exv10w1



 





Exhibit 10.1




AMENDMENT NUMBER NINE




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,

OPTION ONE MORTGAGE CAPITAL CORPORATION

and

WELLS FARGO BANK N.A.




          This AMENDMENT NUMBER NINE (this “Amendment”) is made and is effective as of this
1st day of August, 2007 (the “Effective Date”), among Option One Owner Trust 2001-2 (the
“Issuer”), Option One Loan Warehouse, LLC (as successor in interest to Option One Loan Warehouse
Corporation (the “Depositor”), Option One Mortgage Corporation (the “Loan Originator” and the
“Servicer”), Option One Mortgage Capital Corporation (“Capital”) 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 Percentage” in Section 1.01 of the
Sale and Servicing Agreement is hereby deleted in its entirety and replaced with the following
(with the added language underlined for emphasis):




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



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               (a) with respect to all Loans other than Scratch & Dent Loans,
94%; and




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



     (b) As of the Effective Date, Section 1.01 of the Sale and Servicing Agreement is herby
amended by deleting clause (e) of the definition of “Financial Covenants” in its entirety.



          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).




          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




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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, as Issuer



By: Wilmington Trust Company, not in its

individual capacity but solely as owner

trustee

 	 
	 	By:  	/s/ Mary Kay Pupillo
 	 
	 	Name: Mary Kay Pupillo 	 
	 	Title: Assistant Vice President 	 
	 



	 	 	 	 	 
	 	OPTION ONE LOAN WAREHOUSE

LLC, as Depositor

 	 
	 	By:  	/s/ CR Fulton
 	 
	 	Name: Charles R. Fulton 	 
	 	Title: Assistant Secretary 	 
	 



	 	 	 	 	 
	 	OPTION ONE MORTGAGE CORPORATION, as 

Loan Originator and Servicer

 	 
	 	By:  	/s/ CR Fulton
 	 
	 	Name: Charles R. Fulton 	 
	 	Title: Vice President 	 
	 



	 	 	 	 	 
	 	OPTION ONE MORTGAGE CAPITAL CORPORATION

 	 
	 	By:  	/s/ CR Fulton
 	 
	 	Name: Charles R. Fulton 	 
	 	Title: Vice President 	 
	 



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


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	 	WELLS FARGO BANK N.A., as Indenture Trustee

 	 
	 	By:  	 	 
	 	Name:  	 
	 	Title:  	 
	 



	 	 	 	 	 
	 	AGREED AND ACKNOWLEDGED:

BANK OF AMERICA, N.A., as Majority Noteholder

 	 
	 	By:  	 	 
	 	Name:  	 
	 	Title:  	 
	 



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

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