0000950137-05-002822 Sample Contracts

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
Indenture • March 9th, 2005 • H&r Block Inc • Services-personal services • New York

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”).

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AMENDED AND RESTATED INDENTURE between OPTION ONE OWNER TRUST 2001-2, as Issuer and WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION, as Indenture Trustee Dated as of November 25, 2003 OPTION ONE OWNER TRUST 2001-2 MORTGAGE-BACKED NOTES
Indenture • March 9th, 2005 • H&r Block Inc • Services-personal services • New York

AMENDED AND RESTATED INDENTURE, dated and effective as of November 25, 2003 (the “Indenture”), between OPTION ONE OWNER TRUST 2001-2, a Delaware business trust, as Issuer (the “Issuer”), and WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION, as Indenture Trustee (the “Indenture Trustee”).

AMENDED AND RESTATED NOTE PURCHASE AGREEMENT among OPTION ONE OWNER TRUST 2001-2 as Issuer and OPTION ONE LOAN WAREHOUSE CORPORATION as Depositor and BANK OF AMERICA, N.A. as Purchaser Dated as of November 25, 2003 OPTION ONE OWNER TRUST 2001-2...
Note Purchase Agreement • March 9th, 2005 • H&r Block Inc • Services-personal services • New York

AMENDED AND RESTATED NOTE PURCHASE AGREEMENT, dated and effective as of November 25, 2003 (the “Note Purchase Agreement”), among OPTION ONE OWNER TRUST 2001-2 (the “Issuer”), OPTION ONE LOAN WAREHOUSE CORPORATION (the “Depositor”), and BANK OF AMERICA, N.A. (“Bank of America,” and in its capacity as Purchaser hereunder, the “Purchaser”).

AMENDMENT NUMBER TWO to the AMENDED AND RESTATED NOTE PURCHASE AGREEMENT, dated as of November 25, 2003 among OPTION ONE OWNER TRUST 2001-2, OPTION ONE LOAN WAREHOUSE CORPORATION and BANK OF AMERICA, N.A.
Note Purchase Agreement • March 9th, 2005 • H&r Block Inc • Services-personal services • New York

This AMENDMENT NUMBER TWO (this “Amendment”) is made and is effective as of this 15th day of February, 2005, among Option One Owner Trust 2001-2 (the “Issuer”), Option One Loan Warehouse Corporation (the “Depositor”) and Bank of America, N.A. (“BofA”, and in its capacity as Purchaser, the “Purchaser”) to the Amended and Restated Note Purchase Agreement, dated as of November 25, 2003, as amended (the “Note Purchase Agreement”), among the Issuer, the Depositor and the Purchaser.

AMENDMENT NUMBER ONE to the NOTE PURCHASE AGREEMENT, dated as of November 14, 2004, among OPTION ONE OWNER TRUST 2003-5, OPTION ONE LOAN WAREHOUSE CORPORATION and CITIGROUP GLOBAL MARKETS REALTY CORP.
The Note Purchase Agreement • March 9th, 2005 • H&r Block Inc • Services-personal services • New York

This AMENDMENT NUMBER ONE (this “Amendment”) is made and is effective as of this 12th day of November, 2004, among Option One Owner Trust 2003-5 (the “Issuer”), Option One Loan Warehouse Corporation (the “Depositor”) and Citigroup Global Markets Realty Corp. (“Citigroup”, and in its capacity as Purchaser, the “Purchaser”) to the Note Purchase Agreement, dated as of November 14, 2003 (as amended, supplemented or otherwise modified from time to time, the “Note Purchase Agreement”), among the Issuer, the Depositor and the Purchaser.

AMENDMENT NUMBER TWO to the AMENDED AND RESTATED SALE AND SERVICING AGREEMENT, Dated as of November 25, 2003, among OPTION ONE OWNER TRUST 2001-2, OPTION ONE LOAN WAREHOUSE CORPORATION, OPTION ONE MORTGAGE CORPORATION and WELLS FARGO BANK N.A.
Sale and Servicing Agreement • March 9th, 2005 • H&r Block Inc • Services-personal services • New York

This AMENDMENT NUMBER TWO (this “Amendment”) is made and is effective as of this 17th day of December, 2004, among Option One Owner Trust 2001-2 (the “Issuer”), Option One Loan Warehouse Corporation (the “Depositor”), Option One Mortgage Corporation (the “Loan Originator” and the “Servicer”) and Wells Fargo Bank N.A., as Indenture Trustee (the “Indenture Trustee”), to the Amended and Restated Sale and Servicing Agreement, dated as of November 25, 2003 (as amended, the “Sale and Servicing Agreement”), among the Issuer, the Depositor, the Loan Originator, the Servicer and the Indenture Trustee, as otherwise amended.

FOURTH AMENDED AND RESTATED REFUND ANTICIPATION LOAN PARTICIPATION AGREEMENT
Refund Anticipation Loan Participation Agreement • March 9th, 2005 • H&r Block Inc • Services-personal services • Delaware

THIS FOURTH AMENDED AND RESTATED REFUND ANTICIPATION LOAN PARTICIPATION AGREEMENT (this “Agreement”), dated as of December ___, 2004, is made by and among BLOCK FINANCIAL CORPORATION, a Delaware corporation (“BFC”), HSBC TAXPAYER FINANCIAL SERVICES INC., formerly known as HOUSEHOLD TAX MASTERS INC., a Delaware corporation (“HSBC TFS”), and, solely for purposes of Section 7.18, HOUSEHOLD TAX MASTERS ACQUISITION CORPORATION, a Delaware corporation (“HTMAC”).

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
Loan Purchase and Contribution Agreement • March 9th, 2005 • H&r Block Inc • Services-personal services • New York

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”).

TERMINATION AGREEMENT
Release Agreement • March 9th, 2005 • H&r Block Inc • Services-personal services

Option in lieu of subject to an Incentive Stock Option, and the Stock Option shall continue and Optionee shall have the right to exercise such Stock Option during the applicable time period described in the Release Agreement and to the extent specified in the Release Agreement.”

AMENDMENT NUMBER ONE to the AMENDED AND RESTATED SALE AND SERVICING AGREEMENT, Dated as of November 25, 2003, among OPTION ONE OWNER TRUST 2001-2, OPTION ONE LOAN WAREHOUSE CORPORATION, OPTION ONE MORTGAGE CORPORATION and WELLS FARGO BANK MINNESOTA,...
Sale and Servicing Agreement • March 9th, 2005 • H&r Block Inc • Services-personal services • New York

This AMENDMENT NUMBER ONE (this “Amendment”) is made and is effective as of this 30th day of April, 2004, among Option One Owner Trust 2001-2 (the “Issuer”), Option One Loan Warehouse Corporation (the “Depositor”), Option One Mortgage Corporation (the “Loan Originator” and the “Servicer”) and Wells Fargo Bank Minnesota, National Association, as Indenture Trustee (the “Indenture Trustee”), to the Amended and Restated Sale and Servicing Agreement, dated as of November 25, 2003 (as amended, the “Sale and Servicing Agreement”), among the Issuer, the Depositor, the Loan Originator, the Servicer and the Indenture Trustee, as otherwise amended.

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