Exhibit 10.5
AMENDMENT NUMBER TWO TO
AMENDED AND RESTATED NOTE PURCHASE AGREEMENT
This
Amendment Number Two (this “ Amendment ”), dated
as of October 1, 2007, amends the Amended and Restated Note
Purchase Agreement, dated as of April 16, 2004 (the “
Agreement ”), among Option One Owner Trust 2001-1A, a
Delaware statutory trust (the “ Company ”),
Greenwich Capital Financial Products, Inc. a Delaware corporation
(the “ Purchaser ”) and Option One Loan
Warehouse LLC (formerly known as Option One Loan Warehouse
Corporation), a California corporation (the “
Depositor ”).
RECITALS
WHEREAS,
the parties hereto have entered into the Agreement;
WHEREAS,
the parties hereto now wish to amend certain provisions in the
Agreement pursuant to Section 10.01 of the Agreement;
NOW,
THEREFORE, in consideration of the promises and mutual agreements
contained herein, the parties hereto agree to amend the Agreement
pursuant to Section 10.01 of the Agreement and restate certain
provisions thereof as follows:
SECTION
1. Defined Terms . Unless defined in this Amendment,
capitalized terms used in this Amendment (including the preamble)
shall have the meaning given such terms in the Agreement.
SECTION
2. Amendment . 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 definition of
“Maximum Note Principal Balance” in its entirety and
replacing it with the following:
“ Maximum Note Principal
Balance ” means an amount equal to $750,000,000, less the
aggregate amount outstanding from time to time under any secured
loan or repurchase facility entered into by Greenwich, or its
Affiliates, and Option One Mortgage Corporation, or its
Subsidiaries, including without limitation the Servicing Advance
Facility.
(ii) Section 3.02 of the
Agreement is hereby amended by adding the following new
subparagraph (e) to such Section:
(e) Notwithstanding any other term in
this Note Purchase Agreement, as of October 1, 2007, the
Issuer shall no longer purchase Residual Securities and Additional
Note Balances in connection with any Advance Notes under this
Agreement.
SECTION
3. Condition to Effectiveness . As a condition to the
effectiveness of this Amendment, the Purchaser shall have given its
consent.
