NOTE PURCHASE AGREEMENT

Note Purchase Agreement

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HSBC BANK USA, N.A. | BRYANT PARK FUNDING LLC

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Title: NOTE PURCHASE AGREEMENT
Governing Law: New York Date: 12/12/2005
Industry: Personal Services Law Firm: Option One Mortgage Corporation Sector: Services

NOTE PURCHASE AGREEMENT, Parties: hsbc bank usa n.a. , bryant park funding llc

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Exhibit 10.6

NOTE PURCHASE AGREEMENT

AMONG

OPTION ONE OWNER TRUST 2005-7

AS ISSUER

AND

OPTION ONE LOAN WAREHOUSE CORPORATION

AS DEPOSITOR

HSBC SECURITIES (USA) INC.,

AS NOTEHOLDER AGENT

AND

HSBC BANK USA, N.A.

and

BRYANT PARK FUNDING LLC

AS PURCHASERS

AND

HSBC SECURITIES (USA) INC.,

AS ADMINISTRATIVE AGENT

DATED AS OF SEPTEMBER 1, 2005

OPTION ONE OWNER TRUST 2005-7

MORTGAGE-BACKED NOTES

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TABLE OF CONTENTS

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Page

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ARTICLE I DEFINITIONS ................................................... 1

SECTION 1.01 Certain Defined Terms ................................... 1

SECTION 1.02 Other Definitional Provisions ........................... 2

ARTICLE II COMMITMENT; CLOSING AND PURCHASES OF ADDITIONAL NOTE

PRINCIPAL BALANCES ...................................................... 3

SECTION 2.01 Commitment .............................................. 3

SECTION 2.02 Closing ................................................. 4

ARTICLE III TRANSFER DATES .............................................. 5

SECTION 3.01 Transfer Dates .......................................... 5

ARTICLE IV CONDITIONS PRECEDENT TO EFFECTIVENESS OF COMMITMENT .......... 6

SECTION 4.01 Subject to Conditions Precedent ......................... 6

ARTICLE V REPRESENTATIONS AND WARRANTIES OF THE ISSUER AND THE

DEPOSITOR ............................................................... 9

SECTION 5.01 Issuer .................................................. 9

SECTION 5.02 Securities Act .......................................... 11

SECTION 5.03 No Fee .................................................. 12

SECTION 5.04 Information ............................................. 12

SECTION 5.05 The Purchased Notes ..................................... 12

SECTION 5.06 Use of Proceeds ......................................... 12

SECTION 5.07 The Depositor ........................................... 12

SECTION 5.08 Taxes, etc .............................................. 12

SECTION 5.09 Financial Condition ..................................... 12

ARTICLE VI REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE

PURCHASER ............................................................... 12

SECTION 6.01 Organization ............................................ 13

SECTION 6.02 Authority, etc .......................................... 13

SECTION 6.03 Securities Act .......................................... 13

SECTION 6.04 Conflicts With Law ...................................... 14

SECTION 6.05 Conflicts With Agreements, etc .......................... 14

ARTICLE VII COVENANTS OF THE ISSUER AND THE DEPOSITOR ................... 14

SECTION 7.01 Information from the Issuer ............................. 14

SECTION 7.02 Access to Information ................................... 14

SECTION 7.03 Ownership and Security Interests; Further Assurances .... 15

SECTION 7.04 Covenants ............................................... 15

SECTION 7.05 Amendments .............................................. 15

SECTION 7.06 With Respect to the Exempt Status of the

Purchased Notes ......................................... 15

ARTICLE VIII ADDITIONAL COVENANTS ....................................... 16

SECTION 8.01 Legal Conditions to Closing ............................. 16

SECTION 8.02 Expenses ................................................ 16

SECTION 8.03 Mutual Obligations ...................................... 16

SECTION 8.04 Restrictions on Transfer ................................ 16

SECTION 8.05 [Reserved] .............................................. 16

SECTION 8.06 Information Provided by the Noteholder Agent ............ 16

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TABLE OF CONTENTS

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Page

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ARTICLE IX INDEMNIFICATION .............................................. 17

SECTION 9.01 Indemnification of Purchasers .......................... 17

SECTION 9.02 Procedure and Defense .................................. 17

ARTICLE X MISCELLANEOUS ................................................. 18

SECTION 10.01 Amendments ............................................. 18

SECTION 10.02 Notices ................................................ 18

SECTION 10.03 No Waiver; Remedies .................................... 18

SECTION 10.04 Binding Effect; Assignability .......................... 18

SECTION 10.05 Provision of Documents and Information ................. 19

SECTION 10.06 GOVERNING LAW; JURISDICTION ............................ 19

SECTION 10.07 No Proceedings ......................................... 19

SECTION 10.08 Execution in Counterparts .............................. 20

SECTION 10.09 No Recourse--Purchasers and Depositor .................. 20

SECTION 10.10 Survival ............................................... 20

SECTION 10.11 Waiver of Set-Off ...................................... 20

SECTION 10.12 Tax Characterization ................................... 20

SECTION 10.13 Conflicts .............................................. 21

SECTION 10.14 Service of Process ..................................... 21

SECTION 10.15 Administrative Agent ................................... 21

SECTION 10.16 Limitation on Liability ................................ 22

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Schedule I -- Information for Notices

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NOTE PURCHASE AGREEMENT

NOTE PURCHASE AGREEMENT dated as of September 1, 2005 (the "Note

Purchase Agreement"), among OPTION ONE OWNER TRUST 2005-7 (the "Issuer"), OPTION

ONE LOAN WAREHOUSE CORPORATION (the "Depositor"), HSBC SECURITIES (USA) INC.

(the "Noteholder Agent"), HSBC BANK USA, N.A. and BRYANT PARK FUNDING LLC (the

"Purchasers") and HSBC SECURITIES (USA) INC. (the "Administrative Agent").

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:

"Administrative Agent" means HSBC Securities (USA) Inc., acting as the

administrative agent for the Conduit Purchaser and with the authority to take or

refrain from taking any action herein on behalf of the Conduit Purchaser, as set

forth in Section 10.15.

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

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

"Committed Purchaser" means HSBC Bank USA, N.A. and its permitted

successors and assigns or an Affiliate thereof identified in writing by HSBC

Bank USA, N.A. to the Indenture Trustee and the other parties hereto, subject to

the consent of the Loan Originator, which may not be unreasonably withheld or

delayed.

"Conduit Purchaser" means Bryant Park Funding LLC.

"Commitment" means the commitment of the Committed 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

<PAGE>

legally binding conditions, standards, prohibitions, requirements and judgments

of any Governmental Authority.

"Indemnified Party" means each of the Committed Purchaser, the Conduit

Purchaser and any of their officers, directors, employees, agents,

representatives, assignees and Affiliates and any Person who controls any of the

Purchasers or their Affiliates within the meaning of Section 15 of the

Securities Act or Section 20 of the Exchange Act and any provider of liquidity

or credit enhancement to the Conduit Purchaser.

"Indenture" means the Indenture dated as of September 1, 2005 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(i).

"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.

"Maximum Note Principal Balance" has the meaning set forth in the

Pricing Letter.

"Pricing Letter" means the pricing letter among the Issuer, the

Depositor, Option One and the Indenture Trustee, dated the date hereof and any

amendments thereto.

"Purchased Notes" means the Option One Owner Trust 2005-7

Mortgage-Backed Notes issued by the Issuer pursuant to the Indenture.

"Purchasers" means the Committed Purchaser and the Conduit Purchaser

and their permitted successors and assigns.

"Sale and Servicing Agreement" means the Sale and Servicing Agreement

dated as of September 1, 2005, among the Issuer, the Depositor, the Loan

Originator, 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.

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(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.

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, schedules and Exhibits in or to this Note Purchase Agreement unless

otherwise specified.

ARTICLE II

COMMITMENT; CLOSING AND PURCHASES OF

ADDITIONAL NOTE PRINCIPAL BALANCES

SECTION 2.01 Commitment.

(a) (i) At any time during the Revolving Period at least two Business

Days in the case of a Loan that is not a Wet Funded Loan, or at least one

Business Day, in the case of a Wet Funded Loan, prior to a proposed Transfer

Date, 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 Purchasers 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 Committed 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; provided however, that the portion of such

Additional Note Principal Balance required to be purchased by the Committed

Purchaser shall be reduced by the amount of such Additional Note Principal

Balance that the Conduit Purchaser purchases pursuant to Section 2.01(a)(ii).

(ii) In the event that the Conduit Purchaser elects, in its sole

discretion, to purchase any Additional Note Principal Balance with respect to

any Purchase Request hereunder, the Conduit Purchaser shall purchase such

related Additional Note Principal Balance hereunder and the amount of Additional

Note Principal Balance to be purchased by the Committed Purchaser shall be

reduced by such amount.

(b) (i) Notwithstanding any other provision of this Note Purchase

Agreement, and in order to reduce the number of fund transfers among the parties

hereto, the Issuer, the Noteholder Agent and the Purchasers agree that the

Noteholder Agent may (but shall

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not be obligated to), and the Issuer and the Purchasers hereby irrevocably

authorize the Noteholder Agent to fund, on behalf of the Purchasers, purchases

of Additional Note Principal Balances pursuant to this Section 2.01; provided,

however, that the Noteholder Agent shall in no event fund such purchase of

Additional Note Principal Balances if the Noteholder Agent shall have determined

that one or more of the conditions precedent contained in Section 3.01(a) will

not be satisfied on the day of the proposed purchase of Additional Note

Principal Balances. If the Issuer gives a Purchase Request requesting a purchase

of Additional Note Principal Balances and the Noteholder Agent elects not to

fund such proposed purchase of Additional Note Principal Balances on behalf of

the Purchasers, then promptly after receipt of the Purchase Request requesting

such purchase of Additional Note Principal Balances, the Noteholder Agent shall

notify each Purchaser of the specifics contained in such Purchase Request and

that it will not fund such Purchase Request on behalf of the Purchasers. If the

Noteholder Agent notifies the Purchasers that it will not fund a requested

purchase of Additional Note Principal Balances on behalf of the Purchasers, each

Purchaser shall purchase its respective portion of the Additional Note Principal

Balance pursuant to Section 2.01(a), by remitting the required funds to the

Issuer pursuant to and in accordance with Section 3.01(b) hereof. If the

Noteholder Agent elects to fund a requested purchase of Additional Note

Principal Balances, the Noteholder Agent will remit the required funds for such

Purchase Request to the Issuer pursuant to and in accordance with Section

3.01(b) hereof.

(ii) If the Noteholder Agent has notified the Purchasers that the

Noteholder Agent, on behalf of the Purchasers, will fund a particular purchase

of Additional Note Principal Balances pursuant to Section 2.01(b)(i), the

Noteholder Agent may assume that such Purchaser has made such amount available

to the Noteholder Agent on such day and the Noteholder Agent, in its sole

discretion, may, but shall not be obligated to, cause a corresponding amount to

be made available to the Issuer on such day. If the Noteholder Agent makes such

corresponding amount available to the Issuer and such corresponding amount is

not in fact made available to the Noteholder Agent by such Purchaser, the

Noteholder Agent shall be entitled to recover such corresponding amount on

demand from such Purchaser together with interest thereon, for each day from the

date such payment was due until the date such amount is paid to the Noteholder

Agent, at the Note Interest Rate. During the period in which such Purchaser has

not paid such corresponding amount to the Noteholder Agent, notwithstanding

anything to the contrary contained in this Note Purchase Agreement or any other

Basic Document, the amount so advanced by the Noteholder Agent to the Issuer

shall, for all purposes hereof, be a purchase of Additional Note Principal

Balances made by the Noteholder Agent for its own account. Upon any such failure

by a Purchaser to pay the Noteholder Agent, the Noteholder Agent shall promptly

thereafter notify the Issuer of such failure and the Issuer shall immediately

pay such corresponding amount to the Noteholder Agent for its own account.

(iii) Nothing in this Section 2.01(b) shall be deemed to relieve

the Committed Purchaser from its obligations to fulfill its Commitment hereunder

or to prejudice any rights that the Noteholder Agent or the Issuer may have

against the Committed Purchaser as a result of any default by such Committed

Purchaser hereunder. The Issuer shall have no obligation under or arising out of

this Section 2.01(b).

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 Thacher

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Proffitt & Wood, Two World Financial Center, New York, New York 10281 on

September 22, 2005, 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 Conduit Purchaser may, and the Committed

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);

(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 Purchasers and the

Noteholder Agent shall have received evidence reasonably satisfactory to them of

the completion of all recordings, registrations, and filings as may be necessary

or, in the reasonable opinion of the Purchasers, 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, each of the

Purchasers shall have completed their initial due diligence review with respect

to the Loans and the Loan Originator and determined, in such Purchaser's sole

discretion, that both the Loans and the

<PAGE>

origination, servicing and business practices of the Loan Originator are

reasonably acceptable to such Purchaser; and

(viii) The Purchasers shall have received, in form and substance

reasonably satisfactory to the Purchasers, 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).

(b) The price paid by the Purchasers on each Transfer Date for the

Additional Note Principal Balance purchased on such Transfer Date shall be equal

to the amount of such Additional 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.

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 any

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 each Purchaser's records shall be binding upon the parties

hereto, notwithstanding any notation or record made or kept by any other party

hereto.

(d) Each 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.

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 Committed

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).

<PAGE>

and substance reasonably satisfactory to the Purchasers, 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 Purchasers favorable

opinions, dated as of the Closing Date and reasonably satisfactory in form and

substance to the Purchasers and their counsel. In addition to the foregoing, the

Loan Originator shall have caused its counsel to deliver to the Purchasers 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 Purchasers a favorable opinion,

dated as of the Closing Date and reasonably satisfactory in form and substance

to the Purchasers and their 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

Purchasers 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 Purchasers may reasonably request, dated as of the

Closing Date and reasonably satisfactory in form and substance to the Purchasers

and their counsel.

(g) Filings and Recordations. Each 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 Purchasers, 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 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 Purchasers, 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 Purchasers, 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 Purchasers shall have received a duly executed

counterpart of each of the Basic Documents, in form reasonably acceptable to the

Purchasers, 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.

<PAGE>

(i) Due Diligence. Each 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. Each 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 Purchasers such other opinions,

information, certificates and documents as the Purchasers 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 Purchasers and their 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.

(q) Trust Accounts Control Agreements. The Purchasers shall have

received control agreements relating to the Trust Accounts reasonably

satisfactory to the Purchasers.

(r) Underwriting Guidelines. The Purchasers 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 Purchasers 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

Purchasers, this Note Purchase Agreement may be terminated by the Purchasers by

notice to the Loan Originator at any time at or prior to the Closing Date, and

the Purchasers shall incur no liability as a result of such termination.

<PAGE>

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 Purchasers, as of the Closing

Date, and as of each Transfer Date and the Purchasers 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:

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

Purchasers, (b) the legality, validity or enforceability of this Note Purchase

Agreement or any other Transaction Document or the rights or remedies of the

Purchasers 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 Transaction Document, (d) the Indenture

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