EXHIBIT
      4.1

    


    ______________________________________

    


    AMENDMENT
      NUMBER ONE

    to
      the

    MORTGAGE
      LOAN PURCHASE AGREEMENT

    dated
      as
      of September 28, 2006

    by
      and
      between

    ACE
      SECURITIES CORP.

    and

    DB
      STRUCTURED PRODUCTS, INC. 

    ______________________________________

    


    


    THIS
      AMENDMENT NUMBER ONE (this “Amendment Number One”) is made this 19th
      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 September 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));

    


    
      
         

      

      
        6

        
          

        

      

      
         

      

    

     

    (b) 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:

    


    ;
      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 or originate mortgages made to borrowers who
      are:

    


    (a)
      low-income families (families with incomes of 80% or less of area median income)
      living in low-income areas (a census tract or block numbering area in which
      the
      median income does not exceed 80 percent of the area median income)
      and/or

    


    (b)
      very
      low-income families (families with incomes of 60% or less of area median
      income), and

    


    (ii)
      The
      Seller agrees that Freddie Mac for a period of two (2) years following the
      date
      of this Agreement may contact the Seller to confirm that it continues to operate
      or actively participate in the mortgage program or business and to obtain other
      nonproprietary information about the Seller’s activities that may assist Freddie
      Mac in completing its regulatory reporting requirements. The Seller will make
      reasonable efforts to provide such information to Freddie Mac.

    


    SECTION
      3. Limited
      Effect.
      Except as amended hereby, the Agreement shall continue in full force and effect
      in accordance with its terms. Reference to this Amendment need not be made
      in
      the Agreement or any other instrument or document executed in connection
      therewith, or in any certificate, letter or communication issued or made
      pursuant to, or with respect to, the Agreement, any reference in any of such
      items to the Agreement being sufficient to refer to the Agreement as amended
      hereby. Except
      as
      modified and expressly amended by this Amendment Number One, the Agreement
      is in
      all respects ratified and confirmed, and all the terms, provisions and
      conditions thereof shall be and remain in full force and effect.

    


    
      
         

      

      
        7

        
          

        

      

      
         

      

    

     

    SECTION
      4. Governing
      Law.
      This
      Amendment Number One shall be construed in accordance with the substantive
      laws
      of the State of New York (without regard to conflict of law principles other
      than Section 5-1401 of the New York General Obligations Law which shall govern)
      and the obligations, rights and remedies of the parties hereto shall be
      determined in accordance with such laws.

    


    SECTION
      5. Severability
      of Provisions.
      If any
      one or more of the provisions or terms of this Amendment Number One shall be
      for
      any reason whatsoever held invalid, then such provisions or terms shall be
      deemed severable from the remaining provisions or terms of this Amendment Number
      One and shall in no way affect the validity or enforceability of the other
      provisions or terms of this Amendment Number One.

    


    SECTION
      6. Section
      Headings.
      The
      section headings herein are for convenience of reference only, and shall not
      limit or otherwise affect the meaning hereof.

    


    SECTION
      7. Counterparts.
      This
      Amendment Number One may be executed in several counterparts, each of which
      shall be an original and all of which shall constitute but one and the same
      instrument.

    


    


    [signature
      page follows]

    


    
      
         

      

      
        8

        
          

        

      

      
         

      

       

    

    IN
      WITNESS WHEREOF, the Purchaser and the Seller have caused their names to be
      signed hereto by their respective officers thereunto duly authorized as of
      the
      day and year first above written.

    


    
      	
              ACE
                SECURITIES CORP.,

              as
                Purchaser

               

               

              By:
                /s/
                Evelyn
                Echevarria                              
                

              Name:
                Evelyn Echevarria

              Title:
                Vice President

               

              By:
                /s/
                Doris J.
                Hearn                                    
                

              Name:
                Doris J. Hearn

              Title:
                Vice President 

            	
              DB
                STRUCTURED PRODUCTS, INC.,

              as
                Seller

               

               

              By:
                /s/
                Ernie
                Calabrese                                   
                  

              Name:
                Ernie Calabrese

              Title:
                Director

               

              By:
                /s/
                Susan C.
                Valenti                                  
                  

              Name:
                Susan C. Valenti

              Title:
                Director