exv10w10



 








Exhibit 10.10





     EXECUTION COPY



AMENDMENT NUMBER FOUR

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 FOUR (this “Amendment”) is made and is effective as of this
24th day of December, 2007, between 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 (as has been or from time to time
will otherwise be amended, the “Indenture”), between the Issuer and the Indenture
Trustee and accepted and acknowledged by Greenwich Capital Financial Products, Inc., as Agent.




     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) Section 1.01 of the Indenture is hereby amended by replacing the definitions
of “Maximum Note Balance” and “Note Purchasers” with the following definitions:





“Maximum Note Balance”: An amount equal to $800,000,000.00”




“Note Purchasers”: Greenwich Capital Financial Products, Inc., The CIT
Group/Business Credit, Inc., and their successors and assigns.”



          (b) Section 2.16(a) of the Indenture is hereby amended by deleting the last
sentence of such provision in its entirety and replacing it with the following:





“Upon the Issuer’s payment of the Redemption Amount, the Commitment of
the Initial Purchasers under section 2.01 of the Note Purchase Agreement
to purchase Additional Note Balances shall terminate.”











 





          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:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 


	 	 	 	 	 	 	 
	 	Consented to by:



GREENWICH CAPITAL FINANCIAL

PRODUCTS, INC.,

as Agent and Noteholder

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Amendment No. 4 to Indenture













 








     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:  	
 	 
	 	 	Name:  	
 	 
	 	 	Title:  	 	 
	 
	 
	 	WELLS FARGO BANK, NATIONAL
ASSOCIATION
as Indenture Trustee
 	 
	 
	 	By:  	/s/ Jacqueline E. Kimball	 
	 	 	Name:  	Jacqueline E. Kimball	 
	 	 	Title:  	Vice President 	 
	 


	 	 	 	 	 	 	 
	 	Consented to by:



GREENWICH CAPITAL FINANCIAL

PRODUCTS, INC.,

as Agent and Noteholder

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Amendment No. 4 to Indenture















 








     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:  	
 	 
	 	 	Name:  	
 	 
	 	 	Title:  	 	 
	 
	 
	 	WELLS FARGO BANK, NATIONAL
ASSOCIATION
as Indenture Trustee
 	 
	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 


	 	 	 	 	 	 	 
	Consented to by:



GREENWICH CAPITAL FINANCIAL

PRODUCTS, INC.,

as Agent and Noteholder

 	 	 
	By:  	/s/ Dominic Obaditch 	 
	 	Name:  	DOMINIC OBADITCH 	 	 
	 	Title:  	M.D.	 	 
	 
	Greenwich Capital Corporate Services, Inc.
as attorney-in-fact.	 







Amendment No. 4 to Indenture