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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)&n
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