exv10w20



 





Exhibit 10.20




OPTION ONE OWNER TRUST 2005-9




SUPPLEMENTAL INDENTURE NO. 2




          Supplemental Indenture No. 2 (the “Supplemental Indenture”), dated and effective as of January
16, 2007, between Option One Owner Trust 2005-9, as Issuer and Wells Fargo Bank, N.A., as Indenture
Trustee, with respect to the Indenture (the “Indenture”), dated as of December 30, 2005, between
the Issuer and the Indenture Trustee. The parties hereto are entering into the Supplemental
Indenture pursuant to Section 9.02 of the Indenture. Capitalized terms used herein but not defined
herein shall have the meanings ascribed thereto in the Indenture.




     1. Supplemental Indenture. The definition of “Maturity Date” in Section 1.01 of the
Indenture is deleted in its entirety and replaced with the following:



          “Maturity Date” means, with respect to the Notes, January 15, 2008.




     2. Acknowledgement and Waiver of Opinion of Counsel. The Indenture Trustee hereby
acknowledges and agrees that this Supplemental Indenture No. 1 is being entered into pursuant to
Section 9.02 of the Indenture, and the Indenture Trustee hereby waives the right to receive an
Opinion of Counsel described in Section 9.03 of the Indenture.



     3. Issuer Order. By executing below, the Issuer hereby directs and authorizes the
Indenture Trustee to execute this Supplemental Indenture No. 2 pursuant to Section 9.02 of the
Indenture.



     4. Counterparts. This Supplemental Indenture may be executed simultaneously in any
number of counterparts, each of which counterparts shall be deemed to be an original, and such
counterparts shall constitute but one and the same instrument.



     5. Governing Law. This Supplemental Indenture 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.



     6. Severability of Provisions. If any one or more of the covenants, agreements,
provisions or terms of this Supplemental Indenture for any reason whatsoever shall be held invalid,
then such covenants, agreements, provisions or terms shall be deemed severable from the remaining
covenants, agreements, provisions or terms of this Supplemental Indenture and shall in no way
affect the validity or enforceability of the other provisions of this Supplemental Indenture.



     7. Successors and Assigns. The provisions of this Supplemental Indenture shall be
binding upon and inure to the benefit of the respective successors and assigns of the parties
hereto, and all such provisions shall inure to the benefit of the Certificateholders.



     8. Article and Section Headings. The article and section headings herein are for
convenience of reference only, and shall not limit or otherwise affect the meaning hereof.



     9. No Recourse to Owner Trustee. is expressly understood and agreed by the parties
hereto that (a) this Supplemental Indenture 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 of 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 Supplemental
Indenture or any other related documents.



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     IN WITNESS WHEREOF, the Issuer and the Indenture Trustee have caused this Supplemental
Indenture No. 2 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:	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	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:
	 	 	 	 






Supplemental Indenture No. 2