exv10w23



 





Exhibit 10.23




      




NOTE PURCHASE AGREEMENT




among




OPTION ONE OWNER TRUST 2007-5A

as Issuer




and




OPTION ONE LOAN WAREHOUSE CORPORATION

as Depositor




and




CITIGROUP GLOBAL MARKETS REALTY CORP.

as purchaser




Dated as of January 1, 2007




OPTION ONE OWNER TRUST 2007-5A

MORTGAGE-BACKED NOTES




      




 









 






TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page	 
	ARTICLE I
	 	 	 	 
	 
	 	 	 	 
	DEFINITIONS
	 	 	 	 
	 
	 	 	 	 
	SECTION 1.01. Certain Defined Terms
	 	 	1	 
	SECTION 1.02. Other Definitional Provisions
	 	 	2	 
	 
	 	 	 	 
	ARTICLE II
	 	 	 	 
	 
	 	 	 	 
	COMMITMENT; CLOSING AND PURCHASES OF ADDITIONAL NOTE PRINCIPAL BALANCES
	 	 	 	 
	 
	 	 	 	 
	SECTION 2.01. Commitment; Collateral Value Increase Dates
	 	 	3	 
	SECTION 2.02. Closing
	 	 	3	 
	 
	 	 	 	 
	ARTICLE III
	 	 	 	 
	 
	 	 	 	 
	TRANSFER DATES
	 	 	 	 
	 
	 	 	 	 
	SECTION 3.01. Transfer Dates
	 	 	3	 
	 
	 	 	 	 
	ARTICLE IV
	 	 	 	 
	 
	 	 	 	 
	CONDITIONS PRECEDENT TO EFFECTIVENESS OF COMMITMENT
	 	 	 	 
	 
	 	 	 	 
	SECTION 4.01. Closing Subject to Conditions Precedent
	 	 	5	 
	 
	 	 	 	 
	ARTICLE V
	 	 	 	 
	 
	 	 	 	 
	REPRESENTATIONS AND WARRANTIES OF THE ISSUER AND THE DEPOSITOR
	 	 	 	 
	 
	 	 	 	 
	SECTION 5.01. Issuer
	 	 	7	 
	SECTION 5.02. Securities Act
	 	 	9	 
	SECTION 5.03. No Fee
	 	 	10	 
	SECTION 5.04. Information
	 	 	10	 
	SECTION 5.05. The Purchased Note
	 	 	10	 
	SECTION 5.06. Use of Proceeds
	 	 	10	 
	SECTION 5.07. The Depositor
	 	 	10	 
	SECTION
5.08. Taxes, etc.
	 	 	10	 
	SECTION 5.09. Financial Condition
	 	 	10	 






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	 	 	Page	 
	ARTICLE VI
	 	 	 	 
	 
	 	 	 	 
	REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE PURCHASER
	 	 	 	 
	 
	 	 	 	 
	SECTION 6.01. Organization
	 	 	11	 
	SECTION
6.02. Authority, etc.
	 	 	11	 
	SECTION 6.03. Securities Act
	 	 	11	 
	SECTION 6.04. Conflicts With Law
	 	 	12	 
	SECTION
6.05. Conflicts With Agreements, etc.
	 	 	12	 
	 
	 	 	 	 
	ARTICLE VII
	 	 	 	 
	 
	 	 	 	 
	COVENANTS OF THE ISSUER AND THE DEPOSITOR
	 	 	 	 
	 
	 	 	 	 
	SECTION 7.01. Information from the Issuer
	 	 	12	 
	SECTION 7.02. Access to Information
	 	 	13	 
	SECTION 7.03. Ownership and Security Interests; Further Assurances
	 	 	13	 
	SECTION 7.04. Covenants
	 	 	13	 
	SECTION 7.05. Amendments
	 	 	13	 
	SECTION 7.06. With Respect to the Exempt Status of the Purchased Note
	 	 	13	 
	 
	 	 	 	 
	ARTICLE VIII
	 	 	 	 
	 
	 	 	 	 
	ADDITIONAL COVENANTS
	 	 	 	 
	 
	 	 	 	 
	SECTION 8.01. Legal Conditions to Closing
	 	 	14	 
	SECTION 8.02. Expenses
	 	 	14	 
	SECTION 8 03 Mutual Obligations
	 	 	14	 
	SECTION 8.04. Restrictions on Transfer
	 	 	15	 
	SECTION 8.05. [Reserved]
	 	 	15	 
	SECTION
8.06.  Information Provided by the Purchaser
	 	 	15	 
	 
	 	 	 	 
	ARTICLE IX
	 	 	 	 
	 
	 	 	 	 
	INDEMNIFICATION
	 	 	 	 
	 
	 	 	 	 
	SECTION
9.01.  Indemnification of Purchaser
	 	 	15	 
	SECTION
9.02.  Procedure and Defense
	 	 	15	 
	 
	 	 	 	 
	ARTICLE X
	 	 	 	 
	 
	 	 	 	 
	MISCELLANEOUS
	 	 	 	 
	 
	 	 	 	 
	SECTION
10.01.  Amendments
	 	 	16	 
	SECTION 10.02. Notices
	 	 	16	 
	SECTION 10.03. No Waiver; Remedies
	 	 	17	 
	SECTION
10.04.  Binding Effect; Assignability
	 	 	17	 






ii









 






	 	 	 	 	 
	 	 	Page	 
	SECTION 10.05. Provision of Documents and Information
	 	 	17	 
	SECTION 10.06. GOVERNING LAW; JURISDICTION
	 	 	17	 
	SECTION
10.07.  No Proceedings
	 	 	18	 
	SECTION
10.08.  Execution in Counterparts
	 	 	18	 
	SECTION
10.09.  No Recourse — Purchaser and Depositor
	 	 	18	 
	SECTION 10.10. Survival
	 	 	19	 
	SECTION
10.11.  Tax Characterization
	 	 	19	 
	SECTION 10.12. Conflicts
	 	 	19	 
	SECTION 10.13. Limitation on Liability
	 	 	19	 






Schedule I                     Information for Notices




iii









 





NOTE PURCHASE AGREEMENT




     
NOTE PURCHASE AGREEMENT dated as of January 1, 2007 (the
“Note Purchase Agreement”),
among OPTION ONE OWNER TRUST 2007-5A (the “Issuer”), OPTION ONE LOAN WAREHOUSE CORPORATION
(the “Depositor”), and CITIGROUP GLOBAL MARKETS REALTY CORP. (“Citigroup.” and in
its capacity as Purchaser hereunder, the “Purchaser”).



     
The parties hereto agree as follows:



ARTICLE I




DEFINITIONS




     
SECTION 1.01. Certain Defined Terms. Capitalized terms used herein
without definition shall have the meanings set forth in the Indenture and the Sale and Servicing
Agreement (as defined below). Additionally, the following terms shall have the following meanings:



     “Closing” shall have the meaning set forth in Section 2.02.



     “Closing
Date” shall have the meaning set forth in Section 2.02.



     “
Commitment” means the commitment of the Purchaser to purchase Additional Note Principal
Balances pursuant to Section 2.01.



     “
Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.



     
“Governmental Actions” means any and all consents, approvals, permits, orders,
authorizations, waivers, exceptions, variances, exemptions or licenses of, or registrations,
declarations or filings with, any Governmental Authority required under any Governmental Rules.



     
“Governmental Authority”  means the United States of America, any state or other
political subdivision thereof and any entity exercising executive, legislative, judicial,
regulatory or administrative functions of or pertaining to government and having jurisdiction over
the applicable Person.



     
“Governmental Rules” means any and all laws, statutes, codes, rules, regulations,
ordinances, orders, writs, decrees and injunctions, of any Governmental Authority and any and all
legally binding conditions, standards, prohibitions, requirements and judgments of any
Governmental Authority.



     
“Indemnified Party” means the Purchaser and any of its officers, directors, employees,
agents, representatives, assignees and Affiliates and any Person who controls the Purchaser or its
Affiliates within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange
Act.



 









 





     “
Indenture” means the Indenture dated as of January 1, 2007 between the Issuer as
Issuer and Wells Fargo Bank, N.A. as Indenture Trustee.



     
“
Investment Company Act” shall have the meaning provided in Section 5.01(i).



     “
Lien” means, with respect to any asset, (a) any mortgage, lien, pledge, charge, security
interest, hypothecation, option or encumbrance of any kind in respect of such asset or (b) the
interest of a vendor or lessor under any conditional sale agreement, financing lease or other
title retention agreement relating to such asset.



     “
Loan Originator” means each of Option One Mortgage Corporation, a California corporation and
Option One Mortgage Capital Corporation, a Delaware corporation, and their respective successors
and assigns, jointly and severally.



     
“
Maximum Note Principal Balance”  means an amount equal to $1,000,000,000.


     
“Purchaser” means the Purchaser and its permitted successors and assigns.



     “

Purchased Note” means the Option One Owner Trust 2007-5A Mortgage-Backed Note issued by the
Issuer pursuant to the Indenture.



     “
Sale and Servicing Agreement” means the Sale and Servicing Agreement dated as of
January 1, 2007, among the Issuer, the Depositor, the Loan Originator, the Servicer and Wells
Fargo Bank, N.A. as the Indenture Trustee, as the same may be amended, modified or supplemented
from time to time.



     “Servicer” means Option One Mortgage Corporation or its permitted successors and
assigns.



     SECTION
1.02. Other Definitional Provisions.



     (a) All terms defined in this Note Purchase Agreement shall have the defined meanings when
used in any certificate or other document made or delivered pursuant hereto unless otherwise
defined therein.



     (b) As used herein and in any certificate or other document made or delivered pursuant hereto
or thereto, accounting terms not defined in Section 1.01, and accounting terms partially defined in
Section 1.01 to the extent not defined, shall have the respective meanings given to them under
generally accepted accounting principles. To the extent that the definitions of accounting terms
herein are inconsistent with the meanings of such terms under generally accepted accounting
principles, the definitions contained herein shall control.



     (c) The words “hereof,” “herein” and “hereunder” and words of similar import when used in this
Note Purchase Agreement shall refer to this Note Purchase Agreement as a whole and not to any
particular provision of this Note Purchase Agreement; and Section, subsection, Schedule and Exhibit
references contained in this Note Purchase Agreement are



2









 




references to Sections, subsections, schedules and Exhibits in or to this Note Purchase
Agreement unless otherwise specified.




ARTICLE II




COMMITMENT; CLOSING AND PURCHASES OF

ADDITIONAL NOTE PRINCIPAL BALANCES




     
SECTION 2.01. Commitment; Collateral Value Increase Dates.



     (a) At any time during the Revolving Period at least two Business Days prior to a proposed
Transfer Date, to the extent that the aggregate outstanding Note Principal Balance (after giving
effect to the proposed purchase) is less than the Maximum Note Principal Balance, and subject to
the terms and conditions hereof and in accordance with the other Basic Documents, the Issuer may
request that the Purchaser purchase Additional Note Principal Balances (each such request, a
“Purchase Request”). Each Purchase Request shall identify the proposed Transfer Date and an
estimate of the number of Loans and aggregate Principal Balance of such Loans to be purchased by
the Issuer on such Transfer Date. On the identified Transfer Date, the Purchaser agrees to purchase
the Additional Note Principal Balances requested in the Purchase Request, subject to the terms and
conditions and in reliance upon the covenants, representations and warranties set forth herein and
in the other Basic Documents.



     (b) On any Collateral Value Increase Date during the Revolving Period, to the extent that the
Note Principal Balance (after giving effect to the proposed increase in the Note Principal Balance)
is less than the Maximum Note Principal Balance, and subject to the terms and conditions hereof and
in accordance with the other Basic Documents, the Issuer may request that the Purchaser purchase
Additional Note Principal Balances equal to the related increase in the Collateral Percentage of
the related Loans. The Purchaser may in its sole discretion agree to purchase such Additional Note
Principal Balances.



     SECTION 2.02. Closing. The closing (the “Closing”) of the execution of
the Basic Documents and Purchased Note shall take place at 10:00 a.m. at the offices of Thacher
Proffitt & Wood, Two World Financial Center, New York, New York 10281 on January 31, 2007, or if
the conditions to closing set forth in Article IV of this Note Purchase Agreement shall not have
been satisfied or waived by such date, as soon as practicable after such conditions shall have
been satisfied or waived, or at such other time, date and place as the parties shall agree upon
(the date of the Closing being referred to herein as the “Closing Date”).



ARTICLE III




TRANSFER DATES




     SECTION 3.01. Transfer Dates.



     (a) Subject to the conditions and terms set forth herein and in Section 2.06 of the Sale and
Servicing Agreement with respect to each Transfer Date, the Issuer may request,



3









 




and the Purchaser agrees to purchase Additional Note Principal Balances from the Issuer from time
to time in accordance with, and upon the satisfaction, as of the applicable Transfer Date, of each
of the following additional conditions:




          (i) With respect to each Transfer Date, each condition set forth in Section 2.06 of the Sale
and Servicing Agreement shall have been satisfied;




          (ii) Each of the representations and warranties of the Issuer, the Servicer, the Loan
Originator and the Depositor made in the Basic Documents shall be true and correct in all material
respects as of such date (except to the extent they expressly relate to an earlier or later time);




          (iii) The Issuer, the Servicer, the Loan Originator and the Depositor shall be in material
compliance with all of their respective covenants contained in the Basic Documents and the
Purchased Note;




          (iv) No Event of Default and no Default shall have occurred or shall be occurring;




          (v) With respect to each Transfer Date, the Purchaser shall have received evidence reasonably
satisfactory to it of the completion of all recordings, registrations, and filings as may be
necessary or, in the reasonable opinion of the Purchaser, desirable to perfect or evidence the
assignments required to be effected on such Transfer Date in accordance with the Sale and
Servicing Agreement including, without limitation, the assignment of the Loans and the proceeds
thereof required to be assigned pursuant to the related LPA Assignment, S&SA Assignment and the
Indenture;




          (vi) Each Loan (i) has been originated in accordance with the Underwriting Guidelines and
(ii) is not “abusive” or “predatory”; and




     (b) The Purchaser shall determine in its reasonable discretion whether each of the above
conditions have been met in accordance with the Sale and Servicing Agreement and its determination
shall be binding on the parties hereto.



     (c) The price paid by the Purchaser on each Transfer Date for the Additional Note Principal
Balance purchased on such Transfer Date shall be equal to the amount of such Additional Note
Principal Balance and shall be remitted not later than 4:00 p.m. New York City time on the Transfer
Date by wire transfer of immediately available funds to the Advance Account.



     (d) The Purchaser shall record on the schedule attached to the Purchased Note, the date and
amount of any Additional Note Principal Balance purchased by it; provided, that failure to
make such recordation on such schedule or any error in such schedule shall not adversely affect the
Purchaser’s rights with respect to its Note Principal Balance and its right to receive interest
payments in respect of the Note Principal Balance actually held. Absent manifest error, the Note
Principal Balance of the Purchased Note as set forth in the Purchaser’s records



4









 




shall be binding upon the parties hereto, notwithstanding any notation or record made or
kept by any other party hereto.




ARTICLE IV




CONDITIONS PRECEDENT TO

EFFECTIVENESS OF COMMITMENT




     SECTION 4.01. Closing Subject to Conditions Precedent. The effectiveness of the Commitment
hereunder is subject to the satisfaction at the time of the Closing of the following conditions
(any or all of which may be waived by the Purchaser in its sole discretion):



     (a) Performance by the Issuer, the Depositor, the Servicer and the Loan Originator.
All the terms, covenants, agreements and conditions of the Basic Documents to be complied with and
performed by the Issuer, the Depositor, the Servicer and the Loan Originator on or before the
Closing Date shall have been complied with and performed in all material respects.



     (b) Representations and Warranties. Each of the representations and warranties of the
Issuer, the Depositor, the Servicer and the Loan Originator made in the Basic Documents shall be
true and correct in all material respects as of the Closing Date (except to the extent they
expressly relate to an earlier or later time).



     (c) Officer’s Certificate. The Purchaser shall have received in form and substance
reasonably satisfactory to the Purchaser an Officer’s Certificate from the Loan Originator, the
Depositor and the Servicer and a certificate of an Authorized Officer of the Issuer, dated the
Closing Date, certifying to the satisfaction of the conditions set forth in the preceding
paragraphs (a) and (b).



     (d) Opinions of Counsel to the Issuer, the Loan Originator, the Servicer and the
Depositor. Counsel to the Issuer, the Loan Originator, the Servicer and the Depositor shall
have delivered to the Purchaser favorable opinions, dated as of the Closing Date and reasonably
satisfactory in form and substance to the Purchaser and its counsel. In addition to the foregoing,
the Loan Originator shall have caused its counsel to deliver to the Purchaser a favorable opinion
to the effect that the Issuer will not be treated as an association (or publicly traded
partnership) taxable as a corporation or as a taxable mortgage pool, for federal income tax
purposes.



     (e) Opinions of Counsel to the Indenture Trustee. Counsel to the Indenture Trustee
shall have delivered to the Purchaser a favorable opinion, dated as of the Closing Date and
reasonably satisfactory in form and substance to the Purchaser and its counsel.



     (f) Opinions of Counsel to the Owner Trustee. Delaware counsel to the Owner Trustee of
the Issuer and the Depositor shall have delivered to the Purchaser favorable opinions regarding the
formation, existence and standing of the Issuer and the Depositor and of the Issuer’s and the
Depositor’s execution, authorization and delivery of each of the Basic Documents to which it is a
party and such other matters as the Purchaser may reasonably request,



5









 




dated as of the Closing Date and reasonably satisfactory in form and substance to the Purchaser
and its counsel.




     (g) Filings and Recordations. The Purchaser shall have received evidence reasonably
satisfactory to it of (i) the completion of all recordings, registrations, and filings as may be
necessary or, in the reasonable opinion of the Purchaser, desirable to perfect or evidence the
assignment by the Loan Originator to the Depositor of the Loan Originator’s ownership interest in
the Trust Estate including, without limitation, the Loans conveyed pursuant to the Loan Purchase
Agreement and the proceeds thereof, (ii) the completion of all recordings, registrations and
filings as may be necessary or, in the reasonable opinion of the Purchaser, desirable to perfect
or evidence the assignment by the Depositor to the Issuer of the Depositor’s ownership interest in
the Trust Estate including, without limitation, the Loans and the proceeds thereof and (iii) the
completion of all recordings, registrations, and filings as may be necessary or, in the reasonable
opinion of the Purchaser, desirable to perfect or evidence the grant of a first priority perfected
security interest in the Issuer’s ownership interest in the Trust Estate including, without
limitation, the Loans, in favor of the Indenture Trustee, subject to no Liens prior to the Lien of
the Indenture.



     (h) Documents. The Purchaser shall have received a duly executed counterpart of each
of the Basic Documents, in form acceptable to the Purchaser, the Purchased Note and each and every
document or certification delivered by any party in connection with any of the Basic Documents or
the Purchased Note, and each such document shall be in full force and effect.



     (i) Actions or Proceedings. No action, suit, proceeding or investigation by or before
any Governmental Authority shall have been instituted to restrain or prohibit the consummation of,
or to invalidate, any of the transactions contemplated by the Basic Documents, the Purchased Note
and the documents related thereto in any material respect.



     (j) Approvals and Consents. All Governmental Actions of all Governmental Authorities
required with respect to the transactions contemplated by the Basic Documents, the Purchased Note
and the documents related thereto shall have been obtained or made.



     (k) Accounts. The Purchaser shall have received evidence reasonably satisfactory to
it that each Trust Account has each been established in accordance with the terms of the Sale and
Servicing Agreement.



     (1) Fees and Expenses. The fees and expenses payable by the Issuer and the Depositor
pursuant to Section 8.02(b) shall have been paid.



     (m) Other Documents. The Issuer, the Loan Originator, the Depositor and the Servicer
shall have furnished to the Purchaser such other opinions, information, certificates and documents
as the Purchaser may reasonably request.



     (n) Proceedings in Contemplation of Sale of Purchased Note. All actions and
proceedings undertaken by the Issuer, the Loan Originator, the Depositor and the Servicer in



6









 




connection with the issuance and sale of the Purchased Note as herein contemplated shall be
reasonably satisfactory in all respects to the Purchaser and its counsel.




     (o) Financial Covenants. The Loan Originator and the Servicer shall be in compliance
with the financial covenants set forth in Section 7.02 of the Sale and Servicing Agreement.



     (p) Trust Accounts Control Agreements. The Purchaser shall have received control
agreements relating to the Trust Accounts reasonably satisfactory to the Purchaser.



     (q) Wet Funding Agreement. The Issuer, the Depositor, the Loan Originator and such
other appropriate parties shall have entered into an agreement concerning the terms, conditions
and procedures applicable to the sale of Wet Funded Loans to the Issuer and the pledge of such
Loans to the Indenture Trustee reasonably satisfactory to the Purchaser.



     (r) Underwriting Guidelines. The Purchaser shall have received a copy of the current
Underwriting Guidelines.



     If any condition specified in this Section 4.01 shall not have been fulfilled when and as
required to be fulfilled through no fault of the Purchaser, this Agreement may be terminated by
the Purchaser by notice to the Loan Originator at any time at or prior to the Closing Date, and
the Purchaser shall incur no liability as a result of such termination.



ARTICLE V




REPRESENTATIONS AND WARRANTIES OF

THE ISSUER AND THE DEPOSITOR




     The Issuer and the Depositor hereby jointly and severally make the following
representations and warranties to the Purchaser, as of the Closing Date, and as of each Transfer
Date and the Purchaser shall be deemed to have relied on such representations and warranties in
making (or committing to make) purchases of Additional Note Principal Balances on each Transfer
Date:



     SECTION 5.01. Issuer.



     (a) The Issuer has been duly organized and is validly existing and in good standing as a
statutory trust under the laws of the State of Delaware, with requisite trust power and authority
to own its properties and to transact the business in which it is now engaged, and is duly
qualified to do business and is in good standing (or is exempt from such requirements) in each
State of the United States where the nature of its business requires it to be so qualified and the
failure to be so qualified and in good standing would have a material adverse effect on the Issuer
or any adverse effect on the interests of the Purchaser.



     (b) The issuance, sale, assignment and conveyance of the Purchased Note and the Additional
Note Principal Balances, the performance of the Issuer’s obligations under each




7









 






Basic Document to which it is a party and the consummation of the transactions therein
contemplated will not conflict with or result in a breach of any of the terms or provisions of, or
constitute a default under, or result in the creation or imposition of any Lien (other than any
Lien created by the Basic Documents), charge or encumbrance upon any of the property or assets of
the Issuer or any of its Affiliates pursuant to the terms of, any indenture, mortgage, deed of
trust, loan agreement or other agreement or instrument to which it or any of its Affiliates is
bound or to which any of its property or assets is subject, nor will such action result in any
violation of the provisions of its organizational documents or any Governmental Rule applicable to
the Issuer, in each case which could be expected to have a material adverse effect on the
transactions contemplated therein.



          (c) No Governmental Action which has not been obtained is required by or with respect to the
Issuer in connection with the execution and delivery to the Purchaser of the Purchased Note. No
Governmental Action which has not been obtained is required by or with respect to the Issuer in
connection with the execution and delivery of any of the Basic Documents to which the Issuer is a
party or the consummation by the Issuer of the transactions contemplated thereby except for any
requirements under state securities or “blue sky” laws in connection with any transfer of the
Purchased Note.




          (d) The Issuer possesses all material licenses, certificates, authorities or permits issued by
the appropriate state, federal or foreign regulatory agencies or bodies necessary to conduct the
business now operated by it, and has not received any notice of proceedings relating to the
revocation or modification of any such license, certificate, authority or permit which, singly or
in the aggregate, if the subject of an unfavorable decision, ruling or finding, would materially
and adversely affect its condition, financial or otherwise, or its earnings, business affairs or
business prospects.




          (e) Each of the Basic Documents to which the Issuer is a party has been duly authorized,
executed and delivered by the Issuer and is a valid and legally binding obligation of the Issuer,
enforceable against the Issuer in accordance with its terms, subject to enforcement of bankruptcy,
insolvency, reorganization, moratorium and other similar laws of general applicability relating to
or affecting creditors’ rights and to general principles of equity.




          (f) The execution, delivery and performance by the Issuer of each of its obligations under
each of the Basic Documents to which it is a party will not result in a breach or violation of any
of the terms and provisions of, or constitute a default under, any agreement or instrument to which
the Issuer is a party or by which the Issuer is bound or to which any of its properties are subject
or of any statute, order or regulation applicable to the Issuer of any court, regulatory body,
administrative agency or governmental body having jurisdiction over the Issuer or any of its
properties, in each case which could be expected to have a material adverse effect on any of the
transactions contemplated therein.




          (g) The Issuer is not in violation of its organizational documents or in default under any
agreement, indenture or instrument the effect of which violation or default would be material to
the Issuer or the transactions contemplated by the Basic
Documents. The Issuer is not a party to, bound by or in breach or violation of any indenture
or other agreement or instrument,




8









 









or subject to or in violation of any statute, order or regulation of any court, regulatory body,
administrative agency or governmental body having jurisdiction over the Issuer that materially and
adversely affects, or may in the future materially and adversely affect (i) the ability of the
Issuer to perform its obligations under any of the Basic Documents to which it is a party or (ii)
the business, operations, financial condition, properties, assets or prospects of the Issuer.



          (h) There are no actions or proceedings against, or investigations of, the Issuer pending, or,
to the knowledge of the Issuer threatened, before any Governmental Authority, court, arbitrator,
administrative agency or other tribunal (i) asserting the invalidity of any of the Basic Documents,
or (ii) seeking to prevent the issuance of the Purchased Note or the consummation of any of the
transactions contemplated by the Basic Documents or the Purchased Note, or (iii) that, if adversely
determined, could materially and adversely affect the business, operations, financial condition,
properties, assets or prospects of the Issuer or the validity or enforceability of, or the
performance by the Issuer of its respective obligations under, any of the Basic Documents to which
it is a party or (iv) seeking to affect adversely the income tax attributes of the Purchased Note.




          (i) The Issuer is not, and neither the issuance and sale of the Purchased Note to the
Purchaser nor the activities of the Issuer pursuant to the Basic Documents, shall render the Issuer
an “investment company” or under the “control” of an “investment company” as such terms are defined
in the Investment Company Act of 1940, as amended (the “Investment
Company Act”).




          (j) It is not necessary to qualify the Indenture under the Trust Indenture Act of 1939, as
amended.




          (k) The Issuer is solvent and has adequate capital for its business and undertakings.




          (l) The chief executive offices of the Issuer are located at Option One Owner Trust 2007-5A,
c/o Wilmington Trust Company, as Owner Trustee, One Rodney Square North, 1100 North Market Street,
Wilmington, Delaware 19890, or, with the consent of the Purchaser, such other address as shall be
designated by the Issuer in a written notice to the other parties hereto.




          (m) There are no contracts, agreements or understandings between the Issuer and any Person
granting such Person the right to require the filing at any time of a registration statement under
the Act with respect to the Purchased Note.




          SECTION 5.02. Securities Act. Assuming the accuracy of the representations and warranties of
and compliance with the covenants of the Purchaser, contained herein, the sale of the Purchased
Note and the sale of Additional Note Principal Balances pursuant to this Agreement are each exempt
from the registration and prospectus delivery requirements of the Act. In the case of the offer or
sale of the
Purchased Note, no form of general solicitation or general advertising was used by the Issuer,
any Affiliates of the Issuer or any person acting on its or their behalf, including, but not
limited to, advertisements, articles, notices




9









 









or other communications published in any newspaper, magazine or similar medium or broadcast over
television or radio, or any seminar or meeting whose attendees have been invited by any general
solicitation or general advertising. Neither the Issuer, any Affiliates of the Issuer nor any
Person acting on its or their behalf has offered or sold, nor will the Issuer or any Person acting
on its behalf offer or sell directly or indirectly, the Purchased Note or any other security in any
manner that, assuming the accuracy of the representations and warranties and the performance of the
covenants given by the Purchaser and compliance with the applicable provisions of the Indenture
with respect to each transfer of the Purchased Note, would render the issuance and sale of the
Purchased Note as contemplated hereby a violation of Section 5 of the Securities Act or the
registration or qualification requirements of any state securities laws, nor has any such Person
authorized, nor will it authorize, any Person to act in such manner.



          SECTION 5.03. No Fee. Neither the Issuer, nor the Depositor, nor any of their Affiliates has
paid or agreed to pay to any Person any compensation for soliciting another to purchase the
Purchased Note.




          SECTION 5.04. Information. The information provided pursuant to Section 7.01(a) hereof will,
at the date thereof, be true and correct in all material respects.




          SECTION 5.05. The Purchased Note. The Purchased Note has been duly and validly authorized,
and, when executed and authenticated in accordance with the terms of the Indenture, and delivered
to and paid for in accordance with this Note Purchase Agreement, will be duly and validly issued
and outstanding and will be entitled to the benefits of the Indenture.




          SECTION 5.06. Use of Proceeds. No proceeds of a purchase hereunder will be used (i) for a
purpose that violates or would be inconsistent with Regulations T, U or X promulgated by the Board
of Governors of the Federal Reserve System from time to time or (ii) to acquire any security in any
transaction in violation of Section 13 or 14 of the Exchange Act.




          SECTION 5.07. The Depositor. The Depositor hereby makes to the Purchaser each of the
representations, warranties and covenants set forth in Section 3.01 of the Sale and Servicing
Agreement as of the Closing Date and as of each Transfer Date (except to the extent that any such
representation, warranty or covenant is expressly made as of another date).




          SECTION 5.08. Taxes, etc. Any taxes, fees and other charges of Governmental Authorities
applicable to the Issuer and the Depositor, except for franchise or income taxes, in connection
with the execution, delivery and performance by the Issuer and the Depositor of each Basic Document
to which they are parties, the issuance of the Purchased Note or otherwise applicable to the Issuer
or the Depositor in connection with the Trust Estate have been paid or will be paid by the Issuer
or the Depositor, as applicable, at or prior to the Closing Date or Transfer Date, to the extent
then due.




          SECTION 5.09. Financial Condition. On the date hereof and on each Transfer Date, neither the
Issuer nor the Depositor is or will be insolvent or the subject of any voluntary or involuntary
bankruptcy proceeding.




10









 









ARTICLE VI




REPRESENTATIONS AND WARRANTIES

WITH RESPECT TO THE PURCHASER




          The Purchaser hereby makes the following representations and warranties, as to itself, to the
Issuer and the Depositor on which the same are relying in entering into this Note Purchase
Agreement.




          SECTION 6.01. Organization. The Purchaser has been duly organized and is validly existing and
in good standing under the laws of the jurisdiction of its organization with power and authority to
own its properties and to transact the business in which it is now engaged.




          SECTION 6.02. Authority, etc. The Purchaser has all requisite power and authority to enter
into and perform its obligations under this Note Purchase Agreement and to consummate the
transactions herein contemplated. The execution and delivery by the Purchaser of this Note Purchase
Agreement and the consummation by the Purchaser of the transactions contemplated hereby have been
duly and validly authorized by all necessary organizational action on the part of the Purchaser.
This Note Purchase Agreement has been duly and validly executed and delivered by the Purchaser and
constitutes a legal, valid and binding obligation of the Purchaser, enforceable against the
Purchaser in accordance with its terms, subject as to enforcement to bankruptcy, reorganization,
insolvency, moratorium and other similar laws of general applicability relating to or affecting
creditors’ rights and to general principles of equity. Neither the execution and delivery by the
Purchaser of this Note Purchase Agreement nor the consummation by the Purchaser of any of the
transactions contemplated hereby, nor the fulfillment by the Purchaser of the terms hereof, will
conflict with, or violate, result in a breach of or constitute a default under any term or
provision of the Purchaser’s organizational documents or any Governmental Rule applicable to the
Purchaser.




          SECTION 6.03. Securities Act. The Purchaser hereby represents and warrants to the Issuer,
the Depositor and the Servicer as of the date of this Agreement, as follows:




          (a) The Purchaser has such knowledge and experience in financial and business matters as to be
capable of evaluating the merits and risks of the purchase of an interest in the Note. The
Purchaser (i) is (A) a “qualified institutional buyer” as defined under Rule 144A promulgated under
the Securities Act of 1933, as amended (the “1933 Act”), acting for its own account or the accounts
of other “qualified institutional buyers” as defined under Rule 144A, or (B) an “accredited
investor” within the meaning of Regulation D promulgated under the 1933 Act, and (ii) is aware that
the Issuer intends to rely on the exemption from registration requirements under
the 1933 Act provided by Rule 144A or Regulation D, as applicable.




          (b) The Purchaser understands that neither the Note nor interests in the Note have been
registered or qualified under the 1933 Act, nor under the securities laws of any state, and
therefore neither the Note nor interests in the Note can be resold unless they are registered or
qualified thereunder or unless an exemption from registration or qualification is available.




11









 









          (c) It is the intention of the Purchaser to acquire interests in the Note (a) for investment
for its own account, or (b) for resale to “qualified institutional buyers” in transactions under
Rule 144A, and not in any event with the view to, or for resale in connection with, any
distribution thereof. The Purchaser understands that the Note and interests therein have not been
registered under the 1933 Act by reason of a specific exemption from the registration provisions of
the 1933 Act which depends upon, among other things, the bona fide nature of the Purchaser’s
investment intent (or intent to resell only in Rule 144A transactions) as expressed herein.




          SECTION 6.04. Conflicts With Law. The execution, delivery and performance by the Purchaser of
its obligations under this Note Purchase Agreement will not result in a breach or violation of any
of the terms or provisions of, or constitute a default under, any agreement or instrument to which
the Purchaser is a party or by which the Purchaser is bound or of any statute, order or regulation
applicable to the Purchaser of any court, regulatory body, administrative agency or governmental
body having jurisdiction over the Purchaser, in each case which could be expected to have a
material adverse effect on the transactions contemplated therein.




          SECTION 6.05. Conflicts With Agreements, etc. The Purchaser is not in violation of its
organizational documents or in default under any agreement, indenture or instrument the effect of
which violation or default would be materially adverse to the Purchaser in the performance of its
obligations or duties under any of the Basic Documents to which it is a party. The Purchaser is not
a party to, bound by or in breach or violation of any indenture or other agreement or instrument,
or subject to or in violation of any statute, order or regulation of any court, regulatory body,
administrative agency or governmental body having jurisdiction over the Purchaser that materially
and adversely affects, or which could be expected in the future to materially and adversely affect
the ability of the Purchaser to perform its obligations under this Note Purchase Agreement.




ARTICLE VII




COVENANTS OF THE ISSUER AND THE DEPOSITOR




          SECTION 7.01. Information from the Issuer. So long as the Purchased Note remains outstanding,
the Issuer and the Depositor shall each furnish to the Purchaser:




          (a) the financial information required to be delivered by the Servicer under Section 4.02(a)
of the Sale and Servicing Agreement;




          (b) such information (including financial information), documents, records or reports with
respect to the Trust Estate, the Loans, the Issuer, the Loan
Originator, the Servicer or the Depositor as the Purchaser may from time to time reasonably
request;




          (c) as soon as possible and in any event within five (5) Business Days after the occurrence
thereof, notice of each Event of Default under the Sale and Servicing Agreement or the Indenture,
and each Default; and




12









 









          (d) promptly and in any event within 30 days after the occurrence thereof, written notice of a
change in address of the chief executive office of the Issuer, the Loan Originator or the
Depositor.




          SECTION 7.02. Access to Information. So long as the Purchased Note remains outstanding, each
of the Issuer and the Depositor shall, at any time and from time to time during regular business
hours, or at such other reasonable times upon reasonable notice to the Issuer or the Depositor, as
applicable, permit the Purchaser, or their agents or representatives to:




          (a) examine all books, records and documents (including computer tapes and disks) in the
possession or under the control of the Issuer or the Depositor relating to the Loans or the Basic
Documents as may be requested, and




          (b) visit the offices and property of the Issuer and the Depositor for the purpose of
examining such materials described in clause (a) above.




          Except as provided in Section 10.05, information obtained by the Purchaser pursuant to this
Section 7.02 and Section 7.01 herein shall be held in confidence in accordance with and to the
extent provided in Sections 11.15 and 11.17 of the Sale and Servicing Agreement as if it
constituted “Confidential Information” (as defined therein).




          SECTION 7.03. Ownership and Security Interests; Further Assurances. The Depositor will take
all action necessary to maintain the Issuer’s ownership interest in the Loans and the other items
sold pursuant to Article II of the Sale and Servicing Agreement. The Issuer will take all action
necessary to maintain the Indenture Trustee’s security interest in the Loans and the other items
pledged to the Indenture Trustee pursuant to the Indenture.




          The Issuer and the Depositor agree to take any and all acts and to execute any and all further
instruments reasonably necessary or requested by the Purchaser to more fully effect the purposes of
this Note Purchase Agreement.




          SECTION 7.04. Covenants. The Issuer and the Depositor shall each duly observe and perform
each of their respective covenants set forth in each of the Basic Documents to which they are
parties.




          SECTION 7.05. Amendments. Neither the Issuer nor the Depositor shall make, or permit any
Person to make, any amendment, modification or change to, or provide any waiver under any Basic
Document to which the Issuer or the Depositor, as applicable, is a party without the prior written
consent of the Purchaser.




          SECTION 7.06. With Respect to the Exempt Status of the Purchased Note.




          (a) Neither the Issuer nor the Depositor, nor any of their respective Affiliates, nor any
Person acting on their behalf will, directly or indirectly, make offers or sales of any security,
or solicit offers to buy any security, under circumstances that would require the




13









 









registration of the Purchased Note under the Securities Act.



          (b) Neither the Issuer nor the Depositor, nor any of their Affiliates, nor any Person acting
on their behalf will engage in any form of general solicitation or general advertising (within the
meaning of Regulation D promulgated under the Securities Act) in connection with any offer or sale
of the Purchased Note.




          (c) On or prior to any Transfer Date, the Issuer and the Depositor will furnish or cause to be
furnished to the Purchaser and any subsequent purchaser therefrom of Additional Note Principal
Balance, if the Purchaser or such subsequent purchaser so requests, a letter from each Person
furnishing a certificate or opinion on the Closing Date as described in Section 4.01 hereof or on
or before any such Transfer Date in which such Person shall state that such subsequent purchaser
may rely upon such original certificate or opinion as though delivered and addressed to such
subsequent purchaser and made on and as of the Closing Date or such Transfer Date, as the case may
be, except for such exceptions set forth in such letter as are attributable to events occurring
after the Closing Date or such Transfer Date.




ARTICLE VIII




ADDITIONAL COVENANTS




          SECTION 8.01. Legal Conditions to Closing. The parties hereto will take all reasonable action
necessary to obtain (and will cooperate with one another in obtaining) any consent, authorization,
permit, license, franchise, order or approval of, or any exemption by, any Governmental Authority
or any other Person, required to be obtained or made by it in connection with any of the
transactions contemplated by this Note Purchase Agreement.




          SECTION 8.02. Expenses.




          (a) The Issuer and the Depositor jointly and severally covenant that, whether or not the
Closing takes place, except as otherwise expressly provided herein, all reasonable costs and
expenses incurred in connection with this Note Purchase Agreement and the transactions contemplated
hereby shall be paid by the Issuer or the Depositor.




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




          SECTION 8.03. Mutual Obligations. On and after the Closing, each party hereto will do, execute
and perform all such other acts, deeds and documents as the other party may from time to time
reasonably require in order to carry out the intent of this Note Purchase Agreement.




14









 









          SECTION 8.04. Restrictions on Transfer. The Purchaser agrees that it will comply with the
restrictions on transfer of the Purchased Note set forth in the Indenture and resell the Purchased
Note only in compliance with such restrictions.




          SECTION 8.05. [Reserved].




          SECTION 8.06. Information Provided by the Purchaser. The Purchaser hereby covenants to
determine One-Month LIBOR in accordance with the definition thereof in the Basic Documents and
shall give notice to the Indenture Trustee, the Issuer and the Depositor of the Interest Payment
Amount on each Determination Date. The Purchaser shall cause the Market Value Agent to give notice
to the Indenture Trustee, the Issuer and the Depositor of any Hedge Funding Requirement on or
before the Determination Date related to any Payment Date. In addition, on each Determination Date,
the Purchaser hereby covenants to give notice to the Indenture Trustee, the Issuer and the
Depositor of (i) the Issuer/Depositor Indemnities (as defined in the Trust Agreement), (ii) Due
Diligence Fees and (iii) the Collateral Value for each Loan for the related Payment Date.




ARTICLE IX




INDEMNIFICATION




          SECTION 9.01. Indemnification of Purchaser. Each of the Issuer and the Depositor hereby agree
to, jointly and severally, indemnify and hold harmless each Indemnified Party against any and all
losses, claims, damages, liabilities, reasonable expenses or judgments (including reasonable
accounting fees and reasonable legal fees and other reasonable expenses incurred in connection with
this Note Purchase Agreement or any other Basic Document and any action, suit or proceeding or any
claim asserted) (collectively, “Losses”), as incurred (payable promptly upon written request), for
or on account of or arising from or in connection with any information prepared by and furnished or
to be furnished by any of the Issuer, the Loan Originator or the Depositor pursuant to or in
connection with the transactions contemplated hereby including, without limitation, such written
information as may have been and may be furnished in connection with any due diligence
investigation with respect to the business, operations, financial condition of the Issuer, the Loan
Originator, the Depositor or with respect to the Loans, to the extent such information contains any
untrue statement of material fact or omits to state a material fact necessary to make the
statements contained therein in the light of the circumstances under which such statements were
made not misleading, except with respect to any such information used by such Indemnified Party in
violation of the Basic Documents or as a result of an Indemnified Party’s gross negligence or
willful misconduct which results in such Losses. The indemnities contained in this Section 9.01
will be in addition to any liability which the Issuer or the Depositor may otherwise have pursuant
to this Note Purchase Agreement and any other Basic Document.




          SECTION 9.02. Procedure and Defense. In case any action or proceeding (including any
governmental or regulatory investigation or proceeding) shall be instituted involving any
Indemnified Party in respect of which indemnity may be sought pursuant to Section 9.01, such
Indemnified Party shall promptly notify the Issuer and the Depositor in




15









 









writing and, upon request of the Indemnified Party, the Issuer and the Depositor shall assume the
defense thereof, including the employment of counsel reasonably satisfactory to such Indemnified
Party to represent such Indemnified Party and any others the indemnifying party may designate and
shall pay the reasonable fees and disbursements of such counsel related to such proceeding;
provided that failure to give such notice or deliver such documents shall not affect the rights to
indemnity hereunder unless such failure materially prejudices the rights of the Indemnified Party.
The Indemnified Party will have the right to employ its own counsel in any such action in addition
to the counsel of the Issuer and/or the Depositor, but the reasonable fees and expenses of such
counsel will be at the expense of such Indemnified Party, unless (i) the employment of counsel by
the Indemnified Party at its expense has been authorized in writing by the Depositor or the Issuer,
(ii) the Depositor or the Issuer has not in fact employed counsel to assume the defense of such
action within a reasonable time after receiving notice of the commencement of the action or (iii)
the named parties to any such action or proceeding (including any impleaded parties) include the
Depositor or the Issuer and one or more Indemnified Parties, and the Indemnified Parties shall have
been advised by counsel that there may be one or more legal defenses available to them which are
different from or additional to those available to the Depositor or the Issuer. Reasonable expenses
of counsel to any Indemnified Party for which the Issuer and the Depositor are responsible
hereunder shall be reimbursed by the Issuer and the Depositor as they are incurred. The Issuer and
the Depositor shall not be liable for any settlement of any proceeding affected without its written
consent, but if settled with such consent or if there be a final judgment for the plaintiff, the
indemnifying party agrees to indemnify the Indemnified Party from and against any loss or liability
by reason of such settlement or judgment. Neither the Issuer nor the Depositor will, without the
prior written consent of the Indemnified Party, effect any settlement of any pending or threatened
proceeding in respect of which any Indemnified Party is or could have been a party and indemnity
could have been sought hereunder by such Indemnified Party, unless such settlement includes an
unconditional release of such Indemnified Party from all liability on claims that are the subject
matter of such proceeding.



ARTICLE X




MISCELLANEOUS




          SECTION 10.01. Amendments. No amendment or waiver of any provision of this Note Purchase
Agreement shall in any event be effective unless the same shall be in writing and signed by all of
the parties hereto, and then such amendment, waiver or consent shall be effective only in the
specific instance and for the specific purpose for which given.




          SECTION 10.02. Notices. All notices and other communications provided for hereunder shall,
unless otherwise stated herein, be in writing (including telecopies) and mailed, telecopied (with a
copy delivered by overnight courier) or delivered, as to each party hereto, at its address as set
forth in Schedule I hereto or at such other address as shall be designated by such party in a
written notice to the other parties hereto. All such notices and communications shall be deemed
effective upon receipt thereof, and in the case of telecopies, when receipt is confirmed by
telephone.




16









 









          SECTION 10.03. No Waiver; Remedies. No failure on the part of any party hereto to exercise,
and no delay in exercising, any right hereunder shall operate as a waiver thereof; nor shall any
single or partial exercise of any right hereunder preclude any other or further exercise thereof or
the exercise of any other right. The remedies herein provided are cumulative and not exclusive of
any remedies provided by law.




          SECTION 10.04. Binding Effect; Assignability.




          (a) This Note Purchase Agreement shall be binding upon and inure to the benefit of the Issuer,
the Depositor and the Purchaser and their respective permitted successors and assigns (including
any subsequent holders of the Purchased Note); provided, however, neither the Issuer nor the
Depositor shall have any right to assign their respective rights hereunder or interest herein (by
operation of law or otherwise) without the prior written consent of the Purchaser.




          (b) The Purchaser may, in the ordinary course of its business and in accordance with the Basic
Documents and applicable law, including applicable securities laws, at any time sell to one or more
Persons (each, a “Participant”), participating interests in all or a portion of its rights and
obligations under this Note Purchase Agreement. Notwithstanding any such sale by the Purchaser of
participating interests to a Participant, the Purchaser’s rights and obligations under this Note
Purchase Agreement shall remain unchanged, the Purchaser shall remain solely responsible for the
performance thereof, and the Issuer and the Depositor shall continue to deal solely and directly
with the Purchaser and shall have no obligations to deal with any Participant in connection with
the Purchaser’s rights and obligations under this Note Purchase Agreement.




          (c) This Note Purchase Agreement shall create and constitute the continuing obligation of the
parties hereto in accordance with its terms, and shall remain in full force and effect until such
time as all amounts payable with respect to the Purchased Note shall have been paid in full.




          SECTION 10.05. Provision of Documents and Information. Each of the Issuer and the Depositor
acknowledges and agrees that the Purchaser is permitted to provide to any subsequent Purchaser,
permitted assignees and Participants, opinions, certificates, documents and other information
relating to the Issuer, the Depositor and the Loans delivered to the Purchaser pursuant to this
Note Purchase Agreement provided that with respect to Confidential Information, such subsequent
Purchaser, permitted assignees and Participants agree to be bound by Section 8.05 hereof.




          SECTION 10.06. GOVERNING LAW; JURISDICTION. THIS NOTE PURCHASE AGREEMENT SHALL BE GOVERNED
BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS
CONFLICT OF LAW PROVISIONS OTHER THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW. EACH OF THE
PARTIES TO THIS NOTE PURCHASE AGREEMENT HEREBY AGREES TO THE JURISDICTION OF THE UNITED STATES
DISTRICT COURT FOR THE SOUTHERN DISTRICT OF




17









 









NEW YORK AND ANY APPELLATE COURT HAVING JURISDICTION TO REVIEW THE JUDGMENTS THEREOF. EACH OF THE
PARTIES HEREBY WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS AND ANY OBJECTION TO VENUE OF ANY
ACTION INSTITUTED HEREUNDER IN ANY OF THE AFOREMENTIONED COURTS AND CONSENTS TO THE GRANTING OF
SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY SUCH COURT.



          SECTION 10.07. No Proceedings. Until the date that is one year and one day after the last day
on which any amount is outstanding under this Note Purchase Agreement, the Depositor and the
Purchaser hereby covenant and agree that they will not institute against the Issuer or the
Depositor, or join in any institution against the Issuer or the Depositor of, any bankruptcy,
reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings under any
United States federal or state bankruptcy or similar law.




          SECTION 10.08. Execution in Counterparts. This Note Purchase Agreement may be executed in any
number of counterparts and by different parties hereto in separate counterparts, each of which when
so executed shall be deemed to be an original and all of which when taken together shall constitute
one and the same agreement.




          SECTION 10.09. No Recourse — Purchaser and Depositor.




          (a) The obligations of the Purchaser under this Note Purchase Agreement, or any other
agreement, instrument, document or certificate executed and delivered by or issued by the Purchaser
or any officer thereof are solely the partnership or corporate obligations of the Purchaser, as the
case may be. No recourse shall be had for payment of any fee or other obligation or claim arising
out of or relating to this Note Purchase Agreement or any other agreement, instrument, document or
certificate executed and delivered or issued by the Purchaser or any officer thereof in connection
therewith, against any stockholder, limited partner, employee, officer, director or incorporator of
the Purchaser.




          (b) The obligations of the Depositor under this Note Purchase Agreement, or any other
agreement, instrument, document or certificate executed and delivered by or issued by the Depositor
or any officer thereof are solely the partnership or corporate obligations of the Depositor, as the
case may be. No recourse shall be had for payment of any fee or other obligation or claim arising
out of or relating to this Note Purchase Agreement or any other agreement, instrument, document or
certificate executed and delivered or issued by the Purchaser or any officer thereof in connection
therewith, against any stockholder, limited partner, employee, officer, director or
incorporator of the Depositor.




          (c) The Purchaser, by accepting the Purchased Note, acknowledges that such Purchased Note
represents an obligation of the Issuer and does not represent an interest in or an obligation of
the Loan Originator, the Servicer, the Depositor, the Administrator, the Owner Trustee, the
Indenture Trustee or any Affiliate thereof and no recourse may be had against such parties or their
assets, except as may be expressly set forth or contemplated in this Agreement, the Purchased Note
or the Basic Documents.




18









 









          SECTION 10.10. Survival. All representations, warranties, covenants, guaranties and
indemnifications contained in this Note Purchase Agreement and in any document, certificate or
statement delivered pursuant hereto or in connection herewith shall survive the sale, transfer or
repayment of the Purchased Note.




          SECTION 10.11. Tax Characterization. Each party to this Note Purchase Agreement (a)
acknowledges and agrees that it is the intent of the parties to this Note Purchase Agreement that
for all purposes, including federal, state and local income, single business and franchise tax
purposes, the Purchased Note will be treated as evidence of indebtedness secured by the Loans and
proceeds thereof and the trust created under the Indenture will not be characterized as an
association (or publicly traded partnership) taxable as a corporation, (b) agrees to treat the
Purchased Note for federal, state and local income and franchise tax purposes as indebtedness and
(c) agrees that the provisions of all Basic Documents shall be construed to further these
intentions of the parties.




          SECTION 10.12. Conflicts. Notwithstanding anything contained herein to the contrary, in the
event of the conflict between the terms of the Sale and Servicing Agreement and this Note Purchase
Agreement, the terms of the Sale and Servicing Agreement shall control.




          SECTION 10.13. Limitation on Liability. It is expressly understood and agreed by the parties
hereto that (a) this Note Purchase Agreement is executed and delivered by Wilmington Trust Company,
not individually or personally, but solely as Owner Trustee of Option One Owner Trust 2007-5A, 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 Note Purchase Agreement or any other related documents.




19









 









          IN WITNESS WHEREOF, the parties have caused this Note Purchase Agreement to be executed
by their respective officers hereunto duly authorized, as of the date first above written.




	 	 	 	 	 	 	 
	 	 	OPTION ONE OWNER TRUST 2007-5A	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Wilmington Trust Company not in its individual

capacity but solely as owner trustee	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Michele C. Harra
 

	 	 
	 

	 	Name:
	 	Michele C. Harra	 	 
	 

	 	Title:
	 	Financial Services Officer	 	 
	 
	 	 	 	 	 	 
	 	 	OPTION ONE LOAN WAREHOUSE CORPORATION	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Charles R. Fulton	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Charles R. Fulton	 	 
	 

	 	Title:
	 	Assistant Secretary	 	 
	 
	 	 	 	 	 	 
	 	 	CITIGROUP GLOBAL MARKETS REALTY CORP.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Bobbie Theivakumaran
 

	 	 
	 

	 	Name:
	 	Bobbie Theivakumaran	 	 
	 

	 	Title:
	 	Authorized Agent	 	 






Note Purchase Agreement (Option One Owner Trust 2007-5A)




 









 








Schedule I

Information for Notices




1. if to the Issuer:




Option One Owner Trust 2007-5A
 c/o
Wilmington Trust Company
 as Owner
Trustee
 One Rodney Square North
 1100
North Market Street
 Wilmington,
Delaware 19890

Attention: Corporate Trust Administration

Telecopy:   (302) 636-4144 
Telephone: (302)
636-1000



with a copy to:



Option One Mortgage Corporation
 3 Ada Road

Irvine, California 92618
 Attention:
Matthew Engel
 Telecopy number:   (866)
715-8329 
Telephone number: (949) 790-8128



2. if to the Depositor:



Option One Loan Warehouse Corporation
 3 Ada
Road
 Irvine, California 92618
 Attention:
Matthew Engel 
Telecopy number:   (866) 715-8329

Telephone number: (949) 790-8128



3. if to the Purchaser:



Citigroup Global Markets Realty Corp.
 390
Greenwich Street
 New York, New York 10013


Attention: Randy Appleyard
 Telecopy:   (212)
723-8603 
Telephone: (212) 723-6394




I-1