Common use of Payment of Purchase Price for the Mortgage Loans Clause in Contracts

Payment of Purchase Price for the Mortgage Loans. In consideration of the sale of the Mortgage Loans from the Seller to the Purchaser on the Closing Date, the Purchaser agrees to pay to the Seller on the Closing Date (the "Mortgage Loan Purchase Price") by transfer of (i) immediately available funds in an amount equal to $33,599,728.54 and (ii) a 3.37% percentage interest in the Class C Certificates, the Class P Certificates and the Residual Certificates (collectively the "Option One Certificates") which Option One Certificates shall be registered in the name of Option One Mortgage Corporation or a designee of the Seller. The Seller has purchased Cap Contracts on behalf of itself and Option One Owner Trust 2001-1A, Option One Owner Trust 2001-1B, Option One Owner Trust 2001-2, Option One Owner Trust 2003-4, Option Owner Trust 2002-3 and Option One Owner Trust 2003-5 (the "Trust Sellers") in consideration of a distribution by dividend of net cash proceeds and the respective portions of retained Certificates (1) by the Trust Sellers to Option One Loan Warehouse Corporation ("Loan Warehouse Corporation") pursuant to (i) three Sale and Servicing Agreements, each dated April 1, 2001, among the Seller, Loan Warehouse Corporation, Xxxxx Fargo Bank, N.A (formerly known as Xxxxx Fargo Bank Minnesota, National Association). and those respective Trust Sellers, (ii) the Sale and Servicing Agreement, dated July 2, 2002, among the Seller, Loan Warehouse Corporation, Xxxxx Fargo Bank, N.A. (formerly known as Xxxxx Fargo Bank Minnesota, National Association) and Option One Owner Trust 2002-3, (iii) the Sale and Servicing Agreement, dated August 8, 2003, among the Seller, Loan Warehouse Corporation, Xxxxx Fargo Bank, N.A. (formerly known as Xxxxx Fargo Bank Minnesota, National Association) and Option One Owner Trust 2003-4, (iv) the Sale and Servicing Agreement, dated November 1, 2003, among the Seller, Loan Warehouse Corporation, Xxxxx Fargo Bank, N.A. (formerly known as Xxxxx Fargo Bank Minnesota, National Association) and Option One Owner Trust 2003-5, (v) three Trust Agreements, each dated April 1, 2002, between Loan Warehouse Corporation and Wilmington Trust Company pursuant to which those respective Trust Sellers were formed, (vi) the Trust Agreement, dated July 2, 2002, between Loan Warehouse Corporation and Wilmington Trust Company to which Option One Owner Trust 2002-3 was formed, (vii) the Trust Agreement, dated August 8, 2003, between Loan Warehouse Corporation and Wilmington Trust Company to which Option One Owner Trust 2003-4 was formed and (viii) the Trust Agreement, dated November 1, 2003, between Loan Warehouse Corporation and Wilmington Trust Company to which Option One Owner Trust 2003-5 was formed and (2) by Loan Warehouse Corporation to Option One Mortgage Corporation pursuant to resolutions adopted on August 1, 2002. The Seller shall pay, and be billed directly for, all expenses incurred by the Purchaser in connection with the issuance of the Certificates, including, without limitation, printing fees incurred in connection with the prospectus relating to the Certificates, blue sky registration fees and expenses, fees and expenses of Purchaser's counsel, fees of the Rating Agencies requested to rate the Certificates, accountant's fees and expenses and the fees and expenses of the Trustee and other out-of-pocket costs, if any.

Payment of Purchase Price for the Mortgage Loans. In consideration of the sale of the Mortgage Loans from the Seller to the Purchaser on the Closing Date, the Purchaser agrees to pay to the Seller on the Closing Date (the "Mortgage Loan Purchase Price") by transfer of (i) immediately available funds in an amount equal to $33,599,728.54 6,308,160.33 and (ii) a 3.370.64% percentage interest in the Class C Certificates, the Class P Certificates and the Residual Class R Certificates (collectively the "Option One Certificates") which Option One Certificates shall be registered in the name of Option One Mortgage Corporation or a Corporation, as designee of the Seller. The Seller has purchased a Cap Contracts Contract on behalf of itself and Option One Owner Trust 2001-1A, Option One Owner Trust 2001-1B, Option One Owner Trust 2001-2, Option One Owner Trust 2003-4, 2 and Option Owner Trust 2002-3 and Option One Owner Trust 2003-5 (the "Trust Sellers") in consideration of a distribution by dividend of net cash proceeds and the respective portions of retained Certificates (1) by the Trust Sellers to Option One Loan Warehouse Corporation ("Loan Warehouse Corporation") pursuant to (i) three Sale and Servicing Agreements, each dated April 1, 2001, among the Seller, Loan Warehouse Corporation, Xxxxx Fargo Bank, N.A (formerly known as Xxxxx Fargo Bank Minnesota, National Association). Association and those respective Trust Sellers, (ii) the Sale and Servicing Agreement, dated July 2, 2002, among the Seller, Loan Warehouse Corporation, Xxxxx Fargo Bank, N.A. (formerly known as Xxxxx Fargo Bank Minnesota, National Association) Association and Option One Owner Trust 2002-3, (iii) the Sale and Servicing Agreement, dated August 8, 2003, among the Seller, Loan Warehouse Corporation, Xxxxx Fargo Bank, N.A. (formerly known as Xxxxx Fargo Bank Minnesota, National Association) and Option One Owner Trust 2003-4, (iv) the Sale and Servicing Agreement, dated November 1, 2003, among the Seller, Loan Warehouse Corporation, Xxxxx Fargo Bank, N.A. (formerly known as Xxxxx Fargo Bank Minnesota, National Association) and Option One Owner Trust 2003-5, (v) three Trust Agreements, each dated April 1, 2002, between Loan Warehouse Corporation and Wilmington Trust Company pursuant to which those respective Trust Sellers were formed, formed and (viiv) the Trust Agreement, dated July 2, 2002, between Loan Warehouse Corporation and Wilmington Trust Company to which Option One Owner Trust 2002-3 was formed, (vii) the Trust Agreement, dated August 8, 2003, between Loan Warehouse Corporation and Wilmington Trust Company to which Option One Owner Trust 2003-4 was formed and (viii) the Trust Agreement, dated November 1, 2003, between Loan Warehouse Corporation and Wilmington Trust Company to which Option One Owner Trust 2003-5 was formed and (2) by Loan Warehouse Corporation to Option One Mortgage Corporation pursuant to resolutions adopted on August 1, 2002. The Seller shall pay, and be billed directly for, all expenses incurred by the Purchaser in connection with the issuance of the Certificates, including, without limitation, printing fees incurred in connection with the prospectus relating to the Certificates, blue sky registration fees and expenses, fees and expenses of Purchaser's counsel, fees of the Rating Agencies requested to rate the Certificates, accountant's fees and expenses and the fees and expenses of the Trustee and other out-of-pocket costs, if any.

Payment of Purchase Price for the Mortgage Loans. In consideration of the sale of the Mortgage Loans from the Seller to the Purchaser on the Closing Date, the Purchaser agrees to pay to the Seller on the Closing Date (the "Mortgage Loan Purchase Price") by transfer of (i) immediately available funds in an amount equal to $33,599,728.54 35,881,177.45 and (ii) a 3.373.78% percentage interest in the Class C Certificates, the Class P Certificates and the Residual Class R Certificates (collectively the "Option One Certificates") which Option One Certificates shall be registered in the name of Option One Mortgage Corporation or a designee of the SellerCorporation. The Seller has purchased a Cap Contracts Contract on behalf of itself and Option One Owner Trust 2001-1A, Option One Owner Trust 2001-1B, Option One Owner Trust 2001-2, Option One Owner Trust 2003-4, 2 and Option Owner Trust 2002-3 and Option One Owner Trust 2003-5 (the "Trust Sellers") in consideration of a distribution by dividend of net cash proceeds and the respective portions of retained Certificates (1) by the Trust Sellers to Option One Loan Warehouse Corporation ("Loan Warehouse Corporation") pursuant to (i) three Sale and Servicing Agreements, each dated April 1, 2001, among the Seller, Loan Warehouse Corporation, Xxxxx Fargo Bank, N.A (formerly known as Xxxxx Fargo Bank Minnesota, National Association). Association and those respective Trust Sellers, (ii) the Sale and Servicing Agreement, dated July 2, 2002, among the Seller, Loan Warehouse Corporation, Xxxxx Fargo Bank, N.A. (formerly known as Xxxxx Fargo Bank Minnesota, National Association) Association and Option One Owner Trust 2002-2002- 3, (iii) the Sale and Servicing Agreement, dated August 8, 2003, among the Seller, Loan Warehouse Corporation, Xxxxx Fargo Bank, N.A. (formerly known as Xxxxx Fargo Bank Minnesota, National Association) and Option One Owner Trust 2003-4, (iv) the Sale and Servicing Agreement, dated November 1, 2003, among the Seller, Loan Warehouse Corporation, Xxxxx Fargo Bank, N.A. (formerly known as Xxxxx Fargo Bank Minnesota, National Association) and Option One Owner Trust 2003-5, (v) three Trust Agreements, each dated April 1, 2002, between Loan Warehouse Corporation and Wilmington Trust Company pursuant to which those respective Trust Sellers were formed, formed and (viiv) the Trust Agreement, dated July 2, 2002, between Loan Warehouse Corporation and Wilmington Trust Company to which Option One Owner Trust 2002-3 was formed, (vii) the Trust Agreement, dated August 8, 2003, between Loan Warehouse Corporation and Wilmington Trust Company to which Option One Owner Trust 2003-4 was formed and (viii) the Trust Agreement, dated November 1, 2003, between Loan Warehouse Corporation and Wilmington Trust Company to which Option One Owner Trust 2003-5 2 was formed and (2) by Loan Warehouse Corporation to Option One Mortgage Corporation pursuant to resolutions adopted on August March 1, 20022003. The Seller shall pay, and be billed directly for, all expenses incurred by the Purchaser in connection with the issuance of the Certificates, including, without limitation, printing fees incurred in connection with the prospectus relating to the Certificates, blue sky registration fees and expenses, fees and expenses of Purchaser's counsel, fees of the Rating Agencies requested to rate the Certificates, accountant's fees and expenses and the fees and expenses of the Trustee and other out-of-pocket costs, if any.

Payment of Purchase Price for the Mortgage Loans. In consideration of the sale of the Mortgage Loans from the Seller to the Purchaser on the Closing Date, the Purchaser agrees to pay to the Seller on the Closing Date (the "Mortgage Loan Purchase Price") by transfer of (i) immediately available funds in an amount equal to $33,599,728.54 82,707,691.61 and (ii) a 3.3710.36% percentage interest in the Class C Certificates, the Class P Certificates and the Residual Certificates (collectively the "Option One Certificates") which Option One Certificates shall be registered in the name of Option One Mortgage Corporation or a designee of the Seller. The Seller has purchased Cap Contracts on behalf of itself and Option One Owner Trust 2001-1A, Option One Owner Trust 2001-1B, Option One Owner Trust 2001-2, Option One Owner Trust 2003-4, Option Owner Trust 2002-3 and Option One Owner Trust 2003-5 (the "Trust Sellers") in consideration of a distribution by dividend of net cash proceeds and the respective portions of retained Certificates (1) by the Trust Sellers to Option One Loan Warehouse Corporation ("Loan Warehouse Corporation") pursuant to (i) three Sale and Servicing Agreements, each dated April 1, 2001, among the Seller, Loan Warehouse Corporation, Xxxxx Wxxxx Fargo Bank, N.A (formerly known as Xxxxx Wxxxx Fargo Bank Minnesota, National Association). and those respective Trust Sellers, (ii) the Sale and Servicing Agreement, dated July 2, 2002, among the Seller, Loan Warehouse Corporation, Xxxxx Wxxxx Fargo Bank, N.A. (formerly known as Xxxxx Wxxxx Fargo Bank Minnesota, National Association) and Option One Owner Trust 2002-3, (iii) the Sale and Servicing Agreement, dated August 8, 2003, among the Seller, Loan Warehouse Corporation, Xxxxx Wxxxx Fargo Bank, N.A. (formerly known as Xxxxx Wxxxx Fargo Bank Minnesota, National Association) and Option One Owner Trust 2003-4, (iv) the Sale and Servicing Agreement, dated November 1, 2003, among the Seller, Loan Warehouse Corporation, Xxxxx Wxxxx Fargo Bank, N.A. (formerly known as Xxxxx Wxxxx Fargo Bank Minnesota, National Association) and Option One Owner Trust 2003-5, (v) three Trust Agreements, each dated April 1, 2002, between Loan Warehouse Corporation and Wilmington Trust Company pursuant to which those respective Trust Sellers were formed, (vi) the Trust Agreement, dated July 2, 2002, between Loan Warehouse Corporation and Wilmington Trust Company to which Option One Owner Trust 2002-3 was formed, (vii) the Trust Agreement, dated August 8, 2003, between Loan Warehouse Corporation and Wilmington Trust Company to which Option One Owner Trust 2003-4 was formed and (viii) the Trust Agreement, dated November 1, 2003, between Loan Warehouse Corporation and Wilmington Trust Company to which Option One Owner Trust 2003-5 was formed and (2) by Loan Warehouse Corporation to Option One Mortgage Corporation pursuant to resolutions adopted on August 1, 2002. The Seller shall pay, and be billed directly for, all expenses incurred by the Purchaser in connection with the issuance of the Certificates, including, without limitation, printing fees incurred in connection with the prospectus relating to the Certificates, blue sky registration fees and expenses, fees and expenses of Purchaser's counsel, fees of the Rating Agencies requested to rate the Certificates, accountant's fees and expenses and the fees and expenses of the Trustee and other out-of-pocket costs, if any.

Payment of Purchase Price for the Mortgage Loans. In consideration of the sale of the Mortgage Loans from the Seller to the Purchaser on the Closing Date, the Purchaser agrees to pay to the Seller on the Closing Date (the "Mortgage Loan Purchase Price") by transfer of (i) immediately available funds in an amount equal to $33,599,728.54 24,732,652.27 and (ii) a 3.374.14% percentage interest in the Class C Certificates, the Class P Certificates and the Residual Class R Certificates (collectively the "Option One Certificates") which Option One Certificates shall be registered in the name of Option One Mortgage Corporation or a Corporation, as designee of the Seller. The Seller has purchased Cap Contracts on behalf of itself and Option One Owner Trust 2001-1A, Option One Owner Trust 2001-1B, Option One Owner Trust 2001-2, Option One Owner Trust 2003-4, Option Owner Trust 2002-3 and Option One Owner Trust 2003-5 (the "Trust Sellers") in consideration of a distribution by dividend of net cash proceeds and the respective portions of retained Certificates (1) by the Trust Sellers to Option One Loan Warehouse Corporation ("Loan Warehouse Corporation") pursuant to (i) three Sale and Servicing Agreements, each dated April 1, 2001, among the Seller, Loan Warehouse Corporation, Xxxxx Wxxxx Fargo Bank, N.A (formerly known as Xxxxx Wxxxx Fargo Bank Minnesota, National Association). and those respective Trust Sellers, (ii) the Sale and Servicing Agreement, dated July 2, 2002, among the Seller, Loan Warehouse Corporation, Xxxxx Wxxxx Fargo Bank, N.A. (formerly known as Xxxxx Wxxxx Fargo Bank Minnesota, National Association) and Option One Owner Trust 2002-3, (iii) the Sale and Servicing Agreement, dated August 8, 2003, among the Seller, Loan Warehouse Corporation, Xxxxx Fargo Bank, N.A. (formerly known as Xxxxx Fargo Bank Minnesota, National Association) and Option One Owner Trust 2003-4, (iv) the Sale and Servicing Agreement, dated November 1, 2003, among the Seller, Loan Warehouse Corporation, Xxxxx Wxxxx Fargo Bank, N.A. (formerly known as Xxxxx Wxxxx Fargo Bank Minnesota, National Association) and Option One Owner Trust 2003-5, (viv) three Trust Agreements, each dated April 1, 2002, between Loan Warehouse Corporation and Wilmington Trust Company pursuant to which those respective Trust Sellers were formed, (viv) the Trust Agreement, dated July 2, 2002, between Loan Warehouse Corporation and Wilmington Trust Company to which Option One Owner Trust 2002-3 was formed, (viivi) the Trust Agreement, dated August 8, 2003, between Loan Warehouse Corporation and Wilmington Trust Company to which Option One Owner Trust 2003-4 was formed and formed, (viiivii) the Trust Agreement, dated November 1, 2003, between Loan Warehouse Corporation and Wilmington Trust Company to which Option One Owner Trust 2003-5 was formed and (2) by Loan Warehouse Corporation to Option One Mortgage Corporation pursuant to resolutions adopted on August 1, 2002. The Seller shall pay, and be billed directly for, all expenses incurred by the Purchaser in connection with the issuance of the Certificates, including, without limitation, printing fees incurred in connection with the prospectus relating to the Certificates, blue sky registration fees and expenses, fees and expenses of Purchaser's counsel, fees of the Rating Agencies requested to rate the Certificates, accountant's fees and expenses and the fees and expenses of the Trustee and other out-of-pocket costs, if any.

Payment of Purchase Price for the Mortgage Loans. In consideration of the sale of the Mortgage Loans from the Seller to the Purchaser on the Closing Date, the Purchaser agrees to pay to the Seller on the Closing Date (the "Mortgage Loan Purchase Price") by transfer of (i) immediately available funds in an amount equal to $33,599,728.54 9,724,403.66 and (ii) a 3.371.72% percentage interest in the Class C Certificates, the Class P Certificates and the Residual Class R Certificates (collectively the "Option One Certificates") which Option One Certificates shall be registered in the name of Option One Mortgage Corporation or a Corporation, as designee of the Seller. The Seller has purchased Cap Contracts on behalf of itself and Option One Owner Trust 2001-1A, Option One Owner Trust 2001-1B, Option One Owner Trust 2001-2, Option One Owner Trust 2003-4, 4 and Option Owner Trust 2002-3 and Option One Owner Trust 2003-5 (the "Trust Sellers") in consideration of a distribution by dividend of net cash proceeds and the respective portions of retained Certificates (1) by the Trust Sellers to Option One Loan Warehouse Corporation ("Loan Warehouse Corporation") pursuant to (i) three Sale and Servicing Agreements, each dated April 1, 2001, among the Seller, Loan Warehouse Corporation, Xxxxx Fargo Bank, N.A (formerly known as Xxxxx Wells Fargo Bank Minnesota, National Association). Nationax Xxxociation and those respective Trust Sellers, (ii) the Sale and Servicing Agreement, dated July 2, 2002, among the Seller, Loan Warehouse Corporation, Xxxxx Fargo Bank, N.A. (formerly known as Xxxxx Wells Fargo Bank Minnesota, National Association) Nationax Xxxociation and Option One Owner Trust 2002-2002- 3, (iii) the Sale and Servicing Agreement, dated August 8, 2003, among the Seller, Loan Warehouse Corporation, Xxxxx Fargo Bank, N.A. (formerly known as Xxxxx Fargo Bank Minnesota, National Association) and Option One Owner Trust 2003-4, (iv) the Sale and Servicing Agreement, dated November 1, 2003, among the Seller, Loan Warehouse Corporation, Xxxxx Fargo Bank, N.A. (formerly known as Xxxxx Fargo Bank Minnesota, National Association) and Option One Owner Trust 2003-5, (v) three Trust Agreements, each dated April 1, 2002, between Loan Warehouse Corporation and Wilmington Trust Company pursuant to which those respective Trust Sellers were formed, (viiv) the Trust Agreement, dated July 2, 2002, between Loan Warehouse Corporation and Wilmington Trust Company to which Option One Owner Trust 2002-2002- 3 was formed, formed and (viiv) the Trust Agreement, dated August 8, 2003, between Loan Warehouse Corporation and Wilmington Trust Company to which Option One Owner Trust 2003-4 was formed and (viii) the Trust Agreement, dated November 1, 2003, between Loan Warehouse Corporation and Wilmington Trust Company to which Option One Owner Trust 2003-5 was formed and (2and(2) by Loan Warehouse Corporation to Option One Mortgage Corporation pursuant to resolutions adopted on August 1, 2002. The Seller shall pay, and be billed directly for, all expenses incurred by the Purchaser in connection with the issuance of the Certificates, including, without limitation, printing fees incurred in connection with the prospectus relating to the Certificates, blue sky registration fees and expenses, fees and expenses of Purchaser's counsel, fees of the Rating Agencies requested to rate the Certificates, accountant's fees and expenses and the fees and expenses of the Trustee and other out-of-pocket costs, if any.

Payment of Purchase Price for the Mortgage Loans. In consideration of the sale of the Mortgage Loans from the Seller to the Purchaser on the Closing Date, the Purchaser agrees to pay to the Seller on the Closing Date (the "Mortgage Loan Purchase Price") by transfer of (i) immediately available funds in an amount equal to $33,599,728.54 4,375,633.02 and (ii) a 3.370.35% percentage interest in the Class C Certificates, the Class P Certificates, the Class R Certificates and the Residual Class R-X Certificates (collectively the "Option One Certificates") which Option One Certificates shall be registered in the name of Option One Mortgage Corporation or a designee of the SellerCorporation. The Seller has purchased a Cap Contracts Contract on behalf of itself and Option One Owner Trust 2001-1A, Option One Owner Trust 2001-1B, Option One Owner Trust 2001-2, Option One Owner Trust 2003-4, 2 and Option Owner Trust 2002-3 and Option One Owner Trust 2003-5 (the "Trust Sellers") in consideration of a distribution by dividend of net cash proceeds and the respective portions of retained Certificates (1) by the Trust Sellers to Option One Loan Warehouse Corporation ("Loan Warehouse Corporation") pursuant to (i) three Sale and Servicing Agreements, each dated April 1, 2001, among the Seller, Loan Warehouse Corporation, Xxxxx Fargo Bank, N.A (formerly known as Xxxxx Fargo Bank Minnesota, National Association). Association and those respective Trust Sellers, (ii) the Sale and Servicing Agreement, dated July 2, 2002, among the Seller, Loan Warehouse Corporation, Xxxxx Fargo Bank, N.A. (formerly known as Xxxxx Fargo Bank Minnesota, National Association) Association and Option One Owner Trust 2002-3, (iii) the Sale and Servicing Agreement, dated August 8, 2003, among the Seller, Loan Warehouse Corporation, Xxxxx Fargo Bank, N.A. (formerly known as Xxxxx Fargo Bank Minnesota, National Association) and Option One Owner Trust 2003-4, (iv) the Sale and Servicing Agreement, dated November 1, 2003, among the Seller, Loan Warehouse Corporation, Xxxxx Fargo Bank, N.A. (formerly known as Xxxxx Fargo Bank Minnesota, National Association) and Option One Owner Trust 2003-5, (v) three Trust Agreements, each dated April 1, 2002, between Loan Warehouse Corporation and Wilmington Trust Company pursuant to which those respective Trust Sellers were formed, formed and (viiv) the Trust Agreement, dated July 2, 2002, between Loan Warehouse Corporation and Wilmington Trust Company to which Option One Owner Trust 2002-3 was formed, (vii) the Trust Agreement, dated August 8, 2003, between Loan Warehouse Corporation and Wilmington Trust Company to which Option One Owner Trust 2003-4 was formed and (viii) the Trust Agreement, dated November 1, 2003, between Loan Warehouse Corporation and Wilmington Trust Company to which Option One Owner Trust 2003-5 2 was formed and (2) by Loan Warehouse Corporation to Option One Mortgage Corporation pursuant to resolutions adopted on August 1, 2002. The Seller shall pay, and be billed directly for, all expenses incurred by the Purchaser in connection with the issuance of the Certificates, including, without limitation, printing fees incurred in connection with the prospectus relating to the Certificates, blue sky registration fees and expenses, fees and expenses of Purchaser's counsel, fees of the Rating Agencies requested to rate the Certificates, accountant's fees and expenses and the fees and expenses of the Trustee and other out-of-pocket costs, if any.

Payment of Purchase Price for the Mortgage Loans. In consideration of the sale of the Mortgage Loans from the Seller to the Purchaser on the Closing Date, the Purchaser agrees to pay to the Seller on the Closing Date (the "Mortgage Loan Purchase Price") by transfer of (i) immediately available funds in an amount equal to $33,599,728.54 54,924,765.80 and (ii) a 3.377.29% percentage interest in the Class C Certificates, the Class P Certificates and the Residual Class R Certificates (collectively the "Option One Certificates") which Option One Certificates shall be registered in the name of Option One Mortgage Corporation or a Corporation, as designee of the Seller. The Seller has purchased Cap Contracts on behalf of itself and Option One Owner Trust 2001-1A, Option One Owner Trust 2001-1B, Option One Owner Trust 2001-2, Option One Owner Trust 2003-4, Option Owner Trust 2002-3 and Option One Owner Trust 2003-5 (the "Trust Sellers") in consideration of a distribution by dividend of net cash proceeds and the respective portions of retained Certificates (1) by the Trust Sellers to Option One Loan Warehouse Corporation ("Loan Warehouse Corporation") pursuant to (i) three Sale and Servicing Agreements, each dated April 1, 2001, among the Seller, Loan Warehouse Corporation, Xxxxx Wells Fargo Bank, N.A (formerly known as Xxxxx knxxx xs Wells Fargo Bank Minnesota, National AssociationNationxx Xxsociation). and those respective Trust Sellers, (ii) the Sale and Servicing Agreement, dated July 2, 2002, among the Seller, Loan Warehouse Corporation, Xxxxx Wells Fargo Bank, N.A. (formerly known kxxxx as Xxxxx Wells Fargo Bank Minnesota, National AssociationNationxx Xxsociation) and Option One Owner Trust 2002-3, (iii) the Sale and Servicing Agreement, dated August 8, 2003, among the Seller, Loan Warehouse Corporation, Xxxxx Fargo Bank, N.A. (formerly known as Xxxxx Fargo Bank Minnesota, National Association) and Option One Owner Trust 2003-4, (iv) the Sale and Servicing Agreement, dated November 1, 2003, among the Seller, Loan Warehouse Corporation, Xxxxx Wells Fargo Bank, N.A. (formerly known kxxxx as Xxxxx Wells Fargo Bank Minnesota, National AssociationNationxx Xxsociation) and Option One Owner Trust 2003-5, (viv) three Trust Agreements, each dated April 1, 2002, between Loan Warehouse Corporation and Wilmington Trust Company pursuant to which those respective Trust Sellers were formed, (viv) the Trust Agreement, dated July 2, 2002, between Loan Warehouse Corporation and Wilmington Trust Company to which Option One Owner Trust 2002-3 was formed, (viivi) the Trust Agreement, dated August 8, 2003, between Loan Warehouse Corporation and Wilmington Trust Company to which Option One Owner Trust 2003-4 was formed and formed, (viiivii) the Trust Agreement, dated November 1, 2003, between Loan Warehouse Corporation and Wilmington Trust Company to which Option One Owner Trust 2003-5 was formed and (2) by Loan Warehouse Corporation to Option One Mortgage Corporation pursuant to resolutions adopted on August 1, 2002. The Seller shall pay, and be billed directly for, all expenses incurred by the Purchaser in connection with the issuance of the Certificates, including, without limitation, printing fees incurred in connection with the prospectus relating to the Certificates, blue sky registration fees and expenses, fees and expenses of Purchaser's counsel, fees of the Rating Agencies requested to rate the Certificates, accountant's fees and expenses and the fees and expenses of the Trustee and other out-of-pocket costs, if any.

Payment of Purchase Price for the Mortgage Loans. In consideration of the sale of the Mortgage Loans from the Seller to the Purchaser on the Closing Date, the Purchaser agrees to pay to the Seller on the Closing Date (the "Mortgage Loan Purchase Price") by transfer of (i) immediately available funds in an amount equal to $33,599,728.54 2,682,609.05 and (ii) a 3.370.48% percentage interest in the Class C Certificates, the Class P Certificates and the Residual Class R Certificates (collectively the "Option One Certificates") which Option One Certificates shall be registered in the name of Option One Mortgage Corporation or a Corporation, as designee of the Seller. The Seller has purchased a Cap Contracts Contract on behalf of itself and Option One Owner Trust 2001-1A, Option One Owner Trust 2001-1B, Option One Owner Trust 2001-2, Option One Owner Trust 2003-4, 2 and Option Owner Trust 2002-3 and Option One Owner Trust 2003-5 (the "Trust Sellers") in consideration of a distribution by dividend of net cash proceeds and the respective portions of retained Certificates (1) by the Trust Sellers to Option One Loan Warehouse Corporation ("Loan Warehouse Corporation") pursuant to (i) three Sale and Servicing Agreements, each dated April 1, 2001, among the Seller, Loan Warehouse Corporation, Xxxxx Fargo Bank, N.A (formerly known as Xxxxx Fargo Bank Minnesota, National Association). Association and those respective Trust Sellers, (ii) the Sale and Servicing Agreement, dated July 2, 2002, among the Seller, Loan Warehouse Corporation, Xxxxx Fargo Bank, N.A. (formerly known as Xxxxx Fargo Bank Minnesota, National Association) Association and Option One Owner Trust 2002-3, (iii) the Sale and Servicing Agreement, dated August 8, 2003, among the Seller, Loan Warehouse Corporation, Xxxxx Fargo Bank, N.A. (formerly known as Xxxxx Fargo Bank Minnesota, National Association) and Option One Owner Trust 2003-4, (iv) the Sale and Servicing Agreement, dated November 1, 2003, among the Seller, Loan Warehouse Corporation, Xxxxx Fargo Bank, N.A. (formerly known as Xxxxx Fargo Bank Minnesota, National Association) and Option One Owner Trust 2003-5, (v) three Trust Agreements, each dated April 1, 2002, between Loan Warehouse Corporation and Wilmington Trust Company pursuant to which those respective Trust Sellers were formed, formed and (viiv) the Trust Agreement, dated July 2, 2002, between Loan Warehouse Corporation and Wilmington Trust Company to which Option One Owner Trust 2002-3 was formed, (vii) the Trust Agreement, dated August 8, 2003, between Loan Warehouse Corporation and Wilmington Trust Company to which Option One Owner Trust 2003-4 was formed and (viii) the Trust Agreement, dated November 1, 2003, between Loan Warehouse Corporation and Wilmington Trust Company to which Option One Owner Trust 2003-5 was formed and (2) by Loan Warehouse Corporation to Option One Mortgage Corporation pursuant to resolutions adopted on August 1, 2002. The Seller shall pay, and be billed directly for, all expenses incurred by the Purchaser in connection with the issuance of the Certificates, including, without limitation, printing fees incurred in connection with the prospectus relating to the Certificates, blue sky registration fees and expenses, fees and expenses of Purchaser's counsel, fees of the Rating Agencies requested to rate the Certificates, accountant's fees and expenses and the fees and expenses of the Trustee and other out-of-pocket costs, if any.