exv10w19



 





Exhibit 10.19




OMNIBUS AMENDMENT AND CONSENT AGREEMENT




     This OMNIBUS AMENDMENT AND CONSENT AGREEMENT (the
“Amendment and Consent”) dated as of December 29,2006 is by and among Option One
Owner Trust 2005-9 (the “Issuer”), Option One
Mortgage Corporation (“OOMC”), in its capacity
as loan originator (in such capacity, the “Loan Originator”) and as servicer (in such
capacity, the “Servicer”), Option One Mortgage Capital Corporation (“Capital”), Option One
Loan Warehouse Corporation (the “Depositor”), Wells Fargo Bank, National Association, as
indenture trustee (the “Indenture Trustee”), and DB Structured Products, Inc., Gemini
Securitization Corp., LLC, Aspen Funding Corp. and Newport Funding Corp. (collectively, the
“Purchasers”) and DB Structured Products, Inc., as noteholder agent (the “Noteholder
Agent”).. Capitalized terms used herein but not specifically defined herein shall have the
meanings given to such terms in the Sale and Servicing Agreement (as defined below) or the
Indenture (as defined below).



     PRELIMINARY STATEMENTS:



          A. The Issuer, OOMC, as the Servicer and as the Loan Originator, the Depositor
and the Indenture Trustee are parties to that certain Sale and Servicing Agreement dated as of
December 30, 2005 (as amended, the “Sale and Servicing Agreement”).




          B. The Issuer and the Indenture Trustee are parties to that certain Indenture
dated as of December 30, 2005 (as amended, the “Indenture”).




          C. The Noteholder Agent, the Issuer, OOMC, as servicer and the Indenture
Trustee, as both indenture trustee and custodian, are parties to that certain Custodial
Agreement
dated as of December 30, 2005 (as amended, the “Custodial Agreement”).




          D. OOMC intends to transfer and assign to its wholly-owned subsidiary, Capital, and Capital intends to accept and assume from OOMC, a portion of OOMC’s
business.




          E. OOMC has requested that the Depositor, the Purchasers, the Noteholder
Agent, the Issuer and the Indenture Trustee consent to certain amendments to the Sale and
Servicing Agreement, the Indenture and the Custodial Agreement, upon the terms and
subject to
the conditions set forth herein.




          F. OOMC, Capital and Depositor have requested that the Purchasers, the
Noteholder Agent, the Issuer and the Indenture Trustee (a) consent to, promptly after the
date
hereof, the conversion of the Depositor from a Delaware corporation to a Delaware limited
liability company (the “Depositor Conversion”) and (b) agree to promptly enter into after
the
date hereof a Fifth Amended and Restated Loan Purchase and Contribution Agreement, dated
as
of December 29, 2006 (the “Proposed Fifth Amended and Restated LPA”), between
Capital, as
seller, and Depositor, as purchaser (to reflect the terms of this Amendment and Consent).




          G. OOMC has requested that all references to “Loan Originator” in any of the
Basic Documents be defined to mean both OOMC and Capital, jointly and severally, unless
otherwise specifically set forth therein. OOMC has further requested that the definition
of “Loan
Purchase and Contribution Agreement” in any of the Basic Documents be defined to mean
each





 









 







of: (i) the Loan Purchase Agreement between OOMC, as seller, and Capital, as purchaser, dated as
of December 29, 2006 and all supplements and amendments thereto and (ii) the Proposed Fifth
Amended and Restated LPA, and all supplements and amendments thereto.




          H. In consideration of the consent of the Depositor, the Purchasers, the Noteholder
Agent, the Issuer and the Indenture Trustee, OOMC has agreed to be held jointly and severally
liable for the Transfer Obligation on the terms set forth herein.




          NOW, THEREFORE, the parties hereto agree as follows:




     SECTION
1. Amendments to the Sale and Servicing Agreement. Effective as of December
29, 2006 or such later date as OOMC shall designate (the “Effective Date”) and subject to the
satisfaction of the conditions precedent set forth in Section 9 hereof, the Sale and Servicing
Agreement is hereby amended as follows:



          (a) The definition of “Loan Originator” set forth in Section 1.01 of the Sale
and Servicing Agreement is hereby amended to provide as follows:





     “Loan Originator: Each of Option One and Option One Capital, and their respective
successors and assigns, jointly and severally.”



          (b) The definition of “Loan Purchase and Contribution Agreement” set forth
in Section 1.01 of the Sale and Servicing Agreement is hereby amended to provide as follows:





     “Loan Purchase and Contribution Agreement: Each of: (i) the Loan Purchase Agreement
between Option One, as loan originator, and Option One Capital, as transferee, dated as of
December 29, 2006 and all supplements and amendments thereto and (ii) the Fifth Amended and
Restated Loan Purchase and Contribution Agreement, between Option One Capital, as loan
originator, and Depositor, as depositor, dated as of December 29, 2006, and all supplements
and amendments thereto.”



          (c) The following definition of “Option One Capital” is hereby added to
Section 1.01 of the Sale and Servicing Agreement:





     “Option One Capital: Option One Mortgage Capital Corporation, a Delaware
corporation.”



          (d) Section 2.07(iv) of the Sale and Servicing Agreement is hereby amended
by substituting the following language:





     “(iv) Option One, Option One Capital or any of their Affiliates default under, or fail
to perform as requested under, or shall otherwise materially breach the terms of any
repurchase agreement, loan and security agreement or similar credit facility or agreement
entered into by Option One, Option One Capital or any of their Affiliates, including without
limitation, the Sale and Servicing Agreement, dated as of April 1, 2001, among the Option
One Owner Trust 2001-1 A, the Depositor, Option One and the Indenture Trustee, the Sale and
Servicing Agreement, dated as of April 1, 2001, among the Option One Owner Trust 2001-2, the
Depositor, Option One and the Indenture Trustee, the Sale




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and
Servicing Agreement, dated as of July 2, 2002, among the Option One Owner Trust 2002-3,
the Depositor, Option One and the Facility Administrator, the Sale and Servicing Agreement,
dated as of August 8, 2003, among the Option One Owner Trust 2003-4, the Depositor, Option
One and the Indenture Trustee, the Sale and Servicing Agreement, dated as of June 1, 2005,
among Option One Owner Trust 2005-6, the Depositor, Option One and the Indenture Trustee,
the Sale and Servicing Agreement, dated as of September 1, 2005, among the Option One Owner
Trust 2005-7, the Depositor, Option One and the Indenture Trustee, the Sale and Servicing
Agreement, dated as of October 1, 2005 among Option One Owner Trust 2005-8, the Depositor,
Option One and the Indenture Trustee and the Sale and Servicing Agreement, dated as of
December 30, 2005 among Option One Owner Trust 2005-9, the Depositor, Option One and the
Indenture Trustee and such default, failure or breach shall entitle any counterparty to
declare the Indebtedness thereunder to be due and payable prior to the maturity thereof.
The Noteholder Agent may, in any such case, in its sole discretion, terminate the Revolving
Period.”


          (e) Subsection (e) of Section 3. 02 of the Sale and Servicing Agreement is
hereby amended by deleting the words “satisfaction by the Loan Originator of the Financial
Covenants” and in their place inserting the words
“satisfaction by Option One of the Financial Covenants.”




          (f) Subsection (m) of Section 3.02 of the Sale and Servicing Agreement is
hereby amended and restated in its entirety as follows:


          “(n) Option One is in compliance with each of the Financial Covenants ; and”




          (g) Subsection (k) of Section 3.02 of the Sale and Servicing Agreement is
hereby amended and restated in its entirety as follows:





     “(k) Option One has received fair consideration and reasonably equivalent value in
exchange for the Loans sold by it to Option One Capital and Option One Capital has received
fair consideration and reasonably equivalent value in exchange for the Loans sold by it on
such Transfer Date to the Depositor;



          (h) Section 5.06 of the Sale and Servicing Agreement is hereby amended by adding the
following subsection:





     “(c) With respect to the obligations of the Loan Originator pursuant to this Section
5.06, Option One shall be obligated to make payments hereunder only if Option One Capital
does not make such payments prior to the time any such payment is required to be made. If
Option One Capital does not make any such payment prior to the time such payment is required
to be made, Option One shall be required to make such payment not later than the time such
payment is required to be made.”



          (i) Section 7.02 of the Sale and Servicing Agreement is hereby amended by substituting
“Option One” for “the Loan Originator” in each and every place where such term appears in such
section.




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          (j) Subsection (a)(6) of Section 9.01 of the Sale and Servicing Agreement is hereby
amended and restated in its entirety as follows:




          “(6) Option One fails to comply with any of the Financial Covenants; or




          (k) Section 11.06 of the Sale and Servicing Agreement is hereby amended by deleting
clause (3) thereof and replacing such clause with the following:





     “(3) in the case of the Loan Originator, (A) if to Option One, to Option One Mortgage
Corporation, 3 Ada, Irvine, California 92618, Attention: Chief Financial Officer, telecopy
number: (949) 790-7540, telephone number: (949) 790-7504 or (B) if to Option One Capital,
to Option One Mortgage Capital Corporation, 3 Ada Road, Irvine, California 92618,
Attention: Chief Financial Officer, telecopy number: (949) 790-7514, telephone number:
(949) 790-3600 ext 35524 or, in either case, to such other addresses or telecopy or
telephone numbers as may hereafter be furnished to the Securityholders and the other
parties hereto in writing by Option One or Option One Capital.



     SECTION 2. Amendments to the Indenture. Effective as of the Effective Date and subject to
the satisfaction of the conditions precedent set forth in Section 9 hereof, the Indenture is hereby
amended as follows:



          The definition of “Loan Originator” set forth in Section 1.01(a) of the Indenture is hereby
amended to provide as follows:





     “Loan Originator: has the meaning given to such term in the Sale and Servicing
Agreement.”



     SECTIONS 3. Amendments to the Custodial Agreement. Effective as of the Effective Date
and subject to the satisfaction of the conditions precedent set forth in Section 9 hereof, the
Custodial Agreement is hereby amended as follows:



          (a) The definition of “Loan Originator” set forth in Section 1 of the Custodial
Agreement is hereby amended to provide as follows:





     “Loan Originator: As defined in the Sale and Servicing Agreement.”




     (b) The definition of “Loan Purchase and Contribution Agreement” set forth
in Section 1 of the Custodial Agreement is hereby amended to provide as follows:




     “Loan Purchase and Contribution Agreement: As defined in the Sale and
Servicing Agreement.”



     SECTION 4. Consent to the Depositor Conversion and Proposed Fifth Amended and Restated
LPA. Each of the parties hereto consents to (a) the Depositor Conversion and (b) the Proposed
Fifth Amended and Restated LPA to amend and restate that certain Fourth Amended and Restated Loan
Purchase and Contribution Agreement, dated as of September 1, 2005, between OOMC, as seller, and
the Depositor, as purchaser (to reflect the terms of this



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Amendment and Consent, including the substitution of Capital for OOMC as the Loan
Originator).




     SECTION 5. Representations and Warranties. Each of the parties hereto represents
and warrants that this Amendment and Consent, and the Sale and Servicing Agreement, Indenture and
Custodial Agreement, each as amended by this Amendment and Consent, constitute legal, valid and
binding obligations of such Person enforceable against such Person in accordance with their terms,
except as enforceability may be limited by bankruptcy, insolvency or similar laws affecting the
enforcement of creditors’ rights generally and general equitable principles. Each of OOMC, Capital
and the Depositor represent to the Purchasers that as of the date hereof, after giving effect to
this Amendment and Consent, (a) all of their respective representations and warranties in the
Basic Documents are true and correct, and (b) such party is in full compliance with all of the
terms and conditions of the Basic Documents.



     SECTION 6. Reference to and the Effect on the Sale and Servicing Agreement, the
Indenture and the Custodial Agreement.



          (a) On and after the Effective Date, each reference in the Sale and Servicing
Agreement to “this Agreement”, “hereunder”, “hereof”, “herein” or words of like import
referring to the Sale and Servicing Agreement and each reference to the Sale and Servicing
Agreement in any certificate delivered in connection therewith, shall mean and be a reference
to
the Sale and Servicing Agreement as amended hereby.




          (b) Each of the parties hereto hereby agrees that, except as specifically
amended above, the Sale and Servicing Agreement is hereby ratified and confirmed and shall
continue to be in full force and effect and enforceable, except as such enforcement may be
limited by applicable bankruptcy, insolvency, reorganization or other similar laws relating to
or
limiting creditors’ rights generally and general equitable principles.




          (c) On and after the Effective Date, each reference in the Indenture to “this
Indenture”, “hereunder”, “hereof”, “herein” or words of like import referring to the Indenture
and each reference to the Indenture in any certificate delivered in connection therewith,
shall
mean and be a reference to the Indenture as amended hereby.




          (d) Each of the parties hereto hereby agrees that, except as specifically
amended above, the Indenture is hereby ratified and confirmed and shall continue to be in full
force and effect and enforceable, except as such enforcement may be limited by applicable
bankruptcy, insolvency, reorganization or other similar laws relating to or limiting
creditors’
rights generally and general equitable principles.




          (e) On and after the Effective Date, each reference in the Custodial
Agreement to “this Agreement”, “hereunder”, “hereof”, “herein” or words of like import
referring to the Custodial Agreement and each reference to the Custodial Agreement in any
certificate delivered in connection therewith, shall mean and be a reference to the
Custodial
Agreement as amended hereby.




          (f) Each of the parties hereto hereby agrees that, except as specifically
amended above, the Custodial Agreement is hereby ratified and confirmed and shall continue to




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be in full force and effect and enforceable, except as such enforcement may be limited by
applicable bankruptcy, insolvency, reorganization or other similar laws relating to or limiting
creditors’ rights generally and general equitable principles.




     SECTION 7. Execution in Counterparts. This Amendment and Consent may be executed in
any number of counterparts and by different parties hereto in separate counterparts, each of which
when so executed and delivered shall be deemed to be an original and all of which taken together
shall constitute but one and the same agreement.



     SECTION 8. Governing Law. This Amendment and Consent shall be construed in
accordance with, and governed by the laws of the State of New York, without giving effect to its
conflicts of law provisions.



     SECTION 9. Conditions of Effectiveness. This Amendment and Consent shall become
effective as of the date hereof upon the receipt by the Noteholder Agent of this Amendment and
Consent duly executed by all of the parties hereto.



[remainder of page intentionally left blank]




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          IN WITNESS WHEREOF, the parties have executed this Amendment and Consent as of the day
and year first above written.




	 	 	 	 	 	 	 
	 	 	OPTION ONE OWNER TRUST 2005-9,

as Issuer	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Wilmington Trust Company, not in its

individual capacity, but solely as

Owner Trustee	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Jennifer A. Luce
 

	 	 
	 

	 	Name:
	 	Jennifer A. Luce	 	 
	 

	 	Title:
	 	Sr. Financial Services Officer	 	 
	 
	 	 	 	 	 	 
	 	 	OPTION ONE LOAN WAREHOUSE

CORPORATION, as Depositor	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Philip Laren
 

	 	 
	 

	 	Name:
	 	Philip Laren	 	 
	 

	 	Title:
	 	Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	OPTION ONE MORTGAGE 

CORPORATION, as Loan Originator
and as Servicer	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Philip Laren
 

	 	 
	 

	 	Name:
	 	Philip Laren	 	 
	 

	 	Title:
	 	Senior Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	OPTION ONE MORTGAGE CAPITAL
CORPORATION	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Philip Laren
 

	 	 
	 

	 	Name:
	 	Philip Laren	 	 
	 

	 	Title:
	 	Vice President	 	 






Signature Page to Omnibus Amendment




 









 





	 	 	 	 	 	 	 
	 	 	WELLS FARGO BANK,

NATIONAL ASSOCIATION,

as Indenture Trustee	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Darron C. Woodus
 

	 	 
	 

	 	Name:
	 	Darron C. Woodus	 	 
	 

	 	Title:
	 	Assistant Vice President	 	 






Signature Page to Omnibus Amendment





 









 








	 	 	 	 	 	 	 
	 	 	DB STRUCTURED PRODUCTS, INC.,

as Purchaser	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Stephen Newman
 

	 	 
	 

	 	Name:
	 	Stephen Newman	 	 
	 

	 	Title:
	 	Director	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ John McCarthy
 

	 	 
	 

	 	Name:
	 	John McCarthy	 	 
	 

	 	Title:
	 	Authorized Signatory	 	 
	 
	 	 	 	 	 	 
	 	 	GEMINI SECURITIZATION CORP., LLC, as

Purchaser	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ R. Douglas Donaldson
 

	 	 
	 

	 	Name:
	 	R. Douglas Donaldson	 	 
	 

	 	Title:
	 	Treasurer	 	 
	 
	 	 	 	 	 	 
	 	 	ASPEN FUNDING CORP., as Purchaser	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Doris J. Hearn
 

	 	 
	 

	 	Name:
	 	Doris J. Hearn	 	 
	 

	 	Title:
	 	Vice President	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	NEWPORT FUNDING CORP., as Purchaser	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Doris J. Hearn
 

	 	 
	 

	 	Name:
	 	Doris J. Hearn	 	 
	 

	 	Title:
	 	Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	DB STRUCTURED PRODUCTS, INC., as

Noteholder Agent	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Stephen Newman
 

	 	 
	 

	 	Name:
	 	Stephen Newman	 	 
	 

	 	Title:
	 	Director	 	 






Signature Page to Omnibus Amendment





 









 








	 	 	 	 	 	 	 
	 

	 	By:
	 	/s/ John McCarthy
 

	 	 
	 

	 	Name:
	 	John McCarthy	 	 
	 

	 	Title:
	 	Authorized Signatory