exv10w2



 








Exhibit 10.2




AMENDMENT NUMBER FOUR

to the

SECOND AMENDED AND RESTATED SALE AND SERVICING AGREEMENT,

Dated as of March 8, 2005,

among

OPTION ONE OWNER TRUST 2001-2,

OPTION ONE LOAN WAREHOUSE CORPORATION,

OPTION ONE MORTGAGE CORPORATION

and

WELLS FARGO BANK N.A.




          This AMENDMENT NUMBER FOUR (this “Amendment”) is made and is effective as of this 16th day of
December, 2005 (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”) and Wells 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, Section 1.01 of the Sale and Servicing Agreement is hereby
amended by deleting in its entirety the definition of “Collateral Value” and replacing such
definition with the following:





“Collateral Value: (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 a Scratch & Dent Loan which shall be 75% 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



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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 (i)-(xi) hereof and which is in excess of the limits
permitted under subparagraphs(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 20 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) 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 has a Fatal Exception; 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) 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



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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 Fannie Mae, Freddie
Mac or Ginnie 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 35% of the Maximum Note Principal Balance and




(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.”


(B) As of the Effective Date, Section 1.01 of the Sale and Servicing Agreement is hereby amended by
inserting the following at the end of the definition of “Maximum Cumulative Loss Ratio”:





if for any such year the Pool Factor is 25% or greater.


(C) As of the Effective Date, Section 1.01 of the Sale and Servicing Agreement is hereby amended by
inserting the following definitions:





“Cumulative Loss Ratio”: With respect to all mortgage loans originated in the same calendar
year (each year’s loans being considered as a single pool) and serviced by Option One
(whether or not such mortgage loans are sold or contributed to the Depositor), beginning
with mortgage loans originated in 1997 (measured on a static pool basis) the cumulative
losses on each such pool expressed as a percentage of the original principal balance of
each such pool.




“Pool Factor”: With respect to all mortgage loans originated in the same calendar year
(each year’s loans being considered a single pool), the current principal balance of such
pool divided by the original outstanding principal balance of such pool.


(D) As of the Effective Date, Section 6.01(b) of the Sale and Servicing Agreement is hereby amended
by inserting the following after clause (29) as clause (30):




     (30) the Cumulative Loss Ratio for the loans originated in each year, beginning with 1997, for
which the Pool Factor is, as of the Remittance Date for which the report is given, 25% or more.



          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




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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).




          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:
	 	     /s/ Joann A. Rozell
	 

	 	 	 	 
	 	 	Name: Joann A. Rozell
	 	 	Title: Assistant Vice President
	 
	 	 	 	 
	 	 	OPTION ONE LOAN WAREHOUSE CORPORATION
	 
	 	 	 	 
	 

	 	By:
	 	     /s/ CR Fulton
	 

	 	 	 	 
	 	 	Name: Charles R. Fulton
	 	 	Title: Assistant Secretary
	 
	 	 	 	 
	 	 	OPTION ONE MORTGAGE CORPORATION
	 
	 	 	 	 
	 

	 	By:
	 	     /s/ CR Fulton
	 

	 	 	 	 
	 	 	Name: Charles R. Fulton
	 	 	Title: Vice President
	 
	 	 	 	 
	 	 	WELLS FARGO BANK N.A., as Indenture Trustee
	 
	 	 	 	 
	 

	 	By:
	 	      /s/ Darron C. Woodus
	 

	 	 	 	 
	 	 	Name: Darron C. Woodus
	 	 	Title: Assistant Vice President






[Signature Page to Amendment Four to the Second Amended and Restated Sale and Servicing Agreement]




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