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EXHIBIT 4.1
______________________________________
AMENDMENT NUMBER ONE
to the
MORTGAGE LOAN PURCHASE AGREEMENT
dated as of June 27, 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 June 27, 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)) ;
6
(b) Section 6 of the
Agreement is hereby amended by: (i) deleting the word "and" at the
end of subpa
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