exv10w8



 





Exhibit 10.8




 





EXECUTION COPY




INDENTURE




between




OPTION ONE OWNER TRUST 2002-3

as Issuer




and




WELLS FARGO BANK, N.A.

as Indenture Trustee




Dated as of January 19, 2007




OPTION ONE OWNER TRUST 2002-3

MORTGAGE-BACKED NOTES




 





 









 








TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page
	ARTICLE I DEFINITIONS
	 	 	2	 
	 
	 	 	 	 
	Section 1.01 Definitions
	 	 	2	 
	Section 1.02 Rules of Construction
	 	 	8	 
	 
	 	 	 	 
	ARTICLE II GENERAL PROVISIONS WITH RESPECT TO THE NOTES
	 	 	9	 
	 
	 	 	 	 
	Section 2.01 Method of Issuance and Form of Notes
	 	 	9	 
	Section 2.02 Execution, Authentication, Delivery and Dating
	 	 	9	 
	Section 2.03 Registration; Registration of Transfer and Exchange
	 	 	10	 
	Section 2.04 Mutilated, Destroyed, Lost or Stolen Notes
	 	 	11	 
	Section 2.05 Persons Deemed Noteholders
	 	 	11	 
	Section 2.06 Payment of Principal and/or Interest
	 	 	12	 
	Section 2.07 Cancellation
	 	 	12	 
	Section 2.08 Conditions Precedent to the Authentication of the Notes
	 	 	13	 
	Section 2.09 Release of Collateral
	 	 	13	 
	Section 2.10 Additional Note Principal Balance
	 	 	13	 
	Section 2.11 Tax Treatment
	 	 	13	 
	Section 2.12 Limitations on Transfer of the Notes
	 	 	14	 
	 
	 	 	 	 
	ARTICLE III COVENANTS
	 	 	14	 
	 
	 	 	 	 
	Section 3.01 Payment of Principal and/or Interest
	 	 	14	 
	Section 3.02 Maintenance of Office or Agency
	 	 	15	 
	Section 3.03 Money for Payments to Be Held in Trust
	 	 	15	 
	Section 3.04 Existence
	 	 	16	 
	Section 3.05 Protection of Collateral
	 	 	17	 
	Section 3.06 Negative Covenants
	 	 	17	 
	Section 3.07 Performance of Obligations; Servicing of Loans
	 	 	18	 
	Section 3.08 Reserved
	 	 	20	 
	Section 3.09 Annual Statement as to Compliance
	 	 	20	 
	Section 3.10 Covenants of the Issuer
	 	 	20	 
	Section 3.11 Servicer’s Obligations
	 	 	20	 
	Section 3.12 Restricted Payments
	 	 	20	 
	Section 3.13 Treatment of Notes as Debt for All Purposes
	 	 	20	 
	Section 3.14 Notice of Default
	 	 	21	 
	Section 3.15 Further Instruments and Acts
	 	 	21	 
	 
	 	 	 	 
	ARTICLE IV SATISFACTION AND DISCHARGE
	 	 	21	 
	 
	 	 	 	 
	Section 4.01 Satisfaction and Discharge of Indenture
	 	 	21	 
	Section 4.02 Application of Trust Money
	 	 	22	 
	Section 4.03 Repayment of Moneys Held by Paying Agent
	 	 	22	 
	 
	 	 	 	 
	ARTICLE V REMEDIES
	 	 	23	 
	 
	 	 	 	 
	Section 5.01 Events of Default
	 	 	23	 






-i- 









 






TABLE OF CONTENTS
(continued)





	 	 	 	 	 
	 	 	Page
	Section 5.02 Acceleration of Maturity; Rescission and Annulment
	 	 	26	 
	Section 5.03 Collection of Indebtedness and Suits for Enforcement by Indenture Trustee
	 	 	27	 
	Section 5.04 Remedies; Priorities
	 	 	29	 
	Section 5.05 Optional Preservation of the Collateral
	 	 	30	 
	Section 5.06 Limitation of Suits
	 	 	30	 
	Section 5.07 Unconditional Rights of Noteholders to Receive Principal and/or Interest
	 	 	31	 
	Section 5.08 Restoration of Rights and Remedies
	 	 	31	 
	Section 5.09 Rights and Remedies Cumulative
	 	 	31	 
	Section 5.10 Delay or Omission Not a Waiver
	 	 	32	 
	Section 5.11 Control by Noteholders
	 	 	32	 
	Section 5.12 Waiver of Past Defaults
	 	 	32	 
	Section 5.13 Undertaking for Costs
	 	 	33	 
	Section 5.14 Waiver of Stay or Extension Laws
	 	 	33	 
	Section 5.15 Action on Notes
	 	 	33	 
	Section 5.16 Performance and Enforcement of Certain Obligations
	 	 	33	 
	 
	 	 	 	 
	ARTICLE VI THE INDENTURE TRUSTEE
	 	 	34	 
	 
	 	 	 	 
	Section 6.01 Duties of Indenture Trustee
	 	 	34	 
	Section 6.02 Rights of Indenture Trustee
	 	 	35	 
	Section 6.03 Individual Rights of Indenture Trustee
	 	 	36	 
	Section 6.04 Indenture Trustee’s Disclaimer
	 	 	36	 
	Section 6.05 Notices of Default
	 	 	36	 
	Section 6.06 Reports by Indenture Trustee to Holders
	 	 	36	 
	Section 6.07 Compensation and Indemnity
	 	 	36	 
	Section 6.08 Replacement of Indenture Trustee
	 	 	37	 
	Section 6.09 Successor Indenture Trustee by Merger
	 	 	38	 
	Section 6.10 Appointment of Co-Indenture Trustee or Separate Indenture Trustee
	 	 	38	 
	Section 6.11 Eligibility
	 	 	40	 
	 
	 	 	 	 
	ARTICLE VII NOTEHOLDERS’ LISTS AND REPORTS
	 	 	40	 
	 
	 	 	 	 
	Section 7.01 Issuer to Furnish Indenture Trustee Names and Addresses of Noteholders

	 	 	40	 
	Section 7.02 Preservation of Information
	 	 	40	 
	Section 7.03 144A Information
	 	 	40	 
	 
	 	 	 	 
	ARTICLE VIII ACCOUNTS, DISBURSEMENTS AND RELEASES
	 	 	41	 
	 
	 	 	 	 
	Section 8.01 Collection of Money
	 	 	41	 
	Section 8.02 Trust Accounts; Distributions
	 	 	41	 
	Section 8.03 General Provisions Regarding Trust Accounts
	 	 	41	 
	Section 8.04 The Paying Agent
	 	 	42	 






-ii-









 







TABLE OF CONTENTS
(continued)





	 	 	 	 	 
	 	 	Page
	Section 8.05 Release of Collateral
	 	 	42	 
	Section 8.06 Opinion of Counsel
	 	 	43	 
	 
	 	 	 	 
	ARTICLE IX SUPPLEMENTAL INDENTURES
	 	 	43	 
	 
	 	 	 	 
	Section 9.01 Supplemental Indentures Without the Consent of the Noteholders
	 	 	43	 
	Section 9.02 Supplemental Indentures with Consent of Noteholders
	 	 	44	 
	Section 9.03 Execution of Supplemental Indentures
	 	 	45	 
	Section 9.04 Effect of Supplemental Indentures
	 	 	45	 
	Section 9.05 Reference in Notes to Supplemental Indentures
	 	 	45	 
	 
	 	 	 	 
	ARTICLE X REDEMPTION OF NOTES; PUT OPTION
	 	 	46	 
	 
	 	 	 	 
	Section 10.01 Redemption
	 	 	46	 
	Section 10.02 Form of Redemption Notice
	 	 	46	 
	Section 10.03 Notes Payable on Redemption Date
	 	 	46	 
	Section 10.04 Put Option
	 	 	47	 
	Section 10.05 Form of Put Option Notice
	 	 	47	 
	Section 10.06 Notes Payable on Put Date
	 	 	47	 
	 
	 	 	 	 
	ARTICLE XI MISCELLANEOUS
	 	 	47	 
	 
	 	 	 	 
	Section 11.01 Compliance Certificates and Opinions, etc
	 	 	47	 
	Section 11.02 Form of Documents Delivered to Indenture Trustee
	 	 	48	 
	Section 11.03 Acts of Noteholders
	 	 	48	 
	Section 11.04 Notices, etc., to Indenture Trustee and Issuer
	 	 	49	 
	Section 11.05 Notices to Noteholders; Waiver
	 	 	49	 
	Section 11.06 Effect of Headings and Table of Contents
	 	 	50	 
	Section 11.07 Successors and Assigns
	 	 	50	 
	Section 11.08 Separability
	 	 	50	 
	Section 11.09 Benefits of Indenture
	 	 	50	 
	Section 11.10 Legal Holidays
	 	 	50	 
	Section 11.11 GOVERNING LAW
	 	 	50	 
	Section 11.12 Counterparts
	 	 	51	 
	Section 11.13 Recording of Indenture
	 	 	51	 
	Section 11.14 Trust Obligation
	 	 	51	 
	Section 11.15 No Petition
	 	 	51	 
	Section 11.16 Inspection
	 	 	51	 
	Section 11.17 Limitation on Liability
	 	 	52	 







-iii-









 








	 	 	 
	EXHIBITS
	 	 
	 
	 	 
	EXHIBIT A

	 	Form of Notes
	EXHIBIT B-1

	 	Form of Transferor Affidavit (144A)
	EXHIBIT B-2

	 	Form of Transferee Affidavit (Accredited Investor)
	EXHIBIT B-3

	 	Form of Transfer Affidavit
	EXHIBIT C

	 	Form of Securities Legend







-iv- 









 








INDENTURE




          INDENTURE dated as of January 19, 2007 (the “Indenture”), between OPTION ONE OWNER TRUST
2002-3, a Delaware statutory trust, as Issuer (the “Issuer”), and WELLS FARGO BANK, N.A. (“Wells
Fargo”), as Indenture Trustee (the “Indenture Trustee”).




W I T N E S S E T H T H A T:




          In consideration of the mutual covenants herein contained, the Issuer has duly authorized the
execution and delivery of this Indenture to provide for the issuance of Notes, issuable as provided
in this Indenture. All covenants and agreements made by the Issuer herein are for the benefit and
security of the Noteholders.




GRANTING CLAUSE




          Subject to the terms of this Indenture, the Issuer hereby confirms that the Issuer has, as of
July 2, 2002, Granted to the Indenture Trustee, which Grant as of the Closing Date is agreed to be
in its capacity as Indenture Trustee hereunder for the benefit of the Noteholders, all of the
Issuer’s right, title and interest, whether now owned or hereafter acquired, in and to: (i) such
Loans as from time to time are subject to the Sale and Servicing Agreement as listed in the Loan
Schedule, as the same may be amended or supplemented on each Transfer Date and by the removal of
Deleted Loans and Unqualified Loans and by the addition of Qualified Substitute Loans, together
with the Servicer’s Loan Files and the Custodial Loan Files relating thereto and all proceeds
thereof, (ii) the Mortgages and security interests in the Mortgaged Properties, (iii) all payments
in respect of interest and principal with respect to each Loan received on or after the related
Transfer Cut-off Date, (iv) such assets as from time to time are identified as Foreclosure
Property, (v) such assets and funds as are from time to time deposited in or credited to the
Distribution Account, the Collection Account, the Advance Account and the Transfer Obligation
Account, including, without limitation, amounts on deposit in or credited to such accounts that are
invested in Permitted Investments (including, without limitation, all security entitlements (as
defined in Section 8-102(17) of the UCC) of the Issuer therein), (vi) lenders’ rights under all
Mortgage Insurance Policies and to any Mortgage Insurance Proceeds, (vii) Net Liquidation Proceeds
and Released Mortgaged Property Proceeds, (viii) [reserved] (ix) all right, title and interest of
each of the Depositor, the Loan Originator and the Trust in and under the Basic Documents
including, without limitation, the obligations of the Loan Originator under the Loan Purchase and
Contribution Agreement and/or the Master Disposition Confirmation Agreement, and all proceeds of
any of the foregoing, (x) all right, title and interest of the Issuer in and to the Sale and
Servicing Agreement, including the Issuer’s right to cause the Loan Originator to repurchase Loans
from the Issuer under certain circumstances described therein, (xi) all other property of the Trust
from time to time and (xii) all present and future claims, demands, causes of action and choses in
action in respect of any or all of the foregoing and all payments on or under and all proceeds of
every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds
of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash
and noncash proceeds (each as defined in Section 9-102(a) of the UCC), accounts, accounts
receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance
proceeds, payment intangibles, securities accounts, condemnation awards, rights to payment of any
and every kind and other forms of obligations and receivables,




1









 







instruments and other property which at any time constitute all or part of or are included in
the proceeds of any of the foregoing (collectively, the “Collateral”).




          The foregoing Grant is made in trust to secure the payment of principal of and interest on,
and any other amounts owing in respect of, the Notes, and to secure compliance with the provisions
of this Indenture, all as provided in this Indenture.




          The Indenture Trustee, as Indenture Trustee on behalf of the Noteholders, acknowledges such
Grant, accepts the trusts hereunder and agrees to perform its duties required in this Indenture to
the best of its ability to the end that the interests of the Noteholders may adequately and
effectively be protected.




ARTICLE I




DEFINITIONS




          Section 1.01 Definitions. (a) Except as otherwise specified herein, the following
terms have the respective meanings set forth below for all purposes of this Indenture.




          “Act” has the meaning specified in Section 11.03(a) hereof.




          “Act of Insolvency” shall mean, with respect to the Issuer, the Depositor, Option One
Mortgage Corporation, Option One Mortgage Capital Corporation or any other Affiliate of the Issuer,
(i) the commencement by such Person as debtor of any case or proceeding under any bankruptcy,
insolvency, reorganization, liquidation, moratorium, dissolution, delinquency or similar law, or
such Person seeking the appointment or election of a receiver, conservator, trustee, custodian or
similar official for such Person or any substantial part of its property, or the convening of any
meeting of creditors for purposes of commencing any such case or proceeding or seeking such an
appointment or election, (ii) the commencement of any such case or proceeding against such Person,
or the seeking by another person of any such appointment or election, which (A) is consented to or
not timely contested by such Person, or (B) results in the entry of an order for relief, such as an
appointment or election, the issuance of such a protective decree or the entry of an order having a
similar effect, or (C) is not dismissed within 60 days (unless such Person provides to the Initial
Noteholder evidence reasonably satisfactory to the Initial Noteholder that such case or proceeding
will be promptly dismissed), (iii) the making by such Person of a general assignment for the
benefit of creditors, (iv) the failure by such Person generally to pay its debts as they become due
or (v) the admission in writing by such Person of its inability to pay its debts as they become
due.




          “Additional Note Principal Balance” has the meaning set forth in the Sale and
Servicing Agreement.




          “Administration Agreement” means the Administration Agreement dated as of July 2,
2002, between the Issuer, and Option One, as the Administrator.




          “Administrator” means Option One Mortgage Corporation, or any successor Administrator
under the Administration Agreement.




2









 








          “Authorized Officer” means, with respect to the Issuer, any officer of the Owner
Trustee who is authorized to act for the Owner Trustee in matters relating to the Issuer and who is
identified on the list of Authorized Officers delivered by the Owner Trustee to the Indenture
Trustee on the Closing Date (as such list may be modified or supplemented from time to time
thereafter) and, so long as the Administration Agreement is in effect, any Vice President or more
senior officer of the Administrator who is authorized to act for the Administrator in matters
relating to the Issuer and to be acted upon by the Administrator pursuant to the Administration
Agreement and who is identified on the list of Authorized Officers delivered by the Administrator
to the Indenture Trustee on the Closing Date (as such list may be modified or supplemented from
time to time thereafter).




          “Basic Documents” has the meaning set forth in the Sale and Servicing Agreement.




          “Certificate of Trust” means the certificate of trust of the Issuer substantially in
the form of Exhibit C to the Trust Agreement.




          “Change of Control” means the acquisition by any Person, or two or more Persons acting
in concert, of beneficial ownership (within the meaning of Rule 13d-3 of the Securities and
Exchange Commission under the Securities Exchange Act of 1934) of outstanding shares of voting
stock of the Loan Originator at any time if after giving effect to such acquisition (i) such Person
or Persons owns twenty percent (20%) or more of such outstanding voting stock or (ii) H&R Block,
Inc. does not own more than fifty percent (50%) of such outstanding shares of voting stock.




          “Clean-up Call Date” has the meaning set forth in the Sale and Servicing Agreement.




          “Closing Date” means January 19, 2007.




          “Collateral” has the meaning specified in the Granting Clause of this Indenture.




          “Commission” means the Securities and Exchange Commission.




          “Corporate Trust Office” means the principal office of the Indenture Trustee at which
at any particular time its corporate trust business shall be administered, which office at date of
execution of this Indenture is located, for note transfer purposes, at Sixth Street and Marquette
Avenue, Minneapolis, Minnesota 55479, Attention: Option One Owner Trust 2002-3, telecopy number:
(612) 667-6282, telephone number: (800) 344-5128, and for all other purposes, at 9062 Old Annapolis
Road, Columbia, Maryland 21045, Attention: Option One Owner Trust 2002-3, telecopy number: (410)
715-2380, telephone number: (410) 884-2000, or at such other address as the Indenture Trustee may
designate from time to time by notice to the Noteholders and the Issuer, or the principal corporate
trust office of any successor Indenture Trustee at the address designated by such successor
Indenture Trustee by notice to the Noteholders and the Issuer.




          “Default” means any occurrence that is, or with notice or the lapse of time or both
would become, an Event of Default.




3









 








          “Depositor” shall mean Option One Loan Warehouse Corporation, a Delaware corporation;
in its capacity as depositor under the Sale and Servicing Agreement, or any successor in interest
thereto.




          “Depository Institution” means any depository institution or trust company, including
the Indenture Trustee, that (a) is incorporated under the laws of the United States of America or
any State thereof, (b) is subject to supervision and examination by federal or state banking
authorities and (c) has outstanding unsecured commercial paper or other short-term unsecured debt
obligations that are rated at a rating to which the Majority Noteholders consent in writing.




          “Event of Default” has the meaning specified in Section 5.01 hereof.




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




          “Executive Officer” means, with respect to (i) the Depositor, the Servicer, the Loan
Originator or any Affiliate of any of them, the President, any Vice President or the Treasurer of
such corporation; and with respect to any partnership, any general partner thereof, (ii) the Note
Registrar, any Responsible Officer of the Indenture Trustee, (iii) any other corporation, the Chief
Executive Officer, Chief Operating Officer, Chief Financial Officer, President, Executive Vice
President, any Vice President, the Secretary or the Treasurer of such entity and (iv) any
partnership, any general partner thereof.




          “Grant” means mortgage, pledge, bargain, sell, warrant, alienate, remise, release,
convey, assign, transfer, create and grant a lien upon and a security interest in and right of
set-off against, deposit, set over and confirm pursuant to this Indenture. A Grant of the
Collateral or of any other agreement or instrument shall include all rights, powers and options
(but none of the obligations) of the granting party thereunder, including the immediate and
continuing right to claim for, collect, receive and give receipt for principal and interest
payments in respect of the Collateral and all other moneys payable thereunder, to give and receive
notices and other communications, to make waivers or other agreements, to exercise all rights and
options, to bring Proceedings in the name of the granting party or otherwise, and generally to do
and receive anything that the granting party is or may be entitled to do or receive thereunder or
with respect thereto.




          “Holder” means the Person in whose name a Note is registered on the Note Register.




          “ICA Owner” means “beneficial owner” as such term is used in Section 3(c)(1) of the
Investment Company Act of 1940, as amended (other than any persons who are excluded from such term
or from the 100-beneficial owner test of Section 3(c)(1) by law or regulations adopted by the
Securities and Exchange Commission).




          “Indenture” means this Indenture and any amendments hereto.




          “Indenture Trustee” means Wells Fargo Bank, N.A., a national banking association, as
Indenture Trustee under this Indenture, or any successor Indenture Trustee hereunder.




4









 








          “Initial Noteholder” means UBS Real Estate Securities Inc. and its successors and
assigns.




          “Issuer” means Option One Owner Trust 2002-3.




          “Issuer Order” and “Issuer Request” mean a written order or request signed in
the name of the Issuer by any one of its Authorized Officers and delivered to the Indenture
Trustee.




          “Loan Originator” means each of Option One Mortgage Corporation, a California
corporation and Option One Mortgage Capital Corporation, a Delaware corporation.




          “Material Adverse Effect” means any event or condition which would have a material
adverse effect on (i) the validity, enforceability, collectibility or value of any Collateral or of
any of the Basic Documents, (ii) the interest of the Noteholders or any of their assignees in such
Collateral or in any of the Basic Documents, (iii) the validity or enforceability of, or the
ability of the Issuer to perform its obligations under any of the Basic Documents or (iv) the
validity or enforceability of, or the ability of the Loan Originator, Servicer or Depositor to
perform its obligations under, the Basic Documents.




          “Majority Certificateholders” has the meaning set forth in the Sale and Servicing
Agreement.




          “Majority Noteholders” has the meaning set forth in the Sale and Servicing Agreement.




          “Maturity Date” means, with respect to the Notes, January 18, 2008.




          “Maximum Note Principal Balance” has the meaning set forth in the Pricing Letter.




          “Note” means any Note authorized by and authenticated and delivered under this
Indenture.




          “Note Interest Rate” has the meaning set forth in the Pricing Letter.




          “Note Principal Balance” has the meaning set forth in the Sale and Servicing
Agreement. The Initial Noteholder’s records of the Note Principal Balance outstanding from time to
time shall be dispositive absent manifest error.




          “Note Purchase Agreement” means the Second Amended and Restated Note Purchase
Agreement dated as of January 19, 2007, among the Issuer, UBS, as Note Purchaser, and Option One
Loan Warehouse Corporation, as Depositor.




          “Note Redemption Amount” has the meaning set forth in the Sale and Servicing
Agreement.




          “Note Register” and “Note Registrar” have the respective meanings specified in
Section 2.03 hereof.




5









 








          “Noteholder” means the Person in whose name a Note is registered on the Note Register.




          “Officer’s Certificate” means a certificate signed by any Authorized Officer of the
Issuer or the Administrator, under the circumstances described in, and otherwise complying with,
the applicable requirements of Section 11.01 hereof, and delivered to the Indenture
Trustee. Unless otherwise specified, any reference in this Indenture to an Officer’s Certificate
shall be to an Officer’s Certificate of any Authorized Officer of the Issuer or the Administrator.




          “Opinion of Counsel” means one or more written opinions of counsel who may, except as
otherwise expressly provided in this Indenture, be an employee of or counsel to the Issuer, and
which opinion or opinions shall be addressed to the Indenture Trustee, as Indenture Trustee, and
shall comply with any applicable requirements of Section 11.01 hereof and shall be in form
and substance satisfactory to the Initial Noteholder.




          “Outstanding” means, with respect to any Note and as of the date of determination, any
Note theretofore authenticated and delivered under this Indenture except:




     (i) Notes theretofore canceled by the Note Registrar or delivered to the Note Registrar for
cancellation;



     (ii) Notes or portions thereof the payment for which money in the necessary amount has
theretofore been deposited with the Indenture Trustee or any Paying Agent in trust for the
Noteholders (provided, however, that if such Notes are to be redeemed, notice of such redemption
has been duly given pursuant to this Indenture or provision for such notice satisfactory to the
Indenture Trustee has been made); and



     (iii) Notes in exchange for or in lieu of which other Notes have been authenticated and
delivered pursuant to this Indenture unless proof satisfactory to the Indenture Trustee is
presented that any such Notes are held by a bona fide purchaser;


provided, however, that in determining whether the Noteholders representing the requisite
Percentage Interests of the Outstanding Notes have given any request, demand, authorization,
direction, notice, consent or waiver hereunder or under any Basic Document, Notes owned by the
Issuer, any other obligor upon the Notes, the Depositor or any Affiliate of any of the foregoing
Persons shall be disregarded and deemed not to be Outstanding, except that, in determining whether
the Indenture Trustee shall be protected in relying upon any such request, demand, authorization,
direction, notice, consent or waiver, only Notes that the Indenture Trustee actually knows to be
owned in such manner shall be disregarded. Notes owned in such manner that have been pledged in
good faith may be regarded as Outstanding if the pledgee certifies to the Indenture Trustee (y)
that the pledgee has the right so to act with respect to such Notes and (z) that the pledgee is not
the Issuer, any other obligor upon the Notes, the Depositor or any Affiliate of any of the
foregoing Persons.




          “Owner Trustee” means Wilmington Trust Company, not in its individual capacity but
solely as Owner Trustee under the Trust Agreement, or any successor Owner Trustee under the Trust
Agreement.




6









 








          “Paying Agent” means (unless the Paying Agent is the Servicer) a Person that meets the
eligibility standards for the Indenture Trustee specified in Section 6.11 hereof and is
authorized by the Issuer to make payments to and distributions from the Collection Account and the
Distribution Account, including payment of principal of or interest on the Notes on behalf of the
Issuer. The initial Paying Agent shall be the Servicer; provided that if the Servicer is
terminated as Paying Agent for any reason, the Indenture Trustee shall be the Paying Agent until
another Paying Agent is appointed by the Initial Noteholder pursuant to Section 8.04
herein. The Indenture Trustee shall be entitled to reasonable additional compensation for assuming
the role of Paying Agent.




          “Payment Date” has the meaning set forth in the Sale and Servicing Agreement.




          “Percentage Interest” means, with respect to any Note and as of any date of
determination, the percentage equal to a fraction, the numerator of which is the principal balance
of such Note as of such date of determination and the denominator of which is the Note Principal
Balance.




          “Person” has the meaning set forth in the Sale and Servicing Agreement.




          “Predecessor Note” means, with respect to any particular Note, every previous Note
evidencing all or a portion of the same debt as that evidenced by such particular Note; and, for
the purpose of this definition, any Note authenticated and delivered under Section 2.04
hereof in lieu of a mutilated, lost, destroyed or stolen Note shall be deemed to evidence the same
debt as the mutilated, lost, destroyed or stolen Note.




          “Pricing Letter” means the pricing letter, dated as of the date hereof, among the
Issuer, the Depositor, Option One, Option One Mortgage Capital Corporation and the Indenture
Trustee, and any amendments thereto.




          “Proceeding” means any suit in equity, action at law or other judicial or
administrative proceeding.




          “Record Date” has the meaning set forth in the Sale and Servicing Agreement.




          “Redemption Date” means in the case of a redemption of the Notes pursuant to
Section 10.01 hereof, the Payment Date specified by the Servicer pursuant to such
Section 10.01.




          “Registered Holder” means the Person in the name of which a Note is registered on the
Note Register on the applicable Record Date.




          “Revolving Period” has the meaning set forth in the Sale and Servicing Agreement.




          “Sale Agents” has the meaning assigned to such term in Section 5.11 hereof.




          “Sale and Servicing Agreement” means the Second Amended and Restated Sale and
Servicing Agreement, dated as of January 19, 2007, among the Issuer, the Depositor, the Loan
Originator and the Servicer, and the Indenture Trustee on behalf of the Noteholders.




7









 








          “Servicer” means Option One Mortgage Corporation, in its capacity as servicer under
the Sale and Servicing Agreement, and any successor servicer thereunder.




          “State” means any one of the States of the United States of America or the District of
Columbia.




          “Termination Price” has the meaning set forth in the Sale and Servicing Agreement.




          “Transfer Date” has the meaning set forth in the Sale and Servicing Agreement.




          “Trust Agreement” means the Trust Agreement dated as of July 2, 2002, between the
Depositor and the Owner Trustee.




          “Trust Certificate” has the meaning assigned to such term in Section 1.1 of
the Trust Agreement.




          “Trust Indenture Act” means the Trust Indenture Act of 1939 as in force on the date
hereof, unless otherwise specifically provided.




          (b) Except as otherwise specified herein or as the context may otherwise require, capitalized
terms used but not otherwise defined herein have the respective meanings set forth in the Sale and
Servicing Agreement for all purposes of this Indenture.




          Section 1.02 Rules of Construction. Unless the context otherwise requires:





     (i) a term has the meaning assigned to it;




     (ii) an accounting term not otherwise defined has the meaning assigned to it in
accordance with GAAP;




     (iii) “or” is not exclusive;




     (iv) “including” means including without limitation;




     (v) words in the singular include the plural and words in the plural include the
singular; and




     (vi) any agreement, instrument or statute defined or referred to herein or in any
instrument or certificate delivered in connection herewith means such agreement, instrument
or statute as from time to time amended, modified or supplemented (as provided in such
agreements) and includes (in the case of agreements or instruments) references to all
attachments thereto and instruments incorporated therein; references to a Person are also to
its permitted successors and assigns.



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ARTICLE II




GENERAL PROVISIONS WITH RESPECT TO THE NOTES




          Section 2.01 Method of Issuance and Form of Notes.




          (a) The Notes shall be designated generally as the “Option One Owner Trust 2002-3
Mortgage-Backed Notes” of the Issuer. Each Note shall bear upon its face the designation so
selected for the Notes. All Notes shall be identical in all respects except for the denominations
thereof. All Notes issued under this Indenture shall be in all respects equally and ratably
entitled to the benefits thereof without preference, priority or distinction on account of the
actual time or times of authentication and delivery, all in accordance with the terms and
provisions of this Indenture.




          The Notes may be typewritten, printed, lithographed or engraved or produced by any combination
of these methods, all as determined by the officers executing such Notes, as evidenced by their
execution of such Notes.




          Each Note shall be dated the date of its authentication.




          The terms of the Notes shall be set forth in this Indenture.




          The Notes shall be in definitive form and shall bear a legend substantially in the form of
Exhibit C attached hereto.




          Section 2.02 Execution, Authentication, Delivery and Dating. The Notes shall be
executed on behalf of the Issuer by an Authorized Officer of the Owner Trustee or the
Administrator. The signature of any such Authorized Officer on the Notes may be manual or
facsimile.




          Notes bearing the manual or facsimile signature of individuals who were at any time Authorized
Officers of the Owner Trustee or the Administrator shall bind the Issuer, notwithstanding that such
individuals or any of them have ceased to hold such offices prior to the authentication and
delivery of such Notes or did not hold such offices at the date of such Notes.




          Subject to the satisfaction of the conditions set forth in Section 2.08 hereof, the
Indenture Trustee shall upon Issuer Order authenticate and deliver the Notes.




          The Notes that are authenticated and delivered by the Indenture Trustee to or upon the order
of the Issuer on the Closing Date shall be dated as of such Closing Date. All other Notes that are
authenticated after the Closing Date for any other purpose under the Indenture shall be dated the
date of their authentication. The Notes shall be issued in such denominations as may be agreed by
the Issuer and the Initial Noteholder.




          No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for
any purpose, unless there appears on such Note a certificate of authentication substantially in the
form provided for herein executed by the Indenture Trustee by the manual signature of one of its
authorized signatories, and such certificate upon any Note shall be





9









 







conclusive evidence, and the only evidence, that such Note has been duly authenticated and
delivered hereunder.




          Section 2.03 Registration; Registration of Transfer and Exchange. The Issuer shall
cause to be kept a register (the “Note Register”) in which, subject to such reasonable
regulations as it may prescribe, the Issuer shall provide for the registration of Notes and the
registration of transfers of Notes. The Indenture Trustee initially shall be the “Note
Registrar” for the purpose of registering Notes and transfers of Notes as herein provided.
Upon any resignation of any Note Registrar, the Issuer shall promptly appoint a successor or, if it
elects not to make such an appointment, assume the duties of the Note Registrar.




          If a Person other than the Indenture Trustee is appointed by the Issuer as Note Registrar, the
Issuer will give the Indenture Trustee prompt written notice of the appointment of such Note
Registrar and of the location, and any change in the location, of the Note Register, and the
Indenture Trustee shall have the right to inspect the Note Register at all reasonable times and to
obtain copies thereof, and the Indenture Trustee shall have the right to rely upon a certificate
executed on behalf of the Note Registrar by an Executive Officer thereof as to the names and
addresses of the Noteholders and the principal amounts and number of the Notes.




          Upon surrender for registration of transfer of any Note at the office or agency of the Issuer
to be maintained as provided in Section 3.02 hereof, the Issuer shall execute, and the
Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trustee, in
the name of the designated transferee or transferees, one or more new Notes in any authorized
denominations, of a like aggregate Note Principal Balance.




          At the option of the Holder, Notes may be exchanged for other Notes in any authorized
denominations, of a like aggregate principal amount, upon surrender of the Notes to be exchanged at
such office or agency. Whenever any Notes are so surrendered for exchange, the Issuer shall
execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the
Indenture Trustee, the Notes which the Noteholder making the exchange is entitled to receive.




          All Notes issued upon any registration of transfer or exchange of Notes shall be the valid
obligations of the Issuer, evidencing the same debt, and entitled to the same benefits under this
Indenture, as the Notes surrendered upon such registration of transfer or exchange.




          Every Note presented or surrendered for registration of transfer or exchange shall be duly
endorsed by, or be accompanied by a written instrument of transfer in the form attached to the form
of Note attached as Exhibit A hereto duly executed by the Holder thereof or such Holder’s attorney
duly authorized in writing.




          No service charge shall be made to a Noteholder for any registration of transfer or exchange
of Notes, but the Issuer may require payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection with any registration of transfer or exchange
of Notes, other than exchanges pursuant to Section 9.05 hereof not involving any transfer.




10









 








          The preceding provisions of this Section 2.03 notwithstanding, the Issuer shall not be
required to make, and the Note Registrar need not register, transfers or exchanges of Notes
selected for redemption or of any Note for a period of 15 days preceding the due date for any
payment with respect to such Note.




          Section 2.04 Mutilated, Destroyed, Lost or Stolen Notes. If (i) any mutilated Note is
surrendered to the Indenture Trustee, or the Indenture Trustee receives evidence to its
satisfaction of the destruction, loss or theft of any Note, and (ii) there is delivered to the
Issuer and Indenture Trustee such security or indemnity as may reasonably be required by it to hold
the Issuer and the Indenture Trustee, as applicable, harmless, then, in the absence of notice to
the Issuer, the Note Registrar or the Indenture Trustee that such Note has been acquired by a bona
fide purchaser, an Authorized Officer of the Owner Trustee or the Administrator on behalf of the
Issuer shall execute, and upon its written request the Indenture Trustee shall authenticate and
deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Note, a
replacement Note; provided, however, that if any such destroyed, lost or stolen Note, but not a
mutilated Note, shall have become or within seven days shall be due and payable, or shall have been
called for redemption, instead of issuing a replacement Note, the Issuer may pay such destroyed,
lost or stolen Note when so due or payable or upon the Redemption Date without surrender thereof.
If, after the delivery of such replacement Note or payment of a destroyed, lost or stolen Note
pursuant to the proviso to the preceding sentence, a bona fide purchaser of the original Note in
lieu of which such replacement Note was issued presents for payment such original Note, the Issuer
shall be entitled to recover such replacement Note (or such payment) from the Person to which it
was delivered or any Person taking such replacement Note from such Person to which such replacement
Note was delivered or any assignee of such Person, except a bona fide purchaser, and the Issuer and
the Indenture Trustee shall be entitled to recover upon the security or indemnity provided therefor
to the extent of any loss, damage, cost or expense incurred by the Issuer or the Indenture Trustee
in connection therewith.




          Upon the issuance of any replacement Note under this Section 2.04, the Issuer may
require the payment by the Holder of such Note of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto and any other reasonable expenses
(including the fees and expenses of the Indenture Trustee) connected therewith.




          Every replacement Note issued pursuant to this Section 2.04 in replacement of any
mutilated, destroyed, lost or stolen Note shall constitute an original additional contractual
obligation of the Issuer, whether or not the mutilated, destroyed, lost or stolen Note shall be at
any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally
and proportionately with any and all other Notes duly issued hereunder.




          The provisions of this Section 2.04 are exclusive and shall preclude (to the extent
lawful) all other rights and remedies with respect to the replacement or payment of mutilated,
destroyed, lost or stolen Notes.




          Section 2.05 Persons Deemed Noteholders. Prior to due presentment for registration of
transfer of any Note, the Issuer, the Indenture Trustee and any agent of the Issuer or the
Indenture Trustee may treat the Person in the name of which any Note is registered (as of the day
of determination) as the Noteholder for the purpose of receiving payments of principal of





11









 







and interest, if any, on such Note and for all other purposes whatsoever, whether or not such
Note be overdue, and none of the Issuer, the Indenture Trustee or any agent of the Issuer or the
Indenture Trustee shall be affected by notice to the contrary.




          Section 2.06 Payment of Principal and/or Interest.




          (a) The Notes shall accrue interest at the Note Interest Rate, and such interest shall be
payable on each Payment Date, subject to Section 3.01 hereof. Any installment of interest
or principal, if any, payable on any Note that is punctually paid or duly provided for by the
Issuer on the applicable Payment Date shall be paid to the Person in the name of which such Note
(or one or more Predecessor Notes) is registered on the next preceding Record Date based on the
Percentage Interest represented by its respective Note, without preference or priority of any kind,
and, except as otherwise provided in the next succeeding sentence, shall be made by wire transfer
of immediately available funds to the account of such Noteholder, if such Noteholder shall own of
record Notes having a Percentage Interest of at least 20% and shall have so notified the Paying
Agent and the Indenture Trustee no less than five days preceding the related Record Date, and
otherwise by check mailed to the address of such Noteholder appearing in the Note Register. The
final installment of principal payable with respect to such Note shall be payable as provided in
Section 2.06(b) below. The funds represented by any such checks returned undelivered shall
be held in accordance with Section 3.03 hereof.




          (b) The principal of each Note shall be payable in installments on each Payment Date as
provided in Sections 5.01 and 5.02 of the Sale and Servicing Agreement and Section 5.04(b)
hereof. Notwithstanding the foregoing, the entire unpaid principal amount of the Notes shall be
due and payable, if not previously paid, on the earlier of (i) the Maturity Date, (ii) the
Redemption Date, (iii) the Final Put Date and (iv) the date on which an Event of Default shall have
occurred and be continuing, if the Indenture Trustee or the Majority Noteholders shall have
declared the Notes to be immediately due and payable in the manner provided in Section 5.02
hereof.




          All principal payments on the Notes shall be made pro rata to the Noteholders based on their
respective Percentage Interests. The Paying Agent shall notify the Person in the name of which a
Note is registered at the close of business on the Record Date preceding the Payment Date on which
the Issuer expects that the final installment of principal of and interest on such Note will be
paid. Such notice shall be mailed or transmitted by facsimile prior to such final Payment Date and
shall specify that such final installment will be payable only upon presentation and surrender of
such Note and shall specify the place where such Note may be presented and surrendered for payment
of such installment. Notices in connection with redemption of Notes shall be provided to
Noteholders as set forth in Section 10.02 hereof.




          Section 2.07 Cancellation. All Notes surrendered for payment, registration of
transfer, exchange or redemption shall, if surrendered to any Person other than the Indenture
Trustee, be delivered to the Indenture Trustee and shall promptly be canceled by the Indenture
Trustee. The Issuer may at any time deliver to the Indenture Trustee for cancellation any Notes
previously authenticated and delivered hereunder which the Issuer may have acquired in any manner
whatsoever, and all Notes so delivered shall promptly be canceled by the Indenture Trustee. No
Notes shall be authenticated in lieu of or in exchange for any Notes canceled as




12









 







provided in this Section 2.07, except as expressly permitted by this Indenture. All
canceled Notes may be held or disposed of by the Indenture Trustee in accordance with its standard
retention or disposal policy as in effect at the time unless the Issuer shall direct by an Issuer
Order that they be destroyed or returned to it; provided, however, that such Issuer Order is timely
and the Notes have not been previously disposed of by the Indenture Trustee.




          Section 2.08 Conditions Precedent to the Authentication of the Notes. The Notes may
be authenticated by the Indenture Trustee upon receipt by the Indenture Trustee of the following:




          (a) An Issuer Order authorizing authentication of such Notes by the Indenture Trustee;




          (b) All of the items of Collateral which are to be delivered pursuant to the Basic Documents
to the Indenture Trustee or its designee by the related Closing Date shall have been delivered; and




          (c) An executed counterpart of each Basic Document.




          Section 2.09 Release of Collateral. (a) Except as provided in (b) below, the
Indenture Trustee shall release the Collateral from the lien of this Indenture only upon receipt of
an Issuer Request accompanied by the written consent of the Majority Noteholders in accordance with
the procedures set forth in the Custodial Agreement.




          (b) The Indenture Trustee shall, if requested by the Servicer, temporarily release or cause
the Custodian temporarily to release to the Servicer the Custodial Loan File pursuant to the
provisions of Section 6 of the Custodial Agreement upon compliance by the Servicer with the
provisions thereof; provided, however, that the Custodian’s records shall indicate the Issuer’s
pledge to the Indenture Trustee under the Indenture.




          Section 2.10 Additional Note Principal Balance. In the event of payment of Additional
Note Principal Balance by the Noteholders as provided in Section 2.01 (c) of the Sale and
Servicing Agreement, each Noteholder shall, and is hereby authorized to, record on the schedule
attached to its Note the date and amount of any Additional Note Principal Balance advanced by it,
and each repayment thereof; provided that failure to make any such recordation on such schedule or
any error in such schedule shall not adversely affect any Noteholder’s rights with respect to its
Additional Note Principal Balance and its right to receive interest payments in respect of the
Additional Note Principal Balance held by such Noteholder.




          Absent manifest error, the Note Principal Balance of each Note as set forth in the notations
made by the related Noteholder on such Note shall be binding upon the Indenture Trustee and the
Issuer; provided that failure by a Noteholder to make such recordation on its Note or any error in
such notation shall not adversely affect any Noteholder’s rights with respect to its Note Principal
Balance and its right to receive principal and interest payments in respect thereof.




          Section 2.11 Tax Treatment. The Issuer has entered into this Indenture, and the Notes
will be issued, with the intention that for all purposes, including federal, state and local





13









 







income, single business and franchise tax purposes, the Notes will qualify as indebtedness of
the Issuer secured by the Collateral. The Issuer, by entering into this Indenture, and each
Noteholder, by its acceptance of a Note, agrees to treat the Notes for all purposes, including
federal, state and local income, single business and franchise tax purposes, as indebtedness of the
Issuer. The Indenture Trustee will have no responsibility for filing or preparing any tax returns.




          Section 2.12 Limitations on Transfer of the Notes.




          (a) The Notes have not been and will not be registered under the Securities Act and will not
be listed on any exchange. No transfer of a Note shall be made unless such transfer is made
pursuant to an effective registration statement under the Securities Act and all applicable state
securities laws or is exempt from the registration requirements under the Securities Act and such
state securities laws. In order to assure compliance with the Securities Act and state securities
laws, any transfer of a Note shall be made (A) in reliance on Rule 144A under the Securities Act,
in which case, the Indenture Trustee shall require that the transferor deliver a certification
substantially in the form of Exhibit B-1 hereto and that the transferee deliver a
certification substantially in the form of Exhibit B-3 hereto, or (B) to an institutional
“accredited investor” within the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D under
the Securities Act that is not a “qualified institutional buyer,” in which case the Indenture
Trustee shall require that the transferee deliver a certification substantially in the form of
Exhibit B-2 hereto. The Indenture Trustee shall not make any transfer or re-registration
of the Notes if after such transfer or re-registration, there would be more than twenty
Noteholders. Each Noteholder shall, by its acceptance of a Note, be deemed to have represented and
warranted that the number of ICA Owners with respect to all of its Notes shall not exceed four.




          (b) The Note Registrar shall not register the transfer of any Note unless the Indenture
Trustee has received a certificate from the transferee to the effect that either (i) the transferee
is not an employee benefit plan or other retirement plan or arrangement subject to Title I of the
Employee Retirement Income Security Act of 1974, as amended, or Section 4975 of the Internal
Revenue Code of 1986, as amended (each, a “Plan”), and is not acting on behalf of or investing the
assets of a Plan or (ii) if the transferee is a Plan or is acting on behalf of or investing the
assets of a Plan, either that no prohibited transaction within the meaning of Section 406(a) of
ERISA or Section 4975 of the Code would occur upon the transfer of the Note or that the conditions
for exemptive relief under a prohibited transaction exemption has been satisfied, including, but
not limited to, Prohibited Transaction Class Exemption (“PTCE”) 96-23 (relating to transactions
effected by an “in-house asset manager”), PTCE 95-60 (relating to transactions involving insurance
company general accounts), PTCE 91-38 (relating to transactions involving bank collective
investment funds), PTCE 90-1 (relating to transactions involving insurance company pooled separate
accounts) and PTCE 84-14 (relating to transactions effected by a “qualified professional asset
manager”).




ARTICLE III




COVENANTS




          Section 3.01 Payment of Principal and/or Interest. The Issuer will duly and
punctually pay (or will cause to be paid duly and punctually) the principal of and interest on the




14









 







Notes in accordance with the terms of the Notes, this Indenture and the Sale and Servicing
Agreement. Amounts properly withheld under the Code by any Person from a payment to any Noteholder
of interest and/or principal shall be considered as having been paid by the Issuer to such
Noteholder for all purposes of this Indenture. The Notes shall be non-recourse obligations of the
Issuer and shall be limited in right of payment to amounts available from the Collateral, as
provided in this Indenture. The Issuer shall not otherwise be liable for payments on the Notes.
If any other provision of this Indenture shall be deemed to conflict with the provisions of this
Section 3.01, the provisions of this Section 3.01 shall control.




          Section 3.02 Maintenance of Office or Agency. The Indenture Trustee shall maintain at
the Corporate Trust Office an office or agency where Notes may be surrendered for registration of
transfer or exchange and where notices and demands to or upon the Issuer in respect of the Notes
and this Indenture may be served. The Indenture Trustee shall give prompt written notice to the
Issuer of the location, and of any change in the location, of any such office or agency.




          Section 3.03 Money for Payments to Be Held in Trust. As provided in Section
8.02(a) and (b) hereof, all payments of amounts due and payable with respect to any
Notes that are to be made from amounts withdrawn from the Distribution Account pursuant to
Section 8.02(c) hereof shall be made on behalf of the Issuer by the Indenture Trustee or by
the Paying Agent, and no amounts so withdrawn from the Distribution Account for payments of Notes
shall be paid over to the Issuer except as provided in this Section 3.03.




          Each Paying Agent shall be appointed by the Majority Noteholders with written notice thereof
to the Indenture Trustee. The Majority Noteholders shall not appoint any Paying Agent (other than
the Indenture Trustee or Servicer) which is not, at the time of such appointment, a Depository
Institution.




          The Issuer will cause each Paying Agent other than the Indenture Trustee to execute and
deliver to the Indenture Trustee an instrument in which such Paying Agent shall agree with the
Indenture Trustee (and if the Indenture Trustee acts as Paying Agent, it hereby so agrees), subject
to the provisions of this Section 3.03, that such Paying Agent will:





     (i) hold all sums held by it for the payment of amounts due with respect to the Notes
in trust for the benefit of the Persons entitled thereto until such sums shall be paid to
such Persons or otherwise disposed of as herein provided and pay such sums to such Persons
as herein provided;




     (ii) give the Indenture Trustee notice of any Default by the Issuer (or any other
obligor upon the Notes) of which it has actual knowledge in the making of any payment
required to be made with respect to the Notes;




     (iii) at any time on the written demand by the Majority Noteholders or the written
request of the Indenture Trustee, forthwith pay to the Indenture Trustee all sums so held in
trust by such Paying Agent;




     (iv) immediately resign as a Paying Agent and forthwith pay to the Indenture Trustee
all sums held by it in trust for the payment of Notes if at any time it ceases to



15









 







meet the standards required to be met by a Paying Agent at the time of its appointment;
and




     (v) comply with all requirements of the Code with respect to the withholding from any
payments made by it on any Notes of any applicable withholding taxes imposed thereon and
with respect to any applicable reporting requirements in connection therewith; provided,
however, that with respect to withholding and reporting requirements applicable to original
issue discount (if any) on the Notes, the Issuer shall have first provided the calculations
pertaining thereto to the Indenture Trustee.



          The Issuer may at any time, for the purpose of obtaining the satisfaction and discharge of
this Indenture or for any other purpose, by Issuer Order direct any Paying Agent to pay to the
Indenture Trustee all sums held in trust by such Paying Agent, such sums to be held by the
Indenture Trustee upon the same trusts as those upon which the sums were held by such Paying Agent;
and upon such payment by any Paying Agent to the Indenture Trustee, such Paying Agent shall be
released from all further liability with respect to such money.




          Subject to applicable laws with respect to escheat of funds or abandoned property, any money
held by the Indenture Trustee or any Paying Agent in trust for the payment of any amount due with
respect to any Note and remaining unclaimed for two years after such amount has become due and
payable shall be discharged from such trust and be paid to the Issuer on Issuer Request; and the
Holder of such Note shall thereafter, as an unsecured general creditor, look only to the Issuer for
payment thereof (but only to the extent of the amounts so paid to the Issuer), and all liability of
the Indenture Trustee or such Paying Agent with respect to such trust money shall thereupon cease;
provided, however, that the Indenture Trustee or such Paying Agent, before being required to make
any such repayment, shall at the expense and direction of the Issuer cause to be published, once in
a newspaper of general circulation in the City of New York customarily published in the English
language on each Business Day, notice that such money remains unclaimed and that, after a date
specified therein, which shall not be less than 30 days from the date of such publication, any
unclaimed balance of such money then remaining will be repaid to the Issuer. The Indenture Trustee
shall also adopt and employ any other reasonable means of notification of such repayment
(including, but not limited to, mailing notice of such repayment to Noteholders whose Notes have
been called but have not been surrendered for redemption or whose right to or interest in moneys
due and payable but not claimed at the last address of record for each such Noteholder determinable
from the records of the Indenture Trustee or of any Paying Agent). Any costs and expenses of the
Indenture Trustee and the Paying Agent incurred in the holding of such funds shall be charged
against such funds. Monies so held shall not bear interest.




          Section 3.04 Existence. (a) Subject to subparagraph (b) of this Section
3.04, the Issuer will keep in full effect its existence, rights and franchises as a statutory
trust under the laws of the State of Delaware (unless it becomes, or any successor Issuer hereunder
is or becomes, organized under the laws of any other State or of the United States of America, in
which case the Issuer will keep in full effect its existence, rights and franchises under the laws
of such other jurisdiction) and will obtain and preserve its qualification to do business in each
jurisdiction in which such qualification is or shall be necessary to protect the validity and
enforceability of this Indenture, the Notes and the Collateral. The Issuer shall comply in all




16









 







respects with the covenants contained in the Trust Agreement, including without limitation,
the “special purpose entity” covenants set forth in Section 4.1 thereof.




          (b) Any successor to the Owner Trustee appointed pursuant to Section 10.2 of the Trust
Agreement shall be the successor Owner Trustee under this Indenture without the execution or filing
of any paper, instrument or further act to be done on the part of the parties hereto.




          (c) Upon any consolidation or merger of or other succession to the Owner Trustee, the Person
succeeding to the Owner Trustee under the Trust Agreement may exercise every right and power of the
Owner Trustee under this Indenture with the same effect as if such Person had been named as the
Owner Trustee herein.




          Section 3.05 Protection of Collateral. The Issuer will from time to time execute and
deliver all such reasonable supplements and amendments hereto and all such financing statements,
continuation statements, instruments of further assurance and other instruments as may be requested
by the Majority Noteholders or determined to be appropriate by the Issuer, and will take such other
action necessary or advisable to:





     (i) provide further assurance with respect to the Grant of all or any portion of the
Collateral;




     (ii) maintain or preserve the lien and security interest (and the priority thereof) of
this Indenture or carry out more effectively the purposes hereof;




     (iii) perfect, publish notice of or protect the validity of any Grant made or to be
made by this Indenture;




     (iv) enforce any rights with respect to the Collateral; and




     (v) preserve and defend title to the Collateral and the rights of the Indenture Trustee
and the Noteholders in such Collateral against the claims of all Persons and parties.



          The Issuer hereby designates the Administrator, its agent and attorney-in-fact to execute any
financing statement, continuation statement or other instrument required to be executed pursuant to
this Section 3.05.




          Section 3.06 Negative Covenants. Without the written consent of the Majority
Noteholders, so long as any Notes are Outstanding, the Issuer shall not:





     (i) except as expressly permitted by the Basic Documents, sell, transfer, exchange or
otherwise dispose of any of the properties or assets of the Issuer, including those included
in any part of the Trust Estate, unless directed to do so by the Majority Noteholders as
permitted herein;




     (ii) claim any credit on, or make any deduction from the principal or interest payable
in respect of, the Notes (other than amounts properly withheld from such



17









 







payments under the Code) or assert any claim against any present or former Noteholder
by reason of the payment of the taxes levied or assessed upon any part of the Trust Estate;




     (iii) engage in any business or activity other than as expressly permitted by this
Indenture and the other Basic Documents, other than in connection with, or relating to, the
issuance of Notes pursuant to this Indenture, or amend this Indenture as in effect on the
Closing Date other than in accordance with Article IX hereof;




     (iv) issue any debt obligations except under this Indenture;




     (v) incur or assume any indebtedness or guaranty any indebtedness of any Person, except
for such indebtedness as may be incurred by the Issuer in connection with the issuance of
the Notes pursuant to this Indenture;




     (vi) dissolve or liquidate in whole or in part or merge or consolidate with any other
Person;




     (vii) (A) permit the validity or effectiveness of this Indenture to be impaired, or
permit the lien of this Indenture to be amended, hypothecated, subordinated, terminated or
discharged, or permit any Person to be released from any covenants or obligations with
respect to the Notes except as may expressly be permitted hereby, (B) permit any lien,
charge, excise, claim, security interest, mortgage or other encumbrance to be created on or
extend to or otherwise arise upon or burden the Trust Estate or any part thereof or any
interest therein or the proceeds thereof (other than tax liens, mechanics’ liens and other
liens that arise by operation of law, in each case, on any Mortgaged Property and arising
solely as a result of an action or omission of the related Borrowers), other than the lien
of this Indenture or (C) permit any Person other than itself, the Owner Trustee and the
Noteholders to have any right, title or interest in the Trust Estate;




     (viii) remove the Administrator without the prior written consent of the Majority
Noteholders; or




     (ix) take any other action or fail to take any action which may cause the Trust to be
taxable as (a) an association pursuant to Section 7701 of the Code and the corresponding
regulations, or (b) as a taxable mortgage pool pursuant to Section 7701(i) of the Code.



          Section 3.07 Performance of Obligations; Servicing of Loans. (a) The Issuer will not
take any action and will use its best efforts not to permit any action to be taken by others that
would release any Person from any of such Person’s covenants or obligations under any instrument or
agreement included in the Collateral or that would result in the amendment, hypothecation,
subordination, termination or discharge of, or impair the validity or effectiveness of, any such
instrument or agreement, except as expressly provided in the Basic Documents or such other
instrument or agreement.




          (b) The Issuer may contract with or otherwise obtain the assistance of other Persons
(including, without limitation, the Administrator under the Administration Agreement)




18









 







to assist it in performing its duties under this Indenture, and any performance of such duties
by a Person identified to the Indenture Trustee in an Officer’s Certificate of the Issuer shall be
deemed to be action taken by the Issuer. Initially, the Issuer has contracted with the Servicer
and the Administrator to assist the Issuer in performing its duties under this Indenture.




          (c) The Issuer will punctually perform and observe all of its obligations and agreements
contained in this Indenture, in the Basic Documents and in the instruments and agreements included
in the Collateral, including but not limited to (i) filing or causing to be filed all UCC financing
statements and continuation statements required to be filed by the terms of this Indenture and the
Sale and Servicing Agreement and (ii) recording or causing to be recorded all Mortgages,
Assignments of Mortgage, all intervening Assignments of Mortgage and all assumption and
modification agreements required to be recorded by the terms of the Sale and Servicing Agreement,
in accordance with and within the time periods provided for in this Indenture and/or the Sale and
Servicing Agreement, as applicable. Except as otherwise expressly provided therein, the Issuer
shall not waive, amend, modify, supplement or terminate any Basic Document or any provision thereof
without the consent of the Indenture Trustee and the Majority Noteholders.




          (d) If the Issuer shall have knowledge of the occurrence of a Servicing Event of Default, the
Issuer shall promptly notify the Indenture Trustee and the Initial Noteholder thereof, and shall
specify in such notice the action, if any, the Issuer is taking with respect to such default. If a
Servicing Event of Default shall arise from the failure of the Servicer to perform any of its
duties or obligations under the Sale and Servicing Agreement with respect to the Loans, the Issuer
shall take all reasonable steps available to it to remedy such failure.




          (e) [Reserved]




          (f) Upon any termination of the Servicer’s rights and powers pursuant to the Sale and
Servicing Agreement, the Issuer shall promptly notify the Indenture Trustee. As soon as a
successor servicer is appointed pursuant to the Sale and Servicing Agreement, the Issuer shall
notify the Indenture Trustee of such appointment, specifying in such notice the name and address of
such successor servicer.




          (g) Without derogating from the absolute nature of the assignment granted to the Indenture
Trustee under this Indenture or the rights of the Indenture Trustee hereunder, the Issuer agrees
(i) that it will not, without the prior written consent of the Indenture Trustee, amend, modify,
waive, supplement, terminate or surrender, or agree to any amendment, modification, supplement,
termination, waiver or surrender of, the terms of any Collateral (except to the extent otherwise
permitted by the Sale and Servicing Agreement) or the Basic Documents, or waive timely performance
or observance by the Servicer or the Depositor under the Sale and Servicing Agreement; and (ii)
that any such amendment shall not (A) reduce in any manner the amount of, or accelerate or delay
the timing of, distributions that are required to be made for the benefit of the Noteholders or (B)
reduce the aforesaid percentage of the Notes that is required to consent to any such amendment,
without the consent of Noteholders evidencing 100% Percentage Interests of the Outstanding Notes.
If any such amendment, modification, supplement or waiver shall so be consented to by the Indenture
Trustee, the Issuer agrees, promptly following a request by the Indenture Trustee to do so, to
execute and deliver, in its own





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name and at its own expense, such agreements, instruments, consents and other documents as the
Indenture Trustee may deem necessary or appropriate in the circumstances.




          Section 3.08 Reserved.




          Section 3.09 Annual Statement as to Compliance. So long as the Notes are Outstanding,
the Issuer will deliver to the Indenture Trustee, within 120 days after the end of each fiscal year
of the Issuer (commencing with the fiscal year beginning on May 1, 2007), an Officer’s Certificate
stating, as to the Authorized Officer signing such Officer’s Certificate, that:





     (i) a review of the activities of the Issuer during such year and of its performance
under this Indenture has been made under such Authorized Officer’s supervision; and




     (ii) to the best of such Authorized Officer’s knowledge, based on such review, the
Issuer has materially complied with all conditions and covenants under this Indenture
throughout such year, or, if there has been a default in its compliance with any such
condition or covenant, specifying each such default known to such Authorized Officer and the
nature and status thereof.



          Section 3.10 Covenants of the Issuer. All covenants of the Issuer in this Indenture
are covenants of the Issuer and are not covenants of the Owner Trustee. The Owner Trustee is, and
any successor Owner Trustee under the Trust Agreement will be, entering into this Indenture solely
as Owner Trustee under the Trust Agreement and not in its respective individual capacity, and in no
case whatsoever shall the Owner Trustee or any such successor Owner Trustee be personally liable
on, or for any loss in respect of, any of the statements, representations, warranties or
obligations of the Issuer hereunder, as to all of which the parties hereto agree to look solely to
the property of the Issuer.




          Section 3.11 Servicer’s Obligations. The Issuer shall cause the Servicer to comply
with the Sale and Servicing Agreement.




          Section 3.12 Restricted Payments. The Issuer shall not, directly or indirectly, (i)
pay any dividend or make any distribution (by reduction of capital or otherwise), whether in cash,
property, securities or a combination thereof, to (a) the Owner Trustee, (b) any owner of a
beneficial interest in the Issuer or (c) another Person, (ii) redeem, purchase, retire or otherwise
acquire for value any such ownership or equity interest or security or (iii) set aside or otherwise
segregate any amounts for any such purpose; provided, however, that the Issuer may make, or cause
to be made, (x) distributions to the Servicer, the Indenture Trustee, the Owner Trustee and the
Noteholders and the holders of the Trust Certificates as contemplated by, and to the extent funds
are available for such purpose under, the Sale and Servicing Agreement or the Trust Agreement and
(y) payments to the Administrator pursuant to Section 4 of the Administration Agreement. The
Issuer will not, directly or indirectly, make or cause to be made payments to or distributions from
the Collection Account, Advance Account or Distribution Account except in accordance with this
Indenture and the Basic Documents.




          Section 3.13 Treatment of Notes as Debt for All Purposes. The Issuer shall, and shall
cause the Administrator to, treat the Notes as indebtedness for all purposes.




20









 








          Section 3.14 Notice of Default. The Issuer shall give the Indenture Trustee and the
Initial Noteholder prompt written notice of each Default hereunder and each default on the part of
the Servicer or the Loan Originator of their respective obligations under any of the Basic
Documents.




          Section 3.15 Further Instruments and Acts. Upon request of the Indenture Trustee, the
Issuer will execute and deliver such further instruments and do such further acts as may be
reasonably necessary or proper to carry out more effectively the purpose of this Indenture.




ARTICLE IV




SATISFACTION AND DISCHARGE




          Section 4.01 Satisfaction and Discharge of Indenture. This Indenture shall cease to
be of further effect with respect to the Notes (except as to (i) rights of registration of transfer
and exchange, (ii) substitution of mutilated, destroyed, lost or stolen Notes, (iii) rights of
Noteholders to receive payments of principal thereof and interest thereon, (iv) Sections
3.03, 3.04 and 3.10 hereof, (v) the rights, obligations and immunities of the
Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section
6.07 hereof and the obligations of the Indenture Trustee under Section 4.02 hereof) and
(vi) the rights of Noteholders as beneficiaries hereof with respect to the property so deposited
with the Indenture Trustee payable to all or any of them), and the Indenture Trustee, on demand of
and at the expense of the Issuer, shall execute proper instruments satisfactory to it, and prepared
and delivered to it by the Issuer, acknowledging satisfaction and discharge of this Indenture with
respect to the Notes, when all of the following have occurred:





     (A) either




	 	(1)	 	all Notes theretofore
authenticated and delivered (other than (i) Notes that have been
destroyed, lost or stolen and that have been replaced or paid as
provided in Section 2.04 hereof and (ii) Notes for the
payment of which money has theretofore been deposited in trust
or segregated and held in trust by the Issuer and thereafter
repaid to the Issuer or discharged from such trust, as provided
in Section 3.03 hereof) shall have been delivered to the
Indenture Trustee for cancellation; or
	 
	 	(2)	 	all Notes not theretofore
delivered to the Indenture Trustee for cancellation






	 	a.	 	shall have become
due and payable, or
	 
	 	b.	 	are to be called
for redemption within one year under arrangements
satisfactory to the Initial Noteholder for the giving of
notice of redemption




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	 	 	 	by the Indenture Trustee in the name, and at the
expense, of the Issuer,
	 
	 	c.	 	and the Issuer,
in the case of clause a. or b. above, has irrevocably
deposited or caused irrevocably to be deposited with the
Indenture Trustee cash or direct obligations of or
obligations guaranteed by the United States of America
(which will mature prior to the date such amounts are
payable), in trust for such purpose, in an amount
sufficient to pay and discharge the entire indebtedness
on such Notes not theretofore delivered to the Indenture
Trustee for cancellation when due to the applicable
Maturity Date or the Redemption Date (if Notes shall
have been called for redemption pursuant to Section
10.01 hereof), as the case may be; and






     (B) the latest of (a) the payment in full of all outstanding obligations under
the Notes, (b) the payment in full of all unpaid Trust Fees and Expenses and (c) the
date on which the Issuer has paid or caused to be paid all other sums payable
hereunder by the Issuer; and




     (C) the Issuer shall have delivered to the Indenture Trustee and the Initial
Noteholder an Officer’s Certificate and an Opinion of Counsel, each meeting the
applicable requirements of Section 11.01 hereof and, subject to Section
11.02 hereof, each stating that all conditions precedent herein provided for,
relating to the satisfaction and discharge of this Indenture with respect to the
Notes, have been complied with.



          Section 4.02 Application of Trust Money. All moneys deposited with the Indenture
Trustee pursuant to Sections 3.03 and 4.01 hereof shall be held in trust and applied by it,
in accordance with the provisions of the Notes and this Indenture, to the payment, either directly
or through any Paying Agent, as the Indenture Trustee may determine, to the Noteholders for the
payment or redemption of which such moneys have been deposited with the Indenture Trustee, of all
sums due and to become due thereon for principal and/or interest; but such moneys need not be
segregated from other funds except to the extent required herein or in the Sale and Servicing
Agreement or required by law.




          Section 4.03 Repayment of Moneys Held by Paying Agent. In connection with the
satisfaction and discharge of this Indenture with respect to the Notes, all moneys then held by any
Paying Agent other than the Indenture Trustee under the provisions of this Indenture with respect
to such Notes and not applied to the payment of the Notes at the time of such satisfaction and
discharge shall, upon demand of the Issuer, be paid to the Indenture Trustee to be held and applied
according to Section 3.03 hereof and thereupon such Paying Agent shall be released from all
further liability with respect to such moneys.




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ARTICLE V




REMEDIES




          Section 5.01 Events of Default. “Event of Default” wherever used herein, means any
one of the following events (whatever the reason for such Event of Default and whether it shall be
voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or
order of any court or any order, rule or regulation of any administrative or governmental body):




          (a) default in the payment of any interest on any Note when the same becomes due and payable;
or




          (b) default in the payment of any installment of the Overcollateralization Shortfall of any
Note (i) on any Payment Date or (ii) on the Maturity Date, or, but only to the extent that there
are funds available in the Distribution Account therefor, default in the payment of any installment
of the principal of any Note from such available funds on the Redemption Date; or




(c) the occurrence of a Servicer Event of Default; or




          (d) default in the observance or performance of any covenant or agreement of the Issuer made
in any Basic Document to which it is a party (other than a covenant or agreement, a default in the
observance or performance of which is elsewhere in this Section 5.01 specifically dealt
with), or any representation or warranty of the Issuer made in any Basic Document to which it is a
party or in any certificate or other writing delivered pursuant thereto or in connection therewith
proving to have been incorrect in any material respect as of the time when the same shall have been
made, and such default shall continue or not be cured, or the circumstance or condition in respect
of which such misrepresentation or warranty was incorrect shall not have been eliminated or
otherwise cured, for a period of 30 days after there shall have been given, by oral (including
telephonic) communication, to the Issuer by the Indenture Trustee, or to the Issuer, the Depositor
and the Indenture Trustee by the Initial Noteholder, written notice thereof or knowledge thereof by
the Issuer, Depositor or Loan Originator; or




          (e) default in the observance or performance of any covenant or agreement of the Depositor (or
any other transferor of loans to the Issuer) or the Loan Originator made in any Basic Document to
which it is a party or any representation or warranty of the Depositor (except as otherwise
expressly provided in the Basic Documents with respect to representations and warranties regarding
the Loans) or Loan Originator made in any Basic Document to which it is a party, proving to have
been incorrect in any material respect as of the time when the same shall have been made, and such
default shall continue or not be cured, or the circumstance or condition in respect of which such
misrepresentation or warranty was incorrect shall not have been eliminated or otherwise cured, for
a period of 30 days (or five days in the case of the failure of the Loan Originator to make a
payment in respect of the Transfer Obligation) after there shall have been given to the Issuer and
the Depositor by the Indenture Trustee, or to the Issuer, the Depositor and the Indenture Trustee
by the Initial Noteholder, written notice thereof or knowledge thereof by the Issuer, the Depositor
or Loan Originator; or




23









 








          (f) default in the observance or performance of any covenant or agreement of the Loan
Originator or any direct or indirect subsidiary (other than any domestic or offshore entities
established for the purpose of issuing net interest margin securities) made in any repurchase
agreement, loan and security agreement or other similar credit facility agreement entered into by
the Loan Originator or any such subsidiary and any third party for borrowed funds in excess of
$30,000,000, including any default which entitles any party to require acceleration or prepayment
of any indebtedness thereunder; or




          (g) the filing of a decree or order for relief by a court having jurisdiction over the Issuer,
any Affiliate of the Issuer, the Depositor or the Loan Originator or all or substantially all of
the Collateral in an involuntary case under any applicable federal or state bankruptcy, insolvency
or other similar law now or hereafter in effect, or the appointing of a receiver, liquidator,
assignee, custodian, trustee, sequestrator or similar official of the Issuer, any Affiliate of the
Issuer, the Depositor or the Loan Originator or for all or substantially all of the Collateral, or
the ordering of the winding-up or liquidation of the affairs of the Issuer, any Affiliate of the
Issuer, the Depositor or the Loan Originator, and such decree or order shall remain unstayed and in
effect for a period of 60 consecutive days; or




          (h) the commencement by the Issuer, any Affiliate of the Issuer, the Depositor or the Loan
Originator of a voluntary case under any applicable federal or state bankruptcy, insolvency or
other similar law now or hereafter in effect, or the consent by the Issuer, any Affiliate of the
Issuer, the Depositor or the Loan Originator to the entry of an order for relief in an involuntary
case under any such law, or the consent by the Issuer, any Affiliate of the Issuer, the Depositor
or the Loan Originator to the appointment or taking possession by a receiver, liquidator, assignee,
custodian, trustee, sequestrator or similar official of the Issuer, any Affiliate of the Issuer,
the Depositor or the Loan Originator or for any substantial part of the Collateral, or the making
by the Issuer, the Depositor or the Loan Originator of any general assignment for the benefit of
creditors, or the failure by the Issuer, any Affiliate of the Issuer, the Depositor or the Loan
Originator generally to pay its respective debts as such debts become due, or the admission in
writing by the Issuer, any Affiliate of the Issuer, the Depositor or the Loan Originator of its
inabiliaty to pay its debts as they become due, or the taking of any action by the Issuer, any
Affiliate of the Issuer, the Depositor or the Loan Originator in furtherance of any of the
foregoing; or




          (i) a Change of Control of the Loan Originator or Option One Mortgage Capital Corporation; or




          (j) the Notes shall be Outstanding on the day after the end of the Revolving Period; or




          (k) default in the payment of any Make-Whole Premium that becomes due; or




          (l) the Indenture Trustee shall cease to have a first priority perfected Lien with respect to
the Collateral or any material portion thereof; or




          (m) failure of Option One to satisfy the financial covenants set forth in Section 7.02 of the
Sale and Servicing Agreement; or




24









 








          (n) the Issuer shall enter into any agreement, other than this Agreement and the other Basic
Documents, to borrow money from any Person, or shall incur any other material debt obligation to
any Person for a reason other than money borrowed, and other than amounts owed to the Depositor (or
any other transferor of loans to the Issuer) in consideration of assets purchased by the Issuer, in
each case without first obtaining the specific written consent of the Initial Noteholder (which
consent may be given or withheld in the Initial Noteholder’s sole discretion); or




          (o) Either of the following shall occur: (i) the Depositor (or other transferor of loans to
the Issuer), Option One, or Option One Mortgage Capital Corporation shall default under any of the
Basic Documents to which it is a party, any applicable grace period set forth thereon shall have
expired, and such default, in the Initial Noteholder’s good faith business judgment, is likely to
have a Material Adverse Effect; or (ii) any recourse debt (as distinguished from asset-backed debt
other than secured and warehouse debt that is recourse debt) on which the Depositor (or other
transferor of loans to the Issuer) or Option One or any Affiliate of Option One is accelerated by
the lender(s) thereunder as a result of the occurrence of any event of default thereunder and such
acceleration, in the Initial Noteholder’s commercially reasonable business judgment, is likely to
have a Material Adverse Effect; provided that any waiver of such event of default by the lender(s)
thereunder shall automatically constitute a waiver of the corresponding Event of Default hereunder;
or




          (p) without the prior written consent of the Note Purchaser (i) the Issuer shall cease to be
wholly owned by the Depositor, or indirectly wholly-owned by Option One, or (ii) the Issuer shall
either (x) merge with or into or consolidate with any other Person, regardless of whether the
Issuer is the surviving entity in such merger or consolidation, or transfer all or substantially
all of its assets to any other Person to accomplish a similar purpose, or (y) wind up, liquidate,
or dissolve, or (z) agree to do any of the foregoing, or (iii) a Change in Control shall occur; or




          (q) a final, non-appealable judgment by any competent court in the United States for the
payment of money in an amount in excess of $3,000 is rendered against the Issuer, and the same
remains undischarged and unpaid for a period of sixty (60) days during which execution of the
judgment is not effectively stayed; or




          (r) the Issuer and Option One shall fail to satisfy their obligations to cure a breach or
repurchase a Mortgage Loan, as required under the Basic Documents; or




          (s) the Issuer shall enter into any agreement, other than this Indenture and the other Basic
Documents, to borrow money from any person, or shall incur any other material debt obligation to
any Person for a reason other than money borrowed, and other than amounts owed to the immediate
transferor of assets in consideration of assets purchased by the Issuer under the Sale and
Servicing Agreement or the Master Disposition Confirmation Agreement, in each case without first
obtaining the specific written consent of the Majority Noteholders (which consent may be given or
withheld in the Majority Noteholders’ sole discretion), or




          (t) either of the following shall occur: (i) the Depositor or Loan Originator shall default
under any of the Basic Documents to which it is a party, any applicable grace period




25









 







set forth thereon shall have expired, and such default, in the Note Purchaser’s good faith
business judgment, is likely to have a Material Adverse Effect; or (ii) any recourse debt (as
distinguished from asset-backed debt other than secured and warehouse debt that is recourse debt)
on which the Depositor or Loan Originator or any other affiliate of Option One is accelerated by
the lender(s) thereunder as a result of the occurrence of any event of default thereunder and such
acceleration, in the Majority Noteholders’ good faith business judgment, is likely to have a
Material Adverse Effect; provided that any waiver of such event of default by the lender(s)
thereunder shall automatically constitute a waiver of the corresponding Event of Default hereunder,
or




          (u) except with the prior written consent of the Majority Noteholders, any agreement between
the Issuer and Option One, the Issuer and Capital, or Option One and Capital is amended,
supplemented or modified in any respect that has, or could reasonably be expected to have, a
Material Adverse Effect, including, without limitation, any such occurrence that adversely affects
the Issuer’s, or the Noteholders’ right to enforce any or all of the remedies under the Sale and
Servicing Agreement or any such agreement in respect of a breach of the representations and
warranties of the transferor thereunder with respect to any Loan.




          The Issuer shall deliver to the Indenture Trustee, within five days after the occurrence
thereof, written notice in the form of an Officer’s Certificate of any event which with the giving
of notice and the lapse of time would become an Event of Default under clauses (d) or (e) above,
the status of such event and what action the Issuer or the Depositor, as applicable, is taking or
proposes to take with respect thereto.




          Section 5.02 Acceleration of Maturity; Rescission and Annulment. If an Event of
Default should occur and be continuing, then and in every such case the Indenture Trustee may, and
shall if so directed in writing by the Majority Noteholders, declare all the Notes to be
immediately due and payable, by a notice in writing to the Issuer (and to the Indenture Trustee if
given by Noteholders), and upon any such declaration, the unpaid principal amount of such Notes,
together with accrued and unpaid interest thereon through the date of acceleration, shall become
immediately due and payable and the Revolving Period shall terminate; provided that, upon the
occurrence of an Event of Default described in Section 5.01(g) or (h), the Notes shall
automatically and immediately become due and payable and the Revolving Period shall terminate. In
either case, the Indenture Trustee shall forthwith apply (or cause to be applied) the cash, if any,
then held by it as part of the Collateral to the payment of the Notes.




          At any time after such declaration of acceleration of maturity has been made and before a
judgment or decree for payment of the moneys due has been obtained by the Indenture Trustee as
hereinafter in this Article V provided, the Majority Noteholders, by written notice to the
Issuer and the Indenture Trustee, may rescind and annul such declaration and its consequences if:




          (a) the Issuer has paid or deposited with the Indenture Trustee a sum sufficient to pay:




26









 









	 	1.	 	all payments of principal of and/or interest on all Notes and all other amounts
that would then be due hereunder or upon such Notes if the Event of Default giving rise
to such acceleration had not occurred; and
	 
	 	2.	 	all sums paid or advanced by the Indenture Trustee hereunder and the reasonable
compensation, expenses, disbursements and advances of the Indenture Trustee and its
agents and counsel; and





          (b) all Events of Default, other than the nonpayment of the principal of the Notes that has
become due solely by such acceleration, have been cured or waived as provided in Section
5.12 hereof. No such rescission shall affect any subsequent default or impair any right
consequent thereto.




          Section 5.03 Collection of Indebtedness and Suits for Enforcement by Indenture
Trustee. (a) The Issuer covenants that if (i) default is made in the payment of any interest
on any Note when the same becomes due and payable, and such default continues for a period of five
days, or (ii) default is made in the payment of the principal of or any installment of the
principal of any Note when the same becomes due and payable, the Issuer will, upon demand of the
Indenture Trustee, pay to the Indenture Trustee, for the benefit of the Noteholders, the whole
amount then due and payable on such Notes for principal and/or interest, with interest upon the
overdue principal and, to the extent payment at such rate of interest shall be legally enforceable,
upon overdue installments of interest at the rate equal to LIBOR plus 4.00%.




          (b) In case the Issuer shall fail forthwith to pay such amounts upon such demand, the
Indenture Trustee shall at the direction of the Majority Noteholders, subject to Section
5.06(c) institute a Proceeding for the collection of the sums so due and unpaid, and may
prosecute such Proceeding to judgment or final decree, and may enforce the same against the Issuer
or other obligor upon such Notes and collect in the manner provided by law out of the property of
the Issuer or other obligor upon such Notes, wherever situated, the moneys adjudged or decreed to
be payable.




          (c) If an Event of Default occurs and is continuing, the Indenture Trustee shall at the
direction of the Majority Noteholders, as more particularly provided in Section 5.04
hereof, subject to Section 5.06(c) hereof, proceed to protect and enforce its rights and
the rights of the Noteholders by such appropriate Proceedings as the Indenture Trustee shall deem
most effective to protect and enforce any such rights, whether for the specific enforcement of any
covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or
to enforce any other proper remedy or legal or equitable right vested in the Indenture Trustee by
this Indenture or by law.




          (d) In case there shall be pending, relative to the Issuer or any other obligor upon the Notes
or any Person having or claiming an ownership interest in the Collateral, Proceedings under Title
11 of the United States Code or any other applicable federal or state bankruptcy, insolvency or
other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization,
liquidator, sequestrator or similar official shall have been appointed for or taken possession of
the Issuer or its property or such other obligor or Person, or in case of any other comparable
judicial Proceedings relative to the Issuer or other obligor upon





27









 







the Notes, or to the creditors or property of the Issuer or such other obligor, the Indenture
Trustee, irrespective of whether the principal of any Notes shall then be due and payable as
therein expressed or by declaration or otherwise and irrespective of whether the Indenture Trustee
shall have made any demand pursuant to the provisions of this Section 5.03, shall be
entitled and empowered by intervention in such Proceedings or otherwise:





     (i) to file and prove a claim or claims for the whole amount of principal and/or
interest owing and unpaid in respect of the Notes and to file such other papers or documents
as may be necessary or advisable in order to have the claims of the Indenture Trustee
(including any claim for reasonable compensation to the Indenture Trustee, each predecessor
Indenture Trustee, and its agents, attorneys and counsel, and for reimbursement of all
expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each
predecessor Indenture Trustee, except as a result of negligence or bad faith) and of the
Noteholders allowed in such Proceedings;




     (ii) unless prohibited by applicable law and regulations, to vote on behalf of the
Noteholders and as directed by the Majority Noteholders in any election of a trustee, a
standby trustee or Person performing similar functions in any such Proceedings;




     (iii) to collect and receive any moneys or other property payable or deliverable on any
such claims and to distribute all amounts received with respect to the claims of the
Noteholders and the Indenture Trustee on their behalf; and




     (iv) to file such proofs of claim and other papers or documents as may be necessary or
advisable in order to have the claims of the Indenture Trustee or the Noteholders allowed in
any judicial proceedings relative to the Issuer, its creditors and its property; and any
trustee, receiver, liquidator, custodian or other similar official in any such Proceeding is
hereby authorized by each of such Noteholders to make payments to the Indenture Trustee and,
in the event that the Indenture Trustee shall consent to the making of payments directly to
such Noteholders, to pay to the Indenture Trustee such amounts as shall be sufficient to
cover reasonable compensation to the Indenture Trustee, each predecessor Indenture Trustee
and their respective agents, attorneys and counsel, and all other expenses and liabilities
incurred and all advances made by the Indenture Trustee and each predecessor Indenture
Trustee except as a result of negligence or bad faith.



          (e) Nothing herein contained shall be deemed to authorize the Indenture Trustee to authorize
or consent to or vote for or accept or adopt on behalf of any Noteholder any plan of
reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any
Holder thereof or to authorize the Indenture Trustee to vote in respect of the claim of any
Noteholder in any such proceeding except, as aforesaid, to vote for the election of a trustee in
bankruptcy or similar Person.




          (f) All rights of action and of asserting claims under this Indenture, or under any of the
Notes, may be enforced by the Indenture Trustee without the possession of any of the Notes or the
production thereof in any trial or other Proceedings relative thereto, and any such action or
Proceedings instituted by the Indenture Trustee shall be brought in its own name as





28









 







trustee of an express trust, and any recovery of judgment, subject to the payment of the
expenses, disbursements and compensation of the Indenture Trustee, each predecessor Indenture
Trustee and their respective agents, attorneys and counsel, shall be for the ratable benefit of the
Noteholders.




          (g) In any Proceedings brought by the Indenture Trustee (and also any Proceedings involving
the interpretation of any provision of this Indenture to which the Indenture Trustee shall be a
party), the Indenture Trustee shall be held to represent all the Noteholders, and it shall not be
necessary to make any Noteholder a party to any such Proceedings.




          Section 5.04 Remedies; Priorities. (a) If an Event of Default shall have occurred and
be continuing, the Indenture Trustee, at the direction of the Majority Noteholders, shall do one or
more of the following (subject to Section 5.05 hereof):





     (i) institute Proceedings in its own name and as trustee of an express trust for the
collection of all amounts then payable on the Notes or under this Indenture with respect
thereto, whether by declaration or otherwise, enforce any judgment obtained, and collect
from the Issuer and any other obligor upon such Notes moneys adjudged due;




     (ii) institute Proceedings from time to time for the complete or partial foreclosure of
this Indenture with respect to the Collateral;




     (iii) exercise any remedies of a secured party under the UCC and take any other
appropriate action to protect and enforce the rights and remedies of the Indenture Trustee
or the Noteholders; and




     (iv) sell the Collateral or any portion thereof or rights or interest therein in a
commercially reasonable manner, at one or more public or private sales called and conducted
in any manner permitted by law; provided, however, that the Indenture Trustee may not sell
or otherwise liquidate the Collateral following an Event of Default, unless (A) the Holders
of 100% Percentage Interests of the Outstanding Notes consent thereto, (B) the proceeds of
such sale or liquidation distributable to the Noteholders are sufficient to discharge in
full all amounts then due and unpaid upon such Notes for principal and/or interest or (C)
the Indenture Trustee determines that the Collateral will not continue to provide sufficient
funds for the payment of principal of and interest on the Notes as they would have become
due if the Notes had not been declared due and payable, and the Indenture Trustee obtains
the consent of Holders of not less than 66-2/3% Percentage Interests of the Outstanding
Notes. In determining such sufficiency or insufficiency with respect to clause (B) and (C)
of this subsection (a)(iv), the Indenture Trustee may, but need not, obtain and rely upon an
opinion of an Independent investment banking or accounting firm of national reputation as to
the feasibility of such proposed action and as to the sufficiency of the Collateral for such
purpose. The Initial Noteholder may purchase any or all of the Collateral. If the proceeds
of sale, collection, foreclosure, or other realization on the Collateral are insufficient to
cover the costs and expenses of such realizing on the Collateral and the payment in full of
the Obligations, the Issuer shall remain liable for any deficiency.



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          (b) If the Indenture Trustee collects any money or property pursuant to this Article
V, it shall pay out the money or property in the following order:





     FIRST: in the following order of priority: (a) to the Indenture Trustee, an amount
equal to all unreimbursed Indenture Trustee Fees and indemnities and any other amounts
payable to the Indenture Trustee pursuant to the Basic Documents and to the Indenture
Trustee or Sale Agents, as applicable, all reasonable fees and expenses incurred by them and
their agents and representatives in connection with the enforcement of the remedies provided
for in this Article V, (b) to the Custodian, an amount equal to all unpaid Custodian
Fees and indemnities and any other amounts payable to the Custodian pursuant to the Basic
Documents, (c) to the Owner Trustee, an amount equal to all unreimbursed Owner Trustee Fees
and indemnities and any other amounts payable to the Owner Trustee pursuant to the Basic
Documents, and (d) to the Servicer, an amount equal to (i) all unreimbursed Servicing
Compensation and (ii) all unreimbursed Nonrecoverable Servicing Advances;




     SECOND: to the Noteholders pro rata, all amounts in respect of interest
due and owing and Make-Whole Premiums under the Notes;




     THIRD: to the Noteholders pro rata, all amounts in respect of unpaid
principal of the Notes;




     FOURTH: to the Purchaser or any other Indemnified Party (as each such term is defined
in the Note Purchase Agreement), amounts in respect of Issuer/Depositor Indemnities (as
defined in the Trust Agreement) and to the Initial Noteholder amounts in respect of Due
Diligence Fees (as set forth in Section 11.15 of the Sale and Servicing Agreement)
until such amounts are paid in full;




     FIFTH: to the Owner Trustee, for any amounts to be distributed pro rata to the holders
of the Trust Certificates pursuant to the Trust Agreement.



          The Indenture Trustee may fix a record date and payment date for any payment to be made to the
Noteholders pursuant to this Section 5.04. At least 15 days before such record date, the
Indenture Trustee shall mail to each Noteholder and the Issuer a notice that states the record
date, the payment date and the amount to be paid.




          Section 5.05 Optional Preservation of the Collateral. If the Notes have been declared
to be due and payable under Section 5.02 hereof following an Event of Default and such
declaration and its consequences have not been rescinded and annulled, the Indenture Trustee may,
but need not, unless contrary directions have been given by 66-2/3% of the Noteholders, elect to
maintain possession of the Collateral.




          Section 5.06 Limitation of Suits. No Noteholder shall have any right to institute any
Proceeding, judicial or otherwise, with respect to this Indenture or for the appointment of a
receiver or trustee, or for any other remedy hereunder, unless:




          (a) such Noteholder has previously given written notice to the Indenture Trustee of a
continuing Event of Default;




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          (b) the Noteholders evidencing not less than 25% Percentage Interests of the Outstanding Notes
have made written request to the Indenture Trustee to institute such Proceeding in respect of such
Event of Default in its own name as Indenture Trustee hereunder;




          (c) such Noteholder or Noteholders have offered to the Indenture Trustee reasonable indemnity
against the costs, expenses and liabilities to be incurred in complying with such request;




          (d) the Indenture Trustee for 30 days after its receipt of such notice, request and offer of
indemnity has failed to institute such Proceeding; and




          (e) no direction inconsistent with such written request has been given to the Indenture
Trustee during such 30-day period by the Majority Noteholders.




          It is understood and intended that no one or more Noteholders shall have any right in any
manner whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb
or prejudice the rights of any other Noteholders or to obtain or to seek to obtain priority or
preference over any other Noteholders or to enforce any right under this Indenture, except in the
manner herein provided.




          In the event the Indenture Trustee shall receive conflicting or inconsistent requests and
indemnity from two or more groups of Noteholders, neither of which evidences Percentage Interests
of the Outstanding Notes greater than 50%, the Indenture Trustee in its sole discretion may
determine what action, if any, shall be taken, notwithstanding any other provisions of this
Indenture and shall have no obligation or liability to any such group of Noteholders for such
action or inaction.




          Section 5.07 Unconditional Rights of Noteholders to Receive Principal and/or Interest.
Notwithstanding any other provisions in this Indenture, any Noteholder shall have the right, which
is absolute and unconditional, to receive payment of interest on and any Overcollateralization
Shortfall on and, on the Maturity Date, all outstanding principal and interest on each Note and to
institute suit for the enforcement of any such payment, and such right shall not be impaired
without the consent of such Noteholder.




          Section 5.08 Restoration of Rights and Remedies. If the Indenture Trustee or any
Noteholder has instituted any Proceeding to enforce any right or remedy under this Indenture and
such Proceeding has been discontinued or abandoned for any reason or has been determined adversely
to the Indenture Trustee or to such Noteholder, then and in every such case the Issuer, the
Indenture Trustee and the Noteholders shall, subject to any determination in such Proceeding, be
restored severally and respectively to their former positions hereunder, and thereafter all rights
and remedies of the Indenture Trustee and the Noteholders shall continue as though no such
Proceeding had been instituted.




          Section 5.09 Rights and Remedies Cumulative. No right or remedy herein conferred upon
or reserved to the Indenture Trustee or to the Noteholders is intended to be exclusive of any other
right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative
and in addition to every other right and remedy given hereunder or now or hereafter existing at law
or in equity or otherwise. The assertion or employment of any right or





31









 







remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of
any other appropriate right or remedy.




          Section 5.10 Delay or Omission Not a Waiver. No delay or omission of the Indenture
Trustee or any Noteholder to exercise any right or remedy accruing upon any Default or Event of
Default shall impair any such right or remedy or constitute a waiver of any such Default or Event
of Default or an acquiescence therein. Every right and remedy given by this Article V or by law to
the Indenture Trustee or to the Noteholders may be exercised from time to time, and as often as may
be deemed expedient, by the Indenture Trustee or by the Noteholders, as the case may be.




          Section 5.11 Control by Noteholders. The Majority Noteholders shall have the right to
direct the time, method and place of conducting any Proceeding for any remedy available to the
Indenture Trustee with respect to the Notes or exercising any trust or power conferred on the
Indenture Trustee; provided, however, that:




          (a) such direction shall not be in conflict with any rule of law or with this Indenture;




          (b) subject to the express terms of Section 5.04(a)(iv) hereof, any direction to the
Indenture Trustee to sell or liquidate the Collateral shall be by Holders representing Percentage
Interests of the Outstanding Notes of not less than 100%;




          (c) if the conditions set forth in Section 5.05 hereof have been satisfied and the
Indenture Trustee elects to retain the Collateral pursuant to such Section, then any direction to
the Indenture Trustee by Holders representing Percentage Interests of the Outstanding Notes of less
than 66-2/3% to sell or liquidate the Collateral shall be of no force and effect; and




          (d) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee
that is not inconsistent with such direction.




          In connection with any sale of the Collateral in accordance with paragraph (c) above, the
Majority Noteholders may, in their sole discretion appoint agents to effect the sale of the
Collateral (such agents, “Sale Agents”), which Sale Agents may be Affiliates of any
Noteholder. The Sale Agents shall be entitled to reasonable compensation in connection with such
activities from the proceeds of such sale.




          Notwithstanding the rights of the Noteholders set forth in this Section 5.11, subject
to Section 6.01 hereof, the Indenture Trustee need not take any action that it determines
might involve it in liability or might materially adversely affect the rights of any Noteholders
not consenting to such action.




          Section 5.12 Waiver of Past Defaults. The Majority Noteholders may waive any past
Default or Event of Default and its consequences, except a Default (a) in the payment of principal
of or interest on any of the Notes or (b) in respect of a covenant or provision hereof that cannot
be modified or amended without the consent of each Noteholder. In the case of any such waiver, the
Issuer, the Indenture Trustee and Noteholders shall be restored to their former





32









 







positions and rights hereunder, respectively; but no such waiver shall extend to any
subsequent or other Default or impair any right consequent thereto.




          Upon any such waiver, such Default shall cease to exist and be deemed to have been cured and
not to have occurred, and any Event of Default arising therefrom shall be deemed to have been cured
and not to have occurred, for every purpose of this Indenture; but no such waiver shall extend to
any subsequent or other Default or Event of Default or impair any right consequent thereto.




          Section 5.13 Undertaking for Costs. All parties to this Indenture agree, and each
Noteholder by such Noteholder’s acceptance thereof shall be deemed to have agreed, that any court
may in its discretion require, in any suit for the enforcement of any right or remedy under this
Indenture, or in any suit against the Indenture Trustee for any action taken, suffered or omitted
by it as Indenture Trustee, the filing by any party litigant in such suit of an undertaking to pay
the costs of such suit, and that such court may in its discretion assess reasonable costs,
including reasonable attorneys’ fees, against any party litigant in such suit, having due regard to
the merits and good faith of the claims or defenses made by such party litigant; but the provisions
of this Section 5.13 shall not apply to (a) any suit instituted by the Indenture Trustee,
(b) any suit instituted by any Noteholder, or group of Noteholders, in each case holding in the
aggregate Percentage Interests of the Outstanding Notes of more than 10% or (c) any suit instituted
by any Noteholder for the enforcement of the payment of principal of or interest on any Note on or
after the respective due dates expressed in such Note and in this Indenture (or, in the case of
redemption, on or after the Redemption Date).




          Section 5.14 Waiver of Stay or Extension Laws. The Issuer covenants (to the extent
that it may lawfully do so) that it will not at any time insist upon, or plead or in any manner
whatsoever, claim or take the benefit or advantage of, any stay or extension law wherever enacted,
now or at any time hereafter in force, that may affect the covenants or the performance of this
Indenture; and the Issuer (to the extent that it may lawfully do so) hereby expressly waives all
benefit or advantage of any such law, and covenants that it will not hinder, delay or impede the
execution of any power herein granted to the Indenture Trustee, but will suffer and permit the
execution of every such power as though no such law had been enacted.




          Section 5.15 Action on Notes. The Indenture Trustee’s right to seek and recover
judgment on the Notes or under this Indenture shall not be affected by the seeking, obtaining or
application of any other relief under or with respect to this Indenture. Neither the lien of this
Indenture nor any rights or remedies of the Indenture Trustee or the Noteholders shall be impaired
by the recovery of any judgment by the Indenture Trustee against the Issuer or by the levy of any
execution under such judgment upon any portion of the Collateral or upon any of the assets of the
Issuer. Any money or property collected by the Indenture Trustee shall be applied in accordance
with Section 5.04(b) hereof.




          Section 5.16 Performance and Enforcement of Certain Obligations.




          (a) Promptly following a request from the Indenture Trustee or the Initial Noteholder to do so
and at the Administrator’s expense, the Issuer shall take all such lawful action as the Indenture
Trustee may request to compel or secure the performance and observance





33









 







by the Loan Originator and the Servicer, as applicable, of each of their obligations to the
Issuer under or in connection with the Sale and Servicing Agreement or the Loan Purchase and
Contribution Agreement, and to exercise any and all rights, remedies, powers and privileges
lawfully available to the Issuer under or in connection with the Sale and Servicing Agreement to
the extent and in the manner directed by the Indenture Trustee or the Initial Noteholder, including
the transmission of notices of default on the part of the Loan Originator or the Servicer
thereunder and the institution of legal or administrative actions or proceedings to compel or
secure performance by the Loan Originator or the Servicer of each of their obligations under the
Sale and Servicing Agreement and the Loan Purchase and Contribution Agreement.




          (b) If an Event of Default has occurred and is continuing, the Indenture Trustee may, and at
the direction (which direction shall be in writing or by telephone, confirmed in writing promptly
thereafter) of the Majority Noteholders shall, subject to Section 5.06(c) exercise all
rights, remedies, powers, privileges and claims of the Issuer against the Loan Originator or the
Servicer under or in connection with the Sale and Servicing Agreement or the Loan Purchase and
Contribution Agreement, including the right or power to take any action to compel or secure
performance or observance by the Loan Originator or the Servicer, as the case may be, of each of
their obligations to the Issuer thereunder and to give any consent, request, notice, direction,
approval, extension, or waiver under the Sale and Servicing Agreement, and any right of the Issuer
to take such action shall be suspended.




ARTICLE VI




THE INDENTURE TRUSTEE




          Section 6.01 Duties of Indenture Trustee. (a) If an Event of Default has occurred
and is continuing, the Indenture Trustee shall exercise the rights and powers vested in it by this
Indenture and use the same degree of care and skill in their exercise as a prudent person would
exercise or use under the circumstances in the conduct of such person’s own affairs.




          (b) Except during the continuance of an Event of Default:





     (i) the Indenture Trustee shall undertake to perform such duties and only such duties
as are specifically set forth in this Indenture and no implied covenants or obligations
shall be read into this Indenture against the Indenture Trustee; and




     (ii) in the absence of bad faith on its part, the Indenture Trustee may conclusively
rely, as to the truth of the statements and the correctness of the opinions expressed
therein, upon certificates or opinions furnished to the Indenture Trustee and conforming to
the requirements of this Indenture; provided, however, that the Indenture Trustee shall
examine the certificates and opinions to determine whether or not they conform to the
requirements of this Indenture to the extent specifically set forth herein.



          (c) The Indenture Trustee may not be relieved from liability for its own negligent action, its
own negligent failure to act or its own willful misconduct, except that:





     (i) this paragraph does not limit the effect of paragraph (b) of this Section
6.01;



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     (ii) the Indenture Trustee shall not be liable for any error of judgment made in good
faith by a Responsible Officer unless it is proved that the Indenture Trustee was negligent
in ascertaining the pertinent facts;




     (iii) the Indenture Trustee shall not be liable with respect to any action it takes or
omits to take in good faith in accordance with a direction received by it pursuant to
Section 5.11 hereof; and




     (iv) [Reserved]



          (d) [Reserved]




          (e) The Indenture Trustee shall not be liable for interest on any money received by it and
held in a Trust Account except as may be provided in the Sale and Servicing Agreement or as the
Indenture Trustee may agree in writing with the Issuer.




          (f) Money held in trust by the Indenture Trustee shall be segregated from other funds except
to the extent permitted by law or the terms of this Indenture or the Sale and Servicing Agreement.




          (g) No provision of this Indenture shall require the Indenture Trustee to expend or risk its
own funds or otherwise incur financial liability in the performance of any of its duties hereunder
or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe
that repayment of such funds or adequate indemnity against such risk or liability is not reasonably
assured to it; provided, however, that the Indenture Trustee shall not refuse or fail to perform
any of its duties hereunder solely as a result of nonpayment of its normal fees and expenses and
provided, further, that nothing in this Section 6.01(g) shall be construed to limit the
exercise by the Indenture Trustee of any right or remedy permitted under this Indenture or
otherwise in the event of the Issuer’s failure to pay the Indenture Trustee’s fees and expenses
pursuant to Section 6.07 hereof.




          (h) Every provision of this Indenture relating to the conduct or affecting the liability of or
affording protection to the Indenture Trustee shall be subject to the provisions of this
Section 6.01.




          (i) The Indenture Trustee shall not be required to take notice or be deemed to have notice or
knowledge of any Event of Default (other than an Event of Default pursuant to Section 5.01
(a) or (b) hereof) unless a Responsible Officer of the Indenture Trustee shall have
received written notice thereof or otherwise shall have actual knowledge thereof. In the absence
of receipt of notice or such knowledge, the Indenture Trustee may conclusively assume that there is
no Event of Default.




          Section 6.02 Rights of Indenture Trustee. (a) The Indenture Trustee may rely on any
document believed by it to be genuine and to have been signed or presented by the proper person.
The Indenture Trustee need not investigate any fact or matter stated in the document.




          (b) Before the Indenture Trustee acts or refrains from acting, it may require an Officer’s
Certificate or an Opinion of Counsel. The Indenture Trustee shall not be liable for any





35









 







action it takes or omits to take in good faith in reliance on an Officer’s Certificate or
Opinion of Counsel.




          (c) The Indenture Trustee may execute any of the trusts or powers hereunder or perform any
duties hereunder either directly or by or through agents or attorneys or a custodian or nominee.




          (d) The Indenture Trustee shall not be liable for (i) any action it takes or omits to take in
good faith which it believes to be authorized or within its rights or powers; provided, however,
that such action or omission by the Indenture Trustee does not constitute willful misconduct,
negligence or bad faith; or (ii) any action or inaction on the part of the Custodian.




          (e) The Indenture Trustee may consult with counsel, and the advice or opinion of counsel with
respect to legal matters relating to this Indenture and the Notes shall be full and complete
authorization and protection from liability in respect to any action taken, omitted or suffered by
it hereunder in good faith and in accordance with the advice or opinion of such counsel.




          Section 6.03 Individual Rights of Indenture Trustee. The Indenture Trustee in its
individual or any other capacity may become the owner or pledgee of Notes and may otherwise deal
with the Issuer or its Affiliates with the same rights it would have if it were not Indenture
Trustee. Any Paying Agent, Note Registrar, co-registrar or co-paying agent may do the same with
like rights. However, the Indenture Trustee must comply with Section 6.11 hereof.




          Section 6.04 Indenture Trustee’s Disclaimer. The Indenture Trustee shall not be
responsible for and makes no representation as to the validity or adequacy of this Indenture or the
Notes, shall not be accountable for the Issuer’s use of the proceeds from the Notes, or responsible
for any statement of the Issuer in the Indenture or in any document issued in connection with the
sale of the Notes or in the Notes other than the Indenture Trustee’s certificate of authentication.




          Section 6.05 Notices of Default. If a Default occurs and is continuing and if it is
actually known to a Responsible Officer of the Indenture Trustee, the Indenture Trustee shall mail
to each Noteholder and each party to the Master Disposition Confirmation Agreement notice of the
Default within two Business Days after it receives actual notice of such occurrence.




          Section 6.06 Reports by Indenture Trustee to Holders. The Indenture Trustee shall
deliver to each Noteholder such information specifically requested by each Noteholder and in the
Indenture Trustee’s possession and as may be reasonably required to enable such Noteholder to
prepare its federal and state income tax returns.




          Section 6.07 Compensation and Indemnity. As compensation for its services hereunder,
the Indenture Trustee shall be entitled to receive, on each Payment Date, the Indenture Trustee’s
Fee pursuant to Section 8.02(c) hereof (which compensation shall not be limited by any law
on compensation of a trustee of an express trust) and shall be entitled to reimbursement by the
Servicer for all reasonable out-of-pocket expenses incurred or made by it, including costs of
collection, in addition to the compensation for its services. Such expenses





36









 







shall include the reasonable compensation and expenses, disbursements and advances of the
Indenture Trustee’s agents, counsel, accountants and experts. The Issuer agrees to cause the
Servicer to indemnify the Indenture Trustee, the Paying Agent and their officers, directors,
employees and agents against any and all loss, liability or expense (including reasonable
attorneys’ fees) incurred by it or them in connection with the administration of this trust and the
performance of its or their duties under the Basic Documents. The Indenture Trustee shall notify
the Issuer and the Servicer promptly of any claim for which it may seek indemnity. Failure by the
Indenture Trustee so to notify the Issuer and the Servicer shall not relieve the Issuer or the
Servicer of its or their obligations hereunder. The Issuer shall, or shall cause the Servicer to,
defend any such claim; provided, however, that if the defendants with respect to any such claim
include the Issuer and/or the Servicer and the Indenture Trustee, and the Indenture Trustee shall
have reasonably concluded that there may be legal defenses available to it which are different from
or in addition to those defenses available to the Issuer or the Servicer, as the case may be, the
Indenture Trustee shall have the right, at the expense of the Servicer, to select separate counsel
to assert such legal defenses and to otherwise defend itself against such claim. Neither the
Issuer nor the Servicer need reimburse any expense or indemnify against any loss, liability or
expense incurred by the Indenture Trustee through the Indenture Trustee’s own willful misconduct,
negligence or bad faith.




          The Issuer’s payment obligations to the Indenture Trustee pursuant to this Section
6.07 shall survive the discharge of this Indenture and the termination or resignation of the
Indenture Trustee. When the Indenture Trustee incurs expenses after the occurrence of a Default
specified in Section 5.01(g) or (h) hereof with respect to the Issuer, the expenses
are intended to constitute expenses of administration under Title 11 of the United States Code or
any other applicable federal or state bankruptcy, insolvency or similar law.




          Notwithstanding anything in this Section 6.07 to the contrary, all amounts due the
Indenture Trustee hereunder, including the Indenture Trustee’s fees, shall be payable in the first
instance by the Servicer and, if not paid by the Servicer within 60 days after payment is requested
from the Servicer by the Indenture Trustee, in accordance with the priorities set forth in Section
5.01 of the Sale and Servicing Agreement.




          Section 6.08 Replacement of Indenture Trustee. No resignation or removal of the
Indenture Trustee and no appointment of a successor Indenture Trustee shall become effective until
the acceptance of appointment by the successor Indenture Trustee pursuant to this Section
6.08. The Indenture Trustee may resign at any time by so notifying the Issuer. The Majority
Noteholders may remove the Indenture Trustee by so notifying the Indenture Trustee and may appoint
a successor Indenture Trustee; provided, that all of the reasonable costs and expenses incurred by
the Indenture Trustee in connection with such removal shall be reimbursed to it prior to the
effectiveness of such removal. The Issuer shall remove the Indenture Trustee if:




          (a) the Indenture Trustee fails to comply with Section 6.11 hereof;




          (b) the Indenture Trustee is adjudged a bankrupt or insolvent;




          (c) a receiver or other public officer takes charge of the Indenture Trustee or its property;
or




37









 








          (d) the Indenture Trustee otherwise becomes incapable of acting.




          If the Indenture Trustee resigns or is removed or if a vacancy exists in the office of
Indenture Trustee for any reason (the Indenture Trustee in such event being referred to herein as
the retiring Indenture Trustee), the Issuer shall promptly appoint a successor Indenture Trustee
acceptable to the Majority Noteholders.




          A successor Indenture Trustee shall deliver a written acceptance of its appointment to the
retiring Indenture Trustee and to the Issuer. Thereupon the resignation or removal of the retiring
Indenture Trustee shall become effective, and the successor Indenture Trustee shall have all the
rights, powers and duties of the Indenture Trustee under this Indenture. The successor Indenture
Trustee shall mail a notice of its succession to Noteholders. The retiring Indenture Trustee shall
promptly transfer all property held by it as Indenture Trustee to the successor Indenture Trustee.




          If a successor Indenture Trustee does not take office within 60 days after the retiring
Indenture Trustee resigns or is removed, the retiring Indenture Trustee, the Issuer or the Majority
Noteholders may petition any court of competent jurisdiction for the appointment of a successor
Indenture Trustee.




          If the Indenture Trustee fails to comply with Section 6.11 hereof, any Noteholder may
petition any court of competent jurisdiction for the removal of the Indenture Trustee and the
appointment of a successor Indenture Trustee.




          Notwithstanding the replacement of the Indenture Trustee pursuant to this Section
6.08, the Issuer’s and the Servicer’s obligations under Section 6.07 hereof shall
continue for the benefit of the retiring Indenture Trustee.




          Section 6.09 Successor Indenture Trustee by Merger. If the Indenture Trustee
consolidates with, merges or converts into, or transfers all or substantially all its corporate
trust business or assets to, another corporation or banking association, the resulting, surviving
or transferee corporation without any further act shall be the successor Indenture Trustee;
provided, however, that such corporation or banking association shall otherwise be qualified and
eligible under Section 6.11 hereof. The Indenture Trustee shall provide the Majority
Noteholders prior written notice of any such transaction.




          In case at the time such successor or successors by merger, conversion or consolidation to the
Indenture Trustee shall succeed to the trusts created by this Indenture any of the Notes shall have
been authenticated but not delivered, any such successor to the Indenture Trustee may adopt the
certificate of authentication of any predecessor trustee, and deliver such Notes so authenticated;
and in case at that time any of the Notes shall not have been authenticated, any successor to the
Indenture Trustee may authenticate such Notes either in the name of any predecessor hereunder or in
the name of the successor to the Indenture Trustee; and in all such cases such certificates shall
have the full force which it is anywhere in the Notes or in this Indenture provided that the
certificate of the Indenture Trustee shall have.




          Section 6.10 Appointment of Co-Indenture Trustee or Separate Indenture Trustee.




38









 








          (a) Notwithstanding any other provisions of this Indenture, at any time, for the purpose of
meeting any legal requirement of any jurisdiction in which any part of the Collateral may at the
time be located, the Indenture Trustee shall have the power and may execute and deliver all
instruments to appoint one or more Persons to act as a co-trustee or co-trustees, or separate
trustee or separate trustees, of all or any part of the Trust, and to vest in such Person or
Persons, in such capacity and for the benefit of the Noteholders, such title to the Collateral, or
any part hereof, and, subject to the other provisions of this Section 6.10, such powers,
duties, obligations, rights and trusts as the Indenture Trustee may consider necessary or
desirable. No co-trustee or separate trustee hereunder shall be required to meet the terms of
eligibility as a successor trustee under Section 6.11 hereof and no notice to Noteholders
of the appointment of any co-trustee or separate trustee shall be required under Section
6.08 hereof.




          (b) Every separate trustee and co-trustee shall, to the extent permitted by law, be appointed
and act subject to the following provisions and conditions:





     (i) all rights, powers, duties and obligations conferred or imposed upon the Indenture
Trustee shall be conferred or imposed upon and exercised or performed by the Indenture
Trustee and such separate trustee or co-trustee jointly (it being understood that such
separate trustee or co-trustee is not authorized to act separately without the Indenture
Trustee joining in such act), except to the extent that under any law of any jurisdiction in
which any particular act or acts are to be performed the Indenture Trustee shall be
incompetent or unqualified to perform such act or acts, in which event such rights, powers,
duties and obligations (including the holding of title to the Collateral or any portion
thereof in any such jurisdiction) shall be exercised and performed singly by such separate
trustee or co-trustee, but solely at the direction of the Indenture Trustee;




     (ii) no trustee hereunder shall be personally liable by reason of any act or omission
of any other trustee hereunder; and




     (iii) the Indenture Trustee may at any time accept the resignation of or remove any
separate trustee or co-trustee.



          (c) Any notice, request or other writing given to the Indenture Trustee shall be deemed to
have been given to each of the then separate trustees and co-trustees, as effectively as if given
to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to
this Indenture and the conditions of this Article VI. Each separate trustee and
co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or
property specified in its instrument of appointment, jointly with the Indenture Trustee, subject to
all the provisions of this Indenture, specifically including every provision of this Indenture
relating to the conduct of, affecting the liability of, or affording protection to, the Indenture
Trustee. Every such instrument shall be filed with the Indenture Trustee.




          (d) Any separate trustee or co-trustee may at any time constitute the Indenture Trustee its
agent or attorney-in-fact with full power and authority, to the extent not prohibited by law, to do
any lawful act under or in respect of this Indenture on its behalf and in its name. If any
separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of
its estates, properties, rights, remedies and trusts shall vest in and be exercised by the





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Indenture Trustee, to the extent permitted by law, without the appointment of a new or
successor trustee.




          Section 6.11 Eligibility. The Indenture Trustee shall (i) have a combined capital and
surplus of at least $50,000,000 as set forth in its most recent published annual report of
condition or (ii) otherwise be acceptable in writing to the Majority Noteholders.




ARTICLE VII




NOTEHOLDERS’ LISTS AND REPORTS




          Section 7.01 Issuer to Furnish Indenture Trustee Names and Addresses of Noteholders.
The Issuer will furnish or cause to be furnished to the Indenture Trustee (a) not more than five
days after the earlier of (i) each Record Date and (ii) three months after the last Record Date, a
list, in such form as the Indenture Trustee may reasonably require, of the names and addresses of
the Noteholders as of such Record Date, (b) at such other times as the Indenture Trustee may
request in writing, within 30 days after receipt by the Issuer of any such request, a list of
similar form and content as of a date not more than 10 days prior to the time such list is
furnished; provided, however, that so long as the Indenture Trustee is the Note Registrar, no such
list shall be required to be furnished.




          Section 7.02 Preservation of Information. The Indenture Trustee shall preserve, in as
current a form as is reasonably practicable, the names and addresses of the Noteholders contained
in the most recent list furnished to the Indenture Trustee as provided in Section 7.01
hereof and the names and addresses of Noteholders received by the Indenture Trustee in its capacity
as Note Registrar. The Indenture Trustee may destroy any list furnished to it as provided in such
Section 7.01 upon receipt of a new list so furnished.




          Section 7.03 144A Information.




          (a) To permit compliance with the Securities Act in connection with the sale of the Notes sold
in reliance on Rule 144A, the Issuer shall furnish to the Indenture Trustee the information
required to be delivered under Rule 144A(d)(4) under the Securities Act, if the Issuer is neither a
reporting company under Section 13 or Section 15(d) of the United States Securities Exchange Act of
1934, as amended, nor exempt from reporting pursuant to Rule 12g3-2(b) under the Exchange Act.




          (b) The Indenture Trustee, to the extent it has any such information in its possession, shall
provide to any Noteholder and any prospective transferee designated by any such Noteholder
information regarding the Notes and the Loans and such other information as shall be necessary to
satisfy the condition to eligibility set forth in Rule 144A(d)(4) under the Securities Act for
transfer of any such Note without registration thereof under the Securities Act pursuant to the
registration exemption provided by Rule 144A under the Securities Act.




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ARTICLE VIII




ACCOUNTS, DISBURSEMENTS AND RELEASES




          Section 8.01 Collection of Money. General. Except as otherwise expressly
provided herein, the Indenture Trustee may demand payment or delivery of, and shall receive and
collect, directly and without intervention or assistance of any intermediary, all money and other
property payable to or receivable by the Indenture Trustee pursuant to this Indenture. The
Indenture Trustee shall apply all such money received by it as provided in this Indenture. Except
as otherwise expressly provided in this Indenture, if any default occurs in the making of any
payment or performance under any agreement or instrument that is part of the Collateral, the
Indenture Trustee may take such action as may be appropriate to enforce such payment or
performance, including the institution and prosecution of appropriate Proceedings. Any such action
shall be without prejudice to any right to claim a Default or Event of Default under this Indenture
and any right to proceed thereafter as provided in Article V hereof.




          Section 8.02 Trust Accounts; Distributions. (a) On or prior to the Closing Date, the
Issuer shall cause the Servicer to establish and maintain, in the name of the Indenture Trustee for
the benefit of the Noteholders, or on behalf of the Owner Trustee for the benefit of the
Securityholders, the Trust Accounts as provided in the Sale and Servicing Agreement. The Servicer
shall deposit amounts into each of the Trust Accounts in accordance with the terms hereof, the Sale
and Servicing Agreement and the Payment Statements.




          (b) Collection Account. With respect to the Collection Account, the Paying Agent
shall make such withdrawals and distributions as specified in Section 5.01(c)(1) of the
Sale and Servicing Agreement in accordance with the terms thereof.




          (c) Distribution Account. With respect to the Distribution Account, the Paying Agent
shall make (i) such deposits as specified in Sections 5.01(c)(2)(A), 5.01(c)(2)(B),
5.05(e) and 5.05(f) of the Sale and Servicing Agreement and (ii) such withdrawals
and distributions as specified in Section 5.01(c)(3) of the Sale and Servicing Agreement in
accordance with the terms thereof.




          (d) Transfer Obligation Account. With respect to the Transfer Obligation Account, the
Paying Agent shall make (i) such deposits as specified in Section 5.01(c)(3)(vii) of the
Sale and Servicing Agreement and (ii) such withdrawals and distributions as specified in
Sections 5.05(d), 5.05(e), 5.05(f), 5.05(g), 5.05(h), and
5.05(i) of the Sale and Servicing Agreement in accordance with the terms thereof.




          (e) Reserved.




          (f) Advance Account. With respect to the Advance Account, the Issuer shall cause the
Servicer to make such withdrawals specified in Section 2.06 of the Sale and Servicing
Agreement.




          Section 8.03 General Provisions Regarding Trust Accounts. (a) All or a portion of
the funds in the Collection Account and the Transfer Obligation Account shall be invested in
Permitted Investments in accordance with the provisions of Section 5.03(b) of the Sale and





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Servicing Agreement. The Indenture Trustee will not make any investment of any funds or sell
any investment held in the Collection Account or the Transfer Obligation Account (other than in
Permitted Investments in accordance with Section 5.03(b) of the Sale and Servicing
Agreement) unless the security interest Granted and perfected in such account will continue to be
perfected in such investment or the proceeds of such sale, in either case without any further
action by any Person, as evidenced by an Opinion of Counsel delivered to the Indenture Trustee by
the Issuer or the Servicer, as the case may be.




          (b) Subject to Section 6.01(c) hereof, the Indenture Trustee shall not in any way be
held liable by reason of any insufficiency in the Collection Account or the Transfer Obligation
Account resulting from any loss on any Permitted Investments included therein.




          (c) If (i) the Issuer or the Servicer, as the case may be, shall have failed to give
investment directions for any funds on deposit in the Collection Account or the Transfer Obligation
Account to the Indenture Trustee by 2:00 p.m. New York City time (or such other time as may be
agreed by the Issuer and Indenture Trustee) on any Business Day unless the Servicer is then acting
as Paying Agent with respect to such accounts or (ii) a Default or Event of Default shall have
occurred and be continuing with respect to the Notes but the Notes shall not have been declared due
and payable pursuant to Section 5.02 hereof or (iii) if such Notes shall have been declared
due and payable following an Event of Default, amounts collected or receivable from the Collateral
are being applied in accordance with Section 5.05 hereof as if there had not been such a
declaration, then the Indenture Trustee shall, to the fullest extent practicable, invest and
reinvest funds in the Accounts in one or more Permitted Investments.




          Section 8.04 The Paying Agent. The initial Paying Agent shall be the Servicer. The
Paying Agent may be removed by the Initial Noteholder in its sole discretion at any time. Upon
removal of the Paying Agent, the Initial Noteholder will appoint a successor Paying Agent within 30
days; provided that the Indenture Trustee will be the Paying Agent until such successor is
appointed. Upon receiving written notice from the Initial Noteholder that the Paying Agent has
been terminated, the Indenture Trustee will immediately terminate the Paying Agent’s access to any
and all Trust Accounts.




          Section 8.05 Release of Collateral. (a) Subject to the payment of its reasonable fees
and expenses in connection therewith pursuant to Section 6.07 hereof, the Indenture Trustee
may, and when required by the provisions of this Indenture shall, execute instruments acceptable to
it and prepared and delivered to it by the Issuer to release property from the lien of this
Indenture, or convey the Indenture Trustee’s interest in the same, without recourse, representation
or warranty in a manner as provided in the Custodial Agreement and under circumstances that are not
inconsistent with the provisions of this Indenture and the other Basic Documents. No party relying
upon an instrument executed by the Indenture Trustee as provided in this Article VIII shall
be bound to ascertain the Indenture Trustee’s authority, inquire into the satisfaction of any
conditions precedent or see to the application of any moneys.




          (a) The Indenture Trustee shall, at such time as there are no Notes Outstanding and all sums
due to the Noteholders (and their Affiliates), the Initial Noteholder, the Sales Agents, the
Indenture Trustee, the Owner Trustee and the Custodian under the Basic Documents have been paid,
release any remaining portion of the Collateral that secured the





42









 







Notes from the lien of this Indenture and release to the Issuer or any other Person entitled
thereto any funds then on deposit in the Trust Accounts. At such time as the lien of this
Indenture is released, the Indenture Trustee shall cause a termination statement to be filed in any
jurisdiction where a UCC financing statement has been filed hereunder with respect to the
Collateral. The Indenture Trustee shall release property from the lien of this Indenture pursuant
to this subsection (b) only upon receipt of an Issuer Request accompanied by an Officer’s
Certificate and an Opinion of Counsel meeting the applicable requirements of Section 11.01
hereof.




          Section 8.06 Opinion of Counsel. Except to the extent specifically permitted by the
terms of the Basic Documents, the Indenture Trustee shall receive at least seven Business Days’
prior notice when requested by the Issuer to take any action pursuant to Section 8.05(a)
hereof, accompanied by copies of any instruments involved, and the Indenture Trustee may also
require, as a condition to such action, an Opinion of Counsel, in form and substance satisfactory
to the Indenture Trustee, from the Issuer concluding that all conditions precedent to the taking of
such action have been complied with and such action will not materially and adversely impair the
security for the Notes or the rights of the Noteholders in contravention of the provisions of this
Indenture; provided, however, that such Opinion of Counsel shall not be required to express an
opinion as to the fair value of the Collateral. Counsel rendering any such opinion may rely,
without independent investigation, on the accuracy and validity of any certificate or other
instrument delivered to the Indenture Trustee in connection with any such action.




ARTICLE IX




SUPPLEMENTAL INDENTURES




          Section 9.01 Supplemental Indentures Without the Consent of the Noteholders. With the
consent of the Initial Noteholder and prior notice to the Majority Noteholders, the Issuer and the
Indenture Trustee, at any time and from time to time, may enter into one or more indentures
supplemental hereto, in form satisfactory to the Indenture Trustee, for any of the following
purposes:





     (i) to correct or amplify the description of any property at any time subject to the
lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee
any property subject or required to be subjected to the lien of this Indenture, or to
subject to the lien of this Indenture additional property;




     (ii) to evidence the succession, in compliance with the applicable provisions hereof,
of another Person to the Issuer, and the assumption by any such successor of the covenants
of the Issuer herein and in the Notes contained;




     (iii) to add to the covenants of the Issuer, for the benefit of the Noteholders, or to
surrender any right or power herein conferred upon the Issuer;




     (iv) to convey, transfer, assign, mortgage or pledge any property to or with the
Indenture Trustee;




     (v) to cure any ambiguity, to correct or supplement any provision herein or in any
supplemental indenture that may be inconsistent with any other provision herein or in



43









 







any supplemental indenture or to make any other provisions with respect to matters or
questions arising under this Indenture or in any supplemental indenture; provided, however,
that such action shall not adversely affect the interests of the Noteholders; or




     (vi) to evidence and provide for the acceptance of the appointment hereunder by a
successor trustee with respect to the Notes and to add to or change any of the provisions of
this Indenture as shall be necessary to facilitate the administration of the trusts
hereunder by more than one trustee, pursuant to the requirements of Article VI hereof.



          The Indenture Trustee is hereby authorized to join in the execution of any such supplemental
indenture and to make any further appropriate agreements and stipulations that may be therein
contained.




          Section 9.02 Supplemental Indentures with Consent of Noteholders. The Issuer and the
Indenture Trustee, when authorized by an Issuer Order, also may, with the consent of the Majority
Noteholders, by an Act of such Noteholders delivered to the Issuer and the Indenture Trustee, enter
into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or
changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in
any manner the rights of any Noteholder under this Indenture; provided, however, that no such
supplemental indenture shall, without the consent of each Noteholder affected thereby:




          (a) change the date of payment of any installment of principal of or interest on any Note, or
reduce the principal balance thereof, the interest rate thereon or the Termination Price with
respect thereto, change the provisions of this Indenture relating to the application of collections
on, or the proceeds of the sale of, the Collateral to payment of principal of or interest on the
Notes, or change any place of payment where, or the coin or currency in which, any Note or the
interest thereon is payable, or impair the right to institute suit for the enforcement of the
provisions of this Indenture requiring the application of funds available therefor, as provided in
Article V hereof, to the payment of any such amount due on the Notes on or after the
respective due dates thereof (or, in the case of redemption, on or after the Redemption Date);




          (b) reduce the Percentage Interest, the consent of the Holders of which is required for any
such supplemental indenture, or the consent of the Holders of which is required for any waiver of
compliance with certain provisions of this Indenture or certain defaults hereunder and their
consequences provided for in this Indenture;




          (c) modify or alter the provisions of the definition of the term “Outstanding” or “Percentage
Interest”;




          (d) reduce the Percentage Interest of the Outstanding Notes, the consent of the Holders of
which is required to direct the Indenture Trustee to direct the Issuer to sell or liquidate the
Collateral pursuant to Section 5.04 hereof;




          (e) modify any provision of this Section 9.02 except to increase any percentage
specified herein or to provide that certain additional provisions of this Indenture or





44









 







the Basic Documents cannot be modified or waived without the consent of the Holder of each
Outstanding Note affected thereby;




          (f) modify any of the provisions of this Indenture in such manner as to affect the calculation
of the amount of any payment of interest or principal due on any Note on any Payment Date
(including the calculation of any of the individual components of such calculation) or to adversely
affect the rights of the Noteholders to the benefit of any provisions for the mandatory redemption
of the Notes contained herein; or




          (g) permit the creation of any lien ranking prior to or on a parity with the lien of this
Indenture with respect to any part of the Collateral or, except as otherwise permitted or
contemplated herein, terminate the lien of this Indenture on any property at any time subject
hereto or deprive any Noteholder of the security provided by the lien of this Indenture.




          The Indenture Trustee may in its discretion determine whether or not any Notes would be
affected by any supplemental indenture and any such determination shall be conclusive upon each
Noteholder, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture
Trustee shall not be liable for any such determination made in good faith.




          In connection with requesting the consent of the Noteholders pursuant to this Section
9.02, the Indenture Trustee shall mail to the Noteholders to which such amendment or
supplemental indenture relates a notice prepared by the Issuer setting forth in general terms the
substance of such supplemental indenture. It shall not be necessary for any Act of Noteholders
under this Section 9.02 to approve the particular form of any proposed supplemental
indenture, but it shall be sufficient if such Act shall approve the substance thereof.




          Section 9.03 Execution of Supplemental Indentures. In executing, or permitting the
additional trusts created by, any supplemental indenture permitted by this Article IX or
the modification thereby of the trusts created by this Indenture, the Indenture Trustee shall be
entitled to receive, and subject to Sections 6.01 and 6.02 hereof, shall be fully
protected in relying upon, an Opinion of Counsel stating that the execution of such supplemental
indenture is authorized or permitted by this Indenture. The Indenture Trustee may, but shall not
be obligated to, enter into any such supplemental indenture that affects the Indenture Trustee’s
own rights, duties, liabilities or immunities under this Indenture or otherwise.




          Section 9.04 Effect of Supplemental Indentures. Upon the execution of any
supplemental indenture pursuant to the provisions hereof, this Indenture shall be and shall be
deemed to be modified and amended in accordance therewith with respect to the Notes affected
thereby, and the respective rights, limitations of rights, obligations, duties, liabilities and
immunities under this Indenture of the Indenture Trustee, the Issuer and the Noteholders shall
thereafter be determined, exercised and enforced hereunder subject in all respects to such
modifications and amendments, and all the terms and conditions of any such supplemental indenture
shall be and be deemed to be part of the terms and conditions of this Indenture for any and all
purposes.




          Section 9.05 Reference in Notes to Supplemental Indentures. Notes authenticated and
delivered after the execution of any supplemental indenture pursuant to this




45









 







Article IX may, and if required by the Indenture Trustee shall, bear a notation in
form approved by the Indenture Trustee as to any matter provided for in such supplemental
indenture. If the Issuer or the Indenture Trustee shall so determine, new Notes so modified as to
conform, in the opinion of the Indenture Trustee and the Issuer, to any such supplemental indenture
may be prepared and executed by the Issuer and authenticated and delivered by the Indenture Trustee
in exchange for Outstanding Notes.




ARTICLE X




REDEMPTION OF NOTES; PUT OPTION




          Section 10.01 Redemption. The Servicer may, at its option, effect an early redemption
of the Notes on any Payment Date on or after the Clean-up Call Date. The Servicer shall effect
such early termination in the manner specified in and subject to the provisions of Section
10.02 of the Sale and Servicing Agreement.




          The Servicer shall furnish the Indenture Trustee with notice of any such redemption in order
to facilitate the Indenture Trustee’s compliance with its obligation to notify the Noteholders of
such redemption in accordance with Section 10.02 hereof.




          Section 10.02 Form of Redemption Notice. Notice of redemption under Section
10.01 hereof shall be by first-class mail, postage prepaid, or by facsimile mailed or
transmitted not later than 10 days prior to the applicable Redemption Date to each Noteholder, as
of the close of business on the Record Date preceding the applicable Redemption Date, at such
Noteholder’s address or facsimile number appearing in the Note Register.




          All notices of redemption shall state:





     (i) the Redemption Date;




     (ii) that on the Redemption Date Noteholders shall receive the Note Redemption Amount;
and




     (iii) the place where such Notes are to be surrendered for payment of the Termination
Price (which shall be the office or agency of the Issuer to be maintained as provided in
Section 3.02 hereof).



          Notice of redemption of the Notes shall be given by the Indenture Trustee in the name of the
Issuer and at the expense of the Servicer. Failure to give to any Noteholder notice of redemption,
or any defect therein, shall not impair or affect the validity of the redemption of any other Note.




          Section 10.03 Notes Payable on Redemption Date. The Notes to be redeemed shall,
following notice of redemption as required by Section 10.02 hereof (in the case of
redemption pursuant to Section 10.01 hereof), on the Redemption Date become due and payable
at the Note Redemption Amount and (unless the Issuer shall default in the payment of the Note
Redemption Amount) no interest shall accrue thereon for any period after the date to which accrued
interest is calculated for purposes of calculating the Note Redemption Amount. The





46









 







Issuer may not redeem the Notes unless all outstanding obligations under the Notes have been
paid in full.




          Section 10.04 Put Option. The Majority Noteholders may, at their option, put all or
any portion of the Note Principal Balance of the Notes to the Issuer on any date upon giving notice
in the manner set forth in Section 10.05. On each Put Date, the Issuer shall purchase the
Note Principal Balance in the manner specified in and subject to the provisions of Section
10.04 of the Sale and Servicing Agreement.




          Section 10.05 Form of Put Option Notice. Notice of exercise of a Put Option under
Section 10.04 hereof shall be given to the Issuer and the Servicer by the Majority
Noteholders (with a copy to the Indenture Trustee) by first-class mail, postage prepaid, or by
facsimile mailed or transmitted not later than 5 days prior to the date on which the Notes shall be
repurchased by the Issuer.




          Section 10.06 Notes Payable on Put Date. The Note Principal Balance to be put to the
Issuer shall, following notice of the exercise of the Put Option as required by Section
10.05 hereof, on the Put Date become due and payable at the Note Redemption Amount and (unless
the Issuer shall default in the payment of the Note Redemption Amount) no interest shall accrue
thereon for any period after the date to which accrued interest is calculated for purposes of
calculating the Note Redemption Amount.




ARTICLE XI




MISCELLANEOUS




          Section 11.01 Compliance Certificates and Opinions, etc. Upon any application or
request by the Issuer to the Indenture Trustee to take any action under any provision of this
Indenture (except with respect to the Servicer’s servicing activity in the ordinary course of its
business), the Issuer shall furnish to the Indenture Trustee (i) an Officer’s Certificate stating
that all conditions precedent, if any, provided for in this Indenture relating to the proposed
action have been complied with and (ii) an Opinion of Counsel stating that in the opinion of such
counsel all such conditions precedent, if any, have been complied with.




          Every certificate or opinion with respect to compliance with a condition or covenant provided
for in this Indenture shall include:





	 	(1)	 	a statement that each signatory
of such certificate or opinion has read or has caused to be read
such covenant or condition and the definitions herein relating
thereto;
	 
	 	(2)	 	a brief statement as to the
nature and scope of the examination or investigation upon which
the statements or opinions contained in such certificate or
opinion are based;
	 
	 	(3)	 	a statement that, in the opinion
of each such signatory, such signatory has made such examination
or investigation as is necessary to enable such signatory to
express an informed




47









 






	 	 	 	opinion as to whether or not such covenant or condition has
been complied with; and
	 
	 	(4)	 	a statement as to whether, in the
opinion of each such signatory, such condition or covenant has
been complied with.





          Section 11.02 Form of Documents Delivered to Indenture Trustee. In any case where
several matters are required to be certified by, or covered by an opinion of, any specified Person,
it is not necessary that all such matters be certified by, or covered by the opinion of, only one
such Person, or that they be so certified or covered by only one document, but one such Person may
certify or give an opinion with respect to some matters and one or more other such Persons as to
other matters, and any such Person may certify or give an opinion as to such matters in one or
several documents.




          Any certificate or opinion of an Authorized Officer of the Issuer may be based, insofar as it
relates to legal matters, upon a certificate or opinion of, or representations by, counsel, unless
such officer knows, or in the exercise of reasonable care should know, that the certificate or
opinion or representations with respect to the matters upon which such officer’s certificate or
opinion is based are erroneous. Any such certificate of an Authorized Officer or Opinion of
Counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of,
or representations by, an officer or officers of the Servicer, the Loan Originator, the Issuer or
the Administrator, stating that the information with respect to such factual matters is in the
possession of the Servicer, the Loan Originator, the Issuer or the Administrator, unless such
Authorized Officer or such counsel knows, or in the exercise of reasonable care should know, that
the certificate or opinion or representations with respect to such matters are erroneous.




          Where any Person is required to make, give or execute two or more applications, requests,
consents, certificates, statements, opinions or other instruments under this Indenture, they may,
but need not, be consolidated and form one instrument.




          Whenever in this Indenture, in connection with any application or certificate or report to the
Indenture Trustee, it is provided that the Issuer shall deliver any document as a condition of the
granting of such application, or as evidence of the Issuer’s compliance with any term hereof, it is
intended that the truth and accuracy, at the time of the granting of such application or at the
effective date of such certificate or report (as the case may be), of the facts and opinions stated
in such document shall in such case be conditions precedent to the right of the Issuer to have such
application granted or to the sufficiency of such certificate or report. The foregoing shall not,
however, be construed to affect the Indenture Trustee’s right to rely upon the truth and accuracy
of any statement or opinion contained in any such document as provided in Article VI
hereof.




          Section 11.03 Acts of Noteholders. (a) Any request, demand, authorization,
direction, notice, consent, waiver or other action provided by this Indenture to be given or taken
by Noteholders may be embodied in and evidenced by one or more instruments of substantially similar
tenor signed by such Noteholders in person or by agents duly appointed in writing; and except as
herein otherwise expressly provided, such action shall become effective when such





48









 







instrument or instruments are delivered to the Indenture Trustee, and, where it is hereby
expressly required, to the Issuer. Such instrument or instruments (and the action embodied therein
and evidenced thereby) are herein sometimes referred to as the “Act” of the Noteholders
signing such instrument or instruments. Proof of execution of any such instrument or of a writing
appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to
Section 6.01 hereof) conclusive in favor of the Indenture Trustee and the Issuer, if made
in the manner provided in this Section 11.03.




          (b) The fact and date of the execution by any Person of any such instrument or writing may be
proved in any manner that the Indenture Trustee deems sufficient.




          (c) The ownership of Notes shall be proved by the Note Register.




          (d) Any request, demand, authorization, direction, notice, consent, waiver or other action by
any Noteholder shall bind the Holder of every Note issued upon the registration thereof or in
exchange therefor or in lieu thereof, in respect of anything done, omitted or suffered to be done
by the Indenture Trustee or the Issuer in reliance thereon, whether or not notation of such action
is made upon such Note.




          Section 11.04 Notices, etc., to Indenture Trustee and Issuer. Any request, demand,
authorization, direction, notice, consent, waiver or Act of Noteholders or other documents provided
or permitted by this Indenture shall be in writing and if such request, demand, authorization,
direction, notice, consent, waiver or Act of Noteholders is to be made upon, given or furnished to
or filed with:





     (i) the Indenture Trustee by any Noteholder or by the Issuer shall be sufficient for
every purpose hereunder if made, given, furnished or filed in writing (including by
facsimile) to or with the Indenture Trustee at P.O. Box 98, Columbia, Maryland 21046,
Attention: Option One Owner Trust 2002-3, with a copy to it at its Corporate Trust Office,
or




     (ii) the Issuer by the Indenture Trustee or by any Noteholder shall be sufficient for
every purpose hereunder if in writing and made, given, furnished, filed or transmitted via
facsimile to the Issuer at: Option One Owner Trust 2002-3, c/o Wilmington Trust Company as
Owner Trustee, One Rodney Square North, 1100 North Market Street, Wilmington, Delaware
19890, Attention: Corporate Trust Department, telecopy number: (302) 636-4144, telephone
number: (302) 636-1000, or at any other address or facsimile number previously furnished in
writing to the Indenture Trustee by the Issuer or the Administrator. The Issuer shall
promptly transmit any notice received by it from the Noteholders to the Indenture Trustee.



          Section 11.05 Notices to Noteholders; Waiver. Where this Indenture provides for
notice to Noteholders of any event, such notice shall be sufficiently given (unless otherwise
herein expressly provided) if in writing and mailed, first-class, postage prepaid to each
Noteholder affected by such event, at his address as it appears on the Note Register, not later
than the latest date, and not earlier than the earliest date, prescribed for the giving of such
notice. In any case where notice to Noteholders is given by mail, neither the failure to mail such
notice





49









 







nor any defect in any notice so mailed to any particular Noteholder shall affect the
sufficiency of such notice with respect to other Noteholders, and any notice that is mailed in the
manner herein provided shall conclusively be presumed to have duly been given.




          Where this Indenture provides for notice in any manner, such notice may be waived in writing
by any Person entitled to receive such notice, either before or after the event, and such waiver
shall be the equivalent of such notice. Waivers of notice by Noteholders shall be filed with the
Indenture Trustee but such filing shall not be a condition precedent to the validity of any action
taken in reliance upon such a waiver.




          In case, by reason of the suspension of regular mail service as a result of a strike, work
stoppage or similar activity, it shall be impractical to mail notice of any event to Noteholders
when such notice is required to be given pursuant to any provision of this Indenture, then any
manner of giving such notice as shall be satisfactory to the Indenture Trustee shall be deemed to
be a sufficient giving of such notice.




          Section 11.06 Effect of Headings and Table of Contents. The Article and Section
headings herein and the Table of Contents are for convenience only and shall not affect the
construction hereof.




          Section 11.07 Successors and Assigns. All covenants and agreements in this Indenture
and the Notes by the Issuer shall bind its successors and assigns, whether so expressed or not.
All agreements of the Indenture Trustee in this Indenture shall bind its successors, co-trustees
and agents.




          Section 11.08 Separability. In case any provision in this Indenture or in the Notes
shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the
remaining provisions shall not in any way be affected or impaired thereby.




          Section 11.09 Benefits of Indenture. Nothing in this Indenture or in the Notes,
express or implied, shall give to any Person, other than the parties hereto and their successors
hereunder, and the Noteholders, and any other party secured hereunder, and any other Person with an
ownership interest in any part of the Collateral, any benefit or any legal or equitable right,
remedy or claim under this Indenture.




          Section 11.10 Legal Holidays. In any case where the date on which any payment is due
shall not be a Business Day, then (notwithstanding any other provision of the Notes or this
Indenture) payment need not be made on such date, but may be made on the next succeeding Business
Day with the same force and effect as if made on the date on which nominally due, and no interest
shall accrue for the period from and after any such nominal date.




          Section 11.11 GOVERNING LAW. THIS INDENTURE SHALL BE 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, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE
PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.




50









 








          Section 11.12 Counterparts. This Indenture may be executed in any number of
counterparts, each of which so executed shall be deemed to be an original, but all such
counterparts shall together constitute but one and the same instrument.




          Section 11.13 Recording of Indenture. If this Indenture is subject to recording in
any appropriate public recording offices, such recording is to be effected by the Issuer and at its
expense accompanied by an Opinion of Counsel (which may be counsel to the Indenture Trustee or any
other counsel reasonably acceptable to the Indenture Trustee; provided, however, that the expense
of such Opinion of Counsel shall in no event be an expense of the Indenture Trustee) to the effect
that such recording is necessary either for the protection of the Noteholders or any other Person
secured hereunder or for the enforcement of any right or remedy granted to the Indenture Trustee
under this Indenture.




          Section 11.14 Trust Obligation. No recourse may be taken, directly or indirectly,
with respect to the obligations of the Issuer, the Owner Trustee or the Indenture Trustee on the
Notes or, except as expressly provided for in Article VI hereof, under this Indenture or
any certificate or other writing delivered in connection herewith or therewith, against (i) the
Indenture Trustee or the Owner Trustee in its individual capacity, (ii) any owner of a beneficial
interest in the Issuer or (iii) any partner, owner, beneficiary, agent, officer, director,
employee, agent or “control person” within the meaning of the Securities Act and the Exchange Act,
of the Indenture Trustee or the Owner Trustee in its individual capacity, any holder of a
beneficial interest in the Issuer, the Owner Trustee or the Indenture Trustee or of any successor
or assign of the Indenture Trustee or the Owner Trustee in its individual capacity, except as any
such Person may expressly have agreed (it being understood that the Indenture Trustee and the Owner
Trustee have no such obligations in their individual capacity) and except that any such partner,
owner or beneficiary of the Issuer shall be fully liable, to the extent provided by applicable law,
for any unpaid consideration for stock, unpaid capital contribution or failure to pay any
installment or call owing to such entity. For all purposes of this Indenture, in the performance
of any duties or obligations of the Issuer hereunder, the Owner Trustee shall be subject to, and
entitled to the benefits of, the terms and provisions of Articles IV, V, VI, VII and VIII of the
Trust Agreement.




          Section 11.15 No Petition. The Indenture Trustee, by entering into this Indenture,
and each Noteholder, by accepting a Note, hereby covenant and agree that they will not at any time
institute against the Depositor or the Issuer, or join in any institution against the Depositor or
the Issuer of, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings,
or other proceedings under any United States federal or state bankruptcy or similar law, in
connection with any obligations relating to the Notes, this Indenture or any of the Basic
Documents.




          Section 11.16 Inspection. The Issuer agrees that, on reasonable prior notice, it will
permit any representative of the Indenture Trustee or of the Initial Noteholder, during the
Issuer’s normal business hours, to examine all the books of account, records, reports and other
papers of the Issuer, to make copies and extracts therefrom, to cause such books to be audited by
Independent certified public accountants, and to discuss the Issuer’s affairs, finances and
accounts with the Issuer’s officers, employees, and Independent certified public accountants, all
at such reasonable times and as often as may reasonably be requested and at the expense of the





51









 







Servicer. The Indenture Trustee and the Initial Noteholder shall and shall cause its
representatives to hold in confidence all such information except to the extent disclosure may be
required by law (and all reasonable applications for confidential treatment are unavailing) and
except to the extent that the Indenture Trustee or the Initial Noteholder may reasonably determine
that such disclosure is consistent with its obligations hereunder.




          Section 11.17 Limitation on Liability. It is expressly understood and agreed by the
parties hereto that (a) this Indenture is executed and delivered by Wilmington Trust Company, not
individually or personally, but solely as Owner Trustee of Option One Owner Trust 2002-3, 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 Indenture or any other related documents.




52









 








          IN WITNESS WHEREOF, the Issuer and the Indenture Trustee have caused this Indenture to be duly
executed by their respective officers, thereunto duly authorized and duly attested, all as of the
day and year first above written.




	 	 	 	 	 
	 	 	OPTION ONE OWNER TRUST 2002-3
	 
	 	 	 	 
	 

	 	By:
	 	Wilmington Trust Company, not in its individual

capacity but solely as Owner Trustee
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Name:	 	 
	 

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

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Name:	 	 
	 

	 	Title:	 	 






53









 






	 	 	 	 	 
	STATE OF DELAWARE

	 	)	 	 
	 

	 	)ss.:

	COUNTY OF NEW CASTLE

	 	)	 	 






          BEFORE ME, the undersigned authority, a Notary Public in and for said county and state, on
this day personally appeared ___ known to me to be the person and officer whose
name is subscribed to the foregoing instrument and acknowledged to me that the same was the act of
the said Wilmington Trust Company, a Delaware banking corporation, not in its individual capacity,
but solely as Owner Trustee on behalf of OPTION ONE OWNER TRUST 2002-3, a Delaware statutory trust,
and that such person executed the same as the act of said statutory trust for the purpose and
consideration therein expressed, and in the capacities therein stated.




          GIVEN
UNDER MY HAND AND SEAL OF OFFICE, this ___ day of ___, 2007.




                                                            

Notary Public




(Seal)

My commission expires:

                                        




54









 





          IN WITNESS WHEREOF, the Issuer and the Indenture Trustee have caused this Indenture to be duly
executed by their respective officers, thereunto duly authorized and duly attested, all as of the
day and year first above written.




	 	 	 	 	 
	 	 	OPTION ONE OWNER TRUST 2002-3
	 
	 	 	 	 
	 

	 	By:
	 	Wilmington Trust Company, not in its individual

capacity but solely as Owner Trustee
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Name:	 	 
	 

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

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Name:	 	 
	 

	 	Title:	 	 






55









 





	 	 	 	 	 
	STATE OF MARYLAND

	 	)	 	 
	 

	 	) ss.:

	COUNTY OF BALTIMORE

	 	)	 	 






          BEFORE ME, the undersigned authority, a Notary Public in and for said county and state, on
this day personally appeared ___, known to me to be the person and officer
whose name is subscribed to the foregoing instrument and acknowledged to me that the same was the
act of the said Wilmington Trust Company, a Delaware banking corporation, not in its individual
capacity, but solely as Owner Trustee on behalf of OPTION ONE OWNER TRUST 2002-3, a Delaware
statutory trust, and that such person executed the same as the act of said statutory trust for the
purpose and consideration therein expressed, and in the capacities therein stated.




GIVEN UNDER MY HAND AND SEAL OF OFFICE, this ___ day of December, 2007




                                                            

Notary Public




(Seal)

My commission expires:

                                        




56









 





EXHIBIT A




FORM OF NOTE



THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE MAXIMUM NOTE
PRINCIPAL BALANCE SHOWN ON THE FACE HEREOF. ANY PURCHASER OF THIS NOTE MAY ASCERTAIN THE
OUTSTANDING PRINCIPAL AMOUNT HEREOF BY INQUIRY OF THE INDENTURE TRUSTEE.



THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR
ANY STATE SECURITIES LAWS. NEITHER THIS NOTE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE
REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE
OF SUCH REGISTRATION, UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION.



THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH
NOTE ONLY (A) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE 1933
ACT, (B) FOR SO LONG AS THIS NOTE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE 1933 ACT,
TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A
UNDER THE 1933 ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED
INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE
144A OR (C) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF SUBPARAGRAPH (a)(1),
(2),(3) OR (7) OF RULE 501 UNDER THE 1933 ACT THAT IS ACQUIRING THE NOTE FOR ITS OWN ACCOUNT, OR
FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL “ACCREDITED INVESTOR,” FOR INVESTMENT PURPOSES AND NOT
WITH A VIEW TO, OR FOR OFFER OR SALE IN CONNECTION WITH, ANY DISTRIBUTION IN VIOLATION OF THE 1933
ACT, IN EACH CASE IN COMPLIANCE WITH THE REQUIREMENTS OF THE INDENTURE AND APPLICABLE STATE
SECURITIES LAWS OR (D) BACK TO THE ISSUER PURSUANT TO THE PUT OPTION.



THIS NOTE MAY NOT BE TRANSFERRED (EXCEPT PURSUANT TO THE PUT OPTION) UNLESS THE INDENTURE TRUSTEE
HAS RECEIVED A CERTIFICATE FROM THE TRANSFEREE TO THE EFFECT THAT EITHER (I) THE TRANSFEREE IS NOT
AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT PLAN OR ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED, OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (EACH, A “PLAN”), AND IS NOT ACTING ON BEHALF OF OR INVESTING THE ASSETS OF A PLAN
OR (II) IF THE TRANSFEREE IS A PLAN OR IS ACTING ON BEHALF OF OR INVESTING THE ASSETS OF A PLAN,
EITHER THAT NO PROHIBITED TRANSACTION WITHIN THE MEANING OF SECTION 406(a) OF ERISA OR SECTION 4975
OF THE




A-1









 







CODE WOULD OCCUR UPON THE TRANSFER OF THE NOTE OR THAT THE CONDITIONS FOR EXEMPTIVE RELIEF UNDER A
PROHIBITED TRANSACTION EXEMPTION HAS BEEN SATISFIED INCLUDING BUT NOT LIMITED TO, PROHIBITED
TRANSACTION CLASS EXEMPTION (“PTCE”) 96-23 (RELATING TO TRANSACTIONS EFFECTED BY AN “IN-HOUSE ASSET
MANAGER”), PTCE 95-60 (RELATING TO TRANSACTIONS INVOLVING INSURANCE COMPANY GENERAL ACCOUNTS), PTCE
91-38 (RELATING TO TRANSACTIONS INVOLVING BANK COLLECTIVE INVESTMENT FUNDS), PTCE 90-1 (RELATING TO
TRANSACTIONS INVOLVING INSURANCE COMPANY POOLED SEPARATE ACCOUNTS) AND PTCE 84-14 (RELATING TO
TRANSACTIONS EFFECTED BY A “QUALIFIED PROFESSIONAL ASSET MANAGER”).




A-2









 








Maximum Note Principal Balance: $___

Initial Percentage Interest: ___%

No. ___




OPTION ONE OWNER TRUST 2002-3




MORTGAGE-BACKED NOTES




          OPTION ONE OWNER TRUST 2002-3, a Delaware statutory trust (the “Issuer”), for value
received, hereby promises to pay to ___, or registered assigns (the
“Noteholder”), the principal sum of ___($___) or so
much thereof as may be advanced and outstanding hereunder and to pay interest on such principal sum
or such part thereof as shall remain unpaid from time to time, at the rate and at the times
provided in the Sale and Servicing Agreement and the Indenture. Principal of this Note is payable
on each Payment Date in an amount equal to the result obtained by multiplying (i) the Percentage
Interest of this Note by (ii) the principal amount distributed in respect of such Payment Date.




          The Outstanding Note Principal Balance of this Note bears interest at the Note Interest Rate.
On each Payment Date amounts in respect of interest on this Note will be paid in an amount equal to
the result obtained by multiplying (i) the Percentage Interest of this Note by (ii) the aggregate
amount paid in respect of interest on the Notes with respect to such Payment Date.




          Capitalized terms used but not defined herein have the meanings set forth in the Indenture
(the “Indenture”), dated as of January [ ], 2007 between the Issuer and Wells Fargo Bank,
N.A., as Indenture Trustee (the “Indenture Trustee”) or, if not defined therein, the Second
Amended and Restated Sale and Servicing Agreement (the “Sale and Servicing Agreement”),
dated as of January [ ], 2007 among the Issuer, the Depositor, the Loan Originator and Servicer,
and the Indenture Trustee on behalf of the Noteholders.




          By its acceptance of this Note, each Noteholder covenants and agrees, until the earlier of (a)
the termination of the Revolving Period and (b) the Maturity Date, on each Transfer Date to advance
amounts in respect of Additional Note Principal Balance hereunder to the Issuer, subject to and in
accordance with the terms of the Indenture, the Sale and Servicing Agreement and the Note Purchase
Agreement.




          In the event of an advance of Additional Note Principal Balance by the Noteholders as provided
in Section 2.01(c) of the Sale and Servicing Agreement, each Noteholder shall, and is
hereby authorized to, record on the schedule attached to its Note the date and amount of any
Additional Note Principal Balance advanced by it, and each repayment thereof; provided that failure
to make any such recordation on such schedule or any error in such schedule shall not adversely
affect any Noteholder’s rights with respect to its Additional Note Principal Balance and its right
to receive interest payments in respect of the Additional Note Principal Balance held by such
Noteholder.




          Absent manifest error, the Note Principal Balance of each Note as set forth in the notations
made by the related Noteholder on such Note shall be binding upon the Indenture





A-3









 







Trustee and the Issuer; provided that failure by a Noteholder to make such recordation on its
Note or any error in such notation shall not adversely affect any Noteholder’s rights with respect
to its Note Principal Balance and its right to receive principal and interest payments in respect
thereof.




          The Servicer may, at its option, effect an early redemption of the Notes for an amount equal
to the Note Redemption Amount on any Payment Date on or after the Clean-up Call Date. The Servicer
shall effect such early termination by providing notice thereof to the Indenture Trustee and Owner
Trustee and by purchasing all of the Loans at a purchase price, payable in cash, equal to the
Termination Price.




          Reference is hereby made to the further provisions of this Note set forth on the reverse
hereof, which further provisions shall for all purposes have the same effect as if set forth at
this place.




          The statements in the legend set forth above are an integral part of the terms of this Note
and by acceptance hereof each Holder of this Note agrees to be subject to and bound by the terms
and provisions set forth in such legend.




          Unless the Certificate of authentication hereon shall have been executed by an authorized
officer of the Indenture Trustee, by manual signature, this Note shall not entitle the Noteholder
hereof to any benefit under the Indenture or the Sale and Servicing Agreement and/or be valid for
any purpose.




          THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK APPLICABLE TO CONTRACTS MADE AND PERFORMED WITHIN THE STATE OF NEW YORK AND WITHOUT GIVING
EFFECT TO THE CONFLICT OF LAW PROVISIONS THEREOF OTHER THAN SECTION 5-1401 OF THE GENERAL
OBLIGATIONS LAW.




A-4









 










          IN WITNESS WHEREOF, the Issuer has caused this instrument to be signed, manually or in
facsimile, by its Authorized Officer, as of the date set forth below.




Date: January ___, 2007




	 	 	 	 	 
	 	 	OPTION ONE OWNER TRUST 2002-3
	 
	 	 	 	 
	 

	 	By:	 	Wilmington Trust Company, not in its individual

capacity but solely as Owner Trustee under the

Trust Agreement
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	 	 	Authorized Signatory






INDENTURE TRUSTEE’S CERTIFICATE OF AUTHENTICATION




          This is one of the Notes designated above and referred to in the within-mentioned Indenture.




Date: January ___, 2007




	 	 	 	 	 
	 	 	WELLS FARGO BANK, N.A., not in its individual
capacity but solely as Indenture Trustee
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	 	 	Authorized Signatory






A-5









 






[Reverse of Note]




          This Note is one of the duly authorized Notes of the Issuer, designated as its Mortgage-Backed
Notes (herein called the “Notes”), all issued under the Indenture. Reference is hereby
made to the Indenture and all indentures supplemental thereto, and the Sale and Servicing Agreement
for a statement of the respective rights and obligations thereunder of the Issuer, the Indenture
Trustee and the Noteholders. To the extent that any provision of this Note contradicts or is
inconsistent with the provisions of the Indenture or the Sale and Servicing Agreement, the
provisions of the Indenture or the Sale and Servicing Agreement, as applicable, shall control and
supersede such contradictory or inconsistent provision herein. The Notes are subject to all terms
of the Indenture and the Sale and Servicing Agreement.




          The principal of and interest on this Note are payable in such coin or currency of the United
States of America as at the time of payment is legal tender for payment of public and private
debts. All payments made by the Issuer with respect to this Note shall be applied in accordance
with the Indenture and the Sale and Servicing Agreement.




          The entire unpaid principal amount of this Note shall be due and payable on the earlier of the
Maturity Date, the Redemption Date and the Final Put Date, if any, pursuant to Articles X
of the Sale and Servicing Agreement and the Indenture. Notwithstanding the foregoing, the entire
unpaid principal amount of the Notes shall be due and payable on the date on which an Event of
Default shall have occurred and be continuing and the Indenture Trustee, at the direction or upon
the prior written consent of the Majority Noteholders, has declared the Notes to be immediately due
and payable in the manner provided in Section 5.02 of the Indenture and automatically upon
the occurrence of an Issuer bankruptcy. All principal payments on the Notes shall be made pro rata
to the Noteholders entitled thereto.




          The Collateral secures this Note and all other Notes equally and ratably without prejudice,
priority or distinction between any Note and any other Note. The Notes are non-recourse
obligations of the Issuer and are limited in right of payment to amounts available from the
Collateral, as provided in the Indenture. The Issuer shall not otherwise be liable for payments on
the Notes, and none of the owners, agents, officers, directors, employees, or successors or assigns
of the Issuer shall be personally liable for any amounts payable, or performance due, under the
Notes or the Indenture.




          Any installment of interest or principal on this Note shall be paid on the applicable Payment
Date to the Person in whose name this Note (or one or more Predecessor Notes) is registered in the
Note Register as of the close of business on the related Record Date by wire transfer in
immediately available funds to the account specified in writing by the related Noteholder to the
extent provided by the Indenture and otherwise by check mailed to the Noteholder.




          Any reduction in the principal amount of this Note (or any one or more Predecessor Notes)
effected by any payments made on any Payment Date shall be binding upon all future Holders of this
Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in
lieu hereof, whether or not noted hereon. Any increase in the principal amount of this Note (or
any one or more Predecessor Notes) effected by payments to the Issuer





A-6









 







of Additional Note Principal Balances shall be binding upon the Issuer and shall inure to the
benefit of all future Holders of this Note and of any Note issued upon the registration of transfer
hereof or in exchange hereof or in lieu hereof, whether or not noted hereon.




          As provided in the Indenture and subject to certain limitations set forth therein, the
transfer of this Note may be registered on the Note Register upon surrender of this Note for
registration of transfer at the office or agency designated by the Issuer pursuant to the
Indenture, duly endorsed by, or accompanied by a written instrument of transfer in the form
attached hereto duly executed by, the Holder hereof or such Holder’s attorney duly authorized in
writing, and thereupon one or more new Notes of authorized denominations and in the same aggregate
principal amount will be issued to the designated transferee or transferees. No service charge
will be charged for any registration of transfer or exchange of this Note, but the Issuer may
require the Noteholder to pay a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection with any such registration of transfer or exchange.




          Each Noteholder, by acceptance of a Note or a beneficial interest in a Note, covenants and
agrees that no recourse may be taken, directly or indirectly, with respect to the obligations of
the Issuer, the Owner Trustee or the Indenture Trustee on the Notes or under the Indenture or any
certificate or other writing delivered in connection therewith, against (i) the Indenture Trustee
or the Owner Trustee in its individual capacity, (ii) any owner of a beneficial interest in the
Issuer (solely in its capacity as such) or (iii) any partner, owner, beneficiary, agent, officer,
director, employee or “control person” within the meaning of the 1933 Act and the Exchange Act of
the Indenture Trustee or the Owner Trustee in its individual capacity, any holder of a beneficial
interest in the Issuer (solely in its capacity as such), the Owner Trustee or the Indenture Trustee
or of any successor or assign of the Indenture Trustee or the Owner Trustee in its individual
capacity, except as any such Person may have expressly agreed and except that any such partner,
owner or beneficiary shall be fully liable, to the extent provided by applicable law, for any
unpaid consideration for stock, unpaid capital contribution or failure to pay any installment or
call owing to such entity.




          Each Noteholder, by acceptance of a Note or a beneficial interest in a Note, covenants and
agrees by accepting the benefits of the Indenture that such Noteholder will not at any time
institute against the Issuer, or join in any institution against the Issuer of, any bankruptcy,
reorganization, arrangement, insolvency or liquidation proceedings under any United States federal
or state bankruptcy or similar law in connection with any obligations relating to the Notes or the
Basic Documents.




          The Issuer has entered into the Indenture and this Note is issued with the intention that, for
federal, state and local income, single business and franchise tax purposes, the Notes will qualify
as indebtedness of the Issuer secured by the Collateral. Each Noteholder, by acceptance of a Note,
agrees to treat the Notes for federal, state and local income, single business and franchise tax
purposes as indebtedness of the Issuer. Each Noteholder, by its acceptance of a Note, represents
and warrants that the number of ICA Owners with respect to all of its Notes shall not exceed four.




          Prior to the due presentment for registration of transfer of this Note, the Issuer, the
Indenture Trustee and any agent of the Issuer or the Indenture Trustee may treat the Person in





A-7









 







whose name this Note (as of the day of determination or as of such other date as may be
specified in the Indenture) is registered as the owner hereof for all purposes, whether or not this
Note be overdue, and none of the Issuer, the Indenture Trustee or any such agent shall be affected
by notice to the contrary.




          The Indenture permits the amendment thereof and the modification of the rights and obligations
of the Issuer and the rights of the Noteholders under the Indenture at any time by the Issuer with
the consent of the Majority Noteholders. The Indenture also contains provisions permitting the
Noteholders representing specified Percentage Interests of the Outstanding Notes, on behalf of all
of the Noteholders, to waive compliance by the Issuer with certain provisions of the Indenture and
certain past defaults under the Indenture and their consequences. Any such consent or waiver by
the Holder of this Note (or any one or more Predecessor Notes) shall be conclusive and binding upon
such Holder and upon all future Holders of this Note and of any Note issued upon the registration
of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent
or waiver is made upon this Note. The Indenture also permits the Indenture Trustee to amend or
waive certain terms and conditions set forth in the Indenture without the consent of any
Noteholder.




          The term “Issuer” as used in this Note includes any successor to the Issuer under the
Indenture.




          The Notes are issuable only in registered form in denominations as provided in the Indenture,
subject to certain limitations therein set forth.




          No reference herein to the Indenture and no provision of this Note or of the Indenture shall
alter or impair the obligation of the Issuer, which is absolute and unconditional, to pay the
principal of and interest on this Note at the times, place and rate, and in the coin or currency
herein prescribed.




          Anything herein to the contrary notwithstanding, except as expressly provided in the Basic
Documents, none of the Issuer in its individual capacity, the Owner Trustee in its individual
capacity, any owner of a beneficial interest in the Issuer in its capacity as such, or any of their
respective partners, beneficiaries, agents, officers, directors, employees or successors or assigns
shall be personally liable for, nor shall recourse be had to any of them for, the payment of
principal of or interest on this Note or performance of, or omission to perform, any of the
covenants, obligations or indemnifications contained in the Indenture. The Holder of this Note by
its acceptance hereof agrees that, except as expressly provided in the Basic Documents, in the case
of an Event of Default under the Indenture, the Holder shall have no claim against any of the
foregoing for any deficiency, loss or claim therefrom; provided, however, that nothing contained
herein shall be taken to prevent recourse to, and enforcement against, the assets of the Issuer for
any and all liabilities, obligations and undertakings contained in the Indenture or in this Note.




A-8









 








ASSIGNMENT



Social Security or taxpayer I.D. or other identifying number of assignee:




          FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto:




 




(name and address of assignee)



the within Note and all rights thereunder, and hereby irrevocably constitutes and appoints,
attorney, to transfer said Note on the books kept for registration thereof, with full power of
substitution in the premises.




Dated:




                                                            

Signature




A-9









 





Schedule to Note

dated as of ______________, ______

of OPTION ONE OWNER TRUST 2002-3




	 	 	 	 	 	 	 	 	 
	Date of advance	 	Amount of	 	 	 	 	 	 
	of Additional	 	advance of	 	 	 	 	 	 
	Note Principal	 	Additional Note	 	Percentage	 	Aggregate Note	 	Note Principal
	Balance	 	Principal Balance	 	Interest	 	Principal Balance	 	Balance of Note

	 	 	 	 	100%	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 






A-10









 






EXHIBIT B-1




FORM OF RULE 144A TRANSFEROR CERTIFICATE




Wells Fargo Bank, N.A.

Sixth Street and Marquette Avenue

Minneapolis, Minnesota 55479

Attention: Corporate Trust Services — Option One Owner Trust 2002-3




          Re: Option One Owner Trust 2002-3




          Reference is hereby made to the Indenture dated as of January [ ], 2007 (the “Indenture”)
between Option One Owner Trust 2002-3 (the “Trust”) and Wells Fargo Bank, N.A. (the “Indenture
Trustee”). Capitalized terms used but not defined herein shall have the meanings given to them in
the Second Amended and Restated Sale and Servicing Agreement dated as of January [ ], 2007 among
the Trust, Option One Loan Warehouse Corporation (the “Depositor”), Option One Mortgage
Corporation, as servicer and as the loan originator, and the Indenture Trustee.




          The undersigned (the “Transferor”) has requested a transfer of $ ___
current principal balance Notes to [insert name of transferee].




          In connection with such request, and in respect of such Notes, the Transferor hereby certifies
that such Notes are being transferred in accordance with (i) the transfer restrictions set forth in
the Indenture and the Notes and (ii) Rule 144A under the Securities Act of 1933, as amended to a
purchaser that the Transferor reasonably believes is a “qualified institutional buyer” within the
meaning of Rule 144A purchasing for its own account or for the account of a “qualified
institutional buyer,” which purchaser is aware that the sale to it is being made in reliance upon
Rule 144A, in a transaction meeting the requirements of Rule 144A and in accordance with any
applicable securities laws of any state of the United States or any other applicable jurisdiction.




          This certificate and the statements contained herein are made for your benefit and the benefit
of the Depositor.




	 	 	 	 	 
	 	 	 
	 	 	[Name of Transferor]
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Name:	 	 
	 

	 	Title:	 	 






Dated: _________, ____




B-1-1 









 





EXHIBIT B-2




FORM OF TRANSFEREE CERTIFICATE FOR

INSTITUTIONAL ACCREDITED INVESTOR




Wells Fargo Bank, N.A.

Sixth Street and Marquette Avenue

Minneapolis, Minnesota 55479

Attention: Corporate Trust Services — Option One Owner Trust 2002-3




          Re: Option One Owner Trust 2002-3




          In connection with our proposed purchase of $ ___ Note Principal Balance
Mortgage-Backed Notes (the “Offered Notes”) issued by Option One Owner Trust 2002-3, we confirm
that:





	(1)	 	We understand that the Offered Notes have not been, and will not be, registered under the
Securities Act of 1933, as amended (the “1933 Act”) or any state securities laws, and may not
be sold except as permitted in the following sentence. We agree, on our own behalf and on
behalf of any accounts for which we are acting as hereinafter stated, that if we should sell
any Offered Notes we will do so only (A) pursuant to a registration statement which has been
declared effective under the 1933 Act, (B) for so long as the Offered Notes are eligible for
resale pursuant to Rule 144A under the 1933 Act, to a Person we reasonably believe is a
“qualified institutional buyer” as defined in Rule 144A that purchases for its own account or
for the account of a qualified institutional buyer to whom notice is given that the transfer
is being made in reliance on Rule 144A or (C) to an institutional “accredited investor” within
the meaning of subparagraph (a)(1), (2), (3) or (7) of Rule 501 under the 1933 Act (an
“Institutional Accredited Investor”) that is acquiring the Offered Notes for its own account,
or for the account of such an Institutional Accredited Investor, for investment purposes and
not with a view to, or for offer or sale in connection with, any distribution in violation of
the 1933 Act, in each case in compliance with the requirements of the Indenture dated as of
January [ ], 2007, between Option One Owner Trust 2002-3 and Wells Fargo Bank, N.A., as
Indenture Trustee, and applicable state securities laws; and we further agree, in the
capacities stated above, to provide to any person purchasing any of the Offered Notes from us
a notice advising such purchaser that resales of the Offered Notes are restricted as stated
herein.
	 
	(2)	 	We understand that, in connection with any proposed resale of any Offered Notes to an
Institutional Accredited Investor, we will be required to furnish to the Indenture Trustee and
the Depositor a certification from such transferee as provided in Section 2.12 of the
Indenture to confirm that the proposed sale is being made pursuant to an exemption from, or in
a transaction not subject to, the registration requirements of the 1933 Act and applicable
state securities laws. We further understand that the Offered Notes purchased by us will bear
a legend to the foregoing effect.
	 
	(3)	 	We are acquiring the Offered Notes for investment purposes and not with a view to, or for
offer or sale in connection with, any distribution in violation of the 1933 Act. We




B-2-1 









 






	 	 	have such knowledge and experience in financial and business matters as to be capable of
evaluating the merits and risks of our investment in the Offered Notes, and we and any
account for which we are acting are each able to bear the economic risk of such investment.
	 
	(4)	 	We are an Institutional Accredited Investor and we are acquiring the Offered Notes purchased
by us for our own account or for one or more accounts (each of which is an Institutional
Accredited Investor) as to each of which we exercise sole investment discretion.
	 
	(5)	 	We have received such information as we deem necessary in order to make our investment
decision.
	 
	(6)	 	We either (i) are not, and are not acquiring the Offered Notes on behalf of or with the
assets of, an employee benefit plan or other retirement plan or arrangement subject to Title I
of ERISA or Section 4975 of the Code, or (ii) are, or are acquiring the Offered Notes on
behalf of or with the assets of, an employee benefit plan or other retirement plan or
arrangement subject to Title I of ERISA of Section 4975 of the Code and either no prohibited
transaction within the meaning of Section 406(a) of ERISA or Section 4975 of the Code will
occur upon the transfer of the Note or the conditions for exemptive relief under a prohibited
transaction exemption has been satisfied, including but not limited to, Prohibited Transaction
Class Exemption (“PTCE”) 96-23 (relating to transactions effected by an “in-house asset
manager”), PTCE 95-60 (relating to transactions involving insurance company general accounts),
PTCE 91-38 (relating to transactions involving bank collective investment funds), PTCE 90-1
(relating to transactions involving insurance company pooled separate accounts), and PTCE
84-14 (relating to transactions effected by a “qualified professional asset manager”).





          Terms used in this letter which are not otherwise defined herein have the respective meanings
assigned thereto in the Indenture.




          You and the Depositor are entitled to rely upon this letter and are irrevocably authorized to
produce this letter or a copy hereof to any interested party in any administrative or legal
proceeding or official inquiry with respect to the matters covered hereby.




	 	 	 	 	 
	 	 	 
	 	 	[Name of Transferor]
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Name:	 	 
	 

	 	Title:	 	 






Dated: _________, ____





B-2-2 









 








EXHIBIT B-3




FORM OF RULE 144A TRANSFEREE CERTIFICATE




Wells Fargo Bank, N.A.

Sixth Street and Marquette Avenue

Minneapolis, Minnesota 55479

Attention: Corporate Trust Services — Option One Owner Trust 2002-3




          Re: Option One Owner Trust 2002-3




          1. The undersigned is the ___ of ___ (the “Investor”), a
[corporation duly organized] and existing under the laws of ___on behalf of which he
makes this affidavit.




          2. The Investor either (i) is not, and is not acquiring the Option One Owner Trust 2002-3
Notes (the “Notes”) on behalf of or with the assets of, an employee benefit plan or other
retirement plan or arrangement subject to Title I of ERISA or Section 4975 of the Code, or (ii) is,
or is acquiring the Notes on behalf of or with the assets of, an employee benefit plan or other
retirement plan or arrangement subject to Title I of ERISA of Section 4975 of the Code and either
no prohibited transaction within the meaning of Section 406(a) of ERISA or Section 4975 of the Code
would occur upon the transfer of the Note or the conditions for exemptive relief under a prohibited
transaction exemption has been satisfied, including but not limited to, Prohibited Transaction
Class Exemption (“PTCE”) 96-23 (relating to transactions effected by an “in-house asset manager”),
PTCE 95-60 (relating to transactions involving insurance company general accounts), PTCE 91-38
(relating to transactions involving bank collective investment funds), PTCE 90-1 (relating to
transactions involving insurance company pooled separate accounts), and PTCE 84-14 (relating to
transactions effected by a “qualified professional asset manager”).




          3. The Investor understands that the Notes have not been, and will not be, registered under
the Securities Act of 1933, as amended (the “1933 Act”) or any state securities laws, and may not
be sold except as permitted in the following sentence. The Investor agrees, on its own behalf and
on behalf of any accounts for which it is acting as hereinafter stated, that if it should sell any
Notes it will do so only (A) pursuant to a registration statement which has been declared effective
under the 1933 Act, (B) for so long as the Notes are eligible for resale pursuant to Rule 144A
under the 1933 Act, to a Person it reasonably believes is a “qualified institutional buyer” as
defined in Rule 144A that purchases for its own account or for the account of a qualified
institutional buyer to whom notice is given that the transfer is being made in reliance on Rule
144A or (C) to an institutional “accredited investor” within the meaning of subparagraph (a) (1),
(2), (3) or (7) of Rule 501 under the 1933 Act (an “Institutional Accredited Investor”) that is
acquiring the Notes for its own account, or for the account of such an Institutional Accredited
Investor, for investment purposes and not with a view to, or for offer or sale in connection with,
any distribution in violation of the 1933 Act, in each case in compliance with the requirements of
the Indenture dated as of January [ ], 2007 between Option One Owner Trust 2002-3 and Wells Fargo
Bank, N.A., as Indenture Trustee, and applicable state securities laws; and the Investor further
agrees, in the capacities stated above, to provide to any person purchasing any of the




B-3-1 









 







Notes from it a notice advising such purchaser that resales of the Notes are restricted as
stated herein.




[FOR TRANSFERS IN RELIANCE UPON RULE 144A]




          4 The Investor is a “qualified institutional buyer” (as such term is defined under Rule 144A
under the Securities Act of 1933, as amended (the “1933 Act”), and is acquiring the Notes for its
own account or as a fiduciary or agent for others (which others also are “qualified institutional
buyers”). The Investor is familiar with Rule 144A under the 1933 Act, and is aware that the
transferor of the Notes and other parties intend to rely on the statements made herein and the
exemption from the registration requirements of the 1933 Act provided by Rule 144A.




	 	 	 	 	 
	 	 	 
	 	 	[Name of Transferor]
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Name:	 	 
	 

	 	Title:	 	 






Dated: _________, ____




B-3-2 









 





EXHIBIT C



THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR
ANY STATE SECURITIES LAWS. NEITHER THIS NOTE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE
REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE
OF SUCH REGISTRATION, UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION.



THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH
NOTE ONLY (A) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE 1933
ACT, (B) FOR SO LONG AS THIS NOTE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE 1933 ACT,
TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A
UNDER THE 1933 ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED
INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE
144A OR (C) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF SUBPARAGRAPH (A) (1),
(2), (3) OR (7) OF RULE 501 UNDER THE 1933 ACT THAT IS ACQUIRING THE NOTE FOR ITS OWN ACCOUNT, OR
FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL “ACCREDITED INVESTOR,” FOR INVESTMENT PURPOSES AND NOT
WITH A VIEW TO, OR FOR OFFER OR SALE IN CONNECTION WITH, ANY DISTRIBUTION IN VIOLATION OF THE 1933
ACT, IN EACH CASE IN COMPLIANCE WITH THE REQUIREMENTS OF THE INDENTURE AND APPLICABLE STATE
SECURITIES LAWS.



THIS NOTE MAY NOT BE TRANSFERRED UNLESS THE INDENTURE TRUSTEE HAS RECEIVED A CERTIFICATE FROM THE
TRANSFEREE TO THE EFFECT THAT EITHER (I) THE TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN OR OTHER
RETIREMENT PLAN OR ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED, OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (EACH, A
“PLAN”), AND IS NOT ACTING ON BEHALF OF OR INVESTING THE ASSETS OF A PLAN OR (II) IF THE TRANSFEREE
IS A PLAN, OR IS ACTING ON BEHALF OF OR INVESTING THE ASSETS OF A PLAN, EITHER THAT NO PROHIBITED
TRANSACTION WITHIN THE MEANING OF SECTION 406(a) OF ERISA OR SECTION 4975 OF THE CODE WOULD OCCUR
UPON THE TRANSFER OF THE NOTE OR THAT THE CONDITIONS FOR EXEMPTIVE RELIEF UNDER A PROHIBITED
TRANSACTION EXEMPTION HAS BEEN SATISFIED INCLUDING BUT NOT LIMITED TO PROHIBITED TRANSACTION CLASS
EXEMPTION (“PTCE”) 96-23 (RELATING TO TRANSACTIONS EFFECTED BY AN “IN-HOUSE ASSET MANAGER”), PTCE
95-60 (RELATING TO TRANSACTIONS INVOLVING INSURANCE COMPANY GENERAL ACCOUNTS), PTCE 91-38 (RELATING
TO TRANSACTIONS INVOLVING BANK COLLECTIVE INVESTMENT FUNDS), PTCE 90-1 (RELATING TO TRANSACTIONS
INVOLVING INSURANCE COMPANY POOLED SEPARATE ACCOUNTS) AND PTCE 84-14 (RELATING TO TRANSACTIONS
EFFECTED BY A “QUALIFIED PROFESSIONAL ASSET MANAGER”).





C-1