EXHIBIT 4.1
______________________________________
AMENDMENT NUMBER ONE
to the
MORTGAGE LOAN PURCHASE
AGREEMENT
dated as of October 30,
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 October 30, 2006, by and
between the Purchaser and the Seller (the
“Agreement”) .
WITNESSETH
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
(lxxiii) thereof and (ii) inserting the following new subpart at
the end of subpart (lxxiv) thereof:
; and (lxxv) 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 or orig