Exhibit
10.9
AMENDMENT NUMBER TEN
to
the
AMENDED AND RESTATED NOTE PURCHASE AGREEMENT,
dated
as of November 25, 2003
among
OPTION
ONE OWNER TRUST 2001-2,
OPTION
ONE LOAN WAREHOUSE CORPORATION
and
BANK
OF AMERICA, N.A.
This
AMENDMENT NUMBER TEN (this “Amendment”) is made and is
effective as of this 26 th day of October,
2007 (the “Effective Date”), among Option One Owner
Trust 2001-2 (the “Issuer”), Option One Loan Warehouse
LLC, as successor-by-conversion to Option One Loan Warehouse
Corporation (the “Depositor”) and Bank of America, N.A.
(the “Purchaser”) to the Amended and Restated Note
Purchase Agreement, dated as of November 25, 2003, as amended
(the “Note Purchase Agreement”), among the Issuer, the
Depositor and the Purchaser.
RECITALS
WHEREAS,
the Issuer has requested that the Purchaser agree to amend the Note
Purchase Agreement to reduce the Maximum Note Principal Balance
from $2,252,000,000 to $750,000,000, subject to certain terms and
conditions and the Purchaser has agreed to make such amendments,
subject to the terms and conditions of this Amendment.
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 capitalized terms used but not otherwise
defined herein shall have the respective meanings set forth in the
Note Purchase Agreement.
SECTION
2. Amendment. As of the Effective Date, Section 1.01 (Certain
Defined Terms) of the Note Purchase Agreement shall be amended by
deleting the definition of “Maximum Note Principal
Balance” in its entirety and replacing it with the
following:
“Maximum Note Principal
Balance” means $750,000,000 less any reductions pursuant to
Section 2.06 of the Sale and Servicing Agreement..
SECTION
3. Representations. To induce the Purchaser to execute and deliver
this Amendment, each of the Issuer and the Depositor hereby
represents to the Purchaser 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
