exv10w14



 





Exhibit 10.14




OMNIBUS AMENDMENT

OPTION ONE OWNER TRUST 2003-5




     This OMNIBUS AMENDMENT (the “Amendment”) dated as of January 1, 2007 is by and among Option
One Owner Trust 2003-5 (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 (successor-in-interest to
Wells Fargo Bank Minnesota, National Association), as indenture trustee (the “Indenture Trustee”),
and Citigroup Global Markets Realty Corp. (the “Purchaser”). 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 referred to therein.



PRELIMINARY STATEMENTS:




     A. The Issuer, OOMC, Capital, the Depositor and the Indenture Trustee are parties to that
certain Amended and Restated Sale and Servicing Agreement dated as of November 12, 2004 (as amended
and waived through the date hereof, the “Sale and Servicing Agreement”).



     B. The Issuer, the Depositor and the Purchaser are parties to that certain Note Purchase
Agreement dated as of November 14 2003 (as amended and waived through the date hereof, the “Note
Purchase Agreement”).



     C. OOMC and Capital intend to cause the Depositor to establish a new trust, to be called
Option One Owner Trust 2007-5A, and the Purchaser intends to purchase notes to be issued by that
new trust, upon terms to be negotiated and agreed between the parties. The parties have agreed
that if such a transaction is consummated, the Maximum Note Principal Amount will be reduced to the
extent of the maximum note principal amount of notes issued to the Purchaser by that new trust.



     D. The parties hereto desire to amend the Sale and Servicing Agreement subject to the terms
and conditions of this Amendment.



     E. OOMC and Capital acknowledge that the changes to the Sale and Servicing Agreement that are
being made by this Amendment are inconsistent with the Issuer being considered a qualified special
purpose entity for purposes of Statement of Financial Accounting Standards No. 140, Accounting for
Transfers and Servicing of Financial Assets and Extinguishments of Liabilities.



     NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, and of the mutual covenants herein contained, the parties hereto hereby agree
as follows:



     SECTION 1. Defined Terms. Any terms capitalized but not otherwise defined herein
shall have the respective meanings set forth in the Sale and Servicing Agreement.



 









 





     SECTION 2. Amendments to the Sale and Servicing Agreement.



     (A) Section 1.01 of the Sale and Servicing Agreement is hereby amended by amending the
definition of the term “Revolving Period” in its entirety to read as follows:




     Revolving Period: With respect to the Notes, the period commencing on
November 10, 2006 and ending on the earlier of (i) April 27, 2007, and (ii)
the date on which the Revolving Period is terminated pursuant to Section
2.07.



     (B) Section 3.10 is hereby added to the Sale and Servicing Agreement, immediately following
Section 3.09, reading in its entirety as follows:




Section 3.10 Loan Originator Call. The Loan Originator may
repurchase any Loan at any time at the Repurchase Price. Prior to
exercising this call, the Loan Originator shall deliver written notice to
the Majority Noteholders and the Indenture Trustee which notice shall
identify each Loan to be repurchased and the Repurchase Price therefor.
The Loan Originator shall then repurchase the Loan in the manner set forth
in Section 2.05(b)(ii).



     SECTION 3. Amendments to the Note Purchase Agreement. Section 1.01 of the Sale and
Servicing Agreement is hereby amended by amending the definition of the term “Maximum Note
Principal Balance” in its entirety to read as follows:




“Maximum Note Principal Balance” means an amount equal to
$1,500,000,000, reduced by the maximum note principal balance under the note
purchase agreement, if any shall have been entered into, between the
Depositor, the Purchaser and Option One Owner Trust 2007-5A.



     SECTION 4. Representations. In order to induce the parties hereto to execute and
deliver this Amendment, each of the Issuer and the Depositor hereby jointly and severally
represents to the other parties hereto and the Noteholders that as of the date hereof, after giving
effect to this Amendment, (a) all of its respective representations and warranties in the Note
Purchase Agreement and the other Basic Documents are true and correct, and (b) it is otherwise in
full compliance with all of the terms and conditions of the Sale and Servicing Agreement.



     SECTION 5. Limited Effect. Except as expressly amended and modified by this
Amendment, the Sale and Servicing Agreement and the Note Purchase Agreement shall continue in full
force and effect in accordance with their respective terms. Reference to this Amendment need not
be made in the Sale and Servicing Agreement or Note Purchase Agreement or any other instrument or
document executed in connection therewith or herewith, or in any certificate, letter or
communication issued or made pursuant to, or with respect to, the Sale and Servicing Agreement or
the Note Purchase Agreement, any reference in any of such items to the Sale and



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Servicing Agreement or Note Purchase Agreement, as applicable, being sufficient to refer to the
Sale and Servicing Agreement or Note Purchase Agreement as amended hereby.



     SECTION 6. Fees and Expenses. The Issuer and the Depositor jointly and severally
covenant to pay as and when billed by the Initial Noteholder all of the reasonable out-of-pocket
costs and expenses incurred in connection with the transactions contemplated hereby and in the
other Basic Documents including, without limitation, (i) all reasonable fees, disbursements and
expenses of counsel to the Initial Noteholder and (ii) all reasonable fees and expenses of the
Indenture Trustee and Owner Trustee and their counsel.



     SECTION 7. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE CONFLICT OF LAWS DOCTRINE
APPLIED IN SUCH STATE.



     SECTION 8. Counterparts. This Amendment may be executed by each of the parties
hereto on any number of separate counterparts, each of which shall be an original and all of which
taken together shall constitute one and the same instrument.



     SECTION 9. Limitation on Liability. It is expressly understood and agreed by the
parties hereto that (a) this Amendment is executed and delivered by Wilmington Trust Company, not
individually or personally, but solely as Owner Trustee of Option One Owner Trust 2003-5 in the
exercise of the powers and authority conferred and vested in it, (b) each of the representations,
undertakings and agreements herein made on the part of the Issuer is made and intended not as
personal representations, undertakings and agreements by Wilmington Trust Company but is made and
intended for the purpose for binding only the Issuer, (c) nothing herein contained shall be
construed as creating any liability on Wilmington Trust Company, individually or personally, to
perform any covenant either expressed or implied contained herein, all such liability, if any,
being expressly waived by the parties hereto and by any Person claiming by, through or under the
parties hereto and (d) under no circumstances shall Wilmington Trust Company be personally liable
for the payment of any indebtedness or expenses of the Issuer or be liable for the breach or
failure of any obligation, representation, warranty or covenant made or undertaken by the Issuer
under this Amendment or any other related documents.



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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 2003-5, 

as Issuer	 	OPTION ONE LOAN WAREHOUSE
CORPORATION,
 as Depositor	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	Wilmington Trust Company, not in its
	 	By:	 	 	 	 	 	 
	 
	 	individual capacity, but solely as

Owner Trustee	 	Name:
Title:	 	 

	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	 	 	 	 	 	 	 	 	 
	Name:

	 	 

	 	 	 	 

	 	 	 	 
	Title:

	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	OPTION ONE MORTGAGE
CORPORATION,
 as Loan Originator and as
Servicer	 	WELLS FARGO BANK,
NATIONAL ASSOCIATION,

as Indenture Trustee
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	 	 	By:	 	 	 	 	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	Name:

	 	 	 	Name:	 	 	 	 	 	 
	Title:

	 	 	 	Title:	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	OPTION ONE MORTGAGE CAPITAL CORPORATION	 	CITIGROUP GLOBAL MARKETS REALTY
CORP., as Purchaser
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	 	 	By:	 	 	 	 	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	Name:

	 	 	 	Name:	 	 	 	 	 	 
	Title:

	 	 	 	Title:	 	 	 	 	 	 






Signature Page to Omnibus Amendment

Option One Owner Trust 2003-5