exv10w2



 





Exhibit 10.2




AMENDMENT NUMBER TWO

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 TWO (this “Amendment”) is made and is effective as of this
16th day of November, 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, (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 definition of
“Facility Fee”, “Maximum Note Balance” and “Pricing Side Letter” with the following
definitions:





               “Facility Fee”: As defined in the Fee Side Letter.




               “Maximum Note Balance”: An amount equal to $750,000,000.




               “Pricing Side Letter”: The Amended and Restated Pricing Side Letter, dated
November 16, 2007 entered into by the Issuer and the Indenture Trustee and consented to
by the 66 2/3% Noteholder.”



          (b) Section 1.01 of the Indenture is hereby further amended by adding the
following subsection to the definition of “Funding Termination Event”:





               “(k) Option One, by no later than January 31, 2008, fails to develop systems,
reasonably acceptable to Agent, which monitor and track on a daily basis and at the
loan level Advance Reimbursement Amounts relating to Loan Level Advances.”



 









 





          (c) Section 1.01 of the Indenture is hereby further amended by adding the
following definition thereto:





               ““Fee Side Letter”: That certain letter, identified as such, dated as of November 16,
2007 entered into by the Issuer and the Indenture Trustee.”



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




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




          (f) 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,




2









 







representation, warranty or covenant made or undertaken by the Issuer under this Amendment or any
other related documents.




3









 







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 66 2/3% Noteholder

 	 	 
	By:  	 	 	 
	 	Name:  	 	 	 
	 	Title:  	 	 	 



 









 






	 	 	 	 	 


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 66 2/3% Noteholder

 	 	 
	By:  	 	 	 
	 	Name:  	 	 	 
	 	Title:  	 	 	 



 









 






	 	 	 	 	 


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 66 2/3% Noteholder

 	 	 
	By:  	/s/ Dominic Obaditch
 	 	 
	 	Name:  	 	 	 
	 	Title:  	 	 	 



 









 






	 	 	 	 	 



Exhibit A 




Schedule I





A-1











 





SCHEDULE I

LOAN LEVEL SECURITIZATION TRUSTS






	 	 	 	 	 	 	 	 	 
	 	 	 	 	Servicing	 	Delinquency	 	Requiring
	Investor No.	 	Investor Name	 	Advances	 	Advances	 	Amendment
	 
	250

	 	OOMC Series 2003-5
	 	Approved	 	 	 	 
	257

	 	Merrill Lynch Series 2003-OPT1
	 	Approved
	 	Approved	 	 
	261

	 	OOMC Loan Trust 2004-1
	 	Approved	 	 	 	 
	267

	 	ACE 2004-OP1 STEP SERV FEE
	 	Approved	 	 	 	 
	269

	 	SABR Trust 2004-OP1 — STEP SF
	 	Approved
	 	Approved	 	 
	274

	 	OOMC Loan Trust Series 2004-2
	 	Approved	 	 	 	 
	277

	 	Lehman SAIL 2004-4
	 	Approved
	 	 	 	Yes
	279

	 	ABSC Series 2004-HE3
	 	Approved
	 	Approved	 	 
	284

	 	ABFC 2004-OPT4
	 	Approved
	 	Approved	 	 
	287

	 	OOMC Loan Trust Series 2004-3
	 	Approved	 	 	 	 
	288

	 	UBS MASTR Series 2004-OPT2
	 	Approved
	 	Approved	 	 
	289

	 	ABFC 2004-OPT5
	 	Approved
	 	Approved	 	 
	292

	 	OOMLT 2005-1 STEP SERV FEE
	 	Approved	 	 	 	 
	294

	 	Citigroup CMLTI 2005-OPT1
	 	Approved
	 	Approved	 	 
	297

	 	MASTR 2005-OPT1 STEP SERV FEE
	 	Approved
	 	Approved	 	 
	299

	 	CMLT 2005-OPT2 STEP SERV FEE
	 	Approved
	 	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
	 	Approved	 	 
	334

	 	Barclays SABR Series 2004-OP2
	 	Approved
	 	Approved	 	 
	346

	 	Morgan Stanley 2004-OP1
	 	Approved
	 	Approved	 	 
	360

	 	Barclays SABR Series 2005-OP1
	 	Approved
	 	Approved	 	 
	361

	 	Lehman SAIL 2005-3
	 	Approved
	 	 	 	Yes
	369

	 	OOMLT 2005-2 STEP SERV FEE
	 	Approved	 	 	 	 
	370

	 	SOUNDVIEW 2005-OPT1- PMI
	 	Approved	 	 	 	 
	372

	 	Lehman SAIL 2005-5
	 	Approved
	 	 	 	Yes
	377

	 	Citigroup CMLTI 2005-OPT3
	 	Approved
	 	Approved	 	 
	380

	 	OOMLT 2005-3
	 	Approved	 	 	 	 
	381

	 	ABSC 2005-HE6
	 	Approved
	 	Approved	 	 
	384

	 	JPMAC 2005-OPT1
	 	Approved
	 	Approved	 	 
	386

	 	Soundview 2005-OPT2
	 	Approved
	 	Approved	 	 
	391

	 	Citigroup CMLTI 2005-OPT4
	 	Approved	 	 	 	 
	396

	 	Soundview 2005-OPT3
	 	Approved
	 	Approved	 	 
	397

	 	OOMLT 2005-4
	 	Approved	 	 	 	 
	401

	 	OOMLT 2005-5
	 	Approved	 	 	 	 






 









 






	 	 	 	 	 	 	 	 	 
	 	 	 	 	Servicing	 	Delinquency	 	Requiring
	Investor No.	 	Investor Name	 	Advances	 	Advances	 	Amendment
	 

	402

	 	SGMS 2005-OPT1
	 	Approved	 	 	 	 
	406

	 	SOUNDVIEW 2005-OPT4
	 	Approved
	 	Approved	 	 
	412

	 	OOMLT 2006-1
	 	Approved	 	 	 	 
	413

	 	SABR 2005-OP2
	 	Approved
	 	Approved	 	 
	414

	 	JPMAC 2005-OPT2
	 	Approved
	 	Approved	 	 
	416

	 	HSBC HASCO 2006-OPT1
	 	Approved
	 	 	 	Yes
	417

	 	Barclays SABR Series 2006-OP1
	 	Approved
	 	Approved	 	 
	420

	 	HSBC HASCO 2006-OPT2
	 	Approved
	 	 	 	Yes
	422

	 	Soundview2006-OPT1
	 	Approved
	 	Approved	 	 
	423

	 	Carrington 2006-OPT1
	 	Approved	 	 	 	 
	425

	 	HSBC HASCO 2006-OPT3
	 	Approved
	 	 	 	Yes
	428

	 	ABSC 2006-HE3
	 	Approved
	 	Approved	 	 
	429

	 	Soundview 2006-OPT2
	 	Approved
	 	Approved	 	 
	430

	 	Lehman SASCO 2006-OPT1
	 	Approved
	 	 	 	Yes
	432

	 	HSBC HASCO 2006-OPT4
	 	Approved
	 	 	 	Yes
	434

	 	ACE 2006-OP1
	 	Approved	 	 	 	 
	435

	 	Soundview 2006-OPT3
	 	Approved
	 	Approved	 	 
	437

	 	Soundview 2006-OPT4
	 	Approved
	 	Approved	 	 
	440

	 	Soundview 2006-OPT5
	 	Approved
	 	Approved	 	 
	441

	 	OOMC Loan Trust Series 2006-2
	 	Approved	 	 	 	 
	442

	 	ABSC 2006-HE5
	 	Approved
	 	Approved	 	 
	445

	 	ABFC 2006-OPT1
	 	Approved
	 	Approved	 	 
	449

	 	ABFC 2006-OPT2
	 	Approved
	 	Approved	 	 
	450

	 	OOMLT 2006-3
	 	Approved	 	 	 	 
	551

	 	ACE 2006-OP2
	 	Approved	 	 	 	 
	554

	 	ABFC 2006-OPT3
	 	Approved
	 	Approved	 	 
	559

	 	SGMS 2006-OPT2- Dual Cutoff
	 	Approved	 	 	 	 
	565

	 	OOMLT 2007-01- Dual Cutoff
	 	Approved	 	 	 	 
	566

	 	OOMC Loan Trust Series 2007-FXD1
	 	Approved	 	 	 	 
	567

	 	HSBC HASCO 2007-OPT1
	 	Approved
	 	 	 	Yes
	569

	 	OOMC Loan Trust Series 2007-CP1
	 	Approved	 	 	 	 
	571

	 	OOMC Loan Trust Series 2007-2
	 	Approved	 	 	 	 
	574

	 	OOMC Loan Trust Series 2007-FXD2
	 	Approved	 	 	 	 
	575

	 	OOMC Loan Trust Series 2007-3
	 	Approved	 	 	 	 
	576

	 	OOMC Loan Trust Series 2007-HL1
	 	Approved	 	 	 	 
	577

	 	OOMC Loan Trust Series 2007-4
	 	Approved	 	 	 	 
	578

	 	OOMC Loan Trust Series 2007-5
	 	Approved	 	 	 	 
	581

	 	Soundview 2007-OPT1
	 	Approved
	 	Approved	 	 
	623

	 	Lehman Bros SASCO 1999-BC4
	 	Approved
	 	 	 	Yes
	626

	 	OOMC Loan Trust 2000-A (FHLMC T023
	 	Approved
	 	Approved
	 	Yes
	630

	 	OOMC Series 2000-B
	 	Approved	 	 	 	 






 









 






	 	 	 	 	 	 	 	 	 
	 	 	 	 	Servicing	 	Delinquency	 	Requiring
	Investor No.	 	Investor Name	 	Advances	 	Advances	 	Amendment
	 
	640

	 	OOMC Loan Trust 2000-5
	 	Approved	 	 	 	 
	642

	 	OOMC Loan Trust 2000-D
	 	Approved	 	 	 	 
	645

	 	OOMC Loan Trust 2001-A (FHLMC T31)
	 	Approved	 	 	 	 
	652

	 	OOMC Loan Trust 2001-B (FHLMC T032 )
	 	Approved	 	 	 	 
	654

	 	OOMC Loan Trust 2001-C (FHLMC TO )
	 	Approved	 	 	 	 
	658

	 	OOMC Loan Trust 2001-D (FHLMC T036)
	 	Approved	 	 	 	 
	666

	 	OOMC Loan Trust 2002-A -STEP SERV FEE
	 	Approved	 	 	 	 
	669

	 	OOMC Loan Trust 2002-3-STEP
	 	Approved
	 	 	 	Yes
	687

	 	OOMC Series 2003-1
	 	Approved	 	 	 	 
	688

	 	UBS — MASTR 2003-OPT1
	 	Approved
	 	Approved	 	 
	690

	 	OOMC Loan Trust 2003-2
	 	Approved	 	 	 	 
	691

	 	OOMC Series 2003-3
	 	Approved	 	 	 	 
	693

	 	OOMC Series 2003-4 StepSvcFee
	 	Approved	 	 	 	 







 












 





Exhibit B 




Schedule II




B-1









 





SCHEDULE II

POOL LEVEL SECURITIZATION TRUSTS




	 	 	 	 	 	 	 
	 	 	 	 	Delinquency	 	Requiring
	Investor No.	 	Investor Name	 	Advance	 	Amendment
	 
	250

	 	OOMC Series 2003-5
	 	Approved	 	 
	261

	 	OOMC Loan Trust 2004-1
	 	Approved	 	 
	267

	 	ACE 2004-OP1 STEP SERV FEE
	 	Approved	 	 
	274

	 	OOMC Loan Trust Series 2004-2
	 	Approved	 	 
	277

	 	Lehman SAIL 2004-4
	 	Approved
	 	Yes
	287

	 	OOMC Loan Trust Series 2004-3
	 	Approved	 	 
	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
	372

	 	Lehman SAIL 2005-5
	 	Approved
	 	Yes
	380

	 	OOMLT 2005-3
	 	Approved	 	 
	391

	 	Citigroup CMLTI2005-OPT4
	 	Approved	 	 
	397

	 	OOMLT 2005-4
	 	Approved	 	 
	401

	 	OOMLT 2005-5
	 	Approved	 	 
	402

	 	SGMS 2005-OPT1
	 	Approved	 	 
	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
	 	Yes
	434

	 	ACE 2006-OP1
	 	Approved	 	 
	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	 	 
	565

	 	OOMLT 2007-01- Dual Cutoff
	 	Approved	 	 
	566

	 	OOMC Loan Trust Series 2007-FXD1
	 	Approved	 	 
	567

	 	HSBC HASCO 2007-OPT1
	 	Approved
	 	Yes
	569

	 	OOMC Loan Trust Series 2007-CP1
	 	Approved	 	 
	571

	 	OOMC Loan Trust Series 2007-2
	 	Approved	 	 






 









 






	 	 	 	 	 	 	 
	 	 	 	 	Delinquency	 	Requiring
	Investor No.	 	Investor Name	 	Advance	 	Amendment
	 
	573

	 	Merrill Lynch Series 2007-HE2
	 	Approved	 	 
	574

	 	OOMC Loan Trust Series 2007-FXD2
	 	Approved	 	 
	575

	 	OOMC Loan Trust Series 2007-3
	 	Approved	 	 
	576

	 	OOMC Loan Trust Series 2007-HL1
	 	Approved	 	 
	577

	 	OOMC Loan Trust Series 2007-4
	 	Approved	 	 
	578

	 	OOMC Loan Trust Series 2007-5
	 	Approved	 	 
	623

	 	Lehman Bros SASCO 1999-BC4
	 	Approved
	 	Yes
	630

	 	OOMC Series 2000-B
	 	Approved	 	 
	640

	 	OOMC Loan Trust 2000-5
	 	Approved	 	 
	642

	 	OOMC Loan Trust 2000-D
	 	Approved	 	 
	645

	 	OOMC Loan Trust 2001-A (FHLMC T31)
	 	Approved	 	 
	652

	 	OOMC Loan Trust 2001-B (FHLMC T032 )
	 	Approved	 	 
	654

	 	OOMC Loan Trust 2001-C (FHLMC T0 )
	 	Approved	 	 
	658

	 	OOMC Loan Trust 2001-D (FHLMC T036)
	 	Approved	 	 
	666

	 	OOMC Loan Trust 2002-A -STEP SERV FEE
	 	Approved	 	 
	669

	 	OOMC Loan Trust 2002-3 -STEP
	 	Approved
	 	Yes
	687

	 	OOMC Series 2003-1
	 	Approved	 	 
	690

	 	OOMC Loan Trust 2003-2
	 	Approved	 	 
	691

	 	OOMC Series 2003-3
	 	Approved	 	 
	693

	 	OOMC Series 2003-4 StepSvcFee
	 	Approved	 	 






 









 






Exhibit C 




Schedule A-2




C-1









 





SCHEDULE A-2




SCHEDULE OF ADDITIONAL RECEIVABLES




AVAILABLE UPON REQUEST