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