exv10w11



 





Exhibit 10.11




AMENDMENT NUMBER TWO

to the

AMENDED AND RESTATED SALE AND SERVICING AGREEMENT,

dated as of November 12, 2004,

among

OPTION ONE OWNER TRUST 2003-5,

OPTION ONE LOAN WAREHOUSE CORPORATION,

OPTION ONE MORTGAGE CORPORATION

and

WELLS FARGO BANK, N.A.




          This AMENDMENT NUMBER TWO (this “Amendment”) is made and is effective as of this
10th day of November, 2006 among Option One Owner Trust 2003-5 (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., (formerly known as 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 12, 2004 (as amended, the “Sale and
Servicing Agreement”), among the Issuer, the Depositor, the Loan Originator, the Servicer and the
Indenture Trustee.



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.




     (a) Section 1.01 of the Sale and Servicing Agreement is hereby amended by deleting in its
entirety the definition of “Revolving Period” and replacing it with the following:




     Revolving Period: With respect to the Notes, the period commencing on November 10, 2006
and ending on the earlier of (i) 364 days after such date, and (ii) the date on which the
Revolving Period is terminated pursuant to Section 2.07.



     (b) Article V of the Sale and Servicing Agreement is hereby amended by adding Section 5.07
following Section 5.06 to read in its entirety as follows:



          Section 5.07. Monthly Payment Information.




 









 









     The Servicer shall provide to Citigroup Global Markets Realty Corp within one (1)
Business Day of any request, updated payment information regarding any of the Loans,
including current paid-through information.



     SECTION 3. Representations. In order to induce the parties hereto to execute and
deliver this Amendment, each of the Issuer and the Depositor hereby jointly and severally
represents to the other parties hereto and the Noteholders 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 terms and conditions of the Sale and Servicing Agreement.



          SECTION 4. Guaranty. Reference is hereby made to that certain Guaranty, dated as of
November 1, 2003 (the “Guaranty”), made by H&R Block, Inc. in favor of Wells Fargo Bank Minnesota,
National Association, as indenture trustee. H&R Block, Inc., as guarantor pursuant to the
Guaranty, hereby consents to this Amendment and acknowledges and agrees that the Guaranty shall
remain in full force and effect and shall apply to all of the Guaranteed Obligations (as defined in
the Guaranty), as such term is amended or affected by this Amendment.




          SECTION 5. Limited Effect. Except as expressly amended and modified by this
Amendment, the Sale and Servicing Agreement shall continue in full force and effect in accordance
with its terms. Reference to this Amendment need not be made in the Sale and Servicing Agreement
or any other instrument or document executed in connection therewith or herewith, or in any
certificate, letter or communication issued or made pursuant to, or with respect to, the Sale and
Servicing Agreement, any reference in any of such items to the Sale and Servicing Agreement being
sufficient to refer to the Sale and Servicing Agreement as amended hereby.




          SECTION 6. Fees and Expenses. The Issuer and the Depositor jointly and severally
covenant to pay as and when billed by the Initial Noteholder all of the reasonable out-of-pocket
costs and expenses incurred in connection with the transactions contemplated hereby and in the
other Basic Documents including, without limitation, (i) all reasonable fees, disbursements and
expenses of counsel to the Initial Noteholder, (ii) all reasonable fees and expenses of the
Indenture Trustee and Owner Trustee and their counsel and (iii) all reasonable fees and expenses of
the Custodian and its counsel.




          SECTION 7. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE CONFLICT OF LAWS DOCTRINE
APPLIED IN SUCH STATE.




          SECTION 8. Counterparts. This Amendment may be executed by each of the parties
hereto on any number of separate counterparts, each of which shall be an original and all of which
taken together shall constitute one and the same instrument.




          SECTION 9. Limitation on Liability. It is expressly understood and agreed by the
parties hereto that (a) this Amendment is executed and delivered by Wilmington Trust




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Company, not individually or personally, but solely as Owner Trustee of Option One Owner Trust
2003-5 in the exercise of the powers and authority conferred and vested in it, (b) each of the
representations, undertakings and agreements herein made on the part of the Issuer is made and
intended not as personal representations, undertakings and agreements by Wilmington Trust Company
but is made and intended for the purpose for binding only the Issuer, (c) nothing herein contained
shall be construed as creating any liability on Wilmington Trust Company, individually or
personally, to perform any covenant either expressed or implied contained herein, all such
liability, if any, being expressly waived by the parties hereto and by any Person claiming by,
through or under the parties hereto and (d) under no circumstances shall Wilmington Trust Company
be personally liable for the payment of any indebtedness or expenses of the Issuer or be liable for
the breach or failure of any obligation, representation, warranty or covenant made or undertaken by
the Issuer under this Amendment or any other related documents.




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          IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed and delivered
by their duly authorized officers as of the day and year first above written.




	 	 	 	 	 	 	 
	 	 	OPTION ONE OWNER TRUST 2003-5	 	 
	 
	 	 	 	 	 	 
	 	 	By: Wilmington Trust Company, not in its

individual capacity but solely as owner

trustee	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	OPTION ONE LOAN WAREHOUSE
CORPORATION	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	OPTION ONE MORTGAGE CORPORATION	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	WELLS FARGO BANK, N.A., as Indenture Trustee	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:	 	 	 	 






Acknowledged and Agreed as

of the date first above written:




	 	 	 	 	 
	H&R BLOCK, INC.	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	Name:

	 	 

	 	 
	Title: