Exhibit 4.2
______________________________________
AMENDMENT NO. 2
Dated as of August 1, 2004
to
POOLING AND SERVICING
AGREEMENT
Dated as of August 1, 2004
among
GREENWICH CAPITAL ACCEPTANCE,
INC.,
Depositor,
GREENWICH CAPITAL FINANCIAL PRODUCTS,
INC.,
Seller,
WELLS FARGO BANK, N.A.
,
Master Servicer and Securities
Administrator,
and
U.S. BANK NATIONAL
ASSOCIATION,
Trustee
DSLA Mortgage Loan Trust
2004-AR1
Mortgage Loan Pass-Through Certificates,
Series 2004-AR1
______________________________________
THIS AMENDMENT NO. 2, dated as of August
1, 2004 (the “Amendment”), to the Pooling and Servicing
Agreement (the “Agreement”), dated as of August 1,
2004, 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”), and U.S. BANK NATIONAL ASSOCIATION, a
national banking association, as trustee (in such capacity, the
“Trustee”), as amended by Amendment No.1, dated as of
December 14, 2004, among the Depositor, the Seller, the Master
Servicer and Securities Administrator and the Trustee (together
with the Agreement, the “Pooling and Servicing
Agreement”).
W I T N E S S
E T H
WHEREAS, the Depositor, the Seller, the
Master Servicer, the Securities Administrator, and the Trustee
entered into the Pooling and Servicing Agreement;
WHEREAS, the parties hereto wish to amend
the Pooling and Servicing Agreement as set forth herein;
WHEREAS, Section 12.01(ii) of the Pooling
and Servicing Agreement permits amendments to the Pooling and
Servicing Agreement to correct all provisions therein which may be
defective;
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 Pooling and Servicing
Agreement.
SECTION 2.
Amendments to Article XII
.
(a) The first paragraph of Section
12.01 of the Pooling and Servicing Agreement is hereby deleted in
its entirety and replaced with the following:
This Agreement may be amended from time
to time by the Seller, the Depositor, the Master Servicer, the
Securities Administrator and the Trustee without the consent of the
Certificateholders and, with respect to any amendment that
adversely affects the interests of any of the Holders of the
Insured Certificates, with the prior written consent of the
Certificate Insurer, (i) to cure any ambiguity, (ii) to
correct or supplement any provisions herein which may be defective
or inconsistent with any other provisions her
