AMENDMENT NUMBER ONE
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 ONE (this “Amendment”) is made and is
effective as of this 29th day of June, 2005, among Option One Owner
Trust 2001-1A (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
April 29, 2005 (as so amended, the “Sale and Servicing
Agreement”), among the Issuer, the Depositor, the Loan
Originator, the Servicer and the Indenture Trustee, as otherwise
amended.
WHEREAS,
the parties hereto desire to amend the Sale and Servicing Agreement
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 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 June 29, 2005 the
following amendments shall be in full force and effect.
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(i)
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Section 1.01 of the Sale and
Servicing Agreement is hereby amended by adding the following
definitions:
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“Interest-Only
Loan” is a Loan which, by its terms, requires the related
Borrower to make monthly payments of only accrued interest for the
certain period of time following origination. After such
interest-only period, the loan terms provide that the
Borrower’s monthly payment will be recalculated to cover both
interest and principal so that such Loan will amortize fully on or
prior to its final payment date.”
“40/30
Loan” is a Loan which, by its terms, matures in
30 years, and requires the related borrower to make monthly
payments during such term calculated on
the basis of a
40-year amortization schedule, and accordingly provides for a
higher single payment at maturity.”
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(ii)
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Paragraph (xx) of
Exhibit E to the Sale and Servicing Agreement is hereby
amended in its entirety to read as follows:
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“(xx) Except
for Interest-Only Loans, Principal payments on the Loan commenced
no more than two months after the proceeds of the Loan were
disbursed. The Loan bears interest at the Loan Interest Rate. With
respect to each Loan unless otherwise stated on the Loan Schedule,
the Promissory Note is payable on the first day of each month in
Monthly Payments which, except for Balloon Loans, are sufficient to
fully amortize the original principal balance over the original
term thereof and to p
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