INDENTURE between OPTION ONE OWNER TRUST 2002-3 as Issuer and WELLS FARGO BANK, N.A. as Indenture Trustee Dated as of January 19, 2007 OPTION ONE OWNER TRUST 2002-3 MORTGAGE-BACKED NOTESIndenture • March 14th, 2007 • H&r Block Inc • Services-personal services • New York
INDENTURE dated as of January 19, 2007 (the “Indenture”), between OPTION ONE OWNER TRUST 2002-3, a Delaware statutory trust, as Issuer (the “Issuer”), and WELLS FARGO BANK, N.A. (“Wells Fargo”), as Indenture Trustee (the “Indenture Trustee”).
OMNIBUS AMENDMENT AND CONSENT AGREEMENTOmnibus Amendment and Consent Agreement • March 14th, 2007 • H&r Block Inc • Services-personal services • New York
This OMNIBUS AMENDMENT AND CONSENT AGREEMENT (the “Amendment and Consent”) dated as of December 29, 2006 is by and among Option One Owner Trust 2005-8 (the “Issuer”), Option One Mortgage Corporation (“OOMC”), in its capacity as loan originator (in such capacity, the “Loan Originator”) and as servicer (in such capacity, the “Servicer”), Option One Mortgage Capital Corporation (“Capital”), Option One Loan Warehouse Corporation (the “Depositor”) , Wells Fargo Bank, National Association, as indenture trustee (the “Indenture Trustee”), and Merrill Lynch Bank USA, as purchaser (in such capacity, the “Purchaser”) and as Noteholder Agent (in such capacity, the “Noteholder Agent”). Capitalized terms used herein but not specifically defined herein shall have the meanings given to such terms in the Sale and Servicing Agreement (as defined below) or the Indenture (as defined below).
SECOND AMENDED AND RESTATED SALE AND SERVICING AGREEMENT among OPTION ONE OWNER TRUST 2002-3 as Issuer and OPTION ONE LOAN WAREHOUSE CORPORATION as Depositor and OPTION ONE MORTGAGE CORPORATION as Loan Originator and Servicer OPTION ONE MORTGAGE...Sale and Servicing Agreement • March 14th, 2007 • H&r Block Inc • Services-personal services • New York
This Second Amended and Restated Sale and Servicing Agreement (this “Agreement”) is entered into effective as of January 19, 2007, among OPTION ONE OWNER TRUST 2002-3, a Delaware statutory trust (the “Issuer” or the “Trust”), OPTION ONE LOAN WAREHOUSE CORPORATION, a Delaware corporation, as Depositor (in such capacity, the “Depositor”), OPTION ONE MORTGAGE CORPORATION, a California corporation (“Option One”), as a Loan Originator (in such capacity, a “Loan Originator”) and as Servicer (in such capacity, the “Servicer”), OPTION ONE MORTGAGE CAPITAL CORPORATION, a Delaware corporation (“Option One Capital”), as a Loan Originator (a “Loan Originator”), and WELLS FARGO BANK, N.A., a national banking association, as Indenture Trustee on behalf of the Noteholders (in such capacity, the “Indenture Trustee”). This Agreement amends and restates in its entirety the Amended and Restated Sale and Servicing Agreement by and among the Issuer, the Depositor, Option One and the Indenture Trustee dated
NOTE PURCHASE AGREEMENT among OPTION ONE OWNER TRUST 2007-5A as Issuer and OPTION ONE LOAN WAREHOUSE CORPORATION as Depositor and CITIGROUP GLOBAL MARKETS REALTY CORP. as purchaser Dated as of January 1, 2007 OPTION ONE OWNER TRUST 2007-5A...Note Purchase Agreement • March 14th, 2007 • H&r Block Inc • Services-personal services • New York
NOTE PURCHASE AGREEMENT dated as of January 1, 2007 (the “Note Purchase Agreement”), among OPTION ONE OWNER TRUST 2007-5A (the “Issuer”), OPTION ONE LOAN WAREHOUSE CORPORATION (the “Depositor”), and CITIGROUP GLOBAL MARKETS REALTY CORP. (“Citigroup.” and in its capacity as Purchaser hereunder, the “Purchaser”).
INDENTURE between OPTION ONE OWNER TRUST 2007-5A as Issuer and WELLS FARGO BANK, N.A. as Indenture Trustee Dated as of January 1, 2007 OPTION ONE OWNER TRUST 2007-5A MORTGAGE-BACKED NOTESIndenture • March 14th, 2007 • H&r Block Inc • Services-personal services • New York
INDENTURE dated as of January 1, 2007 (the “Indenture”), between OPTION ONE OWNER TRUST 2007-5A, a Delaware statutory trust, as Issuer (the “Issuer”), and WELLS FARGO BANK, N.A., as Indenture Trustee (the “Indenture Trustee”).
CREDIT AND GUARANTEE AGREEMENT dated as of January 2, 2007 among BLOCK FINANCIAL CORPORATION, as Borrower, H&R BLOCK, INC., as Guarantor, and HSBC FINANCE CORPORATION, as Lender $3,000,000,000 REVOLVING CREDIT FACILITYCredit and Guarantee Agreement • March 14th, 2007 • H&r Block Inc • Services-personal services • New York
CREDIT AND GUARANTEE AGREEMENT, dated as of January 2, 2007, among BLOCK FINANCIAL CORPORATION, a Delaware corporation, as Borrower, H&R BLOCK, INC., a Missouri corporation, as Guarantor, and HSBC FINANCE CORPORATION, a Delaware corporation, as Lender.
OMNIBUS AMENDMENT AND CONSENT AGREEMENTOmnibus Amendment and Consent Agreement • March 14th, 2007 • H&r Block Inc • Services-personal services • New York
This OMNIBUS AMENDMENT AND CONSENT AGREEMENT (the “Amendment and Consent”) dated as of December 29,2006 is by and among Option One Owner Trust 2005-9 (the “Issuer”), Option One Mortgage Corporation (“OOMC”), in its capacity as loan originator (in such capacity, the “Loan Originator”) and as servicer (in such capacity, the “Servicer”), Option One Mortgage Capital Corporation (“Capital”), Option One Loan Warehouse Corporation (the “Depositor”), Wells Fargo Bank, National Association, as indenture trustee (the “Indenture Trustee”), and DB Structured Products, Inc., Gemini Securitization Corp., LLC, Aspen Funding Corp. and Newport Funding Corp. (collectively, the “Purchasers”) and DB Structured Products, Inc., as noteholder agent (the “Noteholder Agent”).. Capitalized terms used herein but not specifically defined herein shall have the meanings given to such terms in the Sale and Servicing Agreement (as defined below) or the Indenture (as defined below).
FIRST AMENDMENTFive-Year Credit and Guarantee Agreement • March 14th, 2007 • H&r Block Inc • Services-personal services • New York
THIS FIRST AMENDMENT dated as of November 28, 2006 (this “Amendment”) amends the Five-Year Credit and Guarantee Agreement dated as of August 10, 2005 (the “Credit Agreement”) among Block Financial Corporation (the “Borrower”), H&R Block, Inc. (the “Guarantor”), various financial institutions (the “Lenders”) and JPMorgan Chase Bank, N.A., as administrative agent for the Lenders (in such capacity, the “Administrative Agent”). Capitalized terms used but not defined herein have the respective meanings set forth in the Credit Agreement.
OMNIBUS AMENDMENT OPTION ONE OWNER TRUST 2003-5Omnibus Amendment • March 14th, 2007 • H&r Block Inc • Services-personal services • New York
This OMNIBUS AMENDMENT (the “Amendment”) dated as of January 1, 2007 is by and among Option One Owner Trust 2003-5 (the “Issuer”), Option One Mortgage Corporation (“OOMC”), in its capacity as loan originator (in such capacity, the “Loan Originator”) and as servicer (in such capacity, the “Servicer”), Option One Mortgage Capital Corporation (“Capital”), Option One Loan Warehouse Corporation (the “Depositor”), Wells Fargo Bank, National Association (successor-in-interest to Wells Fargo Bank Minnesota, National Association), as indenture trustee (the “Indenture Trustee”), and Citigroup Global Markets Realty Corp. (the “Purchaser”). Capitalized terms used herein but not specifically defined herein shall have the meanings given to such terms in the Sale and Servicing Agreement (as defined below) or the Indenture referred to therein.
AMENDMENT NUMBER FIVE to the SECOND AMENDED AND RESTATED SALE AND SERVICING AGREEMENT, Dated as of March 8, 2005, 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 14th, 2007 • H&r Block Inc • Services-personal services • New York
This AMENDMENT NUMBER FIVE (this “Amendment”) is made and is effective as of this 7th day of September, 2006 (the “Effective Date”), 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 Second Amended and Restated Sale and Servicing Agreement, dated as of March 8, 2005, as amended (the “Sale and Servicing Agreement”), among the Issuer, the Depositor, the Loan Originator, the Servicer and the Indenture Trustee.
WAIVERWaiver • March 14th, 2007 • H&r Block Inc • Services-personal services • New York
THIS WAIVER (the “Waiver”) is entered into as of January _, 2007 by and among OPTION ONE OWNER TRUST 2003-4 (the “Issuer”), OPTION ONE MORTGAGE CORPORATION (“OQMC”) and OPTION ONE MORTGAGE CAPITAL CORPORATION (“OOMCC,”) and together with OOMC in its capacity as loan originator in such capacity, the “Loan Originator”), OOMC as servicer (in such capacity, the “Servicer”), OPTION ONE LOAN WAREHOUSE CORPORATION (the “Depositor,” and together with OOMC and OOMCC, the “ Entities”), WELLS FARGO BANK, NATIONAL ASSOCIATION, as indenture trustee (the “Indenture Trustee”) and the MAJORITY NOTEHOLDERS party hereto. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Sale and Servicing Agreement referred to below.
SECOND AMENDED AND RESTATED NOTE PURCHASE AGREEMENT among OPTION ONE OWNER TRUST 2002-3 as Issuer, OPTION ONE LOAN WAREHOUSE CORPORATION as Depositor and UBS REAL ESTATE SECURITIES INC. as Purchaser Dated as of January 19, 2007 OPTION ONE OWNER TRUST...Note Purchase Agreement • March 14th, 2007 • H&r Block Inc • Services-personal services • New York
SECOND AMENDED AND RESTATED NOTE PURCHASE AGREEMENT, dated as of January 19, 2007 (the “Note Purchase Agreement”), among OPTION ONE OWNER TRUST 2002-3 (the “Issuer”), OPTION ONE LOAN WAREHOUSE CORPORATION (the “Depositor”), and UBS REAL ESTATE SECURITIES INC. (“UBS” and in its capacity as the purchaser, the “Purchaser”).
OMNIBUS AMENDMENT AND CONSENT AGREEMENTOmnibus Amendment and Consent Agreement • March 14th, 2007 • H&r Block Inc • Services-personal services • New York
This OMNIBUS AMENDMENT AND CONSENT AGREEMENT (the “Amendment and Consent”) dated as of December 29,2006 is by and among Option One Owner Trust 2001-2 (the “Issuer”) Option One Mortgage Corporation (“OQMC”), in its capacity as loan originator (in such capacity, the “Loan Originator”) and as servicer (in such capacity, the “Servicer”), Option One Mortgage Capital Corporation (“Capital”), Option One Loan Warehouse Corporation (the “Depositor”), Wells Fargo Bank, National Association (successor to Wells Fargo Bank Minnesota, National Association), as indenture trustee (the “Indenture Trustee”), and Bank of America, N.A. (the “Purchaser”). Capitalized terms used herein but not specifically defined herein shall have the meanings given to such terms in the Sale and Servicing Agreement (as defined below) or Indenture (as defined below).
OMNIBUS AMENDMENT NUMBER FOUR to the OPTION ONE OWNER TRUST 2005-6 WAREHOUSE FACILITYOmnibus Amendment • March 14th, 2007 • H&r Block Inc • Services-personal services • New York
This OMNIBUS AMENDMENT NUMBER FOUR (this “Amendment”) is made and is effective as of this 12th day of July, 2006, among Option One Owner Trust 2005-6 as issuer (the “Issuer”), Option One Loan Warehouse Corporation as depositor (the “Depositor”), Option One Mortgage Corporation as loan originator and servicer (“Option One”), Wells Fargo Bank, N.A. as indenture trustee (the “Indenture Trustee”) and Lehman Brothers Bank as noteholder agent and purchaser (“Lehman Brothers”) to (i) the Pricing Letter, dated as of June 1, 2005 among the Issuer, the Depositor, Option One and the Indenture Trustee (as amended or supplemented, the “Pricing Letter”) and (ii) the Sale and Servicing Agreement, dated as of June 1, 2005 (as amended, supplemented or otherwise modified from time to time, the “Sale and Servicing Agreement”), among the Issuer, the Depositor, Option One and the Indenture Trustee (as amended, supplemented or otherwise modified from time to time, the “Sale and Servicing Agreement” and toge
FIRST AMENDED AND RESTATED HSBC SETTLEMENT PRODUCTS SERVICING AGREEMENT Dated as of November 13, 2006HSBC Settlement Products Servicing Agreement • March 14th, 2007 • H&r Block Inc • Services-personal services • Missouri
This First Amended and Restated HSBC Settlement Products Servicing Agreement (this “Servicing Agreement”), dated as of November 13, 2006, is made by and among the following parties:
FIRST AMENDED AND RESTATED HSBC REFUND ANTICIPATION LOAN AND IMA PARTICIPATION AGREEMENTHSBC Refund Anticipation Loan and Ima Participation Agreement • March 14th, 2007 • H&r Block Inc • Services-personal services • Missouri
This First Amended and Restated HSBC Refund Anticipation Loan and IMA Participation Agreement (this “First A&R Participation Agreement”), dated as of November 13, 2006, is made by and among the following parties:
SECOND AMENDMENT TO PROGRAM CONTRACTSProgram Contracts • March 14th, 2007 • H&r Block Inc • Services-personal services • Missouri
This Second Amendment to Program Contracts (this “Second Amendment”), dated as of November 13, 2006, is made by and among the following parties (collectively, the “Parties”):
OMNIBUS AMENDMENT AND CONSENT AGREEMENTOmnibus Amendment and Consent Agreement • March 14th, 2007 • H&r Block Inc • Services-personal services • New York
This OMNIBUS AMENDMENT AND CONSENT AGREEMENT (the “Amendment and Consent”) dated as of December 29, 2006 is by and among Option One Owner Trust 2001-1A (the “Issuer”), Option One Mortgage Corporation (“OOMC”), in its capacity as loan originator (in such capacity, the “Loan Originator”) and as servicer (in such capacity, the “Servicer”), Option One Mortgage Capital Corporation (“Capital”), Option One Loan Warehouse Corporation (the “Depositor”), Wells Fargo Bank, National Association, as indenture trustee (the “Indenture Trustee”), and Greenwich Capital Financial Products, Inc. (the “Purchaser”). Capitalized terms used herein but not specifically defined herein shall have the meanings given to such terms in the Sale and Servicing Agreement (as defined below) or Indenture (as defined below).
JOINDER AND FIRST AMENDMENT TO PROGRAM CONTRACTSProgram Contracts • March 14th, 2007 • H&r Block Inc • Services-personal services • Missouri
This Joinder and First Amendment to Program Contracts (this “First Amendment”), dated as of November 10, 2006, is made by and among the following parties (collectively, the “Parties”):
AMENDMENT NUMBER TWO 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.Note Purchase Agreement • March 14th, 2007 • H&r Block Inc • Services-personal services • New York
This AMENDMENT NUMBER TWO (this “Amendment”) is made and is effective as of this 10th day of November, 2006, 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 12, 2004, among OPTION ONE OWNER TRUST 2003-5, OPTION ONE LOAN WAREHOUSE CORPORATION, OPTION ONE MORTGAGE CORPORATION and WELLS FARGO BANK, N.A.Sale and Servicing Agreement • March 14th, 2007 • H&r Block Inc • Services-personal services • New York
This AMENDMENT NUMBER TWO (this “Amendment”) is made and is effective as of this 10th day of November, 2006 among Option One Owner Trust 2003-5 (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., (formerly known as 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 12, 2004 (as amended, the “Sale and Servicing Agreement”), among the Issuer, the Depositor, the Loan Originator, the Servicer and the Indenture Trustee.
WAIVER AND AMENDMENTWaiver and Amendment • March 14th, 2007 • H&r Block Inc • Services-personal services • New York
THIS WAIVER (the “Waiver”) is entered into as of January _, 2007 by and among OPTION ONE OWNER TRUST 2001-2 (the “Issuer”), OPTION ONE MORTGAGE CORPORATION (“OOMC”) and OPTION ONE MORTGAGE CAPITAL CORPORATION (“OOMCC,” and together with OOMC, the “Loan Originator”) and OOMC as servicer (in such capacity, the “Servicer”), OPTION ONE LOAN WAREHOUSE CORPORATION (the “Depositor,” and together with the Loan Originator and Depositor, the “OO Entities”), WELLS FARGO BANK, NATIONAL ASSOCIATION, as indenture trustee (the “Indenture Trustee”) and the MAJORITY NOTEHOLDERS party hereto. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Sale and Servicing Agreement referred to below.
AMENDMENT NUMBER ONE to the SALE AND SERVICING AGREEMENT Dated as of December 31, 2005 by and among OPTION ONE OWNER TRUST 2005-9 OPTION ONE LOAN WAREHOUSE CORPORATION OPTION ONE MORTGAGE CORPORATION and WELLS FARGO BANK, N.A.Sale and Servicing Agreement • March 14th, 2007 • H&r Block Inc • Services-personal services • New York
This AMENDMENT NUMBER ONE is made this 16th day of January, 2007 (“Amendment Number One”), by and among Option One Owner Trust 2005-9, a Delaware statutory trust (the “Issuer”), Option One Loan Warehouse Corporation, a Delaware corporation, as Depositor (the “Depositor”), Option One Mortgage Corporation, a California corporation, as Loan Originator and Servicer (the “Loan Originator” or “Servicer”), and Wells Fargo Bank, N.A., a national banking association, as Indenture Trustee on behalf of the Noteholders (the “Indenture Trustee”), to the Sale and Servicing Agreement, dated as of December 30, 2005, by and among the Issuer, the Depositor, the Loan Originator and the Indenture Trustee (the “Sale and Servicing Agreement”). Capitalized terms used herein but not defined will have the meaning attributed to such term in the Sale and Servicing Agreement.
SEPARATION AND RELEASE AGREEMENTSeparation and Release Agreement • March 14th, 2007 • H&r Block Inc • Services-personal services • Missouri
This SEPARATION AND RELEASE AGREEMENT (the “Agreement”) is entered into as of the ___day of November, 2006, by and between HRB Management, Inc., a Missouri corporation (“HRB”) and Nicholas J. Spaeth (“Mr. Spaeth”).
