______________________________________
AMENDMENT NO. 1
Dated as of September 15, 2006
to
AMENDED AND RESTATED POOLING AND
SERVICING AGREEMENT
Dated as of May 1, 2006
among
GREENWICH CAPITAL ACCEPTANCE,
INC.,
Depositor,
GREENWICH CAPITAL FINANCIAL PRODUCTS,
INC.,
Seller,
WELLS FARGO BANK, N.A.,
Master Servicer and Securities
Administrator,
CLAYTON FIXED INCOME SERVICES
INC.,
Credit Risk Manager,
and
DEUTSCHE BANK NATIONAL TRUST
COMPANY,
Trustee and Custodian
DSLA Mortgage Loan Trust
2006-AR1
Mortgage Loan Pass-Through Certificates,
Series 2006-AR1
______________________________________
THIS AMENDMENT NO. 1, dated as of
September 15, 2006 (the “Amendment”), to the Amended
and Restated Pooling and Servicing Agreement (the “Amended
and Restated Pooling and Servicing Agreement”), dated as of
May 1, 2006, among GREENWICH CAPITAL ACCEPTANCE, INC., a Delaware
corporation, as depositor (the “Depositor”), GREENWICH
CAPITAL FINANCIAL PRODUCTS, INC., a Delaware corporation, as seller
(in such capacity, the “Seller”), WELLS FARGO BANK,
N.A., a national banking association, as master servicer (in such
capacity, the “Master Servicer”) and as securities
administrator (in such capacity, the “Securities
Administrator”), CLAYTON FIXED INCOME SERVICES INC, as credit
risk manager (the “Credit Risk Manager”) and DEUTSCHE
BANK NATIONAL TRUST COMPANY, a national banking association, as
trustee (in such capacity, the “Trustee”) and as
custodian (in such capacity, the
“Custodian”).
W I T N E S S
E T H
WHEREAS, the Depositor, the Seller, the
Master Servicer, the Securities Administrator, the Trustee, Credit
Risk Manager and the Custodian entered into the Amended and
Restated Pooling and Servicing Agreement;
WHEREAS, the parties hereto wish to amend
the Amended and Restated Pooling and Servicing Agreement as set
forth herein;
WHEREAS, Section 12.01(iv) of the Amended
and Restated Pooling and Servicing Agreement permits amendments to
the Amended and Restated Pooling and Servicing Agreement to conform
the terms thereof to the description thereof provided in the
Prospectus;
NOW, THEREFORE, the parties hereto
hereby agree as follows:
SECTION 1.
Defined Terms .
For purposes of this Amendment, 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 Amended and Restated Pooling
and Servicing Agreement.
SECTION 2.
Amendment to Article X
.
(a) The Subsection (a) of Section
10.01 of the Amended and Restated Pooling and Servicing Agreement
is hereby deleted in its entirety and replaced with the
following:
The respective obligations and
responsibilities of the Seller, the Depositor, the Master Servicer,
the Securities Administrator and the Trustee created hereby (other
than the obligation of the Securities Administrator to make certain
payments to Certificateholders after the final Distribution Date
and the obligation of the Master Servicer to send certain notices
as hereinafter set forth) shall terminate upon notice to the
Trustee and the Securities Administrator upon the earliest of
(i) the Distribution Date on which the Class Principal Balance
of each Class of Certificates has been reduced to zero,
(ii) the final payment or other liquidation of the last
Mortgage Loan, (iii) the optional purchase of the Mortgage
Loans as described in the following paragraph and (iv) the
Latest Possible Maturity Date. Notwithstanding the foregoing,
in no event shall the trust created hereby continue beyond the
expiration of 21 years from the death of the last survivor of the
descendants of Joseph P. Kennedy, the late ambassador of the United
States to the Court of St. James’s, living on the date
hereof.
Following the date on which the aggregate
of the Stated Principal Balances of the Mortgage Loans (after
giving effect to scheduled payments of principal due during the
related Due Period, to the extent received or advanced, and
unscheduled collections of principal received during the related
Prepayment Period) on such date is equal to or less than 5% of the
Cut-Off Date Aggregate Principal Balance (the “ Call
Option Date ”), the Servicer (in such context, the
“ Terminator ”) may, at its option, terminate
this Agreement by purchasing, on the next succeeding Distribution
Date, all of the outstanding Mortgage Loans and REO Properties at a
price equal to (A) the greater of (i) the Stated Principal Balance
of the Mortgage Loans (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received
or advanced, and unscheduled collections of principal received
during the related Prepayment Period) and the appraised value of
the REO Properties and (ii) the fair market value of the Mortgage
Loans and REO Properties (as determined and as agreed upon by (x)
the Terminator and (y) the Holders of a majority in Percentage
Interest of the Class R-II Certificates in their good faith
business judgment as of the close of business on the third Business
Day next preceding the date upon which notice of any such
termination is furnished to the related Certificateholders pursuant
to Section 10.01(b)), plus, (B) in each case, accrued and unpaid
interest thereon at the weighted average of the Mortgage Rates
through the end of the Due Period preceding the final Distribution
Date, plus any unreimbursed Servicing Advances and Advances and any
unpaid Master Servicing Fees and Servicing Fees allocable to such
Mortgage Loans and REO Properties and all amounts, if any, then due
and owing to the Trustee, the Master Servicer, the Securities
Administrator and the Certificate Insurer under this Agreement (the
“ Termination Price ”); provided, however, such
option may only be exercised if the Termination Price is sufficient
to result in the payment of all interest accrued on, as well as
amounts necessary to retire the Class Princi
