exv10w2



 





Exhibit 10.2




AMENDMENT NUMBER FIVE

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 FIVE (this “Amendment”) is made and is effective as of this 7th
day of September, 2006 (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, the definition of “Collateral Value” in Section 1.01 of the
Sale and Servicing Agreement is hereby amended by deleting clause (ii) thereof in its
entirety and replacing it with the following:





 (ii) As of September 7, 2006, and continuing until September 27, 2006, the aggregate
Collateral Value of Loans that are High LTV Loans may not exceed 20% of the Maximum
Note Principal Balance. On September 28, 2006, and continuing thereafter, the
aggregate Collateral Value of Loans that are High LTV Loans shall not exceed 10% of
the Maximum Note Principal Balance;



     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




1









 




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.



2









 





            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:	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	WELLS FARGO BANK N.A., as Indenture Trustee	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:	 	 	 	 






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




3