AMENDMENT NUMBER SIX to the SECOND AMENDED AND RESTATED SALE AND SERVICING AGREEMENT, Dated as of March 15, 2005, among OPTION ONE OWNER TRUST 2001-2, OPTION ONE LOAN WAREHOUSE CORPORATION, OPTION ONE MORTGAGE CORPORATION, OPTION ONE MORTGAGE CAPITAL...

Exhibit 10.65

AMENDMENT NUMBER SIX
to the
SECOND AMENDED AND RESTATED SALE AND SERVICING AGREEMENT,
Dated as of March 15, 2005,
among
OPTION ONE OWNER TRUST 2001-2,
OPTION ONE LOAN WAREHOUSE CORPORATION,
OPTION ONE MORTGAGE CORPORATION,
OPTION ONE MORTGAGE CAPITAL CORPORATION
and
XXXXX FARGO BANK N.A.

          This AMENDMENT NUMBER SIX (this “Amendment”) is made and is effective as of this 15th day of March, 2007 (the “Effective Date”), among Option One Owner Trust 2001-2 (the “Issuer”), Option One Loan Warehouse Corporation (the “Depositor”), Option One Mortgage Corporation (the “Loan Originator” and the “Servicer”), Option One Mortgage Capital Corporation (“Capital”) and Xxxxx Fargo Bank N.A., as Indenture Trustee (the “Indenture Trustee”), to the Second Amended and Restated Sale and Servicing Agreement, dated as of March 8, 2005, as amended (the “Sale and Servicing Agreement”), among the Issuer, the Depositor, the Loan Originator, the Servicer and the Indenture Trustee.

RECITALS

          WHEREAS, the parties hereto desire to amend the Sale and Servicing Agreement, as more expressly set forth herein.

          NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and 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.

(A) As of the Effective Date, the definition of “Collateral Percentage” in Section 1.01 of the Sale and Servicing Agreement is hereby deleted in its entirety and replaced with the following:

Collateral Percentage: With respect to each Loan and any Business Day, a percentage determined as follows:

(i) effective as of March 16, 2007 and continuing until March 31, 2007,

     (a) with respect to all Loans other than Scratch & Dent Loans and High LTV Loans, 98%;

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     (b) with respect to all Scratch & Dent Loans, 90%; and

     (c) with respect to all High LTV Loans, 97%;

     (ii) as of March 31, 2007 and continuing thereafter,

     (a) with respect to all Loans other than Scratch & Dent Loans, 98%; and

     (b) with respect to all Scratch & Dent Loans, 90%.

(B) As of the Effective Date, the definition of “Collateral Value” in Section 1.01 of the Sale and Servicing Agreement is hereby amended deleted in its entirety and replaced with the following (underlined text indicates a change):

(I) With respect to the Advance Note and each Business Day, 100% of the Note Principal Balance of the Advance Note on such day and (II) with respect to each Loan and each Business Day, an amount equal to the positive difference, if any, between (a) the lesser of (1) the Collateral Percentage of the Market Value of such Loan, and (2) 100% of the Principal Balance of such Loan (other than (i) a Scratch & Dent Loan which shall be 75% of the Principal Balance thereof or (ii) a High LTV loan which as of March 16, 2007 and continuing until March 31, 2007 shall be 93% of the Principal Balance thereof and as of April 1, 2007 and thereafter shall be 100% of the Principal Balance thereof) each as of such Business Day, less (b) the aggregate unreimbursed Servicing Advances attributable to such Loan as of the most recent Determination Date; provided, however, that the Collateral Value shall be zero with respect to the Advance Note following the occurrence of an Advance Note Event of Default and with respect to each Loan (1) that the Loan Originator is required to repurchase pursuant to Section 2.05 or Section 3.06 hereof or (2) which is a Loan of the type specified in subparagraphs (A)(i)-(xi) hereof and which is in excess of the limits permitted under subparagraphs (A)(i)-(xi) hereof, or (3) which remains pledged to the Indenture Trustee later than 180 days after its related Transfer Date, or (4) which has been released from the possession of the Custodian to the Servicer or any Loan Originator for a period in excess of 21 days or exceed the 50 Loan limit for released Loans set forth in the Custodial Agreement, or (5) that is a Loan which is 60 or more days Delinquent or a Foreclosed Loan, or (6) that is a Mixed Use Loan, or (7) that is a Wet Funded Loan and the related Loan Documents have not been delivered to the Custodian within fifteen (15) Business Days (or, if earlier, twenty (20) calendar days) after the date of conveyance of such Loan to the Issuer hereunder, or (8) that is a Scratch and Dent Loan that has not been liquidated within 90 days after the determination of such deficiency, or (9) that has an original Principal Balance greater than $1,500,000 or (10) that is a Scratch and Dent Loan for which a description of the related deficiency has not been reported to the Initial Noteholder within one Business Day of the related Transfer Date, or (11) that is a Loan with respect to which the related Borrower has a FICO score less than 600, the Loan has an LTV or CLTV greater than 95% and the Loan was originated pursuant to a stated income program or (12) for Loans originated on or after April 14, 2007, that has an LTV or CLTV of 90% or greater or (13) for Loan originated

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on or after April 29, 2007, that is a Loan with respect to which the related Borrower has a FICO score less than 540; provided, further, that (A)

(i) the aggregate Collateral Value of Loans which are Second Lien Loans may not exceed 12% of the Maximum Note Principal Balance; provided, that the aggregate Collateral Value of Second Lien Loans exclusive of any Second Lien Loans that are Piggy-Backed Loans may not exceed 5% of the Maximum Note Principal Balance;

(ii) As of March 16, 2007 and continuing until March 31, 2007, the aggregate Collateral Value of Loans that are High LTV Loans may not exceed 30% of the Maximum Note Principal Balance. As of April 1, 2007 and continuing thereafter, the aggregate Collateral Value of Loans that are High LTV Loans may not exceed 10% of the Maximum Note Principal Balance;

(iii) the aggregate Collateral Value of Loans which are 30 to 59 days Delinquent as of the related Determination Date may not exceed 5% of the Maximum Note Principal Balance;

(iv) the aggregate Collateral Value of Loans with an original Principal Balance greater than $500,000 but less than $1,000,000 may not exceed 20% of the Maximum Note Principal Balance;

(v) the aggregate Collateral Value of Loans with an original Principal Balance greater than $1,000,000 may not exceed 5% of the Maximum Note Principal Balance;

(vi) the aggregate Collateral Value of Loans which are classified as “CC” quality Loans may not exceed 5% of the Maximum Note Principal Balance;

(vii) the aggregate Collateral Value of Loans which are classified as “C” or “CC” quality Loans may not exceed 8% of the Maximum Note Principal Balance;

(viii) the aggregate Collateral Value of Loans which are Scratch and Dent Loans may not in the aggregate exceed 5% of the Maximum Note Principal Balance;

(ix) the aggregate Collateral Value of the Loans that are Wet Funded Loans may not exceed 50% of the Maximum Note Principal Balance; provided, for the last five (5) days of each calendar month and the first eight (8) days of each calendar month, the aggregate Collateral Value of Loans that are Wet Funded Loans may not exceed 60% of the Maximum Note Principal Balance;

(x) the aggregate Collateral Value of Loans that conform to Xxxxxx Xxx, Xxxxxxx Mac or Xxxxxx Mae underwriting guidelines may not exceed 20% of the Maximum Note Principal Balance, and the interest rates of such Loans shall be sufficiently hedged to the satisfaction of the Initial Noteholder;

(xi) the aggregate Collateral Value of Loans which are Interest-Only Loans may not in the aggregate exceed 25% of the Maximum Note Principal Balance; and

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(xii) the aggregate Collateral Value of Advance Receivables shall in no event exceed $112 million.

(B) each Loan shall be counted in each applicable category in (A) above and may be counted in 2 or more categories in (A) above at the same time; provided that once the Collateral Value of any Loan equals zero, it shall not be counted in any category listed in (A) above.

(C) As of the Effective Date, the definition of “Financial Covenants” in Section 1.01 of the Sale and Servicing Agreement is hereby amended by deleting clause (e) thereof in its entirety and replacing it with the following:

(e) Option One must maintain a minimum “Net Income” (defined and determined in accordance with GAAP) of at least $1 based on the total of the current quarter combined with the previous quarter.

          SECTION 3. Representations. In order to induce the parties hereto to execute and deliver this Amendment, each of the Issuer, the Depositor and the Loan Originator 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 4. Limited Effect. Except as expressly amended and modified by this Amendment, the Sale and Servicing Agreement shall continue in full force and effect in accordance with its terms. Reference to this Amendment 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 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, (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 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 (OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW).

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          SECTION 7. 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 8. 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 2001-2 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 2001-2

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

By:

Name:

Title:

OPTION ONE LOAN WAREHOUSE CORPORATION

By:

Name:

Title:

OPTION ONE MORTGAGE CORPORATION

By:

Name:

Title:

OPTION ONE MORTGAGE CAPITAL CORPORATION

By:

Name:

Title:

Signature Page to Amendment Six to the Second Amended and Restated Sale and Servicing Agreement

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XXXXX FARGO BANK N.A., as Indenture Trustee

By:

Name:

Title:

AGREED AND ACKNOWLEDGED, BANK OF AMERICA, N.A.

By:

Name:

Title:

Signature Page to Amendment Six to the Second Amended and Restated Sale and Servicing Agreement

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