exv10w4



 





Exhibit 10.4




AMENDMENT NUMBER THREE

to the

SECOND AMENDED AND RESTATED SALE AND SERVICING AGREEMENT,

dated as of April 29, 2005,

among

OPTION ONE OWNER TRUST 2001-1 A,

OPTION ONE LOAN WAREHOUSE CORPORATION,

OPTION ONE MORTGAGE CORPORATION

and

WELLS FARGO BANK, N.A.




          This AMENDMENT NUMBER THREE (this “Amendment Number Three”) is made and is
effective as of this 1st day of October, 2007, among Option One Owner Trust 2001-1A (the
“Issuer”), Option One Loan Warehouse LLC (formerly known as Option One Loan Warehouse
Corporation) (the “Depositor”), Option One Mortgage Corporation (the “Loan
Originator” and the “Servicer”) and Wells Fargo Bank, N.A. (formerly known as Wells
Fargo Bank Minnesota, National Association) as Indenture Trustee (the “Indenture
Trustee”), to the Second Amended and Restated Sale and Servicing Agreement, dated as of
April 29, 2005 (the “Sale and Servicing Agreement”), among the Issuer, the Depositor,
the Loan Originator, the Servicer and the Indenture Trustee, as otherwise amended.




RECITALS




          WHEREAS, the parties hereto desire to amend the Sale and Servicing Agreement subject to
the terms and conditions of this Amendment Number Three.




          NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, and of 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. Effective as of October 1, 2007, the following amendments
shall be in full force and effect.




     (i) Section 1.01 of the Agreement is hereby amended by deleting the defined term
“Collateral Value Increase Date” in its entirety.



     (ii) Section 1.01 of the Agreement is hereby amended by adding the following new defined
term immediately after the definition of “Servicing Addendum”:



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     Servicing Advance Facility: That certain Servicing Advance Facility, to be
entered into between Greenwich Capital Financial Products, Inc. (or its Affiliates)
and the Loan Originator (or its Affiliates) in order to provide the Loan Originator
(or its Affiliates) with financing for servicing advances.



     (iii) Section 2.01 (c)(i) of the Agreement is hereby amended by deleting the following
sentence therefrom in its entirety:




     In addition, if the Initial Noteholder determines on any date following the
related Transfer Date (any such date, a “Collateral Value Increase Date”) that the
Collateral value of specified Mortgage Loans shall be 102% pursuant to clause
(2)(A) of the definition of Collateral Value, the Trust may request that the
Initial Noteholder advance Additional Note Principal Balances equal to such
increase in the Collateral Value of the related Mortgage Loans and the Initial
Noteholder may, in its sole discretion, make such advance of Additional Note
Principal Balances.



     (iv) Section 2.01 (c)(ii) of the Agreement is hereby amended by deleting each occurrence of
the phrase “or Collateral Value Increase Date” in such Section.



     (v) Section 2.06(a) of the Agreement is hereby amended by (i) deleting the phrase “As of the
Closing Date, each Transfer Date and, as applicable, each Collateral Value Increase Date:” and
replacing it with “As of the Closing Date and each Transfer Date:” and (ii) deleting each
occurrence of the phrase “or Collateral Value Increase Date” throughout the Section.



     (vi) Section 2.01 of the Agreement is hereby amended by adding the following new subparagraph
(d) to such Section:




     (d) Notwithstanding any other term in this Agreement, as of October 1, 2007,
the Issuer shall no longer purchase Residual Securities or any Additional Note
Balances in connection with any Advance Notes and no further Funding Dates shall
occur with respect thereto.



          SECTION 3. Representations. In order to induce the parties hereto to execute and
deliver this Amendment Number Three, each of the Issuer and the Depositor 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 Number Three, (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. Consent and Waiver. The Noteholder, as the sole Noteholder of 100% of the
Notes issued under the Indenture, hereby consents to this Amendment Number Three, without regard
to any adverse effect the substance of this Amendment Number Three may have on the Notes, and the
Noteholder waives the requirement under Section 11.02 of the Sale and Servicing Agreement




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that the Indenture Trustee and the Issuer receive an Opinion of Counsel for the benefit of the
Noteholder to the effect that this Amendment Number Three is authorized or permitted by the Sale
and Servicing Agreement.




          SECTION 5. Limited Effect. Except as expressly amended and modified by this Amendment
Number Three, the Sale and Servicing Agreement shall continue in full force and effect in
accordance with its terms. Reference to this Amendment Number Three 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 6. 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 7. THIS AMENDMENT NUMBER THREE 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 8. Counterparts. This Amendment Number Three 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 9. Limitation on Liability. It is expressly understood and agreed by the
parties hereto that (a) this Amendment Number Three is executed and delivered by Wilmington Trust
Company, not individually or personally, but solely as Owner Trustee of Option One Owner Trust
2001-1A 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




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failure of any obligation, representation, warranty or covenant made or undertaken by the Issuer
under this Amendment Number Three or any other related documents.




[signature page follows]




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          IN WITNESS WHEREOF, the parties hereto have caused this Amendment Number Three to be executed
and delivered by their duly authorized officers as of the day and year first above written.




	 	 	 	 	 	 	 
	 	 	OPTION ONE OWNER TRUST 2001-1A	 	 
	 
	 	 	 	 	 	 
	 	 	By: Wilmington Trust Company, not in its

individual capacity but solely as owner trustee	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	OPTION ONE LOAN WAREHOUSE LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ William L. O’Neill	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	William L. O’Neill	 	 
	 

	 	Title:
	 	Secretary, Treasurer	 	 
	 
	 	 	 	 	 	 
	 	 	OPTION ONE MORTGAGE CORPORATION	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ William L. O’Neill	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	William L. O’Neill	 	 
	 

	 	Title:
	 	Senior Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	WELLS FARGO BANK, N.A., as Indenture Trustee	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	Title: