Amendment Number One to the Sale and Servicing Agreement

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 16^th 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 16^th 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: