exv10w11



 






Exhibit 10.11










AMENDED AND RESTATED NOTE PURCHASE AGREEMENT




among




OPTION ONE OWNER TRUST 2001-2

as Issuer




and




OPTION ONE LOAN WAREHOUSE CORPORATION

as Depositor




and




BANK OF AMERICA, N.A.

as Purchaser




Dated as of November 25, 2003




OPTION ONE OWNER TRUST 2001-2

MORTGAGE-BACKED NOTES











 









 








TABLE OF CONTENTS




	 	 	 	 	 
	 
	 	 	 	 
	
ARTICLE I DEFINITIONS
	 
	 	 	 	 
	SECTION 1.01. Certain Defined Terms
	 	 	1	 
	SECTION 1.02. Other Definitional Provisions
	 	 	2	 
	 
	 	 	 	 
	
ARTICLE II COMMITMENT; CLOSING AND PURCHASES OF ADDITIONAL NOTE

PRINCIPAL BALANCES
	 
	 	 	 	 
	SECTION 2.01. Commitment
	 	 	3	 
	SECTION 2.02. Closing
	 	 	3	 
	 
	 	 	 	 
	
ARTICLE III
	 
	 	 	 	 
	
TRANSFER DATES AND FUNDING DATES
	 
	 	 	 	 
	SECTION 3.01. Transfer Dates
	 	 	5	 
	SECTION 3.02. Funding Dates
	 	 	6	 
	 
	 	 	 	 
	
ARTICLE IV CONDITIONS
PRECEDENT TO EFFECTIVENESS OF COMMITMENT
	 
	 	 	 	 
	SECTION 4.01. Closing Subject to Conditions Precedent
	 	 	7	 
	 
	 	 	 	 
	
ARTICLE V REPRESENTATIONS AND WARRANTIES OF THE ISSUER AND THE
	DEPOSITOR
	 	 	 	 
	 
	 	 	 	 
	SECTION 5.01. Issuer
	 	 	9	 
	SECTION 5.02. Securities Act
	 	 	11	 
	SECTION 5.03. No Fee
	 	 	12	 
	SECTION 5.04. Information
	 	 	12	 
	SECTION 5.05. The Purchased Note
	 	 	12	 
	SECTION 5.06. Use of Proceeds
	 	 	12	 
	SECTION 5.07. The Depositor
	 	 	12	 
	SECTION 5.08. Taxes, etc
	 	 	12	 
	SECTION 5.09. Financial Condition
	 	 	13	 
	 
	 	 	 	 
	
ARTICLE VI REPRESENTATIONS AND
WARRANTIES WITH RESPECT TO THE
	PURCHASER
	 	 	 	 
	 
	 	 	 	 
	SECTION 6.01. Organization
	 	 	13	 
	SECTION 6.02. Authority, etc
	 	 	13	 
	SECTION 6.03. Securities Act
	 	 	13	 






 









 






	 	 	 	 	 
	SECTION 6.04. Conflicts With Law
	 	 	13	 
	SECTION 6.05. Conflicts With Agreements, etc
	 	 	14	 
	 
	 	 	 	 
	
ARTICLE VII COVENANTS OF THE ISSUER AND THE DEPOSITOR
	 
	 	 	 	 
	SECTION 7.01. Information from the Issuer
	 	 	14	 
	SECTION 7.02. Access to Information
	 	 	14	 
	SECTION 7.03. Ownership and Security Interests; Further Assurances
	 	 	15	 
	SECTION 7.04. Covenants
	 	 	15	 
	SECTION 7.05. Amendments
	 	 	15	 
	SECTION 7.06. With Respect to the Exempt Status of the Purchased Note
	 	 	15	 
	 
	 	 	 	 
	
ARTICLE VIII ADDITIONAL COVENANTS
	 
	 	 	 	 
	SECTION 8.01. Legal Conditions to Closing
	 	 	16	 
	SECTION 8.02. Expenses
	 	 	16	 
	SECTION 8.03. Mutual Obligations
	 	 	16	 
	SECTION 8.04. Restrictions on Transfer
	 	 	16	 
	SECTION 8.05. Confidentiality
	 	 	16	 
	SECTION 8.06. Information Provided by the Purchaser
	 	 	17	 
	 
	 	 	 	 
	
ARTICLE IX INDEMNIFICATION
	 
	 	 	 	 
	SECTION 9.01. Indemnification of Purchaser
	 	 	17	 
	SECTION 9.02. Procedure and Defense
	 	 	18	 
	 
	 	 	 	 
	
ARTICLE X MISCELLANEOUS
	 
	 	 	 	 
	SECTION 10.01. Amendments
	 	 	18	 
	SECTION 10.02. Notices
	 	 	18	 
	SECTION 10.03. No Waiver; Remedies
	 	 	19	 
	SECTION 10.04. Binding Effect; Assignability
	 	 	19	 
	SECTION 10.05. Provision of Documents and Information
	 	 	19	 
	SECTION 10.06. GOVERNING LAW; JURISDICTION
	 	 	19	 
	SECTION 10.07. No Proceedings
	 	 	20	 
	SECTION 10.08. Execution in Counterparts
	 	 	20	 
	SECTION
10.09. No Recourse - Purchaser and Depositor
	 	 	20	 
	SECTION 10.10. Survival
	 	 	21	 
	SECTION 10.11. Tax Characterization
	 	 	21	 
	SECTION 10.12. Conflicts
	 	 	21	 
	SECTION 10.13. Limitation on Liability
	 	 	21	 






 









 






Schedule I Information for Notices




iii









 








NOTE PURCHASE AGREEMENT




          AMENDED AND RESTATED NOTE PURCHASE AGREEMENT, dated and effective as of November 25, 2003 (the
“Note Purchase Agreement”), among OPTION ONE OWNER TRUST 2001-2 (the “Issuer”), OPTION ONE LOAN
WAREHOUSE CORPORATION (the “Depositor”), and BANK OF AMERICA, N.A. (“Bank of America,” and in its
capacity as Purchaser hereunder, the “Purchaser”).




          The parties hereto agree as follows:




ARTICLE I




DEFINITIONS




          SECTION I.1. Certain Defined Terms. Capitalized terms used herein without definition
shall have the meanings set forth in the Indenture and the Sale and Servicing Agreement (as defined
below). Additionally, the following terms shall have the following meanings:




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




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




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




          “Confidential Information” means all marketing information, financial information,
terms sheets and other information concerning the transactions contemplated thereby, prepared by
the Purchaser and its Affiliates.




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




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




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




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





 









 








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




          “Indenture” means the Indenture dated as of April 1, 2001, and as amended and restated
through and including November 25, 2003, between the Issuer as Issuer and Wells Fargo Bank
Minnesota, National Association as Indenture Trustee, as the same may be further amended or
supplemented from time to time.




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




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




          “Loan Originator” means Option One Mortgage Corporation, a California corporation.




          “Maximum Note Principal Balance” means an amount equal to $2,000,000,000, less any
reductions pursuant to Section 2.06 of the Sale and Servicing Agreement.




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




          “Purchased Note” means the Series 2001-2 Note issued by the Issuer pursuant to the
Indenture.




          “REMIC Servicer” shall have the meaning set forth in the Advance Indenture.




          “Sale and Servicing Agreement” means the Sale and Servicing Agreement, dated as of
April 1, 2001, and as amended and restated through and including November 25, 2003, among the
Issuer, the Depositor, the Loan Originator, the Servicer and Wells Fargo Bank Minnesota, National
Association as the Indenture Trustee, as the same may be further amended or supplemented from time
to time.




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




          SECTION I.2. Other Definitional Provisions.




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




          (2) As used herein and in any certificate or other document made or delivered pursuant
hereto or thereto, accounting terms not defined in Section 1.01, and accounting terms


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partially defined in Section 1.01 to the extent not defined, shall have the respective
meanings given to them under generally accepted accounting principles. To the extent that the
definitions of accounting terms herein are inconsistent with the meanings of such terms under
generally accepted accounting principles, the definitions contained herein shall control.




          (3) The words “hereof,” “herein” and “hereunder” and words of similar import when used in this
Note Purchase Agreement shall refer to this Note Purchase Agreement as a whole and not to any
particular provision of this Note Purchase Agreement; and Section, subsection, Schedule and Exhibit
references contained in this Note Purchase Agreement are references to Sections, subsections, and
Exhibits in or to this Note Purchase Agreement unless otherwise specified.




ARTICLE II




COMMITMENT; CLOSING AND PURCHASES OF

ADDITIONAL NOTE PRINCIPAL BALANCES




          SECTION II.1. Commitment.




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




          SECTION II.2. Closing.




          The closing (the “Closing”) of the execution of the Basic Documents and Purchased Note
shall take place at 10:00 a.m. at the offices of Thacher Proffitt & Wood, 2 World Trade Center, New
York, New York 10048 on April 18, 2001, or if the conditions to closing set forth in Article IV of
this Note Purchase Agreement shall not have been satisfied or waived by such date, as soon as
practicable after such conditions shall have been satisfied or waived, or at such other time, date
and place as the parties shall agree upon (the date of the Closing being referred to herein as the
“Closing Date”).




ARTICLE 2





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TRANSFER DATES AND FUNDING DATES




          SECTION II.1. Transfer Dates.




          (1) Subject to the conditions and terms set forth herein and in Section 2.06 of the Sale and
Servicing Agreement with respect to each Transfer Date, the Issuer may request, and the Purchaser
agrees to purchase Additional Note Principal Balances from the Issuer from time to time in
accordance with, and upon the satisfaction, as of the applicable Transfer Date, of each of the
following additional conditions:




          (1) With respect to each Transfer Date, each condition set forth in Section 2.06 of the Sale
and Servicing Agreement shall have been satisfied. Prior to the first Transfer Date on which Wet
Funded Loans are conveyed, counsel to the Servicer shall have delivered to the Purchaser a
favorable opinion, dated as of the Closing Date to the effect that the Indenture Trustee has a
first priority perfected security interest in all cash and Permitted Investments held in the
Reserve Account satisfactory in form and substance to the Purchaser and its counsel;




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




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




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




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




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




          (3) The price paid by the Purchaser on each Transfer Date for the Additional Note Principal
Balance purchased on such Transfer Date shall be equal to the amount of such Additional Note
Principal Balance and shall be remitted not later than 4:00 p.m. New York City time on the Transfer
Date by wire transfer of immediately available funds to the Advance Account, provided that
a portion thereof equivalent to the aggregate Sales Price of Wet Funded Loans conveyed on such
date shall be remitted to the Reserve Account by the Purchaser.





4









 








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




          SECTION II.2. Funding Dates.




          (5) Subject to the conditions and terms set forth herein and in Section 2.06 of the Sale and
Servicing Agreement with respect to each Funding Date, the Issuer may request, and the Purchaser
agrees to purchase Additional Note Principal Balances from the Issuer from time to time in
accordance with, and upon the satisfaction, as of the applicable Funding Date, of each of the
following additional conditions:




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



               (2) Each of the representations and warranties of (x) the Issuer, the Servicer, the Loan
Originator and the Depositor made in the Basic Documents and (y) the Advance Trust, the REMIC
Servicer, the Receivables Seller and the Advance Depositor made in the Advance Documents shall be
true and correct as of such date (except to the extent they expressly relate to an earlier or later
time);



               (3) Each of (x) the Issuer, the Servicer, the Loan Originator and the Depositor shall be in
compliance with all of its respective covenants contained in the Basic Documents and the Purchased
Note and (y) the Advance Trust, the REMIC Servicer, the Receivables Seller and the Advance
Depositor shall be in compliance with all of its respective covenants contained in the Advance
Documents and the Advance Note;



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



               (5) With respect to each Funding Date, the Purchaser shall have received evidence reasonably
satisfactory to it of the completion of all recordings, registrations, and filings as may be
necessary or, in the reasonable opinion of the Purchaser, desirable to perfect or evidence the
Indenture Trustee’s security interest in the Advance Note and the proceeds thereof.



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




          (7) The price paid by the Purchaser on each Funding Date for the Additional Note Principal
Balance purchased on such Funding Date shall be equal to the amount of such Additional




5









 








Note
Principal Balance and shall be remitted not later than 4:00 p.m. New York City time on the Funding
Date by wire transfer of immediately available funds to the Funding Account.




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




          (9) On or prior to the first Funding Date, the Advance Note shall be delivered to the
Indenture Trustee under the Indenture.




ARTICLE III




CONDITIONS PRECEDENT TO EFFECTIVENESS OF COMMITMENT




          SECTION III.1. Closing Subject to Conditions Precedent. The effectiveness of the
Commitment hereunder is subject to the satisfaction at the time of the Closing of the following
conditions (any or all of which may be waived by the Purchaser in its sole discretion):




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




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




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




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




6









 








income tax purposes, in each case satisfactory in form and
substance of the Purchaser and its counsel.




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




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




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




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




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




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




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




7









 








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




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




          (23) Proceedings in Contemplation of Sale of Purchased Note. All actions and
proceedings undertaken by the Issuer, the Loan Originator, the Depositor and the Servicer in
connection with the issuance and sale of the Purchased Note as herein contemplated shall be
satisfactory in all respects to the Purchaser and its counsel.




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




ARTICLE IV




REPRESENTATIONS AND WARRANTIES OF THE ISSUER AND THE DEPOSITOR




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




          SECTION IV.1. Issuer.




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




          (25) The issuance, sale, assignment and conveyance of the Purchased Note and the
Additional Note Principal Balances, the performance of the Issuer’s obligations under each Basic
Document to which it is a party and the consummation of the transactions therein contemplated
will not conflict with or result in a breach of any of the terms or provisions of, or constitute a
default under, or result in the creation or imposition of any Lien (other than any Lien created by
the Basic Documents), charge or encumbrance upon any of the property or assets of the Issuer or any
of its Affiliates pursuant to the terms of, any indenture, mortgage, deed of trust, loan agreement
or other agreement or instrument to which it or any of its Affiliates is bound or to which any of
its property or




8









 








assets is subject, nor will such action result in any violation of the provisions
of its organizational documents or any Governmental Rule applicable to the Issuer, in each case
which could be expected to have a material adverse effect on the transactions contemplated therein.




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




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




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




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




          (30) The Issuer is not in violation of its organizational documents or in default under any
agreement, indenture or instrument the effect of which violation or default would be material to
the Issuer or the transactions contemplated by the Basic Documents. The Issuer is not a party to,
bound by or in breach or violation of any indenture or other agreement or instrument, or subject to
or in violation of any statute, order or regulation of any court, regulatory body, administrative
agency or governmental body having jurisdiction over the Issuer that materially and
adversely affects, or may in the future materially and adversely affect (i) the ability of the
Issuer to perform its obligations under any of the Basic Documents to which it is a party or (ii)
the business, operations, financial condition, properties, assets or prospects of the Issuer.




          (31) There are no actions or proceedings against, or investigations of, the Issuer
pending, or, to the knowledge of the Issuer threatened, before any Governmental Authority, court,




9









 








arbitrator, administrative agency or other tribunal (i) asserting the invalidity of any of the
Basic Documents or (ii) seeking to prevent the issuance of the Purchased Note or the consummation
of any of the transactions contemplated by the Basic Documents or the Purchased Note or (iii) that,
if adversely determined, could materially and adversely affect the business, operations, financial
condition, properties, assets or prospects of the Issuer or the validity or enforceability of, or
the performance by the Issuer of its respective obligations under, any of the Basic Documents to
which it is a party or (iv) seeking to affect adversely the income tax attributes of the Purchased
Note.




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




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




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




          (35) The chief executive offices of the Issuer are located at Option One Owner Trust 2001-2,

c/o Wilmington Trust Company, as Owner Trustee, One Rodney Square North, 1100 North Market Street,
Wilmington, Delaware 19890, or, with the consent of the Purchaser, such other address as shall be
designated by the Issuer in a written notice to the other parties hereto.




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




          SECTION IV.2. Securities Act. Assuming the accuracy of the representations and
warranties of and compliance with the covenants of the Purchaser, contained herein, the sale of the
Purchased Note and the sale of Additional Note Principal Balances pursuant to this Agreement are
each exempt from the registration and prospectus delivery requirements of the Act. In the case of
the offer or sale of the Purchased Note, no form of general solicitation or general advertising was
used by the Issuer, any Affiliates of the Issuer or any person acting on its or their behalf,
including, but not limited to, advertisements, articles, notices or other communications published
in any newspaper, magazine or similar medium or broadcast over television or radio, or any seminar
or meeting whose attendees have been invited by any general solicitation or general advertising.
Neither the Issuer, any Affiliates of the Issuer nor any Person acting on its or their behalf has
offered or sold, nor will the Issuer or any Person acting on its behalf offer or sell directly or
indirectly, the Purchased Note or any other security in any manner that, assuming the accuracy of
the representations and warranties and the performance of the covenants
given by the Purchaser and compliance with the applicable provisions of the Indenture with respect
to each transfer of the Purchased Note, would render the issuance and sale of the Purchased Note as
contemplated hereby a violation of Section 5 of the Securities Act or the registration or
qualification requirements of any state securities laws, nor has any such Person authorized, nor
will it authorize, any Person to act in such manner.




10









 








          SECTION IV.3. No Fee. Neither the Issuer, nor the Depositor, nor any of their
Affiliates has paid or agreed to pay to any Person any compensation for soliciting another to
purchase the Purchased Note.




          SECTION IV.4. Information. The information provided pursuant to Section 7.01 (a)
hereof will, at the date thereof, be true and correct in all material respects.




          SECTION IV.5. The Purchased Note. The Purchased Note has been duly and validly
authorized, and, when executed and authenticated in accordance with the terms of the Indenture, and
delivered to and paid for in accordance with this Note Purchase Agreement, will be duly and validly
issued and outstanding and will be entitled to the benefits of the Indenture.




          SECTION IV.6. Use of Proceeds. No proceeds of a purchase hereunder will be used (i)
for a purpose that violates or would be inconsistent with Regulations T, U or X promulgated by the
Board of Governors of the Federal Reserve System from time to time or (ii) to acquire any security
in any transaction in violation of Section 13 or 14 of the Exchange Act.




          SECTION 2.2. The Depositor. The Depositor hereby makes to the Purchaser each of the
representations, warranties and covenants set forth in Section 3.01 of the Sale and Servicing
Agreement as of the Closing Date and as of each Transfer Date (except to the extent that any such
representation, warranty or covenant is expressly made as of another date).




          SECTION IV.7. Taxes, etc. Any taxes, fees and other charges of Governmental
Authorities applicable to the Issuer and the Depositor, except for franchise or income taxes, in
connection with the execution, delivery and performance by the Issuer and the Depositor of each
Basic Document to which they are parties, the issuance of the Purchased Note or otherwise
applicable to the Issuer or the Depositor in connection with the Trust Estate have been paid or
will be paid by the Issuer or the Depositor, as applicable, at or prior to the Closing Date and
each Transfer Date, to the extent then due.




          SECTION IV.8. Financial Condition. On the date hereof and on each Transfer Date and
each Funding Date, neither the Issuer nor the Depositor is or will be insolvent or the subject of
any voluntary or involuntary bankruptcy proceeding.




ARTICLE V




REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE PURCHASER




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




          SECTION V.1. Organization. The Purchaser has been duly organized and is validly
existing and in good standing under the laws of the jurisdiction of its organization with power and
authority to own its properties and to transact the business in which it is now engaged.




11









 








          SECTION V.2. Authority, etc. The Purchaser has all requisite power and authority to
enter into and perform its obligations under this Note Purchase Agreement and to consummate the
transactions herein contemplated. The execution and delivery by the Purchaser of this Note
Purchase Agreement and the consummation by the Purchaser of the transactions contemplated hereby
have been duly and validly authorized by all necessary organizational action on the part of the
Purchaser. This Note Purchase Agreement has been duly and validly executed and delivered by the
Purchaser and constitutes a legal, valid and binding obligation of the Purchaser, enforceable
against the Purchaser in accordance with its terms, subject as to enforcement to bankruptcy,
reorganization, insolvency, moratorium and other similar laws of general applicability relating to
or affecting creditors’ rights and to general principles of equity. Neither the execution and
delivery by the Purchaser of this Note Purchase Agreement nor the consummation by the Purchaser of
any of the transactions contemplated hereby, nor the fulfillment by the Purchaser of the terms
hereof, will conflict with, or violate, result in a breach of or constitute a default under any
term or provision of the Purchaser’s organizational documents or any Governmental Rule applicable
to the Purchaser.




          SECTION 2.3. Securities Act. The Purchaser will acquire the Purchased Note pursuant
to this Note Purchase Agreement without a view to any public distribution thereof, and will not
offer to sell or otherwise dispose of the Purchased Note (or any interest therein) in violation of
any of the registration requirements of the Act or any applicable state or other securities laws,
or by means of any form of general solicitation or general advertising (within the meaning of
Regulation D under the Securities Act) and will comply with the requirements of the Indenture. The
Purchaser acknowledges that it has no right to require the Issuer or any other Person to register
the Purchased Note under the Securities Act or any other securities law.




          SECTION V.3. Conflicts With Law. The execution, delivery and performance by the
Purchaser of its obligations under this Note Purchase Agreement will not result in a breach or
violation of any of the terms or provisions of, or constitute a default under, any agreement or
instrument to which the Purchaser is a party or by which the Purchaser is bound or of any statute,
order or regulation applicable to the Purchaser of any court, regulatory body, administrative
agency or governmental body having jurisdiction over the Purchaser,
in each case which could be expected to have a material adverse effect on the transactions
contemplated therein.




          SECTION V.4. Conflicts With Agreements, etc. The Purchaser is not in violation of
its organizational documents or in default under any agreement, indenture or instrument the effect
of which violation or default would be materially adverse to the Purchaser in the performance of
its obligations or duties under any of the Basic Documents to which it is a party. The Purchaser
is not a party to, bound by or in breach or violation of any indenture or other agreement or
instrument, or subject to or in violation of any statute, order or regulation of any court,
regulatory body, administrative agency or governmental body having jurisdiction over the Purchaser
that materially and adversely affects, or which could be expected in the future to materially and
adversely affect the ability of the Purchaser to perform its obligations under this Note Purchase
Agreement.




12









 








ARTICLE VI




COVENANTS OF THE ISSUER AND THE DEPOSITOR




          SECTION VI.1. Information from the Issuer. So long as the Purchased Note remains
outstanding, the Issuer and the Depositor shall each furnish to the Purchaser:




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




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




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




          SECTION VI.2. Access to Information. So long as the Purchased Note remains
outstanding, each of the Issuer and the Depositor shall, at any time and from time to time during
regular business hours, or at such other reasonable times upon reasonable notice to the Issuer or
the Depositor, as applicable, permit the Purchaser, or their agents or representatives to:




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




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




          Except as provided in Section 10.05, information obtained by the Purchaser pursuant to this
Section 7.02 and Section 7.01 herein shall be held in confidence in accordance with and to the
extent provided in Sections 11.15 and 11.17 of the Sale and Servicing Agreement.




          SECTION VI.3. Ownership and Security Interests; Further Assurances. The Depositor
will take all action necessary to maintain the Issuer’s ownership interest in the Loans and the
other items sold pursuant to Article II of the Sale and Servicing Agreement. The Issuer will take
all action necessary to maintain the Indenture Trustee’s security interest in the Loans and the
other items pledged to the Indenture Trustee pursuant to the Indenture.




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




          SECTION VI.4. Covenants. The Issuer and the Depositor shall each duly observe and
perform each of their respective covenants set forth in each of the Basic Documents to which they
are parties.




13









 








          SECTION VI.5. Amendments. Neither the Issuer nor the Depositor shall make, or permit
any Person to make, any amendment, modification or change to, or provide any waiver under any Basic
Document to which the Issuer or the Depositor, as applicable, is a party without the prior written
consent of the Purchaser.




          SECTION VI.6. With Respect to the Exempt Status of the Purchased Note.




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




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




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




ARTICLE VII




ADDITIONAL COVENANTS




          SECTION VII.1. Legal Conditions to Closing. The parties hereto will take all
reasonable action necessary to obtain (and will cooperate with one another in obtaining) any
consent, authorization, permit, license, franchise, order or approval of, or any exemption by, any
Governmental Authority or any other Person, required to be obtained or made by it in connection
with any of the transactions contemplated by this Note Purchase Agreement.




          SECTION VII.2. Expenses.




          (9) Subject to the limitation on Due Diligence Fees set forth in Section 11.15 of the
Sale and Servicing Agreement, the Issuer and the Depositor jointly and severally covenant that,
whether or not the Closing takes place, except as otherwise expressly provided herein, all
reasonable costs and expenses incurred in connection with this Note Purchase Agreement and the
transactions contemplated hereby shall be paid by the Issuer or the Depositor.




14









 








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




          SECTION VII.3. Mutual Obligations. On and after the Closing, each party hereto will
do, execute and perform all such other acts, deeds and documents as the other party may from time
to time reasonably require in order to carry out the intent of this Note Purchase Agreement.




          SECTION VII.4. Restrictions on Transfer. The Purchaser agrees that it will comply
with the restrictions on transfer of the Purchased Note set forth in the Indenture and resell the
Purchased Note only in compliance with such restrictions.




          SECTION VII.5. Confidentiality. Each of the Purchaser, the Issuer and the Depositor
shall hold in confidence all
Confidential Information and shall not, at any time hereafter, use, disclose or divulge any such
information, knowledge or data to any Person except:





	 	(1)  	Information which at the time of disclosure is a part of the
public knowledge or literature and readily accessible;
	 
	 	(2)  	Information as required to be disclosed by a Governmental
Authority;
	 
	 	(3)  	Disclosure to a Person that has entered into a confidentiality
agreement, acceptable to the Purchaser, the Issuer and the Depositor; or
	 
	 	(4)  	Information that is deemed by the Purchaser reasonably
necessary to disclose in connection with its exercise of any rights or remedies
under the Basic Documents.





          SECTION 2.4. Information Provided by the Purchaser. The Purchaser hereby covenants to
determine One-Month LIBOR in accordance with the definition thereof in the Basic Documents and
shall give notice to the Indenture Trustee, the Issuer and the Depositor of the Interest Payment
Amount on each Determination Date. The Purchaser shall cause the Market Value Agent to give notice
to the Indenture Trustee, the Issuer and the Depositor of any Hedge Funding Requirement on or
before the Determination Date related to any Payment Date. In addition, on each Determination
Date, the Purchaser hereby covenants to give notice to the Indenture Trustee, the Issuer and the
Depositor of (i) the Issuer/Depositor Indemnities (as defined in the Trust Agreement), (ii) Due
Diligence Fees and (iii) the Collateral Value for each Loan for the related Payment Date.




15









 








ARTICLE VIII




INDEMNIFICATION




          SECTION VIII.1. Indemnification of Purchaser. Each of the Issuer and the Depositor
hereby agree to, jointly and severally, indemnify and hold harmless each Indemnified Party against
any and all losses, claims, damages, liabilities, expenses or judgments (including accounting fees
and reasonable legal fees and other expenses incurred in connection with this Note Purchase
Agreement or any other Basic Document and any action, suit or proceeding or any claim asserted)
(collectively, “Losses”), as incurred (payable promptly upon written request), for or on
account of or arising from or in connection with any information prepared by and furnished or to be
furnished by any of the Issuer, the Loan Originator or the Depositor, the Advance Trust, the
Advance Depositor or the Receivables Seller pursuant to or in connection with the transactions
contemplated hereby including, without limitation, such written information as may have been and
may be furnished in connection with any due diligence investigation with respect to the business,
operations, financial condition of the Issuer, the Loan Originator, the Depositor, the Advance
Trust, the Advance Depositor or the Receivables Seller or with respect to the Loans or the Advance
Note, to the extent such information contains any untrue statement of material fact or omits to
state a material fact necessary to make the statements
contained therein in the light of the circumstances under which such statements were made not
misleading, except with respect to any such information used by such Indemnified Party in violation
of the Basic Documents which results in such Losses. The indemnities contained in this Section 9.01
will be in addition to any liability which the Issuer or the Depositor may otherwise have pursuant
to this Note Purchase Agreement and any other Basic Document.




          SECTION VIII.2. Procedure and Defense. In case any action or proceeding
(including any governmental or regulatory investigation or proceeding) shall be instituted
involving any Indemnified Party in respect of which indemnity may be sought pursuant to Section
9.01, such Indemnified Party shall promptly notify the Issuer and the Depositor in writing and,
upon request of the Indemnified Party, the Issuer and the Depositor shall assume the defense
thereof, including the employment of counsel reasonably satisfactory to such Indemnified Party to
represent such Indemnified Party and any others the indemnifying party may designate and shall pay
the reasonable fees and disbursements of such counsel related to such proceeding; provided that
failure to give such notice or deliver such documents shall not affect the rights to indemnity
hereunder unless such failure materially prejudices the rights of the Indemnified Party. The
Indemnified Party will have the right to employ its own counsel in any such action in addition to
the counsel of the Issuer and/or the Depositor, but the reasonable fees and expenses of such
counsel will be at the expense of such Indemnified Party, unless (i) the employment of counsel by
the Indemnified Party at its expense has been reasonably authorized in writing by the Depositor or
the Issuer, (ii) the Depositor or the Issuer has not in fact employed counsel to assume the defense
of such action within a reasonable time after receiving notice of the commencement of the action or
(iii) the named parties to any such action or proceeding (including any impleaded parties) include
the Depositor or the Issuer and one or more Indemnified Parties, and the Indemnified Parties shall
have been advised by counsel that there may be one or more legal defenses available to them which
are different from or additional to those available to the Depositor or the Issuer. Reasonable
expenses of counsel to any Indemnified Party shall be reimbursed by the Issuer and the Depositor as
they are incurred. The Issuer and the Depositor shall not be liable for any settlement of any
proceeding affected without its written consent, but if settled with such consent or if there be a
final judgment for the plaintiff, the indemnifying party agrees to indemnify the Indemnified Party
from and against any loss or liability by reason of such settlement or judgment. Neither the
Issuer nor the Depositor will, without the prior written consent of the Indemnified Party, effect
any settlement of any pending or threatened





16









 








proceeding in respect of which any Indemnified Party is
or could have been a party and indemnity could have been sought hereunder by such Indemnified
Party, unless such settlement includes an unconditional release of such Indemnified Party from all
liability on claims that are the subject matter of such proceeding.




ARTICLE IX




MISCELLANEOUS




          SECTION IX.1. Amendments. No amendment or waiver of any provision of this Note
Purchase Agreement shall in any event be effective unless the same shall be in writing and signed
by all of the parties hereto, and then such
amendment, waiver or consent shall be effective only in the specific instance and for the specific
purpose for which given.




          SECTION IX.2. Notices. All notices and other communications provided for hereunder
shall, unless otherwise stated herein, be in writing (including telecopies) and mailed, telecopied
(with a copy delivered by overnight courier) or delivered, as to each party hereto, at its address
as set forth in Schedule I hereto or at such other address as shall be designated by such party in
a written notice to the other parties hereto. All such notices and communications shall be deemed
effective upon receipt thereof, and in the case of telecopies, when receipt is confirmed by
telephone.




          SECTION IX.3. No Waiver; Remedies. No failure on the part of any party hereto to
exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof; nor
shall any single or partial exercise of any right hereunder preclude any other or further exercise
thereof or the exercise of any other right. The remedies herein provided are cumulative and not
exclusive of any remedies provided by law.




          SECTION IX.4. Binding Effect; Assignability.




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




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




17









 








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




          SECTION IX.5. Provision of Documents and Information. Each of the Issuer and the
Depositor acknowledges and agrees that the Purchaser is permitted to provide to any subsequent
Purchaser, permitted assignees and Participants, opinions, certificates, documents and other
information relating to the Issuer, the Depositor and the Loans delivered to the Purchaser pursuant
to this Note Purchase
Agreement provided that with respect to Confidential Information, such subsequent Purchaser,
permitted assignees and Participants agree to be bound by Section 8.05 hereof.




          SECTION IX.6. GOVERNING LAW; JURISDICTION. THIS NOTE PURCHASE AGREEMENT SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE
TO ITS CONFLICT OF LAW PROVISIONS. EACH OF THE PARTIES TO THIS NOTE PURCHASE AGREEMENT HEREBY
AGREES TO THE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW
YORK AND ANY APPELLATE COURT HAVING JURISDICTION TO REVIEW THE JUDGMENTS THEREOF. EACH OF THE
PARTIES HEREBY WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS AND ANY OBJECTION TO VENUE OF ANY
ACTION INSTITUTED HEREUNDER IN ANY OF THE AFOREMENTIONED COURTS AND CONSENTS TO THE GRANTING OF
SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY SUCH COURT.




          SECTION IX.7. No Proceedings. Until the date that is one year and one day after the
last day on which any amount is outstanding under this Note Purchase Agreement, the Depositor and
the Purchaser hereby covenant and agree that they will not institute against the Issuer or the
Depositor, or join in any institution against the Issuer or the Depositor of, any bankruptcy,
reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings under any
United States federal or state bankruptcy or similar law.




          SECTION IX.8. Execution in Counterparts. This Note Purchase Agreement may be
executed in any number of counterparts and by different parties hereto in separate counterparts,
each of which when so executed shall be deemed to be an original and all of which when taken
together shall constitute one and the same agreement.




          SECTION IX.9. No Recourse — Purchaser and Depositor.




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





18









 








connection
therewith, against any stockholder, limited partner, employee, officer, director or incorporator of
the Purchaser.




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




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




          SECTION IX.10. Survival. All representations, warranties, covenants, guaranties and
indemnifications contained in this Note Purchase Agreement and in any document, certificate or
statement delivered pursuant hereto or in connection herewith shall survive the sale, transfer or
repayment of the Purchased Note.




          SECTION IX.11. Tax Characterization. Each party to this Note Purchase Agreement (a)
acknowledges and agrees that it is the intent of the parties to this Note Purchase Agreement that
for all purposes, including federal, state and local income, single business and franchise tax
purposes, the Purchased Note will be treated as evidence of indebtedness secured by the Loans and
proceeds thereof and the trust created under the Indenture will not be characterized as an
association (or publicly traded partnership) taxable as a corporation, (b) agrees to treat the
Purchased Note for federal, state and local income and franchise tax purposes as indebtedness and
(c) agrees that the provisions of all Basic Documents shall be construed to further these
intentions of the parties.




          SECTION IX.12. Conflicts. Notwithstanding anything contained herein to the contrary,
in the event of the conflict between the terms of the Sale and Servicing Agreement and this Note
Purchase Agreement, the terms of the Sale and Servicing Agreement shall control.




          SECTION IX.13. Limitation on Liability. It is expressly understood and agreed by
the parties hereto that (a) this Note Purchase Agreement is executed and delivered by Wilmington
Trust Company, not individually or personally, but solely as Owner Trustee of Option One Owner
Trust 2001-2, 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




19









 








any, being expressly waived by the parties hereto and by any Person claiming by,
through or under the parties hereto and (d) under no circumstances shall Wilmington Trust Company
be personally liable for the payment of any indebtedness or expenses of the Issuer or be liable for
the breach or failure of any obligation,
representation, warranty or covenant made or undertaken by the Issuer under this Note Purchase
Agreement or any other related documents.




20









 








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




	 	 	 	 	 
	 	 	OPTION ONE OWNER TRUST 2001-2
	 
	 	 	 	 
	

	 	By:
	 	Wilmington Trust Company, not in
its individual
capacity but solely as owner trustee
	 
	 	 	 	 
	

	 	By:	 	 
	

	 	 	 	 
	 	 	Name:
	 	 	Title:
	 
	 	 	 	 
	 	 	OPTION ONE LOAN WAREHOUSE

CORPORATION
	 
	 	 	 	 
	

	 	By:	 	 
	

	 	 	 	 
	 	 	Name:
	 	 	Title:
	 
	 	 	 	 
	 	 	BANK OF AMERICA, N.A.
	 
	 	 	 	 
	

	 	By:	 	 
	

	 	 	 	 
	 	 	Name:
	 	 	Title:






 









 






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




	 	 	 	 	 
	 	 	OPTION ONE OWNER TRUST 2001-2
	 
	 	 	 	 
	

	 	By:
	 	Wilmington Trust Company, not in
its individual
capacity but solely as owner trustee
	 
	 	 	 	 
	

	 	By:
	 	/s/ Patricia A. Evans
	

	 	 	 	 
	 	 	Name: Patricia A. Evans
	 	 	Title: Assistant Vice President
	 
	 	 	 	 
	 	 	OPTION ONE LOAN WAREHOUSE

CORPORATION
	 
	 	 	 	 
	

	 	By:
	 	/s/ Bob Fulton
	

	 	 	 	 
	 	 	Name: Bob Fulton
	 	 	Title: Assistant Secretary
	 
	 	 	 	 
	 	 	BANK OF AMERICA, N.A.
	 
	 	 	 	 
	

	 	By:
	 	/s/ Garrett Dolt
	

	 	 	 	 
	 	 	Name: Garret Dolt
	 	 	Title: Principal






 









 






Schedule I

Information for Notices





	1.  	if to the Issuer:






	 	   	Option One Owner Trust 2001-2

c/o Wilmington Trust Company

as Owner Trustee

One Rodney Square North

1100 North Market Street

Wilmington, Delaware 19890

Attention: Corporate Trust Administration

Telecopy:   (302) 636-4144

Telephone: (302) 651-1000






	     with a copy to:






	 	   	Option One Mortgage Corporation

3 Ada Road

Irvine, California 92618

Attention: William O’Neill

Telecopy:   (949) 790-7540

Telephone: (949) 790-7504






	2.  	if to the Depositor:






	 	   	Option One Loan Warehouse Corporation

3 Ada Road

Irvine, California 92618

Attention: William O’Neill

Telecopy:   (949) 790-7540

Telephone: (949) 790-7504






	3.  	if to the Purchaser:






	 	   	Bank of America, N.A.

901 Main Street

Dallas, Texas 75202

Attention: Garrett Dolt

Telecopy:   (214) 209-0338

Telephone: (214) 209-2664






II-1