EXECUTION COPY
RESIDENTIAL ACCREDIT LOANS, INC.,
Company,
RESIDENTIAL FUNDING CORPORATION,
Master Servicer,
and
DEUTSCHE BANK TRUST COMPANY AMERICAS,
Trustee
AMENDMENT NO. 2
dated as of December 30, 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. 2 ("Amendment"), dated as of the 30th day of
December, 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 provide for a $100 aggregate Certificate
Principal Balance 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
Certificateholders;
<PAGE>
NOW THEREFORE, the
Depositor, the Master
Servicer, the Trustee and the
Class P Certificateholder hereby agree as follows:
Section 1. The
Agreement is hereby amended as follows:
(i) In the Preliminary Statement of the Series Supplement,
in the REMIC
II table, the
Aggregate Initial
Certificate
Principal Balance column of the
Class P Certificates is hereby replaced in its entirety with the
following:
"$100.00"
(ii) The following definition is hereby added to the Series
Supplement"
"Class P Reserve Account Amount: $100."
(iii) Section 4.02(i) of the Series Supplement is hereby replaced
in its
entirety as follows:
"On the Distribution
Date immediately
following the last
month during
which a Prepayment
Charge may be assessed, an amount equal to the Class P
Reserve Account
Amount shall be
withdrawn from the Certificate Account and
distributed by the
Trustee to Holders
of the Class P
Certificates
until the
Certificate Principal
Balance thereof has been reduced to zero. In addition, on
each Distribution Date, all amounts transferred from the Class P
Reserve Account
representing
Prepayment Charges
in respect of the Prepayment Charge Loans
received during
the related Prepayment Period will be withdrawn from the
Certificate Account
and distributed by the Trustee to Holders of the
Class P
Certificates and shall
not be available for
distribution to the Holders of any
other Class of Certificates."
(iv) Section 4.10(a) of the Series Supplement is hereby replaced in
its
entirety as follows:
"The Trustee shall
establish a Class P Reserve Account on behalf of the
Holders of the Class P
Certificates.
The Class P Reserve
Account must be an
Eligible Account. The Class P Reserve Account shall be entitled
"Class P Reserve
Account, Deutsche
Bank Trust
Company Americas as Trustee for the benefit of
holders of Residential Accredit Loans, Inc., Mortgage Asset-Backed
Pass-Through
Certificates, Series
2005-QO5," (the "Class P Reserve Account"). The Depositor
will cause,
on behalf of the
Trust, the Class P Reserve Fund Amount to be
deposited into the Class P Reserve Account. In addition, all
amounts received by
the Master Servicer in
connection with
Prepayment
Charges on the
Prepayment
Charge Loans shall be remitted by the Master Servicer on the
Certificate Account
Deposit Date to the Trustee and shall be deposited by the Trustee
into the Class
P Reserve Account,
at the direction of the Master Servicer, upon receipt
thereof. Funds on
deposit in the Class P Reserve Account shall be held in trust
by the Trustee for the holder of the Class P Certificates. The Class P Reserve
Account will not
represent an interest in any REMIC. Funds in the Class P
Reserve Account shall not be invested."
(v) Section 4.10(b) of
the Series Supplement
is hereby replaced in its
entirety as follows:
On the Business Day prior to each Distribution Date, the Trustee shall
withdraw the amount then on deposit in the Class P Reserve
Account, other than
the Class P Reserve Account Amount, and deposit such amount into
the Certificate
Account to be
distributed
to the Holders of the Class P Certificates in
accordance with Section 4.02(i). In addition, on the Business Day prior to
the
Distribution Date immediately following the last month during which
a Prepayment
Charge may be assessed, an amount equal to the Class P
Reserve Account
Amount
shall be withdrawn
from the Class P
Reserve Account by the
Trustee and such
amount shall be deposited into the Certificate Account to be distributed to
the
Holders of the Class P Certificates in accordance with Section
4.02(i)."
(vi) Section 2.03(b)
of the Series
Supplement is hereby by modified by
adding a new subsection (xxi) as follows:
"(xxi) The
information
set forth in the
prepayment
charge schedule
attached hereto
as Exhibit One-A (the "Prepayment Charge Schedule") was
complete, true and
correct in all
material respects as
of the August 1, 2005,
and each prepayment
charge set forth on the Prepayment Charge Schedule is
enforceable and was originated in compliance with all applicable
federal, state
and local laws."
(vii) 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.
(vii) A new Exhibit One-A, the Prepayment Charge Schedule, is hereby
added to the Series
Supplement in the form of the schedule attached hereto as
Exhibit II.
Section
2.
For federal
income tax
purposes, the grantor trust created on the
Closing Date is
hereby dissolved, and upon deposit of the Class P Reserve
Account Amount into
the Class P Reserve
Account, a new grantor
trust shall be
created.
Section 3.
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/Pieter VanZyle
Name: Pieter
VanZyle
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 owner of
100% Percentage Interest of the Class P
Certificates
By: /s/Rika Yano
By:
/s/Dennis Knitowski
Name: Rika Yano
Name: Dennis
Knitowski
Title: Vice President
Title: Director
<PAGE>
STATE OF MINNESOTA
)
) ss.:
COUNTY OF HENNEPIN
)
On the ___ day of
December, 2005 before
me, a notary public
in
and for said State,
personally appeared
Pieter VanZyl, 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 December, 2005 before me, a notary public in
and
for said State, personally appeared MarkWhite, 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 4th day of January, 2006 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 4th day of January, 2006 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 corpo
