EXHIBIT 10.9
AMENDMENT NUMBER ONE
to the
AMENDED AND RESTATED SALE AND SERVICING AGREEMENT,
Dated as of November 25, 2003,
among
OPTION ONE OWNER TRUST 2001-2,
OPTION ONE LOAN WAREHOUSE CORPORATION,
OPTION ONE MORTGAGE CORPORATION
and
WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION
This
AMENDMENT NUMBER ONE (this “Amendment”) is made and is
effective as of this 30th day of April, 2004, 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 Minnesota, National
Association, as Indenture Trustee (the “Indenture
Trustee”), to the Amended and Restated Sale and Servicing
Agreement, dated as of November 25, 2003 (as amended, the
“Sale and Servicing Agreement”), among the Issuer, the
Depositor, the Loan Originator, the Servicer and the Indenture
Trustee, as otherwise amended.
RECITALS
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 of 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 .
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(a)
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Effective as of April 30, 2004,
Section 1.01 of the Sale and Servicing Agreement is hereby
amended by deleting the definition of “Trust Accounts”
and replacing such definition with the following:
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“Trust
Accounts: The Distribution Account, the Collection Account, the
Advance Account and the Transfer Obligation
Account.”
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(b)
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Effective as of April 30, 2004,
Section 2.06(a) of the Sale and Servicing Agreement is hereby
amended by deleting the first paragraph of such Section and
replacing it in its entirety with the following:
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“Two
(2) Business Days prior to each Transfer Date, the Issuer
shall give notice to the Initial Noteholder of such upcoming
Transfer Date and provide an estimate of the number of Loans and
aggregate Principal Balance of such Loans to be transferred on such
Transfer Date. On the Business Day prior to each Transfer Date, the
Issuer shall provide the Initial Noteholder a final Loan Schedule
with respect to the Loans to be transferred on such Transfer Date.
On each Transfer Date, the Depositor or the applicable QSPE
Affiliate shall convey to the Issuer, the Loans and the other
property and rights related thereto described in the related
S&SA Assignment, and the Issuer, only upon the satisfaction of
each of the conditions set forth below on or prior to such Transfer
Date, shall deposit or cause to be deposited cash in the amount of
the Additional Note Principal Balance received from the Initial
Noteholder in the Advance Account in respect thereof, and the
Paying Agent shall, promptly after such deposit, withdraw the
amount deposited in respect of applicable Additional Note Principal
Balance from the Advance Account, and distribute such amount to or
at the direction of the Depositor or the applicable QSPE Affiliate
in payment of the Sales Price for the related Loans. If amounts are
withdrawn from the Advance Account in payment of the Sales Price of
any Wet Funded Loan that is not actually funded to the related
Borrower on the date of withdrawal, the Loan Originator shall
redeposit or cause to be redeposited suc
