporation and
acknowledged to
me that such banking 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/Amy Lynn Stoddard
Notary Public
[Notarial Seal]
STATE OF CALIFORNIA
)
) ss.:
COUNTY OF ORANGE
)
On the __ day of November, 2005 before me, a notary public in
and
for said State, personally appeared Barbara Campbell, known to me
to be a(n)
Vice President of Deutsche Bank Trust Company Americas, the New York banking
corporation that executed the within instrument, and also known to me to be the
person who executed it on behalf of said banking corporation and
acknowledged to
me that such banking 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/Amy Lynn Stoddard
Notary Public
[Notarial Seal]
<PAGE>
EXHIBIT I
Certificate No. 1
Subordinate
Class P Subordinate
Aggregate Certificate
Principal Balance
Date of Pooling and Servicing
of the Class P
Agreement and Cut-off Date:
Certificates as of
August 1, 2005
the Cut-off Date:
$0.00
First Distribution Date:
September 26, 2005
Initial Certificate Principal
Balance of this Certificate:
Master Servicer:
$0.00
Residential Funding Corporation
Percentage Interest:
[________]%
Assumed Final Distribution Date:
August 25, 2035
CUSIP: 761118 FX 1
MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATE,
SERIES 2005-QO1
evidencing a percentage interest in any distributions allocable to the
Class P Certificates with respect to the Trust Fund consisting
primarily
of
a
