EXHIBIT 4.1
______________________________________
AMENDMENT NUMBER ONE
to the
MORTGAGE LOAN PURCHASE
AGREEMENT
dated as of April 28,
2006
by and between
ACE SECURITIES CORP.
and
DB STRUCTURED PRODUCTS,
INC.
______________________________________
THIS AMENDMENT NUMBER ONE (this “Amendment
Number One”) is made this 19 th day of December,
2006, by and between ACE SECURITIES CORP. (the
“Purchaser”) and DB STRUCTURED PRODUCTS, INC. (the
“Seller”) , to the Mortgage
Loan Purchase Agreement, dated as of April 28, 2006, by and between
the Purchaser and the Seller (the “Agreement”)
.
W I T N E S S E T H
WHEREAS, the Purchaser and the
Seller desire to amend the Agreement, subject to the terms hereof,
to modify the Agreement as specified herein; and
WHEREAS, the Purchaser and the
Seller each have agreed to execute and deliver this Amendment
Number One on the terms and conditions set forth herein.
NOW THEREFORE, for good and
valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, and of the mutual covenants herein contained,
the parties hereto hereby agree as follows:
SECTION 1. Defined Terms . For purposes of this Amendment Number One,
unless the context clearly requires otherwise, all capitalized
terms which are used but not otherwise defined herein shall have
the respective meanings assigned to such terms in the
Agreement.
SECTION 2. The Amendments .
(a) Section 6(xl) of the Agreement is hereby
amended by deleting it in its entirety and replacing it with the
following (with the added text underlined for ease of
review):
(xl) No Mortgage Loan is subject to the Home
Ownership and Equity Protection Act of 1994
(“HOEPA”) or any comparable law and no Mortgage
Loan is classified and/or defined as “high cost”,
“covered” (excluding home loans defined as
“covered home loans” in the New Jersey Home Ownership
Security Act of 2002 that were originated between November 26, 2003
and July 7, 2004) “high risk home” or
“predatory” loan under any other federal, state or
local law (or a similarly classified loan using different
terminology under a law imposing heightened regulatory scrutiny or
additional legal liability for residential mortgage loans having
high interest rates, points and/or fees). No Group I Mortgage Loan has an “annual
percentage rate” or “total points and fees”
payable by the Mortgagor (as each such term is defined under HOEPA)
that equal or exceed the applicable thresholds defined under HOEPA
(Section 32 of Regulation Z, 12 C.F.R. Section 226.32(a)(1)(i) and
(ii)) ;
(b) Section 6 of the Agreement is hereby amended
by: (i) d
