OMNIBUS AMENDMENT AND CONSENT AGREEMENT
This OMNIBUS AMENDMENT AND CONSENT AGREEMENT (the “ Amendment and Consent ”)
dated as of December 29, 2006 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 Indenture (as defined below).
A. The Issuer, OOMC, as the Servicer and as the Loan Originator, the Depositor and the Indenture
Trustee are parties to that certain Amended and Restated Sale and Servicing Agreement dated as of
November 12, 2004 (as amended, the “ Sale and Servicing Agreement ”).
B. The Issuer and the Indenture Trustee are parties to that certain Indenture dated as of November 1,
2003 (as amended, the “ Indenture ”).
C. The Purchaser, the Issuer, OOMC, as Servicer and the Indenture Trustee, as both Indenture Trustee
and custodian, are parties to that certain Custodial Agreement dated as of November 1, 2003 (as amended, the “
Custodial Agreement ”).
D. OOMC intends to transfer and assign to its wholly-owned subsidiary, Capital, and Capital intends to
accept and assume from OOMC, a portion of OOMC’s business.
E. OOMC has requested that the Depositor, the Purchaser, the Issuer and the Indenture Trustee consent
to certain amendments to the Sale and Servicing Agreement, the Indenture and the