exv10w12



 





Exhibit 10.12



EXECUTION COPY




AMENDMENT NUMBER ONE

to the

INDENTURE

dated as of October 1, 2007,

between

OPTION ONE ADVANCE TRUST 2007-ADV2,

and

WELLS FARGO BANK, NATIONAL ASSOCIATION




          This AMENDMENT NUMBER ONE (this “Amendment”) is made and is effective as of this
24th day of October, 2007, among Option One Advance Trust 2007-ADV2 (the
“Issuer”), and Wells Fargo Bank, National Association (the “Indenture Trustee”) to
the Indenture, dated as of October 1, 2007, (the “Indenture”) between the Issuer and the
Indenture Trustee.




RECITALS 




          WHEREAS, on the terms and conditions set forth herein, the Issuer has requested that the
Indenture Trustee amend the Indenture as provided herein;




          NOW THEREFORE, the parties hereto hereby agree as follows:




          SECTION 1. Defined Terms. As used in this Amendment, capitalized terms have the same
meanings assigned thereto in the Indenture.




          SECTION 2. Amendments.




     (a) Schedule I of the Indenture is hereby amended and restated in its entirety as set forth in
Exhibit A.



     (b) Schedule II of the Indenture is hereby amended and restated in its entirety as set forth
in Exhibit B.



     (c) Schedule A-2 of the Indenture is hereby amended and restated in its entirety as set forth
in Exhibit C.



          SECTION 3. Waiver. The parties hereto hereby waive the provisions of Sections 8.02 and
8.04 of the Indenture requiring the delivery of Tax Opinions and Opinions of Counsel with respect
to any amendments of the Indenture.




          SECTION 4. Limited Effect. Except as expressly amended and modified by this Amendment,
the Indenture shall continue in full force and effect in accordance with its terms. Reference to
this Amendment need not be made in the Indenture or any other instrument or document executed in
connection therewith, or in any certificate, letter or communication issued or




 









 




made pursuant to, or with respect to, the Indenture, any reference in any of such items to the
Indenture being sufficient to refer to the Indenture as amended hereby.




          SECTION 5. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE CONFLICT OF LAWS DOCTRINE
APPLIED IN SUCH STATE.




          SECTION 6. Counterparts. This Amendment may be executed by each of the parties hereto
in any number of separate counterparts, each of which when so executed shall be an original and all
of which taken together shall constitute one and the same instrument.




          SECTION 7. Limitation on Liability. It is expressly understood and agreed by the
parties hereto that (a) this Amendment is executed and delivered by Wilmington Trust Company, not
individually or personally, but solely as Owner Trustee of the Issuer in the exercise of the powers
and authority conferred and vested in it, (b) each of the representations, undertakings and
agreements herein made on the part of the Issuer is made and intended not as personal
representations, undertakings and agreements by Wilmington Trust Company but is made and intended
for the purpose for binding only the Issuer, (c) nothing herein contained shall be construed as
creating any liability on Wilmington Trust Company, individually or personally, to perform any
covenant either expressed or implied contained herein, all such liability, if any, being expressly
waived by the parties hereto and by any Person claiming by, through or under the parties hereto and
(d) under no circumstances shall Wilmington Trust Company be personally liable for the payment of
any indebtedness or expenses of the Issuer or be liable for the breach or failure of any
obligation, representation, warranty or covenant made or undertaken by the Issuer under this
Amendment or any other related documents.




2









 






IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed and delivered by
their duly authorized officers as of the day and year first above written.




	 	 	 	 	 	 	 
	 	 	OPTION ONE ADVANCE TRUST 2007-ADV2
	 
	 	 	 	 	 	 
	 	 	By: Wilmington Trust Company, not in its
individual capacity but solely as Owner Trustee	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Roseline K. Maney
	 

	 	 	 	 
	 

	 	Name:
	 	 Roseline K. Maney
	 

	 	Title:
	 	 Vice President
	 
	 	 	 	 	 	 
	 	 	WELLS FARGO BANK, NATIONAL ASSOCIATION
	 	 	as Indenture Trustee
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ William Augustin	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	William Augustin	 	 
	 

	 	Title:
	 	Vice President	 	 






Consented to by





GREENWICH CAPITAL FINANCIAL
PRODUCTS, INC.,

as Majority Noteholder



	 	 	 	 	 
	By: 

Name: 

	 	/s/ Jason Kennedy
 

Jason Kennedy
	 	 
	Title:

	 	Vice President	 	 







Amendment to Indenture




 









 








Exhibit A




Schedule I





A-1











 





SCHEDULE I

LOAN LEVEL SECURITIZATION TRUSTS




	 	 	 	 	 	 	 
	Invest	 	 	 	Servicer	 	PSA Requiring
	or No.	 	Investor Name	 	Advances	 	Amendment
	250
	 	OOMC Series 2003-5
	 	Approved	 	 
	257
	 	Merrill Lynch Series 2003-OPT1
	 	Approved	 	 
	267
	 	ACE 2004-OP1 STEP SERV FEE
	 	Approved	 	 
	269
	 	SABR Trust 2004-OP1 —STEP SF
	 	Approved	 	 
	279
	 	ABSC Series 2004-HE3
	 	Approved	 	 
	284
	 	ABFC 2004-OPT4
	 	Approved	 	 
	288
	 	UBS MASTR Series 2004-OPT2
	 	Approved	 	 
	292
	 	OOMLT 2005-1 STEP SERV FEE
	 	Approved	 	 
	294
	 	Citigroup CMLTI 2005-OPT1
	 	Approved	 	 
	297
	 	MASTR 2005-OPT1 STEP SERV FEE
	 	Approved	 	 
	299
	 	CMLT 2005-OPT2 STEP SERV FEE
	 	Approved	 	 
	324
	 	Lehman SAIL 2003-BC10 — STEP INV
	 	Approved
	 	Yes
	330
	 	Lehman SAIL 2004-8 STEP
	 	Approved
	 	Yes
	333
	 	Citigroup Mort Loan Trust 2004-OPT1 step
	 	Approved	 	 
	334
	 	Barclays SABR Series 2004-OP2
	 	Approved	 	 
	346
	 	Morgan Stanley 2004-OP1
	 	Approved	 	 
	360
	 	Barclays SABR Series 2005-OP1
	 	Approved	 	 
	369
	 	OOMLT 2005-2 STEP SERV FEE
	 	Approved	 	 
	370
	 	SOUNDVIEW 2005-OPT1- PMI
	 	Approved	 	 
	377
	 	Citigroup CMLTI 2005-OPT3
	 	Approved	 	 
	380
	 	OOMLT 2005-3
	 	Approved	 	 
	381
	 	ABSC 2005-HE6
	 	Approved	 	 
	384
	 	JPMAC 2005-OPT1
	 	Approved	 	 
	386
	 	Soundview 2005-OPT2
	 	Approved	 	 
	391
	 	Citigroup CMLTI 2005-OPT4
	 	Approved	 	 
	396
	 	Soundview 2005-OPT3
	 	Approved	 	 
	397
	 	OOMLT 2005-4
	 	Approved	 	 
	401
	 	OOMLT 2005-5
	 	Approved	 	 
	406
	 	SOUNDVIEW 2005-OPT4
	 	Approved	 	 
	412
	 	OOMLT 2006-1
	 	Approved	 	 
	413
	 	SABR 2005-OP2
	 	Approved	 	 
	414
	 	JPMAC 2005-OPT2
	 	Approved	 	 
	417
	 	Barclays SABR Series 2006-OP1
	 	Approved	 	 
	420
	 	HSBC HASCO 2006-OPT2
	 	Approved
	 	Yes
	422
	 	Soundview 2006-OPT1
	 	Approved	 	 
	423
	 	Carrington 2006-OPT1
	 	Approved	 	 
	425
	 	HSBC HASCO 2006-OPT3
	 	Approved
	 	Yes
	428
	 	ABSC 2006-HE3
	 	Approved	 	 
	429
	 	Soundview 2006-OPT2
	 	Approved	 	 
	432
	 	HSBC HASCO 2006-OPT4
	 	Approved	 	 
	434
	 	ACE 2006-OP1
	 	Approved
	 	Yes
	435
	 	Soundview 2006-OPT3
	 	Approved	 	 
	437
	 	Soundview 2006-OPT4
	 	Approved	 	 
	440
	 	Soundview 2006-OPT5
	 	Approved	 	 
	441
	 	OOMC Loan Trust Series 2006-2
	 	Approved	 	 
	442
	 	ABSC 2006-HE5
	 	Approved	 	 
	445
	 	ABFC 2006-OPT1
	 	Approved	 	 
	449
	 	ABFC 2006-OPT2
	 	Approved	 	 
	450
	 	OOMLT 2006-3
	 	Approved	 	 
	551
	 	ACE 2006-OP2
	 	Approved	 	 






A-2









 





	 	 	 	 	 	 	 
	Invest	 	 	 	Servicer	 	PSA Requiring
	or No.	 	Investor Name	 	Advances	 	Amendment
	554
	 	ABFC 2006-OPT3
	 	Approved	 	 
	559
	 	SGMS 2006-OPT2- Dual Cutoff
	 	Approved
	 	Yes
	565
	 	OOMLT 2007-01- Dual Cutoff
	 	Approved	 	 
	571
	 	OOMC Loan Trust Series 2007-2
	 	Approved	 	 
	581
	 	Soundview 2007-OPT1
	 	Approved	 	 
	626
	 	OOMC Loan Trust 2000-A (FHLMC T023
	 	Approved
	 	Yes






A-3









 





Exhibit B




Schedule II




B-1









 






SCHEDULE II

POOL LEVEL SECURITIZATION TRUSTS




	 	 	 	 	 	 	 
	 	 	 	 	Delinquency	 	PSA Requiring
	Investor No.	 	Investor Name	 	Advances	 	Amendment
	250
	 	OOMC Series 2003-5
	 	Approved	 	 
	267
	 	ACE 2004-OP1 STEP SERV FEE
	 	Approved	 	 
	277
	 	Lehman SAIL 2004-4
	 	Approved
	 	Yes
	289
	 	ABFC 2004-OPT5
	 	Approved
	 	Yes
	292
	 	OOMLT 2005-1 STEP SERV FEE
	 	Approved	 	 
	324
	 	Lehman SAIL 2003-BC10 — STEP INV
	 	Approved
	 	Yes
	330
	 	Lehman SAIL 2004-8 STEP
	 	Approved
	 	Yes
	361
	 	Lehman SAIL 2005-3
	 	Approved
	 	Yes
	365
	 	ABFC Series 2005-HE1 STEP SF
	 	Approved
	 	Yes
	369
	 	OOMLT 2005-2 STEP SERV FEE
	 	Approved	 	 
	370
	 	SOUNDVIEW 2005-OPT1- PMI
	 	Approved	 	 
	372
	 	Lehman SAIL 2005-5
	 	Approved
	 	Yes
	380
	 	OOMLT 2005-3
	 	Approved	 	 
	391
	 	Citigroup CMLTI 2005-OPT4
	 	Approved	 	 
	397
	 	OOMLT 2005-4
	 	Approved	 	 
	401
	 	OOMLT 2005-5
	 	Approved	 	 
	402
	 	SGMS 2005-OPT1
	 	Approved
	 	Yes
	412
	 	OOMLT 2006-1
	 	Approved	 	 
	416
	 	HSBC HASCO 2006-OPT1
	 	Approved
	 	Yes
	420
	 	HSBC HASCO 2006-OPT2
	 	Approved
	 	Yes
	423
	 	Carrington 2006-OPT1
	 	Approved	 	 
	425
	 	HSBC HASCO 2006-OPT3
	 	Approved
	 	Yes
	430
	 	Lehman SASCO 2006-OPT1
	 	Approved
	 	Yes
	432
	 	HSBC HASCO 2006-OPT4
	 	Approved	 	 
	434
	 	ACE 2006-OP1
	 	Approved
	 	Yes
	441
	 	OOMC Loan Trust Series 2006-2
	 	Approved	 	 
	448
	 	Merrill Lynch Series 2006-OPT1
	 	Approved	 	 
	450
	 	OOMLT 2006-3
	 	Approved	 	 
	551
	 	ACE 2006-OP2
	 	Approved	 	 
	559
	 	SGMS 2006-OPT2- Dual Cutoff
	 	Approved
	 	Yes
	565
	 	OOMLT 2007-01- Dual Cutoff
	 	Approved	 	 
	567
	 	HSBC HASCO 2007-OPT1
	 	Approved
	 	Yes
	571
	 	OOMC Loan Trust Series 2007-2
	 	Approved	 	 
	573
	 	Merrill Lynch Series 2007-HE2
	 	Approved	 	 
	623
	 	Lehman Bros SASCO 1999-BC4
	 	Approved
	 	Yes






B-2









 





Exhibit C




Schedule A-2





C-1