AMENDMENT NUMBER FIVE to the AMENDED AND RESTATED NOTE PURCHASE AGREEMENT

Exhibit 10.5

AMENDMENT NUMBER FIVE
to the
AMENDED AND RESTATED NOTE PURCHASE AGREEMENT,
dated as of November 25, 2003
among
OPTION ONE OWNER TRUST 2001-2,
OPTION ONE LOAN WAREHOUSE CORPORATION
and
BANK OF AMERICA, N.A.

     This AMENDMENT NUMBER FIVE (this “Amendment”) is made and is effective as of this 30th day of June, 2005 (the “Effective Date”), among Option One Owner Trust 2001-2 (the “Issuer”), Option One Loan Warehouse Corporation (the “Depositor”) and Bank of America, N.A. (“BofA”, and in its capacity as Purchaser, the “Purchaser”) to the Amended and Restated Note Purchase Agreement, dated as of November 25, 2003, as amended (the “Note Purchase Agreement”), among the Issuer, the Depositor and the Purchaser.

RECITALS

     WHEREAS, the Issuer has requested that the Purchaser agree to amend the Note Purchase Agreement to extend the time period with respect to the increase of the Maximum Note Principal Balance from $2,000,000,000 to $3,000,000,000, to September 30, 2005 and $2,500,000,000 thereafter and the Purchaser has agreed to make such amendments, subject to the terms and conditions of this Amendment.

     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 capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Note Purchase Agreement.

     SECTION 2. Amendment. As of the Effective Date, the definition of “Maximum Note Principal Balance” in Section 1.01 is hereby deleted in its entirety and replaced with the following:

     “Maximum Note Principal Balance” means, from the Effective Date to and including September 30, 2005, an amount equal to $3,000,000,000, less any reductions pursuant to Section 2.06 of the Sale and Servicing Agreement. After September 30, 2005 such term shall mean an amount equal to $2,500,000,000, less any reductions pursuant to Section 2.06 of the Sale and Servicing Agreement.

     SECTION 3. Representations. To induce the Purchaser to execute and deliver this Amendment, each of the Issuer and the Depositor hereby represents to the Purchaser 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