EXHIBIT 10.3 SECOND AMENDED AND RESTATED LOAN PURCHASE AND CONTRIBUTION AGREEMENT

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

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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, the Loan Originator and the Indenture Trustee as Indenture Trustee on behalf of the related Noteholders, or (iii) the Sale and Servicing Agreement, dated as of April 1, 2001 (the “2001-2 Sale and Servicing Agreement”), among Option One Owner Trust 2001-2, as Issuer (the “2001-2 Issuer” or the “2001-2 Trust”), the Depositor, the Loan Originator and the Indenture Trustee, as Indenture Trustee on behalf of the related Noteholders; or, (iv) the Sale and Servicing Agreement, dated as of July 2, 2002, (the “2002-3 Sale and Serving Agreement”), among Option One Owner Trust 2002-3, as Issuer (the “2002-3 Issuer” or the “2002-3 Trust”), the Depositor, the Loan Originator and the Indenture Trustee, as Indenture Trustee on behalf of the related Noteholders, or (v) the Sale and Servicing Agreement, dated as of August 8, 2003, (the “2003-4 Sale and Servicing Agreement”), among Option One Owner Trust 2003-4, as Issuer (the “2003-4 Issuer” or the “2003-4 Trust”), the Depositor, the Loan Originator and the Indenture Trustee, as Indenture Trustee on behalf of the related Noteholders, or (vi) the Sale and Servicing Agreement, dated as of November 1, 2003, (the “2003-5 Sale and Servicing Agreement”), among Option One Owner Trust 2003-5, as Issuer (the “2003-5 Issuer” or the “2003-5 Trust”), the Depositor, the Loan Originator and the Indenture Trustee, as Indenture Trustee on behalf of the related Noteholders.

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     WHEREAS, the parties hereto have entered into the First Amended and Restated Loan Purchase and Contribution Agreement, dated as of August 8, 2003 (the “First Amended and Restated Loan Purchase and Contribution Agreement”).

     WHEREAS, the parties to the First Amended and Restated Loan Purchase and Contribution Agreement now seek to amend the First Amended and Restated Loan Purchase and Contribution Agreement in its entirety as set forth in this Second Amended and Restated Loan Purchase and Contribution Agreement (this “Agreement”);

     NOW, THEREFORE, in consideration of the mutual covenants herein contained, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS; CONSTRUCTION

     Section 1.01 Definitions. For purposes of this Agreement: (i) references to the Trust or the Issuer shall mean the Trust to which the Depositor sells the related Loans; (ii) references to the Sale and Servicing Agreement shall mean the Sale and Servicing Agreement pursuant to which the Depositor sells the related Loans; (iii) references to the Indenture Trustee shall mean Wells Fargo Bank Minnesota, National Association, or its successor, in its capacity as Indenture Trustee under the related Sale and Servicing Agreement; and (iv) references to the Noteholder shall mean the Initial Noteholder in connection with sales to the 2001-1A Trust, the 2001-1B Trust, the 2001-2 Trust, the 2003-4 Trust and the 2003-5 Trust and the Note Purchaser in connection with sales to the 2002-3 Trust. All other capitalized terms used but not defined herein shall have the meanings assigned thereto in the related Sale and Servicing Agreement.

     Section 1.02 Construction. For purposes of this Agreement: (i) the singular includes the plural and the plural includes the singular; (ii) words importing any gender include the other genders; (iii) the words “and” and “or” are used in the conjunctive or disjunctive as the sense and circumstances may require, (iv) references to “writing” include printing, typing, lithography and other means of reproducing words in a visible form; (v) references to agreements and other contractual instruments include all subsequent amendments thereto or changes therein entered into in accordance with their respective terms and not prohibited by this Agreement or the Basic Documents; (vi) references to Persons include their permitted successors and assigns; (vii) any form of the word “include” shall be deemed to be followed by the words “without limitation”; (viii) the phrase “in and to” shall be deemed to include “under” and “with respect to” whenever appropriate; (ix) unless the context clearly requires otherwise, the word “finance” shall be deemed to include “refinance”; (x) the words “herein”, “hereof’ and “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular Article, Section or other subdivision; and (xi) Article, Section, Schedule and Exhibit references, unless otherwise specified, refer to Articles and Sections of and Schedules and Exhibits to this Agreement. Unless otherwise stated in this Agreement, in the computation of a period of time from a specified date to a later specified date, the word “from” means “from and including” and the words “to” and “until” each mean “to but excluding.”

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ARTICLE II

SALE OF LOANS; PAYMENT OF PURCHASE PRICE

     Section 2.01 Sale of Loans to Depositor. (a) On the terms and conditions of this Agreement, on each Transfer Date, the Loan Originator agrees to offer for sale, and to sell, a portion of each of the Loans (equal to the Sales Price therefor) to the Depositor and to contribute to the capital stock of the Depositor the balance of each of the Loans and to deliver the related Loan Documents to or at the direction of the Depositor. To the extent the Depositor has or is able to obtain sufficient funds to pay the Sales Price thereof, the Depositor agrees to purchase such Loans offered for sale by the Loan Originator.

          (b) The price paid by the Depositor for the portion of each of the Loans sold on each Transfer Date (the “Sales Price”) shall be the sum of the Collateral Values as of the Transfer Date with respect to the Loans conveyed on such date (determined after giving effect to all payments of principal received thereon prior to the Transfer Cut-off Date as determined by the Servicer). The market value of each of the Loans in excess of the Sales Price therefor shall be a contribution to the capital of the Depositor.

          (c) On each Transfer Date, the Loan Originator shall convey to the Depositor the Loans and the other property and rights related thereto described in the related LPA Assignment, and the Depositor, only upon the satisfaction of each of the conditions set forth below on or prior to such Transfer Date, shall cause the deposit of cash in the amount of the Sales Price in the Advance Account and shall cause the Servicer to, promptly after such deposit, withdraw the Sales Price deposited in respect of applicable Additional Note Principal Balance from the Advance Account and distribute such amount to or at the direction of the Loan Originator:

               (i) the Loan Originator shall have delivered to the Issuer, the Depositor and the Noteholder a duly executed LPA Assignment with respect to all of the Loans conveyed on such Transfer Date, which shall have attached thereto a Loan Schedule setting forth the appropriate information with respect to all Loans conveyed on such Transfer Date and shall have delivered to the Noteholder a computer readable transmission of such Loan Schedule;

               (ii) the Loan Originator shall have provided to the Servicer for deposit in the related Collection Account all collections received with respect to each of the Loans on or after the applicable Transfer Cut-off Date;

               (iii) as of such date, neither the Loan Originator nor the Depositor shall (A) be insolvent, (B) be made insolvent by its respective sale of Loans or (C) have reason to believe that its insolvency is imminent;

               (iv) the Revolving Period shall not have terminated and shall be in effect as of such Transfer Date;

               (v) except in the case of Wet Funded Loans, the Loan Originator shall have delivered the Custodial Loan File to the Custodian in accordance with the Custodial

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Agreement and the Noteholder shall have received a copy of the Loan Schedule and Exceptions Report and, where required under the Custodial Agreement, a copy of the Trust Receipt;

               (vi) each of the representations and warranties made by the Loan Originator set forth in Exhibit E to each of the Sale and Servicing Agreements with respect to the Loans shall be true and correct as of the related Transfer Date with the same effect as if then made, and the Loan Originator shall have performed all obligations to be performed by it under each of the related Basic Documents on and prior to such Transfer Date;

               (vii) the Loan Originator shall, at its own expense, within one Business Day of the Transfer Date, indicate in its computer files that the Loans identified in the related LPA Assignment have been sold to the Depositor pursuant to this Agreement;

               (viii) the Loan Originator shall have taken any action requested by the Indenture Trustee, the Issuer or the Noteholders required to maintain the ownership interest of the Issuer in the Trust Estate and the first perfected security interest therein of the Indenture Trustee;

               (ix) the Loan Originator shall have used no selection procedures that identified any of the Loans identified in the related LPA Assignment as being less desirable or valuable than other comparable Loans originated or acquired by the Loan Originator; and such Loans collectively shall be representative of the Loan Originator’s portfolio of fixed rate or adjustable rate Loans, as the case may be;

               (x) the Loan Originator shall have provided the Depositor, the Trust and the Noteholder, no later than 1:00 p.m. Eastern time on the date that is two (2) Business Days prior to the issuance of Additional Note Principal Balance, a Notice of Additional Note Principal Balance in the form of Exhibit A to the related Sale and Servicing Agreement;

               (xi) after giving effect to the Additional Note Principal Balance purchased on such date, the related Note Principal Balance will not exceed the related Maximum Note Principal Balance; and

               (xii) all conditions precedent to the Noteholder’s purchase of Additional Note Principal Balance pursuant to the related Note Purchase Agreement shall have been fulfilled as of such date.

          (d) Subject to Section 6.07, the parties hereto intend that each of the conveyances contemplated hereby be sales from the Loan Originator to the Depositor of all of the Loan Originator’s right, title and interest in and to the Loans and other property described above.

     Section 2.02 Obligations of Loan Originator.

          (a) Within ten days of the Closing Date and on or prior to each Transfer Date, the Noteholder shall have received evidence satisfactory to it of (i) the completion of all recordings, registrations and filings as may be necessary or, in the opinion of the Noteholder,

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desirable to perfect or evidence the assignment by the Loan Originator to the Depositor of the Loan Originator’s ownership interest in the Trust Estate including, without limitation, the Loans and related property and the proceeds thereof, (ii) the completion of all recordings, registrations and filings as may be necessary or, in the opinion of the Noteholder, desirable to perfect or evidence the assignment by the Depositor to the Issuer of the Depositor’s ownership interest in the Trust Estate including, without limitation, the Loans and the proceeds thereof and (iii) the completion of all recordings, registrations and fi