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

Exhibit 10.2

AMENDMENT NUMBER TWO
to the
INDENTURE
dated as of October 1, 2007,
between
OPTION ONE ADVANCE TRUST 2007-ADV2,
and
XXXXX 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 Xxxxx 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/ Xxxxxxxx X. Xxxxx
		Name:	Xxxxxxxx X. Xxxxx
		Title:	Vice President
	XXXXX 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:
	XXXXX FARGO BANK, NATIONAL ASSOCIATION as Indenture Trustee
	By:	/s/ Xxxxxxxxxx X. Xxxxxxx
		Name:	Xxxxxxxxxx X. Xxxxxxx
		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:
	XXXXX 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/ Xxxxxxx Xxxxxxxx
	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		Xxxxxxx Xxxxx 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		Xxxxxx 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		Xxxxxx SAIL 2003-BC10 — STEP INV		Approved				Yes
330		Xxxxxx 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		Xxxxxx Xxxxxxx 2004-OP1		Approved		Approved
360		Barclays SABR Series 2005-OP1		Approved		Approved
361		Xxxxxx SAIL 2005-3		Approved				Yes
369		OOMLT 2005-2 STEP SERV FEE		Approved
370		SOUNDVIEW 2005-OPT1- PMI		Approved
372		Xxxxxx 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		Xxxxxxxxxx 2006-OPT1		Approved
425		HSBC HASCO 2006-OPT3		Approved				Yes
428		ABSC 2006-HE3		Approved		Approved
429		Soundview 2006-OPT2		Approved		Approved
430		Xxxxxx 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		Xxxxxx 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		Xxxxxx SAIL 2004-4		Approved		Yes
287		OOMC Loan Trust Series 2004-3		Approved
292		OOMLT 2005-1 STEP SERV FEE		Approved
324		Xxxxxx SAIL 2003-BC10 — STEP INV		Approved		Yes
330		Xxxxxx SAIL 2004-8 STEP		Approved		Yes
361		Xxxxxx SAIL 2005-3		Approved		Yes
365		ABFC Series 2005-HE1 STEP SF		Approved		Yes
372		Xxxxxx 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		Xxxxxxxxxx 2006-OPT1		Approved
425		HSBC HASCO 2006-OPT3		Approved		Yes
430		Xxxxxx 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		Xxxxxxx Xxxxx 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		Xxxxxxx Xxxxx 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		Xxxxxx 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 X-0

X-0

XXXXXXXX X-0

XXXXXXXX OF ADDITIONAL RECEIVABLES

AVAILABLE UPON REQUEST