exv10w9



 





Exhibit 10.9




EXECUTION COPY




AMENDMENT NUMBER ONE

to the

RECEIVABLES PURCHASE AGREEMENT

dated as of October 1, 2007,

among

OPTION ONE ADVANCE TRUST 2007-ADV2,

OPTION ONE ADVANCE CORPORATION,

and

OPTION ONE MORTGAGE CORPORATION




          This AMENDMENT NUMBER ONE (this “Amendment”) is made and is effective as of this
24th day of December, 2007, between Option One Advance Trust 2007-ADV2 (the
“Issuer”), Option One Advance Corporation (the “Depositor”), and Option One
Mortgage Corporation (the “Seller”) to the Receivables Purchase Agreement, dated as of
October 1, 2007 (the “Receivables Purchase Agreement”), among the Issuer, the
Depositor and the Seller.




RECITALS




          WHEREAS, on the terms and conditions set forth herein, the Issuer, the Depositor and the
Seller desire to amend the Receivables Purchase Agreement as provided herein;




          NOW THEREFORE, the parties hereto hereby agree as follows:




          SECTION 1. Defined Terms. As used in this Amendment, capitalized terms have the
same meanings assigned thereto in the Receivables Purchase Agreement.




          SECTION 2. Amendments.




          (a) Section 1.01 of the Receivables Purchase Agreement is hereby amended by
replacing the definition of “Initial Purchaser” with the following definition:





“Initial Purchasers”: means Greenwich Capital Financial Products, Inc.
and The CIT Group/Business Credit, Inc.”




          (b) Section 8.01(a) of the Receivables Purchase Agreement is hereby amended by
deleting such provision in its entirety and replacing it with the following:





“such information (including financial information), documents, records
or reports with respect to the Aggregate Receivables, the Securitization
Trusts, the Seller, the Servicer as the Issuer, the Depositor, the
Indenture Trustee, the Agent, the Initial Purchasers or the Secured
Parties may from time to time reasonably request;”



          (c) Section 8.03 of the Receivables Purchase Agreement is hereby amended by
deleting the first paragraph of such provision in its entirety and replacing it with the
following:




 









 






“The Seller shall, at any time and from time to time during regular business
hours, or at such other reasonable times upon reasonable notice to the
Seller, permit the Depositor, the Issuer, the Indenture Trustee, the Agent,
the Initial Purchasers or the Secured Parties, or their agents or
representatives, at the Seller’s expense (not to exceed $25,000 in any
calendar year with regard to any parties for any calendar year); provided,
that no such limit shall apply after an Event of Default, but only so long
as that does not unreasonably interfere with the Seller’s conduct of its
business:”



          (d) Section 8.04 of the Receivables Purchase Agreement is hereby amended by
deleting the last sentence of such provision in its entirety and replacing it with the
following:





“The Seller agrees to take any and all acts and to execute any and all
further instruments reasonably necessary or requested by the Depositor, the
Issuer, the Indenture Trustee, the Agent, the Initial Purchasers or the
Secured Parties to more fully effect the purposes of this Agreement.”



          (e) Section 10.01 (b) of the Receivables Purchase Agreement is hereby amended
by deleting the second sentence of such provision in its entirety and replacing it with the
following:





“Indemnified Party” means any of the Depositor, the Issuer, the
Indenture Trustee, the Owner Trustee, the Agent, the Initial Purchasers and
the Secured Parties and their officers, employees, directors and successors
or assigns.”



          (f) Schedule I of the Receivables Purchase Agreement is hereby amended by
adding the following additional notice party to clauses 6 and 7 thereof:



The CIT Group/Business Credit, Inc.

11 West 42nd Street,
13th floor

New York, NY 10036 
Attention:   Howard Trebach

Facsimile:    (212) 461-7760

Telephone:  (212) 461-7753




     With Copy To:


The CIT Group/Business Credit, Inc.

11 West 42nd Street,
13th floor 
New York, NY
10036 
Attention: Jorge S. Wagner

Facsimile: (212)771-9517 
Telephone:
(212) 771-9520




          SECTION 3. Limited Effect. Except as expressly amended and modified by this Amendment,
the Receivables Purchase Agreement shall continue in full force and effect in accordance with its
terms. Reference to this Amendment need not be made in the Receivables





2









 







Purchase Agreement or any other instrument or document executed in connection therewith, or in any
certificate, letter or communication issued or made pursuant to, or with respect to, the
Receivables Purchase Agreement, any reference in any of such items to the Receivables Purchase
Agreement being sufficient to refer to the Receivables Purchase Agreement as amended hereby.




          SECTION 4. 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.




          SECTION 5. Counterparts. This Amendment may be executed by each of the parties hereto
in any number of separate counterparts, each of which when so executed shall be an original and
all of which taken together shall constitute one and the same instrument.




          SECTION 6. 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 the Issuer 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.




3









 








     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 ADVANCE TRUST 2007-ADV2



By: Wilmington Trust Company, not in its 
individual
capacity but solely as Owner Trustee

 	 
	 	By:  	/s/ Roseline K. Maney
 	 
	 	 	Name:  	Roseline K. Maney 	 
	 	 	Title:  	Vice President 	 
	 
	 
	 	OPTION ONE ADVANCE CORPORATION

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 
	 	OPTION ONE MORTGAGE CORPORATION

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 	 	 
	 	Consented to by:



GREENWICH CAPITAL FINANCIAL

PRODUCTS, INC.,

as Agent and Noteholder

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Amendment No. 1 to Receivables Purchase Agreement













 








     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 ADVANCE TRUST 2007-ADV2



By: Wilmington Trust Company, not in its individual

capacity but solely as Owner Trustee

 	 
	 	By:  	 
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 
	 	OPTION ONE ADVANCE CORPORATION

 	 
	 	By:  	/s/ Fabiola Camperi	 
	 	 	Name:  	Fabiola Camperi 	 
	 	 	Title:  	President 	 
	 
	 
	 	OPTION ONE MORTGAGE CORPORATION

 	 
	 	By:  	/s/ Fabiola Camperi 	 
	 	 	Name:  	Fabiola Camperi 	 
	 	 	Title:  	President 	 
	 



	 	 	 	 	 	 	 
	 	Consented to by:



GREENWICH CAPITAL FINANCIAL

PRODUCTS, INC.,

as Agent and Noteholder

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Amendment No. 1 to Receivables Purchase Agreement













 








     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 ADVANCE TRUST 2007-ADV2



By: Wilmington Trust Company, not in its individual

capacity but solely as Owner Trustee

 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 
	 	OPTION ONE ADVANCE CORPORATION

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 
	 	OPTION ONE MORTGAGE CORPORATION

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 	 	 
	Consented to by:



GREENWICH CAPITAL FINANCIAL

PRODUCTS, INC.,

as Agent and Noteholder

 	 	 
	By:  	/s/ Dominic Obaditch	 	 
	 	Name:  	DOMINIC OBADITCH	 	 
	 	Title:  	M.D.	 	 
	 



Greenwich Capital Corporate Services, Inc.
as attorney-in-fact.




Amendment No. 1 to Receivables Purchase Agreement