______________________________________
AMENDMENT NO. 1
Dated as of November 1, 2004
to
POOLING AND SERVICING AGREEMENT
Dated as of November 1, 2004
among
GREENWICH CAPITAL ACCEPTANCE, INC.,
Depositor,
GREENWICH CAPITAL FINANCIAL PRODUCTS, INC.,
Seller,
WELLS FARGO BANK, N.A.,
Master Servicer, Securities Administrator and
Custodian,
and
U.S. BANK NATIONAL ASSOCIATION,
Trustee
CHARLIE MAC TRUST 2004-2
Mortgage Loan Pass-Through Certificates, Series 2004-2
______________________________________
THIS AMENDMENT NO. 1, dated as of November 1, 2004 (the
“Amendment”), to the Pooling and Servicing Agreement
(the “Pooling and Servicing Agreement”), dated as of
November 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”), as securities
administrator (in such capacity, the “Securities
Administrator”) and as custodian (in such capacity, the
“Custodian”) and U.S. BANK NATIONAL ASSOCIATION, a
national banking association, as trustee (the
“Trustee”).
W I T N E S
S E T H
WHEREAS, the Depositor, the Seller, the Master Servicer 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 11.01 of the Pooling and Servicing Agreement
permits amendments to the 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 Pooling and Servicing Agreement.
SECTION 2.
Amendments to Article I .
The following new definit
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