exv10w3



 





EXHIBIT 10.3















SECOND AMENDED AND RESTATED




LOAN PURCHASE AND CONTRIBUTION AGREEMENT


between




OPTION ONE LOAN WAREHOUSE CORPORATION
as Depositor




and




OPTION ONE MORTGAGE CORPORATION
as Loan Originator


Dated as of November 14, 2003




MORTGAGE-BACKED NOTES

















 









 








TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page
	ARTICLE I DEFINITIONS; CONSTRUCTION
	 	 	1	 
	Section 1.01 Definitions
	 	 	1	 
	Section 1.02 Construction
	 	 	2	 
	ARTICLE II SALE OF LOANS; PAYMENT OF PURCHASE PRICE
	 	 	2	 
	Section 2.01 Sale of Loans to Depositor
	 	 	2	 
	Section 2.02 Obligations of Loan Originator
	 	 	4	 
	Section 2.03 Dispositions; Transfer Obligation
	 	 	5	 
	ARTICLE III REPRESENTATIONS AND WARRANTIES; REMEDIES FOR BREACH
	 	 	6	 
	Section 3.01 Loan Originator’s Representations and Warranties
	 	 	6	 
	ARTICLE IV LOAN ORIGINATOR COVENANTS
	 	 	6	 
	Section 4.01 Covenants of the Loan Originator
	 	 	6	 
	ARTICLE V TERMINATION
	 	 	7	 
	Section 5.01 Termination
	 	 	7	 
	ARTICLE VI MISCELLANEOUS PROVISIONS
	 	 	7	 
	Section 6.01 Amendment
	 	 	7	 
	Section 6.02 Governing Law
	 	 	7	 
	Section 6.03 Notices
	 	 	7	 
	Section 6.04 Severability of Provisions
	 	 	8	 
	Section 6.05 Counterparts
	 	 	8	 
	Section 6.06 Further Agreements
	 	 	8	 
	Section 6.07 Intention of the Parties
	 	 	8	 
	Section 6.08 Successors and Assigns; Assignment of Agreement
	 	 	9	 
	Section 6.09 Survival
	 	 	9	 
	Section 6.10 Successors and Assigns
	 	 	9	 
	EXHIBIT
	 	 	 	 
	Exhibit A Form of LPA Assignment
	 	 	 	 












i









 








SECOND AMENDED AND RESTATED

LOAN PURCHASE AND CONTRIBUTION AGREEMENT




     SECOND AMENDED AND RESTATED LOAN PURCHASE AND CONTRIBUTION AGREEMENT,
dated as of November 14, 2003 (this “Agreement”), between OPTION ONE MORTGAGE
CORPORATION, a California corporation (the “Loan Originator”), and OPTION ONE
LOAN WAREHOUSE CORPORATION, a Delaware corporation (the “Depositor”).



W I T N E S S E T H




     WHEREAS, the Loan Originator owns and from time to time originates and
acquires certain loans (the “Loans”) secured primarily by mortgages, deeds of
trust and security deeds on certain Mortgaged Properties and the Loan Documents
related thereto;



     WHEREAS, the Loan Originator is the owner of 100% of the capital stock of
the Depositor;



     WHEREAS, the parties hereto desire that on each Transfer Date, the Loan
Originator sell and contribute all its right, title and interest in and to the
Loans and the related Loan Documents to Depositor pursuant to the terms of this
Agreement; and



     WHEREAS, the Depositor will sell, transfer, assign and otherwise convey
all of its rights, title and interest in and to each of the Loans and related
Loan Documents and its related rights under this Agreement to one of six trusts
(each a “Trust” and collectively, the “Trusts”), in each case pursuant to the
terms of either (i) the Sale and Servicing Agreement, dated as of April
1, 2001 (the “2001-1A Sale and Servicing Agreement”), among Option One Owner
Trust 2001-1A, as Issuer (the “2001-lA Issuer” or the “2001-1A Trust”), the
Depositor, the Loan Originator and Wells Fargo Bank Minnesota, National
Association, as Indenture Trustee on behalf of the related Noteholders (in such
capacity, the “Indenture Trustee”), or (ii) the Sale and Servicing Agreement,
dated as of April 1, 2001 (the “2001-1B Sale and Servicing Agreement”), among
Option One Owner Trust 2001-1B, as Issuer (the “2001-1B Issuer” or the “2001-1B
Trust”), the Depositor, the Loan Originator and the Indenture Trustee as
Indenture Trustee on behalf of the related Noteholders, or (iii) the Sale and
Servicing Agreement, dated as of April 1, 2001 (the “2001-2 Sale and Servicing
Agreement”), among Option One Owner Trust 2001-2, as Issuer (the “2001-2
Issuer” or the “2001-2 Trust”), the Depositor, the Loan Originator and the
Indenture Trustee, as Indenture Trustee on behalf of the related Noteholders;
or, (iv) the Sale and Servicing Agreement, dated as of July 2, 2002, (the
“2002-3 Sale and Serving Agreement”), among
Option One Owner Trust 2002-3, as Issuer (the “2002-3 Issuer” or the “2002-3
Trust”), the Depositor, the Loan Originator and the Indenture Trustee, as
Indenture Trustee on behalf of the related Noteholders, or (v) the Sale and
Servicing Agreement, dated as of August 8, 2003, (the “2003-4 Sale and
Servicing Agreement”), among Option One Owner Trust 2003-4, as Issuer (the
“2003-4 Issuer” or the “2003-4 Trust”), the Depositor, the Loan Originator and
the Indenture Trustee, as Indenture Trustee on behalf of the related
Noteholders, or (vi) the Sale and Servicing Agreement, dated as of November 1,
2003, (the “2003-5 Sale and Servicing Agreement”), among Option One Owner Trust
2003-5, as Issuer (the “2003-5 Issuer” or the “2003-5 Trust”), the Depositor,
the Loan Originator and the Indenture Trustee, as Indenture Trustee on behalf
of the related Noteholders.



1









 





     WHEREAS, the parties hereto have entered into the First Amended and
Restated Loan Purchase and Contribution Agreement, dated as of August 8, 2003
(the “First Amended and Restated Loan Purchase and Contribution Agreement”).



     WHEREAS, the parties to the First Amended and Restated Loan Purchase and
Contribution Agreement now seek to amend the First Amended and Restated Loan
Purchase and Contribution Agreement in its entirety as set forth in this Second
Amended and Restated Loan Purchase and Contribution Agreement (this
“Agreement”);



     NOW, THEREFORE, in consideration of the mutual covenants herein contained,
the parties hereto agree as follows:



ARTICLE I




DEFINITIONS; CONSTRUCTION




     Section 1.01 Definitions. For purposes of this Agreement: (i) references
to the Trust or the Issuer shall mean the Trust to which the Depositor sells
the related Loans; (ii) references to the Sale and Servicing Agreement shall
mean the Sale and Servicing Agreement pursuant to which the Depositor sells the
related Loans; (iii) references to the Indenture Trustee shall mean Wells Fargo
Bank Minnesota, National Association, or its successor, in its capacity as
Indenture Trustee under the related Sale and Servicing Agreement; and (iv)
references to the Noteholder shall mean the Initial Noteholder in connection
with sales to the 2001-1A Trust, the 2001-1B Trust, the 2001-2 Trust, the
2003-4 Trust and the 2003-5 Trust and the Note Purchaser in connection with
sales to the 2002-3 Trust. All other capitalized terms used but not defined
herein shall have the meanings assigned thereto in the related Sale and
Servicing Agreement.



     Section 1.02 Construction. For purposes of this Agreement: (i) the
singular includes the plural and the plural includes the singular; (ii) words
importing any gender include the other genders; (iii) the words “and” and “or”
are used in the conjunctive or disjunctive as the sense and circumstances may
require, (iv) references to “writing” include printing, typing, lithography and
other means of reproducing words in a visible form; (v) references to
agreements and other contractual instruments include all subsequent amendments
thereto or changes therein entered into in accordance with their respective
terms and not prohibited by this Agreement or the Basic Documents; (vi)
references to Persons include their permitted successors and assigns;
(vii) any form of the word “include” shall be deemed to be followed by the
words “without limitation”; (viii) the phrase “in and to” shall be deemed to
include “under” and “with respect to” whenever appropriate; (ix) unless the
context clearly requires otherwise, the word “finance” shall be deemed to
include “refinance”; (x) the words “herein”, “hereof’ and “hereunder” and other
words of similar import refer to this Agreement as a whole and not to any
particular Article, Section or other subdivision; and (xi) Article, Section,
Schedule and Exhibit references, unless otherwise specified, refer to Articles
and Sections of and Schedules and Exhibits to this Agreement. Unless otherwise
stated in this Agreement, in the computation of a period of time from a
specified date to a later specified date, the word “from” means “from and
including” and the words “to” and “until” each mean “to but excluding.”



2









 





ARTICLE II




SALE OF LOANS; PAYMENT OF PURCHASE PRICE




     Section 2.01 Sale of Loans to Depositor. (a) On the terms and conditions
of this Agreement, on each Transfer Date, the Loan Originator agrees to offer
for sale, and to sell, a portion of each of the Loans (equal to the Sales Price
therefor) to the Depositor and to contribute to the capital stock of the
Depositor the balance of each of the Loans and to deliver the related Loan
Documents to or at the direction of the Depositor. To the extent the Depositor
has or is able to obtain sufficient funds to pay the Sales Price thereof, the
Depositor agrees to purchase such Loans offered for sale by the Loan
Originator.



          (b) The price paid by the Depositor for the portion of each of the Loans
sold on each Transfer Date (the “Sales Price”) shall be the sum of the
Collateral Values as of the Transfer Date with respect to the Loans conveyed on
such date (determined after giving effect to all payments of principal received
thereon prior to the Transfer Cut-off Date as determined by the Servicer). The
market value of each of the Loans in excess of the Sales Price therefor shall
be a contribution to the capital of the Depositor.



          (c) On each Transfer Date, the Loan Originator shall convey to the
Depositor the Loans and the other property and rights related thereto described
in the related LPA Assignment, and the Depositor, only upon the satisfaction of
each of the conditions set forth below on or prior to such Transfer Date, shall
cause the deposit of cash in the amount of the Sales Price in the Advance
Account and shall cause the Servicer to, promptly after such deposit, withdraw
the Sales Price deposited in respect of applicable Additional Note Principal
Balance from the Advance Account and distribute such amount to or at the
direction of the Loan Originator:



               (i) the Loan Originator shall have delivered to the Issuer, the Depositor
and the Noteholder a duly executed LPA Assignment with respect to all of the
Loans conveyed on such Transfer Date, which shall have attached thereto a Loan
Schedule setting forth the appropriate information with respect to all Loans
conveyed on such Transfer Date and shall have delivered to the Noteholder a
computer readable
transmission of such Loan Schedule;



               (ii) the Loan Originator shall have provided to the Servicer for deposit
in the related Collection Account all collections received with respect to each
of the Loans on or after the applicable Transfer Cut-off Date;



               (iii) as of such date, neither the Loan Originator nor the Depositor shall
(A) be insolvent, (B) be made insolvent by its respective sale of Loans or (C)
have reason to believe that its insolvency is imminent;



               (iv) the Revolving Period shall not have terminated and shall be in effect
as of such Transfer Date;



               (v) except in the case of Wet Funded Loans, the Loan Originator shall have
delivered the Custodial Loan File to the Custodian in accordance with the
Custodial



3









 




Agreement and the Noteholder shall have received a copy of the Loan Schedule
and Exceptions Report and, where required under the Custodial Agreement, a copy
of the Trust Receipt;




               (vi) each of the representations and warranties made by the Loan
Originator set forth in Exhibit E to each of the Sale and Servicing Agreements
with respect to the Loans shall be true and correct as of the related Transfer
Date with the same effect as if then made, and the Loan Originator shall have
performed all obligations to be performed by it under each of the related Basic
Documents on and prior to such Transfer Date;



               (vii) the Loan Originator shall, at its own expense, within one Business
Day of the Transfer Date, indicate in its computer files that the Loans
identified in the related LPA Assignment have been sold to the Depositor
pursuant to this Agreement;



               (viii) the Loan Originator shall have taken any action requested by the
Indenture Trustee, the Issuer or the Noteholders required to maintain the
ownership interest of the Issuer in the Trust Estate and the first perfected
security interest therein of the Indenture Trustee;



               (ix) the Loan Originator shall have used no selection procedures that
identified any of the Loans identified in the related LPA Assignment as being
less desirable or valuable than other comparable Loans originated or acquired
by the Loan Originator; and such Loans collectively shall be representative of
the Loan Originator’s portfolio of fixed rate or adjustable rate Loans, as the
case may be;



               (x) the Loan Originator shall have provided the Depositor, the Trust and
the Noteholder, no later than 1:00 p.m. Eastern time on the date that is two
(2) Business Days prior to the issuance of Additional Note Principal Balance, a
Notice of Additional Note Principal Balance in the form of Exhibit A to the
related Sale and
Servicing Agreement;



               (xi) after giving effect to the Additional Note Principal Balance
purchased on such date, the related Note Principal Balance will not exceed the
related Maximum Note Principal Balance; and



               (xii) all conditions precedent to the Noteholder’s purchase of Additional
Note Principal Balance pursuant to the related Note Purchase Agreement shall
have been fulfilled as of such date.



          (d) Subject to Section 6.07, the parties hereto intend that each of the
conveyances contemplated hereby be sales from the Loan Originator to the
Depositor of all of the Loan Originator’s right, title and interest in and to
the Loans and other property described above.



     Section 2.02 Obligations of Loan Originator.



          (a) Within ten days of the Closing Date and on or prior to each Transfer
Date, the Noteholder shall have received evidence satisfactory to it of (i) the
completion of all recordings, registrations and filings as may be necessary or,
in the opinion of the Noteholder,



4









 




desirable to perfect or evidence the assignment by the Loan Originator to the
Depositor of the Loan Originator’s ownership interest in the Trust Estate
including, without limitation, the Loans and related property and the proceeds
thereof, (ii) the completion of all recordings, registrations and filings as
may be necessary or, in the opinion of the Noteholder, desirable to perfect or
evidence the assignment by the Depositor to the Issuer of the Depositor’s
ownership interest in the Trust Estate including, without limitation, the Loans
and the proceeds thereof and (iii) the completion of all recordings,
registrations and filings as may be necessary or, in the opinion of the
Noteholder, desirable to perfect or evidence the grant of a first priority
perfected security interest in the Trust’s ownership interest in the Trust
Estate including, without limitation, the Loans and the proceeds thereof, in
favor of the Indenture Trustee. The Loan Originator agrees to file all
necessary continuation statements and any amendments to the UCC financing
statements required to reflect a change in the name or corporate structure of
the Loan Originator and to file any additional UCC financing statements
required due to a change in the legal name, chief executive office, state of
incorporation or legal form of the Loan Originator as are necessary to perfect
the interest of the Depositor, the Trust and the Indenture Trustee in and to
the Trust Estate and to take such other action as may be necessary or, in the
opinion of the Depositor or the Noteholder, desirable to perfect or evidence
the Depositor’s, the Trust’s and Indenture Trustee’s interest in the Loans and
Loan Documents conveyed under the Basic Documents.




          (b) In connection with each sale of a Loan hereunder, the Loan Originator
shall deliver to, and deposit with the Custodian, on behalf of the Indenture
Trustee, as assignee of the Depositor, the Custodial Loan File with respect to
each Loan conveyed on such Transfer Date (i) in the case of each non-Wet Funded
Loan, on or before the related Transfer Date or such earlier time as required
by the related Sale and
Servicing Agreement and (ii) in the case of each Wet Funded Loan, on or
before the Wet Funded Custodial File Delivery Date.



     It is understood and agreed that the obligations set forth in this Section
2.02(b) shall survive delivery of the respective Custodial Loan Files to the
Custodian (as the agent of the Indenture Trustee) and shall inure to the
benefit of the related Securityholders, the Depositor, the Servicer, the
Indenture Trustee and the Issuer.



     With respect to any Loans that are set forth as exceptions in the Loan
Schedule and Exceptions Report, the Loan Originator shall cure such exceptions,
repurchase such Loan or provide a Qualified Substitute Loan in accordance with
Sections 2.05 and 3.06 of the related Sale and Servicing Agreement. The
obligations of the Loan Originator set forth in this paragraph and in Sections
2.05 and 3.06 of the related Sale and Servicing Agreement to cure any breach or
to substitute for or repurchase an affected Loan shall constitute the sole
remedies available hereunder to the Depositor respecting a breach of the Loan
Originator’s obligations contained in this Section 2.02(b) and in Sections 2.05
and 3.06 of the related Sale and Servicing Agreement.



          (c) In connection with each sale and contribution of a Loan hereunder, the
Loan Originator shall deliver to, and deposit with the Servicer, as the
designated agent of the Indenture Trustee, as assignee of the Depositor, on or
before the related Transfer Date, the Servicer’s Loan File with respect to each
Loan conveyed on such Transfer Date.



5









 





          (d) The Loan Originator hereby further confirms to the Depositor that,
within one Business Day of each Transfer Date, it shall cause the portions of
the Loan Originator’s electronic ledger relating to the Loans to be clearly and
unambiguously marked to indicate that the Loans have been sold and contributed
to the Depositor hereunder and sold by the Depositor to the Issuer under the
related Sale and Servicing Agreement.



          (e) On and after each Transfer Date, the Depositor shall own the Loans
which have been identified as being sold and contributed to the Depositor under
Section 2.01 hereof and the Loan Originator shall not take any action
inconsistent with such ownership and shall not claim any ownership interest in
any such conveyed Loan.



     Section 2.03 Dispositions; Transfer Obligation.



     In consideration of the consideration received from the Depositor under
this Agreement, in addition to the Loan Originator’s performance of its
obligations under this Agreement, the Loan Originator hereby agrees and
covenants that in connection with each Disposition it shall perform such duties
as specified in Section 3.07 of the related Sale and Servicing Agreement.



ARTICLE III




REPRESENTATIONS AND

WARRANTIES; REMEDIES FOR BREACH




     Section 3.01 Loan Originator’s Representations and Warranties. (a) The
Loan Originator makes each of the representations and warranties to the
Depositor as of the Closing Date and as of each Transfer Date as are set forth
in Section 3.02 of the related Sale and Servicing Agreement.



          (b) The Loan Originator further makes each of the representations and
warranties as of each Transfer Date as are set forth in Exhibit E to each of
the Sale and Servicing Agreements with respect to the Loans conveyed on such
Transfer Date.



          (c) Except as otherwise expressly set forth in the Basic Documents, it is
understood and agreed that the representations and warranties set forth in this
Section 3.01 shall survive delivery of the respective Custodial Loan Files to
the Custodian (as the agent of the Indenture Trustee) and shall inure to the
benefit of the related Securityholders, the Depositor, the Servicer, the
Indenture Trustee and the Issuer. Upon the discovery by the Servicer, the
Custodian, the Indenture Trustee, the Loan Originator, the Depositor or any
Securityholder of a breach of any of the representations and warranties of the
Loan Originator set forth in Section 3.02 of the related Sale and Servicing
Agreement or Exhibit E to the related Sale and Servicing Agreement that
materially and adversely affects the value of any of the Loans, or the
interests of the Securityholders in any Loan or the Securities with respect to
which such representation or warranty is made, and the Loan Originator shall
fail to cure such breach within the time period specified in Section 3.06 of
the related Sale and Servicing Agreement, the Loan Originator shall be
obligated to repurchase or substitute the affected Loan(s) in accordance with
the provisions of Section 3.06 of the related Sale and Servicing Agreement
promptly upon receipt of written



6









 




instructions from the Noteholder. The obligations of the Loan Originator set
forth herein and in Section 3.06 of the related Sale and Servicing Agreement to
cure any breach or to substitute for or repurchase an affected Loan shall
constitute the sole remedies available hereunder to the Depositor respecting a
breach of the representations and warranties contained in Sections 3.01 (a) and
(b) hereof, in Section 3.02 of the related Sale and Servicing Agreement or in
Exhibit E to the Sale and Servicing Agreements.




ARTICLE IV




LOAN ORIGINATOR COVENANTS




     Section 4.01 Covenants of the Loan Originator. The Loan Originator hereby
covenants that except for the sales and contributions hereunder, the Loan
Originator will not sell, pledge, assign or transfer to any other Person, or
grant, create, incur, assume or suffer to exist any lien on, any Loan, or any
interest therein; and the Loan Originator will defend the right, title and
interest of the Trust, as assignee of the Depositor, in, to and under the
Loans, against all claims of third parties claiming through or under the Loan
Originator.



     Whenever and so often as requested by the Depositor or the Noteholder, the
Loan Originator promptly will execute and deliver or cause to be executed and
delivered all such other and further instruments, documents, or assurances, and
promptly do or cause
to be done all such other things, as may be necessary and reasonably
required to vest more fully in the requesting party all rights, interests,
powers, benefits, privileges and advantages conferred or intended to be
conferred upon it by this Agreement.



     The Loan Originator further covenants that it will disclose on the Form
10-K filed on behalf of the Loan Originator with the Securities and Exchange
Commission the following information: (i) the net effect that the transaction
has on the Loan Originator’s financial condition, (ii) the nature, amount and
term of the material financial obligations incurred by the Loan Originator with
respect to the transaction and (iii) a description of the events that may cause
such a material financial obligation to arise, increase or become accelerated.
The Loan Originator will also deliver to its chief financial officer, chief
legal officer and independent accountants a complete set of final Basic
Documents.



ARTICLE V




TERMINATION




     Section 5.01 Termination. The respective obligations and responsibilities
of the Loan Originator and Depositor created hereby shall terminate upon the
termination of the last Trust to be terminated as provided in Article X of the
related Sale and Servicing Agreement.



7









 





ARTICLE VI




MISCELLANEOUS PROVISIONS




     Section 6.01 Amendment. This Agreement may be amended from time to time
with the prior written consent of the Noteholders with respect to each of the
2001-1 A Trust, the 2001-1B Trust, the 2001-2 Trust, the 2002-3 Trust, the
2003-4 Trust and the 2003-5 Trust, in their sole discretion, by a written
agreement signed by the Loan Originator and the Depositor.



     Section 6.02 Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of New York and the
obligations, rights and remedies of the parties hereunder shall be determined
in accordance with such laws. With respect to all legal proceedings arising out
of or relating to this Agreement or the transactions contemplated hereby, each
party irrevocably submits to the non-exclusive jurisdiction of the courts of
the State of New York and the United States District Court located in the
Borough of Manhattan, City of New York, and each party irrevocably waives any
objection which it may have at any time to the laying of venue of any suit,
action or proceeding arising out of or relating hereto brought in any such
court, irrevocably waives any claim that any such suit, action or proceeding
brought in any such court has been brought in any inconvenient forum and
further irrevocably waives the right to object, with respect to such claim,
suit, action or proceeding brought in any such court, that such court does not
have jurisdiction over such party, provided that service of process is made by

any lawful means. Nothing in this Section 6.02 shall affect the right of any
party hereto or its assignees, or of the Noteholder or its assignees, to bring
any other action or proceeding against any party hereto or its property in the
courts of other
jurisdictions.



     Section 6.03 Notices. All demands, notices and communications hereunder
shall be in writing and shall be deemed to have been duly given upon receipt
thereof if (i) personally delivered or mailed by registered mail, postage
prepaid, or (ii) transmitted by facsimile (with a copy delivered by overnight
courier) upon telephone confirmation of receipt of such transmission, as
follows:



          (a) if to the Loan Originator:



	 	 	 
	 

	 	Option One Mortgage Corporation
	

	 	3 Ada Road
	

	 	Irvine, California 92618
	

	 	Attention: William O’Neill
	

	 	Telecopy number: (949) 790-7504
	

	 	Telephone number: (949) 790-7540






or, such other addresses, facsimile numbers and confirmation numbers as may
hereafter be furnished to the Depositor in writing by the Loan Originator.




          (b) if to the Depositor:



	 	 	 
	 

	 	Option One Loan Warehouse Corporation
	

	 	3 Ada Road







8









 






	 	 	 
	

	 	Irvine, California 92618
	

	 	Attention: William O’Neill
	

	 	Telecopy number: (949) 790-7504
	

	 	Telephone number: (949) 790-7540






or such other addresses, facsimile numbers and confirmation numbers as may hereafter be furnished to
the Loan Originator in writing by the Depositor.


     Section 6.04 Severability of Provisions. If any one or more of the
covenants, agreements, provisions or terms of this Agreement shall be held
invalid for any reason whatsoever, then such covenants, agreements, provisions
or terms shall he deemed severable from the remaining covenants, agreements,
provisions or terms of this Agreement and shall in no way affect the validity
or enforceability of the other provisions of this Agreement.



     Section 6.05 Counterparts. This Agreement may be executed in one or more
counterparts and by the different parties hereto on separate counterparts, each
of which, when so executed, shall be deemed to be an original and such
counterparts, together, shall constitute one and the same agreement.



     Section 6.06 Further Agreements. The Loan Originator and the Depositor
each agree to execute and deliver to the other such amendments to documents and
such additional documents, instruments or agreements as may be necessary or

appropriate to effectuate the purposes of this Agreement or in connection with
the offering of securities representing interests in the Loans.



     Section 6.07 Intention of the Parties; Security Interest.



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



9









 




and other rights with respect to the Loans shall be “possession” by the secured
party or purchaser and required notices and other communications to and from
applicable financial intermediaries, bailees and other agents.




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



     Section 6.08 Successors and Assigns; Assignment of Agreement. This
Agreement shall bind and inure to the benefit of and be enforceable by the Loan
Originator, the Depositor, the Indenture Trustee and the Noteholder. The
obligations of the Loan Originator under this Agreement cannot be assigned or
delegated to a third party without the consent of each of the Depositor and the
Noteholder, which consent shall be at each such Person’s sole discretion. The
parties hereto acknowledge that the Depositor is acquiring the Loans for the
purpose of contributing them to the Trust that will issue the related Notes,
which will be secured by such Loans. As an inducement to the Depositor to
purchase the Loans and to the Noteholder to purchase the Note, the Loan
Originator acknowledges and consents to the assignment by the Depositor to the
Trust of all of the Depositor’s rights against the Loan Originator pursuant to
this Agreement and to the enforcement or exercise of any right or remedy
against the Loan Originator pursuant to this Agreement by the Owner Trustee,
for the benefit of the Issuer and the Noteholders, under the related Sale and
Servicing Agreement. Such enforcement of a right or remedy
by the Owner Trustee, for the benefit of the Issuer and the Noteholders,
shall have the same force and effect as if the right or remedy had been
enforced or exercised by the Depositor directly.



     Section 6.09 Survival. The representations and warranties set forth in
Article III and the provisions of Articles II, IV, V and VI shall survive the
purchase of the Loans hereunder.



     Section 6.10 Successors and Assigns. This Agreement shall inure to the
benefit of and be binding upon the parties hereto and their respective
successors and permitted assigns.



10









 





     IN WITNESS WHEREOF, the Loan Originator and the Depositor have caused this
Loan Purchase and Contribution Agreement to be duly executed on their behalf by
their respective officers thereunto duly authorized as of the day and year
first above written.



	 	 	 	 	 
	 	 	OPTION ONE LOAN WAREHOUSE CORPORATION, 
     as Depositor
	 
	 	 	 	 
	

	 	By:
	 	/s/ Bob Fulton
	

	 	 	 	

	

	 	Name:	 	Bob Fulton
	

	 	Title:	 	Vice President







	 	 	 	 	 
	 	 	OPTION ONE MORTGAGE CORPORATION, 
     as Loan Originator
	 
	 	 	 	 
	

	 	By:
	 	/s/ Bob Fulton
	

	 	 	 	

	

	 	Name:	 	Bob Fulton
	

	 	Title:	 	Vice President








11









 








EXHIBIT A




FORM OF LPA ASSIGNMENT




     ASSIGNMENT NO.      OF LOANS (“LPA Assignment”), dated                     (the
“Transfer Date”), by OPTION ONE MORTGAGE CORPORATION (the “Loan Originator”) to
OPTION ONE LOAN WAREHOUSE CORPORATION, (the “Depositor”) pursuant to the Loan
Purchase and Contribution Agreement referred to below.



WITNESSETH:




     WHEREAS, the Loan Originator and the Depositor are the parties to the
Second Amended and Restated Loan Purchase and Contribution Agreement, dated as
of November 14, 2003 (the “Agreement”), hereinafter as such agreement may have
been, or may from time to time be, amended, supplemented or otherwise modified;



     WHEREAS, pursuant to the Agreement, the Loan Originator wishes to sell,
contribute, convey, transfer and assign Loans to the Depositor in exchange for
cash
consideration and other good and valid consideration the receipt and
sufficiency of which is hereby acknowledged; and



     WHEREAS, the Depositor is willing to acquire such Loans subject to the
terms and conditions hereof and of the Agreement;



     NOW THEREFORE, the Loan Originator and the Depositor hereby agree as follows:



     1. Defined Terms. All capitalized terms defined in the Agreement and used
herein shall have such defined meanings when used herein, unless otherwise
defined herein.



     2. Designation of Loans. The Loan Originator does hereby deliver herewith
a Loan Schedule containing a true and complete list of each Loan to be conveyed
on the Transfer Date. Such list is marked as Schedule A to this LPA Assignment
and is hereby incorporated into and made a part of this LPA Assignment.



     3. Conveyance of Loans. The Loan Originator hereby sells, contributes,
transfers, assigns and conveys to the Depositor, without recourse and on a
servicing released basis, all of the right, title and interest of the Loan
Originator in and to the Loans (and all proceeds thereof and collections
thereon) listed on the Loan Schedule attached hereto, including all interest,
principal and prepayment fees received by the Loan Originator, or the Servicer
on or with respect to the Loans on or after the related Transfer Cut-off Date,
together with all right, title and interest in and to the proceeds of any
related Mortgage Insurance Policies.



     4. Depositor’s Acknowledge Assignment. As of the Transfer Date, pursuant
to this LPA Assignment and Section 2.01 (a) of the Agreement, the Depositor
acknowledges its receipt of the Loans listed on the attached Loan Schedule and
all other related property in the Trust Estate.



     5. Acceptance of Rights But Not Obligations. The foregoing sale,
contribution, transfer, assignment, set over and conveyance does not, and is
not intended to, result in a creation



A-1









 




or an assumption by the Depositor of any obligation of the Loan Originator or
any other Person in connection with this LPA Assignment or under any agreement
or instrument relating thereto except as specifically set forth herein.




     6. Loan Originator Acknowledges Receipt of Sales Price. The Loan
Originator hereby acknowledges receipt of the Sales Price or that it has
otherwise been distributed at its direction.



     [To be inserted when applicable] [7. Assignment of Certain Swap
Agreements. The Loan Originator hereby sells, contributes, transfers and
assigns all of its right title and interest in, to, and under, its rights and
obligations and the Depositor hereby accepts and assumes all of the Loan
Originator’s rights and obligations under the following confirmation(s) issued
under that certain master agreement between the Loan Originator
and [                   ] (the “Swap Agreement”); provided, that it is understood
by the parties hereto that the Issuer, as ultimate owner of the Loans, shall
assume and shall be delegated all of Depositor’s rights and obligations under
the Swap Agreement.]



     [7./8.] Conditions Precedent. The conditions precedent in Section 2.01(c)
of the Agreement have been satisfied.



     [8./9.] Amendment of the Agreement. The Agreement is hereby amended by
providing that all references to the “Agreement”, “this Agreement” and “herein”
shall be deemed from and after the Transfer Date to be a dual reference to the
Agreement as supplemented by this LPA Assignment. Except as expressly amended
hereby, all of the representations, warranties, terms, covenants and conditions
of the Agreement shall remain unamended and the Agreement shall continue to be,
and shall remain, in full force and effect in accordance with its terms and
except as expressly provided herein, this LPA Assignment shall not constitute
or be deemed to constitute a waiver of compliance with or consent to
noncompliance with any term or provision of the Agreement.



     [9./10.] Counterparts. This LPA Assignment may be executed in any number
of counterparts all of which taken together shall constitute one and the same
instrument.



A-2









 





Schedule A




[Loan Schedule]