exv10w7



 





EXHIBIT 10.7















INDENTURE




between




OPTION ONE OWNER TRUST 2003-5

as Issuer




and




WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION

as Indenture Trustee




Dated as of November 1, 2003




OPTION ONE OWNER TRUST 2003-5

MORTGAGE-BACKED NOTES
















 









 








TABLE OF CONTENTS




	 	 	 	 	 	 	 
	 	 	 	 	Page

	 
	 	ARTICLE I	 	 	 	 
	 
	 	DEFINITIONS	 	 	 	 
	Section 1.01.
	 	Definitions	 	 	-2-	 
	Section 1.02.
	 	Rules of Construction	 	 	-7-	 
	 
	 	ARTICLE II	 	 	 	 
	 
	 	GENERAL PROVISIONS WITH RESPECT TO THE NOTES	 	 	 	 
	Section 2.01.
	 	Method of Issuance and Form of Notes	 	 	-9-	 
	Section 2.02.
	 	Execution, Authentication, Delivery and Dating	 	 	-9-	 
	Section 2.03.
	 	Registration; Registration of Transfer and Exchange	 	 	-10-	 
	Section 2.04.
	 	Mutilated, Destroyed, Lost or Stolen Notes	 	 	-11-	 
	Section 2.05.
	 	Persons Deemed Noteholders	 	 	-11-	 
	Section 2.06.
	 	Payment of Principal and/or Interest; Defaulted Interest	 	 	-12-	 
	Section 2.07.
	 	Cancellation	 	 	-12-	 
	Section 2.08.
	 	Conditions Precedent to the Authentication of the Notes	 	 	-13-	 
	Section 2.09.
	 	Release of Collateral	 	 	-14-	 
	Section 2.10.
	 	Additional Note Principal Balance	 	 	-15-	 
	Section 2.11.
	 	Tax Treatment	 	 	-15-	 
	Section 2.12.
	 	Limitations on Transfer of the Notes	 	 	-15-	 
	 
	 	ARTICLE III	 	 	 	 
	 
	 	COVENANTS	 	 	 	 
	Section 3.01.
	 	Payment of Principal and/or Interest	 	 	-16-	 
	Section 3.02.
	 	Maintenance of Office or Agency	 	 	-16-	 
	Section 3.03.
	 	Money for Payments to Be Held in Trust	 	 	-16-	 
	Section 3.04.
	 	Existence	 	 	-18-	 
	Section 3.05.
	 	Protection of Collateral	 	 	-18-	 
	Section 3.06.
	 	Negative Covenants	 	 	-19-	 
	Section 3.07.
	 	Performance of Obligations; Servicing of Loans	 	 	-20-	 
	Section 3.08.
	 	Reserved	 	 	-21-	 
	Section 3.09.
	 	Annual Statement as to Compliance	 	 	-21-	 
	Section 3.10.
	 	Covenants of the Issuer	 	 	-21-	 
	Section 3.11.
	 	Servicer's Obligations	 	 	-22-	 
	Section 3.12.
	 	Restricted Payments	 	 	-22-	 
	Section 3.13.
	 	Treatment of Notes as Debt for All Purposes	 	 	-22-	 
	Section 3.14.
	 	Notice of Events of Default	 	 	-22-	 







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	 	 	 	 	Page

	Section 3.15.
	 	Further Instruments and Acts	 	 	-22-	 
	 
	 	ARTICLE IV	 	 	 	 
	 
	 	SATISFACTION AND DISCHARGE	 	 	 	 
	Section 4.01.
	 	Satisfaction and Discharge of Indenture	 	 	-22-	 
	Section 4.02.
	 	Application of Trust Money	 	 	-23-	 
	Section 4.03.
	 	Repayment of Moneys Held by Paying Agent	 	 	-24-	 
	 
	 	ARTICLE V	 	 	 	 
	 
	 	REMEDIES	 	 	 	 
	Section 5.01.
	 	Events of Default	 	 	-24-	 
	Section 5.02.
	 	Acceleration of Maturity; Rescission and Annulment	 	 	-26-	 
	Section 5.03.
	 	Collection of Indebtedness and Suits for Enforcement by Indenture Trustee	 	 	-26-	 
	Section 5.04.
	 	Remedies; Priorities	 	 	-28-	 
	Section 5.05.
	 	Optional Preservation of the Collateral	 	 	-30-	 
	Section 5.06.
	 	Limitation of Suits	 	 	-30-	 
	Section 5.07.
	 	Unconditional Rights of Noteholders to Receive Principal and/or Interest	 	 	-31-	 
	Section 5.08.
	 	Restoration of Rights and Remedies	 	 	-31-	 
	Section 5.09.
	 	Rights and Remedies Cumulative	 	 	-31-	 
	Section 5.10.
	 	Delay or Omission Not a Waiver	 	 	-31-	 
	Section 5.11.
	 	Control by Noteholders	 	 	-32-	 
	Section 5.12.
	 	Waiver of Past Defaults	 	 	-32-	 
	Section 5.13.
	 	Undertaking for Costs	 	 	-33-	 
	Section 5.14.
	 	Waiver of Stay or Extension Laws	 	 	-33-	 
	Section 5.15.
	 	Action on Notes	 	 	-33-	 
	Section 5.16.
	 	Performance and Enforcement of Certain Obligations	 	 	-33-	 
	 
	 	ARTICLE VI	 	 	 	 
	 
	 	THE INDENTURE TRUSTEE	 	 	 	 
	Section 6.01.
	 	Duties of Indenture Trustee	 	 	-34-	 
	Section 6.02.
	 	Rights of Indenture Trustee	 	 	-35-	 
	Section 6.03.
	 	Individual Rights of Indenture Trustee	 	 	-36-	 
	Section 6.04.
	 	Indenture Trustee's Disclaimer	 	 	-36-	 
	Section 6.05.
	 	Notices of Default	 	 	-36-	 
	Section 6.06.
	 	Reports by Indenture Trustee to Holders	 	 	-36-	 
	Section 6.07.
	 	Compensation and Indemnity	 	 	-36-	 
	Section 6.08.
	 	Replacement of Indenture Trustee	 	 	-37-	 
	Section 6.09.
	 	Successor Indenture Trustee by Merger	 	 	-38-	 
	Section 6.10.
	 	Appointment of Co-Indenture Trustee or Separate Indenture Trustee	 	 	-38-	 







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	 	 	 	 	Page

	Section 6.11.
	 	Eligibility	 	 	-39-	 
	 
	 	ARTICLE VII	 	 	 	 
	 
	 	NOTEHOLDERS’ LISTS AND REPORTS	 	 	 	 
	Section 7.01.
	 	Issuer to Furnish Indenture Trustee Names and Addresses of Noteholders	 	 	-40-	 
	Section 7.02.
	 	Preservation of Information	 	 	-40-	 
	Section 7.03.
	 	144A Information	 	 	-40-	 
	 
	 	ARTICLE VIII	 	 	 	 
	 
	 	ACCOUNTS, DISBURSEMENTS AND RELEASES	 	 	 	 
	Section 8.01.
	 	Collection of Money	 	 	-40-	 
	Section 8.02.
	 	Trust Accounts; Distributions	 	 	-41-	 
	Section 8.03.
	 	General Provisions Regarding Trust Accounts	 	 	-41-	 
	Section 8.04.
	 	The Paying Agent	 	 	-42-	 
	Section 8.05.
	 	Release of Collateral	 	 	-42-	 
	Section 8.06.
	 	Opinion of Counsel	 	 	-43-	 
	 
	 	ARTICLE IX	 	 	 	 
	 
	 	SUPPLEMENTAL INDENTURES	 	 	 	 
	Section 9.01.
	 	Supplemental Indentures Without the Consent of the Noteholders	 	 	-43-	 
	Section 9.02.
	 	Supplemental Indentures with Consent of Noteholders	 	 	-44-	 
	Section 9.03.
	 	Execution of Supplemental Indentures	 	 	-45-	 
	Section 9.04.
	 	Effect of Supplemental Indentures	 	 	-45-	 
	Section 9.05.
	 	Reference in Notes to Supplemental Indentures	 	 	-45-	 
	 
	 	ARTICLE X	 	 	 	 
	 
	 	REDEMPTION OF NOTES; PUT OPTION	 	 	 	 
	Section 10.01.
	 	Redemption	 	 	-46-	 
	Section 10.02.
	 	Form of Redemption Notice	 	 	-46-	 
	Section 10.03.
	 	Notes Payable on Redemption Date	 	 	-46-	 
	Section 10.04.
	 	Put Option	 	 	-46-	 
	Section 10.05.
	 	Form of Put Option Notice	 	 	-47-	 
	Section 10.06.
	 	Notes Payable on Put Date	 	 	-47-	 
	 
	 	ARTICLE XI	 	 	 	 
	 
	 	MISCELLANEOUS	 	 	 	 







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	 	 	 	 	Page

	Section 11.01.
	 	Compliance Certificates and Opinions, etc	 	 	-47-	 
	Section 11.02.
	 	Form of Documents Delivered to Indenture Trustee	 	 	-48-	 
	Section 11.03.
	 	Acts of Noteholders	 	 	-48-	 
	Section 11.04.
	 	Notices, etc., to Indenture Trustee and Issuer	 	 	-49-	 
	Section 11.05.
	 	Notices to Noteholders; Waiver	 	 	-49-	 
	Section 11.06.
	 	Effect of Headings and Table of Contents	 	 	-50-	 
	Section 11.07.
	 	Successors and Assigns	 	 	-50-	 
	Section 11.08.
	 	Separability	 	 	-50-	 
	Section 11.09.
	 	Benefits of Indenture	 	 	-50-	 
	Section 11.10.
	 	Legal Holidays	 	 	-50-	 
	Section 11.11.
	 	GOVERNING LAW	 	 	-50-	 
	Section 11.12.
	 	Counterparts	 	 	-50-	 
	Section 11.13.
	 	Recording of Indenture	 	 	-50-	 
	Section 11.14.
	 	Trust Obligation	 	 	-51-	 
	Section 11.15.
	 	No Petition	 	 	-51-	 
	Section 11.16.
	 	Inspection	 	 	-51-	 
	Section 11.17.
	 	Limitation on Liability	 	 	-51-	 







EXHIBITS




	 	 	 
	EXHIBIT A

	 	Form of Notes
	EXHIBIT B-1

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

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

	 	Form of Transfer Affidavit
	EXHIBIT C

	 	Form of Securities Legend








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INDENTURE




          INDENTURE dated as of November 1, 2003 (the “Indenture”), between OPTION
ONE OWNER TRUST 2003-5, a Delaware statutory trust, as Issuer (the “Issuer”),
and WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION, as Indenture Trustee (the
“Indenture Trustee”).



WITNESSETH THAT:




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



GRANTING CLAUSE




          Subject to the terms of this Indenture, the Issuer hereby Grants on the
Closing Date, to the Indenture Trustee, as Indenture Trustee for the benefit of
the Noteholders, all of the Issuer’s right, title and interest, whether now
owned or hereafter acquired, in and to: (i) such Loans as from time to time are
subject to the Sale and Servicing Agreement as listed in the Loan Schedule, as
the same may be amended or supplemented on each Transfer Date and by the
removal of Deleted Loans and Unqualified Loans and by the addition of Qualified
Substitute Loans, together with the Servicer’s Loan Files and the Custodial
Loan Files relating thereto and all proceeds thereof, (ii) the Mortgages and
security interests in the Mortgaged Properties, (iii) all payments in respect
of interest and principal with respect to each Loan received on or after the
related Transfer Cut-off Date, (iv) such assets as from time to time are
identified as Foreclosure Property, (v) such assets and funds as are from time
to time deposited in or credited to the Distribution Account, Collection
Account and the Transfer Obligation Account, including, without limitation,
amounts on deposit in or credited to such accounts that are invested in
Permitted Investments (including, without limitation, all security entitlements
(as defined in Section 8-102(17) of the UCC) of the Issuer therein), (vi)
lenders’ rights under all Mortgage Insurance Policies and to any Mortgage
Insurance Proceeds, (vii) Net Liquidation Proceeds and Released Mortgaged
Property Proceeds, (viii) all right, title and interest of the Trust (but none
of the obligations) in and to the obligations of Hedging Counterparties under
Hedging Instruments; (ix) all right, title and interest of each of the
Depositor, the Loan Originator and the Trust in and under the Basic Documents
including, without limitation, the obligations of the Loan Originator under the
Loan Purchase and Contribution Agreement and/or the Master Disposition
Confirmation Agreement, and all proceeds of any of the foregoing, (x) all
right, title and interest of the Issuer in and to the Sale and Servicing
Agreement, including the Issuer’s right to cause the Loan Originator to
repurchase Loans from the Issuer under certain circumstances described therein,
(xi) all other Property of the Trust from time to time and (xii) all present
and future claims, demands, causes of action and choses in action in respect of
any or all of the foregoing and all payments on or under and all proceeds of
every kind and nature whatsoever in respect of any or all of the foregoing,
including all proceeds of the conversion thereof, voluntary or involuntary,
into cash or other liquid property, all cash and noncash proceeds (each as
defined in Section 9-102(a) of the UCC), accounts, accounts receivable, notes,
drafts, acceptances, chattel paper, checks,
deposit accounts, insurance proceeds, payment intangibles, securities
accounts, condemnation awards, rights to payment of any and every kind and
other forms of obligations and receivables,



 









 




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




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



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



ARTICLE I




DEFINITIONS




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



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



          “Additional Note Principal Balance” As defined in the Sale and Servicing
Agreement.



          “Administration Agreement” means the Administration Agreement dated as of
November 1, 2003, between the Issuer and the Administrator.



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



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



          “Basic Documents” As defined in the Sale and Servicing Agreement.



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



          “Change of Control” means the acquisition by any Person, or two or more
Persons acting in concert, of beneficial ownership (within the meaning of Rule
13d-3 of the Securities and



-2-









 




Exchange Commission under the Securities Exchange Act of 1934) of outstanding
shares of voting stock of the Loan Originator at any time if after giving
effect to such acquisition (i) such Person or Persons owns twenty percent (20%)
or more of such outstanding voting stock or (ii) H&R Block, Inc. does not own
more than fifty percent (50%) of such outstanding shares of voting stock.




          “Clean-up Call Date” As defined in the Sale and Servicing Agreement.



          “Closing” means November 14, 2003.



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



          “Commission” means the Securities and Exchange Commission.



          “Corporate Trust Office” means the principal office of the Indenture
Trustee at which at any particular time its corporate trust business shall be
administered, which office at date of execution of this Indenture is located,
for note transfer purposes, at Sixth Street and Marquette Avenue, Minneapolis,
Minnesota 55479, Attention: Option One Owner Trust 2003-5, telecopy number:
(612) 667-6282, telephone number: (800) 344-5128, and for all other purposes,
at 9062 Old Annapolis Road, Columbia, Maryland 21045, Attention: Option One
Owner Trust 2003-5, telecopy number: (410) 715-2380, telephone number: (410)
884-2000, or at such other address as the Indenture Trustee may designate from
time to time by notice to the Noteholders and the Issuer, or the principal
corporate trust office of any successor Indenture Trustee at the address
designated by such successor Indenture Trustee by notice to the Noteholders and
the Issuer.



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



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



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



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



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



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



-3-









 




Vice President, the Secretary or the Treasurer of such entity and (iv) any
partnership, any general partner thereof.




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



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



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



          “Indenture” means this Indenture and any amendments hereto.



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



          “Issuer” means Option One Owner Trust 2003-5.



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






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



          “Majority Certificateholders” As defined in the Sale and Servicing Agreement.



          “Maturity Date” means, with respect to the Notes, 364 days after the
commencement of the Revolving Period.



          “Maximum Note Principal Balance” As defined in the Note Purchase Agreement.



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



          “Note Interest Rate” means for each Accrual Period, a per annum interest
rate equal to One-Month LIBOR for the related LIBOR Determination Date plus the
LIBOR Margin and, if applicable, the Default LIBOR Margin for such Accrual
Period.




-4-









 





          “Note Principal Balance” As defined in the Sale and Servicing Agreement.



          “Note Purchase Agreement” means the Note Purchase Agreement dated
as of November 14, 2003, among the Issuer, the Depositor and Citigroup Global Markets
Realty Corp.



          “Note Redemption Amount” As defined in the Sale and Servicing Agreement.



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



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



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



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



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




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




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




     (iii) Notes in exchange for or in lieu of which other Notes have been
authenticated and delivered pursuant to this Indenture unless proof
satisfactory to the Indenture Trustee is presented that any such Notes are held
by a bona fide purchaser; provided, however, that in determining whether the
Noteholders representing the requisite Percentage Interests of the Outstanding
Notes have given any request, demand, authorization, direction, notice, consent
or waiver hereunder or under any Basic Document, Notes owned by the Issuer, any
other obligor upon the Notes, the Depositor or any Affiliate of any of the
foregoing Persons shall be disregarded and deemed not to be Outstanding, except
that, in determining whether the Indenture Trustee shall be protected in
relying upon any such request, demand, authorization, direction, notice,
consent or waiver, only Notes that the Indenture Trustee



-5-









 





actually knows to be owned in such manner shall be disregarded. Notes owned in
such manner that have been pledged in good faith may be regarded as Outstanding
if the pledgee certifies to the Indenture Trustee (y) that the pledgee has the
right so to act with respect to such Notes and (z) that the pledgee is not the
Issuer, any other obligor upon the Notes, the Depositor or any Affiliate of any
of the foregoing Persons.



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



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



          “Payment Date” As defined in the Sale and Servicing Agreement.



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



          “Person” As defined in the Sale and Servicing Agreement.



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



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



          “Record Date” As defined in the Sale and Servicing Agreement.



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



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



          “Revolving Period” As defined in the Sale and Servicing Agreement.



-6-









 





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



          “Sale and Servicing Agreement” means the Sale and Servicing Agreement
dated as of November 1, 2003, among the Issuer, the Depositor, the Servicer,
the Loan Originator and the Indenture Trustee on behalf of the Noteholders.



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



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



          “Termination Price” As defined in the Sale and Servicing Agreement.



          “Transfer Date” As defined in the Sale and Servicing Agreement.



          “Trust Agreement” means the Trust Agreement dated as of November 1, 2003,
between the Depositor and the Owner Trustee.



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



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



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



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




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




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




     (iii) “or” is not exclusive;




     (iv) “including” means including without limitation;




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




     (vi) any agreement, instrument or statute defined or referred to herein or
in any instrument or certificate delivered in connection herewith means such
agreement, instrument or statute as from time to time amended, modified or
supplemented (as provided in such agreements) and includes (in the case of
agreements or instruments) references to all



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attachments thereto and instruments incorporated therein; references to a
Person are also to its permitted successors and assigns.



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ARTICLE II




GENERAL PROVISIONS WITH RESPECT TO THE NOTES




          Section 2.01. Method of Issuance and Form of Notes.



          (a) The Notes shall be designated generally as the “Option One Owner Trust
2003-5 Mortgage-Backed Notes” of the Issuer. Each Note shall bear upon its face
the designation so selected for the Notes. All Notes shall be identical in all
respects except for the denominations thereof. All Notes issued under this
Indenture shall be in all respects equally and ratably entitled to the benefits
thereof without preference, priority or distinction on account of the actual
time or times of authentication and delivery, all in accordance with the terms
and provisions of this Indenture.



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



          Each Note shall be dated the date of its authentication.



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



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



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



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



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



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



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



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authorized signatories, and such certificate upon any Note shall be conclusive
evidence, and the only evidence, that such Note has been duly authenticated and
delivered hereunder.



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



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



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



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



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



          Every Note presented or surrendered for registration of transfer or
exchange shall be duly endorsed by, or be accompanied by a written instrument
of transfer in the form attached to the form of Note attached as Exhibit A
hereto duly executed by the Holder thereof or such Holder’s attorney duly
authorized in writing, with such signature guaranteed by an “eligible guarantor
institution” meeting the requirements of the Securities Transfer Agents’
Medallion Program (“STAMP”).



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



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



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



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



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



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



          Section 2.05. Persons Deemed Noteholders. Prior to due presentment for
registration of transfer of any Note, the Issuer, the Indenture Trustee and any
agent of the Issuer or the Indenture Trustee may treat the Person in the name
of which any Note is registered (as of the day of determination) as the
Noteholder for the purpose of receiving payments of principal of and interest,
if any, on such Note and for all other purposes whatsoever, whether or not such
Note be overdue,



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and none of the Issuer, the Indenture Trustee or any agent of the Issuer or the
Indenture Trustee shall be affected by notice to the contrary.



          Section 2.06. Payment of Principal and/or Interest; Defaulted
Interest.



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



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



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



          Section 2.07. Cancellation. All Notes surrendered for payment,
registration of transfer, exchange or redemption shall, if surrendered to any
Person other than the Indenture Trustee, be delivered to the Indenture Trustee
and shall promptly be canceled by the Indenture Trustee. The Issuer may at any
time deliver to the Indenture Trustee for cancellation any Notes previously
authenticated and delivered hereunder which the Issuer may have acquired in any
manner whatsoever, and all Notes so delivered shall promptly be canceled by the Indenture Trustee. No Notes
shall be authenticated in lieu of or in exchange for any Notes canceled as
provided in this Section 2.07, except as expressly permitted by this Indenture.
All canceled Notes may be held or disposed of by the Indenture Trustee in
accordance with its standard retention or disposal policy as



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in effect at the time unless the Issuer shall direct by an Issuer Order that
they be destroyed or returned to it; provided, however, that such Issuer Order
is timely and the Notes have not been previously disposed of by the Indenture
Trustee.



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



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



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



          (c) An executed counterpart of each Basic Document;



          (d) One or more Opinions of Counsel addressed to the Indenture Trustee to
the effect that:




     (i)
all conditions precedent provided for in this Indenture relating to the authentication of the Notes have been complied with;







     (ii) the Owner Trustee has power and authority to execute, deliver and
perform its obligations under the Trust Agreement;




     (iii) the Issuer has been duly formed, is validly existing as a statutory
trust under the laws of the State of Delaware, 12 Del. C. Section 3801 et seq.,
and has power, authority and legal right to execute and deliver this Indenture,
the Note Purchase Agreement, the Custodial Agreement, the Administration
Agreement and the Sale and Servicing Agreement;




     (iv) assuming due authorization, execution and delivery hereof by the
Indenture Trustee, the Indenture is a valid, legal and binding obligation of
the Issuer, enforceable in accordance with its terms, subject to bankruptcy,
insolvency, reorganization, arrangement, moratorium, fraudulent or preferential
conveyance and other similar laws of general application affecting the rights
of creditors generally and to general principles of equity (regardless of
whether such enforcement is considered in a Proceeding in equity or at law);




     (v) the Notes, when executed and authenticated as provided herein and
delivered against payment therefor, will be the valid, legal and binding
obligations of the Issuer pursuant to the terms of this Indenture, entitled to
the benefits of this Indenture, and will be enforceable in accordance with
their terms, subject to bankruptcy, insolvency, reorganization, arrangement,
moratorium, fraudulent or preferential conveyance and other similar laws of
general application affecting the rights of creditors generally and to general
principles of equity (regardless of whether such enforcement is considered in a
Proceeding in equity or at law);



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     (vi) Reserved;




     (vii) this Indenture is not required to be qualified under the Trust Indenture
Act;




     (viii) no authorization, approval or consent of any governmental body
having jurisdiction in the premises which has not been obtained by the issuer
is required to be obtained by the Issuer for the valid issuance and delivery of
the Notes, except that no opinion need be expressed with respect to any such
authorizations, approvals or consents as may be required under any state
securities or “blue sky” laws; and




     (ix) any other matters that the Indenture Trustee may reasonably
request.



          (e) An Officer’s Certificate complying with the requirements of Section
11.01 hereof and stating that:




     (i) the Issuer is not in Default under this Indenture and the issuance of
the Notes applied for will not result in any breach of any of the terms,
conditions or provisions of, or constitute a default under, the Trust
Agreement, any indenture, mortgage, deed of trust or other agreement or
instrument to which the Issuer is a party or by which it is bound, or any order
of any court or administrative agency entered in any Proceeding to which the
Issuer is a party or by which it may be bound or to which it may be subject,
and that all conditions precedent provided in this Indenture relating to the
authentication and delivery of the Notes applied for have been complied with;




     (ii) the Issuer is the owner of all of the Loans, has not assigned any
interest or participation in the Loans (or, if any such interest or
participation has been assigned, it has been released) and has the right to
Grant all of the Loans to the Indenture Trustee;




     (iii) the Issuer has Granted to the Indenture Trustee all of its right,
title and interest in and to the Collateral, and has delivered or caused the
same to be delivered to the Indenture Trustee; and




     (iv) all conditions precedent provided for in this Indenture relating to
the authentication of the Notes have been complied with.



          Section 2.09. Release of Collateral. (a) Except as otherwise provided by
the terms of the Basic Documents, the Indenture Trustee shall release the
Collateral from the lien of this Indenture only upon receipt of an Issuer Request
accompanied by the written consent of the Majority Noteholders in accordance
with the procedures set forth in the Custodial Agreement. To the extent it
deems necessary, the Indenture Trustee may seek direction from the Initial
Noteholder with regard to the release of Collateral other than the Custodial
Loan File.



          (b) The Indenture Trustee shall, if requested by the Servicer, temporarily
release or cause the Custodian temporarily to release to the Servicer the
Custodial Loan File pursuant to the provisions of Section 5(b) of the Custodial
Agreement upon compliance by the Servicer with the provisions thereof;
provided, however, that the Custodian’s records shall indicate the Issuer’s
pledge to the Indenture Trustee under the Indenture.




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



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



          Section 2.11. Tax Treatment. The Issuer has entered into this Indenture,
and the Notes will be issued, with the intention that for all purposes,
including federal, state and local income, single business and franchise tax
purposes, the Notes will qualify as indebtedness of the Issuer secured by the
Collateral. The Issuer, by entering into this Indenture, and each Noteholder,
by its acceptance of a Note, agree to treat the Notes for all purposes,
including federal, state and local income, single business and franchise tax
purposes, as indebtedness of the Issuer. The Indenture Trustee will have no
responsibility for filing or preparing any tax returns.



          Section 2.12. Limitations on Transfer of the Notes.



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



          (b) The Note Registrar shall not register the transfer of any Note unless
the Indenture Trustee has received a certificate from the transferee to the
effect that either (i) the transferee is not an employee benefit plan or other
retirement plan or arrangement subject to Title I of the Employee Retirement
Income Security Act of 1974, as amended, or Section 4975 of the Internal
Revenue Code of 1986, as amended (each, a “Plan”), and is not acting on behalf
of or



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investing the assets of a Plan or (ii) if the transferee is a Plan or is acting
on behalf of or investing the assets of a Plan, either that no prohibited
transaction within the meaning of Section 406(a) of ERISA or Section 4975 of
the Code would occur upon the transfer of the Note or that the conditions for
exemptive relief under a prohibited transaction exemption has been satisfied,
including, but not limited to, Prohibited Transaction Class Exemption (“PTCE”)
96-23 (relating to transactions effected by an “in-house asset manager”), PTCE
95-60 (relating to transactions involving insurance company general accounts),
PTCE 91-38 (relating to transactions involving bank collective investment
funds), PTCE 90-1 (relating to transactions involving insurance company pooled
separate accounts) and PTCE 84-14 (relating to transactions effected by a
“qualified professional asset manager”).




ARTICLE III




COVENANTS




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



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



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



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



          The Issuer will cause each Paying Agent other than the Indenture Trustee
to execute and deliver to the Indenture Trustee an instrument in which such
Paying Agent shall agree with the



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Indenture Trustee (and if the Indenture Trustee acts as Paying Agent, it hereby
so agrees), subject to the provisions of this Section 3.03, that such Paying
Agent will:





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




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




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




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




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



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



          Subject to applicable laws with respect to escheat of funds or abandoned
property, any money held by the Indenture Trustee or any Paying Agent in trust
for the payment of any amount due with respect to any Note and remaining
unclaimed for two years after such amount has become due and payable shall be
discharged from such trust and be paid to the Issuer on Issuer Request; and the
Holder of such Note shall thereafter, as an unsecured general creditor, look
only to the Issuer for payment thereof (but only to the extent of the amounts
so paid to the Issuer), and all liability of the Indenture Trustee or such
Paying Agent with respect to such trust money shall thereupon cease; provided,
however, that the Indenture Trustee or such Paying Agent, before being required
to make any such repayment, shall at the expense and direction of the Issuer
cause to be published, once in a newspaper of general circulation in the City
of New York customarily published in the English language on each Business Day,
notice that such money remains unclaimed and that, after a date specified
therein, which shall not be less than 30 days from the date of such
publication, any unclaimed balance of such money then remaining will be repaid
to the Issuer. The Indenture



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Trustee shall also adopt and employ any other reasonable means of notification
of such repayment (including, but not limited to, mailing notice of such
repayment to Noteholders whose Notes have been called but have not been
surrendered for redemption or whose right to or interest in moneys due and
payable but not claimed at the last address of record for each such Noteholder
determinable from the records of the Indenture Trustee or of any Paying Agent).
Any costs and expenses of the Indenture Trustee and the Paying Agent incurred
in the holding of such funds shall be charged against such funds. Monies so
held shall not bear interest.




          Section 3.04. Existence. (a) Subject to subparagraph (b) of this Section
3.04, the Issuer will keep in full effect its existence, rights and franchises
as a statutory trust under the laws of the State of Delaware (unless it
becomes, or any successor Issuer hereunder is or becomes, organized under the
laws of any other State or of the United States of America, in which case the
Issuer will keep in full effect its existence, rights and franchises under the
laws of such other jurisdiction) and will obtain and preserve its qualification
to do business in each jurisdiction in which such qualification is or shall be
necessary to protect the validity and enforceability of this Indenture, the
Notes and the Collateral. The Issuer shall comply in all respects with the
covenants contained in the Trust Agreement, including without limitation, the “special purpose
entity” set forth in Section 4.1 thereof.



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



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



          Section 3.05. Protection of Collateral. The Issuer will from time to time
execute and deliver all such reasonable supplements and amendments hereto and
all such financing statements, continuation statements, instruments of further
assurance and other instruments, and will take such other action necessary or
advisable to:




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




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




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




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




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



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



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




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




     (ii) claim any credit on, or make any deduction from the principal or
interest payable in respect of, the Notes (other than amounts properly withheld
from such payments under the Code) or assert any claim against any present or former
Noteholder by reason of the payment of the taxes levied or assessed upon any
part of the Trust Estate;




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




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




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




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




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




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



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



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



          (b) The Issuer may contract with or otherwise obtain the assistance of
other Persons (including, without limitation, the Administrator under the
Administration Agreement) to assist it in performing its duties under this
Indenture, and any performance of such duties by a Person identified to the
Indenture Trustee in an Officer’s Certificate of the Issuer shall be deemed to
be action taken by the Issuer. Initially, the Issuer has contracted with the
Servicer and the Administrator to assist the Issuer in performing its duties
under this Indenture.



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



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



          (e) Reserved.



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



          (g) Without derogating from the absolute nature of the assignment
granted to the Indenture Trustee under this Indenture or the rights of the Indenture Trustee
hereunder, the Issuer



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agrees (i) that it will not, without the prior written consent of the Indenture
Trustee, amend, modify, waive, supplement, terminate or surrender, or agree to
any amendment, modification, supplement, termination, waiver or surrender of,
the terms of any Collateral (except to the extent otherwise permitted by the Sale and Servicing Agreement)
or the Basic Documents, or waive timely performance or observance by the
Servicer or the Depositor under the Sale and Servicing Agreement; and (ii) that
any such amendment shall not (A) increase or reduce in any manner the amount
of, or accelerate or delay the timing of, distributions that are required to be
made for the benefit of the Noteholders or (B) reduce the aforesaid percentage
of the Notes that is required to consent to any such amendment, without the
consent of Noteholders evidencing 100% Percentage Interests of the Outstanding
Notes. If any such amendment, modification, supplement or waiver shall so be
consented to by the Indenture Trustee, the Issuer agrees, promptly following a
request by the Indenture Trustee to do so, to execute and deliver, in its own
name and at its own expense, such agreements, instruments, consents and other
documents as the Indenture Trustee may deem necessary or appropriate in the
circumstances.




          Section 3.08. Reserved.



          Section 3.09. Annual Statement as to Compliance. So long as the Notes are
Outstanding, the Issuer will deliver to the Indenture Trustee, within 120 days
after the end of each fiscal year of the Issuer (commencing with the fiscal
year beginning on May 1, 2003), an Officer’s Certificate stating, as to the
Authorized Officer signing such Officer’s Certificate, that:




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




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



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



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



          Section 3.12. Restricted Payments. The Issuer shall not, directly or
indirectly, (i) pay any dividend or make any distribution (by reduction of
capital or otherwise), whether in cash, property, securities or a combination
thereof, to the Owner Trustee or any owner of a beneficial interest in the
Issuer or otherwise with respect to any ownership or equity interest or
security in or



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of the Issuer or to the Servicer, (ii) redeem, purchase, retire or otherwise
acquire for value any such ownership or equity interest or security or (iii)
set aside or otherwise segregate any amounts for any such purpose; provided,
however, that the Issuer may make, or cause to be made, (x) distributions to
the Servicer, the Indenture Trustee, the Owner Trustee and the Noteholders and
the holders of the Trust Certificates as contemplated by, and to the extent
funds are available for such purpose under, the Sale and Servicing Agreement or
the Trust Agreement and (y) payments to the Administrator pursuant to Section 4
of the Administration Agreement. The Issuer will not, directly or indirectly,
make or cause to be made payments to or distributions from the Distribution
Account except in accordance with this Indenture and the Basic Documents.




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



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



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



ARTICLE IV




SATISFACTION AND DISCHARGE




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



          (A) either




	(1)	 	all Notes theretofore authenticated and delivered (other than
(i) Notes that have been destroyed, lost or stolen and that have
been replaced
or paid as provided in Section 2.04 hereof and (ii) Notes for the
payment of which money has theretofore been deposited in trust or
segregated and held in trust by the Issuer and thereafter repaid
to the Issuer or discharged from such trust, as provided in
Section 3.03




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hereof) shall have been delivered to the Indenture Trustee
for cancellation; or



(2)  all Notes not theretofore delivered to the Indenture Trustee
for cancellation




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





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



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



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



          Section 4.03. Repayment of Moneys Held by Paying Agent. In connection with
the satisfaction and discharge of this Indenture with respect to the Notes, all
moneys then held by any Paying Agent other than the Indenture Trustee under the
provisions of this Indenture with respect




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to such Notes shall, upon demand of the Issuer, be paid to the Indenture Trustee to be held and applied according to Section 3.03 hereof and thereupon such Paying Agent shall be released from all further liability with respect to such moneys.




ARTICLE V




REMEDIES




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



               (a) notwithstanding any insufficiency of funds in the Distribution Account
for payment thereof on the related Payment Date, default in the payment of any
interest on any Note when the same becomes due and payable; or



               (b) notwithstanding any insufficiency of funds in the Distribution Account
for payment thereof on the related Payment Date, default in the payment of any
installment of the Overcollateralization Shortfall of any Note (i) on any
Payment Date or (ii) on the Maturity Date, or, to the extent that there are
funds available in the Distribution Account therefor, default in the payment of
any installment of the principal of any Note from such available funds, as a
result of the occurrence of a Rapid Amortization Trigger; or



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



               (d) default in the observance or performance of any covenant or agreement of the
Issuer made in any Basic Document to which it is a party (other than a covenant
or agreement, a default in the observance or performance of which is elsewhere
in this Section 5.01 specifically dealt with), or any representation or
warranty of the Issuer made in any Basic Document to which it is a party or in
any certificate or other writing delivered pursuant thereto or in connection
therewith proving to have been incorrect in any material respect as of the time
when the same shall have been made, and such default shall continue or not be
cured, or the circumstance or condition in respect of which such
misrepresentation or warranty was incorrect shall not have been eliminated or
otherwise cured, for a period of 30 days after there shall have been given, by
registered or certified mail, to the Issuer by the Indenture Trustee, or to the
Issuer, the Depositor and the
Indenture Trustee by Noteholders evidencing at least 25% Percentage Interests
of the Outstanding Notes, a written notice specifying such default or incorrect
representation or warranty and requiring it to be remedied and stating that
such notice is a notice of Default hereunder; or



               (e) default in the observance or performance of any covenant or agreement
of the Depositor or the Loan Originator made in any Basic Document to which it
is a party or any representation or warranty of the Depositor (except as
otherwise expressly provided in the Basic Documents with respect to
representations and warranties regarding the Loans) or Loan Originator made in
any Basic Document to which they are a party, proving to have been incorrect in
any material respect as of the time when the same shall have been made, and
such default shall continue or not be cured, or the circumstance or condition
in respect of which such misrepresentation or



-24-









 







warranty was incorrect shall not have been eliminated or otherwise cured, for a
period of 30 days (or five days in the case of the failure of the Loan
Originator to make a payment in respect of the Transfer Obligation) after there
shall have been given, by registered or certified mail, to the Issuer and the
Depositor by the Indenture Trustee, or to the Issuer, the Depositor and the
Indenture Trustee by Noteholders evidencing at least 25% Percentage Interests
of the Outstanding Notes, a written notice specifying such Default or incorrect
representation or warranty and requiring it to be remedied and stating that
such notice is a notice of Default hereunder; or



               (f) default in the observance or performance of any covenant or agreement
of the Loan Originator made in any repurchase agreement, loan and security
agreement or other similar credit facility agreement entered into by the Loan
Originator and any third party for borrowed funds in excess of $10,000,000,
including any default which entitles any party to require acceleration or
prepayment of any indebtedness thereunder; or



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



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



               (i) a Change of Control of the Loan Originator; or



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



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



               Section 5.02. Acceleration of Maturity; Rescission and Annulment.
If an Event of
Default should occur and be continuing, then and in every such case the
Indenture Trustee, at the



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direction or upon the prior written consent of the Majority Noteholders, may
declare all the Notes to be immediately due and payable, by a notice in writing
to the Issuer (and to the Indenture Trustee if given by Noteholders), and upon
any such declaration, the unpaid principal amount of such Notes, together with
accrued and unpaid interest thereon through the date of acceleration, shall
become immediately due and payable.



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



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




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





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



               Section 5.03. Collection of Indebtedness and Suits for Enforcement by
Indenture Trustee. (a) The Issuer covenants that if (i) default is made in the
payment of any interest on any Note when the same becomes due and payable, and
such default continues for a period of five days, or (ii) default is made in
the payment of the principal of or any installment of the principal of any Note
when the same becomes due and payable, the Issuer will, upon demand of the
Indenture Trustee, pay to the Indenture Trustee, for the benefit of the
Noteholders, the whole amount then due and payable on such Notes for principal
and/or interest, with interest upon the overdue principal and, to the extent
payment at such rate of interest shall be legally enforceable, upon overdue
installments of interest at the rate borne by the Notes and in addition thereto
such further amount as shall be sufficient to cover the costs and expenses of
collection, including the reasonable compensation, expenses, disbursements and
advances of the Indenture Trustee and its agents and counsel.



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



-26-









 





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



               (d) In case there shall be pending, relative to the Issuer or any other
obligor upon the Notes or any Person having or claiming an ownership interest
in the Collateral, Proceedings under Title 11 of the United States Code or any
other applicable federal or state bankruptcy, insolvency or other similar law,
or in case a receiver, assignee or trustee in bankruptcy or reorganization,
liquidator, sequestrator or similar official shall have been appointed for or
taken possession of the Issuer or its property or such other obligor or Person,
or in case of any other comparable judicial Proceedings relative to the Issuer
or other obligor upon the Notes, or to the creditors or property of the Issuer
or such other obligor, the Indenture Trustee, irrespective of whether the
principal of any Notes shall then be due and payable as therein expressed or by
declaration or
otherwise and irrespective of whether the Indenture Trustee shall have
made any demand pursuant to the provisions of this Section 5.03, shall be
entitled and empowered by intervention in such Proceedings or otherwise:




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




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




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




          (iv) to file such proofs of claim and other papers or documents as may be
necessary or advisable in order to have the claims of the Indenture Trustee or
the Noteholders allowed in any judicial proceedings relative to the Issuer, its
creditors and its property; and any trustee, receiver, liquidator, custodian or
other similar official in any such Proceeding is hereby authorized by each of
such Noteholders to make payments to the Indenture Trustee and, in the event
that the Indenture Trustee shall consent to the making of payments directly to
such Noteholders, to pay to the Indenture Trustee such amounts as shall be
sufficient to cover reasonable compensation to the Indenture Trustee, each
predecessor



-27-









 







Indenture Trustee and their respective agents, attorneys and counsel, and all
other expenses and liabilities incurred and all advances made by the Indenture
Trustee and each predecessor Indenture Trustee except as a result of negligence
or bad faith.



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



               (f) All rights of action and of asserting claims under this Indenture, or
under any of the Notes, may be enforced by the Indenture Trustee without the
possession of any of the Notes or the production thereof in any trial or other
Proceedings relative thereto, and any such action or Proceedings instituted by
the Indenture Trustee shall be brought in its own name as trustee of an express
trust, and any recovery of judgment, subject to the payment of the expenses,
disbursements and compensation of the Indenture

Trustee, each predecessor Indenture Trustee and their respective agents,
attorneys and counsel, shall be for the ratable benefit of the Noteholders.



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



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




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




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




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




          (iv) sell the Collateral or any portion thereof or rights or interest
therein in a commercially reasonable manner, at one or more public or private
sales called and conducted in any manner permitted by law; provided, however,
that the Indenture Trustee may not sell or otherwise liquidate the Collateral
following an Event of Default, unless (A) the Holders of 100% Percentage
Interests of the Outstanding Notes consent thereto, (B) the proceeds of such
sale or liquidation distributable to the Noteholders are sufficient to
discharge in full all amounts then due and unpaid upon such Notes for principal
and/or interest or (C) the



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Indenture Trustee determines that the Collateral will not continue to provide
sufficient funds for the payment of principal of and interest on the Notes as
they would have become due if the Notes had not been declared due and payable,
and the Indenture Trustee obtains the consent of Holders of not less than
66-2/3% Percentage Interests of the Outstanding Notes. In determining such
sufficiency or insufficiency with respect to clause (B) and (C) of this
subsection (a)(iv), the Indenture Trustee may, but need not, obtain and rely
upon an opinion of an Independent investment banking or accounting firm of
national reputation as to the feasibility of such proposed action and as to the
sufficiency of the Collateral for such purpose.



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




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




          SECOND: the Hedge Funding Requirement to the appropriate Hedging
Counterparties;




          THIRD: to the Noteholders pro rata, all amounts in respect of interest due
and owing under the Notes;




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




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




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



               The Indenture Trustee may fix a record date and payment date for any
payment to be made to the Noteholders pursuant to this Section 5.04. At least
15 days before such record date,



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the Indenture Trustee shall mail to each Noteholder and the Issuer a notice
that states the record date, the payment date and the amount to be paid.



               Section 5.05. Optional Preservation of the Collateral. If the Notes have
been declared to be due and payable under Section 5.02 hereof following an
Event of Default and such declaration and its consequences have not been
rescinded and annulled, the Indenture Trustee may, but need not, elect to
maintain possession of the Collateral. It is the desire of the parties hereto
and the Noteholders that there be at all times sufficient funds for the payment
of principal of and interest on the Notes, and the Indenture Trustee shall take
such desire into account when determining whether or not to maintain possession
of the Collateral. In determining whether to maintain possession of the
Collateral, the Indenture Trustee may, but need not, obtain and rely upon an
opinion of an Independent investment banking or accounting firm of national
reputation as to the feasibility of such proposed action and as to the
sufficiency of the Collateral for such
purpose.



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



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



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



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



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



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



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



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



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               Section 5.07. Unconditional Rights of Noteholders to Receive Principal
and/or Interest. Notwithstanding any other provisions in this Indenture, any
Noteholder shall have the right, which is absolute and unconditional, to
receive payment of the principal of and interest, if any, on such Note on or
after the applicable Maturity Date thereof expressed in such Note or in this
Indenture (or, in the case of redemption, on or after the Redemption Date) and
to institute suit for the enforcement of any such payment, and such right shall
not be impaired without the consent of such Noteholder.



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



               Section 5.09. Rights and Remedies Cumulative. No right or remedy herein
conferred upon or reserved to the Indenture Trustee or to the Noteholders is
intended to be exclusive of any other right or remedy, and every right and
remedy shall, to the extent permitted by law, be cumulative and in addition to
every other right and remedy given hereunder or now or hereafter existing at
law or in equity or otherwise. The assertion or employment of any right or
remedy hereunder, or otherwise, shall not prevent the concurrent assertion or
employment of any other appropriate right or remedy.



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



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



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



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



               (c) if the conditions set forth in Section 5.05 hereof have been
satisfied and the Indenture Trustee elects to retain the Collateral pursuant to such Section,
then any direction to the


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Indenture Trustee by Holders of Notes representing Percentage Interests of the
Outstanding Notes of less than 100% to sell or liquidate the Collateral shall
be of no force and effect; and



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



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



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



               Section 5.12. Waiver of Past Defaults. The Majority Noteholders may waive
any past Default or Event of Default and its consequences, except a Default (a)
in the payment of principal of or interest on any of the Notes or (b) in
respect of a covenant or provision hereof that cannot be modified or amended
without the consent of each Noteholder. In the case of any such waiver, the
Issuer, the Indenture Trustee and Noteholders shall be restored to their former
positions and rights hereunder, respectively; but no such waiver shall extend
to any subsequent or other Default or impair any right consequent thereto.



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



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



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



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



               Section 5.16. Performance and Enforcement of Certain Obligations.



               (a) Promptly following a request from the Indenture Trustee to do so and
at the Administrator’s expense, the Issuer shall take all such lawful action as
the Indenture Trustee may request to compel or secure the performance and
observance by the Loan Originator and the Servicer, as applicable, of each of
their obligations to the Issuer under or in connection with the Sale and
Servicing Agreement or the Loan Purchase and Contribution Agreement, and to
exercise any and all rights, remedies, powers and privileges lawfully available
to the Issuer under or in connection with the Sale and Servicing Agreement to
the extent and in the manner directed by the Indenture Trustee, including the
transmission of notices of default on the part of the Loan Originator or the
Servicer thereunder and the institution of legal or administrative actions or
proceedings to compel or secure performance by the Loan Originator or the
Servicer of each of their obligations under the Sale and Servicing Agreement
and the Loan Purchase and Contribution Agreement.



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



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ARTICLE VI




THE INDENTURE TRUSTEE




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



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




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




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



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




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




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




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




          (iv) Reserved.



               (d) Reserved.



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



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



               (g) No provision of this Indenture shall require the Indenture Trustee to
expend or risk its own funds or otherwise incur financial liability in the
performance of any of its duties hereunder or in the exercise of any of its
rights or powers, if it shall have reasonable grounds to believe that repayment
of such funds or adequate indemnity against such risk or liability is not



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reasonably assured to it; provided, however, that the Indenture Trustee shall
not refuse or fail to perform any of its duties hereunder solely as a result of
nonpayment of its normal fees and expenses and provided, further, that nothing
in this Section 6.01(g) shall be construed to limit the exercise by the
Indenture Trustee of any right or remedy permitted under this Indenture or
otherwise in the event of the Issuer’s failure to pay the Indenture Trustee’s
fees and expenses pursuant to Section 6.07 hereof.



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



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



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



               (b) Before the Indenture Trustee acts or refrains from acting, it may
require an Officer’s Certificate or an Opinion of Counsel. The Indenture
Trustee shall not be liable for any action it takes or omits to take in good
faith in reliance on an Officer’s Certificate or Opinion of Counsel.



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



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



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



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



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



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



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



               Section 6.07. Compensation and Indemnity. As compensation for its services
hereunder, the Indenture Trustee shall be entitled to receive, on each Payment
Date, the Indenture Trustee’s Fee pursuant to Section 8.02(c) hereof (which
compensation shall not be limited by any law on compensation of a trustee of an
express trust) and shall be entitled to reimbursement by the Servicer for all
reasonable out-of-pocket expenses incurred or made by it, including costs of
collection, in addition to the compensation for its services. Such expenses
shall include the reasonable compensation and expenses, disbursements and
advances of the Indenture Trustee’s agents, counsel, accountants and experts.
The Issuer agrees to cause the Servicer to indemnify the Indenture Trustee, the
Paying Agent and their officers, directors, employees and agents against any
and all loss, liability or expense (including reasonable attorneys’ fees)
incurred by it or them in connection with the administration of this trust and
the performance of its or their duties under the Basic Documents. The Indenture
Trustee shall notify the Issuer and the Servicer promptly of any claim for
which it may seek indemnity. Failure by the Indenture Trustee so to notify the
Issuer and the Servicer shall not relieve the Issuer or the Servicer of its or
their obligations hereunder. The Issuer shall, or shall cause the Servicer to, defend any such claim; provided, however, that if
the defendants with respect to any such claim include the Issuer and/or the
Servicer and the Indenture Trustee, and the Indenture Trustee shall have
reasonably concluded that there may be legal defenses available to it which are
different from or in addition to those defenses available to the Issuer or the
Servicer, as the case may be, the Indenture Trustee shall have the right, at
the expense of the Servicer, to select separate counsel to assert such legal
defenses and to otherwise defend itself against such claim. Neither the Issuer
nor the Servicer need reimburse any expense or indemnify against any loss,
liability or expense incurred by the Indenture Trustee through the Indenture
Trustee’s own willful misconduct, negligence or bad faith.



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




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



          Section 6.08. Replacement of Indenture Trustee. No resignation or removal
of the Indenture Trustee and no appointment of a successor Indenture Trustee
shall become effective until the acceptance of appointment by the successor
Indenture Trustee pursuant to this Section 6.08. The Indenture Trustee may
resign at any time by so notifying the Issuer. The Majority Noteholders may
remove the Indenture Trustee (with the consent of the Majority
Certificateholders, not to be unreasonably withheld) by so notifying the
Indenture Trustee and may appoint a successor Indenture Trustee; provided, that
all of the reasonable costs and expenses incurred by the Indenture Trustee in
connection with such removal shall be reimbursed to it prior to the
effectiveness of such removal. The Issuer shall remove the Indenture Trustee
if:



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



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



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



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



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



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



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



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



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



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



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



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



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



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




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



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




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



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



          (d) Any separate trustee or co-trustee may at any time constitute the
Indenture Trustee its agent or attorney-in-fact with full power and authority,
to the extent not prohibited by law, to do any lawful act under or in respect
of this Indenture on its behalf and in its name. If any separate trustee or
co-trustee shall die, become incapable of acting, resign or be removed, all of
its estates, properties, rights, remedies and trusts shall vest in and be
exercised by the Indenture Trustee, to the extent permitted by law, without
the appointment of a new or successor trustee.



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



ARTICLE VII




NOTEHOLDERS’ LISTS AND REPORTS




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



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



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          Section 7.03. 144A Information.



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



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



ARTICLE VIII




ACCOUNTS, DISBURSEMENTS AND RELEASES




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



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



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



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



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distributions as specified in Section 5.01(c)(3) of the Sale and Servicing
Agreement in accordance with the terms thereof.




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



          (e) Reserved.



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



          Section 8.03. General Provisions Regarding Trust Accounts. (a) All or a
portion of the funds in the Collection Account and the Transfer Obligation
Account shall be invested in Permitted Investments in accordance with the
provisions of Section 5.03(b) of the Sale and Servicing Agreement. The
Indenture Trustee will not make any investment of any funds or sell any
investment held in the Collection Account or the Transfer Obligation Account
(other than in Permitted Investments in accordance with Section 5.03(b) of the
Sale and Servicing Agreement) unless the security interest Granted and
perfected in such account will continue to be perfected in such investment or
the proceeds of such sale, in either case without any further action by any
Person, as evidenced by an Opinion of Counsel delivered to the Indenture
Trustee by the Initial Noteholder or the Servicer, as the case may be.



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



          (c) If (i) the Initial Noteholder or the Servicer, as the case may be,
shall have failed to give investment directions for any funds on deposit in the
Collection Account or the Transfer Obligation Account to the Indenture Trustee
by 2:00 p.m. New York City time (or such other time as may be agreed by the
Issuer and Indenture Trustee) on any Business Day unless the Servicer is then
acting as Paying Agent with respect to such accounts or (ii) a Default or Event
of Default shall have occurred and be continuing with respect to the Notes but
the Notes shall not have been declared due and payable pursuant to Section 5.02
hereof or (iii) if such Notes shall have been declared due and payable
following an Event of Default, amounts collected or receivable from the
Collateral are being applied in accordance with Section 5.05 hereof as if there
had not been such a declaration, then the Indenture Trustee shall, to the
fullest extent practicable, invest and reinvest funds in the Collection Account
and the Transfer Obligation Account in one or more Permitted Investments
specified in item (3) in the definition thereof.



          Section 8.04. The Paying Agent. The initial Paying Agent shall be the
Servicer. The Paying Agent may be removed by the Initial Noteholder in its sole
discretion at any time. Upon removal of the Paying Agent, the Initial
Noteholder will appoint a successor Paying Agent within 30 days; provided that
the Indenture Trustee will be the Paying Agent until such successor is



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appointed. Upon receiving written notice from the Initial Noteholder that the
Paying Agent has been terminated, the Indenture Trustee will immediately
terminate the Paying Agent’s access to any and all Trust Accounts.




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



          (b) The Indenture Trustee shall, at such time as there are no Notes
Outstanding and all sums due to the Noteholders (and their Affiliates), the
Initial Noteholder, the Sales Agents, the Indenture Trustee, the Owner Trustee
and the Custodian under the Basic Documents have been paid, release any
remaining portion of the Collateral that secured the Notes from the lien of
this Indenture and release to the Issuer or any other Person entitled thereto
any funds then on deposit in the Trust Accounts. At such time as the lien of
this Indenture is released, the Indenture Trustee shall cause a termination
statement to be filed in any jurisdiction where a UCC financing statement has
been filed hereunder with respect to the Collateral. The Indenture Trustee
shall release property from the lien of this Indenture pursuant to this
subsection (b) only upon receipt of an Issuer Request accompanied by an
Officer’s Certificate and an Opinion of Counsel meeting the applicable
requirements of Section 11.01 hereof.



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



ARTICLE IX




SUPPLEMENTAL INDENTURES




          Section 9.01. Supplemental Indentures Without the Consent of the
Noteholders.
Without the consent of any Noteholder but with prior notice to the Majority
Noteholders, the Issuer



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and the Indenture Trustee, at any time and from time to time, may enter into
one or more indentures supplemental hereto, in form satisfactory to the
Indenture Trustee, for any of the following purposes:





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




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




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




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




     (v) to cure any ambiguity, to correct or supplement any provision herein
or in any supplemental indenture that may be inconsistent with any other
provision herein or in any supplemental indenture or to make any other
provisions with respect to matters or questions arising under this Indenture or
in any supplemental indenture; provided, however, that such action shall not
adversely affect the interests of the Noteholders; or




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



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



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



          (a) change the date of payment of any installment of principal of or
interest on any Note, or reduce the principal balance thereof, the interest
rate thereon or the Termination Price with respect thereto, change the
provisions of this Indenture relating to the application of collections on, or
the proceeds of the sale of, the Collateral to payment of principal of or
interest on the Notes, or change any place of payment where, or the coin or
currency in which, any Note or the interest thereon is payable, or impair the
right to institute suit for the enforcement of the provisions of this



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Indenture requiring the application of funds available therefor, as provided in
Article V
hereof, to the payment of any such amount due on the Notes on or after the
respective due dates thereof (or, in the case of redemption, on or after the
Redemption Date);




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



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



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



          (e) modify any provision of this Section 9.02 except to increase any
percentage specified herein or to provide that certain additional provisions of
this Indenture or the Basic Documents cannot be modified or waived without the
consent of the Holder of each Outstanding Note affected thereby;



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



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



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



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



          Section 9.03. Execution of Supplemental Indentures. In executing, or
permitting the additional trusts created by, any supplemental indenture
permitted by this
Article IX or the modification thereby of the trusts created by this
Indenture, the Indenture Trustee shall be entitled



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to receive, and subject to Sections 6.01 and 6.02 hereof, shall be fully
protected in relying upon, an Opinion of Counsel stating that the execution of
such supplemental indenture is authorized or permitted by this Indenture. The
Indenture Trustee may, but shall not be obligated to, enter into any such
supplemental indenture that affects the Indenture Trustee’s own rights, duties,
liabilities or immunities under this Indenture or otherwise.




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



          Section 9.05. Reference in Notes to Supplemental Indentures. Notes
authenticated and delivered after the execution of any supplemental indenture
pursuant to this Article IX may, and if required by the Indenture Trustee
shall, bear a notation in form approved by the Indenture Trustee as to any
matter provided for in such supplemental indenture. If the Issuer or the
Indenture Trustee shall so determine, new Notes so modified as to conform, in
the opinion of the Indenture Trustee and the Issuer, to any such supplemental
indenture may be prepared and executed by the Issuer and authenticated and
delivered by the Indenture Trustee in exchange for Outstanding Notes.



ARTICLE X




REDEMPTION OF NOTES; PUT OPTION




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



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



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



          All notices of redemption shall state:




     (i) the Redemption Date;



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




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



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



          Section 10.03. Notes Payable on Redemption Date. The Notes to be redeemed
shall, following notice of redemption as required by Section 10.02 hereof (in
the case of redemption pursuant to Section 10.01) hereof, on the Redemption
Date become due and payable at the Note Redemption Amount and (unless the
Issuer shall default in the payment of the Note Redemption Amount) no interest
shall accrue thereon for any period after the date to which accrued interest is
calculated for purposes of calculating the Note Redemption Amount. The Issuer
may not redeem the Notes unless all outstanding obligations under the Notes
have been paid in full.



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



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



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



ARTICLE XI




MISCELLANEOUS




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



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been complied with and (ii) an Opinion of Counsel stating that in the opinion
of such counsel all such conditions precedent, if any, have been complied with.




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




	(1)	 	a statement that each signatory of such certificate or
opinion has read or has caused to be read such covenant or
condition and the definitions herein relating thereto;
	 
	(2)	 	a brief statement as to the nature and scope of the
examination or investigation upon which the statements or
opinions contained in such certificate or opinion are based;
	 
	(3)	 	a statement that, in the opinion of each such signatory, such
signatory has made such examination or investigation as is
necessary to enable such signatory to express an informed opinion
as to whether or not such covenant or condition has been complied
with; and
	 
	(4)	 	a statement as to whether, in the opinion of each such
signatory, such condition or covenant has been complied with.





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



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



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



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



          Section 11.03. Acts of Noteholders. (a) Any request, demand,
authorization, direction, notice, consent, waiver or other action provided by
this Indenture to be given or taken by Noteholders may be embodied in and
evidenced by one or more instruments of substantially similar tenor signed by
such Noteholders in person or by agents duly appointed in writing; and except
as herein otherwise expressly provided, such action shall become effective when
such instrument or instruments are delivered to the Indenture Trustee, and,
where it is hereby expressly required, to the Issuer. Such instrument or
instruments (and the action embodied therein and evidenced thereby) are herein
sometimes referred to as the “Act” of the Noteholders signing such instrument
or instruments. Proof of execution of any such instrument or of a writing
appointing any such agent shall be sufficient for any purpose of this Indenture
and (subject to Section 6.01 hereof) conclusive in favor of the Indenture
Trustee and the Issuer, if made in the manner provided in this Section 11.03.



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



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



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



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




     (i) the Indenture Trustee by any Noteholder or by the Issuer shall
be sufficient for every purpose hereunder if made, given, furnished or
filed in writing (including by facsimile) to or with the Indenture
Trustee at P.O. Box 98, Columbia, Maryland 21046, Attention: Option One
Owner Trust 2003-5, with a copy to it at its Corporate Trust Office, or




     (ii) the Issuer by the Indenture Trustee or by any Noteholder shall be
sufficient for every purpose hereunder if in writing and made, given,
furnished, filed or transmitted via



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facsimile to the Issuer at: Option One Owner Trust 2003-5, c/o Wilmington Trust
Company as Owner Trustee, One Rodney Square North, 1100 North Market Street,
Wilmington, Delaware 19890, Attention: Corporate Trust Department, telecopy
number: (302) 636-4144, telephone number: (302) 636-1000, or at any other
address or facsimile number previously furnished in writing to the Indenture
Trustee by the Issuer or the Administrator. The Issuer shall promptly transmit
any notice received by it from the Noteholders to the Indenture Trustee.



          Section 11.05. Notices to Noteholders; Waiver. Where this Indenture
provides for notice to Noteholders of any event, such notice shall be
sufficiently given (unless otherwise herein expressly provided) if in writing
and mailed, first-class, postage prepaid to each Noteholder affected by such
event, at his address as it appears on the Note Register, not later than the
latest date, and not earlier than the earliest date, prescribed for the giving
of such notice. In any case where notice to Noteholders is given by mail,
neither the failure to mail such notice nor any defect in any notice so mailed
to any particular Noteholder shall affect the sufficiency of such notice with
respect to other Noteholders, and any notice that is mailed in the manner
herein provided shall conclusively be presumed to have duly been given.



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



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



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



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



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



          Section 11.09. Benefits of Indenture. Nothing in this Indenture or in the
Notes, express or implied, shall give to any Person, other than the parties
hereto and their successors hereunder, and the Noteholders, and any other party
secured hereunder, and any other Person with



-49-









 





an ownership interest in any part of the Collateral, any benefit or any legal
or equitable right, remedy or claim under this Indenture.




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



          Section 11.11. GOVERNING LAW. THIS INDENTURE SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS
CONFLICT OF LAW PROVISIONS, OTHER THAN SECTION 5-1401 OF THE GENERAL
OBLIGATIONS LAW, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES
HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.



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



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



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



-50-









 





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



          Section 11.16. Inspection. The Issuer agrees that, on reasonable prior
notice, it will permit any representative of the Indenture Trustee, during the
Issuer’s normal business hours, to examine all the books of account, records,
reports and other papers of the Issuer, to make copies and extracts therefrom,
to cause such books to be audited by Independent certified public accountants,
and to discuss the Issuer’s affairs, finances and accounts with the Issuer’s
officers, employees, and Independent certified public accountants, all at such
reasonable times and as often as may reasonably be requested and at the expense
of the Servicer. The Indenture Trustee shall and shall cause its
representatives to hold in confidence all such information except to the extent
disclosure may be required by law (and all reasonable applications for
confidential treatment are unavailing) and except to the extent that the
Indenture Trustee may reasonably determine that such disclosure is consistent
with its obligations hereunder.



          Section 11.17. Limitation on Liability. It is expressly understood and
agreed by the parties hereto that (a) this Indenture is executed and delivered
by Wilmington Trust Company, not individually or personally, but solely as
Owner Trustee of Option One Owner Trust 2003-5, in the exercise of the powers
and authority conferred
and vested in it, (b) each of the representations, undertakings and
agreements herein made on the part of the Issuer is made and intended not as
personal representations, undertakings and agreements by Wilmington Trust
Company but is made and intended for the purpose for binding only the Issuer,
(c) nothing herein contained shall be construed as creating any liability on
Wilmington Trust Company, individually or personally, to perform any covenant
either expressed or implied contained herein, all such liability, if any, being
expressly waived by the parties hereto and by any Person claiming by, through
or under the parties hereto and (d) under no circumstances shall Wilmington
Trust Company be personally liable for the payment of any indebtedness or
expenses of the Issuer or be liable for the breach or failure of any
obligation, representation, warranty or covenant made or undertaken by the
Issuer under this Indenture or any other related documents.




-51-










 






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



	 	 	 	 	 
	 	 	OPTION ONE OWNER TRUST 2003-5
	 
	 	 	 	 
	

	 	By:
	 	Wilmington Trust Company not in its
	

	 	 	 	individual capacity but solely as Owner
	

	 	 	 	Trustee
	 
	 	 	 	 
	

	 	By:	 	/s/ Joann A. Rozell 
	

	 	 	 	

	

	 	Name:	 	Joann A. Rozell 
	

	 	Title:	 	Finanical Services Officer 
	 
	 	 	 	 
	 	 	WELLS FARGO BANK MINNESOTA, NATIONAL
	 	 	ASSOCIATION, as Indenture Trustee
	 
	 	 	 	 
	

	 	By:	 	/s/ Amy Doyle
	

	 	 	 	

	

	 	Name:	 	Amy Doyle 
	

	 	Title:	 	Vice President 







 









 






	 	 	 	 	 
	STATE
OF Delaware

	 	)	 	 
	

	 	 ) ss.:

	COUNTY
OF New Castle

	 	)	 	 







          BEFORE ME, the undersigned authority, a Notary Public in and for said
county and state, on this day personally
appeared Joann A. Rozell, known to me to be the
person and officer whose name is subscribed to the foregoing instrument and
acknowledged to me that the same was the act of the said Wilmington Trust
Company, a Delaware banking corporation, not in its individual capacity, but
solely as Owner Trustee on behalf of OPTION ONE OWNER TRUST 2003-5, a Delaware
statutory trust, and that such person executed the same as the act of said
statutory trust for the purpose and consideration therein expressed, and in the
capacities therein stated.



          GIVEN
UNDER MY HAND AND SEAL OF OFFICE,
this 11th day of November, 2003.



	 	 	 
	
	 	/s/ Kathleen A. Pedelini

	

	 	Notary Public
	 
	 	 
	(Seal)
	 	 
	
KATHLEEN A. PEDELINI
NOTARY PUBLIC-DELAWARE
My Commission Expires Oct.
31, 2006
	 	 
	 
	 	 
	My commission expires:
	 	 
	 
	 	 
	

	 	 







 









 







	 	 	 	 	 
	STATE
OF MD

	 	)	 	 
	

	 	 ) ss.:

	COUNTY
OF Howard

	 	)	 	 







          BEFORE ME, the undersigned authority, a Notary Public in and for said
county and state, on this day personally
appeared Amy Doyle, known to me to be the
person and officer whose name is subscribed to the foregoing instrument and
acknowledged to me that the same was the act of WELLS FARGO BANK MINNESOTA,
NATIONAL ASSOCIATION, and that such person executed the same as the act of said
corporation for the purpose and consideration therein stated.



          GIVEN
UNDER MY HAND AND SEAL OF OFFICE, this 14thday of November, 2003.



	 	 	 
	

	 	/s/ Peter A. Gobell

	

	 	Notary Public
	 
	 	 
	(Seal)
	 	 
	 
	 	 
	My commission expires:
	 	 
	 
	 	 
	2/28/05

	 	 
	PETER
A. GOBELL
NOTARY PUBLIC
HOWARD COUNTY
MARYLAND 
 MY
COMMISSION EXPIRES FEBRUARY 28, 2005
	 	 







 









 






EXHIBIT A




FORM OF NOTE



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



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



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



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




A-1









 







BEEN SATISFIED INCLUDING BUT NOT LIMITED TO, PROHIBITED TRANSACTION CLASS
EXEMPTION (“PTCE”) 96-23 (RELATING TO TRANSACTIONS EFFECTED BY AN “IN-HOUSE
ASSET MANAGER”), PTCE 95-60 (RELATING TO TRANSACTIONS INVOLVING INSURANCE
COMPANY GENERAL ACCOUNTS), PTCE 91-38 (RELATING TO TRANSACTIONS INVOLVING BANK
COLLECTIVE INVESTMENT FUNDS), PTCE 90-1 (RELATING TO TRANSACTIONS INVOLVING
INSURANCE COMPANY POOLED SEPARATE ACCOUNTS) AND PTCE 84-14 (RELATING TO
TRANSACTIONS EFFECTED BY A “QUALIFIED PROFESSIONAL ASSET MANAGER”).




A-2









 








Maximum Note Principal Balance: $                    

Initial Percentage Interest:           %

No.                     



OPTION ONE OWNER TRUST 2003-5




MORTGAGE-BACKED NOTES




          OPTION ONE OWNER TRUST 2003-5, a Delaware statutory trust (the “Issuer”),
for value received, hereby promises to pay
to      
       , or registered assigns (the
“Noteholder”), the principal sum
of            
($       ) or so much thereof as may be advanced and outstanding hereunder and to pay
interest on such principal sum or such part thereof as shall remain unpaid from
time to time, at the rate and at the times provided in the Sale and Servicing
Agreement and the Indenture. Principal of this Note is payable on each Payment
Date in an amount equal to the result obtained by multiplying (i) the
Percentage Interest of this Note by (ii) the principal amount distributed in
respect of such Payment Date.



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



          Capitalized terms used but not defined herein have the meanings set forth
in the Indenture (the “Indenture”), dated as of November 1, 2003 between the
Issuer and Wells Fargo Bank Minnesota, National Association, as Indenture
Trustee (the “Indenture Trustee”) or, if not defined therein, the Sale and
Servicing Agreement (the “Sale and Servicing Agreement”), dated as of November
1, 2003 among the Issuer, the Depositor, the Servicer, the Loan Originator and
the Indenture Trustee on behalf of the Noteholders.



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



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



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



A-3









 




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




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



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



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



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



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



A-4









 





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



Date: November __, 2003




	 	 	 	 	 
	 	 	OPTION ONE OWNER TRUST 2003-5
	 
	 	 	 	 
	

	 	By:
	 	Wilmington Trust Company, not in its
	

	 	 	 	individual capacity but solely as Owner
	

	 	 	 	Trustee under the Trust Agreement
	 
	 	 	 	 
	

	 	By:	 	 
	

	 	 	 	

	

	 	 	 	                    Authorized Signatory







INDENTURE TRUSTEE’S CERTIFICATE OF AUTHENTICATION




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




Date: November __, 2003




	 	 	 	 	 
	 	 	WELLS FARGO BANK MINNESOTA, NATIONAL
	 	 	ASSOCIATION, not in its individual
	 	 	capacity but solely as Indenture Trustee
	 
	 	 	 	 
	

	 	By:	 	 
	

	 	 	 	

	

	 	 	 	                    Authorized Signatory







 









 






[Reverse of Note]




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



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



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



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



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



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



A-6









 





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



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



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



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



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



A-7









 





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



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



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



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



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



A-8









 





ASSIGNMENT




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




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









(name and address of assignee)



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



Dated:                    




	 	 	 
	

	 	*/
	

	 	

	 
	 	 
	

	 	Signature Guaranteed:
	 
	 	 
	

	 	*/
	

	 	











*/NOTICE: The signature to this assignment must correspond with the name of the
registered owner as it appears on the face of the within Note in every
particular, without alteration, enlargement or any change whatever. Such
signature must be guaranteed by an “eligible guarantor institution” meeting the
requirements of STAMP.




A-9









 








Schedule to Note

dated as of November, 2003

of OPTION ONE OWNER TRUST 2003-5




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

	 
	 	 	 	 	 	 	100	%	 	 	 	 	 	 	 	 







A-10









 






EXHIBIT B-1




FORM OF RULE 144A TRANSFEROR CERTIFICATE




Wells Fargo Bank Minnesota,
National Association

Sixth Street and Marquette Avenue

Minneapolis, Minnesota 55479

Attention: Corporate Trust Services - Option One Owner Trust 2003-5



     Re: Option One Owner Trust 2003-5



     Reference
is hereby made to the Indenture dated as of November 1, 2003
(the “Indenture”) between Option One Owner Trust
2003-5 (the  “Trust”) and Wells
Fargo Bank Minnesota, National Association (the “Indenture Trustee”).
Capitalized terms used but not defined herein shall have the meanings given to
them in the Sale and Servicing Agreement dated as of November 1, 2003 among the
Trust, Option One Loan Warehouse Corporation (the “Depositor”), Option One
Mortgage Corporation (the “Servicer” and the “Loan Originator”) and the
Indenture Trustee.



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



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



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



	 	 	 	 	 
	 	 	

	 	 	[Name of Transferor]
	 
	 	 	 	 
	

	 	By:	 	 
	

	 	 	 	

	

	 	Name:	 	 
	

	 	Title:	 	 
	 
	 	 	 	 
	Dated:                    ,                    
	 	 	 	 







B-1-1




 









 






EXHIBIT B-2




FORM OF TRANSFEREE CERTIFICATE FOR

INSTITUTIONAL ACCREDITED INVESTOR




Wells Fargo Bank Minnesota, National
Association

Sixth Street and Marquette Avenue

Minneapolis, Minnesota 55479

Attention: Corporate Trust Services - Option One Owner Trust 2003-5



     Re: Option One Owner Trust 2003-5



     In
connection with our proposed purchase of
$       Note Principal Balance
Mortgage-Backed Notes (the “Offered Notes”) issued by Option One Owner Trust
2003-5, we confirm that:




	(1)	 	We understand that the Offered Notes have not been, and will not be,
registered under the Securities Act of 1933, as amended (the “1933 Act”) or any
state securities laws, and may not be sold except as permitted in the following
sentence. We agree, on our own behalf and on behalf of any accounts for which
we are acting as hereinafter stated, that if we should sell any Offered Notes
we will do so only (A) pursuant to a registration statement which has been
declared effective under the 1933 Act, (B) for so long as the Offered Notes are
eligible for resale pursuant to Rule 144A under the 1933 Act, to a Person we
reasonably believe is a “qualified institutional buyer” as defined in Rule 144A
that purchases for its own account or for the account of a qualified
institutional buyer to whom notice is given that the transfer is being made in
reliance on Rule 144A or (C) to an institutional “accredited investor” within
the meaning of subparagraph (a)(1), (2), (3) or (7) of Rule 501 under the 1933
Act (an “Institutional Accredited Investor”) that is acquiring the Offered
Notes for its own account, or for the account of such an Institutional
Accredited Investor, for investment purposes and not with a view to, or for
offer or sale in connection with, any distribution in violation of the 1933
Act, in each case in compliance with the requirements of the Indenture dated as
of November 1, 2003 between Option One Owner Trust 2003-5 and Wells Fargo Bank
Minnesota, National Association, as Indenture Trustee, and applicable state
securities laws; and we further agree, in the capacities stated above, to
provide to any person purchasing any of the Offered Notes from us a notice
advising such purchaser that resales of the Offered Notes are restricted as
stated herein.
	 
	(2)	 	We understand that, in connection with any proposed resale of any Offered
Notes to an Institutional Accredited Investor, we will be required to furnish
to the Indenture Trustee and the Depositor a certification from such transferee
as provided in Section 2.12 of the Indenture to confirm that the proposed sale
is being made pursuant to an exemption from, or in a transaction not subject
to, the registration requirements of the 1933 Act and applicable state
securities laws. We further understand that the Offered Notes purchased by us
will bear a legend to the foregoing effect.
	 
	(3)	 	We are acquiring the Offered Notes for investment purposes and not with a
view to, or for offer or sale in connection with, any distribution in violation
of the 1933 Act. We have such





B-2-1




 









 







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





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



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



	 	 	 	 	 
	 	 	

	 	 	[Name of Transferor]
	 
	 	 	 	 
	

	 	By:	 	 
	

	 	 	

	

	 	Name:	 	 
	

	 	Title:	 	 
	 
	 	 	 	 
	Dated:                    ,
                    
	 	 	 	 







B-2-2




 









 








EXHIBIT B-3




FORM OF RULE 144A TRANSFEREE CERTIFICATE




Wells Fargo Bank Minnesota,
National Association 
Sixth Street and Marquette Avenue

Minneapolis, Minnesota 55479

Attention: Corporate Trust Services - Option One Owner Trust 2003-5



     Re: Option One Owner Trust 2003-5



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



     2. The Investor either (i) is not, and is not acquiring the
Option One Owner
Trust 2003-
5 Notes (the “Notes”) on behalf of or with the assets of, an employee benefit
plan or other retirement plan or arrangement subject to Title I of ERISA or
Section 4975 of the Code, or (ii) is, or is acquiring the Notes on behalf of or
with the assets of, an employee benefit plan or other retirement plan or
arrangement subject to Title I of ERISA of Section 4975 of the Code and either
no prohibited transaction within the meaning of Section 406(a) of ERISA or
Section 4975 of the Code would occur upon the transfer of the Note or the
conditions for exemptive relief under a prohibited transaction exemption has
been satisfied, including but not limited to, Prohibited Transaction Class
Exemption (“PTCE”) 96-23 (relating to transactions effected by an “in-house
asset manager”), PTCE 95-60 (relating to transactions involving insurance
company general accounts), PTCE 91-38 (relating to transactions involving bank
collective investment funds), PTCE 90-1 (relating to transactions involving
insurance company pooled separate accounts), and PTCE 84-14 (relating to
transactions effected by a “qualified professional asset manager”).



     3. The Investor understands that the Notes have not been, and will not be,
registered under the Securities Act of 1933, as amended (the “1933 Act”) or any
state securities laws, and may not be sold except as permitted in the following
sentence. The Investor agrees, on its own behalf and on behalf of any accounts
for which it is acting as hereinafter stated, that if it should sell any Notes
it will do so only (A) pursuant to a registration statement which has been
declared effective under the 1933 Act, (B) for so long as the Notes are
eligible for resale pursuant to Rule 144A under the 1933 Act, to a Person it
reasonably believes is a “qualified institutional buyer” as defined in Rule
144A that purchases for its own account or for the account of a qualified
institutional buyer to whom notice is given that the transfer is being made in
reliance on Rule 144A or (C) to an institutional “accredited investor” within
the meaning of subparagraph (a) (1), (2), (3) or (7) of Rule 501 under the 1933
Act (an “Institutional Accredited Investor”) that is acquiring the Notes for
its own account, or for the account of such an Institutional Accredited
Investor, for investment purposes and not with a view to, or for offer or sale
in connection with, any distribution in violation of the 1933 Act, in each case
in compliance with the requirements of the Indenture dated as of November 1,
2003 between Option One Owner Trust 2003-5 and Wells Fargo Bank Minnesota,
National Association, as Indenture Trustee, and applicable state securities
laws; and the Investor further agrees, in the capacities stated above, to
provide to any person purchasing any of the Notes from it a notice advising
such purchaser that resales of the Notes are restricted as stated herein.



B-3-1




 









 








[FOR TRANSFERS IN RELIANCE UPON RULE 144A]




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



	 	 	 	 	 
	 	 	

	 	 	[Name of Transferor]
	 
	 	 	 	 
	

	 	By:	 	 
	

	 	 	

	

	 	Name:
	

	 	Title:
	 
	 	 	 	 
	Dated:                    ,                     
	 	 	 	 







B-3-2




 









 








EXHIBIT C



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



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



THIS NOTE MAY NOT BE TRANSFERRED UNLESS THE INDENTURE TRUSTEE HAS RECEIVED A
CERTIFICATE FROM THE TRANSFEREE TO THE EFFECT THAT EITHER (I) THE TRANSFEREE IS
NOT AN EMPLOYEE BENEFIT PLAN
OR OTHER RETIREMENT PLAN OR ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED, OR SECTION 4975 OF THE
INTERNAL REVENUE CODE OF 1986, AS AMENDED (EACH, A “PLAN”), AND IS NOT ACTING
ON BEHALF OF OR INVESTING THE ASSETS OF A PLAN OR (II) IF THE TRANSFEREE IS A
PLAN, OR IS ACTING ON BEHALF OF OR INVESTING THE ASSETS OF A PLAN, THE
CONDITIONS FOR EXEMPTIVE RELIEF UNDER AT LEAST ONE OF THE FOLLOWING PROHIBITED
TRANSACTION CLASS EXEMPTIONS HAVE BEEN SATISFIED: PROHIBITED TRANSACTION CLASS
EXEMPTION (“PTCE”) 96-23 (RELATING TO TRANSACTIONS EFFECTED BY AN “IN-HOUSE
ASSET MANAGER”), PTCE 95-60 (RELATING TO TRANSACTIONS INVOLVING INSURANCE
COMPANY GENERAL ACCOUNTS), PTCE 91-38 (RELATING TO TRANSACTIONS INVOLVING BANK
COLLECTIVE INVESTMENT FUNDS), PTCE 90-1 (RELATING TO TRANSACTIONS INVOLVING
INSURANCE COMPANY POOLED SEPARATE ACCOUNTS) AND PTCE 84-14 (RELATING TO
TRANSACTIONS EFFECTED BY A “QUALIFIED PROFESSIONAL ASSET MANAGER”).




C-1