NOTE PURCHASE AGREEMENT

Exhibit 10.7

NOTE PURCHASE AGREEMENT

among

OPTION ONE OWNER TRUST 2005-9
as Issuer

and

OPTION ONE LOAN WAREHOUSE CORPORATION
as Depositor

DB STRUCTURED PRODUCTS, INC.,
as Noteholder Agent

and

DB STRUCTURED PRODUCTS, INC.,
GEMINI SECURITIZATION CORP., LLC
ASPEN FUNDING CORP.
and
NEWPORT FUNDING CORP.
as Purchasers

DATED AS OF DECEMBER 30, 2005

OPTION ONE OWNER TRUST 2005-9
MORTGAGE-BACKED NOTES

TABLE OF CONTENTS

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TABLE OF CONTENTS

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NOTE PURCHASE AGREEMENT

      NOTE PURCHASE AGREEMENT dated as of December 30, 2005 (the “ Note Purchase Agreement ”), among OPTION ONE OWNER TRUST 2005-9 (the “ Issuer ”), OPTION ONE LOAN WAREHOUSE CORPORATION (the “ Depositor ”), DB STRUCTURED PRODUCTS, INC. (the “ Noteholder Agent ” and “ Purchaser ”), GEMINI SECURITIZATION CORP., LLC, ASPEN FUNDING CORP. and NEWPORT FUNDING CORP. (the “ Purchasers ”).

     The parties hereto agree as follows:

ARTICLE I

DEFINITIONS

      SECTION 1.01 Certain Defined Terms . Capitalized terms used herein without definition shall have the meanings set forth in the Indenture and the Sale and Servicing Agreement (as defined below). Additionally, the following terms shall have the following meanings:

     “ Closing” shall have the meaning set forth in Section 2.02.

     “ Closing Date ” shall have the meaning set forth in Section 2.02.

     “ Commitment ” means the commitment of the Committed Purchaser to purchase Additional Note Principal Balances up to the Maximum Committed Note Principal Balance pursuant to Section 2.01.

     “ Committed Purchaser ” means DB Structured Products, Inc. and its permitted successors and assigns or an Affiliate thereof identified in writing by DB Structured Products, Inc. to the Indenture Trustee and the other parties hereto, subject to the consent of the Loan Originator, which may not be unreasonably withheld or delayed.

     “ Conduit Purchaser ” means Gemini Securitization Corp., LLC, Aspen Funding Corp. and/or Newport Funding Corp., as the case may be.

     “ Exchange Act ” shall mean the Securities Exchange Act of 1934, as amended.

     “ Governmental Actions ” means any and all consents, approvals, permits, orders, authorizations, waivers, exceptions, variances, exemptions or licenses of, or registrations, declarations or filings with, any Governmental Authority required under any Governmental Rules.

     “ Governmental Authority ” means the United States of America, any state or other political subdivision thereof and any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government and having jurisdiction over the applicable Person.

     “ Governmental Rules ” means any and all laws, statutes, codes, rules, regulations, ordinances, orders, writs, decrees and injunctions, of any Governmental Authority and any and all legally binding conditions, standards, prohibitions, requirements and judgments of any Governmental Authority.

     “ Indemnified Party ” means each of the Committed Purchaser, the Conduit Purchasers and any of their officers, directors, employees, agents, representatives, assignees and Affiliates and any Person who controls any of the Purchasers or their Affiliates within the meaning of Section 15 of the

Securities Act or Section 20 of the Exchange Act and any provider of liquidity or credit enhancement to the Conduit Purchaser.

     “ Indenture ” means the Indenture dated as of December 30, 2005 between the Issuer as Issuer and Wells Fargo Bank, N.A. as Indenture Trustee.

     “ Investment Company Act ” shall have the meaning provided in Section 5.01(i).

     “ Lien ” means, with respect to any asset, (a) any mortgage, lien, pledge, charge, security interest, hypothecation, option or encumbrance of any kind in respect of such asset or (b) the interest of a vendor or lessor under any conditional sale agreement, financing lease or other title retention agreement relating to such asset.

     “ Loan Originator ” means Option One Mortgage Corporation, a California corporation.

     “ Maximum Committed Note Principal Balance ” has the meaning set forth in the Pricing Letter.

     “ Maximum Note Principal Balance ” has the meaning set forth in the Pricing Letter.

     “ Pricing Letter ” means the Pricing Letter among the Issuer, the Depositor, Option One and the Indenture Trustee, dated December 30, 2005 and any amendments thereto.

     “ Purchased Notes ” means the Option One Owner Trust 2005-9 Mortgage-Backed Notes issued by the Issuer pursuant to the Indenture.

     “ Purchasers ” means the Committed Purchaser and the Conduit Purchasers and their permitted successors and assigns.

     “ Sale and Servicing Agreement ” means the Sale and Servicing Agreement dated as of , 2005, among the Issuer, the Depositor, the Loan Originator, the Servicer and Wells Fargo Bank, N.A. as the Indenture Trustee, as the same may be amended, modified or supplemented from time to time.

     “ Servicer ” means Option One Mortgage Corporation or its permitted successors and assigns.

      SECTION 1.02 Other Definitional Provisions .

     (a) All terms defined in this Note Purchase Agreement shall have the defined meanings when used in any certificate or other document made or delivered pursuant hereto unless otherwise defined therein.

     (b) As used herein and in any certificate or other document made or delivered pursuant hereto or thereto, accounting terms not defined in Section 1.01, and accounting terms partially defined in Section 1.01 to the extent not defined, shall have the respective meanings given to them under generally accepted accounting principles. To the extent that the definitions of accounting terms herein are inconsistent with the meanings of such terms under generally accepted accounting principles, the definitions contained herein shall control.

     (c) The words “hereof,” “herein” and “hereunder” and words of similar import when used in this Note Purchase Agreement shall refer to this Note Purchase Agreement as a whole and not to any particular provision of this Note Purchase Agreement; and Section, subsection, Schedule and Exhibit

references contained in this Note Purchase Agreement are references to Sections, subsections, schedules and Exhibits in or to this Note Purchase Agreement unless otherwise specified.

ARTICLE II

COMMITMENT; CLOSING AND PURCHASES OF
ADDITIONAL NOTE PRINCIPAL BALANCES

         SECTION 2.01 Commitment .

     (a) (i) At any time during the Revolving Period at least two (2) Business Days in the case of a Loan that is not a Wet Funded Loan, or at least one (1) Business Day, in the case of a Wet Funded Loan, prior to a proposed Transfer Date, to the extent that the aggregate outstanding Note Principal Balance (after giving effect to the proposed purchase) is less than the Maximum Note Principal Balance, and subject to the terms and conditions hereof and in accordance with the other Basic Documents, the Issuer may request that the Purchasers purchase Additional Note Principal Balances (each such request, a “ Purchase Request ”). On the identified Transfer Date, the Committed Purchaser agrees to purchase the Additional Note Principal Balance requested in the Purchase Request to the extent that the aggregate outstanding Note Principal Balance (after giving effect to the proposed purchase) is less than the Maximum Committed Note Principal Balance, subject to the terms and conditions and in reliance upon the covenants, representations and warranties set forth herein and in the other Basic Documents; provided however, that the portion of such Additional Note Principal Balance required to be purchased by the Committed Purchaser shall be reduced by the amount of such Additional Note Principal Balance that any Conduit Purchaser purchases pursuant to Section 2.01(a)(ii).

          (ii) In the event that a Conduit Purchaser elects, in its sole discretion, to purchase any Additional Note Principal Balance with respect to any Purchase Request hereunder, such Conduit Purchaser shall purchase such related Additional Note Principal Balance hereunder and the amount of Additional Note Principal Balance to be purchased by the Committed Purchaser shall be reduced by such amount.

     (b) Reserved.

         SECTION 2.02 Closing . The closing (the “ Closing” ) of the execution of the Basic Documents and issuance of the Notes shall take place at 10:00 a.m. at the offices of Thacher Proffitt & Wood, Two World Financial Center, New York, New York 10281 on December 30, 2005, or if the conditions to closing set forth in Article IV of this Note Purchase Agreement shall not have been satisfied or waived by such date, as soon as practicable after such conditions shall have been satisfied or waived, or at such other time, date and place as the parties shall agree upon (the date of the Closing being referred to herein as the “ Closing Date ”).

ARTICLE III

TRANSFER DATES

         SECTION 3.01 Transfer Dates .

     (a) Subject to the conditions and terms set forth herein and in Section 2.06 of the Sale and Servicing Agreement with respect to each Transfer Date, the Issuer may request, and the Conduit Purchasers may, and the Committed Purchaser shall (up to the Maximum Committed Note Principal Balance), purchase Additional Note Principal Balances (up to the Maximum Note Principal Balance)

from the Issuer from time to time in accordance with, and upon the satisfaction, as of the applicable Transfer Date, of each of the following additional conditions:

     (i) With respect to each Transfer Date, each condition set forth in Section 2.06 of the Sale and Servicing Agreement shall have been satisfied;

     (ii) Each of the representations and warranties of the Issuer, the Servicer, the Loan Originator and the Depositor made in the Basic Documents shall be true and correct in all material respects as of such date (except to the extent they expressly relate to an earlier or later time);

     (iii) The Issuer, the Servicer, the Loan Originator and the Depositor shall be in material compliance with all of their respective covenants contained in the Basic Documents and the Purchased Notes;

     (iv) No Event of Default and no Default shall have occurred or shall be occurring;

     (v) With respect to each Transfer Date, the Purchasers and the Noteholder Agent shall have received evidence reasonably satisfactory to them of the completion of all recordings, registrations, and filings as may be necessary or, in the reasonable opinion of the Purchasers, desirable to perfect or evidence the assignments required to be effected on such Transfer Date in accordance with the Sale and Servicing Agreement and the Loan Purchase Agreement including, without limitation, the assignment of the Loans and the proceeds thereof;

     (vi) Each Loan (i) has been originated in accordance with the Underwriting Guidelines and (ii) is not “abusive” or “predatory” as defined in or in violation of any applicable statutes, regulations, ordinances or in any other way that would be otherwise actionable by the Borrower or any Governmental Authority;

     (vii) With respect to the first Transfer Date, each of the Purchasers shall have completed their initial due diligence review with respect to the Loans and the Loan Originator and determined, in such Purchaser’s sole discretion, that both the Loans and the origination, servicing and business practices of the Loan Originator are reasonably acceptable to such Purchaser;

     (viii) With respect to the first Transfer Date, the Purchasers’ signature pages to the Master Disposition Confirmation Agreement, together with the revised Schedule I, Schedule II and Exhibit E thereto, each indicating the addition of the Purchasers as parties thereto, shall have been delivered to each of the other parties to the Master Disposition Confirmation Agreement; and

     (ix) The Purchasers shall have received, in form and substance reasonably satisfactory to the Purchasers, an Officer’s Certificate from the Loan Originator, dated the Closing Date, certifying to the satisfaction of the conditions set forth in the preceding paragraphs (i), (ii), (iii), (iv), (vi) and (viii).

     (b) The price paid by the Purchasers on each Transfer Date for the Additional Note Principal Balance purchased on such Transfer Date shall be equal to the amount of such Additional Note Principal Balance and shall be remitted not later than 3:30 p.m. (New York City time) on the Transfer Date by wire transfer of immediately available funds to the Advance Account.

     (c) Each Purchaser shall record on the schedule attached to the Purchased Notes, the date and amount of any Additional Note Principal Balance purchased by it; provided , that failure to make such recordation on such schedule or any error in such schedule shall not adversely affect any Purchaser’s rights with respect to its Note Principal Balance and any right to receive interest payments in respect of the Note Principal Balance actually held. Absent manifest error, the Note Principal Balance of the Purchased Notes as set forth in each Purchaser’s records shall be binding upon the parties hereto, notwithstanding any notation or record made or kept by any other party hereto.

     (d) Each Purchaser shall determine in its reasonable discretion whether each of the above conditions have been met in accordance with the Sale and Servicing Agreement and its determination shall be binding on the parties hereto.

ARTICLE IV

CONDITIONS PRECEDENT TO
EFFECTIVENESS OF COMMITMENT

      SECTION 4.01 Subject to Conditions Precedent . The effectiveness of the Commitment hereunder is subject to the satisfaction at the time of the Closing of the following conditions (any or all of which may be waived by the Committed Purchaser in its sole discretion):

     (a)  Performance by the Issuer, the Depositor, the Servicer and the Loan Originator . All the terms, covenants, agreements and conditions of the Basic Documents to be complied with and performed by the Issuer, the Depositor, the Servicer and the Loan Originator on or before the Closing Date shall have been complied with and performed in all material respects.

     (b)  Representations and Warranties; Financial Covenants . Each of the representations and warranties of the Issuer, the Depositor, the Servicer and the Loan Originator made in the Basic Documents shall be true and correct in all material respects as of the Closing Date (except to the extent they expressly relate to an earlier or later time).

     (c)  Officer’s Certificate . The Purchasers shall have received, in form and substance reasonably satisfactory to the Purchasers, an Officer’s Certificate from the Loan Originator, the Depositor and the Servicer and a certificate of an Authorized Officer of the Issuer, dated the Closing Date, certifying to the satisfaction of the conditions set forth in the preceding paragraphs (a) and (b).

     (d)  Opinions of Counsel to the Issuer, the Loan Originator, the Servicer and the Depositor . Counsel to the Issuer, the Loan Originator, the Servicer and the Depositor shall have delivered to the Purchasers favorable opinions, dated as of the Closing Date and reasonably satisfactory in form and substance to the Purchasers and their counsel. In addition to the foregoing, the Loan Originator shall have caused its counsel to deliver to the Purchasers a favorable opinion to the effect that the Issuer will not be treated as an association (or publicly traded partnership) taxable as a corporation or as a taxable mortgage pool, for federal income tax purposes.

     (e)  Opinions of Counsel to the Indenture Trustee . Counsel to the Indenture Trustee shall have delivered to the Purchasers a favorable opinion, dated as of the Closing Date and reasonably satisfactory in form and substance to the Purchasers and their counsel.

     (f)  Opinions of Counsel to the Owner Trustee . Delaware counsel to the Owner Trustee of the Issuer and the Depositor shall have delivered to the Purchasers favorable opinions regarding the formation, existence and standing of the Issuer and the Depositor and of the Issuer’s and the

Depositor’s execution, authorization and delivery of each of the Basic Documents to which it is a party and such other matters as the Purchasers may reasonably request, dated as of the Closing Date and reasonably satisfactory in form and substance to the Purchasers and their counsel.

     (g)  Filings and Recordations . Each Purchaser shall have received evidence reasonably satisfactory to it of (i) the completion of all recordings, registrations, and filings as may be necessary or, in the reasonable opinion of the Purchasers, desirable to perfect or evidence the assignment by the Loan Originator to the Depositor of the Loan Originator’s ownership interest in the Trust Estate including, without limitation, the Loans conveyed pursuant to the Loan Purchase Agreement and the proceeds thereof, (ii) the completion of all recordings, registrations and filings as may be necessary or, in the reasonable opinion of the Purchasers, desirable to perfect or evidence the assignment by the Depositor to the Issuer of the Depositor’s ownership interest in the Trust Estate including, without limitation, the Loans and the proceeds thereof and (iii) the completion of all recordings, registrations, and filings as may be necessary or, in the reasonable opinion of the Purchasers, desirable to perfect or evidence the grant of a first priority perfected security interest in the Issuer’s ownership interest in the Trust Estate including, without limitation, the Loans, in favor of the Indenture Trustee, subject to no Liens prior to the Lien of the Indenture.

     (h)  Documents . The Purchasers shall have received a duly executed counterpart of each of the Basic Documents, in form reasonably acceptable to the Purchasers, the Purchased Notes and each and every document or certification delivered by any party in connection with any of the Basic Documents or the Purchased Notes, and each such document shall be in full force and effect.

     (i)  Due Diligence . Each Purchaser shall have completed its due diligence review with respect to the Loans, as provided for in Section 11.15 of the Sale and Servicing Agreement.

     (j)  Actions or Proceedings . No action, suit, proceeding or investigation by or before any Governmental Authority shall have been instituted to restrain or prohibit the consummation of, or to invalidate, any of the transactions contemplated by the Basic Documents, the Purchased Notes and the documents related thereto in any material respect.

     (k)  Approvals and Consents . All Governmental Actions of all Governmental Authorities required with respect to the transactions contemplated by the Basic Documents, the Purchased Notes and the documents related thereto shall have been obtained or made.

     (l)  Accounts . Each Purchaser shall have received evidence reasonably satisfactory to it that each Trust Account has each been established in accordance with the terms of the Sale and Servicing Agreement.

     (m)  Fees and Expenses . The fees and expenses payable by the Issuer and the Depositor pursuant to Section 8.02(b) shall have been paid.

     (n)  Other Documents . The Issuer, the Loan Originator, the Depositor and the Servicer shall have furnished to the Purchasers such other opinions, information, certificates and documents as the Purchasers may reasonably request.

     (o)  Proceedings in Contemplation of Sale of Purchased Notes . All actions and proceedings undertaken by the Issuer, the Loan Originator, the Depositor and the Servicer in connection with the issuance and sale of the Purchased Notes as herein contemplated shall be reasonably satisfactory in all respects to the Purchasers and their counsel.

          (p)  Financial Covenants . The Loan Originator and the Servicer shall be in compliance with the financial covenants set forth in Section 7.02 of the Sale and Servicing Agreement.

          (q)  Underwriting Guidelines . The Purchasers shall have received a copy of the current Underwriting Guidelines.

          (r)  Fees . The Loan Originator shall have paid all fees, costs and expenses of the Purchasers required, by the terms of the Basic Documents, to be paid by the Loan Originator on or before the Closing Date.

          If any condition specified in this Section 4.01 shall not have been fulfilled when and as required to be fulfilled through no fault of the Purchasers, this Note Purchase Agreement may be terminated by the Purchasers by notice to the Loan Originator at any time at or prior to the Closing Date, and the Purchasers shall incur no liability as a result of such termination.

ARTICLE V

REPRESENTATIONS AND WARRANTIES OF
THE ISSUER AND THE DEPOSITOR

          The Issuer and the Depositor hereby jointly and severally make the following representations and warranties to the Purchasers, as of the Closing Date, and as of each Transfer Date and the Purchasers shall be deemed to have relied on such representations and warranties in making (or committing to make) purchases of Additional Note Principal Balances on each Transfer Date:

           SECTION 5.01 Issuer .

          (a) The Issuer has been duly organized and is validly existing and in good standing as a statutory trust under the laws of the State of Delaware, with requisite trust power and authority to own its properties and to transact the business in which it is now engaged, and is duly qualified to do business and is in good standing (or is exempt from such requirements) in each State of the United States where the nature of its business requires it to be so qualified and the failure to be so qualified and in good standing would, individually or in the aggregate, have a material adverse effect on (a) the interests of the Purchasers, (b) the legality, validity or enforceability of this Note Purchase Agreement or any other Basic Document or the rights or remedies of the Purchasers or the Indenture Trustee hereunder or thereunder, (c) the ability of the Issuer to perform its obligations under this Note Purchase Agreement or any other Basic Document, (d) the Indenture Trustee’s security interest in the Collateral generally or in any Loan or other item of Collateral or (e) the enforceability or recoverability of any of the Loans (a “ Material Adverse Effect ”).

          (b) The issuance, sale, assignment and conveyance of the Purchased Notes and the Additional Note Principal Balances, the performance of the Issuer’s obligations under each Basic Document to which it is a party and the consummation of the transactions therein contemplated will not conflict with or result in a breach of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any Lien (other than any Lien created by the Basic Documents), charge or encumbrance upon any of the property or assets of the Issuer or any of its Affiliates pursuant to the terms of, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which it or any of its Affiliates is bound or to which any of its property or assets is subject, nor will such action result in any violation of the provisions of its organizational documents or any Governmental Rule applicable to the Issuer, in each case which could be expected to have a Material Adverse Effect.

          (c) No Governmental Action which has not been obtained is required by or with respect to the Issuer in connection with the execution and delivery of the Purchased Notes. No Governmental Action which has not been obtained is required by or with respect to the Issuer in connection with the execution and delivery of any of the Basic Documents to which the Issuer is a party or the consummation by the Issuer of the transactions contemplated thereby except for any requirements under state securities or “blue sky” laws in connection with any transfer of the Purchased Notes.

          (d) The Issuer possesses all material licenses, certificates, authorizations or permits issued by the appropriate state, federal or foreign regulatory agencies or bodies necessary to conduct the business now operated by it, and has not received any notice of proceedings relati