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,