exv10w21



 






Exhibit 10.21




AMENDMENT NUMBER ONE

to the

SALE AND SERVICING AGREEMENT

Dated as of December 31, 2005

by and among

OPTION ONE OWNER TRUST 2005-9

OPTION ONE LOAN WAREHOUSE CORPORATION

OPTION ONE MORTGAGE CORPORATION

and

WELLS FARGO BANK, N.A.




     This AMENDMENT NUMBER ONE is made this 16th day of January, 2007 (“Amendment
Number One”), by and among Option One Owner Trust 2005-9, a Delaware statutory trust (the
“Issuer”), Option One Loan Warehouse Corporation, a Delaware corporation, as Depositor (the
“Depositor”), Option One Mortgage Corporation, a California corporation, as Loan Originator
and Servicer (the “Loan Originator” or “Servicer”), and Wells Fargo Bank, N.A., a
national banking association, as Indenture Trustee on behalf of the Noteholders (the “Indenture
Trustee”), to the Sale and Servicing Agreement, dated as of December 30, 2005, by and among the
Issuer, the Depositor, the Loan Originator and the Indenture Trustee (the “Sale and Servicing
Agreement”). Capitalized terms used herein but not defined will have the meaning attributed to
such term in the Sale and Servicing Agreement.



RECITALS




     WHEREAS, the Depositor and the Loan Originator have requested that the Noteholders agree to
modify the definition of CLTV as more fully set forth herein;



     WHEREAS, as of the date hereof (after giving effect to the amendments to the Agreement
contemplated herein), each of the Depositor and the Loan Originator represents to the Indenture
Trustee and the Noteholders that it is in compliance with all of the representations and warranties
and all of the affirmative and negative covenants set forth in the Basic Documents and no default
has occurred and is continuing under any Basic Documents to which it is a party; and



     WHEREAS, the Depositor, the Loan Originator, the Issuer, the Indenture Trustee and the
Majority Noteholders have agreed to amend the Sale and Servicing Agreement as set forth herein.



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



     SECTION 1. Effective as of January 16, 2007 (the “Effective Date”), the definition of
“Combined LTV or CLTV” in Section 1 of the Sale and Servicing Agreement is hereby deleted in its
entirety and replaced with the following new definition:




Combined LTV or CLTV: With respect to any Loan, the ratio of
(expressed as a percentage) (a) the outstanding Principal Balance on the
related date of origination of such Loan plus the outstanding principal
balance of (x) if the Loan is a First Lien Loan, any second lien loan
secured by the related Mortgaged Property, or (y) if the Loan is a Second
Lien Loan, any Senior Lien, to (b) the lesser of (x) the Appraised Value of
the Mortgaged Property at origination or (y)



 









 





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if the Mortgaged Property was purchased within 12 months of the origination
of the Loan, the purchase price of the Mortgaged Property.



     SECTION 2. Acknowledgement and Waiver of Opinion of Counsel. The Issuer, the
Depositor, the Loan Originator and the Indenture Trustee hereby acknowledge and agree that this
Amendment Number One is being entered into pursuant to Section 11.02(b) of the Sale and Servicing
Agreement, and each of the Issuer and the Indenture Trustee hereby waives the right to receive an
Opinion of Counsel described in Section 11.02 of the Sale and Servicing Agreement.



     SECTION 3. Representations. In order to induce the parties hereto to execute and
deliver this Amendment Number One, each of the Issuer, the Depositor and the Loan Originator hereby
jointly and severally represents to the other parties hereto and to the Noteholders that as of the
date hereof, after giving effect to this Amendment Number One, (a) all of its respective
representations and warranties in the other Basic Documents to which it is a party are true and
correct, and (b) it is otherwise in full compliance with all of the terms and conditions of the
Basic Documents to which it is a party.



     SECTION 4. Limited Effect. Except as expressly amended and modified by this Amendment
Number One, the Sale and Servicing Agreement shall continue in full force and effect in accordance
with its terms. Reference to this Amendment Number One need not be made in the Sale and Servicing
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, any reference in any of such items to the Sale and Servicing Agreement
being sufficient to refer to the Sale and Servicing Agreement as amended hereby.



     SECTION 5. Fees and Expenses. The Issuer and the Depositor jointly and severally
covenant to pay as and when billed by the Purchasers 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 Purchasers, (ii) all reasonable fees and expenses of the Indenture Trustee and Owner
Trustee and their counsel and (iii) all reasonable fees and expenses of the Custodian and its
counsel.



     SECTION 6. Governing Law. This Amendment Number One shall be construed in accordance
with the laws of the State of New York and the obligations, rights, and remedies of the parties
hereunder shall be determined in accordance with such laws without regard to conflict of laws
doctrine applied in such state (other than Section 5-1401 of the New York General Obligations Law).



     SECTION 7. Counterparts. This Amendment Number One 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 8. Limitation on Liability. It is expressly understood and agreed by the
parties hereto that (a) this Amendment Number One is executed and delivered by Wilmington Trust
Company, not individually or personally, but solely as Owner Trustee of Option One Owner Trust
2005-9, 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



 









 





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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 Number One or any other related
documents.




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     IN WITNESS WHEREOF, the Issuer, the Depositor, the Loan Originator and the Indenture Trustee
have caused this Amendment Number One to the Sale and Servicing Agreement to be executed and
delivered by their duly authorized officers as of the day and year first above written.



	 	 	 	 	 	 	 
	 	 	OPTION ONE OWNER TRUST 2005-9,

By: Wilmington Trust Company, not in its

individual capacity but solely as Owner Trustee	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	OPTION ONE LOAN WAREHOUSE
CORPORATION,
 as Depositor	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	OPTION ONE MORTGAGE CORPORATION, as

Loan Originator and Servicer	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	WELLS
	 	FARGO BANK, N.A., as Indenture Trustee	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:	 	 	 	 






Acknowledged and Consented to as of this 16th day of January, 2007:




DB STRUCTURED PRODUCTS, INC., as Majority Noteholder




	 	 	 	 	 
	By:
	 	 	 	 
	Name:

	 	 

	 	 
	Title:
	 	 	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	 

	 	 	 	 
	Name:
	 	 	 	 
	Title:
	 	 	 	 






 









 






	 	 	 	 	 
	GEMINI SECURITIZATION CORP., LLC, as Majority Noteholder	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	 

	 	 	 	 
	Name:
	 	 	 	 
	Title:
	 	 	 	 
	 
	 	 	 	 
	ASPEN FUNDING CORP., as Majority Noteholder	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	 

	 	 	 	 
	Name:
	 	 	 	 
	Title:
	 	 	 	 
	NEWPORT
	 	FUNDING CORP., as Majority Noteholder	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	 

	 	 	 	 
	Name:
	 	 	 	 
	Title: