OMNIBUS AMENDMENT AND CONSENT AGREEMENT
This OMNIBUS AMENDMENT AND CONSENT AGREEMENT (the “Amendment and Consent”)
dated as of December 29,2006 is by and among Option One Owner Trust 2001-2 (the “ Issuer ”) Option One
Mortgage Corporation (“ OQMC ”), in its capacity as loan originator (in such capacity, the “ Loan Originator ”)
and as servicer (in such capacity, the “ Servicer ”), Option One Mortgage Capital Corporation (“ Capital ”),
Option One Loan Warehouse Corporation (the “ Depositor ”), Wells Fargo Bank, National Association
(successor to Wells Fargo Bank Minnesota, National Association), as indenture trustee (the “Indenture
Trustee”), and Bank of America, N.A. (the “ Purchaser ”). Capitalized terms used herein but not specifically
defined herein shall have the meanings given to such terms in the Sale and Servicing Agreement (as defined
below) or Indenture (as defined below).
A. The Issuer, OOMC, as the Servicer and as the Loan Originator, the Depositor and the Indenture
Trustee are parties to that certain Second Amended and Restated Sale and Servicing Agreement dated as of
March 8, 2005 (as amended, the “Sale and Servicing Agreement”).
B. The Issuer and the Indenture Trustee are parties to that certain Amended and Restated Indenture dated
as of November 25, 2003 (as amended, the “ Indenture ”).
C. The Purchaser, the Issuer, OOMC, as the Servicer and the Indenture Trustee, as both Indenture
Trustee and custodian, are parties to that certain Custodial Agreement dated as of April 1, 2001 (as amended,
the “ Custodial Agreement ”).
D. OOMC intends to transfer and assign to its wholly-owned subsidiary, Capital, and Capital intends to
accept and assume from OOMC, a portion of OOMC’s business.
E. OOMC has requested that the Depositor, the Purchaser, the Issuer and the Indenture Trustee consent
to certain amendments to the Sale and Servicing Agreement, the Indenture and the Custodial A