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
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;
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.
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/Xxxxxxx Xxxxxxxx
--------------------------------------
Name: Xxxxxxx Xxxxxxxx
Title: Vice President
RESIDENTIAL FUNDING CORPORATION, as Master
Servicer
By: /s/Xxxx Xxxxx
-------------------------------
Name: Xxxx Xxxxx
Title: Associate
DEUTSCHE BANK TRUST COMPANY AMERICAS, as
Trustee
By: /s/Xxxxx Xxxxxx
----------------------------------
Name: Xxxxx Xxxxxx
Title: Associate
By: /s/Xxxxxxx Xxxxxxxx
----------------------------------
Name: Xxxxxxx Xxxxxxxx
Title: Vice President
ACKNOWLEDGMENT AND CONSENT:
DEUTSHCE BANK SECURITIES INC., as onwer of
100% Percentage Interest of the Class P
Certificates
By: /s/Xxxxx Xxxxxxx By: /s/Xxxx X. Xxxxx .
Name: Xxxxx Xxxxxxx Name: Xxxx X. Xxxxx
Title: Director Title:Vice President
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 Xxxxxxx Xxxxxxxx, 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/Xxx Xxx Xxxxx
Notary Public
[Notarial Seal]
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 Xxxx Xxxxx, 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/Xxx Xxx Xxxxx
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 __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/Xxx Xxxx Xxxxxxxx
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 Xxxxxxx Xxxxxxxx, 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/Xxx Xxxx Xxxxxxxx
Notary Public
[Notarial Seal]
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 pool of one- to four-family residential, payment-option,
adjustable-rate first lien mortgage loans with a negative amortization
feature formed and sold by RESIDENTIAL ACCREDIT LOANS, INC.
This Certificate is payable solely from the assets of the Trust
Fund, and does not represent an obligation of or interest in Residential
Accredit Loans, Inc., the Master Servicer, the Trustee referred to below or GMAC
Mortgage Group, Inc. or any of their affiliates. Neither this Certificate nor
the underlying Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality or by Residential Accredit Loans, Inc., the Master
Servicer, the Trustee or GMAC Mortgage Group, Inc. or any of their affiliates.
None of the Company, the Master Servicer, GMAC Mortgage Group, Inc. or any of
their affiliates will have any obligation with respect to any certificate or
other obligation secured by or payable from payments on the Certificates.
This certifies that ___________________________is the registered
owner of the Percentage Interest evidenced by this Certificate (as specified
above) in certain distributions with respect to a Trust Fund consisting
primarily of a pool of one- to four-family residential, payment-option,
adjustable-rate first lien mortgage loans with a negative amortization feature
(the "Mortgage Loans"), formed and sold by Residential Accredit Loans, Inc.
(hereinafter called the "Company," which term includes any successor entity
under the Agreement referred to below). The Trust Fund was created pursuant to a
Pooling and Servicing Agreement dated as specified above (the "Agreement") among
the Company, the Master Servicer and Deutsche Bank Trust Company Americas, as
trustee (the "Trustee"), a summary of certain of the pertinent provisions of
which is set forth hereafter. To the extent not defined herein, the capitalized
terms used herein have the meanings assigned in the Agreement. This Certificate
is issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be
made on the 25th day of each month or, if such 25th day is not a Business Day,
the Business Day immediately following (the "Distribution Date"), commencing on
the first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the business day
immediately prior to such Distribution Date (the "Record Date"), in the amount
required to be distributed to Holders of Class P Certificates on such
Distribution Date.
Distributions on this Certificate will be made either by the
Master Servicer acting on behalf of the Trustee or by a Paying Agent appointed
by the Trustee in immediately available funds (by wire transfer or otherwise)
for the account of the Person entitled thereto if such Person shall have so
notified the Master Servicer or such Paying Agent, or by check mailed to the
address of the Person entitled thereto, as such name and address shall appear on
the Certificate Register.
Notwithstanding the above, the final distribution on this
Certificate will be made after due notice of the pendency of such distribution
and only upon presentation and surrender of this Certificate at the office or
agency appointed by the Trustee for that purpose in the City and State of New
York. The Initial Certificate Principal Balance of this Certificate is set forth
above.
No transfer of this Class P Certificate will be made unless such
transfer is exempt from the registration requirements of the Securities Act of
1933, as amended, and any applicable state securities laws or is made in
accordance with said Act and laws. In the event that such a transfer is to be
made, (i) the Trustee or the Company may require an opinion of counsel
acceptable to and in form and substance satisfactory to the Trustee and the
Company that such transfer is exempt (describing the applicable exemption and
the basis therefor) from or is being made pursuant to the registration
requirements of the Securities Act of 1933, as amended, and of any applicable
statute of any state and (ii) the transferee shall execute an investment letter
in the form described by Section 5.02(e) of the Agreement. The Holder hereof
desiring to effect such transfer shall, and does hereby agree to, indemnify the
Trustee, the Company, the Master Servicer and the Certificate Registrar acting
on behalf of the Trustee against any liability that may result if the transfer
is not so exempt or is not made in accordance with such Federal and state laws.
In connection with any such transfer, the Trustee will also require either (i)
an opinion of counsel acceptable to and in form and substance satisfactory to
the Trustee, the Company and the Master Servicer with respect to the
permissibility of such transfer under the Employee Retirement Income Security
Act of 1974, as amended ("ERISA"), and Section 4975 of the Internal Revenue Code
(the "Code") and stating, among other things, that the transferee's acquisition
of a Class P Certificate will not constitute or result in a non-exempt
prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or
(ii) a representation letter, in the form as described by Section 5.02(e) of the
Agreement, either stating that the transferee is not an employee benefit or
other plan subject to the prohibited transaction provisions of ERISA or Section
4975 of the Code (a "Plan"), or any other person (including an investment
manager, a named fiduciary or a trustee of any Plan) acting, directly or
indirectly, on behalf of or purchasing any Certificate with "plan assets" of any
Plan, or stating that the transferee is an insurance company, the source of
funds to be used by it to purchase the Certificate is an "insurance company
general account" (within the meaning of Department of Labor Prohibited
Transaction Class Exemption ("PTCE") 95-60), and the purchase is being made in
reliance upon the availability of the exemptive relief afforded under Sections I
and III of PTCE 95-60.
This Certificate is one of a duly authorized issue of
Certificates issued in several Classes designated as Mortgage Asset-Backed
Pass-Through Certificates of the Series specified hereon (herein collectively
called the "Certificates").
The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. In the event Master Servicer
funds are advanced with respect to any Mortgage Loan, such advance is
reimbursable to the Master Servicer, to the extent provided in the Agreement,
from related recoveries on such Mortgage Loan or from other cash that would have
been distributable to Certificateholders.
As provided in the Agreement, withdrawals from the Custodial
Account and/or the Certificate Account created for the benefit of
Certificateholders may be made by the Master Servicer from time to time for
purposes other than distributions to Certificateholders, such purposes including
without limitation reimbursement to the Company and the Master Servicer of
advances made, or certain expenses incurred, by either of them.
The Agreement permits, with certain exceptions therein provided,
the amendment of the Agreement and the modification of the rights and
obligations of the Company, the Master Servicer and the Trustee and the rights
of the Certificateholders under the Agreement at any time by the Company, 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 Interests of
each Class of Certificates affected thereby. Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all
future holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent is made upon the Certificate. The Agreement also permits the
amendment thereof in certain circumstances without the consent of the Holders of
any of the Certificates and, in certain additional circumstances, without the
consent of the Holders of certain Classes of Certificates.
As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices or agencies appointed by the Trustee in the City and
State of New York, duly endorsed by, or accompanied by an assignment in the form
below or other written instrument of transfer in form satisfactory to the
Trustee and the Certificate Registrar duly executed by the Holder hereof or such
Holder's attorney duly authorized in writing, and thereupon one or more new
Certificates of authorized denominations evidencing the same Class and aggregate
Percentage Interest will be issued to the designated transferee or transferees.
The Certificates are issuable only as registered Certificates
without coupons in Classes and in denominations specified in the Agreement. As
provided in the Agreement and subject to certain limitations therein set forth,
Certificates are exchangeable for new Certificates of authorized denominations
evidencing the same Class and aggregate Percentage Interest, as requested by the
Holder surrendering the same.
No service charge will be made for any such registration of
transfer or exchange, but the Trustee may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.
The Company, the Master Servicer, the Trustee and the Certificate
Registrar and any agent of the Company, the Master Servicer, the Trustee or the
Certificate Registrar may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and neither the Company, the
Master Servicer, the Trustee nor any such agent shall be affected by notice to
the contrary.
This Certificate shall be governed by and construed in accordance
with the laws of the State of New York.
The obligations created by the Agreement in respect of the
Certificates and the Trust Fund created thereby shall terminate upon the payment
to Certificateholders of all amounts held by or on behalf of the Trustee and
required to be paid to them pursuant to the Agreement following the earlier of
(i) the maturity or other liquidation of the last Mortgage Loan subject thereto
or the disposition of all property acquired upon foreclosure or deed in lieu of
foreclosure of any Mortgage Loan and (ii) the purchase by the Master Servicer
from the Trust Fund of all remaining Mortgage Loans and all property acquired in
respect of such Mortgage Loans, thereby effecting early retirement of the
Certificates. The Agreement permits, but does not require, the Master Servicer
to (i) purchase at a price determined as provided in the Agreement all remaining
Mortgage Loans and all property acquired in respect of any Mortgage Loan or (ii)
purchase in whole, but not in part, all of the Certificates from the Holders
thereof; provided, that any such option may only be exercised if the Pool Stated
Principal Balance of the Mortgage Loans as of the Distribution Date upon which
the proceeds of any such purchase are distributed is less than ten percent of
the Cut-off Date Principal Balance of the Mortgage Loans.
Unless the certificate of authentication hereon has been executed
by the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly executed.
Dated: August 31, 2005 DEUTSCHE BANK TRUST COMPANY AMERICAS,
as Trustee
By:
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class P Certificates referred to in the within-mentioned
Agreement.
DEUTSCHE BANK TRUST COMPANY AMERICAS,
as Certificate Registrar
By:______________________________
Authorized Signatory
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto (Please print or typewrite name and address including postal
zip code of assignee) a Percentage Interest evidenced by the within Mortgage
Asset-Backed Pass-Through Certificate and hereby authorizes the transfer of
registration of such interest to assignee on the Certificate Register of the
Trust Fund.
I (We) further direct the Certificate Registrar to issue a new
Certificate of a like denomination and Class, to the above named assignee and
deliver such Certificate to the following address:
Dated: ________________________
_______________________________________
Signature by or on behalf of assignor
_____________________________________
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to _______________________________ for the account of
_____________________ account number ____________________, or, if mailed by
check, to ___________________________________________.
Applicable statements should be mailed to _______________________.
This information is provided by ______________, the assignee named above,
or _______________________, as its agent.
