exv10w15



 





Exhibit 10.15




OMNIBUS AMENDMENT NUMBER FOUR




to the




OPTION ONE OWNER TRUST 2005-6 WAREHOUSE FACILITY




     This OMNIBUS AMENDMENT NUMBER FOUR (this “Amendment”) is made and is effective as of
this 12th day of July, 2006, among Option One Owner Trust 2005-6 as issuer (the
“Issuer”), Option One Loan Warehouse Corporation as depositor (the “Depositor”), Option One
Mortgage Corporation as loan originator and servicer (“Option One”), Wells Fargo Bank, N.A.
as indenture trustee (the “Indenture Trustee”) and Lehman Brothers Bank as noteholder agent
and purchaser (“Lehman Brothers”) to (i) the Pricing Letter, dated as of June 1, 2005 among
the Issuer, the Depositor, Option One and the Indenture Trustee (as amended or supplemented,
the “Pricing Letter”) and (ii) the Sale and Servicing Agreement, dated as of June 1, 2005 (as
amended, supplemented or otherwise modified from time to time, the “Sale and Servicing
Agreement”), among the Issuer, the Depositor, Option One and the Indenture Trustee (as
amended, supplemented or otherwise modified from time to time, the “Sale and Servicing
Agreement” and together with the Pricing Letter, the “Transaction Documents”), among the
Issuer, the Depositor, Option One and the Indenture Trustee.



RECITALS




     WHEREAS, the parties have previously entered into the Pricing Letter; and



     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. Capitalized terms used but not defined herein shall
have the meanings ascribed to such terms in the Pricing Letter.



     SECTION 2. Amendments to Pricing Letter.



  (a) The definition of “Collateral Value” in the Section 1 of the Pricing Letter is
hereby amended by deleting in its entirety subsection (A)(viii) relating to 40 year
amortization Loans and interest only Loans and replacing it with the following:




“ (viii) the aggregate outstanding Principal Balance of 40 year amortization
Loans and interest only Loans combined may not exceed 50% of the Pool
Principal Balance;”



  (c) The definition of “Collateral Value” in the Section 1 of the Pricing Letter is
hereby amended by deleting in its entirety subsection (A)(ix) relating to interest only
Loans.



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  (d) The definition of “Collateral Value” in the Section 1 of the Pricing Letter is hereby
amended by deleting in its entirety subsection (A)(x) relating to 40 year amortization Loans.



     SECTION 3. Amendments to Sale and Servicing Agreement.



  (a) The definition of “Combined LTV or CLTV” in Section 1.01 of the Sale and Servicing
Agreement is hereby amended by deleting the definition in its entirety and replacing it with the
following:



  “Combined LTV or CLTV: With respect to any Mortgage Loan, the ratio of the outstanding
Principal Balance on the related date of origination of (a) (i) such Loan plus (ii) any other First
Lien Loan or Second Lien Loan secured by the Mortgaged Property, to (b) the lesser of (x) the
Appraised Value of the Mortgaged Property at origination or (y) if the Mortgaged Property was
purchased within 12 months of the origination of the Loan, the purchase price of the Mortgaged
Property, expressed as a percentage.”



     SECTION 4. Representations. To induce Lehman to execute and deliver this Amendment,
each of the Issuer and the Depositor hereby jointly and severally represents to Lehman Brothers
that as of the date hereof, after giving effect to this Amendment, (a) all of its respective
representations and warranties in the Basic Documents are true and correct, and (b) it is
otherwise in full compliance with all of the terms and conditions of the Basic Documents.



     SECTION 5. Fees and Expenses. The Issuer and the Depositor jointly and severally
covenant to pay as and when billed by Lehman 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
Lehman Brothers, (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. Limited Effect. Except as expressly amended and modified by this Amendment,
the Transaction Documents shall continue in full force and effect in accordance with its terms.
Reference to this Amendment need not be made in the Transaction Documents or any other instrument
or document executed in connection therewith, or in any certificate, letter or communication issued
or made pursuant to, or with respect to, the Transaction Documents, any reference in any of such
items to the Transaction Documents being sufficient to refer to the Transaction Documents as
amended hereby.



     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.



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     SECTION 8. Counterparts. This Amendment may be executed by each of the parties hereto
in any number of separate counterparts, each of which when so executed 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 2005-6 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 hereto have caused this Amendment to be executed and
delivered by their duly authorized officers as of the day and year first above written.



	 	 	 	 	 	 	 
	 	 	OPTION ONE OWNER TRUST 2005-6	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Wilmington Trust Company, not in its

individual capacity but solely as owner

trustee	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Mary Kay Pupillo	 	 
	 

	 	Name:
	 	 

Mary Kay Pupillo
	 	 
	 

	 	Title:
	 	Assistant Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	OPTION ONE LOAN WAREHOUSE CORPORATION	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Philip Laren	 	 
	 

	 	Name:
	 	 

Philip Laren
	 	 
	 

	 	Title:
	 	Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	OPTION ONE MORTGAGE CORPORATION	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Philip Laren	 	 
	 

	 	Name:
	 	 

Philip Laren
	 	 
	 

	 	Title:
	 	Senior Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	WELLS FARGO BANK, N.A.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Darron C. Woodus	 	 
	 

	 	Name:
	 	 

Darron C. Woodus
	 	 
	 

	 	Title:
	 	Assistant Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	LEHMAN BROTHERS BANK	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ [ILLEGIBLE]	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title: