AMENDMENT NUMBER ONE
Amended and Restated Master Mortgage Loan Purchase and Servicing
Agreement
dated as of May 1, 2004, as amended and restated to and including
August 1, 2005
by and between
COUNTRYWIDE HOME LOANS, INC.
and
DB STRUCTURED PRODUCTS, INC.
This AMENDMENT NUMBER ONE is made this
21st day of December, 2006, by and between COUNTRYWIDE HOME LOANS,
INC. having an address at 4500 Park Granada, Calabasas, California
91302 (the “Seller”) and DB STRUCTURED PRODUCTS, INC.
having an address at 60 Wall Street, New York, New York 10005 (the
“Purchaser”), to the Amended and Restated Master
Mortgage Loan Purchase and Servicing Agreement, dated as of May 1,
2004, as amended and restated to and including August 1, 2005, by
and between the Purchaser and the Seller (the
“Agreement”).
RECITALS
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. Amendment. Effective as of
December 21, 2006, the Agreement is hereby amended as
follows:
(a) The definition of “Mortgage
Loan Schedule” in Article I of the Agreement is hereby
amended by deleting clause (33) in its entirety and replacing it
with the following: “(33) the product type (e.g., 2/28, 15
year fixed, 30 year fixed, 15/30 balloon, Option ARM,
etc.)”.
(b) Article I of the Agreement is hereby
amended by adding the following definitions in alphabetical
order:
Negative Amortization
: The interest portion of the monthly
payment which is due, but is unpaid and accrued at the Mortgage
Interest Rate on the related Option ARM Mortgage Loan for such
month and which, pursuant to the terms of the Mortgage Note, is
added to the principal balance of the Option ARM Mortgage
Loan.
Option ARM Mortgage Loan
: An Adjustable Rate Mortgage Loan which
(i) provides the Mortgagor with multiple monthly payment options
and (ii) may result in Negative Amortization, as set forth in the
related Mortgage Note.
(c) Article I of the Agreement is hereby
amended by deleting the “.” at the end of the
definition of “Stated Principal Balance” and replacing
it with “, plus (iii) with respect to an Option ARM Mortgage
Loan, the cumulative amount of any Negative Amortization, if
any.”
(d) Section 3.02(m) of the Agreement is
hereby amended by deleting the first sentence thereof in its
entirety and replacing it with the following:
Each Mortgage Loan with an original
principal balance greater than $100,000 is covered by an American
Land Title Association (“ALTA”) lender’s title
insurance policy, or, if such ALTA lender’s title insurance
policy is not available in the applicable jurisdiction, an
equivalent lender’s title policy acceptable to an Agency,
issued by a title
