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
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
XXXXX FARGO BANK, NATIONAL ASSOCIATION
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 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 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.
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/ Xxxxxxxx X. Xxxxx | |||||
| Name: | Xxxxxxxx X. Xxxxx | |||||
| Title: | Vice President | |||||
| XXXXX FARGO BANK, NATIONAL ASSOCIATION | ||||||
| as Indenture Trustee | ||||||
| By: | /s/ Xxxxxxx Xxxxxxxx | |||||
| Name: | Xxxxxxx Xxxxxxxx | |||||
| Title: | Vice President | |||||
Consented to by
GREENWICH CAPITAL FINANCIAL
PRODUCTS, INC.,
as Majority Noteholder
as Majority Noteholder
By: Name: |
/s/ Xxxxx Xxxxxxx
|
|||
Title:
|
Vice President |
Amendment to Indenture
Exhibit A
Schedule I
A-1
SCHEDULE I
LOAN LEVEL SECURITIZATION TRUSTS
LOAN LEVEL SECURITIZATION TRUSTS
| Invest | Servicer | PSA Requiring | ||||
| or No. | Investor Name | Advances | Amendment | |||
| 250 | OOMC Series 2003-5 | Approved | ||||
| 257 | Xxxxxxx Xxxxx 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 | 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 | ||||
| 334 | Barclays SABR Series 2004-OP2 | Approved | ||||
| 346 | Xxxxxx Xxxxxxx 2004-OP1 | Approved | ||||
| 000 | Xxxxxxxx XXXX 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 | ||||
| 000 | Xxxxxxxx XXXX Series 2006-OP1 | Approved | ||||
| 420 | HSBC HASCO 2006-OPT2 | Approved | Yes | |||
| 422 | Soundview 2006-OPT1 | Approved | ||||
| 423 | Xxxxxxxxxx 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
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 | Xxxxxx SAIL 2004-4 | Approved | Yes | |||
| 289 | ABFC 2004-OPT5 | Approved | Yes | |||
| 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 | |||
| 369 | OOMLT 2005-2 STEP SERV FEE | Approved | ||||
| 370 | SOUNDVIEW 2005-OPT1- PMI | Approved | ||||
| 372 | Xxxxxx 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 | Xxxxxxxxxx 2006-OPT1 | Approved | ||||
| 425 | HSBC HASCO 2006-OPT3 | Approved | Yes | |||
| 430 | Xxxxxx 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 | Xxxxxxx Xxxxx 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 | Xxxxxxx Xxxxx Series 2007-HE2 | Approved | ||||
| 623 | Xxxxxx Bros SASCO 1999-BC4 | Approved | Yes |
X-0
Xxxxxxx X
Xxxxxxxx X-0
X-0
