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EXHIBIT 4.1
______________________________________
AMENDMENT NUMBER ONE
to the
MORTGAGE LOAN PURCHASE AGREEMENT
dated as of August 25, 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 August 25, 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 of the
Agreement is hereby amended by: (i) deleting the word "and" at the
end of subpart (lxxii) thereof and (ii) inserting the following new
subpart at the end of subpart (lxxiii) thereof:
6
; and (lxxiv) With respect to any Group I
Mortgage Loan for which the date of the related mortgage note is
more than 1 year before the Closing Date,
(i) The Seller
represents that it currently operates or actively participates in
an on-going and active program or business (A) to originate
mortgages, and/or (B) to make periodic purchases of mortgage loans
from originators or other sellers, and/or (C) to issue and/or
purchase securities or bonds supported by the mortgages, with a
portion of the proceeds generated by such program or business being
used to purchase
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