EXECUTION COPY SECOND AMENDED AND RESTATED NOTE PURCHASE AGREEMENT

Exhibit 10.7

EXECUTION COPY

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 2002-3
MORTGAGE-BACKED NOTES

TABLE OF CONTENTS

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TABLE OF CONTENTS

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SECOND AMENDED AND RESTATED NOTE PURCHASE AGREEMENT

     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").

     The parties hereto agree as follows:

ARTICLE I

DEFINITIONS

     SECTION 1.01 Certain Defined Terms . Capitalized terms used herein without definition shall have the meanings set forth in the Indenture and the Sale and Servicing Agreement (as defined below). Additionally, the following terms shall have the following meanings:

     " Closing " shall have the meaning set forth in Section 2.02.

     " Closing Date " shall have the meaning set forth in Section 2.02.

     " Commitment " means the commitment of the Purchaser to purchase Additional Note Principal Balances pursuant to Section 2.01.

     " Exchange Act " shall mean the Securities Exchange Act of 1934, as amended.

     " Governmental Actions " means any and all consents, approvals, permits, orders, authorizations, waivers, exceptions, variances, exemptions or licenses of, or registrations, declarations or filings with, any Governmental Authority required under any Governmental Rules.

     " Governmental Authority " means the United States of America, any state or other political subdivision thereof and any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government and having jurisdiction over the applicable Person.

     " Governmental Rules " means any and all laws, statutes, codes, rules, regulations, ordinances, orders, writs, decrees and injunctions, of any Governmental Authority and any and all legally binding conditions, standards, prohibitions, requirements and judgments of any Governmental Authority.

     " Indemnified Party " means UBS Real Estate Securities Inc. and any of its officers, directors, employees, agents, representatives, assignees and Affiliates and any Person who controls UBS Real Estate Securities Inc. or their Affiliates within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act.

     " Indenture " means the Indenture dated as of January 19, 2007, between the Issuer as Issuer and Wells Fargo Bank, N.A. as Indenture Trustee.

     " Investment Company Act " shall have the meaning provided in Section 5.01(k).

     " Lien " means, with respect to any asset, (a) any mortgage, lien, pledge, charge, security interest, hypothecation, option or encumbrance of any kind in respect of such asset or (b) the interest of a vendor or lessor under any conditional sale agreement, financing lease or other title retention agreement relating to such asset.

     " Loan Originator " means Option One Mortgage Corporation, a California corporation and Option One Mortgage Capital Corporation, a Delaware corporation, or either of them.

     " Maximum Note Principal Balance " has the meaning set forth in the Pricing Letter.

     " Pricing Letter " means the pricing letter among the Issuer, the Depositor, UBS Real Estate Securities Inc., Option One and the Indenture Trustee, dated the date hereof and any amendments thereto.

     " Purchased Notes " means the Option One Owner Trust 2002-3 Mortgage-Backed Notes issued by the Issuer pursuant to the Indenture.

     " Purchaser " means UBS and its permitted successors and assigns.

     " Sale and Servicing Agreement " means the Second Amended and Restated Sale and Servicing Agreement dated as of January 19, 2007, among the Issuer, the Depositor, the Loan Originators, the Servicer and Wells Fargo Bank, N.A. as the Indenture Trustee, as the same may be amended, modified or supplemented from time to time.

     " Servicer " means Option One Mortgage Corporation or its permitted successors and assigns.

     SECTION 1.02 Other Definitional Provisions .

     (a) All terms defined in this Note Purchase Agreement shall have the defined meanings when used in any certificate or other document made or delivered pursuant hereto unless otherwise defined therein.

     (b) As used herein and in any certificate or other document made or delivered pursuant hereto or thereto, accounting terms not defined in Section 1.01, and accounting terms partially defined in Section 1.01 to the extent not defined, shall have the respective meanings given to them under generally accepted accounting principles. To the extent that the definitions of accounting terms herein are inconsistent with the meanings of such terms under generally accepted accounting principles, the definitions contained herein shall control.

     (c) The words "hereof," "herein" and "hereunder" and words of similar import when used in this Note Purchase Agreement shall refer to this Note Purchase Agreement as a whole and not to any particular provision of this Note Purchase Agreement; and Section, subsection, Schedule and Exhibit references contained in this Note Purchase Agreement are references to Sections, subsections and schedules in or to this Note Purchase Agreement unless otherwise specified.

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ARTICLE II

COMMITMENT; CLOSING AND PURCHASES OF
ADDITIONAL NOTE PRINCIPAL BALANCES

     SECTION 2.01 Commitment .

     (a) At any time during the Revolving Period at least two Business Days prior to a proposed Transfer Date in the case of a Loan that is not a Wet Funded Loan, or by 11:00 AM, New York City time on a proposed Transfer Date, in the case of a Wet Funded Loan, to the extent that the aggregate outstanding Note Principal Balance (after giving effect to the proposed purchase) is less than the Maximum Note Principal Balance, and subject to the terms and conditions hereof and in accordance with the other Basic Documents, the Issuer may request that the Purchaser purchase Additional Note Principal Balances (each such request, a " Purchase Request "). Each Purchase Request shall identify the proposed Transfer Date, an estimate of the number of Loans and aggregate Principal Balance of the Loans that will be purchased by the Issuer on such Transfer Date. On the identified Transfer Date, the Purchaser agrees to purchase the Additional Note Principal Balance requested in the Purchase Request, subject to the terms and conditions and in reliance upon the covenants, representations and warranties set forth herein and in the other Basic Documents.

     SECTION 2.02 Closing . The closing (the " Closing ") of the execution of the Basic Documents and issuance of the Notes shall take place at 10:00 a.m. at the offices of Manatt, Phelps & Phillips LLP, Costa Mesa, California on January 19, 2007, or if the conditions to closing set forth in Article IV of this Note Purchase Agreement shall not have been satisfied or waived by such date, as soon as practicable after such conditions shall have been satisfied or waived, or at such other time, date and place as the parties shall agree upon (the date of the Closing being referred to herein as the " Closing Date ").

ARTICLE III

TRANSFER DATES

     SECTION 3.01 Transfer Dates .

     (a) Subject to the conditions and terms set forth herein and in Section 2.06 of the Sale and Servicing Agreement with respect to each Transfer Date, the Issuer may request, and the Purchaser agrees to, purchase Additional Note Principal Balances from the Issuer from time to time in accordance with, and upon the satisfaction, as of the applicable Transfer Date, of each of the following additional conditions:

          (i) With respect to each Transfer Date, each condition set forth in Section 2.06 of the Sale and Servicing Agreement shall have been satisfied;

          (ii) Each of the representations and warranties of the Issuer, the Servicer, the Loan Originator and the Depositor made in the Basic Documents shall be true and correct in all material respects as of such date (except to the extent they expressly relate to an earlier or later time);

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          (iii) The Issuer, the Servicer, the Loan Originator and the Depositor shall be in material compliance with all of their respective covenants contained in the Basic Documents and the Purchased Notes;

          (iv) No Event of Default and no Default shall have occurred or shall be occurring;

          (v) With respect to each Transfer Date, the Purchaser shall have received evidence reasonably satisfactory to it of the completion of all recordings, registrations, and filings as may be necessary or, in the reasonable opinion of the Purchaser, desirable to perfect or evidence the assignments required to be effected on such Transfer Date in accordance with the Sale and Servicing Agreement and the Loan Purchase Agreement including, without limitation, the assignment of the Loans and the proceeds thereof;

          (vi) Each Loan (i) has been originated in accordance with the Underwriting Guidelines and (ii) is not "abusive" or "predatory" as defined in or in violation of any applicable statutes, regulations, ordinances or in any other way that would be otherwise actionable by the Borrower or any Governmental Authority;

          (vii) With respect to the first Transfer Date, the Purchaser shall have completed its initial due diligence review with respect to the Loans and the Loan Originator and determined, in the Purchaser’s sole discretion, that both the Loans and the origination, servicing and business practices of the Loan Originator are reasonably acceptable to the Purchaser;

          (viii) The Purchaser shall have received, in form and substance reasonably satisfactory to the Purchaser, an Officer’s Certificate from the Loan Originator, dated the Closing Date, certifying to the satisfaction of the conditions set forth in the preceding paragraphs (i), (ii), (iii), (iv) and (vi);

          (ix) All information provided by the Issuer to the Purchaser concerning each of the Loans to be Pledged on such Transfer Date or date of substitution shall be true and correct in all material respects as of such Transfer Date or date of substitution;

          (x) All corporate and legal proceedings and all instruments in connection with such Transfer Date or date of substitution, or otherwise in connection with this Agreement and the transactions contemplated hereby, shall be reasonably satisfactory in form and substance to the Purchaser, and the Purchaser shall have received from the Issuer copies of all documents (including records of corporate proceedings) relevant to the transactions herein contemplated as the Purchaser may reasonably have requested. Such documents shall include, in addition to the documents listed in Section 4.01, a certificate of the Secretary or Assistant Secretary of the Issuer certifying the names and signatures of the officers authorized on its behalf to execute this Agreement and any other documents to be delivered by it hereunder on such Transfer Date or date of substitution; and

          (xi) The Purchaser shall have received the most recent available standard servicing or loan reports in summary form, if any, with respect to all of the Pledged Loans.

     (b) The price paid by the Purchaser on each Transfer Date for the Additional Note Principal Balance purchased on such Transfer Date shall be equal to the amount of such Additional

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Note Principal Balance and shall be remitted not later than 3:30 p.m. (New York City time) on the Transfer Date by wire transfer of immediately available funds to the Advance Account.

     (c) The Purchaser shall record on the schedule attached to the Purchased Notes, the date and amount of any Additional Note Principal Balance purchased by it; provided , that failure to make such recordation on such schedule or any error in such schedule shall not adversely affect the Purchaser’s rights with respect to its Note Principal Balance and any right to receive interest payments in respect of the Note Principal Balance actually held. Absent manifest error, the Note Principal Balance of the Purchased Notes as set forth in the Purchaser’s records shall be binding upon the parties hereto, notwithstanding any notation or record made or kept by any other party hereto.

     (d) The Purchaser shall determine in its reasonable discretion whether each of the above conditions have been met in accordance with the Sale and Servicing Agreement and its determination shall be binding on the parties hereto.

     SECTION 3.02 Limitation on Purchases; Illegality . Anything to the contrary notwithstanding, if, on or prior to the determination of any One-Month LIBOR:

     (a) The Purchaser determines, which determination shall be conclusive, that quotations of interest rates for the relevant deposits referred to in the definition of "One-Month LIBOR" in Section 1.01 of the Sale and Servicing Agreement are not being provided in the relevant amounts or for the relevant maturities for purposes of determining rates of interest for the Purchased Notes as provided herein; or

     (b) The Purchaser determines, which determination shall be conclusive (and based on such information as Majority Noteholders shall have given to the Purchaser), that the relevant rate of interest referred to in the definition of "One-Month LIBOR" in Section 1.01 of the Sale and Servicing Agreement upon the basis of which the rate of interest for the Purchased Notes is to be determined is not adequate to cover the cost to the Majority Noteholders of making or maintaining Loans; or

     (c) It becomes unlawful for the Purchaser to honor its obligation to purchase Notes hereunder or for any Noteholder to maintain its investment in Notes issued hereunder, in each case, using One-Month LIBOR;

then the Purchaser shall give the Issuer prompt notice thereof and at the Issuer’s option, upon notice to the Purchaser, the Issuer may either immediately prepay all the Purchased Notes outstanding and terminate this Note Purchase Agreement or pay interest on the Purchased Notes at a rate per annum equal to the Federal Funds Rate plus 2.00%.

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ARTICLE IV

CONDITIONS PRECEDENT TO
EFFECTIVENESS OF COMMITMENT

     SECTION 4.01 Subject to Conditions Precedent . The effectiveness of the Commitment hereunder is subject to the satisfaction at the time of the Closing of the following conditions (any or all of which may be waived by the Purchaser in its sole discretion):

     (a)  Performance by the Issuer, the Depositor, the Servicer and the Loan Originator . All the terms, covenants, agreements and conditions of the Basic Documents to be complied with and performed by the Issuer, the Depositor, the Servicer and the Loan Originator on or before the Closing Date shall have been complied with and performed in all material respects.

     (b)  Representations and Warranties . Each of the representations and warranties of the Issuer, the Depositor, the Servicer and the Loan Originator made in the Basic Documents shall be true and correct in all material respects as of the Closing Date (except to the extent they expressly relate to an earlier or later time).

     (c)  Officer’s Certificate . The Purchaser shall have received, in form and substance reasonably satisfactory to the Purchaser, an Officer’s Certificate from the Loan Originator, the Depositor and the Servicer and a certificate of an Authorized Officer of the Issuer, dated the Closing Date, certifying to the satisfaction of the conditions set forth in the preceding paragraphs (a) and (b).

     (d)  Opinions of Counsel to the Issuer, the Loan Originator, the Servicer and the Depositor . Counsel to the Issuer, the Loan Originator, the Servicer and the Depositor shall have delivered to the Purchaser favorable opinions, dated as of the Closing Date and reasonably satisfactory in form and substance to the Purchaser and its counsel. In addition to the foregoing, the Loan Originator shall have caused its counsel to deliver to the Purchaser a favorable opinion to the effect that the Issuer will not be treated as an association (or publicly traded partnership) taxable as a corporation or as a taxable mortgage pool, for federal income tax purposes.

     (e)  Opinions of Counsel to the Indenture Trustee . Counsel to the Indenture Trustee shall have delivered to the Purchaser a favorable opinion, dated as of the Closing Date and reasonably satisfactory in form and substance to the Purchaser and its counsel.

     (f)  Opinions of Counsel to the Owner Trustee . Delaware counsel to the Owner Trustee of the Issuer and the Depositor shall have delivered to the Purchaser favorable opinions regarding the formation, existence and standing of the Issuer and the Depositor and of the Issuer’s and the Depositor’s execution, authorization and delivery of each of the Basic Documents to which it is a party and such other matters as the Purchaser may reasonably request, dated as of the Closing Date and reasonably satisfactory in form and substance to the Purchaser and its counsel.

     (g)  Filings and Recordations . The Purchaser shall have received evidence reasonably satisfactory to it of (i) the completion of all recordings, registrations, and filings as may be necessary or, in the reasonable opinion of the Purchaser, desirable to perfect or evidence the assignment by the Loan Originator to the Depositor of the Loan Originator’s ownership interest in

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the Trust Estate including, without limitation, the Loans conveyed pursuant to the Loan Purchase Agreement and the proceeds thereof, (ii) the completion of all recordings, registrations and filings as may be necessary or, in the reasonable opinion of the Purchaser, 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 filings as may be necessary or, in the reasonable opinion of the Purchaser, desirable to perfect or evidence the grant of a first priority perfected security interest in the Issuer’s ownership interest in the Trust Estate including, without limitation, the Loans, in favor of the Indenture Trustee, subject to no Liens prior to the Lien of the Indenture.

     (h)  Documents . The Purchaser shall have received a duly executed counterpart of each of the Basic Documents, in form reasonably acceptable to the Purchaser, the Purchased Notes and each and every document or certification delivered by any party in connection with any of the Basic Documents or the Purchased Notes, and each such document shall be in full force and effect.

     (i)  Due Diligence . The Purchaser shall have completed its due diligence review with respect to the Loans, as provided for in Section 11.15 of the Sale and Servicing Agreement.

     (j)  Actions or Proceedings . No action, suit, proceeding or investigation by or before any Governmental Authority shall have been instituted to restrain or prohibit the consummation of, or to invalidate, any of the transactions contemplated by the Basic Documents, the Purchased Notes and the documents related thereto in any material respect.

     (k)  Approvals and Consents . All Governmental Actions of all Governmental Authorities required with respect to the transactions contemplated by the Basic Documents, the Purchased Notes and the documents related thereto shall have been obtained or made.

     (l)  Accounts . The Purchaser shall have received evidence reasonably satisfactory to it that each Trust Account has each been established in accordance with the terms of the Sale and Servicing Agreement.

     (m)  Fees and Expenses . The fees and expenses payable by the Issuer and the Depositor pursuant to Section 8.02(b) hereof shall have been paid.

     (n)  Other Documents . The Issuer, the Loan Originator, the Depositor and the Servicer shall have furnished to the Purchaser such other opinions, information, certificates and documents as the Purchaser may reasonably request.

     (o)  Proceedings in Contemplation of Sale of Purchased Notes . All actions and proceedings undertaken by the Issuer, the Loan Originator, the Depositor and the Servicer in connection with the issuance and sale of the Purchased Notes as herein contemplated shall be reasonably satisfactory in all respects to the Purchaser and its counsel.

     (p)  Financial Covenants . The Loan Originator and the Servicer shall be in compliance with the financial covenants set forth in Section 7.02 of the Sale and Servicing Agreement.

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     (q)  Trust Accounts Control Agreements . The Purchaser shall have received control agreements relating to the Trust Accounts reasonably satisfactory to the Purchaser.

     (r)  Underwriting Guidelines . The Purchaser shall have received a copy of the current Underwriting Guidelines.

     (s)  Fees . The Loan Originator shall have paid all fees, costs and expenses of the Purchaser required, by the terms of the Basic Documents, to be paid by the Loan Originator on or before the Closing Date.

     If any condition specified in this Section 4.01 shall not have been fulfilled when and as required to be fulfilled through no fault of the Purchaser, this Note Purchase Agreement may be terminated by the Purchaser by notice to the Loan Originator at any time at or prior to the Closing Date, and the Purchaser shall incur no liability as a result of such termination.

ARTICLE V

REPRESENTATIONS AND WARRANTIES OF
THE ISSUER AND THE DEPOSITOR

     The Issuer and the Depositor hereby jointly and severally make the following representations and warranties to the Purchaser, as of the Closing Date, and as of each Transfer Date and the Purchaser shall be deemed to have relied on such representations and warranties in making (or committing to make) purchases of Additional Note Principal Balances on each Transfer Date and on each date on which any Collateral is released to it or substituted by it:

     SECTION 5.01 Issuer .

     (a) The Issuer has been duly organized and is validly existing and in good standing as a statutory trust under the laws of the State of Delaware, with requisite trust power and authority to own its properties and to transact the business in which it is now engaged, and is duly qualified to do business and is in good standing (or is exempt from such requirements) in each State of the United States where the nature of its business requires it to be so qualified and the failure to be so qualified and in good standing would, individually or in the aggregate, have a material adverse effect on (a) the interests of the Purchaser, (b) the legality, validity or enforceability of this Note Purchase Agreement or any other Basic Document or the rights or remedies of the Purchaser or the Indenture Trustee hereunder or thereunder, (c) the ability of the Issuer to perform its obligations under this Note Purchase Agreement or any other Basic Document, (d) the Indenture Trustee’s security interest in the Collateral generally or in any Loan or other item of Collateral or (e) the enforceability or recoverability of any of the Loans (a "Material Adverse Effect").

     (b) The issuance, sale, assignment and conveyance of the Purchased Notes and the Additional Note Principal Balances, the performance of the Issuer’s obligations under each Basic Document to which it is a party and the consummation of the transactions therein contemplated will not conflict with or result in a breach of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any Lien (other than any Lien created by the Basic Documents), charge or encumbrance upon any of the property or assets of the Issuer or any of its Affiliates pursuant to the terms of, any indenture, mortgage, deed of trust, loan agreement or other

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agreement or instrument to which it or any of its Affiliates is bound or to which any of its property or assets is subject, nor will such action result in any violation of the provisions of its organizational documents or any Governmental Rule applicable to the Issuer, in each case which could be expected to have a Material Adverse Effect.

     (c) No Governmental Action which has not been obtained is required by or with respect to the Issuer in connection with the execution and delivery of the Purchased Notes. No Governmental Action which has not been obtained is required by or with respect to the Issuer in connection with the execution and delivery of any of the Basic Documents to which the Issuer is a party or the consummation by the Issuer of the transactions contemplated thereby except for any requirements under state securities or "blue sky" laws in connection with any transfer of the Purchased Notes.

     (d) The Issuer possesses all material licenses, certificates, authorizations or permits issued by the appropriate state, federal or foreign regulatory agencies or bodies necessary to conduct the business now operated by it, and has not received any notice of proceedings relating to the revocation or modification of any such license, certificate, authorization or permit which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would materially and adversely affect its condition, financial or otherwise, or its earnings, business affairs or business prospects.

     (e) Each of the Basic Documents to which the Issuer is a party has been duly authorized, executed and delivered by the Issuer and is a valid and legally binding obligation of the Issuer, enforceable against the Issuer in accordance with its terms, subject to enforcement of bankruptcy, insolvency, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditors’ rights and to general principles of equity.

     (f) The execution, delivery and performance by the Issuer of each of its obligations under each of the Basic Documents to which it is a party will not result in a breach or violation of any of the terms and provisions of, or constitute a default under, any agreement or instrument to which the Issuer is a party or by which the Issuer is bound or to which any of its properties are subject or of any statute, order or regulation applicable to the Issuer of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Issuer or any of its properties, in each case which could be expected to have a Material Adverse Effect.

     (g) The Issuer is not in violation of its organizational documents or in default under any agreement, indenture or instrument which would have a Material Adverse Effect. The Issuer is not a party to, bound by or in breach or violation of any indenture or other agreement or instrument, or subject to or in violation of any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Issuer that could, individually or in the aggregate, be expected to have a Material Adverse Effect.

     (h) There are no actions or proceedings against, or investigations of, the Issuer pending, or, to the knowledge of the Issuer threatened, before any Governmental Authority, court, arbitrator, administrative agency or other tribunal (i) asserting the invalidity of any of the Basic Documents, or (ii) seeking to prevent the issuance of the Purchased Notes or the consummation of any of the transactions contemplated by the Basic Documents or the Purchased Notes, or (iii) that, if

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adversely determined, could, individually or in the aggregate, be expected to have a Material Adverse Effect.

     (i) Neither this Note Purchase Agreement, the other Basic Documents nor any transaction contemplated herein or therein shall result in a violation of, or give rise to an obligation on the part of the Purchaser to register, file or give notice under, Regulations T, U or X of the Federal Reserve Board or any other regulation issued by the Federal Reserve Board pursuant to the Exchange Act, in each case as in effect on the Closing Date.

     (j) The Issuer has all necessary power and authority to execute and deliver the Purchased Notes. Each Purchased Note has been duly and validly authorized by the Issuer and, from and after the date on which such Purchased Note is executed by the Issuer and authenticated by the Indenture Trustee in accordance with the terms of the Indenture and delivered to and paid for by the Purchaser in accordance with the terms of this Note Purchase Agreement, shall be validly issued and outstanding and shall constitute a valid and legally binding obligation of the Issuer that is entitled to the benefits of the Indenture and enforceable against the Issuer in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and by general principles of equity, regardless of whether enforceability is considered in a proceeding in equity or at law.

     (k) The Issuer is not, and neither the issuance and sale of the Purchased Notes to the Purchaser nor the activities of the Issuer pursuant to the Basic Documents, shall render the Issuer an "investment company" or under the "control" of an "investment company" as such terms are defined in the Investment Company Act of 1940, as amended (the " Investment Company Act ").

     (l) It is not necessary to qualify the Indenture under the Trust Indenture Act of 1939, as amended.

     (m) The Issuer is solvent and has adequate capital for its business and undertakings.

     (n) The chief executive offices of the Issuer are located at Option One Owner Trust 2002-3, c/o Wilmington Trust Company, as Owner Trustee, One Rodney Square North, 1100 North Market Street, Wilmington, Delaware 19890, or, with the consent of the Purchaser, such other address as shall be designated by the Issuer in a written notice to the other parties hereto.

     (o) There are no contracts, agreements or understandings between the Issuer and any Person granting such Person the right to require the filing at any time of a registration statement under the Act with respect to the Purchased Notes.

     (p) No Default or Event of Default exists.

     (q) The Issuer holds good and indefeasible title to, and is the sole owner of, all right, title and interest in and to the Collateral (including any and all Loans and the related Other Assets given as security for any of the Issuer’s obligations hereunder), free and clear of all Liens, participations and rights of others (except for the Lien created by this Agreement), and on each date this representation is made, the Purchaser has a first priority Lien with respect to the Collateral and no further action in the nature of delivery of possession or filing, including any filing of any

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document (other than the filing of a UCC-1 financing statement with the Secretary of the State of California naming the Issuer as "debtor" and the Purchaser as "secured party" and describing the Collateral as the "collateral" therein, but only if such filing has not previously been made), is required to establish and (insofar as a security interest may be perfected by filing or possession) perfect the Lien with respect to the Collateral in favor of the Purchaser against all third parties in any jurisdiction.

     (r) The Issuer’s Chief Executive Office is located at 3 Ada, Irvine, CA 92618. The Custodial Loan Files concerning the Loans are held in the offices of the Custodian under the Custodial Agreement in the State of California.

     (s) The Issuer’s’s federal taxpayer identification number is 3543125.

     (t) There are no delinquent federal, state, city, county, or other taxes relating to any of the Issuer, the Depositor, any other transferor of loans to the Issuer, or the Loan Originator except those taxes (i) that are being contested by such Person in good faith, (ii) that are not material in amount, (iii) with respect to which payment has been stayed by a court of competent jurisdiction, (iv) that relate to a Mortgage Property, or (v) that would not have a Material Adverse Effect.

     (u) The transactions contemplated by this Agreement are in the ordinary course of business of the Issuer. The Issuer will engage in each acquisition of Loans under the Sale and Servicing Agreement or pursuant to the Disposition Agreement as a principal and not as an agent.

     (v) The Issuer is solvent, is able to pay its debts as they become due and has capital sufficient to carry on its business and its obligat