exv10w6



 





Exhibit 10.6




EXECUTION COPY




SECOND AMENDED AND RESTATED

SALE AND SERVICING AGREEMENT




among




OPTION ONE OWNER TRUST 2002-3

as Issuer




and




OPTION ONE LOAN WAREHOUSE CORPORATION

as Depositor




and




OPTION ONE MORTGAGE CORPORATION

as Loan Originator and Servicer




OPTION ONE MORTGAGE CAPITAL CORPORATION

as Loan Originator




and




WELLS FARGO BANK, N.A.

as Indenture Trustee




Dated as of January 19, 2007




OPTION ONE OWNER TRUST 2002-3

MORTGAGE-BACKED NOTES









 









 











	 	 	 	 	 
	ARTICLE I DEFINITIONS
	 	 	5	 
	 
	 	 	 	 
	Section 1.01 Definitions
	 	 	5	 
	Section 1.02 Other Definitional Provisions
	 	 	31	 
	 
	 	 	 	 
	ARTICLE II CONVEYANCE OF THE TRUST ESTATE; ADDITIONAL NOTE PRINCIPAL BALANCES
	 	 	31	 
	 
	 	 	 	 
	Section 2.01 Conveyance of the Trust Estate; Additional Note Principal Balances
	 	 	31	 
	Section 2.02 Ownership and Possession of Loan Files
	 	 	33	 
	Section 2.03 Books and Records; Intention of the Parties
	 	 	33	 
	Section 2.04 Delivery of Loan Documents
	 	 	34	 
	Section 2.05 Acceptance by the Indenture Trustee of the Loans; Certain Substitutions
and Repurchases; Certification by the Custodian
	 	 	35	 
	Section 2.06 Conditions to Transfer
	 	 	37	 
	Section 2.07 Termination of Revolving Period
	 	 	39	 
	Section 2.08 Correction of Error
	 	 	39	 
	 
	 	 	 	 
	ARTICLE III REPRESENTATIONS, WARRANTIES AND COVENANTS
	 	 	40	 
	 
	 	 	 	 
	Section 3.01 Representations, Warranties and Covenants of the Depositor
	 	 	40	 
	Section 3.02 Representations, Warranties and Covenants of the Loan Originator
	 	 	42	 
	Section 3.03 Representations, Warranties and Covenants of the Servicer
	 	 	45	 
	Section 3.04 Reserved
	 	 	47	 
	Section 3.05 Representations and Warranties Regarding Loans
	 	 	47	 
	Section 3.06 Purchase and Substitution
	 	 	47	 
	Section 3.07 Disposition
	 	 	49	 
	Section 3.08 Loan Originator Put; Servicer Call
	 	 	52	 
	Section 3.09 Modification of Underwriting Guidelines
	 	 	53	 
	 
	 	 	 	 
	ARTICLE IV ADMINISTRATION AND SERVICING OF THE LOANS
	 	 	53	 
	 
	 	 	 	 
	Section 4.01 Servicer’s Servicing Obligations
	 	 	53	 
	Section 4.02 Financial Statements
	 	 	53	 
	 
	 	 	 	 
	ARTICLE V ESTABLISHMENT OF TRUST ACCOUNTS; TRANSFER OBLIGATION
	 	 	54	 
	 
	 	 	 	 
	Section 5.01 Collection Account and Distribution Account
	 	 	54	 
	Section 5.02 Payments to Securityholders
	 	 	58	 
	Section 5.03 Trust Accounts; Trust Account Property
	 	 	59	 






 









 






	 	 	 	 	 
	Section 5.04 Advance Account
	 	 	61	 
	Section 5.05 Transfer Obligation Account
	 	 	62	 
	Section 5.06 Transfer Obligation
	 	 	63	 
	 
	 	 	 	 
	ARTICLE VI STATEMENTS AND REPORTS; SPECIFICATION OF TAX MATTERS
	 	 	64	 
	 
	 	 	 	 
	Section 6.01 Statements
	 	 	64	 
	Section 6.02 Specification of Certain Tax Matters
	 	 	67	 
	Section 6.03 Valuation of Loans, Retained Securities Value; Market Value Agent
	 	 	67	 
	 
	 	 	 	 
	ARTICLE VII FINANCIAL COVENANTS
	 	 	68	 
	 
	 	 	 	 
	Section 7.01 [reserved]
	 	 	68	 
	Section 7.02 Financial Covenants
	 	 	69	 
	 
	 	 	 	 
	ARTICLE VIII THE SERVICER
	 	 	70	 
	 
	 	 	 	 
	Section 8.01 Indemnification; Third Party Claims
	 	 	70	 
	Section 8.02 Merger or Consolidation of the Servicer
	 	 	72	 
	Section 8.03 Limitation on Liability of the Servicer and Others
	 	 	72	 
	Section 8.04 Servicer Not to Resign; Assignment
	 	 	72	 
	Section 8.05 Relationship of Servicer to Issuer and the Indenture Trustee
	 	 	73	 
	Section 8.06 Servicer May Own Securities
	 	 	73	 
	Section 8.07 Indemnification of the Indenture Trustee and Majority Noteholders
	 	 	73	 
	 
	 	 	 	 
	ARTICLE IX SERVICER EVENTS OF DEFAULT
	 	 	74	 
	 
	 	 	 	 
	Section 9.01 Servicer Events of Default
	 	 	74	 
	Section 9.02 Appointment of Successor
	 	 	76	 
	Section 9.03 Waiver of Defaults
	 	 	77	 
	Section 9.04 Accounting Upon Termination of Servicer
	 	 	77	 
	 
	 	 	 	 
	ARTICLE X TERMINATION; PUT OPTION
	 	 	77	 
	 
	 	 	 	 
	Section 10.01 Termination
	 	 	77	 
	Section 10.02 Optional Termination
	 	 	78	 
	Section 10.03 Notice of Termination
	 	 	78	 
	Section 10.04 Put Option
	 	 	78	 
	 
	 	 	 	 
	ARTICLE XI MISCELLANEOUS PROVISIONS
	 	 	79	 
	Section 11.01 Acts of Securityholders
	 	 	79	 






ii









 






	 	 	 	 	 
	Section 11.02 Amendment
	 	 	79	 
	Section 11.03 Recordation of Agreement
	 	 	80	 
	Section 11.04 Duration of Agreement
	 	 	80	 
	Section 11.05 Governing Law
	 	 	80	 
	Section 11.06 Notices
	 	 	80	 
	Section 11.07 Severability of Provisions
	 	 	81	 
	Section 11.08 No Partnership
	 	 	81	 
	Section 11.09 Counterparts
	 	 	81	 
	Section 11.10 Successors and Assigns
	 	 	81	 
	Section 11.11 Headings
	 	 	81	 
	Section 11.12 Actions of Securityholders
	 	 	82	 
	Section 11.13 Non-Petition Agreement
	 	 	82	 
	Section 11.14 Holders of the Securities
	 	 	82	 
	Section 11.15 Due Diligence Fees, Due Diligence
	 	 	83	 
	Section 11.16 No Reliance
	 	 	84	 
	Section 11.17 Confidential Information
	 	 	84	 
	Section 11.18 Conflicts
	 	 	85	 
	Section 11.19 Limitation on Liability
	 	 	85	 
	Section 11.20 Third Party Beneficiary
	 	 	86	 
	Section 11.21 No Agency
	 	 	86	 






iii









 






EXHIBITS




	 	 	 
	EXHIBIT A

	 	Form of Notice of Additional Note Principal Balance
	EXHIBIT B

	 	Form of Servicer’s Remittance Report to Indenture Trustee
	EXHIBIT C

	 	Form of S&SA Assignment
	EXHIBIT D

	 	Loan Schedule
	EXHIBIT E

	 	Representations and Warranties Regarding the Loans
	EXHIBIT F

	 	Servicing Addendum
	EXHIBIT G

	 	Capital Adequacy Test







iv









 








SECOND AMENDED AND RESTATED SALE AND SERVICING AGREEMENT




     This Second Amended and Restated Sale and Servicing Agreement (this “Agreement”) is entered
into effective as of January 19, 2007, among OPTION ONE OWNER TRUST 2002-3, a Delaware statutory
trust (the “Issuer” or the “Trust”), OPTION ONE LOAN WAREHOUSE CORPORATION, a Delaware corporation,
as Depositor (in such capacity, the “Depositor”), OPTION ONE MORTGAGE CORPORATION, a California
corporation (“Option One”), as a Loan Originator (in such capacity, a “Loan Originator”) and as
Servicer (in such capacity, the “Servicer”), OPTION ONE MORTGAGE CAPITAL CORPORATION, a Delaware
corporation (“Option One Capital”), as a Loan Originator (a “Loan Originator”), and WELLS FARGO
BANK, N.A., a national banking association, as Indenture Trustee on behalf of the Noteholders (in
such capacity, the “Indenture Trustee”). This Agreement amends and restates in its entirety the
Amended and Restated Sale and Servicing Agreement by and among the Issuer, the Depositor, Option
One and the Indenture Trustee dated as of March 18, 2005.



W I T N E S S E T H:




     In consideration of the mutual agreements herein contained, the Issuer, the Depositor, the
Loan Originator, the Servicer and the Indenture Trustee hereby agree as follows for the benefit of
each of them and for the benefit of the holders of the Securities:



ARTICLE I




DEFINITIONS




Section 1.01 Definitions.




     Whenever used in this Agreement, the following words and phrases, unless the context otherwise
requires, shall have the meanings specified in this Article. Unless otherwise specified, all
calculations of interest described herein shall be made on the basis of a 360-day year and the
actual number of days elapsed in each Accrual Period.



     Accepted Servicing Practices: The Servicer’s normal servicing practices in servicing and
administering similar mortgage loans for its own account, which in general will conform to the
mortgage servicing practices of prudent mortgage lending institutions which service for their own
account mortgage loans of the same type as the Loans in the jurisdictions in which the related
Mortgaged Properties are located and will give due consideration to the Noteholders’ reliance on
the Servicer and comply in all material respects with all applicable laws, rules, regulations and
orders.



     Accrual Period: With respect to the Notes, the period commencing on and including the
preceding Payment Date (or, in the case of the first Payment Date, the period commencing on and
including the first Transfer Date (which first Transfer Date is the first date on which the Note
Principal Balance is greater than zero)) and ending on the day preceding the related Payment Date.



     Act or Securities Act: The Securities Act of 1933, as amended.



1









 





     Additional LIBOR Margin: As defined in the Pricing Letter.



     Additional Note Principal Balance: With respect to each Transfer Date, the aggregate Sales
Prices of all Loans conveyed on such date.



     Adjustment Date: With respect to each ARM, the date set forth in the related Promissory Note
on which the Loan Interest Rate on such ARM is adjusted in accordance with the terms of the related
Promissory Note.



     Administration Agreement: The Administration Agreement, dated as of July 2, 2002, between the
Issuer and Option One, as the Administrator and Servicer.



     Administrator: Option One, in its capacity as Administrator under the Administration
Agreement.



     Advance Account: The account established and maintained pursuant to Section 5.04.



     Affiliate: With respect to any specified Person, any other Person controlling or controlled
by or under common control with such specified Person. For the purposes of this definition,
“control” when used with respect to any specified Person means the power to direct the management
and policies of such Person, directly or indirectly, whether through the ownership of voting
securities, by contract or otherwise, and the terms “controlling” and “controlled” have meanings
correlative to the foregoing.



     Agreement: This Agreement, as the same may be amended and supplemented from time to time.



     ALTA: The American Land Title Association and its successors in interest.



     Appraised Value: With respect to any Loan, and the related Mortgaged Property, the lesser of:



          (i) the lesser of (a) the value thereof as determined by an appraisal made for the originator
of the Loan at the time of origination of the Loan by an appraiser who met the minimum requirements
of Fannie Mae or Freddie Mac and (b) the value thereof as determined by a review appraisal process
which may include an automated appraisal consistent with the Underwriting Guidelines conducted by
the Loan Originator in the event any such review appraisal determines an appraised value more than
10% lower than the value thereof, in the case of a Loan with a Loan-to-Value Ratio less than or
equal to 80%, or more than 5% lower than the value thereof, in the case of a Loan with a
Loan-to-Value Ratio greater than 80%, as determined by the appraisal referred to in clause (i)(a)
above; and




          (ii) the purchase price paid for the related Mortgaged Property by the Borrower with the
proceeds of the Loan; provided, however, that in the case of a Refinanced Loan or a Loan originated
in connection with a “lease option purchase” if the “lease option purchase price” was set 12 months
or more prior to origination, such value of the Mortgaged Property is based solely upon clause (i)
above.




2









 








     ARM: Any Loan, the Loan Interest Rate with respect to which is subject to adjustment during
the life of such Loan.



     Assignment: An LPA Assignment or S&SA Assignment.



     Assignment of Mortgage: With respect to any Loan, an assignment of the related Mortgage in
blank or to Wells Fargo Bank, N.A., as custodian or trustee under the applicable custodial
agreement or trust agreement, and notice of transfer or equivalent instrument in recordable form,
sufficient under the laws of the jurisdiction wherein the related Mortgaged Property is located to
reflect the assignment and pledge of such Mortgage.



     Balloon Loan: A Mortgage Loan having an original term to maturity that is shorter than the
related amortization term.



     Basic Documents: This Agreement, the Administration Agreement, the Custodial Agreement, the
Indenture, the Loan Purchase and Contribution Agreement, the Master Disposition Confirmation
Agreement, the Note Purchase Agreement, the Pricing Letter, the Trust Agreement, and, as and when
required to be executed and delivered, the Assignments.



     Borrower: The obligor or obligors on a Promissory Note.



     Business Day: Any day other than (i) a Saturday or Sunday, or (ii) a day on which banking
institutions in New York City, California, Maryland, Minnesota, Pennsylvania, Delaware or in the
city in which the corporate trust office of the Indenture Trustee is located or the city in which
the Servicer’s servicing operations are located are authorized or obligated by law or executive
order to be closed.



     Certificateholder: A holder of a Trust Certificate.



     Change of Control: As defined in the Indenture.



     Clean-up Call Date: The first Payment Date occurring after the end of the Revolving Period on
which the Note Principal Balance has declined to 10% or less of the aggregate Note Principal
Balance as of the end of the Revolving Period.



     Closing Date: January 19, 2007.



     Code: The Internal Revenue Code of 1986, as amended from time to time, and the regulations
promulgated by the United States Treasury thereunder.



     Collateral Percentage: As defined in the Pricing Letter.



     Collateral Value: As defined in the Pricing Letter.



     Collection Account: The account designated as such, established and maintained by the
Servicer in accordance with Section 5.01(a)(1) hereof.



3









 





     Combined LTV or CLTV: With respect to any Second Lien Loan, the ratio, expressed as a
percentage, of the outstanding Principal Balance on the related date of origination of (a) (i) such
Loan plus (ii) the loan constituting the first lien, to (b) the lesser of (x) the Appraised Value
of the Mortgaged Property at origination or (y) if the Mortgaged Property was purchased within 12
months of the origination of the Loan, the purchase price of the Mortgaged Property.



     Commission: The Securities and Exchange Commission.



     Condominium Mortgage Loan: A Mortgage Loan secured by a lien on a condominium unit.



     Credit Score: With respect to each Borrower, the credit score for such Borrower from a
nationally recognized credit repository; provided, however, in the event that a credit score for
such Borrower was obtained from two repositories, the “Credit Score” shall be the lower of the two
scores; provided, further, in the event that a credit score for such Borrower was obtained from
three repositories, the “Credit Score” shall be the middle score of the three scores.



     Custodial Agreement: The Custodial Agreement dated as of July 2, 2002, among the Issuer, the
Servicer, the Indenture Trustee (in the capacity of Facility Administrator) and the Custodian,
providing for the retention of the Custodial Loan Files by the Custodian on behalf of the Indenture
Trustee.



     Custodial Loan File: As defined in the Custodial Agreement.



     Custodian: The custodian named in the Custodial Agreement, which custodian shall not be
affiliated with the Servicer, the Loan Originator, the Depositor or any Subservicer. Wells Fargo
Bank, N.A., a national banking association, shall be the initial Custodian pursuant to the terms of
the Custodial Agreement.



     Custodian Fee: For any Payment Date, the fee payable to the Custodian on such Payment Date as
set forth in the Custodian Fee Notice for such Payment Date, which fee shall be calculated in
accordance with the separate fee letter between the Custodian and the Servicer.



     Custodian Fee Notice: For any Payment Date, the written notice provided by the Custodian to
the Servicer and the Indenture Trustee pursuant to Section 6.01 hereof, which notice shall specify
the amount of the Custodian Fee payable on such Payment Date.



     Daily Interest Accrual Amount: With respect to each day and the related Accrual Period,
interest accrued at the Note Interest Rate with respect to such Accrual Period on the Note
Principal Balance as of the preceding Business Day after giving effect to all changes to the Note
Principal Balance on or prior to such preceding Business Day.



     Default: Any occurrence that is, or with notice or the lapse of time or both would become, an
Event of Default.



     Defaulted Loan: With respect to any Determination Date, any Loan, including, without
limitation, any Liquidated Loan, with respect to which any of the following has occurred as of the
end of the related Remittance Period: (a) foreclosure or similar proceedings have been



4









 







commenced; or (b) the Servicer or any Subservicer has determined in good faith and in
accordance with the servicing standard set forth in Section 4.01 of the Servicing Addendum that
such Loan is in default or imminent default.



     Deleted Loan: A Loan replaced or to be replaced by one or more Qualified Substitute Loans.



     Delinquent: A Loan is “Delinquent” if any Monthly Payment due thereon is not made by the
close of business on the day such Monthly Payment is required to be paid. A Loan is “30 days
Delinquent” if any Monthly Payment due thereon has not been received by the close of business on
the corresponding day of the month immediately succeeding the month in which such Monthly Payment
was required to be paid or, if there is no such corresponding day (e.g., as when a 30-day month
follows a 31-day month in which a payment was required to be paid on the 31st day of such month),
then on the last day of such immediately succeeding month. The determination of whether a Loan is
“60 days Delinquent,” “90 days Delinquent”, etc., shall be made in like manner.



     Delivery: When used with respect to Trust Account Property means:



          (a) with respect to bankers’ acceptances, commercial paper, negotiable certificates of deposit
and other obligations that constitute “instruments” within the meaning of Section 9-102(a)(47) of
the UCC and are susceptible of physical delivery (except with respect to Trust Account Property
consisting of certificated securities (as defined in Section 8-102(a)(4) of the UCC)), physical
delivery to the Indenture Trustee or its custodian (or the related Securities Intermediary)
endorsed to the Indenture Trustee or its custodian (or the related Securities Intermediary) or
endorsed in blank (and if delivered and endorsed to the Securities Intermediary, by continuous
credit thereof by book-entry to the related Trust Account);




          (b) with respect to a certificated security (i) delivery of such certificated security
endorsed to, or registered in the name of, the Indenture Trustee or endorsed in blank to its
custodian or the related Securities Intermediary and the making by such Securities Intermediary of
appropriate entries in its records identifying such certificated securities as credited to the
related Trust Account, or (ii) by delivery thereof to a “clearing corporation” (as defined in
Section 8-102(a)(5) of the UCC) and the making by such clearing corporation of appropriate entries
in its records crediting the securities account of the related Securities Intermediary by the
amount of such certificated security and the making by such Securities Intermediary of appropriate
entries in its records identifying such certificated securities as credited to the related Trust
Account (all of the Trust Account Property described in Subsections (a) and (b), “Physical
Property”);



and, in any event, any such Physical Property in registered form shall be in the name of the
Indenture Trustee or its nominee or custodian (or the related Securities Intermediary); and such
additional or alternative procedures as may hereafter become appropriate to effect the complete
transfer of ownership of any such Trust Account Property to the Indenture Trustee or its nominee or
custodian, consistent with changes in applicable law or regulations or the interpretation thereof;




5









 








          (c) with respect to any security issued by the U.S. Treasury, Fannie Mae or Freddie Mac that
is a book-entry security held through the Federal Reserve System pursuant to federal book-entry
regulations, the following procedures, all in accordance with applicable law, including applicable
federal regulations and Articles 8 and 9 of the UCC: the making by a Federal Reserve Bank of an
appropriate entry crediting such Trust Account Property to an account of the related Securities
Intermediary or the securities intermediary that is (x) also a “participant” pursuant to applicable
federal regulations and (y) is acting as securities intermediary on behalf of the Securities
Intermediary with respect to such Trust Account Property; the making by such Securities
Intermediary or securities intermediary of appropriate entries in its records crediting such
book-entry security held through the Federal Reserve System pursuant to federal book-entry
regulations and Articles 8 and 9 of the UCC to the related Trust Account; and such additional or
alternative procedures as may hereafter become appropriate to effect complete transfer of ownership
of any such Trust Account Property to the Indenture Trustee or its nominee or custodian, consistent
with changes in applicable law or regulations or the interpretation thereof; and




          (d) with respect to any item of Trust Account Property that is an uncertificated security (as
defined in Section 8-102(a)(18) of the UCC) and that is not governed by clause (c) above,
registration in the records of the issuer thereof in the name of the related Securities
Intermediary, and the making by such Securities Intermediary of appropriate entries in its records
crediting such uncertificated security to the related Trust Account.




     Designated Depository Institution: With respect to an Eligible Account, an institution whose
deposits are insured by the Bank Insurance Fund or the Savings Association Insurance Fund of the
FDIC, the long-term deposits of which shall be rated A or better by S&P or A2 or better by Moody’s
and the short-term deposits of which shall be rated P-1 or better by Moody’s and A-1 or better by
S&P, unless otherwise approved in writing by the Initial Noteholder and which is any of the
following: (A) a federal savings and loan association duly organized, validly existing and in good
standing under the federal banking laws, (B) an institution duly organized, validly existing and in
good standing under the applicable banking laws of any state, (C) a national banking association
duly organized, validly existing and in good standing under the federal banking laws, (D) a
principal subsidiary of a bank holding company or (E) approved in writing by the Initial Noteholder
and, in each case acting or designated by the Servicer as the depository institution for the
Eligible Account; provided, however, that any such institution or association shall have combined
capital, surplus and undivided profits of at least $50,000,000.



     Depositor: Option One Loan Warehouse Corporation, a Delaware corporation, and any successors
thereto (including, without limitation, any limited liability company into which it is converted).



     Determination Date: With respect to any Payment Date occurring on the 10th day of a month,
the last calendar day of the month immediately preceding the month of such Payment Date, and with
respect to any other Payment Date, as mutually agreed by the Servicer and the Noteholders.



     Disposition: A Securitization, Whole Loan Sale transaction, or other disposition of Loans.



6









 





     Disposition Agent: UBS Real Estate Securities Inc. and its successors and assigns acting at
the direction, and as agent, of the Majority Noteholders.



     Disposition Participant: As applicable, with respect to a Disposition, any “depositor” with
respect to such Disposition, the Disposition Agent, the Majority Noteholders, the Issuer, the
Servicer, the related trustee and the related custodian, any nationally recognized credit rating
agency, the related underwriters, the related placement agent, the related credit enhancer, the
related whole-loan purchaser, the related purchaser of securities and/or any other party necessary
or, in the good faith belief of any of the foregoing, desirable to effect a Disposition.



     Disposition Proceeds: With respect to a Disposition, (x) the proceeds of the Disposition
remitted to the Trust in respect of the Loans transferred on the date of and with respect to such
Disposition, including without limitation, any cash and Retained Securities created in any related
Securitization less all costs, fees and expenses incurred in connection with such Disposition,
including, without limitation, all amounts deposited into any reserve accounts upon the closing
thereof minus (y) all other amounts agreed upon in writing by the Initial Noteholder, the Trust and
the Servicer.



     Distribution Account: The account established and maintained pursuant to Section 5.01(a)(2)
hereof.



     Due Date: The day of the month on which the Monthly Payment is due from the Borrower with
respect to a Loan.



     Due Diligence Fees: Shall have the meaning provided in Section 11.15 hereof.



     Eligible Account: At any time, a deposit account or a securities account which is: (i)
maintained with a Designated Depository Institution; (ii) fully insured by either the Bank
Insurance Fund or the Savings Association Insurance Fund of the FDIC; (iii) a trust account (which
shall be a “segregated trust account”) maintained with the corporate trust department of a federal
or state chartered depository institution or trust company with trust powers and acting in its
fiduciary capacity for the benefit of the Indenture Trustee and the Issuer, which depository
institution or trust company shall have capital and surplus of not less than $50,000,000; or (iv)
with the prior written consent of the Initial Noteholder, any other deposit account or a securities
account.



     Eligible Servicer: Either (a) Option One for so long as Option One (i) is an approved
seller-servicer by Fannie Mae or Freddie Mac and (ii) has a GAAP Net Worth of at least
$200,000,000, (b) any other Person to which the Majority Noteholders may consent in writing.



     Escrow Payments: With respect to any Loan, the amounts constituting ground rents, taxes,
assessments, water rates, sewer rents, municipal charges, fire, hazard, liability and other
insurance premiums, condominium charges, and any other payments required to be escrowed by the
related Borrower with the lender or servicer pursuant to the Mortgage or any other document.



     Event of Default: Either a Servicer Event of Default or an Event of Default under the
Indenture.



7









 





     Exceptions: The meaning set forth in the Custodial Agreement.



     Exceptions Report: The meaning set forth in the Custodial Agreement.



     Exchange Act: The Securities Exchange Act of 1934, as amended.



     Fannie Mae: The Federal National Mortgage Association and any successor thereto.



     Fatal Exception: With respect to a Mortgage Loan, (i) any variance from the requirements of
Section 2(b)(i), (ii), (iii), (iv) (v), (vi) or (viii) of the Custodial Agreement with respect to
the Custodial Loan File (giving effect to the Issuer’s right to deliver certified copies in lieu of
original documents in certain circumstances); or (ii) that the documents in the Custodial Loan File
referred to in the preceding clause (i) have been reviewed by the Custodian in accordance with the
Review Procedures in Exhibit K to the Custodial Agreement and do not appear on their face to be
regular or to relate to such Mortgage Loan.



     FDIC: The Federal Deposit Insurance Corporation and any successor thereto.



     Fidelity Bond: As described in Section 4.10 of the Servicing Addendum.



     Final Put Date: The Put Date following the end of the Revolving Period on which the Majority
Noteholders (or the Market Value Agent on their behalf) exercise the Put Option with respect to the
entire outstanding Note Principal Balance, if the Majority Noteholders (or the Market Value Agent
on their behalf) elects to exercise the Put Option.



     First Lien Loan: A Loan secured by the lien on the related Mortgaged Property, subject to no
prior liens on such Mortgaged Property.



     First Payment Default Loan: A Loan with respect to which the first Monthly Payment due
following either the date of origination of such Loan or the related Transfer Date is not paid by
the related Borrower and received by the Servicer within 30 days after the date on which it is or
was due.



     Foreclosed Loan: As of any Determination Date, any Loan that as of the end of the preceding
Remittance Period has been discharged as a result of (i) the completion of foreclosure or
comparable proceedings by the Servicer on behalf of the Issuer; (ii) the acceptance of the deed or
other evidence of title to the related Mortgaged Property in lieu of foreclosure or other
comparable proceeding; or (iii) the acquisition of title to the related Mortgaged Property by
operation of law.



     Foreclosure Property: Any real property securing a Foreclosed Loan that has been acquired by
the Servicer on behalf of the Issuer through foreclosure, deed in lieu of foreclosure or similar
proceedings in respect of the related Loan.



     Freddie Mac: The Federal Home Loan Mortgage Corporation and any successor thereto.



     GAAP: Generally Accepted Accounting Principles as in effect in the United States.



8









 





     Gross Margin: With respect to each ARM, the fixed percentage amount set forth in the related
Promissory Note.



     Indenture: The Indenture dated as of January 19, 2007, between the Issuer and the Indenture
Trustee and all supplements and amendments thereto.



     Indenture Trustee: Wells Fargo Bank, N.A., a national banking association, as Indenture
Trustee under the Indenture, or any successor indenture trustee under the Indenture.



     Indenture Trustee Fee: An annual fee of $5,000 payable by the Servicer in accordance with a
separate fee agreement between the Indenture Trustee and the Servicer and Section 5.01 hereof.



     Independent: When used with respect to any specified Person, such Person (i) is in fact
independent of the Loan Originator, the Servicer, the Depositor or any of their respective
Affiliates, (ii) does not have any direct financial interest in, or any material indirect financial
interest in, the Loan Originator, the Servicer, the Depositor or any of their respective Affiliates
and (iii) is not connected with the Loan Originator, the Depositor, the Servicer or any of their
respective Affiliates, as an officer, employee, promoter, underwriter, trustee, partner, director
or Person performing similar functions; provided, however, that a Person shall not fail to be
Independent of the Loan Originator, the Depositor, the Servicer or any of their respective
Affiliates merely because such Person is the beneficial owner of 1% or less of any class of
securities issued by the Loan Originator, the Depositor, the Servicer or any of their respective
Affiliates, as the case may be.



     Independent Accountants: A firm of nationally recognized certified public accountants which
is independent of the Loan Originator according to the provisions of SEC Regulation S-X, Article 2.



     Index: With respect to each ARM, the index set forth in the related Promissory Note for the
purpose of calculating the Loan Interest Rate thereon.



     Initial Noteholder: UBS Real Estate Securities Inc. and its successors and assigns.



     Interest Carry-Forward Amount: With respect to any Payment Date, the excess, if any, of (A)
the Interest Payment Amount for such Payment Date plus any unpaid portion of the Interest Payment
Amount for the prior Payment Date over (B) the amount in respect of interest that is actually paid
from the Distribution Account on such Payment Date in respect of the interest for such Payment
Date.



     Interest Only Mortgage Loan: A Mortgage Loan for which an interest-only payment feature is
allowed during the period prior to the first Adjustment Date.



     Interest Payment Amount: With respect to any Payment Date, the sum of the Daily Interest
Accrual Amounts for all days in the related Accrual Period.



     LIBOR Business Day: Any day on which banks in the City of London are open and conducting
transactions in United States dollars.



9









 





     LIBOR Determination Date: With respect to each Accrual Period, the first day of such Accrual
Period.



     LIBOR Margin: As defined in the Pricing Letter.



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



     Lifetime Cap: The provision in the Promissory Note for each ARM which limits the maximum Loan
Interest Rate over the life of such ARM.



     Lifetime Floor: The provision in the Promissory Note for each ARM which limits the minimum
Loan Interest Rate over the life of such ARM.



     Liquidated Loan: As defined in Section 4.03(c) of the Servicing Addendum.



     Liquidated Loan Losses: With respect to any Determination Date, the difference between (i)
the aggregate Principal Balances as of such date of all Loans that became Liquidated Loans during
the applicable period and (ii) all Liquidation Proceeds allocable to principal received during the
applicable period with respect to such Loans.



     Liquidation Proceeds: With respect to a Liquidated Loan, any cash amounts received in
connection with the liquidation of such Liquidated Loan, whether through trustee’s sale,
foreclosure sale or other disposition, any cash amounts received in connection with the management
of the Mortgaged Property from Defaulted Loans, any proceeds from Primary Insurance Policies and
any other amounts required to be deposited in the Collection Account pursuant to Section 5.01(b)
hereof, in each case other than Mortgage Insurance Proceeds and Released Mortgaged Property
Proceeds. Liquidation Proceeds shall also include any awards or settlements in respect of the
related Mortgage Property, whether permanent or temporary, partial or entire, by exercise of the
power of eminent domain or condemnation.



     Loan: Any loan sold to the Trust hereunder and pledged to the Indenture Trustee, which loan
includes, without limitation, (i) a Promissory Note or Lost Note Affidavit and related Mortgage and
(ii) all right, title and interest of the Loan Originator in and to the Mortgaged Property covered
by such Mortgage. The term Loan shall be deemed to include the related Promissory Note or Lost
Note Affidavit, related Mortgage, all other Loan Documents and related Foreclosure Property, if
any.



     Loan Documents: With respect to a Loan, the documents comprising the Loan File for such Loan.



     Loan File: With respect to each Loan, the Custodial Loan File and the Servicer’s Loan File.



10









 





     Loan Interest Rate: With respect to each Loan, the annual rate of interest borne by the
related Promissory Note, as shown on the Loan Schedule, and, in the case of an ARM, as the same may
be periodically adjusted in accordance with the terms of such Loan.



     Loan Originator: Each of Option One and Option One Capital, and their respective successors
and assigns, jointly and severally.



     Loan Originator Put: The mandatory repurchase by the Loan Originator, at the option of the
Majority Noteholders, of a Loan pursuant to Section 3.08(a) hereof.



     Loan Pool: As of any date of determination, the pool of all Loans conveyed to the Issuer
pursuant to this Agreement on all Transfer Dates up to and including such date of determination,
which Loans have not been released from the Lien of the Indenture pursuant to the terms of the
Basic Documents, together with the rights and obligations of a holder thereof, and the payments
thereon and proceeds therefrom received on and after the applicable Transfer Cut-off Date, as
identified from time to time on the Loan Schedule.



     Loan Purchase and Contribution Agreement: Each of: (i) the Loan Purchase and Contribution
Agreement between Option One, as seller, and Option One Capital, as purchaser, dated as of December
29, 2006 and all supplements and amendments thereto and (ii) the Fifth Amended and Restated Loan
Purchase and Contribution Agreement, between Option One Capital, as seller, and Depositor, as
purchaser, dated as of December 29, 2006, and all supplements and amendments thereto.



     Loan Schedule: The schedule of Loans conveyed to the Issuer on the Closing Date and on each
Transfer Date and delivered to the Initial Noteholder and the Custodian in the form of a
computer-readable transmission specifying the information set forth on Exhibit D hereto and, with
respect to Wet Funded Loans, Exhibit N to the Custodial Agreement.



     Loan-to-Value Ratio or LTV: With respect to any First Lien Loan, the ratio of the original
outstanding principal amount of such Loan to the Appraised Value of the Mortgaged Property at
origination.



     Lost Note Affidavit: With respect to any Loan as to which the original Promissory Note has
been permanently lost or destroyed and has not been replaced, an affidavit from the Loan Originator
certifying that the original Promissory Note has been lost, misplaced or destroyed (together with a
copy of the related Promissory Note) and indemnifying the Issuer against any loss, cost or
liability resulting from the failure to deliver the original Promissory Note, in the form of
Exhibit M attached to the Custodial Agreement.



     LPA Assignment: The assignment of Loans from Option One to the Depositor under the Loan
Purchase and Contribution Agreement.



     Majority Certificateholders: As defined in the Trust Agreement.



     Majority Noteholders: The holder or holders of in excess of 50% of the Note Principal
Balance. In the event of the release of the Lien of the Indenture in accordance with the terms
thereof, the Majority Noteholders shall mean the Majority Certificateholders.



11









 





     Make-Whole Premium: As defined in the Pricing Letter.



     Manufactured Home: A unit of manufactured housing which meets the requirements of Section
25(e)(10) of the Code, including, without limitation, any such unit that is legally classified as
real property under applicable state law.



     Manufactured Housing Loan: A loan or installment sales contract secured, in whole or in part,
by a Manufactured Home.



     Market Value: As of any date in respect of a Loan, the price at which such Loan could readily
be sold as determined in the Market Value Agent’s sole discretion using its reasonable business
judgment, taking into account the level of interest rates, the financial condition of the Note
Issuer, the characteristics of the collateral and general market conditions, which price may be
determined to be zero.



     Market Value Agent: UBS Real Estate Securities Inc. or an Affiliate thereof designated by UBS
Real Estate Securities Inc. in writing to the parties hereto and, in either case, its successors in
interest.



     Master Disposition Confirmation Agreement: The Fifth Amended and Restated Master Disposition
Confirmation Agreement, dated as of December 29, 2006, by and among Option One, the Depositor, the
Delaware statutory trusts listed on Schedule I thereto and each of the Lenders listed on Schedule
II thereto, as amended and supplemented from time to time.



     Maturity Date: With respect to the Notes, as set forth in the Indenture or such later date as
may be agreed in writing by the Majority Noteholders.



     Maximum Note Principal Balance: As defined in the Pricing Letter.



     Monthly Advance: The aggregate of the advances made by the Servicer on any Remittance Date
pursuant to Section 4.14 of the Servicing Addendum.



     Monthly Payment: The scheduled monthly payment of principal and/or interest required to be
made by a Borrower on the related Loan, as set forth in the related Promissory Note.



     Monthly Remittance Amount: With respect to each Remittance Date, the sum, without
duplication, of (i) the aggregate payments on the Loans collected by the Servicer pursuant to
Section 5.01(b)(i) during the immediately preceding Remittance Period and (ii) the aggregate of
amounts deposited into the Collection Account pursuant to Section 5.01(b)(ii) through 5.01(b)(xi)
during the immediately preceding Remittance Period.



     Moody’s: Moody’s Investors Service, Inc., or any successor thereto.



     Mortgage: With respect to any Loan, the mortgage, deed of trust or other instrument securing
the related Promissory Note, which creates a first or second lien on the fee in real property
and/or a first or second lien on the leasehold estate in real property securing the Promissory Note
and the assignment of rents and leases related thereto.



12









 





     Mortgage Insurance Policies: With respect to any Mortgaged Property or Loan, the insurance
policies required pursuant to Section 4.08 of the Servicing Addendum.



     Mortgage Insurance Proceeds: With respect to any Mortgaged Property, all amounts collected in
respect of Mortgage Insurance Policies and not required either pursuant to applicable law or the
related Loan Documents to be applied to the restoration of the related Mortgaged Property or paid
to the related Borrower.



     Mortgaged Property: With respect to a Loan, the related Borrower’s fee and/or leasehold
interest in the real property (and/or all improvements, buildings, fixtures, building equipment and
personal property thereon (to the extent applicable) and all additions, alterations and
replacements made at any time with respect to the foregoing) and all other collateral securing
repayment of the debt evidenced by the related Promissory Note.



     Net Liquidation Proceeds: With respect to any Payment Date, Liquidation Proceeds received
during the prior Remittance Period, net of any reimbursements to the Servicer made from such
amounts for any unreimbursed Servicing Compensation and Servicing Advances (including
Nonrecoverable Servicing Advances) made and any other fees and expenses paid in connection with the
foreclosure, inspection, conservation and liquidation of the related Liquidated Loans or
Foreclosure Properties pursuant to Section 4.03 of the Servicing Addendum.



     Net Loan Losses: With respect to any Defaulted Loan that is subject to a modification
pursuant to Section 4.01 of the Servicing Addendum, an amount equal to the portion of the Principal
Balance, if any, released in connection with such modification.



     Net Worth: With respect to any Person, the excess of total assets of such Person, over total
liabilities of such Person, determined in accordance with GAAP.



     Non-Owner Occupied Loan: A Mortgage Loan secured by a Mortgaged Property which is not
occupied by the related Borrower as such Borrower’s primary residence.



     Nonrecoverable Monthly Advance: Any Monthly Advance previously made or proposed to be made
with respect to a Loan or Foreclosure Property that, in the good faith business judgment of the
Servicer, as evidenced by an Officer’s Certificate of a Servicing Officer delivered to the Initial
Noteholder, will not, or, in the case of a proposed Monthly Advance, would not be, ultimately
recoverable from the related late payments, Mortgage Insurance Proceeds, Liquidation Proceeds or
condemnation proceeds on such Loan or Foreclosure Property as provided herein.



     Nonrecoverable Servicing Advance: With respect to any Loan or any Foreclosure Property, (a)
any Servicing Advance previously made and not reimbursed from late collections, condemnation
proceeds, Liquidation Proceeds, Mortgage Insurance Proceeds or the Released Mortgaged Property
Proceeds on the related Loan or Foreclosure Property or (b) a Servicing Advance proposed to be made
in respect of a Loan or Foreclosure Property either of which, in the good faith business judgment
of the Servicer, as evidenced by an Officer’s Certificate of a Servicing Officer delivered to the
Initial Noteholder, would not be ultimately recoverable.



     Note: As defined in the Indenture.



13









 





     Noteholder: As defined in the Indenture.



     Note Interest Rate: As defined in the Pricing Letter.



     Note Principal Balance: With respect to the Notes, as of any date of determination (a) the
sum of the Additional Note Principal Balances purchased on or prior to such date pursuant to the
Note Purchase Agreement less (b) all amounts previously distributed in respect of principal of the
Notes on or prior to such day.



     Note Purchase Agreement: The Second Amended and Restated Note Purchase Agreement among the
Purchaser, the Issuer and the Depositor, dated as of January 19, 2007, and any amendments thereto.



     Note Redemption Amount: As of any Determination Date, an amount without duplication equal to
the sum of (i) the then outstanding Note Principal Balance of the Notes, plus the Interest Payment
Amount for the related Payment Date, plus any Interest Carry-Forward for any previous Payment Date
that has not theretofore been paid, (ii) any Trust Fees and Expenses due and unpaid on the related
Payment Date, (iii) any Servicing Advance Reimbursement Amount as of such Determination Date, and
(iv) any other amounts then due to the Noteholders hereunder.



     Officer’s Certificate: A certificate signed by a Responsible Officer of the Depositor, the
Loan Originator, the Servicer or the Issuer, in each case, as required by this Agreement.



     One-Month LIBOR: With respect to each Accrual Period, the rate determined by the Initial
Noteholder on the basis of the offered rate for one-month U.S. dollar deposits, as such rate
appears on the BTMM (Bloomberg Screen) (or such other screen as may replace such screen) on the
related LIBOR Determination Date; provided that if such rate does not appear on the BTMM (Bloomberg
Screen) (or such other screen as may replace such screen), the rate for such date will be
determined on the basis of the rates offered to the Reference Bank for one-month U.S. dollar
deposits by prime banks in the London interbank Eurodollar market on such LIBOR Determination Date.
One-Month LIBOR shall be reset by the Initial Noteholder as described above and the Initial
Noteholder’s determination of One-Month LIBOR shall be conclusive upon the parties absent manifest
error on the part of the Initial Noteholder.



     Opinion of Counsel: A written opinion of counsel who may be employed by the Servicer, the
Depositor, the Loan Originator or any of their respective Affiliates.



     Option One: Option One Mortgage Corporation, a California corporation.



     Option One Capital: Option One Mortgage Capital Corporation, a Delaware corporation.



     Overcollateralization Shortfall: With respect to any Business Day, an amount equal to the
positive difference, if any, between (a) the Note Principal Balance on such Business Day and (b)
the aggregate Collateral Value of all Loans in the Loan Pool as of such Business Day; provided,
however, that on (A) the termination of the Revolving Period, (B) the Payment Date on which the
Trust is to be terminated pursuant to Section 10.02 hereof or (C) the Final Put Date, the
Overcollateralization Shortfall shall be equal to the Note Principal Balance. Notwithstanding



14









 







anything to the contrary herein, in no event shall the Overcollateralization Shortfall, with
respect to any Business Day, exceed the Note Principal Balance as of such date.



     Owner Trustee: Wilmington Trust Company, a Delaware banking corporation, not in its
individual capacity but solely as Owner Trustee under this Agreement, and any successor owner
trustee under the Trust Agreement.



     Owner Trustee Fee: The annual fee of $4,000 payable in equal monthly installments to the
Servicer pursuant to Section 5.01(c)(3)(i) which the Servicer shall in turn pay annually to the
Owner Trustee on the anniversary of the Closing Date occurring each year during the term of this
Agreement.



     Paying Agent: As defined in the Indenture.



     Payment Date: Each of, (i) the 10th day of each calendar month commencing on the first such
10th day to occur after the first Transfer Date, or if any such day is not a Business Day, the
first Business Day immediately following such day, (ii) any day a Loan is sold pursuant to the
terms hereof, (iii) a Put Date as specified by the Majority Noteholders pursuant to Section 10.05
of the Indenture and (iv) an additional Payment Date pursuant to Section 5.01(c)(4)(i) and
5.01(c)(4)(iii). From time to time, the Majority Noteholders and the Issuer may agree, upon
written notice to the Owner Trustee and the Indenture Trustee, to additional Payment Dates in
accordance with Section 5.01(c)(4)(ii).



     Payment Statement: As defined in Section 6.01(b) hereof.



     Percentage Interest: As defined in the Trust Agreement.



     Periodic Cap: With respect to each ARM Loan and any Rate Change Date therefor, the annual
percentage set forth in the related Promissory Note, which is the maximum annual percentage by
which the Loan Interest Rate for such Loan may increase or decrease (subject to the Lifetime Cap or
the Lifetime Floor) on such Rate Change Date from the Loan Interest Rate in effect immediately
prior to such Rate Change Date.



     Permitted Investments: Each of the following:



          (a) Direct general obligations of the United States or the obligations of any agency or
instrumentality of the United States fully and unconditionally guaranteed, the timely payment or
the guarantee of which constitutes a full faith and credit obligation of the United States.




          (b) Federal Housing Administration debentures rated Aa2 or higher by Moody’s and AA or better
by S&P.




          (c) Freddie Mac senior debt obligations rated Aa2 or higher by Moody’s and AA or better by
S&P.




          (d) Federal Home Loan Banks’ consolidated senior debt obligations rated Aa2 or higher by
Moody’s and AA or better by S&P.




15









 








          (e) Fannie Mae senior debt obligations rated Aa2 or higher by Moody’s.




          (f) Federal funds, certificates or deposit, time and demand deposits, and bankers’ acceptances
(having original maturities of not more than 30 days) of any domestic bank, the short-term debt
obligations of which have been rated A-1 or better by S&P and P-1 or better by Moody’s.




          (g) Investment agreements approved by the Initial Noteholder provided:




               (1) The agreement is with a bank or insurance company which has an unsecured, uninsured and
unguaranteed obligation (or claims-paying ability) rated Aa2 or better by Moody’s and AA or better
by S&P, and



               (2) Monies invested thereunder may be withdrawn without any penalty, premium or charge upon
not more than one day’s notice (provided such notice may be amended or canceled at any time prior
to the withdrawal date), and



               (3) The agreement is not subordinated to any other obligations of such insurance company or
bank, and



               (4) The same guaranteed interest rate will be paid on any future deposits made pursuant to
such agreement, and



               (5) The Indenture Trustee and the Initial Noteholder receive an opinion of counsel that such
agreement is an enforceable obligation of such insurance company or bank.



          (h) Commercial paper (having original maturities of not more than 365 days) rated A-1 or
better by S&P and P-1 or better by Moody’s.




          (i) Investments in money market funds rated AAAM or AAAM-G by S&P and Aaa or P-1 by Moody’s.




          (j) Investments approved in writing by the Initial Noteholder;



provided that no instrument described above is permitted to evidence either the right to receive
(a) only interest with respect to obligations underlying such instrument or (b) both principal and
interest payments derived from obligations underlying such instrument and the interest and
principal payments with respect to such instrument provided a yield to maturity at par greater than
120% of the yield to maturity at par of the underlying obligations; and provided, further, that no
instrument described above may be purchased at a price greater than par if such instrument may be
prepaid or called at a price less than its purchase price prior to stated maturity; and provided,
further, that, with respect to any instrument described above, such instrument qualifies as a
“permitted investment” within the meaning of Section 860G(a)(5) of the Code and the regulations
thereunder.




16









 








     Person: Any individual, corporation, partnership, joint venture, limited liability company,
association, joint-stock company, trust, national banking association, unincorporated organization
or government or any agency or political subdivision thereof.



     Physical Property: As defined in clause (b) of the definition of “Delivery” above.



     Pool Principal Balance: With respect to any Determination Date, the aggregate Principal
Balances of the Loans as of such Determination Date.



     Prepaid Installment: With respect to any Loan, any installment of principal thereof and
interest thereon received prior to the scheduled Due Date for such installment, intended by the
Borrower as an early payment thereof and not as a Prepayment with respect to such Loan.



     Prepayment: Any payment of principal of a Loan which is received by the Servicer in advance
of the scheduled due date for the payment of such principal (other than the principal portion of
any Prepaid Installment), and the proceeds of any Mortgage Insurance Policy which are to be applied
as a payment of principal on the related Loan shall be deemed to be Prepayments for all purposes of
this Agreement.



     Preservation Expenses: Expenditures made by the Servicer in connection with a foreclosed Loan
prior to the liquidation thereof, including, without limitation, expenditures for real estate
property taxes, hazard insurance premiums, property restoration or preservation.



     Pricing Letter: The Amended and Restated Pricing Side Letter among the Issuer, the Depositor,
Option One Capital, the Initial Noteholder and the Indenture Trustee, dated January 19, 2007 and
any amendments thereto.



     Primary Insurance Policy: A policy of primary mortgage guaranty insurance issued by a
Qualified Insurer pursuant to Section 4.06 of the Servicing Addendum.



     Principal Balance: With respect to any Loan or related Foreclosure Property, (i) at the
Transfer Cut-off Date, the Transfer Cut-off Date Principal Balance and (ii) with respect to any
other date of determination, the outstanding unpaid principal balance of the Loan as of the end of
the preceding Remittance Period (after giving effect to all payments received thereon and the
allocation of any Net Loan Losses with respect thereto for a Defaulted Loan prior to the end of
such Remittance Period); provided, however, that any Liquidated Loan shall be deemed to have a
Principal Balance of zero.



     Proceeding: Any suit in equity, action at law or other judicial or administrative proceeding.



     Promissory Note: With respect to a Loan, the original executed promissory note or other
evidence of the indebtedness of the related Borrower or Borrowers.



     Purchaser: As defined in the Note Purchase Agreement.



     Put/Call Loan: Any (i) Loan that has become 90 or more days Delinquent, (ii) Defaulted Loan,
(iii) Loan that has been in default for a period of 30 days or more (other than a Loan



17









 







referred to in clause (i)), (iv) Loan that does not meet criteria established by independent
rating agencies or surety agency conditions for Dispositions which criteria have been established
at the related Transfer Date and may be modified only to match changed criteria of independent
rating agencies or surety agents, or (v) Loan that is inconsistent with the intended tax status of
a Securitization.



     Put Date: Any date on which all or a portion of the Notes are to be purchased by the Issuer
as a result of the exercise of the Put Option.



     Put Option: The right of the Majority Noteholders to require the Issuer to repurchase all or
a portion of the Notes in accordance with Section 10.04 of the Indenture.



     QSPE Affiliate: Any of Option One Owner Trust 2001-1A, Option One Owner Trust 2001-1B, Option
One Owner Trust 2002-3, Option One Owner Trust 2003-4, Option One Owner Trust 2003-5, Option One
Owner Trust 2005-6, Option One Owner Trust 2005-7, Option One Owner Trust 2005-8, Option One Owner
Trust 2005-9, or any other Affiliate of Option One which is a “qualified special purpose entity” in
accordance with Financial Accounting Standards Board’s Statement No. 140 or 125.



     Qualified Insurer: An insurance company duly qualified as such under the laws of the states
in which the Mortgaged Property is located, duly authorized and licensed in such states to transact
the applicable insurance business and to write the insurance provided and that meets the
requirements of Fannie Mae and Freddie Mac.



     Qualified Substitute Loan: A Loan or Loans substituted for a Deleted Loan pursuant to Section
3.06 hereof, which (i) has or have been approved in writing by the Majority Noteholders and (ii)
complies or comply as of the date of substitution with each representation and warranty set forth
in Exhibit E and (iii) is or are not 30 or more days Delinquent as of the date of substitution for
such Deleted Loan or Loans.



     Rate Change Date: The date on which the Loan Interest Rate of each ARM is subject to
adjustment in accordance with the related Promissory Note.



     Rating Agencies: S&P and Moody’s or such other nationally recognized credit rating agencies
as may from time to time be designated in writing by the Majority Noteholders in their sole
discretion.



     Record Date: With respect to each Payment Date, the close of business of the immediately
preceding Business Day.



     Reference Bank: The principal office in London, England of UBS Real Estate Securities Inc.



     Refinanced Loan: A Loan the proceeds of which were not used to purchase the related Mortgaged
Property.



     Released Mortgaged Property Proceeds: With respect to any Loan, proceeds received by the
Servicer in connection with (i) a taking of an entire Mortgaged Property by exercise of the



18









 







power of eminent domain or condemnation or (ii) any release of part of the Mortgaged Property
from the lien of the related Mortgage, whether by partial condemnation, sale or otherwise; which
proceeds in either case are not released to the Borrower in accordance with applicable law and/or
Accepted Servicing Practices.



     Remittance Date: The Business Day immediately preceding each Payment Date.



     Remittance Period: With respect to any Payment Date, the period commencing immediately
following the Determination Date for the preceding Payment Date (or, in the case of the initial
Payment Date, commencing immediately following the initial Transfer Cut-off Date) and ending on and
including the related Determination Date.



     Repurchase Price: With respect to a Loan the sum of (i) the Principal Balance thereof as of
the date of purchase or repurchase, (ii) all accrued and unpaid interest on such Loan to the date
of purchase or repurchase computed at the applicable Loan Interest Rate, (iii) the amount of any
unreimbursed Servicing Advances made by the Servicer with respect to such Loan (after deducting
therefrom any amounts received in respect of such purchased or repurchased Loan and being held in
the Collection Account for future distribution to the extent such amounts represent recoveries of
principal not yet applied to reduce the related Principal Balance or interest (net of the Servicing
Fee) for the period from and after the date of repurchase) and (iv) the amount of any damages
incurred by the Purchaser as a result of the violation of any Loan of any predatory or abusive
lending law. To the extent the Servicer does not reimburse itself for amounts, if any, in respect
of the Servicing Advance Reimbursement Amount pursuant to Section 5.01(c)(1) hereof, with respect
to such Loan, the Repurchase Price shall be reduced by such amounts.



     Responsible Officer: When used with respect to the Indenture Trustee or Custodian, any
officer within the corporate trust office of such Person, including any Vice President, Assistant
Vice President, Secretary, Assistant Secretary or any other officer of such Person customarily
performing functions similar to those performed by any of the above designated officers and also,
with respect to a particular matter, any other officer to whom such matter is referred because of
such officer’s knowledge of and familiarity with the particular subject. When used 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 date hereof (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 Responsible Officers
delivered by the Administrator to the Owner Trustee on the date hereof (as such list may be
modified or supplemented from time to time thereafter). When used with respect to the Depositor,
the Loan Originator or the Servicer, the President, any Vice President, or the Treasurer.



     Retained Security or Retained Securities: With respect to a Securitization, any subordinated
securities issued or expected to be issued, or excess collateral value retained or expected to be
retained, in connection therewith to the extent the Depositor, the Loan Originator or an Affiliate
thereof retains, instead of sells, such securities.



19









 





     Retained Securities Value: With respect to any Business Day and a Retained Security, the
market value thereof as determined by the Market Value Agent in accordance with Section 6.03(d)
hereof.



     Revolving Period: With respect to the Notes, the period commencing on the Closing Date and
ending on the earlier of (i) January 18, 2008, and (ii) the date on which the Revolving Period is
terminated pursuant to Section 2.07 hereof.



     Sales Price: For any Transfer Date, the sum of the Collateral Values with respect to each
Loan conveyed on such Transfer Date as of such Transfer Date.



     S&SA Assignment: An assignment, in the form of Exhibit C hereto, of Loans and other property
from the Depositor to the Issuer pursuant to this Agreement.



     Second Lien Loan: A Loan secured by the lien on the Mortgaged Property, subject to one Senior
Lien on such Mortgaged Property.



     Securities: The Notes and the Trust Certificates.



     Securities Intermediary: A “securities intermediary” as defined in Section 8-102(a)(14) of
the UCC that is holding a Trust Account for the Indenture Trustee as the sole “entitlement holder”
as defined in Section 8-102(a)(7) of the UCC.



     Securitization: A sale or transfer of Loans by the Issuer at the direction of the Majority
Noteholders to any other Person in order to effect one or a series of structured-finance
securitization transactions, including but not limited to transactions involving the issuance of
securities which may be treated for federal income tax purposes as indebtedness of Option One or
one or more of its wholly-owned subsidiaries.



     Securityholder: Any Noteholder or Certificateholder.



     Senior Lien: With respect to any Second Lien Loan, the mortgage loan having a senior priority
lien on the related Mortgaged Property.



     Servicer: Option One, in its capacity as the servicer hereunder, or any successor appointed
as herein provided.



     Servicer Call: The optional purchase by the Servicer of a Loan pursuant to Section 3.08(b)
hereof.



     Servicer Event of Default: As described in Section 9.01 hereof.



     Servicer’s Fiscal Year: May 1st of each year through April 30th of the following year.



     Servicer’s Loan File: With respect to each Loan, the file held by the Servicer, consisting of
all documents (or electronic images thereof) relating to such Loan, including, without limitation,
copies of all of the Loan Documents included in the related Custodial Loan File.



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     Servicer’s Remittance Report: A report prepared and computed by the Servicer in substantially
the form of Exhibit B attached hereto.



     Servicing Addendum: The terms and provisions set forth in Exhibit F attached hereto relating
to the administration and servicing of the Loans.



     Servicing Advance Reimbursement Amount: With respect to any Determination Date, the amount of
any Servicing Advances that have not been reimbursed as of such date, including Nonrecoverable
Servicing Advances.



     Servicing Advances: As defined in Section 4.14(b) of the Servicing Addendum.



     Servicing Compensation: The Servicing Fee and other amounts to which the Servicer is entitled
pursuant to Section 4.15 of the Servicing Addendum.



     Servicing Fee: As to each Loan (including any Loan that has been foreclosed and for which the
related Mortgaged Property has become a Foreclosure Property, but excluding any Liquidated Loan),
the fee payable monthly to the Servicer, which shall be the product of 0.50% (50 basis points), or
such other lower amount as shall be mutually agreed to in writing by the Majority Noteholders and
the Servicer, and the Principal Balance of such Loan as of the beginning of the related Remittance
Period, divided by 12. The Servicing Fee shall only be payable to the extent interest is collected
on the related Loan.



     Servicing Officer: Any officer of the Servicer or Subservicer involved in, or responsible
for, the administration and servicing of the Loans whose name and specimen signature appears on a
list of servicing officers annexed to an Officer’s Certificate furnished by the Servicer or the
Subservicer, respectively, on the date hereof to the Issuer and the Indenture Trustee, on behalf of
the Noteholders, as such list may from time to time be amended.



     S&P: Standard & Poor’s Rating Services, a division of The McGraw-Hill Companies, Inc.



     State: Any one of the states of the United States of America or the District of Columbia.



     Subservicer: Any Person with which the Servicer has entered into a Subservicing Agreement and
which is an Eligible Servicer and satisfies any requirements set forth in Section 4.22 of the
Servicing Addendum in respect of the qualifications of a Subservicer.



     Subservicing Account: An account established by a Subservicer pursuant to a Subservicing
Agreement, which account must be an Eligible Account.



     Subservicing Agreement: Any agreement between the Servicer and any Subservicer relating to
subservicing and/or administration of any or all Loans as provided in Section 4.22 in the Servicing
Addendum.



     Subsidiary: With respect to any Person, any corporation, partnership or other entity of which
at least a majority of the securities or other ownership interests having by the terms thereof
ordinary voting power to elect a majority of the board of directors or other persons



21









 







performing similar functions of such corporation, partnership or other entity (irrespective of
whether or not at the time securities or other ownership interests of any other class or classes of
such corporation, partnership or other entity shall have or might have voting power by reason of
the happening of any contingency) is at the time directly or indirectly owned or controlled by such
Person or one or more Subsidiaries of such Person or by such Person and one or more Subsidiaries of
such Person.



     Substitution Adjustment: As to any date on which a substitution occurs pursuant to Section
2.05 or Section 3.06 hereof, the amount, if any, by which (a) the aggregate principal balance of
any Qualified Substitute Loans (after application of principal payments received on or before the
related Transfer Cut-off Date) is less than (b) the aggregate of the Principal Balances of the
related Deleted Loans as of the first day of the month in which such substitution occurs.



     Tangible Net Worth: With respect to any Person, as of any date of determination, the
consolidated Net Worth of such Person and its Subsidiaries, less (i) the consolidated net book
value of all assets of such Person and its Subsidiaries (to the extent reflected as an asset in the
balance sheet of such Person or any Subsidiary at such date) which will be treated as intangibles
under GAAP, including, without limitation, such items as deferred financing expenses, net leasehold
improvements, goodwill, trademarks, trade names, service marks, copyrights, patents, licenses and
unamortized debt discount and expense; provided, that residual securities issued by such Person or
its Subsidiaries shall not be treated as intangibles for purposes of this definition; (ii) any
loans outstanding to any officer or director of Option One or its Affiliates; and (iii) any
receivables from H&R Block, Inc.



     Termination Price: As of any Determination Date, an amount without duplication equal to the
greater of (A) the Note Redemption Amount and (B) the sum of (i) the Principal Balance of each Loan
included in the Trust as of the end of the preceding Remittance Period; (ii) all unpaid interest
accrued on the Principal Balance of each such Loan at the related Loan Interest Rate to the end of
the preceding Remittance Period; and (iii) the aggregate fair market value of each Foreclosure
Property included in the Trust as of the end of the preceding Remittance Period, as determined by
an Independent appraiser acceptable to the Majority Noteholders as of a date not more than 30 days
prior to such Payment Date.



     Transfer Cut-off Date: With respect to each Loan, (i) the first day of the month in which the
Transfer Date with respect to such Loan occurs or if originated in such month, the date of
origination or (ii) in the case of a purchase from a QSPE Affiliate, unless otherwise specified in
the confirmation delivered in accordance with the Master Disposition Confirmation Agreement in
connection with such purchase, the related Transfer Date.



     Transfer Cut-off Date Principal Balance: As to each Loan, its Principal Balance as of the
opening of business on the Transfer Cut-off Date (after giving effect to any payments received on
the Loan before the Transfer Cut-off Date).



     Transfer Date: With respect to each Loan, the day such Loan is either (i) sold and conveyed
to the Depositor by the Loan Originator pursuant to the Loan Purchase and Contribution Agreement
and to the Issuer by the Depositor pursuant to Section 2.01 hereof or (ii) sold to the Issuer
pursuant to the Master Disposition Confirmation Agreement, which results in



22









 







an increase in the Note Principal Balance by the related Additional Note Principal Balance.
With respect to any Qualified Substitute Loan, the Transfer Date shall be the day such Loan is
conveyed to the Trust pursuant to Section 2.05 or 3.06 hereof.



     Transfer Obligation: The obligation of the Loan Originator under Section 5.06 hereof to make
certain payments in connection with Dispositions and other related matters.



     Transfer Obligation Account: The account designated as such, established and maintained
pursuant to Section 5.05 hereof.



     Transfer Obligation Target Amount: With respect to any Payment Date, the cumulative total of
all withdrawals pursuant to Section 5.05(e), 5.05(f), 5.05(g), and 5.05(h) hereof, from and after
the date of this Second Amended and Restated Sale and Servicing Agreement, from the Transfer
Obligation Account to but not including such Payment Date minus any amount withdrawn from the
Transfer Obligation Account to return to the Loan Originator pursuant to Section 5.05(i)(i).



     Trust: Option One Owner Trust 2002-3, the Delaware statutory trust created pursuant to the
Trust Agreement.



     Trust Account Property: The Trust Accounts, all amounts and investments held from time to
time in the Trust Accounts and all proceeds of the foregoing.



     Trust Accounts: The Distribution Account, the Collection Account, the Advance Account and the
Transfer Obligation Account.



     Trust Agreement: The Trust Agreement dated as of July 2, 2002 between the Depositor and the
Owner Trustee.



     Trust Certificate: The meaning assigned thereto in the Trust Agreement.



     Trust Estate: Shall mean the assets subject to this Agreement, the Trust Agreement and the
Indenture and assigned to the Trust, which assets consist of: (i) such Loans as from time to time
are subject to this 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) (iii) all
guarantees, indemnities, warranties, insurance (and proceeds and refunds of premiums in respect
thereof) or other agreements or arrangements of any kind from time to time supporting or securing
payment of such Loan or performance of any obligation with respect thereto, whether pursuant to the
Loan Documents related to such Loan or otherwise; (v) such assets as from time to time are
identified as Foreclosure Property, (vi) such assets and funds as are from time to time deposited
in the Distribution Account, Collection Account, Advance Account and the Transfer Obligation
Account, including, without limitation, amounts on deposit in such accounts that are invested in
Permitted Investments, (vii) lenders’ rights under all Mortgage Insurance Policies and to any
Mortgage Insurance Proceeds, (viii) Net Liquidation Proceeds and Released Mortgaged



23









 







Property Proceeds, and (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.



     Trust Fees and Expenses: As of each Payment Date, an amount equal to the Servicing
Compensation, the Owner Trustee Fee, the Indenture Trustee Fee and the Custodian Fee, if any, and
any expenses of the Servicer, the Owner Trustee, the Indenture Trustee or the Custodian.



     UCC: The Uniform Commercial Code as in effect from time to time in the State of New York.



     UCC Assignment: A form “UCC 2” or “UCC 3” statement meeting the requirements of the Uniform
Commercial Code of the relevant jurisdiction to reflect an assignment of a secured party’s interest
in collateral.



     UCC-1 Financing Statement: A financing statement meeting the requirements of the Uniform
Commercial Code of the relevant jurisdiction.



     Underwriting Guidelines: The underwriting guidelines (including the loan origination
guidelines) of the Loan Originator, as the same may be amended from time to time with notice to the
Initial Noteholder.



     Unfunded Transfer Obligation: With respect to any date of determination, an amount equal to
the greater of:



     (A) the sum of (i) 10% of the aggregate Sales Prices of all Loans owned by the Issuer at the
close of business on the immediately preceding day minus all payments actually made by the Loan
Originator in respect of the Unfunded Transfer Obligation pursuant to Section 5.06 hereof with
respect to such Loans since the related Transfer Dates plus (ii) 10% of the aggregate Sales Prices
of all Loans purchased by the Issuer on such date of determination; and



     (B) 10% of the average daily aggregate Sales Prices (as of the related Transfer Date) of all
Loans owned by the Issuer over the 90 day period immediately preceding such date of determination
minus all payments actually made by the Loan Originator in respect of the Unfunded Transfer
Obligation pursuant to Section 5.06 with respect to such Loans.



     Unfunded Transfer Obligation Percentage: As of any date of determination, an amount equal to
(x) the Unfunded Transfer Obligation as of such date, divided by (y) 100% of the aggregate
Collateral Values as of the related Transfer Date of all Loans in the Loan Pool.



     Unqualified Loan: As defined in Section 3.06(a) hereof.



     Wet Funded Custodial File Delivery Date: With respect to a Wet Funded Loan, the later of the
fifteenth Business Day or the twentieth calendar day after the related Transfer Date, provided that
if a Default or Event of Default shall have occurred, the Wet Funded Custodial File Delivery Date
shall be the earlier of (x) such fifteenth Business Day or twentieth calendar day and (y) the fifth
day after the occurrence of such event.



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     Wet Funded Loan: A Loan for which the Custodian has not received the related Custodial Loan
File as of the related Transfer Date and for which the Custodian has issued a Trust Receipt with
respect to the Wet Funded Loan, in substantially the form of Exhibit O attached to the Custodial
Agreement.




     Whole Loan Sale: A Disposition of Loans pursuant to a whole-loan sale.



     Section 1.02 Other Definitional Provisions.



          (a) 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 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.




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




          (c) As used in this Agreement and in any certificate or other document made or delivered
pursuant hereto or thereto, accounting terms not defined in this Agreement or in any such
certificate or other document, and accounting terms partly defined in this Agreement or in any such
certificate or other document to the extent not defined, shall have the respective meanings given
to them under GAAP. To the extent that the definitions of accounting terms in this Agreement or in
any such certificate or other document are inconsistent with the meanings of such terms under GAAP,
the definitions contained in this Agreement or in any such certificate or other document shall
control.




          (d) The words “hereof,” “herein,” “hereunder” and words of similar import when used in this
Agreement shall refer to this Agreement as a whole and not to any particular provision of this
Agreement; Article, Section, Schedule and Exhibit references contained in this Agreement are
references to Articles, Sections, Schedules and Exhibits in or to this Agreement unless otherwise
specified; and the term “including” shall mean “including without limitation.”




          (e) The definitions contained in this Agreement are applicable to the singular as well as the
plural forms of such terms and to the masculine as well as to the feminine and neuter genders of
such terms.





          (f) Wells Fargo Bank, N.A. is the current name of the entity previously named Wells Fargo Bank
Minnesota, National Association. Any references to Wells Fargo Bank Minnesota, National Association
in this agreement or in any other agreement related to this agreement shall be construed to mean
Wells Fargo Bank, N.A.



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ARTICLE II




CONVEYANCE OF THE TRUST ESTATE; ADDITIONAL

NOTE PRINCIPAL BALANCES




     Section 2.01 Conveyance of the Trust Estate; Additional Note Principal Balances.



          (a) (i) On the terms and conditions of this Agreement, on each Transfer Date during the
Revolving Period, the Depositor agrees to offer for sale and to sell a portion of each of the Loans
and contribute to the capital of the Issuer the balance of each of the Loans and deliver the
related Loan Documents to or at the direction of the Issuer. To the extent the Issuer has or is
able to obtain sufficient funds under the Note Purchase Agreement and the Notes for the purchase
thereof, the Issuer agrees to purchase such Loans offered for sale by the Depositor; any portion of
the value of such Loan not paid in cash shall be deemed a contribution of capital by the Depositor
to the Issuer. On the terms and conditions of this Agreement and the Master Disposition
Confirmation Agreement, on each Transfer Date during the Revolving Period, the Issuer may acquire
Loans from another QSPE Affiliate of the Loan Originator to the extent the Issuer has or is able to
obtain sufficient funds for the purchase thereof.





     (ii) In consideration of the payment of the Additional Note Principal Balance
pursuant to Section 2.06 hereof and as a contribution to the assets of the Issuer,
the Depositor as of the related Transfer Date and concurrently with the execution
and delivery hereof, hereby sells, transfers, assigns, sets over and otherwise
conveys to the Issuer, without recourse, but subject to the other terms and
provisions of this Agreement, all of the right, title and interest of the Depositor
in and to the Trust Estate.




     (iii) During the Revolving Period, on each Transfer Date, subject to the
conditions precedent set forth in Section 2.06 hereof and in accordance with the
procedures set forth in Section 2.01(c), the Depositor, pursuant to an S&SA
Assignment, will assign to the Issuer without recourse all of its respective right,
title and interest, in and to the Loans and all proceeds thereof listed on the Loan
Schedule attached to such S&SA Assignment, including all interest and principal and
any prepayment charges received by the Loan Originator, the Depositor or the
Servicer on or with respect to the Loans on or after the related Transfer Cut-off
Date, together with all right, title and interest in and to the proceeds of any
related Mortgage Insurance Policies and all of the Depositor’s rights, title and
interest in and to (but none of its obligations under) the Loan Purchase and
Contribution Agreement and all proceeds of the foregoing.




     (iv) The foregoing sales, transfers, assignments, set overs and conveyances do
not, and are not intended to, result in a creation or an assumption by the Issuer of
any of the obligations of the Depositor, the Loan Originator or any other Person in
connection with the Trust Estate or under any agreement or instrument relating
thereto except as specifically set forth herein.



26









 





          (b) As of the Closing Date and as of each Transfer Date, the Issuer acknowledges (or will
acknowledge pursuant to the S&SA Assignment) the conveyance to it of the Trust Estate, including,
as applicable, all rights, title and interest of the Depositor and any QSPE Affiliate in and to the
Trust Estate, receipt of which is hereby acknowledged by the Issuer. Concurrently with such
delivery, as of the Closing Date and as of each Transfer Date, pursuant to the Indenture the Issuer
pledges the Trust Estate to the Indenture Trustee. In addition, concurrently with such delivery
and in exchange therefor, the Owner Trustee, pursuant to the instructions of the Depositor, has
executed (not in its individual capacity, but solely as Owner Trustee on behalf of the Issuer) and
caused the Trust Certificates to be authenticated and delivered to or at the direction of the
Depositor.




          (c) (i) Pursuant to and subject to the Note Purchase Agreement, the Issuer may, at its sole
option, from time to time request advances on any Transfer Date of Additional Note Principal
Balances.





               (ii) Notwithstanding anything to the contrary herein, in no event shall the Purchaser be
required to advance Additional Note Principal Balances on a Transfer Date if the conditions
precedent to a transfer of the Loans under Section 2.06 and the conditions precedent to the
purchase of Additional Note Principal Balances set forth in Section 4.01 of the Note Purchase
Agreement have not been fulfilled.




               (iii) The Servicer shall appropriately note such Additional Note Principal Balance (and the
increased Note Principal Balance) in the next succeeding Payment Statement; provided, however, that
failure to make any such notation in such Payment Statement 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 interest and principal payments in respect of the Note Principal Balance held by such
Noteholder. Each Noteholder shall record on the schedule attached to such Noteholder’s Note, the
date and amount of any Additional Note Principal Balance advanced by it; provided, that failure to
make such recordation on such schedule or any error in such schedule shall not adversely affect any
Noteholder’s rights with respect to its Note Principal Balance and its right to receive interest
payments in respect of the Note Principal Balance held by such Noteholder.




               (iv) Absent manifest error, the Note Principal Balance of each Note as set forth in the
Noteholder’s records shall be binding upon the Noteholders and the Trust, notwithstanding any
notation made by the Servicer in its Payment Statement pursuant to the preceding paragraph.



     Section 2.02 Ownership and Possession of Loan Files.




     With respect to each Loan, as of the related Transfer Date the ownership of the related
Promissory Note, the related Mortgage and the contents of the related Servicer’s Loan File and
Custodial Loan File shall be vested in the Trust for the benefit of the Securityholders, although
possession of the Servicer’s Loan File on behalf of and for the benefit of the Securityholders
shall remain with the Servicer, and the Custodian shall take possession of the Custodial Loan Files
as contemplated in Section 2.05 hereof.



27









 





     Section 2.03 Books and Records; Intention of the Parties.



          (a) As of each Transfer Date, the sale of each of the Loans conveyed by the Depositor on such
Transfer Date shall be reflected on the balance sheets and other financial statements of the
Depositor and the Loan Originator, as the case may be, as a sale of assets and a contribution to
capital by the Loan Originator and the Depositor, as applicable, under GAAP. Each of the Servicer
and the Custodian shall be responsible for maintaining, and shall maintain, a complete set of books
and records for each Loan which shall be clearly marked to reflect the ownership of each Loan, as
of the related Transfer Date, by the Issuer and for the benefit of the Securityholders.




          (b) It is the intention of the parties hereto that, other than for federal, state and local
income or franchise tax purposes, the transfers and assignments of the Trust Estate on the initial
Closing Date, on each Transfer Date and as otherwise contemplated by the Basic Documents and the
Assignments shall constitute a sale of the Trust Estate including, without limitation, the Loans
and all other property comprising the Trust Estate specified in Section 2.01(a) hereof, from the
Depositor to the Issuer and such property shall not be property of the Depositor. The parties
hereto shall treat the Notes as indebtedness for federal, state and local income and franchise tax
purposes.




          (c) Each transfer and assignment contemplated by this Agreement shall constitute a sale in
part, and a contribution to capital in part, of the Loans from the Depositor to the Issuer. Upon
the consummation of those transactions the Loans shall be owned by and be the property of the
Issuer, and not owned by or otherwise be the property of, the Depositor for any purpose including
without limitation any bankruptcy, receivership, insolvency, liquidation, conservatorship or
similar proceeding relating to either the Depositor or the Issuer or any property of either. The
parties hereto hereby acknowledge that the Issuer and its creditors are relying, and its subsequent
transferees and their creditors will rely, on such sales and contributions being recognized as
such. If (A) any transfer and assignment contemplated hereby is subsequently determined for any
reason under any circumstances to constitute a transfer to secure a loan rather than a sale in
part, and a contribution in part, of the Loans or (B) any Loan is otherwise held to be property of
the Depositor, then this Agreement (i) is and shall be a security agreement within the meaning of
Articles 8 and 9 of the applicable Uniform Commercial Code and (ii) shall constitute a grant by the
Depositor to the Issuer of a security interest in all of the Depositor’s right, title and other
interest in and to the Loans and the proceeds and other distributions and payments and general
intangibles and other rights and benefits in respect thereof. For purposes of perfecting that
security interest under any applicable Uniform Commercial Code, the possession by, and notices and
other communications with respect thereto to and from, the Issuer or any agent thereof, of money,
notes and other documents evidencing ownership of and other rights with respect to the Loans shall
be “possession” by the secured party or purchaser and required notices and other communications to
and from applicable financial intermediaries, bailees and other agents.




          (d) The Depositor at its expense shall take such actions as may be necessary or reasonably
requested by the Issuer or the Initial Noteholder to ensure the perfection, and priority to all
other security interests, of the security interest described in the preceding paragraph including
without limitation the execution and delivery of such financing statements and amendments thereto,
continuation statements and other documents as the Issuer may reasonably request.




28









 








     Section 2.04 Delivery of Loan Documents.



          (a) The Loan Originator shall, prior to the related Transfer Date (or, in the case of each Wet
Funded Loan, the related Wet Funded Custodial File Delivery Date), in accordance with the terms and
conditions set forth in the Custodial Agreement, deliver or cause to be delivered to the Custodian,
as the designated agent of the Indenture Trustee, a Loan Schedule and each of the documents
constituting the Custodial Loan File with respect to each Loan. The Loan Originator shall ensure
that (i) in the event that any Wet Funded Loan is not closed and funded to the order of the
appropriate Borrower on the day funds are provided to the Loan Originator by the Purchaser, on
behalf of the Issuer, such funds shall be promptly returned to the Purchaser, on behalf of the
Issuer and (ii) in the event that any Wet Funded Loan is subject to a rescission, all funds
received in connection with such rescission shall be promptly returned to the Purchaser, on behalf
of the Issuer.




          (b) The Loan Originator shall, on the related Transfer Date (or in the case of a Wet Funded
Loan, on or before the related Wet Funded Custodial File Delivery Date), deliver or cause to be
delivered to the Servicer the related Servicer’s Loan File (i) for the benefit of, and as agent
for, the Noteholders and (ii) for the benefit of the Indenture Trustee, on behalf of the
Noteholders, for so long as the Notes are outstanding; after the Notes are not outstanding, the
Servicer’s Loan File shall be held in the custody of the Servicer for the benefit of, and as agent
for, the Certificateholders.




          (c) The Indenture Trustee shall cause the Custodian to take and maintain continuous physical
possession of the Custodial Loan Files in the State of California (or upon prior written notice
from the Custodian to the Loan Originator and the Initial Noteholder and delivery of an Opinion of
Counsel with respect to the continued perfection of the Indenture Trustee’s security interest, in
the State of Minnesota or Utah) and, in connection therewith, shall act solely as agent for the
Noteholders in accordance with the terms hereof and not as agent for the Loan Originator, the
Servicer or any other party.





	 	 	 	Section 2.05 Acceptance by the Indenture Trustee of the Loans; Certain Substitutions and
Repurchases; Certification by the Custodian.





          (a) The Indenture Trustee declares that it will cause the Custodian to hold the Custodial Loan
Files and any additions, amendments, replacements or supplements to the documents contained
therein, as well as any other assets included in the Trust Estate and delivered to the Custodian,
in trust, upon and subject to the conditions set forth herein. The Indenture Trustee further
agrees to cause the Custodian to execute and deliver such certifications as are required under the
Custodial Agreement and to otherwise direct the Custodian to perform all of its obligations with
respect to the Custodial Loan Files in strict accordance with the terms of the Custodial Agreement.





     (b) (i) With respect to any Loans which are set forth as exceptions in the Exceptions
Report, the Loan Originator shall cure such exceptions by delivering such missing documents
to the Custodian or otherwise curing the defect no later than, in the case of (x) a non-Wet
Funded Loan, five (5) Business Days, or (y) in the case of a Wet Funded Loan, one (1)
Business Day after the Wet Funded Custodial File Delivery Date, in each case, following the
receipt of the first Exceptions Report listing such exception with respect to such Loan.



29









 






     (ii) In the event that, with respect to any Loan, the Loan Originator does not comply
with the document delivery requirements of Section 2.04 and such failure has a material
adverse effect on the value or enforceability of any Loan, or the interests of the
Securityholders in any Loan, the Loan Originator shall repurchase such Loan within one (1)
Business Day of notice thereof from the Indenture Trustee or the Initial Noteholder at the
Repurchase Price thereof with respect to such Loan by depositing such Repurchase Price in
the Collection Account. In lieu of such a repurchase, the Depositor and Loan Originator may
comply with the substitution provisions of Section 3.06 hereof. The Loan Originator shall
provide the Servicer, the Indenture Trustee, the Issuer and the Initial Noteholder with a
certification of a Responsible Officer on or prior to such repurchase or substitution
indicating that the Loan Originator intends to repurchase or substitute such Loan.




     (iii) It is understood and agreed that the obligation of the Loan Originator to
repurchase or substitute any such Loan pursuant to this Section 2.05(b) shall constitute the
sole remedy with respect to such failure to comply with the foregoing delivery requirements.



          (c) In performing its reviews of the Custodial Loan Files pursuant to the Custodial Agreement,
the Custodian shall have no responsibility to determine the genuineness of any document contained
therein and any signature thereon. The Custodian shall not have any responsibility for determining
whether any document is valid and binding, whether the text of any assignment or endorsement is in
proper or recordable form, whether any document has been recorded in accordance with the
requirements of any applicable jurisdiction, or whether a blanket assignment is permitted in any
applicable jurisdiction.




          (d) The Servicer’s Loan File shall be held in the custody of the Servicer (i) for the benefit
of, and as agent for, the Noteholders and (ii) for the benefit of the Indenture Trustee, on behalf
of the Noteholders, for so long as the Notes are outstanding; after the Notes are not outstanding,
the Servicer’s Loan File shall be held in the custody of the Servicer for the benefit of, and as
agent for, the Certificateholders. It is intended that, by the Servicer’s agreement pursuant to
this Section 2.05(d), the Indenture Trustee shall be deemed to have possession of the Servicer’s
Loan Files for purposes of Section 9-313 of the Uniform Commercial Code of the State in which such
documents or instruments are located. The Servicer shall promptly report to the Indenture Trustee
any failure by it to hold the Servicer’s Loan File as herein provided and shall promptly take
appropriate action to remedy any such failure. In acting as custodian of such documents and
instruments, the Servicer agrees not to assert any legal or beneficial ownership interest in the
Loans or such documents or instruments. Subject to the exceptions in Section 8.01(a) hereof and
the procedure in Section 8.01(d) hereof, the Servicer agrees to indemnify the Securityholders and
the Indenture Trustee, their officers, directors, employees, agents and “control persons” as such
term is used under the Act and under the Securities Exchange Act of 1934, as amended for any and
all liabilities, obligations, losses, damages, payments, costs or expenses of any kind whatsoever
which may be imposed on, incurred by or asserted against the Securityholders or the Indenture
Trustee as the result of the negligence or willful misfeasance by the Servicer relating to the
maintenance and custody of such documents or instruments which have been delivered to the Servicer;
provided, however, that the Servicer will not be liable for any portion of any such amount
resulting from the negligence or willful misconduct of any Securityholders or the Indenture
Trustee; and provided, further, that the Servicer will not be liable for any portion of any such


30









 







amount resulting from the Servicer’s compliance with any instructions or directions consistent
with this Agreement issued to the Servicer by the Indenture Trustee or the Majority Noteholders.
The Indenture Trustee shall have no duty to monitor or otherwise oversee the Servicer’s performance
as custodian of the Servicer Loan File hereunder.




     Section 2.06 Conditions to Transfer.



          (a) In the case of Wet Funded Loans, by 11:00 a.m. (New York City time) on the related
Transfer Date, the Issuer shall give notice to the Initial Noteholder of such upcoming Transfer
Date and shall deliver or cause to be delivered to the Initial Noteholder: (i) an estimate of the
number of Loans and aggregate Principal Balance of such Loans to be transferred on such Transfer
Date and (ii) a funding request amount. By no later than 4:00 p.m. (New York City time) on each
Transfer Date, the Issuer shall deliver or cause to be delivered to the Initial Noteholder a Wet
Funded Loan Schedule in computer-readable form with respect to the Loans requested to be
transferred on such Transfer Date.




          (b) In the case of non-Wet Funded Loans, two (2) Business Days prior to each Transfer Date,
the Issuer shall give notice to the Initial Noteholder of such upcoming Transfer Date and by no
later than 4:00 p.m. (New York City time) on the Business Day preceding each Transfer Date, the
Issuer shall deliver or cause to be delivered to the Initial Noteholder: (i) an estimate of the
number of Loans and aggregate Principal Balance of such Loans to be transferred on such Transfer
Date and (ii) a funding request amount. By no later than 8:00 a.m. (New York City time) on each
Transfer Date, the Issuer shall deliver or cause to be delivered to the Initial Noteholder a final
Loan Schedule in computer-readable form with respect to the Loans requested to be transferred on
such Transfer Date.




          (c) On each Transfer Date, the Depositor or the applicable QSPE Affiliate shall convey to the
Issuer, the Loans and the other property and rights related thereto described in the related S&SA
Assignment, and the Issuer, only upon the satisfaction of each of the conditions set forth below on
or prior to such Transfer Date, shall deposit or cause to be deposited cash in the amount of the
Additional Note Principal Balance received from the Purchaser in the Advance Account in respect
thereof, and the Paying Agent shall, promptly after such deposit, withdraw the amount deposited in
respect of applicable Additional Note Principal Balance from the Advance Account, and distribute
such amount to or at the direction of the Depositor or the applicable QSPE Affiliate.




          (d) As of the Closing Date and each Transfer Date:





     (i) the Depositor, the QSPE Affiliate and the Servicer, as applicable, shall
have delivered to the Issuer and the Initial Noteholder duly executed Assignments,
which shall have attached thereto a Loan Schedule setting forth the appropriate
information with respect to all Loans conveyed on such Transfer Date and shall have
delivered to the Initial Noteholder a computer readable transmission of such Loan
Schedule;




     (ii) the Depositor shall have deposited, or caused to be deposited, in the
Collection Account all collections received with respect to each of the Loans on and
after the applicable Transfer Cut-off Date;



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     (iii) as of such Transfer Date, none of the Loan Originator, the Depositor or
the QSPE Affiliate, as applicable, shall (A) be insolvent, (B) be made insolvent by
its respective sale of Loans or (C) have reason to believe that its insolvency is
imminent;




     (iv) the Revolving Period shall not have terminated;




     (v) as of such Transfer Date (after giving effect to the sale of Loans on such
Transfer Date), there shall be no Overcollateralization Shortfall;




     (vi) in the case of non-Wet Funded Loans, the Issuer shall have delivered the
Custodial Loan File to the Custodian in accordance with the Custodial Agreement and
the Initial Noteholder shall have received a Trust Receipt by 4:30 p.m. New York
City time, reflecting such delivery; provided that, in the event that any Additional
Note Principal Balance is to be paid earlier than 8:00 a.m. New York City time on
the Transfer Date, the Trust Receipt must be received by the Initial Noteholder
prior to 6:00 p.m. New York City time on the Business Day prior to such Transfer
Date; and provided further that no Additional Note Principal Balance shall be paid
as to a Loan that has a Fatal Exception, as indicated on the Custodian’s
certification provided pursuant to the Custodial Agreement;




     (vii) each of the representations and warranties made by the Loan Originator
contained in Exhibit E with respect to the Loans shall be true and correct in all
material respects as of the related Transfer Date with the same effect as if then
made and the proviso set forth in Section 3.05 hereof with respect to Loans sold by
a QSPE Affiliate shall not be applicable to any Loans, and the Depositor or the QSPE
Affiliate, as applicable, shall have performed all obligations to be performed by it
under the Basic Documents on or prior to such Transfer Date;




     (viii) the Depositor or the QSPE Affiliate and the Servicer shall, at its own
expense, within one (1) Business Day following the Transfer Date, indicate in their
computer files that the Loans identified in each S&SA Assignment have been sold to
the Issuer pursuant to this Agreement and the S&SA Assignment;




     (ix) the Depositor or the QSPE Affiliate shall have taken any action requested
by the Indenture Trustee, the Issuer or the Noteholders required to maintain the
ownership interest of the Issuer in the Trust Estate;




     (x) no selection procedures believed by the Depositor or the QSPE Affiliate to
be adverse to the interests of the Noteholders shall have been utilized in selecting
the Loans to be conveyed on such Transfer Date;




     (xi) the Depositor shall have provided the Issuer, the Indenture Trustee and
the Initial Noteholder no later than two (2) Business Days prior to such date a
notice of Additional Note Principal Balance in the form of Exhibit A hereto;



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     (xii) after giving effect to the Additional Note Principal Balance associated
therewith, the Note Principal Balance will not exceed the Maximum Note Principal
Balance;




     (xiii) all conditions precedent to the Depositor’s purchase of Loans pursuant
to the Loan Purchase and Contribution Agreement shall have been fulfilled as of such
Transfer Date and, in the case of purchases from a QSPE Affiliate, all conditions
precedent to the Issuer’s purchase of Loans pursuant to the Master Disposition
Confirmation Agreement shall have been fulfilled as of such Transfer Date;




     (xiv) all conditions precedent to the Noteholders’ purchase of Additional Note
Principal Balance pursuant to the Note Purchase Agreement shall have been fulfilled
as of such Transfer Date; and




     (xv) with respect to each Loan acquired from any QSPE Affiliate that has a
limited right of recourse to the Loan Originator under the terms of the applicable
loan purchase agreement, the Loan Originator has not been required to pay any amount
to or on behalf of such QSPE Affiliate that lowered the recourse to the Loan
Originator available to such QSPE Affiliate below the maximum recourse to the Loan
Originator available to such QSPE Affiliate under the terms of the related loan
purchase contract providing for recourse by that QSPE Affiliate to the Loan
Originator.



     Section 2.07 Termination of Revolving Period.




     Upon the occurrence of (i) an Event of Default or Default or (ii) the Unfunded Transfer
Obligation Percentage equals 4% or less or (iii) either (a) the aggregate Principal Balance of all
Loans that are 30 to 59 days Delinquent as of such Determination Date divided by the Pool Principal
Balance as of such Determination Date is greater than 5% (unless such percentage is reduced to less
than 5% within three Business Days of such Determination Date as a result of the exercise of a
Servicer Call) or (b) the aggregate Principal Balance of all Loans that are 60 to 89 days
Delinquent as of such Determination Date divided by the Pool Principal Balance as of such
Determination Date is greater than 2% (unless such percentage is reduced to less than 2% within
three Business Days of such Determination Date as a result of the exercise of a Servicer Call) or
(iv) Option One, Option One Capital or any of their Affiliates default under, or fail to perform as
requested under, or shall otherwise materially breach the terms of any repurchase agreement, loan
and security agreement or similar credit facility or agreement entered into by Option One, Option
One Capital or any of their Affiliates, including without limitation, the Sale and Servicing
Agreement, dated as of April 1, 2001, among the Option One Owner Trust 2001-1A, the Depositor,
Option One and the Indenture Trustee, the Sale and Servicing Agreement, dated as of July 2, 2002,
among the Option One Owner Trust 2002-3, the Depositor, Option One and the Facility Administrator,
the Sale and Servicing Agreement, dated as of August 8, 2003, among the Option One Owner Trust
2003-4, the Depositor, Option One and the Indenture Trustee, the Sale and Servicing Agreement,
dated as of June 1, 2005, among Option One Owner Trust 2005-6, the Depositor, Option One and the
Indenture Trustee, the Sale and Servicing Agreement, dated as of September 1, 2005, among the
Option One Owner Trust 2005-7, the Depositor, Option One and



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the Indenture Trustee, the Sale and Servicing Agreement, dated as of October 1, 2005 among
Option One Owner Trust 2005-8, the Depositor, Option One and the Indenture Trustee and the Sale and
Servicing Agreement, dated as of December 30, 2005 among Option One Owner Trust 2005-9, the
Depositor, Option One and the Indenture Trustee, in each case as amended from time to time, and
such default, failure or breach shall entitle any counterparty to declare the Indebtedness
thereunder to be due and payable prior to the maturity thereof. The Initial Noteholder may, in any
such case, in its sole discretion, terminate the Revolving Period.



     Section 2.08 Correction of Errors.




     The parties hereto who have relevant information shall cooperate to reconcile any errors in
calculating the Sales Price from and after the Closing Date. In the event that an error in the
Sales Price is discovered by either party, including without limitation, any error due to
miscalculations of Market Value where insufficient information has been provided with respect to a
Loan to make an accurate determination of Market Value as of any applicable Transfer Date, any
miscalculations of Principal Balance, accrued interest, Overcollateralization Shortfall or
aggregate unreimbursed Servicing Advances attributable to the applicable Loan, or any prepayments
not properly credited, such party shall give prompt notice to the other parties hereto, and the
party that shall have benefited from such error shall promptly remit to the other, by wire transfer
of immediately available funds, the amount of such error with no interest thereon.



ARTICLE III




REPRESENTATIONS, WARRANTIES AND COVENANTS




     Section 3.01 Representations, Warranties and Covenants of the Depositor. 




     The Depositor hereby represents, warrants and covenants to the other parties hereto and the
Securityholders that as of the Closing Date and as of each Transfer Date:



          (a) The Depositor is a corporation duly organized, validly existing and in good standing under
the laws of the jurisdiction of its organization and has, and had at all relevant times, full power
to own its property, to carry on its business as currently conducted, to enter into and perform its
obligations under each Basic Document to which it is a party;




          (b) The execution and delivery by the Depositor of each Basic Document to which the Depositor
is a party and its performance of and compliance with all of the terms thereof will not violate the
Depositor’s organizational documents or constitute a default (or an event which, with notice or
lapse of time, or both, would constitute a default) under, or result in the breach or acceleration
of, any material contract, agreement or other instrument to which the Depositor is a party or which
are applicable to the Depositor or any of its assets;




          (c) The Depositor has the full power and authority to enter into and consummate the
transactions contemplated by each Basic Document to which the Depositor is a party, has duly
authorized the execution, delivery and performance of each Basic Document to which it is a party
and has duly executed and delivered each Basic Document to which it is a party; each Basic Document
to which it is a party, assuming due authorization, execution and delivery by the other party or
parties




34









 







thereto, constitutes a valid, legal and binding obligation of the Depositor, enforceable
against it in accordance with the terms thereof, except as such enforcement may be limited by
bankruptcy, insolvency, reorganization, receivership, moratorium or other similar laws relating to
or affecting the rights of creditors generally, and by general equity principles (regardless of
whether such enforcement is considered in a proceeding in equity or at law);




          (d) The Depositor is not in violation of, and the execution and delivery by the Depositor of
each Basic Document to which the Depositor is a party and its performance and compliance with the
terms of each Basic Document to which the Depositor is a party will not constitute a violation with
respect to, any order or decree of any court or any order or regulation of any federal, state,
municipal or governmental agency having jurisdiction, which violation would materially and
adversely affect the condition (financial or otherwise) or operations of the Depositor or any of
its properties or materially and adversely affect the performance of any of its duties hereunder;




          (e) There are no actions or proceedings against, or investigations of, the Depositor currently
pending with regard to which the Depositor has received service of process and no action or
proceeding against, or investigation of, the Depositor is, to the knowledge of the Depositor,
threatened or otherwise pending before any court, administrative agency or other tribunal that (A)
if determined adversely to the Depositor, have a reasonable possibility of prohibiting or
preventing its entering into any of the Basic Documents to which it is a party or render the
Securities invalid, (B) seek to prevent the issuance of the Securities or the consummation of any
of the transactions contemplated by any of the Basic Documents to which it is a party or (C) if
determined adversely to the Depositor, would prohibit or materially and adversely affect the
performance by the Depositor of its obligations under, or the validity or enforceability of, any of
the Basic Documents to which it is a party or the Securities, provided, however, that insofar as
this representation relates to the Loan Originator’s satisfaction of its financial covenants, there
is also a reasonable possibility of an adverse determination of such action, proceeding or
investigation having such effect;




          (f) No consent, approval, authorization or order of any court or governmental agency or body
is required for the execution, delivery and performance by the Depositor of, or compliance by the
Depositor with, any of the Basic Documents to which the Depositor is a party or the Securities, or
for the consummation of the transactions contemplated by any of the Basic Documents to which the
Depositor is a party, except for such consents, approvals, authorizations and orders, if any, that
have been obtained prior to such date;




          (g) The Depositor is solvent, is able to pay its debts as they become due and has capital
sufficient to carry on its business and its obligations hereunder; it will not be rendered
insolvent by the execution and delivery of any of the Basic Documents to which it is a party or the
assumption of any of its obligations thereunder; no petition of bankruptcy (or similar insolvency
proceeding) has been filed by or against the Depositor;




          (h) The Depositor did not transfer the Loans sold thereon by the Depositor to the Trust with
any intent to hinder, delay or defraud any of its creditors; nor will the Depositor be rendered
insolvent as a result of such sale;




          (i) The Depositor had good title to, and was the sole owner of, each Loan sold thereon by the
Depositor free and clear of any lien other than any such lien released simultaneously




35









 







with the sale contemplated herein, and, immediately upon each transfer and assignment herein
contemplated, the Depositor will have delivered to the Trust good title to, and the Trust will be
the sole owner of, each Loan transferred by the Depositor thereon free and clear of any lien;




          (j) The Depositor acquired title to each of the Loans sold thereon by the Depositor in good
faith, without notice of any adverse claim;




          (k) None of the Basic Documents to which the Depositor is a party, nor any Officer’s
Certificate, statement, report or other document prepared by the Depositor and furnished or to be
furnished by it pursuant to any of the Basic Documents to which it is a party or in connection with
the transactions contemplated thereby contains any untrue statement of material fact or omits to
state a material fact necessary to make the statements contained herein or therein not misleading;




          (l) The Depositor is not required to be registered as an “investment company,” under the
Investment Company Act of 1940, as amended;




          (m) The transfer, assignment and conveyance of the Loans by the Depositor thereon pursuant to
this Agreement is not subject to the bulk transfer laws or any similar statutory provisions in
effect in any applicable jurisdiction;




          (n) The Depositor’s principal place of business and chief executive offices are located at
Irvine, California or at such other address as shall be designated by such party in a written
notice to the other parties hereto;




          (o) The Depositor covenants that during the continuance of this Agreement it will comply in
all respects with the provisions of its organizational documents in effect from time to time;




          (p) The representations and warranties set forth in (h), (i), (j) and (m) above were true and
correct with respect to each Loan transferred to the Trust by any QSPE Affiliate at the time such
Loan was transferred to such QSPE Affiliate by the Depositor; and




          (q) Whenever the Depositor becomes aware that a claim is being asserted against Depositor in a
judicial, administrative or arbitration forum, the Depositor shall promptly notify the Initial
Noteholder of the existence and general nature of such claim.




     Section 3.02 Representations and Warranties of the Loan Originator.




     The Loan Originator hereby represents and warrants to the other parties hereto and the
Securityholders that as of the Closing Date and as of each Transfer Date:



          (a) The Loan Originator is a corporation duly organized, validly existing and in good standing
under the laws of the jurisdiction of its organization and (i) is duly qualified, in good standing
and licensed to carry on its business in each state where any Mortgaged Property related to a Loan
sold by it is located and (ii) is in compliance with the laws of any such jurisdiction, in both
cases, to the extent necessary to ensure the enforceability of such Loans in accordance with the
terms thereof and had at all relevant times, full corporate power to originate such Loans, to own
its property, to carry on its business as currently conducted and to enter into and perform its
obligations under each Basic Document to which it is a party;




36









 








          (b) The execution and delivery by the Loan Originator of each Basic Document to which it is a
party and its performance of and compliance with the terms thereof will not violate the Loan
Originator’s articles of organization or by-laws or constitute a default (or an event which, with
notice or lapse of time, or both, would constitute a default) under, or result in the breach or
acceleration of, any contract, agreement or other instrument to which the Loan Originator is a
party or which may be applicable to the Loan Originator or any of its assets;




          (c) The Loan Originator has the full power and authority to enter into and consummate all
transactions contemplated by the Basic Documents to be consummated by it, has duly authorized the
execution, delivery and performance of each Basic Document to which it is a party and has duly
executed and delivered each Basic Document to which it is a party; each Basic Document to which it
is a party, assuming due authorization, execution and delivery by each of the other parties
thereto, constitutes a valid, legal and binding obligation of the Loan Originator, enforceable
against it in accordance with the terms hereof, except as such enforcement may be limited by
bankruptcy, insolvency, reorganization, receivership, moratorium or other similar laws relating to
or affecting the rights of creditors generally, and by general equity principles (regardless of
whether such enforcement is considered in a proceeding in equity or at law);




          (d) The Loan Originator is not in violation of, and the execution and delivery of each Basic
Document to which it is a party by the Loan Originator and its performance and compliance with the
terms of each Basic Document to which it is a party will not constitute a violation with respect
to, any order or decree of any court or any order or regulation of any federal, state, municipal or
governmental agency having jurisdiction, which violation would materially and adversely affect the
condition (financial or otherwise) or operations of the Loan Originator or its properties or
materially and adversely affect the performance of its duties under any Basic Document to which it
is a party;




          (e) There are no actions or proceedings against, or investigations of, the Loan Originator
currently pending with regard to which the Loan Originator has received service of process and no
action or proceeding against, or investigation of, the Loan Originator is, to the knowledge of the
Loan Originator, threatened or otherwise pending before any court, administrative agency or other
tribunal that (A) if determined adversely to the Loan Originator, would reasonably be expected to
prohibit its entering into any Basic Document to which it is a party or render the Securities
invalid, (B) seek to prevent the issuance of the Securities or the consummation of any of the
transactions contemplated by any Basic Document to which it is a party or (C) if determined
adversely to the Loan Originator, would have a reasonable possibility of prohibiting or preventing
or materially and adversely affecting the sale of the Loans to the Depositor, the performance by
the Loan Originator of its obligations under, or the validity or enforceability of, any Basic
Document to which it is a party or the Securities; provided, however, that insofar as this
representation relates to the Loan Originator’s satisfaction of its financial covenants contained
in any Basic Document, there is also a reasonable possibility of an adverse determination of such
action, proceeding or investigation having such effect;




          (f) No consent, approval, authorization or order of any court or governmental agency or body
is required for: (1) the execution, delivery and performance by the Loan Originator of, or
compliance by the Loan Originator with, any Basic Document to which it is a party, (2) the issuance
of the Securities, (3) the sale and contribution of the Loans, or (4) the consummation of the

37









 








transactions required of it by any Basic Document to which it is a party, except such as shall
have been obtained before such date;




          (g) Immediately prior to the sale of any Loan to the Depositor, the Loan Originator had good
title to such Loan sold by it on such date without notice of any adverse claim;




          (h) The information, reports, financial statements, exhibits and schedules furnished in
writing by or on behalf of the Loan Originator to the Purchaser in connection with the negotiation,
preparation or delivery of the Basic Documents to which it is a party or delivered pursuant
thereto, when taken as a whole, do not contain any untrue statement of material fact or omit to
state any material fact necessary to make the statements therein, in light of the circumstances
under which they were made, not misleading. All written information furnished after the date
hereof by or on behalf of the Loan Originator to the Initial Noteholder or any Noteholder in
connection with the Basic Documents to which it is a party and the transactions contemplated
thereby will be true, complete and accurate in every material respect, or (in the case of
projections) based on reasonable estimates, on the date as of which such information is stated or
certified;




          (i) The Loan Originator is solvent, is able to pay its debts as they become due and has
capital sufficient to carry on its business and its obligations under each Basic Document to which
it is a party; it will not be rendered insolvent by the execution and delivery of this Agreement or
by the performance of its obligations under each Basic Document to which it is a party; no petition
of bankruptcy (or similar insolvency proceeding) has been filed by or against the Loan Originator
prior to the date hereof;




          (j) The Loan Originator has transferred the Loans transferred by it on or prior to such
Transfer Date without any intent to hinder, delay or defraud any of its creditors;




          (k) Option One has received fair consideration and reasonably equivalent value in exchange for
the Loans sold by it to Option One Capital and the Loan Originator has received fair consideration
and reasonably equivalent value in exchange for the Loans sold by it to on such Transfer Date to
the Depositor;




          (l) The Loan Originator has not dealt with any broker or agent or other Person who might be
entitled to a fee, commission or compensation in connection with the transaction contemplated by
this Agreement;




          (m) Option One is in compliance with each of its financial covenants set forth in Section
7.02;




          (n) The Loan Originator’s principal place of business and chief executive offices are located
at Irvine, California or at such other address as shall be designated by such party in a written
notice to the other parties hereto; and




          (o) Whenever the Loan Originator becomes aware that a claim is being asserted against the Loan
Originator in a judicial, administrative or arbitration forum, in which the amount of claimed
damages exceeds $5 million (and without regard to the Loan Originator’s judgment as to the
likelihood of actual recovery of such amount or any amount), the Loan Originator shall promptly
notify the Initial Noteholder of the existence and general nature of such claim.




38









 









     It is understood and agreed that the representations and warranties set forth in this Section
3.02 shall survive delivery of the respective Custodial Loan Files to the Custodian (as the agent
of the Indenture Trustee) and shall inure to the benefit of the Securityholders, the Depositor, the
Servicer, the Indenture Trustee, the Owner Trustee and the Issuer. Upon discovery by the Loan
Originator, the Depositor, the Servicer, the Indenture Trustee or the Issuer of a breach of any of
the foregoing representations and warranties that materially and adversely affects the value of any
Loan or the interests of the Securityholders in any Loan or in the Securities, the party
discovering such breach shall give prompt written notice (but in no event later than two (2)
Business Days following such discovery) to the other parties and to the Initial Noteholder. The
obligations of the Loan Originator set forth in Sections 2.05 and 3.06 hereof to cure any breach or
to substitute for or repurchase an affected Loan shall constitute the sole remedies available
hereunder to the Securityholders, the Depositor, the Servicer, the Indenture Trustee, the Owner
Trustee or the Issuer respecting a breach of the representations and warranties contained in this
Section 3.02, but shall be cumulative with, and not exclusive of, any remedies provided in any
other Basic Document with respect to breaches of the Loan Originator’s representations and
warranties set forth therein. The fact that the Initial Noteholder or any Noteholder has conducted
or has failed to conduct any partial or complete due diligence investigation of the Loan Files
shall not affect the Securityholders rights to demand repurchase or substitution as provided under
this Agreement.



     Section 3.03 Representations, Warranties and Covenants of the Servicer.




     The Servicer hereby represents and warrants to and covenants with the other parties hereto and
the Securityholders that as of the Closing Date and as of each Transfer Date:



          (a) The Servicer is a corporation duly organized, validly existing and in good standing under
the laws of the State of California and (i) is duly qualified, in good standing and licensed to
carry on its business in each state where any Mortgaged Property is located, and (ii) is in
compliance with the laws of any such state, in both cases, to the extent necessary to ensure the
enforceability of the Loans in accordance with the terms thereof and to perform its duties under
each Basic Document to which it is a party and had at all relevant times, full corporate power to
own its property, to carry on its business as currently conducted, to service the Loans and to
enter into and perform its obligations under each Basic Document to which it is a party;




          (b) The execution and delivery by the Servicer of each Basic Document to which it is a party
and its performance of and compliance with the terms thereof will not violate the Servicer’s
articles of incorporation or by-laws or constitute a default (or an event which, with notice or
lapse of time, or both, would constitute a default) under, or result in the breach or acceleration
of, any material contract, agreement or other instrument to which the Servicer is a party or which
are applicable to the Servicer or any of its assets;




          (c) The Servicer has the full power and authority to enter into and consummate all
transactions contemplated by each Basic Document to which it is a party, has duly authorized the
execution, delivery and performance of each Basic Document to which it is a party and has duly
executed and delivered each Basic Document to which it is a party. Each Basic Document to which it
is a party, assuming due authorization, execution and delivery by each of the other parties
thereto, constitutes a valid, legal and binding obligation of the Servicer, enforceable against it
in accordance

39









 








with the terms hereof, except as such enforcement may be limited by bankruptcy, insolvency,
reorganization, receivership, moratorium or other similar laws relating to or affecting the rights
of creditors generally, and by general equity principles (regardless of whether such enforcement is
considered in a proceeding in equity or at law);




          (d) The Servicer is not in violation of, and the execution and delivery of each Basic Document
to which it is a party by the Servicer and its performance and compliance with the terms of each
Basic Document to which it is a party will not constitute a violation with respect to, any order or
decree of any court or any order or regulation of any federal, state, municipal or governmental
agency having jurisdiction, which violation would materially and adversely affect the condition
(financial or otherwise) or operations of the Servicer or materially and adversely affect the
performance of its duties under any Basic Document to which it is a party;




          (e) There are no actions or proceedings against, or investigations of, the Servicer currently
pending with regard to which the Servicer has received notice or service of process; and no action
or proceeding against, or investigation of, the Servicer is, to the knowledge of the Servicer,
threatened or otherwise pending before any court, administrative agency or other tribunal or local,
state or federal body or agency that (A) if determined adversely to the Servicer, would prohibit
its entering into any Basic Document to which it is a party, (B) seek to prevent the consummation
of any of the transactions contemplated by any Basic Document to which it is a party, (C) if
determined adversely to the Servicer, would have a reasonable possibility of prohibiting or
materially and adversely affect the performance by the Servicer of its obligations under, or the
validity or enforceability of, any Basic Document to which it is a party or the Securities;
provided, however, that insofar as this representation relates to the Loan Originator’s
satisfaction of its financial covenants under any of the Basic Documents, there is also a
reasonable possibility of an adverse determination of such action, proceeding or investigation
having such effect, or (D) allege that the Servicer has engaged in practices, with respect to any
of the Loans, that are predatory, abusive, deceptive or otherwise wrongful under an applicable
statute, regulation or ordinance or that are otherwise actionable and that have a reasonable
possibility of adverse determination;




          (f) No consent, approval, authorization or order of any court or governmental agency or body
is required for the execution, delivery and performance by the Servicer of, or compliance by the
Servicer with, any Basic Document to which it is a party or the Securities, or for the consummation
of the transactions contemplated by any Basic Document to which it is a party, except for such
consents, approvals, authorizations and orders, if any, that have been obtained prior to such date;




          (g) The information, reports, financial statements, exhibits and schedules furnished in
writing by or on behalf of the Servicer to the Majority Noteholders in connection with the
negotiation, preparation or delivery of the Basic Documents to which it is a party or delivered
pursuant thereto, when taken as a whole, do not contain any untrue statement of material fact or
omit to state any material fact necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading. All written information furnished after
the date hereof by or on behalf of the Servicer to the Noteholders in connection with the Basic
Documents to which it is a party and the transactions contemplated thereby will be true, complete
and accurate in every material respect, or (in the case of projections) based on reasonable
estimates, on the date as of which such information is stated or certified;




40









 








          (h) The Servicer is solvent and will not be rendered insolvent as a result of the performance
of its obligations pursuant to under the Basic Documents to which it is a party;




          (i) The Servicer acknowledges and agrees that the Servicing Compensation represents reasonable
compensation for the performance of its services hereunder and that the entire Servicing
Compensation shall be treated by the Servicer, for accounting purposes, as compensation for the
servicing and administration of the Loans pursuant to this Agreement;




          (j) The Servicer is in compliance with each of its financial covenants set forth in Section
7.02;




          (k) Each Subservicer is an Eligible Servicer and the Servicer covenants to cause each
Subservicer to be an Eligible Servicer;




          (l) The Servicer has not engaged in any practice or activity with respect to the Loans, or any
other loans, that is predatory, abusive, deceptive or otherwise wrongful under the statutes,
regulations and ordinances, if any, that are applicable to the particular loans or that is
otherwise actionable;




          (m) Whenever the Servicer becomes aware that a claim is being asserted against Servicer in a
judicial, administrative or arbitration forum, in which the amount of claimed damages exceeds $5
million (and without regard to the Servicer’s judgment as to the likelihood of actual recovery of
such amount or any amount), the Servicer shall promptly notify the Initial Noteholder of the
existence and general nature of such claim;




          (n) Whenever the Servicer, the Depositor or the Loan Originator becomes aware of a failure on
the part of such company duly to observe or perform in any material respect any other of the
material covenants or agreements on the part of the Servicer, contained in any Basic Document to
which it is a party, such company shall notify the Initial Noteholder of the existence and general
nature of such failure; and




          (o) Whenever the Servicer, the Depositor or the Loan Originator becomes aware of a breach on
the part of such company of any representation or warranty contained in any Basic Document to which
it is a party, such company shall notify the Initial Noteholder of the existence and general nature
of such breach.





     It is understood and agreed that the representations, warranties and covenants set forth in
this Section 3.03 shall survive delivery of the respective Custodial Loan Files to the Indenture
Trustee or the Custodian on its behalf and shall inure to the benefit of the Depositor, the
Securityholders, the Indenture Trustee, the Owner Trustee and the Issuer. Upon discovery by the
Loan Originator, the Depositor, the Servicer, the Indenture Trustee, the Owner Trustee or the
Issuer of a breach of any of the foregoing representations, warranties and covenants that
materially and adversely affects the value of any Loan or the interests of the Securityholders
therein or in the Securities, the party discovering such breach shall give prompt written notice
(but in no event later than two (2) Business Days following such discovery) to the other parties
and to the Initial Noteholder, and the Servicer shall take appropriate action to correct the
breach. The fact that the Initial Noteholder or any Noteholder has conducted or has failed to
conduct any



41









 







partial or complete due diligence investigation shall not affect the Securityholders, rights
to exercise their remedies as provided under this Agreement.



     Section 3.04 Reserved.



     Section 3.05 Representations and Warranties Regarding Loans.




     The Loan Originator makes each of the representations and warranties set forth on Exhibit E
hereto with respect to each Loan, provided, however, that with respect to each Loan proposed to be
transferred to the Issuer by a QSPE Affiliate, to the extent that the Loan Originator has at the
time of such transfer actual knowledge of any facts or circumstances that would render any of such
representations and warranties materially false, the Loan Originator shall notify the Initial
Noteholder of such facts or circumstances and, in such event, shall have no obligation to make such
materially false representation and warranty and the Issuer shall not purchase such Loan.




     In addition, the Loan Originator represents and warrants with respect to each Loan sold by a
QSPE Affiliate that the Loan Originator has not been required to pay any amount to or on behalf of
such QSPE Affiliate that lowered the recourse to the Loan Originator available to such QSPE
Affiliate below the maximum recourse to the Loan Originator available to such QSPE Affiliate under
the terms of any loan purchase agreement providing for recourse by that QSPE Affiliate to the Loan
Originator.



     Section 3.06 Purchase and Substitution.



          (a) It is understood and agreed that the representations and warranties set forth in Exhibit E
hereto shall survive the conveyance of the Loans to the Indenture Trustee on behalf of the Issuer,
and the delivery of the Securities to the Securityholders. Upon discovery by the Depositor, the
Servicer, the Loan Originator, the Custodian, the Issuer, the Indenture Trustee or any
Securityholder of a breach of any of such representations and warranties or the representations and
warranties of the Loan Originator set forth in Section 3.02 which materially and adversely affects
the value or enforceability of any Loan or the interests of the Securityholders in any Loan
(notwithstanding that such representation and warranty was made to the Loan Originator’s best
knowledge) or which constitutes a breach of the representations and warranties set forth in Exhibit
E, the party discovering such breach shall give prompt written notice to the others and to the
Initial Noteholder. The Loan Originator shall within five Business Days of the earlier of the Loan
Originator’s discovery or the Loan Originator’s receiving notice of any breach of a representation
or warranty, promptly cure such breach in all material respects. If within five Business Days
after the earlier of the Loan Originator’s discovery of such breach or the Loan Originator’s
receiving notice thereof such breach has not been remedied by the Loan Originator and such breach
materially and adversely affects the interests of the Securityholders in the related Loan (an
“Unqualified Loan”), the Loan Originator shall promptly upon receipt of instructions from the
Majority Noteholders either (i) remove such Unqualified Loan from the Trust (in which case it shall
become a Deleted Loan) and substitute one or more Qualified Substitute Loans in the manner and
subject to the conditions set forth in this Section 3.06 or (ii) purchase such Unqualified Loan at
a purchase price equal to the Repurchase Price with respect to such Unqualified Loan by depositing
or causing to be deposited such Repurchase Price in the Collection Account.




42









 








     Any substitution of Loans pursuant to this Section 3.06(a) shall be accompanied by payment by
the Loan Originator of the Substitution Adjustment, if any, (x) if no Overcollateralization
Shortfall exists on the date of such substitution (after giving effect to such substitution),
remitted to the Noteholders in accordance with Section 5.01(c)(4)(i) or (y) otherwise to be
deposited in the Collection Account pursuant to Section 5.01(b) hereof.



          (b) As to any Deleted Loan for which the Loan Originator substitutes a Qualified Substitute
Loan or Loans, the Loan Originator shall effect such substitution by delivering to the Indenture
Trustee and the Initial Noteholder a certification executed by a Responsible Officer of the Loan
Originator to the effect that the Substitution Adjustment, if any, has been (x) if no
Overcollateralization Shortfall exists on the date of such substitution (after giving effect to
such substitution), remitted to the Noteholders in accordance with Section 5.01(c)(4)(i), or (y)
otherwise deposited in the Collection Account. As to any Deleted Loan for which the Loan
Originator substitutes a Qualified Substitute Loan or Loans, the Loan Originator shall effect such
substitution by delivering to the Custodian the documents constituting the Custodial Loan File for
such Qualified Substitute Loan or Loans.




     The Servicer shall deposit in the Collection Account all payments received in connection with
each Qualified Substitute Loan after the date of such substitution. Monthly Payments received with
respect to Qualified Substitute Loans on or before the date of substitution will be retained by the
Loan Originator. The Trust will be entitled to all payments received on the Deleted Loan on or
before the date of substitution and the Loan Originator shall thereafter be entitled to retain all
amounts subsequently received in respect of such Deleted Loan. The Loan Originator shall give
written notice to the Issuer, the Servicer (if the Loan Originator is not then acting as such), the
Indenture Trustee and the Initial Noteholder that such substitution has taken place and the
Servicer shall amend the Loan Schedule to reflect (i) the removal of such Deleted Loan from the
terms of this Agreement and (ii) the substitution of the Qualified Substitute Loan. The Servicer
shall promptly deliver to the Issuer, the Loan Originator, the Indenture Trustee and the Initial
Noteholder, a copy of the amended Loan Schedule. Upon such substitution, such Qualified Substitute
Loan or Loans shall be subject to the terms of this Agreement in all respects, and the Loan
Originator shall be deemed to have made with respect to such Qualified Substitute Loan or Loans, as
of the date of substitution, the covenants, representations and warranties set forth in Exhibit E
hereto. On the date of such substitution, the Loan Originator will (x) if no Overcollateralization
Shortfall exists as of the date of substitution (after giving effect to such substitution), remit
to the Noteholders as provided in Section 5.01(c)(4)(i) or (y) otherwise deposit into the
Collection Account, in each case an amount equal to the related Substitution Adjustment, if any.
In addition, on the date of such substitution, the Servicer shall cause the Indenture Trustee to
release the Deleted Loan from the Lien of the Indenture and the Servicer will cause such Qualified
Substitute Loan to be pledged to the Indenture Trustee under the Indenture as part of the Trust
Estate.



          (c) With respect to all Unqualified Loans or other Loans repurchased by the Loan Originator
pursuant to this Agreement, upon the deposit of the Repurchase Price therefor into the Collection
Account or the conveyance of one or more Qualified Substitute Loans and payment of any Substitution
Adjustment, (i) the Issuer shall assign to the Loan Originator, without representation or warranty,
all of the Issuer’s right, title and interest in and to such Unqualified Loan, which right, title
and interest were conveyed to the Issuer pursuant to Section 2.01 hereof and (ii) the Indenture
Trustee shall assign to the Loan Originator, without recourse, representation or warranty, all the
Indenture




43









 







Trustee’s right, title and interest in and to such Unqualified Loans or Loans, which right,
title and interest were conveyed to the Indenture Trustee pursuant to Section 2.01 hereof and the
Indenture. The Issuer and the Indenture Trustee shall, at the expense of the Loan Originator, take
any actions as shall be reasonably requested by the Loan Originator to effect the repurchase of any
such Loans and to have the Custodian return the Custodial Loan File of the Deleted Loan to the
Servicer.




          (d) It is understood and agreed that the obligations of the Loan Originator set forth in this
Section 3.06 to cure, purchase or substitute for an Unqualified Loan constitute the sole remedies
hereunder of the Depositor, the Issuer, the Indenture Trustee, the Owner Trustee and the
Securityholders respecting a breach of the representations and warranties contained in Sections
3.02 hereof and in Exhibit E hereto. Any cause of action against the Loan Originator relating to
or arising out of a defect in a Custodial Loan File or against the Loan Originator relating to or
arising out of a breach of any representations and warranties made in Sections 3.02 hereof and in
Exhibit E hereto shall accrue as to any Loan upon (i) discovery of such defect or breach by any
party and notice thereof to the Loan Originator or knowledge thereof by the Loan Originator
(whereupon the Loan Originator shall be obligated to give notice thereof to the Indenture Trustee
and the Initial Noteholder) and either (ii) failure by the Loan Originator to cure such defect or
breach or purchase or substitute such Loan as specified above or (iii) demand upon the Loan
Originator, as applicable, by the Issuer or the Majority Noteholders for all amounts payable in
respect of such Loan.




          (e) Neither the Issuer nor the Indenture Trustee shall have any duty to conduct any
affirmative investigation other than as specifically set forth in this Agreement as to the
occurrence of any condition requiring the repurchase or substitution of any Loan pursuant to this
Section or the eligibility of any Loan for purposes of this Agreement.




     Section 3.07 Disposition.



          (a) The Majority Noteholders may at any time, and from time to time, require that the Issuer
redeem all or any portion of the Note Principal Balance of the Notes by paying the Note Redemption
Amount with respect to the Note Principal Balance to be redeemed in accordance with Section 10.04.
In connection with any such redemption, the Issuer shall effect Dispositions at the direction of
the Majority Noteholders in accordance with this Agreement, including in accordance with this
Section 3.07.




          (b) (i) In consideration of the consideration received from the Depositor under the Loan
Purchase and Contribution Agreement, the Loan Originator hereby agrees and covenants that in
connection with each Disposition it shall effect the following:





(A) make such representations and warranties concerning the Loans as of the “cut-off
date” of the related Disposition to the Disposition Participants as may be necessary
to effect the Disposition and such additional representations and warranties as may
be necessary, in the reasonable opinion of any of the Disposition Participants, to
effect such Disposition; provided, that, to the extent that the Loan Originator has
at the time of the Disposition actual knowledge of any facts or circumstances that
would render any of such representations and warranties materially false, the Loan
Originator may notify the Disposition



44









 







Participants of such facts or circumstances and, in such event, shall have no
obligation to make such materially false representation and warranty;




(B) supply such information, opinions of counsel, letters from law and/or accounting
firms and other documentation and certificates regarding the origination of the
Loans as any Disposition Participant shall reasonably request to effect a
Disposition and enter into such indemnification agreements customary for such
transaction relating to or in connection with the Disposition as the Disposition
Participants may reasonably require;




(C) make itself available for and engage in good faith consultation with the
Disposition Participants concerning information to be contained in any document,
agreement, private placement memorandum, or filing with the Securities and Exchange
Commission relating to the Loan Originator or the Loans in connection with a
Disposition and shall use reasonable efforts to compile any information and prepare
any reports and certificates, into a form, whether written or electronic, suitable
for inclusion in such documentation;




(D) to implement the foregoing and to otherwise effect a Disposition, enter into, or
arrange for its Affiliates to enter into insurance and indemnity agreements,
underwriting or placement agreements, servicing agreements, purchase agreements and
any other documentation which may reasonably be required of or reasonably deemed
appropriate by the Disposition Participants in order to effect a Disposition; and




(E) take such further actions as may be reasonably necessary to effect the
foregoing; provided, that notwithstanding anything to the contrary, (a) the Loan
Originator shall have no liability for the Loans arising from or relating to the
ongoing ability of the related Borrowers to pay under the Loans; (b) none of the
indemnities hereunder shall constitute an unconditional guarantee by the Loan
Originator of collectability of the Loans; (c) the Loan Originator shall have no
obligation with respect to the financial inability of any Borrower to pay principal,
interest or other amount owing by such Borrower under a Loan; and (d) the Loan
Originator shall only be required to enter into documentation in connection with
Dispositions that is consistent with the prior public securitizations of affiliates
of the Loan Originator, provided that to the extent an Affiliate of any Noteholder
acts as “depositor” or performs a similar function in a Securitization, additional
indemnities and informational representations and warranties are provided which are
consistent with those in the Basic Documents and may upon request of the Loan
Originator be set forth in a separate agreement between such Affiliate of the
Noteholder and the Loan Originator.




     (ii) In the event of any Disposition to the Loan Originator or any of its
Affiliates (except in connection with a Securitization or a Disposition to a QSPE
Affiliate), the purchase price paid by the Loan Originator or any such Affiliate
shall be the “fair market value” of the Loans subject to such Disposition (as
determined by the Market Value Agent based upon recent sales of comparable



45









 







loans or such other objective criteria as may be approved for determining “fair
market value” by a “Big Four” national accounting firm).




     (iii) As long as no Event of Default or Default shall have occurred and be
continuing under this Agreement or the Indenture, the Servicer may continue to
service the Loans included in any Disposition subject to any applicable
“term-to-term” servicing provisions in Section 9.01(b) and subject to any required
amendments to the related servicing provisions as may be necessary to effect the
related Disposition including but not limited to the obligation to make recoverable
principal and interest advances on the Loans.




     After the termination of the Revolving Period, the Issuer shall effect one or more
Dispositions at the direction of the Disposition Agent, and the Loan Originator and the Depositor
agree to use commercially reasonable efforts to effectuate such Dispositions.



          (c) The Issuer shall effect Dispositions at the direction of the Majority Noteholders in
accordance with the terms of this Agreement and the Basic Documents. In connection therewith, the
Trust agrees to assist the Loan Originator in such Dispositions and accordingly it shall, at the
request and direction of the Majority Noteholders:





     (i) transfer, deliver and sell all or a portion of the Loans, as of the
“cut-off dates” of the related Dispositions, to such Disposition Participants as may
be necessary to effect the Dispositions; provided, that any such sale shall be for
“fair market value,” as determined by the Market Value Agent in its reasonable
discretion;




     (ii) deposit the cash Disposition Proceeds into the Distribution Account
pursuant to Section 5.01(c)(2)(D);




     (iii) to the extent that a Securitization creates any Retained Securities, to
accept such Retained Securities as a part of the Disposition Proceeds in accordance
with the terms of this Agreement; and




     (iv) take such further actions, including executing and delivering documents,
certificates and agreements, as may be reasonably necessary to effect such
Dispositions.



          (d) The Servicer hereby covenants that it will take such actions as may be reasonably
necessary to effect Dispositions as the Disposition Participants may request and direct, including
without limitation providing the Loan Originator such information as may be required to make
representations and warranties required hereunder, and covenants that it will make such
representations and warranties regarding its servicing of the Loans hereunder as of the Cut-off
Date of the related Disposition as reasonably required by the Disposition Participants.




          (e) [reserved].




          (f) The Majority Noteholders may effect Whole Loan Sales upon written notice to the Servicer
of its intent to cause the Issuer to effect a Whole Loan Sale at least five (5) Business Days




46









 







in advance thereof. The Disposition Agent shall serve as agent for Whole Loan Sales and will
receive a reasonable fee for such services provided that no such fee shall be payable if (i) the
Loan Originator or its Affiliates purchase such Loans and (ii) no Event of Default or Default shall
have occurred and be continuing. If no Default or Event of Default shall have occurred and be
continuing, the Loan Originator or its Affiliates may concurrently bid to purchase Loans in a Whole
Loan Sale; provided, however, that neither the Loan Originator nor any such Affiliates shall pay a
price in excess of the fair market value thereof (as determined by the Market Value Agent based
upon recent sales of comparable loans or such other objective criteria as may be approved for
determining “fair market value” by a “Big Four” national accounting firm). In the event that the
Loan Originator does not bid in any such Whole Loan Sale, it shall have a right of first refusal to
purchase the Loans offered for sale at the price offered by the highest bidder, but not less than
100% of the outstanding principal balance plus accrued interest. The Disposition Agent shall
conduct any Whole Loan Sale subject to the Loan Originator’s right of first refusal and shall
promptly notify the Loan Originator of the amount of the highest bid. The Loan Originator shall
have five (5) Business Days following its receipt of such notice to exercise its right of first
refusal by notifying the Disposition Agent in writing.




          (g) Except as otherwise expressly set forth under this Section 3.07, the parties’ rights and
obligations under this Section 3.07 shall continue notwithstanding the occurrence of an Event of
Default.




          (h) The Disposition Participants (and the Majority Noteholders to the extent directing the
Disposition Participants) shall be independent contractors to the Issuer and shall have no
fiduciary obligations to the Issuer or any of its Affiliates. In that connection, the Disposition
Participants shall not be liable for any error of judgment made in good faith and shall not be
liable with respect to any action they take or omit to take in good faith in the performance of
their duties.





	 	 	Section 3.08 Loan Originator Put; Servicer Call.





          (a) Loan Originator Put. The Loan Originator shall promptly purchase, upon the written demand
of the Majority Noteholders, any Put/Call Loan; provided, however, that the Loan Originator may (if
it is at that time the Servicer), upon receipt of such demand, elect to repurchase such Put/Call
Loan pursuant to (b) below, in which case such repurchase shall be deemed a Servicer Call.




          (b) Servicer Call. The Servicer may repurchase any Put/Call Loan at any time. Such Servicer
Call shall be solely at the option of the Servicer. Prior to exercising a Servicer Call, the
Servicer shall deliver written notice to the Majority Noteholders and the Indenture Trustee which
notice shall identify each Loan to be purchased and the Repurchase Price therefor; provided,
however, that the Servicer may irrevocably waive its right to repurchase any Put/Call Loan as soon
as reasonably practicable following its receipt of notice of the occurrence of any event or events
giving rise to such Loan being a Put/Call Loan.




          (c) In connection with each Loan Originator Put, the Loan Originator shall deposit into the
Collection Account the Repurchase Price for the Loans to be repurchased. In connection with each
Servicer Call, the Servicer shall deposit into the Collection Account the Repurchase Price for the
Loans to be purchased. The aggregate Repurchase Price of all Loans transferred pursuant to Section




47









 







3.08(a) as of any date shall in no event exceed the Unfunded Transfer Obligation at the time
of the related Loan Originator Put.




     Section 3.09 Modification of Underwriting Guidelines.




     The Loan Originator shall give the Noteholders prompt written notification of any modification
or change to the Underwriting Guidelines. If the Initial Noteholder objects in writing to any
modification or change to the Underwriting Guidelines within fifteen (15) days after receipt of
such notice, no Loans may be conveyed to the Issuer pursuant to this Agreement unless such Loans
have been originated pursuant to the Underwriting Guidelines without giving effect to such
modification or change. Notwithstanding anything contained in this Agreement to the contrary, any
Loan conveyed to the Issuer pursuant to this Agreement that was originated pursuant to a
modification or change to the Underwriting Guidelines that has been rejected by the Noteholders or
of which the Noteholders did not receive notice, shall be deemed an Unqualified Loan and shall be
repurchased or substituted for in accordance with Section 3.06.



ARTICLE IV




ADMINISTRATION AND SERVICING OF THE LOANS




     Section 4.01 Servicer’s Servicing Obligations.




     The Servicer, as independent contract servicer, shall service and administer the Loans in
accordance with the terms and provisions set forth in the Servicing Addendum, which Servicing
Addendum is incorporated herein by reference. The Servicer shall timely deliver any reports and
other information necessary for the Indenture Trustee to prepare reports the Indenture Trustee is
required to prepare under the Basic Documents on the basis of reports or other information to be
provided by the Servicer.



     Section 4.02 Financial Statements.



          (a) So long as the Notes remain outstanding, the Servicer shall furnish to the Noteholders:





          (i) annual consolidated audited financial statements of the Servicer and its Affiliates no
later than 105 days after the Servicer’s Fiscal Year;




          (ii) quarterly unaudited statements of the Servicer no later than 60 days after quarter-end,
accompanied by a certification to the effect that such statements were prepared in accordance with
generally accepted accounting principles consistently applied (with customary exceptions for
year-end adjustments), and as to the absence of any Default or Event of Default (or if a Default or
Event of Default exists, identifying it with reasonable specificity and stating the Servicer’s plan
for curing it);




          (iii) monthly unaudited statements of the Servicer no later than 45 days after month-end;



48









 






          (iv) on a timely basis, (i) quarterly and annual consolidating financial statements reflecting
material intercompany adjustments, (ii) all form 10-K, registration statements and other “corporate
finance” filings made with the SEC (other than 8-K filings), provided, however, that the Servicer
shall provide the Noteholders a copy of the H&R Block, Inc.’s annual SEC Form 10-K filing no later
than 105 days after year-end, and (iii) any other financial information that the Noteholders may
reasonably request; and




          (v) monthly portfolio performance data with respect to the mortgage loans the Servicer
services, including, without limitation, any outstanding delinquencies, prepayments in whole or in
part, and repurchases by the Servicer.



          (b) Any and all financial statements provided pursuant to this Section 4.02 shall be prepared
in accordance with GAAP, and, in the case of audited statements shall be accompanied by an
unqualified auditor’s report.




ARTICLE V




ESTABLISHMENT OF TRUST ACCOUNTS; TRANSFER OBLIGATION




     Section 5.01 Collection Account and Distribution Account.



          (a) (1) Establishment of Collection Account. The Servicer, for the benefit of the
Noteholders, shall cause to be established and maintained one or more Collection Accounts
(collectively, the “Collection Account”), which shall be separate Eligible Accounts entitled
“Option One Owner Trust 2002-3 Collection Account, Wells Fargo Bank, N.A., as Indenture Trustee,
for the benefit of the Option One Owner Trust 2002-3 Mortgage-Backed Notes.” The Collection Account
shall be maintained with a depository institution and shall satisfy the requirements set forth in
the definition of Eligible Account. Funds in the Collection Account shall be invested in
accordance with Section 5.03 hereof.





          (2) Establishment of Distribution Account. The Servicer, for the benefit of the Noteholders,
shall cause to be established and maintained, one or more Distribution Accounts (collectively, the
“Distribution Account”), which shall be separate Eligible Accounts, entitled “Option One Owner
Trust 2002-3 Distribution Account, Wells Fargo Bank, N.A., as Indenture Trustee, for the benefit of
the Option One Owner Trust 2002-3 Mortgage-Backed Notes.” The Distribution Account shall be
maintained with a depository institution and shall satisfy the requirements set forth in the
definition of Eligible Account. Funds in the Distribution Account shall be invested in accordance
with Section 5.03 hereof. The Servicer may, at its option, maintain one account to serve as both
the Distribution Account and the Collection Account, in which case, the account shall be entitled
“Option One Owner Trust 2002-3 Collection/Distribution Account, Wells Fargo Bank, N.A., as
Indenture Trustee, for the benefit of the Option One Owner Trust 2002-3 Mortgage-Backed Notes.” If
the Servicer makes such an election, all references herein or in any other Basic Document to either
the Collection Account or the Distribution Account shall mean the Collection/Distribution Account
described in the preceding sentence.



49









 






          (3) The Servicer will inform the Indenture Trustee of the location of any accounts held in the
Indenture Trustee’s name, including any location to which an account is transferred.



          (b) Deposits to Collection Account. The Servicer shall deposit or cause to be deposited
(without duplication) to the Collection Account:





     (i) all payments on or in respect of each Loan collected on or after the
related Transfer Cut-off Date (net, in each case, of any Servicing Compensation
retained therefrom) within two (2) Business Days after receipt thereof;




     (ii) all Net Liquidation Proceeds within two (2) Business Days after receipt
thereof;




     (iii) all Mortgage Insurance Proceeds within two (2) Business Days after
receipt thereof;




     (iv) all Released Mortgaged Property Proceeds within two (2) Business Days
after receipt thereof;




     (v) any amounts payable in connection with the repurchase of any Loan and the
amount of any Substitution Adjustment pursuant to Sections 2.05 and 3.06 hereof
concurrently with payment thereof;




     (vi) any Repurchase Price payable in connection with a Servicer Call pursuant
to Section 3.08 hereof concurrently with payment thereof;




     (vii) the deposit of the Termination Price under Section 10.02 hereof
concurrently with payment thereof;




     (viii) from the Servicer’s own funds, any Make-Whole Premiums; and




     (ix) any Repurchase Price payable in connection with a Loan Originator Put
remitted by the Loan Originator pursuant to Section 3.08 hereof.




     Except as otherwise expressly provided in Section 5.01(c)(4)(i), the Servicer agrees that it
will cause the Loan Originator, Borrower or other appropriate Person paying such amounts, as the
case may be, to remit directly to the Servicer for deposit into the Collection Account all amounts
referenced in clauses (i) through (ix). To the extent the Servicer receives any such amounts, it
will deposit them into the Collection Account on the same Business Day as receipt thereof.



     (c) Withdrawals From Collection Account; Deposits to Distribution Account.




     (1) Withdrawals From Collection Account — Reimbursement Items. The Paying Agent shall
periodically but in any event on each Determination Date, make the following withdrawals from the
Collection Account prior to any other withdrawals, in no particular order of priority:



50









 






          (i) to withdraw any amount not required to be deposited in the Collection Account or deposited
therein in error, including Servicing Compensation;




          (ii) to withdraw the Servicing Advance Reimbursement Amount except to the extent that an
Overcollateralization Shortfall would result from such withdrawal; and




          (iii) to clear and terminate the Collection Account in connection with the termination of this
Agreement.




	 	(2)	 	Deposits to Distribution Account — Payment Dates.






(A) On the Business Day prior to each Payment Date, the Paying Agent shall deposit
into the Distribution Account such amounts as are required from the Transfer
Obligation Account pursuant to Sections 5.05(e), 5.05(f), 5.05(g) and 5.05(h).




(B) After making all withdrawals specified in Section 5.01(c)(1) above, on each
Remittance Date, the Paying Agent (based on information provided by the Servicer for
such Payment Date), shall withdraw the Monthly Remittance Amount (or, with respect
to an additional Payment Date pursuant to Section 5.01(c)(4)(ii), all amounts on
deposit in the Collection Account on such date up to the amount necessary to make
the payments due on the related Payment Date in accordance with Section 5.01(c)(3))
from the Collection Account not later than 5:00 P.M., New York City time and deposit
such amount into the Distribution Account.




(C) [reserved];




(D) The Servicer shall deposit or cause to be deposited in the Distribution Account
any cash Disposition Proceeds pursuant to Section 3.07. To the extent the Servicer
receives such amounts, it will deposit them into the Distribution Account on the
same Business Day as receipt thereof.




     (3) Withdrawals From Distribution Account — Payment Dates. On each Payment Date, to the
extent funds are available in the Distribution Account, the Paying Agent (based on the information
provided by the Servicer contained in the Servicer’s Remittance Report for such Payment Date) shall
make withdrawals therefrom for application in the following order of priority:




          (i) to distribute on such Payment Date the following amounts in the following order: (a) to
the Indenture Trustee, an amount equal to the Indenture Trustee Fee and all unpaid Indenture
Trustee Fees from prior Payment Dates and all amounts owing to the Indenture Trustee pursuant to
Section 6.07 of the Indenture and not paid by the Servicer or the Depositor up to an amount not to
exceed $25,000 per annum, (b) to the Custodian, an amount equal to the Custodian Fee and all unpaid
Custodian Fees from prior Payment Dates, (c) to the Servicer, (x) an amount equal to the Servicing
Compensation and all unpaid Servicing Compensation from prior Payment Dates (to the extent not
retained from collections or remitted to the Servicer pursuant to Section 5.01(c)) and (y) all
Nonrecoverable Servicing Advances not previously reimbursed except to the extent that an
Overcollateralization Shortfall would result from such payment, and (d) to the



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Servicer, in trust for the Owner Trustee, an amount equal to the Owner Trustee Fee and all
unpaid Owner Trustee Fees from prior Payment Dates;




          (ii) [reserved]




          (iii) to the holders of the Notes pro rata, the sum of the Interest Payment Amount for such
Payment Date and the Interest Carry-Forward Amount for the preceding Payment Date;




          (iv) to the holders of the Notes pro rata, the Overcollateralization Shortfall for such
Payment Date; provided, however, that if an Event of Default under the Indenture or Default shall
have occurred, the holders of the Notes shall receive, in respect of principal, all remaining
amounts on deposit in the Distribution Account;




          (v) to the Purchaser, any Make-Whole Premium for such Payment Date, to the extent payable,
together with any Make-Whole Premiums unpaid from any prior Payment Dates;




          (vi) to the appropriate Person, amounts in respect of Issuer/Depositor Indemnities (as defined
in the Trust Agreement) and Due Diligence Fees until such amounts are paid in full;




          (vii) to the Transfer Obligation Account, all remaining amounts until the balance therein
equals the Transfer Obligation Target Amount;




          (viii) to the Indenture Trustee all amounts owing to the Indenture Trustee pursuant to Section
6.07 of the Indenture and not paid by the Servicer or Depositor or pursuant to clause (i) above;
and




          (ix) to the holders of the Trust Certificates, subject to Section 5.2(b) of the Trust
Agreement, all amounts remaining therein; provided, however, if the Owner Trustee has notified the
Paying Agent that any amounts are due and owing to it and remain unpaid, then first to the Owner
Trustee, such amounts.




     (4) (i) If the Loan Originator or the Servicer, as applicable, repurchases, purchases or
substitutes a Loan pursuant to Section 2.05, 3.06, 3.08(a), 3.08(b) or 3.08(c), then the
Noteholders and the Issuer shall deem such date to be an additional Payment Date and the Issuer
shall provide written notice to the Indenture Trustee and the Paying Agent of such additional
Payment Date at least one (1) Business Day prior to such Payment Date. On such additional Payment
Date, the Loan Originator or the Servicer, in satisfaction of its obligations under Section 2.05,
3.06, 3.08(a) 3.08(b) or 3.08(c) and in satisfaction of the obligations of the Issuer and the
Paying Agent to distribute such amounts to the Noteholders pursuant to Section 5.01(c), shall remit
to the Noteholders, on behalf of the Issuer and the Paying Agent, an amount equal to the Repurchase
Prices and any Substitution Adjustments (as applicable) to be paid by the Loan Originator or the
Servicer by 12:00 p.m. New York City time, as applicable, under such Section, on such Payment
Date, and the Note Principal Balance will be reduced accordingly. Such amounts shall be deemed
deposited into the Collection Account and the Distribution Account, as applicable, and such amounts
will be deemed distributed pursuant to the terms of Section 5.01(c). Upon notice of an additional
Payment Date to the Paying Agent and



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the Indenture Trustee as provided above, the Paying Agent shall provide the Loan Originator or
the Servicer (as applicable) information necessary so that remittances to the Noteholders pursuant
to this clause (4)(i) may be made by the Loan Originator or the Servicer, as applicable, in
compliance with Section 5.02(a) hereof.




          (ii) To the extent that there is deposited in the Collection Account or the Distribution
Account any amounts referenced in Section 5.01(b)(vii) and 5.01(c)(2)(D), the Majority Noteholders
and the Issuer may agree, upon reasonable written notice to the Paying Agent and the Indenture
Trustee, to additional Payment Dates. The Issuer and the Majority Noteholders shall give the
Paying Agent and the Indenture Trustee at least one (1) Business Day’s written notice prior to such
additional Payment Date and such notice shall specify each amount in Section 5.01(c) to be
withdrawn from the Collection Account and Distribution Account on such day.




          (iii) To the extent that there is deposited in the Distribution Account any amounts referenced
in Section 5.05(f), an additional Payment Date shall be deemed to have been established on such
date (or if that fact is not recognized by 4:30 PM, then on the next following Business Day). On
such additional Payment Date, the Paying Agent shall pay the sum of the Overcollateralization
Shortfall to the Noteholders in respect of principal on the Notes.




     Notwithstanding that the Notes have been paid in full, the Indenture Trustee, the Paying Agent
and the Servicer shall continue to maintain the Distribution Account hereunder until this Agreement
has been terminated.



     Section 5.02 Payments to Securityholders.



          (a) All distributions made on the Notes on each Payment Date or pursuant to Section 5.04(b) of
the Indenture will be made on a pro rata basis among the Noteholders of record of the Notes on the
next preceding Record Date based on the Percentage Interest represented by their respective Notes,
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 (as
defined in the Indenture) of at least 20% and shall have so notified the Paying Agent and the
Indenture Trustee five (5) Business Days prior to the related Record Date, and otherwise by check
mailed to the address of such Noteholder appearing in the Note Register on the related Record Date.
The final distribution on each Note will be made in like manner, but only upon presentment and
surrender of such Note at the location specified in the notice to Noteholders of such final
distribution.




          (b) All distributions made on the Trust Certificates on each Payment Date or pursuant to
Section 5.04(b) of the Indenture will be made in accordance with the Percentage Interest among the
holders of the Trust Certificates of record on the next preceding Record Date based on their
Percentage Interests (as defined in the Trust Agreement) on the date of distribution, 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 each such
holder, if such holder shall own of record a Trust Certificate in an original denomination
aggregating at least 25% of the Percentage Interests and shall have so notified the Paying Agent
and the Indenture Trustee five (5) Business Days prior to the related Record Date, and otherwise by
check mailed to the address of such




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Certificateholder appearing in the Certificate Register. The final distribution on each Trust
Certificate will be made in like manner, but only upon presentment and surrender of such Trust
Certificate at the location specified in the notice to holders of the Trust Certificates of such
final distribution. Any amount distributed to the holders of the Trust Certificates on any Payment
Date shall not be subject to any claim or interest of the Noteholders. In the event that at any
time there shall be more than one Certificateholder, the Indenture Trustee shall be entitled to
reasonable additional compensation from the Servicer for any increase in its obligations hereunder.




     Section 5.03 Trust Accounts; Trust Account Property.



          (a) Control of Trust Accounts. Each of the Trust Accounts established hereunder has been
pledged by the Issuer to the Indenture Trustee under the Indenture and shall be subject to the Lien
of the Indenture. Amounts distributed from each Trust Account in accordance with the terms of this
Agreement shall be released for the benefit of the Securityholders from the Trust Estate upon such
distribution thereunder or hereunder. The Indenture Trustee shall possess all right, title and
interest in and to all funds on deposit from time to time in the Trust Accounts and in all proceeds
thereof (including all income thereon) and all such funds, investments, proceeds and income shall
be part of the Trust Account Property and the Trust Estate. If, at any time, any Trust Account
ceases to be an Eligible Account, the Indenture Trustee shall, within ten (10) Business Days (or
such longer period, not to exceed thirty (30) calendar days, with the prior written consent of the
Majority Noteholders) (i) establish a new Trust Account as an Eligible Account, (ii) terminate the
ineligible Trust Account, and (iii) transfer any cash and investments from such ineligible Trust
Account to such new Trust Account.




               With respect to the Trust Accounts, the Issuer and the Indenture Trustee agree, that each such
Trust Account shall be subject to the “control” (in accordance with Section 9-104 of the Uniform
Commercial Code) of the Indenture Trustee for the benefit of the Noteholders, and, except as may be
consented to in writing by the Majority Noteholders, or provided in the related Blocked Account
Agreement, the Indenture Trustee shall have sole signature and withdrawal authority with respect
thereto.



               The Servicer (unless it is also the Paying Agent) shall not be entitled to make any
withdrawals or payments from the Trust Accounts.



          (b) (1) Investment of Funds. Funds held in the Collection Account, the Distribution Account
and the Transfer Obligation Account may be invested and reinvested (to the extent practicable and
consistent with any requirements of the Code) in Permitted Investments, as directed by the Servicer
prior to the occurrence of an Event of Default and by the Majority Noteholders thereafter, in
writing or facsimile transmission confirmed in writing by the Servicer or Majority Noteholders, as
applicable. In the event the Indenture Trustee has not received such written direction, such funds
shall be invested in any Permitted Investment described in clause (a) of the definition of
Permitted Investments. In any case, funds in the Collection Account, the Distribution Account and
the Transfer Obligation Account must be available for withdrawal without penalty, and any Permitted
Investments must mature or otherwise be available for withdrawal, one (1) Business Day prior to the
next Payment Date and shall not be sold or disposed of prior to its maturity subject to Subsection
(b)(2) of this Section. All Permitted Investments in which funds in the Collection Account, the
Distribution Account or the Transfer Obligation Account are invested must be held by or registered




54









 







in the name of “Wells Fargo Bank, N.A., as Indenture Trustee, in trust for the Option One
Owner Trust 2002-3 Mortgage-Backed Notes.”




               (2) Insufficiency and Losses in Trust Accounts. If any amounts are needed for disbursement
from the Collection Account, the Distribution Account or the Transfer Obligation Account held by or
on behalf of the Indenture Trustee and sufficient uninvested funds are not available to make such
disbursement, the Indenture Trustee shall cause to be sold or otherwise converted to cash a
sufficient amount of the investments in the Collection Account, the Distribution Account or the
Transfer Obligation Account, as the case may be. The Indenture Trustee shall not be liable for any
investment loss or other charge resulting therefrom, unless such loss or charge is caused by the
failure of the Indenture Trustee to perform in accordance with written directions provided pursuant
to this Section 5.03.



                    If any losses are realized in connection with any investment in the Collection Account, the
Distribution Account or the Transfer Obligation Account pursuant to this Agreement during a period
in which the Servicer has the right to direct investments pursuant to Section 5.03(b), then the
Servicer shall deposit the amount of such losses (to the extent not offset by income from other
investments in the Collection Account, the Distribution Account or the Transfer Obligation Account,
as the case may be) into the Collection Account, the Distribution Account or the Transfer
Obligation Account, as the case may be, immediately upon the realization of such loss. All
interest and any other investment earnings on amounts held in the Collection Account, the
Distribution Account and the Transfer Obligation Account shall be taxed to the Issuer and for
federal and state income tax purposes the Issuer shall be deemed to be the owner of the Collection
Account, the Distribution Account and/or the Transfer Obligation Account, as the case may be.



          (c) Subject to Section 6.01 of the Indenture, the Indenture Trustee shall not in any way be
held liable by reason of any insufficiency in any Trust Account held by the Indenture Trustee
resulting from any investment loss on any Permitted Investment included therein.




          (d) With respect to the Trust Account Property, the Indenture Trustee acknowledges and agrees
that:





(1) any Trust Account Property that is held in deposit accounts or securities
accounts shall be held solely in the Eligible Accounts, subject to the last sentence
of the first paragraph of Subsection (a) of this Section 5.03; and each such
Eligible Account shall be subject to the “control” (in accordance with Section 9-104
of the UCC) of the Indenture Trustee; and, without limitation on the foregoing, the
Indenture Trustee shall have sole signature authority with respect thereto;




(2) any Trust Account Property that constitutes Physical Property shall be delivered
to the Indenture Trustee in accordance with paragraphs (a) and (b) of the definition
of “Delivery” in Section 1.01 hereof and shall be held, pending maturity or
disposition, solely by the Indenture Trustee or a securities intermediary (as such
term is defined in Section 8-102(a)(14) of the UCC) acting solely for the Indenture
Trustee;



55









 






(3) any Trust Account Property that is a book-entry security held through the
Federal Reserve System pursuant to federal book-entry regulations shall be delivered
in accordance with paragraph (c) of the definition of “Delivery” in Section 1.01
hereof and shall be maintained by the Indenture Trustee, pending maturity or
disposition, through continued book-entry registration of such Trust Account
Property as described in such paragraph; and




(4) any Trust Account Property that is an “uncertificated security” under Article 8
of the UCC and that is not governed by clause (3) above shall be delivered to the
Indenture Trustee in accordance with paragraph (d) of the definition of “Delivery”
in Section 1.01 hereof and shall be maintained by the Indenture Trustee, pending
maturity or disposition, through continued registration of the Indenture Trustee’s
(or its nominee’s) ownership of such security.



     Section 5.04 Advance Account.



          (a) The Servicer shall cause to be established and maintained in its name, an Advance Account
(the “Advance Account”), with respect to which a Blocked Account Agreement acceptable to the
Purchaser shall be duly executed. The Advance Account shall be a separate Eligible Account. The
Advance Account shall be maintained with a financial institution acceptable to the Purchaser and
shall be maintained for and on behalf of the Purchaser, entitled “Option One Mortgage Corporation
on behalf of UBS Real Estate Securities Inc., for the benefit of the Issuer, Re: Custodial
Agreement dated as of July 2, 2002.” Amounts in the Advance Account may not be invested.




          (b) Deposits and Withdrawals. Amounts in respect of the transfer of Additional Note Principal
Balances and Loans shall be deposited into and withdrawn from the Advance Account as provided in
Sections 2.01(c) and 2.06 hereof and Section 3.01 of the Note Purchase Agreement. Any amounts on
deposit in the Advance Account but not applied on any Transfer Date shall remain in the Advance
Account and may be applied to any subsequent transfer of Additional Note Principal Balances and
Loans, subject to the conditions set forth in Sections 2.01(c) and 2.06 hereof and Section 3.01 of
the Note Purchase Agreement.




     Section 5.05 Transfer Obligation Account.



          (a) The Servicer, for the benefit of the Noteholders, shall cause to be established and
maintained in the name of the Indenture Trustee a Transfer Obligation Account (the “Transfer
Obligation Account”), which shall be a separate Eligible Account and may be interest-bearing,
entitled “Option One Owner Trust 2002-3 Transfer Obligation Account, Wells Fargo Bank, N.A., as
Indenture Trustee, in trust for the Option One Owner Trust 2002-3 Mortgage-Backed Notes.” The
Indenture Trustee shall have no monitoring or calculation obligation with respect to withdrawals
from the Transfer Obligation Account. Amounts in the Transfer Obligation Account shall be invested
in accordance with Section 5.03 hereof.




          (b) In accordance with Section 5.06 hereof, the Loan Originator shall deposit into the
Transfer Obligation Account any amounts as may be required thereby.




          (c) On each Payment Date, the Paying Agent will deposit in the Transfer Obligation Account any
amounts required to be deposited therein pursuant to Section 5.01(c)(3)(vii) hereof.




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          (d) On the date of each Disposition, the Paying Agent shall withdraw from the Transfer
Obligation Account such amount on deposit therein in respect of the payment of Transfer Obligations
as may be requested by the Disposition Agent in writing to effect such Disposition.




          (e) On each Payment Date, the Paying Agent shall withdraw from the Transfer Obligation Account
and deposit into the Distribution Account on such Payment Date the lesser of (x) the amount then on
deposit in the Transfer Obligation Account and (y) the Interest Carry-Forward Amount as of such
date, after taking all other funds into account.




          (f) If with respect to any Business Day there exists an Overcollateralization Shortfall which
has not been remitted directly to the Noteholders pursuant to Section 5.06 hereof, the Paying
Agent, upon the written direction of the Majority Noteholders, shall withdraw from the Transfer
Obligation Account and deposit into the Distribution Account on such Business Day the lesser of (x)
the amount then on deposit in the Transfer Obligation Account and (y) the amount of such
Overcollateralization Shortfall as of such date.




          (g) [reserved]




          (h) In the event of the occurrence of an Event of Default under the Indenture, the Paying
Agent shall withdraw all remaining funds from the Transfer Obligation Account and apply such funds
in satisfaction of the Notes as provided in Section 5.04(b) of the Indenture.




          (i) The Paying Agent shall return to the Loan Originator all amounts on deposit in the
Transfer Obligation Account (after making all other withdrawals pursuant to this Section 5.05)
whenever funds remain on deposit, until the Majority Noteholders provide written notice to the
Indenture Trustee (with a copy to the Loan Originator and the Servicer) of the occurrence of a
default or event of default (however defined) under any Basic Document with respect to the Issuer,
the Depositor, the Loan Originator or any of their Affiliates and (ii) upon the date of the
termination of this Agreement pursuant to Article X, the Paying Agent shall withdraw any remaining
amounts from the Transfer Obligation Account and remit all such amounts to the Loan Originator.




     Section 5.06 Transfer Obligation.



          (a) In consideration of the transactions contemplated by the Basic Documents, the Loan
Originator agrees and covenants with the Depositor that:





     (i) In connection with each Disposition it shall fund, or cause to be funded,
reserve funds, pay credit enhancer fees, pay, or cause to be paid, underwriting
fees, fund any negative difference between the cash Disposition Proceeds and the
aggregate Note Principal Balance at the time of such Disposition, and make, or cause
to be made, such other payments as may be, in the reasonable opinion of the
Disposition Agent, commercially reasonably necessary to effect Dispositions, in each
case to the extent that Disposition Proceeds are insufficient to pay such amounts;




     (ii) [reserved]



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     (iii) If any Interest Carry-Forward Amount is projected to occur, it shall
deposit into the Transfer Obligation Account any such Interest Carry-Forward Amount
on or before the Business Day preceding such related Payment Date;




     (iv) If on any Business Day there exists an Overcollateralization Shortfall, it
shall on such Business Day either (A) remit such Overcollateralization Shortfall
Amount to the Paying Agent for immediate payment to the Noteholders (in which case
such day shall be deemed an additional Payment Date) or (B) if so directed by the
Majority Noteholders, deposit into the Transfer Obligation Account the full amount
of the Overcollateralization Shortfall as of such date, provided, that in the event
that notice of such Overcollateralization Shortfall is provided to the Loan
Originator after 3:00 p.m. New York City time, the Loan Originator shall make such
remittance or deposit on the following Business Day;




     (v) If on any applicable Payment Date, the amount available to pay the
Make-Whole Premium is insufficient, the Loan Originator, from its own funds, shall
deposit the amount of such shortfall on the Business Day prior to such Payment Date;




     (vi) If the amount available to pay an Indemnified Party against any Losses (as
such terms are defined in the Note Purchase Agreement) is insufficient, the Loan
Originator shall promptly deposit the amount of such shortfall; and




     (vii) Notwithstanding anything to the contrary herein, in the event of the
occurrence of an Event of Default under the Indenture, the Loan Originator shall
promptly deposit into the Transfer Obligation Account the entire amount of the
Unfunded Transfer Obligation;


provided, that notwithstanding anything to the contrary contained herein, the Loan Originator’s
cumulative payments under or in respect of the Transfer Obligations (after subtracting therefrom
any amounts returned to the Loan Originator pursuant to Section 5.05(i)(i)) together with the Loan
Originator’s payments in respect of any Loan Originator Puts shall not in the aggregate exceed the
Unfunded Transfer Obligation.




          (b) The Loan Originator agrees that the Noteholders, as ultimate assignee of the rights of the
Depositor under this Agreement and the other Basic Documents, may enforce the rights of the
Depositor directly against the Loan Originator.




          (c) With respect to the obligations of the Loan Originator pursuant to this Section 5.06,
Option One shall be obligated to make payments hereunder only if Option One Capital does not make
such payments prior to the time any such payment is required to be made. If Option One Capital
does not make any such payment prior to the time such payment is required to be made, Option One
shall be required to make such payment not later than the time such
payment is required to be made. ]




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ARTICLE VI




STATEMENTS AND REPORTS; SPECIFICATION OF TAX MATTERS




     Section 6.01 Statements.



          (a) No later than 12:00 noon (New York City time) on each Remittance Date, the Servicer shall
deliver to the Indenture Trustee and the Initial Noteholder by electronic transmission, the receipt
and legibility of which shall be confirmed by telephone, and with hard copy thereof to be delivered
no later than one (1) Business Day after such Remittance Date, the Servicer’s Remittance Report,
setting forth the date of such Report (day, month and year), the name of the Issuer (i.e., “Option
One Owner Trust 2002-3”), and the date of this Agreement, all in substantially the form set out in
Exhibit B hereto. Furthermore, on each Remittance Date, the Servicer shall deliver to the
Indenture Trustee and the Noteholder a data file providing, with respect to each Loan in the Loan
Pool as of the last day of the related Remittance Period (i) if such Loan is an ARM, the current
Loan Interest Rate; (ii) the Principal Balance with respect to such Loan; (iii) the date of the
last Monthly Payment paid in full; and (iv) such other information as may be reasonably requested
by the Initial Noteholder and the Indenture Trustee. In addition, no later than 12:00 noon (New
York City time) on the fifteenth (15th) day of each calendar month (or if such day is not a
Business Day, the preceding Business Day), the Custodian shall prepare and provide to the Servicer
and the Indenture Trustee by facsimile, the Custodian Fee Notice for the Payment Date falling in
such calendar month.




          (b) No later than 12:00 noon (New York City time) on each Remittance Date, the Servicer shall
prepare (or cause to be prepared) and provide to the Indenture Trustee electronically, receipt
confirmed by telephone, and each Noteholder, a statement (the “Payment Statement”), stating each
date and amount of a purchase of Additional Note Principal Balance (day, month and year), the name
of the Issuer (i.e., “Option One Owner Trust 2002-3”), the date of this Agreement, restating all of
the information set forth in the Loan Schedule for all Loans as of such Remittance Date and the
following information:





          (1) the aggregate amount of collections in respect of principal of the Loans received by the
Servicer during the preceding Remittance Period;




          (2) the aggregate amount of collections in respect of interest on the Loans received by the
Servicer during the preceding Remittance Period;




          (3) all Mortgage Insurance Proceeds received by the Servicer during the preceding Remittance
Period and not required to be applied to restoration or repair of the related Mortgaged Property or
returned to the Borrower under applicable law or pursuant to the terms of the applicable Mortgage
Insurance Policy;




          (4) all Net Liquidation Proceeds deposited by the Servicer into the Collection Account during
the preceding Remittance Period;




          (5) all Released Mortgaged Property Proceeds deposited by the Servicer into the Collection
Account during the preceding Remittance Period;



59









 






          (6) the aggregate amount of all Servicing Advances made by the Servicer during the preceding
Remittance Period;




          (7) the aggregate of all amounts deposited into the Distribution Account in respect of the
repurchase of Unqualified Loans and the repurchase of Loans pursuant to Section 3.06 hereof during
the preceding Remittance Period;




          (8) the aggregate Principal Balance of all Loans for which a Servicer Call was exercised
during the preceding Remittance Period;




          (9) the aggregate Principal Balance of all Loans for which a Loan Originator Put was exercised
during the preceding Remittance Period;




          (10) [reserved]




          (11) the aggregate amount of all withdrawals from the Distribution Account pursuant to Section
5.01(c)(1)(i) hereof during the preceding Remittance Period;




          (12) the aggregate amount of cash Disposition Proceeds received during the preceding
Remittance Period;




          (13) withdrawals from the Collection Account in respect of the Servicing Advance Reimbursement
Amount with respect to the related Payment Date;




          (14) [reserved];




          (15) the number and aggregate Principal Balance of all Loans that are (i) 30-59 days
Delinquent, (ii) 60- 89 days Delinquent, (iii) 90 or more days Delinquent as of the end of the
related Remittance Period;




          (16) the aggregate amount of Liquidated Loan Losses incurred (i) during the preceding
Remittance Period, and (ii) during the preceding three Remittance Periods;




          (17) the aggregate of the Principal Balances of all Loans in the Loan Pool as of the end of
the related Remittance Period;




          (18) the aggregate amount of all deposits into the Distribution Account from the Transfer
Obligation Account pursuant to Sections 5.05(e), 5.05(f), 5.05(g), and 5.05(h) on the related
Payment Date;




          (19) the aggregate amount of distributions in respect of Servicing Compensation to the
Servicer, and unpaid Servicing Compensation from prior Payment Dates for the related Payment Date;




          (20) the aggregate amount of distributions in respect of Indenture Trustee Fees and unpaid
Indenture Trustee Fees from prior Payment Dates for the related Payment Date;



60









 






          (21) the aggregate amount of distributions in respect of the Custodian Fee and unpaid
Custodian Fees from prior Payment Dates for the related Payment Date;




          (22) the aggregate amount of distributions in respect of the Owner Trustee Fees and unpaid
Owner Trustee Fees from prior Payment Dates and for the related Payment Date;




          (23) the Unfunded Transfer Obligation and Overcollateralization Shortfall on such Payment Date
for the related Payment Date;




          (24) the aggregate amount of distributions to the Transfer Obligation Account for the related
Payment Date;




          (25) the aggregate amount of distributions in respect of Trust/Depositor Indemnities for the
related Payment Date;




          (26) the aggregate amount of distributions to the holders of the Trust Certificates for the
related Payment Date;




          (27) the Note Principal Balance of the Notes as of the last day of the related Remittance
Period (without taking into account any Additional Note Principal Balance between the last day of
such Remittance Period and the related Payment Date) before and after giving effect to
distributions made to the holders of the Notes for such Payment Date;




          (28) the Pool Principal Balance as of the end of the preceding Remittance Period; and




          (29) the Unfunded Transfer Obligation Percentage as of the related Payment Date.


Such Payment Statement shall also be provided on the Remittance Date to the Noteholders and
Indenture Trustee in the form of a data file in a form mutually agreed to by and between the
Noteholders, the Indenture Trustee and the Servicer. The Indenture Trustee shall have no duty to
monitor any events resulting in withdrawals from the Transfer Obligation Account.




     Section 6.02 Specification of Certain Tax Matters.




     The Paying Agent shall comply with all requirements of the Code and applicable state and local
law with respect to the withholding from any distributions made to any Securityholder of any
applicable withholding taxes imposed thereon and with respect to any applicable reporting
requirements in connection therewith, giving due effect to any applicable exemptions from such
withholding and effective certifications or forms provided by the recipient. Any amounts withheld
pursuant to this Section 6.02 shall be deemed to have been distributed to the Securityholders, as
the case may be, for all purposes of this Agreement. The Indenture Trustee shall have no
responsibility for preparing or filing any tax returns.



61









 





     Section 6.03 Valuation of Loans, Retained Securities Value; Market Value Agent.




          (a) The Issuer hereby irrevocably appoints the Market Value Agent to determine the Market
Value of each Loan and the Retained Securities Value of all Retained Securities, in accordance with
subsections (b) and (c) below.




          (b) The Market Value Agent shall determine the Market Value of each Loan in its sole judgment.
In determining the Market Value of each Loan, the Market Value Agent may consider any information
that it may deem relevant and shall base such determination primarily on the lesser of its estimate
of the projected proceeds from such Loan’s inclusion in (i) a Securitization (inclusive of the
projected Retained Securities Value of any Retained Securities to be issued in connection with such
Securitization) and (ii) a Whole Loan Sale, in each case net of such Loan’s ratable share of all
costs and fees associated with such Disposition, including, without limitation, any costs of
issuance, sale, underwriting and funding reserve accounts. The Market Value Agent’s determination,
in its sole judgment, of Market Value shall be conclusive and binding upon the parties hereto,
absent manifest error (including, without limitation, any error contemplated in Section 2.08).




          (c) On each Business Day, the Market Value Agent shall determine in its sole judgment the
Retained Securities Value of the Retained Securities, if any, expected to be issued pursuant to
such Securitization as of the closing date of such Securitization. In making such determination the
Market Value Agent may rely exclusively on quotations provided by leading dealers in instruments
similar to such Retained Securities, which leading dealers may include the Market Value Agent and
its Affiliates and such other sources of information as the Market Value Agent may deem
appropriate.



ARTICLE VII




FINANCIAL COVENANTS




     Section 7.01 [reserved]



     Section 7.02 Financial Covenants.



          (a) Each of Option One and the Servicer shall maintain a minimum Tangible Net Worth of $425
million as of any day.




          (b) Each of Option One and the Servicer shall maintain a ratio of 1.0 or greater at any time
pursuant to the Capital Adequacy Test, attached as Exhibit G hereto.




          (c) Neither Option One nor the Servicer may exceed a maximum non-warehouse leverage ratio (the
ratio of (i) the sum of (A) all funded debt (excluding debt from H&R Block, Inc. or any of its
Affiliates and all non-recourse debt) less (B) 91% of its mortgage loan inventory held for sale
less (C) 90% of servicing advance receivables (determined and valued in accordance with GAAP) to
(ii) Tangible Net Worth) of 0.50x at any time. Any direct or indirect debt provided by H&R Block,
Inc. will be subject to a subordination agreement; or, if H&R Block, Inc. does not enter into a
subordination agreement, the maximum permitted non-warehouse leverage ratio including debt from

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H&R Block, Inc. will be 1.0x at any time, provided, that no more than 0.5x of such
non-warehouse leverage ratio can be funded by entities not affiliated with Option One or H&R Block,
Inc.




          (d) Each of Option One and the Servicer shall maintain a minimum liquidity facility (defined
as a committed, unsecured, non-amortizing liquidity facility from H&R Block, Inc. not to mature
(scheduled or accelerated) prior to the Maturity Date) in an amount no less than $150 million or
cash of $20 million. Such facility from H&R Block, Inc. cannot contain covenants or termination
events more restrictive than the covenants or termination events contained in the Basic Documents.




          (e) Each of Option One and the Servicer shall maintain a minimum “Net Income” (defined and
determined in accordance with GAAP) of at least $1 based on the total of the current quarter
combined with the previous three quarters, commencing with the quarter ending April 30, 2007.




          (f) Each of Option One and the Servicer, on a quarterly basis, shall provide the Initial
Noteholder with an Officer’s Certificate stating that Option One or the Servicer, as the case may
be, is in compliance with the financial covenants set forth in this Section 7.02 and the details of
such compliance.




          (g) Each of Option One and the Servicer shall possess sufficient net capital and liquid assets
(or ability to access the same) to satisfy its debts and other obligations as they become due in
the normal course of business.




ARTICLE VIII




THE SERVICER




     Section 8.01 Indemnification; Third Party Claims.



          (a) The Servicer shall indemnify the Loan Originator, the Owner Trustee, the Trust, the
Depositor, the Indenture Trustee and the Noteholders, their respective officers, directors,
employees, agents and “control persons,” as such term is used under the Act and under the
Securities Exchange Act of 1934 as amended (each a “Servicer Indemnified Party”) and hold harmless
each of them against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable
legal fees and related costs, judgments, and other costs and expenses resulting from any claim,
demand, defense or assertion based on or grounded upon, or resulting from, a breach of any of the
Servicer’s representations and warranties and covenants contained in this Agreement or in any way
relating to the failure of the Servicer to perform its duties and service the Loans in compliance
with the terms of this Agreement except to the extent such loss arises out of such Servicer
Indemnified Party’s gross negligence or willful misconduct; provided, however, that if the Servicer
is not liable pursuant to the provisions of Section 8.01(b) hereof for its failure to perform its
duties and service the Loans in compliance with the terms of this Agreement, then the provisions of
this Section 8.01 shall have no force and effect with respect to such failure. The provisions of
this indemnity shall run directly to and be enforceable by a Servicer Indemnified Party subject to
the limitations hereof.




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          (b) None of the Loan Originator, the Depositor or the Servicer or any of their respective
Affiliates, directors, officers, employees or agents shall be under any liability to the Owner
Trustee, the Issuer, the Indenture Trustee or the Securityholders for any action taken, or for
refraining from the taking of any action, in good faith pursuant to this Agreement, or for errors
in judgment; provided, however, that this provision shall not protect the Loan Originator, the
Depositor, the Servicer or any of their respective Affiliates, directors, officers, employees,
agents against the remedies provided herein for the breach of any warranties, representations or
covenants made herein, or against any expense or liability specifically required to be borne by
such party without right of reimbursement pursuant to the terms hereof, or against any expense or
liability which would otherwise be imposed by reason of misfeasance, bad faith or negligence in the
performance of the respective duties of the Servicer, the Depositor or the Loan Originator, as the
case may be. The Loan Originator, the Depositor, the Servicer and any of their respective
Affiliates, directors, officers, employees, agents may rely in good faith on any document of any
kind which, prima facie, is properly executed and submitted by any Person respecting any matters
arising hereunder.




          (c) The Loan Originator agrees to indemnify and hold harmless the Depositor and the
Noteholders, as the ultimate assignees from the Depositor (each an “Originator Indemnified Party,”
together with the Servicer Indemnified Parties, the “Indemnified Parties”), from and against any
loss, liability, expense, damage, claim or injury arising out of or based on (i) any breach of any
representation, warranty or covenant of the Loan Originator, the Servicer or their Affiliates, in
any Basic Document, including, without limitation, the origination or prior servicing of the Loans
by reason of any acts, omissions, or alleged acts or omissions arising out of activities of the
Loan Originator, the Servicer or their Affiliates, and (ii) any untrue statement by the Loan
Originator, the Servicer or its Affiliates of any material fact or any such Person’s failure to
state a material fact necessary to make such statements not misleading with respect to any such
Person’s statements contained in any Basic Document, including, without limitation, any Officer’s
Certificate, statement, report or other document or information prepared by any such Person and
furnished or to be furnished by it pursuant to or in connection with the transactions contemplated
thereby and not corrected prior to completion of the relevant transaction including, without
limitation, such written information as may have been and may be furnished in connection with any
due diligence investigation with respect to the Loans or any such Person’s business, operations or
financial condition, including reasonable attorneys’ fees and other costs or expenses incurred in
connection with the defense of any actual or threatened action, proceeding or claim; provided that
the Loan Originator shall not indemnify an Originator Indemnified Party to the extent such loss,
liability, expense, damage or injury is due to either an Originator Indemnified Party’s willful
misfeasance, bad faith or negligence or by reason of an Originator Indemnified Party’s reckless
disregard of its obligations hereunder; provided, further, that the Loan Originator shall not be so
required to indemnify an Originator Indemnified Party or to otherwise be liable hereunder or under
any provision of the Basic Documents to an Originator Indemnified Party for any losses in respect
of the performance of the Loans, the insolvency, bankruptcy, delinquency, creditworthiness and
similar characteristics of the Borrowers under the Loans, the uncollectability of any principal,
interest, and any other charges (including late fees) under such loans (provided such
uncollectability was not due to an error on the part of the Loan Originator or any affiliate of the
Loan Originator), changes in the market value of the Loans or other similar investment risks
associated with the Loans arising from a breach of any representation or warranty set forth in
Exhibit E hereto, the sole remedy for the breach of which is provided in Section 3.06 hereof. The
provisions of this indemnity shall run directly to and be enforceable by an Originator Indemnified
Party subject to the limitations hereof.




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          (d) With respect to a claim subject to indemnity hereunder made by any Person against an
Indemnified Party (a “Third Party Claim”), such Indemnified Party shall notify the related
indemnifying parties (each an “Indemnifying Party”) in writing of the Third Party Claim within a
reasonable time after receipt by such Indemnified Party of written notice of the Third Party Claim
unless the Indemnifying Parties shall have previously obtained actual knowledge thereof.
Thereafter, the Indemnified Party shall deliver to the Indemnifying Parties, within a reasonable
time after the Indemnified Party’s receipt thereof, copies of all notices and documents (including
court papers) received by the Indemnified Party relating to the Third Party Claim. No failure to
give such notice or deliver such documents shall effect the rights to indemnity hereunder. Each
Indemnifying Party shall promptly notify the Indenture Trustee and the Indemnified Party (if other
than the Indenture Trustee) of any claim of which it has been notified and shall promptly notify
the Indenture Trustee and the Indemnified Party (if applicable) of its intended course of action
with respect to any claim.




          (e) If a Third Party Claim is made against an Indemnified Party, while maintaining control
over its own defense, the Indemnified Party shall cooperate and consult fully with the Indemnifying
Party in preparing such defense, and the Indemnified Party may defend the same in such manner as it
may deem appropriate, including settling such claim or litigation after giving notice to the
Indemnifying Party of such terms and the Indemnifying Party will promptly reimburse the Indemnified
Party upon written request; provided, however, that the Indemnified Party may not settle any claim
or litigation without the consent of the Indemnifying Party.




     Section 8.02 Merger or Consolidation of the Servicer.




     The Servicer shall keep in full effect its existence, rights and franchises as a corporation,
and will obtain and preserve its qualification to do business as a foreign corporation and maintain
such other licenses and permits in each jurisdiction necessary to protect the validity and
enforceability of each Basic Document to which it is a party and each of the Loans and to perform
its duties under each Basic Document to which it is a party; provided, however, that the Servicer
may merge or consolidate with any other corporation upon the satisfaction of the conditions set
forth in the following paragraph.




     Subject to the prior written consent of the Majority Noteholders, any Person into which the
Servicer may be merged or consolidated, or any corporation resulting from any merger, conversion or
consolidation to which the Servicer shall be a party, or any Person succeeding to the business of
the Servicer, shall be an Eligible Servicer and shall be the successor of the Servicer, as
applicable hereunder, without the execution or filing of any paper or any further act on the part
of any of the parties hereto, anything herein to the contrary notwithstanding. The Servicer shall
send notice of any such proposed merger, conversion, consolidation or succession to the Indenture
Trustee and the Issuer.



     Section 8.03 Limitation on Liability of the Servicer and Others.




     The Servicer and any director, officer, employee or agent of the Servicer may rely on any
document of any kind which it in good faith reasonably believes to be genuine and to have been
adopted or signed by the proper authorities respecting any matters arising hereunder. Subject to
the terms of Section 8.01 hereof, the Servicer shall have no obligation to appear with respect to,



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prosecute or defend any legal action which is not incidental to the Servicer’s duty to service
the Loans in accordance with this Agreement.



     Section 8.04 Servicer Not to Resign; Assignment.




     The Servicer shall not resign from the obligations and duties hereby imposed on it except (a)
with the consent of the Majority Noteholders or (b) upon determination that its duties hereunder
are no longer permissible under applicable law. Any such determination pursuant to clause (b) of
the preceding sentence permitting the resignation of the Servicer shall be evidenced by an
Independent opinion of counsel to such effect delivered (at the expense of the Servicer) to the
Indenture Trustee and the Majority Noteholders. No resignation of the Servicer shall become
effective until a successor servicer, appointed pursuant to the provisions of Section 9.02 hereof
shall have assumed the Servicer’s responsibilities, duties, liabilities (other than those
liabilities arising prior to the appointment of such successor) and obligations under this
Agreement.




     Except as expressly provided herein, the Servicer shall not assign or transfer any of its
rights, benefits or privileges hereunder to any other Person, or delegate to or subcontract with,
or authorize or appoint any other Person to perform any of the duties, covenants or obligations to
be performed by the Servicer hereunder and any agreement, instrument or act purporting to effect
any such assignment, transfer, delegation or appointment shall be void.




     The Servicer agrees to cooperate with any successor Servicer in effecting the transfer of the
Servicer’s servicing responsibilities and rights hereunder pursuant to the first paragraph of this
Section 8.04, including, without limitation, the transfer to such successor of all relevant records
and documents (including any Loan Files in the possession of the Servicer) and all amounts received
with respect to the Loans and not otherwise permitted to be retained by the Servicer pursuant to
this Agreement. In addition, the Servicer, at its sole cost and expense, shall prepare, execute
and deliver any and all documents and instruments to the successor Servicer including all Loan
Files in its possession and do or accomplish all other acts necessary or appropriate to effect such
termination and transfer of servicing responsibilities.



     Section 8.05 Relationship of Servicer to Issuer and the Indenture Trustee.




     The relationship of the Servicer (and of any successor to the Servicer as servicer under this
Agreement) to the Issuer, the Owner Trustee and the Indenture Trustee under this Agreement is
intended by the parties hereto to be that of an independent contractor and not of a joint venturer,
agent or partner of the Issuer, the Owner Trustee or the Indenture Trustee.



     Section 8.06 Servicer May Own Securities.




     Each of the Servicer and any Affiliate of the Servicer may in its individual or any other
capacity become the owner or pledgee of Securities with the same rights as it would have if it were
not the Servicer or an Affiliate thereof except as otherwise specifically provided herein;
provided, however, that at any time that Option One or any of its Affiliates is the Servicer,
neither the Servicer nor any of its Affiliates (other than an Affiliate which is a corporation
whose purpose is limited to holding securities and related activities and which cannot incur
recourse debt) may be a Noteholder. Securities so owned by or pledged to the Servicer or such
Affiliate shall have an equal and proportionate benefit under the provisions of this Agreement,
without



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preference, priority, or distinction as among all of the Securities; provided, however, that
any Securities owned by the Servicer or any Affiliate thereof, during the time such Securities are
owned by them, shall be without voting rights for any purpose set forth in this Agreement unless
the Servicer or such Affiliate owns all outstanding Securities of the related class. The Servicer
shall notify the Indenture Trustee promptly after it or any of its Affiliates becomes the owner or
pledgee of a Security.



     Section 8.07 Indemnification of the Indenture Trustee and the Noteholders.




     The Servicer agrees to indemnify the Indenture Trustee and its employees, officers, directors
and agents, and reimburse its reasonable out-of-pocket expenses in accordance with Section 6.07 of
the Indenture as if it was a signatory thereto. The Servicer agrees to indemnify the Noteholders
and the Initial Noteholder in accordance with Section 9.01 of the Note Purchase Agreement as if it
were signatory thereto.



ARTICLE IX




SERVICER EVENTS OF DEFAULT




     Section 9.01 Servicer Events of Default.



          (a) In case one or more of the following Servicer Events of Default shall occur and be
continuing, that is to say:





               (1) any failure by Servicer to deposit into the Collection Account or the Distribution Account
or any failure by the Servicer to make payments therefrom in accordance with Section 5.01 hereof;
or




               (2) any failure on the part of the Servicer duly to observe or perform in any material respect
any other of the material covenants or agreements on the part of the Servicer, contained in any
Basic Document to which it is a party, which continues unremedied for a period of thirty (30) days
(or, in the case of payment of insurance premiums, for a period of fifteen (15) days) after the
date on which written notice of such failure, requiring the same to be remedied, shall have been
given to the Servicer by any other party hereto or to the Servicer (with copy to each other party
hereto), by Holders of 25% of the Percentage Interests of the Notes or the Trust Certificates; or




               (3) any breach on the part of the Servicer of any representation or warranty contained in any
Basic Document to which it is a party that materially and adversely affects the interests of any of
the parties hereto or any Securityholder and which continues unremedied for a period of thirty (30)
days after the date on which written notice of such breach, requiring the same to be remedied,
shall have been given to the Servicer by any other party hereto or to the Servicer (with copy to
each other party hereto), by the Initial Noteholder or Holders of 25% of the Percentage Interests
(as defined in the Indenture) of the Notes; or




               (4) there shall have been commenced before a court or agency or supervisory authority having
jurisdiction in the premises an involuntary proceeding against the Servicer under any present or
future federal or state bankruptcy, insolvency or similar law for the



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appointment of a conservator, receiver, liquidator, trustee or similar official in any
bankruptcy, insolvency, readjustment of debt, marshaling of assets and liabilities or similar
proceedings, or for the winding-up or liquidation of its affairs, which action shall not have been
dismissed for a period of 60 days; or




               (5) the Servicer shall consent to the appointment of a conservator, receiver, liquidator,
trustee or similar official in any bankruptcy, insolvency, readjustment of debt, marshaling of
assets and liabilities or similar proceedings of or relating to it or of or relating to all or
substantially all of its property; or




               (6) the Servicer (or the Loan Originator if the Servicer is not Option One) fails to be an
Eligible Servicer or to comply with the financial covenants set forth in Section 7.02; or




               (7) the Servicer ceases to be a 100% direct or indirect wholly-owned subsidiary of H&R Block
Inc.;




               (8) the Servicer shall admit in writing its inability to pay its debts generally as they
become due, file a petition to take advantage of any applicable bankruptcy, insolvency or
reorganization statute, make an assignment for the benefit of its creditors, voluntarily suspend
payment of its obligations, or take any corporate action in furtherance of the foregoing; or




               (9) the Servicer ceases to be an approved servicer for Fannie Mae or Freddie Mac, and that
status continues unremedied for a period of 30 days.




     Then, and in each and every such case, so long as a Servicer Event of Default shall not have
been remedied, the Indenture Trustee or the Majority Noteholders, by notice in writing to the
Servicer may, in addition to whatever rights such Person may have at law or in equity to damages,
including injunctive relief and specific performance, may terminate all the rights and obligations
of the Servicer under this Agreement and in and to the Loans and the proceeds thereof, as servicer
under this Agreement. Upon receipt by the Servicer of such written notice, all authority and power
of the Servicer under this Agreement, whether with respect to the Loans or otherwise, shall,
subject to Section 9.02 hereof, pass to and be vested in a successor servicer, and the successor
servicer is hereby authorized and empowered to execute and deliver, on behalf of the Servicer, as
attorney-in-fact or otherwise, any and all documents and other instruments and do or cause to be
done all other acts or things necessary or appropriate to effect the purposes of such notice of
termination, including, but not limited to, the transfer and endorsement or assignment of the Loans
and related documents. The Servicer agrees to cooperate with the successor servicer in effecting
the termination of the Servicer’s responsibilities and rights hereunder, including, without
limitation, the transfer to the successor servicer for administration by it of all amounts which
shall at the time be credited by the Servicer to each Collection Account or thereafter received
with respect to the Loans.



          (b) Upon the occurrence of (i) an Event of Default or Default under any of the Basic
Documents, (ii) a Servicer Event of Default under this Agreement, or (iii) an event shall occur or
circumstances otherwise arise which, in the Initial Noteholder’s sole determination, exercised in
good

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faith, may have a reasonable possibility of materially impairing the ability of the Servicer
to service and administer the Loans in accordance with the terms and provisions set forth in the
Basic Documents (each, a “Term Event”), the Servicer’s right to service the Loans pursuant to the
terms of this Agreement shall be in effect for an initial period commencing on the date on which
such Term Event occurred and shall automatically terminate at 5:00 p.m. New York City time, on the
last Business Day of the calendar month in which such Term Event occurred (the “Initial Term”).
Thereafter, the Initial Term shall be extendible in the sole discretion of the Majority Noteholders
by written notice (each, a “Servicer Extension Notice”) of the Majority Noteholders for successive
one-month terms (each such term ending at 5:00 p.m. New York City time, on the last business day
of the related month). Following a Term Event, the Servicer hereby agrees that the Servicer shall
be bound for the duration of the Initial Term and the term covered by any such Servicer Extension
Notice to act as the Servicer pursuant to this Agreement. Following a Term Event, the Servicer
agrees that if, as of 3:00 p.m. New York City time on the last Business Day of any month, the
Servicer shall not have received a Servicer Extension Notice from the Majority Noteholders, the
Servicer shall give written notice of such non-receipt to the Majority Noteholders by 4:00 p.m. New
York City time. Following a Term Event, the failure of the Majority Noteholders to deliver a
Servicer Extension Notice by 5:00 p.m. New York City time shall result in the automatic and
immediate termination of the Servicer (the “Termination Date”). Notwithstanding these time frames,
the Servicer and the Noteholders shall comply with all applicable laws in connection with such
transfer and the Servicer shall continue to service the Loans until completion of such transfer.




     Section 9.02 Appointment of Successor.




     On and after the date the Servicer receives a notice of termination pursuant to Section 9.01
hereof or is automatically terminated pursuant to Section 9.01(c) hereof, or the Owner Trustee
receives the resignation of the Servicer evidenced by an Opinion of Counsel or accompanied by the
consents required by Section 8.04 hereof, or the Servicer is removed as servicer pursuant to this
Article IX or Section 4.01 of the Servicing Addendum, then, the Majority Noteholders shall appoint
a successor servicer to be the successor in all respects to the Servicer in its capacity as
Servicer under this Agreement and the transactions set forth or provided for herein and shall be
subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer
by the terms and provisions hereof; provided, however, that the successor servicer shall not be
liable for any actions of any servicer prior to it.




     As compensation for making Servicing Advances, the successor servicer appointed pursuant to
the following paragraph, shall be entitled to all funds relating to the Loans which the Servicer
would have been entitled to receive from the Collection Account pursuant to Section 5.01 hereof as
if the Servicer had continued to act as servicer hereunder, together with other Servicing
Compensation in the form of assumption fees, late payment charges or otherwise as provided in
Section 4.15 of the Servicing Addendum. The Servicer shall not be entitled to any termination fee
if it is terminated pursuant to Section 9.01 hereof but shall be entitled to any accrued and unpaid
Servicing Compensation to the date of termination.




     Any collections received by the Servicer after removal or resignation shall be endorsed by it
to the Indenture Trustee and remitted directly to the successor servicer. The compensation of any
successor servicer appointed shall be the Servicing Fee, together with other Servicing Compensation
provided for herein. The Indenture Trustee, the Issuer, any Custodian, the



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Servicer and any such successor servicer shall take such action, consistent with this
Agreement, as shall be reasonably necessary to effect any such succession. Any costs or expenses
incurred by the Indenture Trustee in connection with the termination of the Servicer and the
succession of a successor servicer shall be an expense of the outgoing Servicer and, to the extent
not paid thereby, an expense of such successor servicer. The Servicer agrees to cooperate with the
Indenture Trustee and any successor servicer in effecting the termination of the Servicer’s
servicing responsibilities and rights hereunder and shall promptly provide the successor servicer
all documents and records reasonably requested by it to enable it to assume the Servicer’s
functions hereunder and shall promptly also transfer to the successor servicer all amounts which
then have been or should have been deposited in any Trust Account maintained by the Servicer or
which are thereafter received with respect to the Loans. Upon the occurrence of an Event of
Default, the Majority Noteholders shall have the right to order the Servicer’s Loan Files and all
other files of the Servicer relating to the Loans and all other records of the Servicer and all
documents relating to the Loans which are then or may thereafter come into the possession of the
Servicer or any third party acting for the Servicer to be delivered to such custodian or servicer
as it selects and the Servicer shall deliver to such custodian or servicer such assignments as the
Majority Noteholders shall request. No successor servicer shall be held liable by reason of any
failure to make, or any delay in making, any distribution hereunder or any portion thereof caused
by (i) the failure of the Servicer to deliver, or any delay in delivering, cash, documents or
records to it or (ii) restrictions imposed by any regulatory authority having jurisdiction over the
Servicer hereunder. No appointment of a successor to the Servicer hereunder shall be effective
until written notice of such proposed appointment shall have been provided to the Majority
Noteholders, the Indenture Trustee, the Issuer and the Depositor, the Majority Noteholders and the
Issuer shall have consented in writing thereto.




     In connection with such appointment and assumption, the Majority Noteholders may make such
arrangements for the compensation of such successor servicer out of payments on the Loans as they
and such successor servicer shall agree.



     Section 9.03 Waiver of Defaults.




     The Majority Noteholders may waive any events permitting removal of the Servicer as servicer
pursuant to this Article IX. Upon any waiver of a past default, such default shall cease to exist
and any Servicer Event of Default arising therefrom shall be deemed to have been remedied for every
purpose of this Agreement. No such waiver shall extend to any subsequent or other default or
impair any right consequent thereto except to the extent expressly so waived.



     Section 9.04 Accounting Upon Termination of Servicer.




     Upon termination of the Servicer under this Article IX, the Servicer shall, at its own
expense:



          (a) deliver to its successor or, if none shall yet have been appointed, to the Indenture
Trustee the funds in any Trust Account maintained by the Servicer;




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          (b) deliver to its successor or, if none shall yet have been appointed, to the Custodian all
Loan Files and related documents and statements held by it hereunder and a Loan portfolio by
computer transmission or disk;




          (c) deliver to its successor or, if none shall yet have been appointed, to the Indenture
Trustee and to the Issuer and the Securityholders a full accounting of all funds, including a
statement showing the Monthly Payments collected by it and a statement of monies held in trust by
it for payments or charges with respect to the Loans; and




          (d) execute and deliver such instruments and perform all acts reasonably requested in order to
effect the orderly and efficient transfer of servicing of the Loans to its successor and to more
fully and definitively vest in such successor all rights, powers, duties, responsibilities,
obligations and liabilities of the Servicer under this Agreement.




ARTICLE X




TERMINATION; PUT OPTION




     Section 10.01 Termination.



          (a) This Agreement shall terminate upon either: (A) the later of (i) the satisfaction and
discharge of the Indenture and the provisions thereof, including payment to the Noteholders of all
amounts due and owing in accordance with the provisions hereof or (ii) the disposition of all funds
with respect to the last Loan and the remittance of all funds due hereunder and the payment of all
amounts due and payable, including, in both cases, without limitation, indemnification payments
payable pursuant to any Basic Document to the Indenture Trustee, the Owner Trustee, the Issuer, the
Initial Noteholder, the Servicer and the Custodian, written notice of the occurrence of either of
which shall be provided to the Indenture Trustee by the Servicer; or (B) the mutual consent of the
Servicer, the Depositor and all Securityholders in writing and delivered to the Indenture Trustee
by the Servicer.




          (b) The Securities shall be subject to an early redemption or termination at the option of the
Servicer and the Majority Noteholders in the manner and subject to the provisions of Section 10.02
and 10.04 of this Agreement.




          (c) Except as provided in this Article X, none of the Depositor, the Servicer nor any
Certificateholder or Noteholder shall be entitled to revoke or terminate the Trust.




     Section 10.02 Optional Termination.




     The Servicer may, at its option, effect an early termination of the Trust on any Payment Date
on or after the Clean-up Call Date by purchasing all of the Loans at a purchase price, payable in
cash, equal to or greater than the Termination Price. The Servicer shall effect such early
termination by providing notice thereof to the Indenture Trustee and Owner Trustee not later than
the time of payment of the purchase price. The expense of any Independent appraiser required in
connection with the calculation and payment of the Termination Price under this Section 10.02 shall
be a nonreimbursable expense of the Servicer.



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     Any such early termination by the Servicer shall be accomplished by depositing into the
Collection Account on the third Business Day prior to the Payment Date on which the purchase is to
occur the amount of the Termination Price to be paid. The Termination Price and any amounts then
on deposit in the Collection Account (other than any amounts withdrawable pursuant to Section
5.01(c)(1) hereof) shall be deposited in the Distribution Account and distributed by the Indenture
Trustee pursuant to Section 5.01(c)(3) of this Agreement and Section 9.1 of the Trust Agreement on
the next succeeding Payment Date; and any amounts received with respect to the Loans and
Foreclosure Properties subsequent to the final Payment Date shall belong to the Servicer, as
purchaser thereof.



     Section 10.03 Notice of Termination.




     Notice of termination of this Agreement or of early redemption and termination of the Issuer
pursuant to Section 10.01 shall be sent by the Indenture Trustee to the Noteholders in accordance
with Section 10.02 of the Indenture.



     Section 10.04 Put Option.




     The Majority Noteholders may, at their option, effect a put of the entire outstanding Note
Principal Balance, or any portion thereof, to the Trust on any date by exercise of the Put Option.
The Majority Noteholders shall effect such put by providing notice thereof in accordance with
Section 10.05 of the Indenture.




     Unless otherwise agreed by the Majority Noteholders, on the third Business Day prior to the
Put Date, the Issuer shall deposit the Note Redemption Amount into the Distribution Account and, if
the Put Date occurs after the termination of the Revolving Period and constitutes a put of the
entire outstanding Note Principal Balance, any amounts then on deposit in the Collection Account
(other than any amounts withdrawable pursuant to Section 5.01(c)(1) hereof) shall be deposited in
the Distribution Account and distributed by the Paying Agent pursuant to Section 5.01(c)(3) of this
Agreement on the Put Date; and any amounts received with respect to the Loans and Foreclosure
Properties subsequent to the Put Date shall belong to the Issuer.



ARTICLE XI




MISCELLANEOUS PROVISIONS




     Section 11.01 Acts of Securityholders.




     Except as otherwise specifically provided herein and except with respect to Section 11.02(b),
whenever action, consent or approval of the Securityholders is required under this Agreement, such
action, consent or approval shall be deemed to have been taken or given on behalf of, and shall be
binding upon, all Securityholders if the Majority Noteholders agree to take such action or give
such consent or approval.



     Section 11.02 Amendment.



          (a) This Agreement may also be amended from time to time by the Depositor, the Servicer, the
Loan Originator, the Indenture Trustee and the Issuer by written agreement, with the

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prior written consent of the Majority Noteholders, for the purpose of adding any provisions to
or changing in any manner or eliminating any of the provisions of this Agreement, or of modifying
in any manner the rights of the Securityholders; provided, however, that no such amendment shall
(i) reduce in any manner the amount of, or delay the timing of, collections of payments on Loans or
distributions which are required to be made on any Security, without the consent of the holders of
100% of the Securities affected thereby, (ii) adversely affect in any material respect the
interests of any of the holders of the Securities in any manner other than as described in clause
(i), without the consent of the holders of 100% of the Securities affected thereby, or (iii) reduce
the percentage of the Securities, the consent of which is required for any such amendment, without
the consent of the holders of 100% of the Securities.




          (b) It shall not be necessary for the consent of Securityholders under this Section to approve
the particular form of any proposed amendment, but it shall be sufficient if such consent shall
approve the substance thereof.





     Prior to the execution of any amendment to this Agreement, the Issuer and the Indenture
Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution
of such amendment is authorized or permitted by this Agreement. The Issuer and the Indenture
Trustee may, but shall not be obligated to, enter into any such amendment which affects the
Issuer’s own rights, duties or immunities of the Issuer or the Indenture Trustee, as the case may
be, under this Agreement.



     Section 11.03 Recordation of Agreement.




     To the extent permitted by applicable law, this Agreement, or a memorandum thereof if
permitted under applicable law, is subject to recordation in all appropriate public offices for
real property records in all of the counties or other comparable jurisdictions in which any or all
of the Mortgaged Property is situated, and in any other appropriate public recording office or
elsewhere, such recordation to be effected by the Servicer at the Securityholders’ expense on
direction of the Majority Noteholders but only when accompanied by an Opinion of Counsel to the
effect that such recordation materially and beneficially affects the interests of the
Securityholders or is necessary for the administration or servicing of the Loans.



     Section 11.04 Duration of Agreement.




     This Agreement shall continue in existence and effect until terminated as herein provided.



     Section 11.05 Governing Law.




     THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK AND THE
OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH
SUCH LAWS (INCLUDING SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW BUT OTHERWISE WITHOUT GIVING
EFFECT TO PRINCIPLES OF CONFLICTS OF LAW). With respect to all legal proceedings arising out of or
relating to this Agreement or the transactions contemplated hereby, each party irrevocably submits
to the non-exclusive jurisdiction of the courts of the State of New York and the United States
District



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Court located in the Borough of Manhattan, City of New York, and each party irrevocably waives
any objection which it may have at any time to the laying of venue of any suit, action or
proceeding arising out of or relating hereto brought in any such court, irrevocably waives any
claim that any such suit, action or proceeding brought in any such court has been brought in any
inconvenient forum and further irrevocably waives the right to object, with respect to such claim,
suit, action or proceeding brought in any such court, that such court does not have jurisdiction
over such party, provided that service of process is made by any lawful means. Nothing in this
Section 11.05 shall affect the right of any party hereto or its assignees, or of any Noteholder or
its assignees, to bring any other action or proceeding against any party hereto or its property in
the courts of other jurisdictions.



     Section 11.06 Notices.




     All demands, notices and communications hereunder shall be in writing and shall be deemed to
have been duly given if (i) delivered personally, mailed by overnight mail, certified mail or
registered mail, postage prepaid, or (ii) transmitted by telecopy, upon telephone confirmation of
receipt thereof, as follows:




     (I) in the case of the Depositor, to Option One Loan Warehouse Corporation, 3 Ada, Irvine,
California 92618, or such other addresses or telecopy or telephone numbers as may hereafter be
furnished to the Securityholders and the other parties hereto in writing by the Depositor;




     (II) in the case of the Trust, to Option One Owner Trust 2002-3, c/o Wilmington Trust Company,
One Rodney Square North, 1100 North Market Street, Wilmington, Delaware 19890, Attention:
Corporate Trust Administration, telecopy number: (302) 636-4144, telephone number: (302)
636-1000, or such other address or telecopy or telephone numbers as may hereafter be furnished to
the Noteholders and the other parties hereto in writing by the Trust;




     (III) in the case of the Loan Originator, (A) if to Option One, to Option One Mortgage
Corporation, 3 Ada, Irvine, California 92618, Attention: Matthew Engel, telecopy number: (949)
(866)715-8329 telephone number: (949) 790-8128 or (B) if to Option One Capital, to Option One
Mortgage Capital Corporation, 3 Ada Road, Irvine, California 92618, Attention: Chief Financial
Officer, telecopy number: (866)715-8329, telephone number: (949) 790-8128 or, in either case, to
such other addresses or telecopy or telephone numbers as may hereafter be furnished to the
Securityholders and the other parties hereto in writing by Option One or Option One Capital;




     (IV) in the case of the Servicer, to Option One Mortgage Corporation 3 Ada, Irvine, California
92618, Attention: Matthew Engel, telecopy number: (866)715-8329, telephone number: (949)
790-8128 or such other addresses or telecopy or telephone numbers as may hereafter be furnished to
the Securityholders and the other parties hereto in writing by the Servicer; and




     (V) in the case of the Indenture Trustee, to Wells Fargo Bank, N.A., 9062 Old Annapolis Road,
Columbia, Maryland 21045, Attention: Corporate Trust Services — Option One Owner Trust 2002-3, with
a copy to it at the Corporate Trust Office, as defined in the Indenture, any



74









 







such notices shall be deemed to be effective with respect to any party hereto upon the receipt
of such notice or telephone confirmation thereof by such party; provided, that notices to the
Securityholders shall be effective upon mailing or personal delivery.



     Section 11.07 Severability of Provisions.




     If any one or more of the covenants, agreements, provisions or terms of this Agreement shall
be held invalid for any reason whatsoever, then such covenants, agreements, provisions or terms
shall be deemed severable from the remaining covenants, agreements, provisions or terms of this
Agreement and shall in no way affect the validity or enforceability of the other covenants,
agreements, provisions or terms of this Agreement.



     Section 11.08 No Partnership.




     Nothing herein contained shall be deemed or construed to create any partnership or joint
venture between the parties hereto and the services of the Servicer shall be rendered as an
independent contractor.



     Section 11.09 Counterparts.




     This Agreement may be executed in one or more counterparts and by the different parties hereto
on separate counterparts, each of which, when so executed, shall be deemed to be an original; such
counterparts, together, shall constitute one and the same Agreement.



     Section 11.10 Successors and Assigns.




     This Agreement shall inure to the benefit of and be binding upon the Servicer, the Loan
Originator, the Depositor, the Indenture Trustee, the Issuer and the Securityholders and their
respective successors and permitted assigns.



     Section 11.11 Headings.




     The headings of the various Sections of this Agreement have been inserted for convenience of
reference only and shall not be deemed to be part of this Agreement.



     Section 11.12 Actions of Securityholders.



          (a) Any request, demand, authorization, direction, notice, consent, waiver or other action
provided by this Agreement to be given or taken by Securityholders may be embodied in and evidenced
by one or more instruments of substantially similar tenor signed by such Securityholders in person
or by an agent duly appointed in writing; and except as herein otherwise expressly provided, such
action shall become effective when such instrument or instruments are delivered to the Depositor,
the Servicer, the Loan Originator or the Issuer. Proof of execution of any such instrument or of a
writing appointing any such agent shall be sufficient for any purpose of this Agreement and
conclusive in favor of the Depositor, the Servicer, the Loan Originator and the Issuer if made in
the manner provided in this Section 11.12.




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          (b) The fact and date of the execution by any Securityholder of any such instrument or writing
may be proved in any reasonable manner which the Depositor, the Servicer, the Loan Originator or
the Issuer may deem sufficient.




          (c) Any request, demand, authorization, direction, notice, consent, waiver or other act by a
Securityholder shall bind every holder of every Security issued upon the registration of transfer
thereof or in exchange therefor or in lieu thereof, in respect of anything done, or omitted to be
done, by the Depositor, the Servicer, the Loan Originator or the Issuer in reliance thereon,
whether or not notation of such action is made upon such Security.




          (d) The Depositor, the Servicer, the Loan Originator or the Issuer may require additional
proof of any matter referred to in this Section 11.12 as it shall deem necessary.




     Section 11.13 Non-Petition Agreement.




     Notwithstanding any prior termination of any Basic Document, the Loan Originator, the
Servicer, the Depositor and the Indenture Trustee each severally and not jointly covenants that it
shall not, prior to the date which is one year and one day after the payment in full of the all of
the Notes, acquiesce, petition or otherwise, directly or indirectly, invoke or cause the Trust or
the Depositor to invoke the process of any governmental authority for the purpose of commencing or
sustaining a case against the Issuer or Depositor under any Federal or state bankruptcy, insolvency
or similar law or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or
other similar official of the Issuer or Depositor or any substantial part of their respective
property or ordering the winding up or liquidation of the affairs of the Issuer or the Depositor.



     Section 11.14 Holders of the Securities.



          (a) Any sums to be distributed or otherwise paid hereunder or under this Agreement to the
holders of the Securities shall be paid to such holders pro rata based on their Percentage
Interests;




          (b) Where any act or event hereunder is expressed to be subject to the consent or approval of
the holders of the Securities, such consent or approval shall be capable of being given by the
holder or holders evidencing in the aggregate not less than 51% of the Percentage Interests of the
Notes or the Certificates, as applicable.




     Section 11.15 Due Diligence Fees, Due Diligence.




     The Loan Originator acknowledges that the Majority Noteholders have the right to perform
continuing due diligence reviews with respect to the Loans, for purposes of verifying compliance
with the representations, warranties and specifications made hereunder, or otherwise, and the Loan
Originator agrees that upon reasonable prior notice (with no notice being required upon the
occurrence of an Event of Default) to the Loan Originator, the Majority Noteholders, the Indenture
Trustee and Custodian or its authorized representatives will be permitted during normal business
hours to examine, inspect, and make copies and extracts of, the Loan Files and any and all
documents, records, agreements, instruments or information relating to such Loans in the possession
or under the control of the Servicer and the Indenture Trustee. The Loan



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Originator also shall make available to the Majority Noteholders a knowledgeable financial or
accounting officer for the purpose of answering questions respecting the Loan Files and the Loans
and the financial condition of the Loan Originator. Without limiting the generality of the
foregoing, the Loan Originator acknowledges that the Majority Noteholders may purchase Notes based
solely upon the information provided by the Loan Originator to the Majority Noteholders in the Loan
Schedule and the representations, warranties and covenants contained herein, and that the Majority
Noteholders, at their option, have the right at any time to conduct a partial or complete due
diligence review on some or all of the Loans securing such purchase, including without limitation
ordering new credit reports and new appraisals on the related Mortgaged Properties and otherwise
re-generating the information used to originate such Loan. The Majority Noteholders may underwrite
such Loans or engage a mutually agreed upon third party underwriter to perform such underwriting.
The Loan Originator agrees to cooperate with the Majority Noteholders and any third party
underwriter in connection with such underwriting, including, but not limited to, providing the
Majority Noteholders and any third party underwriter with access to any and all documents, records,
agreements, instruments or information relating to such Loans in the possession, or under the
control, of the Servicer. The Loan Originator further agrees that the Loan Originator shall
reimburse the Majority Noteholders for any and all reasonable out-of-pocket costs and expenses
incurred by the Majority Noteholders in connection with the Majority Noteholders’s activities
pursuant to this Section 11.15 hereof (the “Due Diligence Fees”). In addition to the obligations
set forth in Section 11.17 of this Agreement, the Majority Noteholders agree (on behalf of
themselves and their Affiliates, directors, officers, employees and representatives) to use
reasonable precaution to keep confidential, in accordance with its customary procedures for
handling confidential information and in accordance with safe and sound practices, and not to
disclose to any third party, any non-public information supplied to it or otherwise obtained by it
hereunder with respect to the Loan Originator or any of its Affiliates (including, but not limited
to, the Loan File); provided, however, that nothing herein shall prohibit the disclosure of any
such information to the extent required by statute, rule, regulation or judicial process; provided,
further, that, unless specifically prohibited by applicable law or court order, the Majority
Noteholders shall, prior to disclosure thereof, notify the Loan Originator of any request for
disclosure of any such non-public information. The Majority Noteholders further agree not to use
any such non-public information for any purpose unrelated to this Agreement and that the Majority
Noteholders shall not disclose such non-public information to any third party underwriter in
connection with a potential Disposition without obtaining a written agreement from such third party
underwriter to comply with the confidentiality provisions of this Section 11.15. Without limiting
the foregoing, non-public information shall not include information which (i) is or becomes
generally available to the public other than as a result of a disclosure; (ii) was available to the
Majority Noteholders on a non-confidential basis prior to its disclosure to such Majority
Noteholders by the Servicer or the Loan Originator; (iii) is required to be disclosed by a
governmental authority or related governmental agencies or as otherwise required by law; or (iv)
becomes available to the Majority Noteholders on a non-confidential basis from a Person other than
the Servicer or the Loan Originator who, to the best knowledge of such Majority Noteholders, is not
otherwise bound by a confidentiality agreement with the Servicer or the Loan Originator and is not
otherwise prohibited from transmitting the information to such Majority Noteholders.



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     Section 11.16 No Reliance.




     Each of the Loan Originator, the Depositor, the Servicer and the Issuer hereby acknowledges
that it has not relied on the Initial Noteholder, the Noteholders or any of their officers,
directors, employees, agents and “control persons” as such term is used under the Act and under the
Securities Exchange Act of 1934, as amended, for any tax, accounting, legal or other professional
advice in connection with the transactions contemplated by the Basic Documents, that each of the
Loan Originator, the Depositor, the Servicer and the Issuer has retained and been advised by such
tax, accounting, legal and other professionals as it has deemed necessary in connection with the
transactions contemplated by the Basic Documents and that neither the Initial Noteholder nor the
Noteholders makes any representation or warranty, and shall have no liability with respect to, the
tax, accounting or legal treatment or implications relating to the transactions contemplated by the
Basic Documents.



     Section 11.17 Confidential Information.




     In addition to the confidentiality requirements set forth in Section 11.15 of this Agreement,
each Noteholder, as well as the Indenture Trustee and the Disposition Agent (each of said parties
singularly referred to herein as a “Receiving Party” and collectively referred to herein as the
“Receiving Parties”), agrees to hold and treat all Confidential Information (as defined below) in
confidence and in accordance with this Section. Such Confidential Information will not, without
the prior written consent of the Servicer and the Loan Originator, be disclosed or used by such
Receiving Parties or their subsidiaries, Affiliates, directors, officers, members, employees,
agents or controlling persons (collectively, the “Information Recipients”) other than for the
purpose of making a decision to purchase or sell Notes or taking any other permitted action under
this Agreement or any other Basic Document. Each Receiving Party agrees to disclose Confidential
Information only to its Information Recipients who need to know it for the purpose of making a
decision to purchase or sell Notes or the taking of any other permitted action under this Agreement
or any other Basic Document (including in connection with the servicing of the Loans and in
connection with any servicing transfers) and who are informed by such Receiving Party of its
confidential nature and who agree to be bound by the terms of this Section 11.17. Disclosure that
is not in violation of the Right to Financial Privacy Act, the Gramm-Leach-Bliley Act or other
applicable law by such Receiving Party of any Confidential Information at the request of its
outside auditors or governmental regulatory authorities in connection with an examination of a
Receiving Party by any such authority shall not constitute a breach of its obligations under this
Section 11.17 and shall not require the prior consent of the Servicer and the Loan Originator.




     Each Receiving Party shall be responsible for any breach of this Section 11.17 by its
Information Recipients. The Noteholders may use Confidential Information for internal due
diligence purposes in connection with their analysis of the transactions contemplated by the Basic
Documents. The Disposition Agent may disclose Confidential Information to the Disposition
Participants as required to effect Dispositions. This Section 11.17 shall terminate upon the
occurrence of an Event of Default; provided, however, that such termination shall not relieve the
Receiving Parties or their respective Information Recipients from the obligation to comply with the
Gramm-Leach-Bliley Act or other applicable law with respect to their use or disclosure of
Confidential Information following the occurrence of an Event of Default.



78









 






     As used herein, “Confidential Information” means non-public personal information (as defined
in the Gramm-Leach-Bliley Act and its enabling regulations issued by the Federal Trade Commission)
regarding Borrowers. Confidential Information shall not include information which (i) is or
becomes generally available to the public other than as a result of a disclosure by a Receiving
Party or any Information Recipients; (ii) was available to a Receiving Party on a non-confidential
basis prior to its disclosure to such Receiving Party by the Servicer or the Loan Originator; (iii)
is required to be disclosed by a governmental authority or related governmental agencies or as
otherwise required by law; or (iv) becomes available to a Receiving Party on a non-confidential
basis from a Person other than the Servicer or the Loan Originator who, to the best knowledge of
such Receiving Party, is not otherwise bound by a confidentiality agreement with the Servicer or
the Loan Originator and is not otherwise prohibited from transmitting the information to such
Receiving Party. Without limiting the generality of the foregoing, the parties acknowledge and
agree that this Agreement and other Basic Documents (other than the Pricing Letter) will be filed
with the Securities and Exchange Commission as exhibits to filings of the Loan Originator’s parent
corporation under the Securities Exchange Act of 1934.



     Section 11.18 Conflicts.




     Notwithstanding anything contained in the Basic Documents to the contrary, in the event of the
conflict between the terms of this Agreement and any other Basic Document, the terms of this
Agreement shall control.



     Section 11.19 Limitation on Liability.




     It is expressly understood and agreed by the parties hereto that (a) this Agreement 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 Agreement or any other related documents.



     Section 11.20 No Agency.




     Nothing contained herein or in the Basic Documents shall be construed to create an agency or
fiduciary relationship between the Initial Noteholder, any Noteholder or the Majority Noteholders
or any of their Affiliates and the Issuer, the Depositor, the Loan Originator or the Servicer.
None of the Initial Noteholder, any Noteholder, the Majority Noteholders or any of their Affiliates
shall be liable for any acts or actions affected in connection with a disposition of Loans,
including without limitation, any Securitization pursuant to Section 3.07 hereof, any Loan



79









 







Originator Put or Servicer Call pursuant to Section 3.08 hereof nor any Whole Loan Sale
pursuant to Section 3.07 hereof.



(SIGNATURE PAGE FOLLOWS)




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     IN WITNESS WHEREOF, the Issuer, the Depositor, the Servicer, the Indenture Trustee and the
Loan Originator have caused their names to be signed by their respective officers thereunto duly
authorized, as of the day and year first above written, to this SECOND AMENDED AND RESTATED SALE
AND SERVICING AGREEMENT.



	 	 	 	 	 	 	 
	 	 	OPTION ONE OWNER TRUST 2002-3,	 	 
	 

	 	By:
	 	Wilmington Trust Company,	 	 
	 

	 	 	 	not in its individual capacity	 	 
	 

	 	 	 	but solely as Owner Trustee	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	OPTION ONE LOAN WAREHOUSE 
CORPORATION, as Depositor	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	OPTION ONE MORTGAGE CORPORATION, 

as Loan Originator and Servicer	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	WELLS FARGO BANK, NA, as Indenture
 Trustee	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:	 	 	 	 







81