exv10w15



 






EXHIBIT 10.15




BANK OF AMERICA, N.A.

Bank of America Plaza

901 Main Street, 51st Floor

Dallas, Texas 75202




	 	 	 
	

	 	As of April 1, 2000






Option One Mortgage Corporation

3 Ada Road

Irvine, California 92618



Ladies and Gentlemen:




     From time to time you, Option One Mortgage Corporation, and your affiliates, may engage in
transactions with Bank of America, N.A., Banc of America Securities LLC and/or their affiliates
(collectively, and each acting either for itself or for the account of Others; “Buyer”) involving
the purchase, sale, lease, loan or borrowing of cash or cash equivalents, securities, commodities,
instruments, loans, receivables or contract rights or interests, options or rights in or in respect
of any thereof (cash, cash equivalents, securities, commodities, instruments, loans, receivables,
contract rights, interests, options and rights of every kind and nature whatsoever being
hereinafter referred to collectively as “Securities”), which transactions may include, without
limitation, purchases or sales of Securities on a long, short or forward basis, loan transactions,
repurchase and reverse repurchase transactions, arbitrage transactions, and purchases or sales of
options to purchase or sell Securities (all transactions involving Securities to which you and
Buyer are both parties, whether heretofore or hereafter entered into, being hereinafter referred to
collectively as “Transactions”). This letter agreement, when executed by you in the space provided
below and a copy hereof is returned to Buyer, shall constitute our mutual agreement in respect of
all Transactions, supplementing all other agreements, documents, forms, confirmations and other
writings (collectively, “Transaction Documents”) entered into or delivered pursuant to or in
connection with any Transactions. To the extent, if any, that the provisions of this letter
agreement are inconsistent with the provisions of any Transaction Documents, the provisions of this
letter agreement shall govern. The term “you” means Option One Mortgage Corporation only, and not
any affiliate.



     1. Collateral. In order to secure the prompt and full payment and performance by you of all
your present and future obligations to Buyer in respect of Transactions and this letter agreement
(collectively, the “Obligations”), you hereby grant Buyer a security interest in all Securities
owned by you (or in which you have an interest, to the extent of such interest) heretofore or
hereafter delivered to, held by or for the benefit of, or in the possession of Buyer (collectively
with all income therefrom, all distributions thereon and all proceeds thereof, the “Collateral”).
Each item of Collateral (to the extent of your interest therein) shall secure all of the
Obligations regardless of whether it is pledged pursuant to Transaction Documents or otherwise to
secure one or more specific Obligations. If an Event of Default (as such term is defined below)
shall have occurred and be continuing, Buyer shall be free to apply any Collateral to any
Obligations in any order, in each case as Buyer shall determine in its sole discretion;
provided, however, that Buyer shall not take




 









 







possession of or dispose of any Collateral in any manner expressly inconsistent with terms and
conditions relating to taking possession or disposing of such Collateral set forth in any security
agreement to which you and Buyer are parties. Such security interest shall survive the termination
or completion of any Transaction or the termination of any Transaction Document and shall continue
in respect of any Collateral until such Collateral is returned to you. To the extent, if any, that
you are granted the right in any Transaction Documents to substitute certain Securities for certain
Collateral, such substituted Securities shall be Collateral for all purposes. To the extent, if
any, that you are granted the right in any Transaction Documents to a release of any Collateral,
such Collateral shall be released until and unless an Event of Default occurs or is continuing.




     2. Remedies. (a) In addition to all rights and remedies which Buyer may have under the
Transaction Documents, custom, usage and trade practice and applicable law, and in equity, if an
Event of Default shall have occurred and be continuing Buyer shall be entitled to:




     (i) Cancel and treat as defaulted under, and breached and repudiated by you, any or
all Transactions and Transaction Documents, in which event all amounts expended or losses
incurred by Buyer pursuant to or in connection with such cancellation and treatment shall
constitute Obligations immediately payable by you;




     (ii) In respect of Obligations to sell and/or deliver Securities (other than cash) to
Buyer, purchase a like amount of such Securities in a recognized market therefor or at such
price(s) as Buyer shall reasonably deem satisfactory, in which event any excess of the
amounts paid for such Securities over the amounts which you had agreed to accept therefor
shall constitute Obligations immediately payable by you;




     (iii) In respect of Obligations to purchase and/or accept delivery of Securities from
Buyer, sell a like amount of such Securities in a recognized market therefor or at such
price(s) as Buyer shall reasonably deem satisfactory, in which event any deficiency between
the amounts paid for such Securities and the amounts which you had agreed to pay therefor
shall constitute an Obligation immediately payable by you;




     (iv) Be paid or reimbursed by you for all brokerage expenses, accrued interest,
transfer charges and taxes, reasonable attorneys’ fees and all other losses and reasonable
costs or expenses incurred or expended by Buyer pursuant to or in connection with the
exercise or attempted exercise of any right or remedy which Buyer may have as the result of
the occurrence of an Event of Default, all of which losses, costs and expenses shall
constitute Obligations immediately payable by you;




     (v) Subject to any cure period therefor in any related Transaction Document set off
any obligation of Buyer to you against any Obligation; and/or




     (vi) Apply any Collateral to any Obligations (in the case of Collateral not in the
form of cash or such other marketable or negotiable form as Buyer shall deem acceptable for



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application at its last previously reported price in the principal market therefor, by
selling such Collateral in the manner described in clause (iii) above or as otherwise
permitted by law or as may be in accordance with custom, usage or trade practice);
provided, however, that Buyer shall not take possession of or dispose of any
Collateral in any manner expressly inconsistent with terms and conditions relating to
taking possession or disposing of such Collateral set forth in any security agreement to
which you and Buyer are parties.



     (b) None of Buyer’s rights or remedies shall be exclusive of any other available right or
remedy, and each remedy shall be cumulative and in addition to any other right or remedy of Buyer.
Buyer shall be entitled to exercise its rights and remedies against you in such order and to such
extent as it, in its sole discretion, deems appropriate, without regard to the existence,
availability, collectibility or pursuit of any rights or remedies it may have against third parties
including, without limitation, guarantors and issuers of letters of credit. No course of dealing
between you and Buyer nor any delay on the part of Buyer in exercising any of its rights or
remedies shall constitute a waiver thereof, and any such right or remedy may be exercised from time
to time and as often as Buyer may determine. .



     3. Events of Default. The occurrence or existence of any of the following shall constitute an
“Event of Default” for purposes of this letter agreement:



     (a) Admission in writing by any of your officers of your inability to, or intention not to,
perform fully when such performance will become due (after any applicable grace or cure
period) any Obligation or any other obligation on your part to any broker, dealer, bank or other
financial institution in respect of a transaction involving Securities not then due;



     (b) The occurrence of any event or the existence of any condition which would entitle
Buyer to exercise any rights or remedies in respect of a breach, default or repudiation
pursuant to a Transaction Document;



     (c) You shall make an assignment for the benefit of creditors, or admit in writing your
inability to pay debts as they become due, or generally not pay your debts as they become due,
or file any petition, application or answer seeking for yourself any entry of an order for relief,
protective decree, reorganization, arrangement, composition, readjustment, liquidation, dissolution or
similar relief under the Bankruptcy Code or any other federal, state or foreign, present or future,
statute, law or regulation, or be the subject of any such order for relief or protective decree entered by
a court, or file any answer admitting or not controverting the material allegations of such a petition
or application filed against you, or seek or acquiesce in the appointment or designation of, or
taking possession by, any trustee, receiver, liquidator or agent in respect of all or a substantial
part of your property, or your trustees, directors, majority shareholders, partners or other principals, as
the case may be, shall take any action looking to your dissolution or liquidation or to the taking of
any action described in this paragraph (c), or any of the foregoing shall occur in respect of any one or
more of your general partners, principals or parent entities or other persons exercising control over
you;



-3-









 





     (d) An action shall be commenced or a petition or application shall be filed against you seeking any order for relief, protective decree, reorganization, arrangement, composition,
readjustment, liquidation, dissolution or similar relief under the Bankruptcy Code, Securities
Investor Protection Act or any federal, state or foreign present or future statute, law or regulation
and, prior to the expiration of any cure period therefor in any applicable Transaction Document, such
action, petition or application shall not have been dismissed or all orders or proceedings thereunder
stayed or vacated, or such stay shall be set aside, or any trustee, receiver, liquidator or agent of
all or a substantial part of your property shall be appointed or designated and such appointment or
designation shall not have been vacated;



     (e) A judgment for the payment of money in excess of $ 1,000,000.00 or affecting all or
a substantial part of your business or property shall be entered or rendered against you, and
such judgment shall not have been discharged in full or effectively stayed as to enforcement and
execution;



     (f) You shall default (as principal, guarantor or surety) in the performance of any material
contract or in the payment of any principal or interest on any indebtedness or in the material
performance of or compliance with any agreement, instrument or other writing evidencing such
indebtedness or delivered pursuant thereto or in connection therewith, which default shall
have continued beyond any applicable period of grace and any cure period therefor in any related
transaction document and, in the case of a default in respect of indebtedness, would permit
the holder of such indebtedness to accelerate payment of the principal thereof prior to its maturity;



     (g) Subject to any cure period therefor in any related transaction document, any statement
of your financial condition prepared by you or at your request shall indicate that, or you
shall have acknowledged that, your financial condition entitles Buyer to exercise any rights or remedies
in respect of a breach, default or repudiation pursuant to such related transaction document;



     (h) The Securities and Exchange Commission, Commodity Futures Trading Commission, any
securities or commodities exchange or association, any banking department or authority, or any
other governmental entity or authority having regulatory authority over a material portion of your
business shall revoke, cancel, enjoin, suspend or fail to renew your registration, licensing,
qualification or other authorization to do business in respect of a material portion of your
business or any material geographic area, which action shall not have been rescinded, discontinued
or stayed within 30 days.



     4. Notices. (a) All notices required or permitted to be made under this letter agreement
shall be effective upon actual receipt, shall be in writing and shall be delivered personally or
by telex or other telegraphic means:



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If to Buyer, at:


Bank of America, N.A.

Bank of America Plaza

901 Main Street, 51st Floor

Dallas, Texas 75202


Attention: Garrett Dolt



     If to you, at the address set forth at the beginning of this letter agreement. Either party
may change the address at which it is to receive notices under this letter agreement by sending
notice thereof pursuant to this provision.



     (b) You shall promptly notify Buyer of the occurrence of any Event of Default, or of the
occurrence of any event or existence of any condition which, with the passage of time or giving of
notice, or both, would constitute an Event of Default.



     5. Miscellaneous. (a) Notwithstanding anything contained in this letter agreement and except
only as may be expressly set forth in the Transaction Documents, Buyer does not agree and has not
agreed to make any loans to you or to otherwise extend credit to you or for your account, and
shall under no circumstances be required to deliver any Securities to you until full payment or
acceptable security therefor shall have been received by Buyer.



     (b) You shall execute and deliver to Buyer such instruments and other writings including,
without limitation, financing statements, and take such other action, all without cost or
expense to Buyer, as Buyer may request to carry out the intent of and transactions contemplated by this
letter agreement and the Transaction Documents.



     (c) This letter agreement shall not be assignable by either party without the prior written
consent of the other party, shall be binding upon and inure to the benefit of the parties and
their respective successors and assigns, shall not be changed except by a written instrument signed
by each of the parties, and shall be governed by and construed in accordance with the internal laws of
the State of New York without reference to principles of conflicts of laws.



Signature Page Follows




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	 	 	 	 	 	 	Very truly yours,	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	BANK OF AMERICA, N.A.	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	

	 	 	 	 	 	By:
	 	/s/ Garrett M. Dolt	 	 
	

	 	 	 	 	 	 	 	Garrett M. Dolt	 	 
	

	 	 	 	 	 	 	 	Vice President	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	ACCEPTED AND AGREED TO:	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	OPTION ONE MORTGAGE CORPORATION	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:
	 	 	 	 	 	 	 	 	 	 
	

	 	 	 	 	 	 	 	 	 	 
	Name: 
	 	 	 	 	 	 	 	 	 
	

	 	 	 	 	 	 	 	 	 	 
	Title:
	 	 	 	 	 	 	 	 	 	 
	

	 	 	 	 	 	 	 	 	 	 






 









 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Very truly yours,	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	BANK OF AMERICA, N.A.	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	

	 	 	 	 	 	By:	 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	ACCEPTED AND AGREED TO:	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	OPTION ONE MORTGAGE CORPORATION	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By

	 	/s/ Rod Colombi	 	 	 	 	 	 	 	 
	

	 	 	 	 	 	 	 	 	 	 
	Name:

	Rod Colombi	 	 	 	 	 	 	 	 
	

	 	 	 	 	 	 	 	 	 	 
	Title:

	 	Vice President	 	 	 	 	 	 	 	 
	

	 	 	 	 	 	 	 	 	 	 






 









 






BANK OF AMERICA, N.A.

Bank of America Plaza



901 Main Street, 51st Floor



Dallas, Texas 75202




	 	 	 
	

	 	As of April 1, 2001






Option One Mortgage Corporation

3 Ada

Irvine, California 92618



Ladies and Gentlemen:




     From time to time you, Option One Mortgage Corporation, and your affiliates, may engage in
transactions with Bank of America, N.A., Banc of America Securities LLC and/or their affiliates
(collectively, and each acting either for itself or for the account of others, “Buyer”) involving
the purchase, sale, swap lease, loan or borrowing of cash or cash equivalents, securities,
commodities, instruments, loans, receivables or contract rights or interests, options or rights in
or in respect of any thereof (such cash, cash equivalents, securities, commodities, instruments,
loans, receivables, contract rights, currencies, interests, options and rights of every kind and
nature whatsoever being hereinafter referred to collectively as “Securities”), which transactions
may include, without limitation, purchases or sales of Securities on a long, short or forward
basis, loan transactions, repurchase and reverse repurchase transactions, arbitrage transactions,
swaps, collars, caps, floors and purchases or sales of options to purchase or sell Securities (all
transactions involving Securities to which you and Buyer are both parties, whether heretofore or
hereafter entered into, being hereinafter referred to collectively as “Transactions”). This letter
agreement, when executed by you in the space provided below and a copy hereof is returned to Buyer,
shall constitute our mutual agreement in respect of all Transactions, supplementing all other
agreements, documents, forms, confirmations and other writings (collectively, “Transaction
Documents”) entered into or delivered pursuant to or in connection with any Transactions. To the
extent, if any, that the provisions of this letter agreement are inconsistent with the provisions
of any Transaction Documents, the provisions of this letter agreement shall govern. The term “you”
means Option One Mortgage Corporation only, and not any affiliate.



     1. Collateral. In order to secure the prompt and full payment and performance by you of all
your present and future obligations to Buyer in respect of Transactions and this letter agreement
(collectively, the “Obligations”), you hereby grant Buyer a security interest in all Securities
owned by you (or in which you have an interest, to the extent of such interest) heretofore or
hereafter delivered to, held by or for the benefit of, or in the possession of Buyer (collectively
with all income therefrom, all distributions thereon and all proceeds thereof, the “Collateral”).
Except to the extent otherwise expressly provided in a Transaction Document, Collateral held by or
for the benefit of, or pledged to Buyer or one of its affiliates shall be deemed held by or for
the benefit of, or pledged to, such entity (i) both for its own account or the account of others,
as applicable, and (ii) as agent for such entity’s affiliates pursuant thereto. Each item of
Collateral (to the extent of your




 









 







interest therein) shall secure all of the Obligations regardless of whether it is pledged pursuant
to Transaction Documents or otherwise to secure one or more specific Obligations. If an Event of
Default (as such term is defined below) shall have occurred and be continuing, Buyer shall be free
to apply any Collateral to any Obligations in any order, in each case as Buyer shall determine in
its sole discretion; provided, however, that Buyer shall not take possession of or dispose
of any Collateral in any manner expressly inconsistent with terms and conditions relating to taking
possession or disposing of such Collateral set forth in any security agreement to which you and
Buyer are parties. Such security interest shall survive the termination or completion of any
Transaction or the termination of any Transaction Document and shall continue in respect of any
Collateral until such Collateral is returned to you. To the extent, if any, that you are granted
the right in any Transaction Documents to substitute certain Securities for certain Collateral,
such substituted Securities shall be Collateral for all purposes. To the extent, if any, that you
are granted the right in any Transaction Documents to a release of any Collateral, such Collateral
shall be released until and unless an Event of Default occurs or is continuing.




     2. Remedies. (a) In addition to all rights and remedies which Buyer may have under the
Transaction Documents, custom, usage and trade practice and applicable law, and in equity, if an
Event of Default shall have occurred and be continuing Buyer shall be entitled to:




     (i) Cancel and treat as defaulted under, and breached and repudiated by you, any or
all Transactions and Transaction Documents, in which event all amounts expended or losses
incurred by Buyer pursuant to or in connection with such cancellation and treatment shall
constitute Obligations immediately payable by you;




     (ii) In respect of Obligations to sell and/or deliver Securities (other than cash) to
Buyer, purchase a like amount of such Securities in a recognized market therefor or at such
price(s) as Buyer shall reasonably deem satisfactory, in which event any excess of the
amounts paid for such Securities over the amounts which you had agreed to accept therefor
shall constitute Obligations immediately payable by you;




     (iii) In respect of Obligations to purchase and/or accept delivery of Securities from
Buyer, sell a like amount of such Securities in a recognized market therefor or at such
price(s) as Buyer shall reasonably deem satisfactory, in which event any deficiency between
the amounts paid for such Securities and the amounts which you had agreed to pay therefor
shall constitute an Obligation immediately payable by you;




     (iv) Be paid or reimbursed by you for all brokerage expenses, accrued interest,
transfer charges and taxes, reasonable attorneys’ fees and all other losses and reasonable
costs or expenses incurred or expended by Buyer pursuant to or in connection with the
exercise or attempted exercise of any right or remedy which Buyer may have as the result of
the occurrence of an Event of Default, all of which losses, costs and expenses shall
constitute Obligations immediately payable by you;



-2-









 






     (v) Subject to any cure period therefor in any related Transaction Document set off
any obligation of Buyer to you against any Obligation; and/or




     (vi) Apply any Collateral to any Obligations (in the case of Collateral not in the
form of cash or such other marketable or negotiable form as Buyer shall deem acceptable for
application at its last previously reported price in the principal market therefor, by
selling such Collateral in the manner described in clause (iii) above or as otherwise
permitted by law or as may be in accordance with custom, usage or trade practice);
provided, however, that Buyer shall not take possession of or dispose of any
Collateral in any manner expressly inconsistent with terms and conditions relating to
taking possession or disposing of such Collateral set forth in any security agreement to
which you and Buyer are parties.



     (b) None of Buyer’s rights or remedies shall be exclusive of any other available right or
remedy, and each remedy shall be cumulative and in addition to any other right or remedy of Buyer.
Buyer shall be entitled to exercise its rights and remedies against you in such order and to such
extent as it, in its sole discretion, deems appropriate, without regard to the existence,
availability, collectibility or pursuit of any rights or remedies it may have against third parties
including, without limitation, guarantors and issuers of letters of credit. No course of dealing
between you and Buyer nor any delay on the part of Buyer in exercising any of its rights or
remedies shall constitute a waiver thereof, and any such right or remedy may be exercised from time
to time and as often as Buyer may determine.



     3. Events of Default. The occurrence or existence of any of the following shall constitute an
“Event of Default” for purposes of this letter agreement:



     (a) Admission in writing by any of your officers of your inability to, or intention not to,
perform fully when such performance will become due (after any applicable grace or cure
period) any Obligation or any other obligation on your part to any broker, dealer, bank or other
financial institution in respect of a transaction involving Securities not then due;



     (b) The occurrence of any event or the existence of any condition which would entitle
Buyer to exercise any rights or remedies in respect of a breach, default or repudiation
pursuant to a Transaction Document;



     (c) You shall make an assignment for the benefit of creditors, or admit in writing your
inability to pay debts as they become due, or generally not pay your debts as they become due,
or file any petition, application or answer seeking for yourself any entry of an order for relief,
protective decree, reorganization, arrangement, composition, readjustment, liquidation, dissolution or
similar relief under the Bankruptcy Code or any other federal, state or foreign, present or future,
statute, law or regulation, or be the subject of any such order for relief or protective decree entered by
a court, or file any answer admitting or not controverting the material allegations of such a petition
or application filed against you, or seek or acquiesce in the appointment or designation of, or
taking possession by, any trustee, receiver, liquidator or agent in respect of all or a substantial
part of your



-3-









 




property, or your trustees, directors, majority shareholders, partners or other principals, as the
case may be, shall take any action looking to your dissolution or liquidation or to the taking of
any action described in this paragraph (c), or any of the foregoing shall occur in respect of any
one or more of your general partners, principals or parent entities or other persons exercising
control over you;




     (d) An action shall be commenced or a petition or application shall be filed against you
seeking any order for relief, protective decree, reorganization, arrangement, composition,
readjustment, liquidation, dissolution or similar relief under the Bankruptcy Code, Securities
Investor Protection Act or any federal, state or foreign present or future statute, law or regulation
and, prior to the expiration of any cure period therefor in any applicable Transaction Document, such
action, petition or application shall not have been dismissed or all orders or proceedings thereunder
stayed or vacated, or such stay shall be set aside, or any trustee, receiver, liquidator or agent of
all or a substantial part of your property shall be appointed or designated and such appointment or
designation shall not have been vacated;



     (e) A judgment for the payment of money in excess of $1,000,000.00 or affecting all or
a substantial part of your business or property shall be entered or rendered against you, and
such judgment shall not have been discharged in full or effectively stayed as to enforcement and
execution;



     (f) You shall default (as principal, guarantor or surety) in the performance of any material
contract or in the payment of any principal or interest on any indebtedness or in the material
performance of or compliance with any agreement, instrument or other writing evidencing such
indebtedness or delivered pursuant thereto or in connection therewith, which default shall
have continued beyond any applicable period of grace and any cure period therefor in any related
transaction document and, in the case of a default in respect of indebtedness, would permit
the holder of such indebtedness to accelerate payment of the principal thereof prior to its maturity;



     (g) Subject to any cure period therefor in any related transaction document, any statement
of your financial condition prepared by you or at your request shall indicate that, or you
shall have acknowledged that, your financial condition entitles Buyer to exercise any rights or remedies
in respect of a breach, default or repudiation pursuant to such related transaction document;



     (h) The Securities and Exchange Commission, Commodity Futures Trading Commission, any
securities or commodities exchange or association, any banking department or authority, or any
other governmental entity or authority having regulatory authority over a material portion of your
business shall revoke, cancel, enjoin, suspend or fail to renew your registration, licensing,
qualification or other authorization to do business in respect of a material portion of your
business or any material geographic area, which action shall not have been rescinded, discontinued
or stayed within 30 days.



     4. Notices. (a) All notices required or permitted to be made under this letter agreement
shall be effective upon actual receipt, shall be in writing and shall be delivered personally or
by telex



-4-









 





or other telegraphic means:



If to Buyer, at:


Bank of America, N.A.

Bank of America Plaza

901 Main Street, 51st Floor

Dallas, Texas 75202


Attention: Garrett Dolt



     If to you, at the address set forth at the beginning of this letter agreement. Either party
may change the address at which it is to receive notices under this letter agreement by sending
notice thereof pursuant to this provision.



     (b) You shall promptly notify Buyer of the occurrence of any Event of Default, or of the
occurrence of any event or existence of any condition which, with the passage of time or giving of
notice, or both, would constitute an Event of Default.



     5. Miscellaneous. (a) Notwithstanding anything contained in this letter agreement and except
only as may be expressly set forth in the Transaction Documents, Buyer does not agree and has not
agreed to make any loans to you or to otherwise extend credit to you or for your account, and
shall under no circumstances be required to deliver any Securities to you until full payment or
acceptable security therefor shall have been received by Buyer.



     (b) You shall execute and deliver to Buyer such instruments and other writings including,
without limitation, financing statements, and take such other action, all without cost or
expense to Buyer, as Buyer may request to carry out the intent of and transactions contemplated by this
letter agreement and the Transaction Documents.



     (c) This letter agreement shall not be assignable by either party without the prior written
consent of the other party, shall be binding upon and inure to the benefit of the parties and
their respective successors and assigns, shall not be changed except by a written instrument signed
by each of the parties, and shall be governed by and construed in accordance with the internal laws of
the State of New York without reference to principles of conflicts of laws.



Signature Page Follows




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	 	 	 	 	 	 	Very truly yours,	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	BANK OF AMERICA, N.A.	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	

	 	 	 	 	 	By:
	 	/s/ Garrett Dolt	 	 
	

	 	 	 	 	 	 	 	GARRETT DOLT	 	 
	

	 	 	 	 	 	 	 	VICE PRESIDENT	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	ACCEPTED AND AGREED TO:	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	OPTION ONE MORTGAGE CORPORATION	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:
	 	 	 	 	 	 	 	 	 	 
	

	 	 	 	 	 	 	 	 	 	 
	Name:
	 	 	 	 	 	 	 	 	 
	

	 	 	 	 	 	 	 	 	 	 
	Title:
	 	 	 	 	 	 	 	 	 	 
	

	 	 	 	 	 	 	 	 	 	 






 









 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Very truly yours,	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	BANK OF AMERICA, N.A.	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	

	 	 	 	 	 	By:	 

	 
	 	 	 	 	 	 	 	 	 	 
	ACCEPTED AND AGREED TO:	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	OPTION ONE MORTGAGE CORPORATION	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ Rod Columbi	 	 	 	 	 	 	 	 
	

	 	 	 	 	 	 	 	 	 	 
	Name:

	 	Rod Columbi	 	 	 	 	 	 	 	 
	

	 	 	 	 	 	 	 	 	 	 
	Title:

	 	Vice President