Exhibit 4.2
______________________________________
AMENDMENT NO. 1
Dated as of December 1, 2004
to
POOLING AND SERVICING
AGREEMENT
Dated as of December 1, 2004
among
GREENWICH CAPITAL ACCEPTANCE,
INC.,
Depositor,
GREENWICH CAPITAL FINANCIAL PRODUCTS,
INC.,
Seller,
and
DEUTSCHE BANK NATIONAL TRUST
COMPANY,
Trustee and Custodian
HarborView Mortgage Loan Trust
2004-11
Mortgage Loan Pass-Through Certificates,
Series 2004-11
______________________________________
THIS AMENDMENT NO. 1, dated as of
December 1, 2004 (the “Amendment”), to the Pooling and
Servicing Agreement (the “Pooling and Servicing
Agreement”), dated as of December 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”), 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
Trustee and the Custodian 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 Trustee and the Custodian
without the consent of the Certificateholders, (ii) to correct
or supplement any provisions herein which may be defective or
inconsistent with any other provisions herein, (iii) to make
any other provisions with respect to matters or questions arising
under this Agreement, which shall not be inconsistent with the
provisions of this Agreement, or (iv) to conform the terms hereof
to the description thereof provided in the Prospectus; provided,
however , that any such action listed in clause (i)
through (iii) above shall
