Exhibit 4.2
______________________________________
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 (in such capacity, the “Trustee”).
W I T N E S S
E T H
WHEREAS, the Depositor, the Seller, the
Master Servicer, the Securities Administrator, 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 11.01(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 XI
.
(a) The first paragraph of Section
11.01 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, the Custodian and the Trustee without the
consent of the Certificateholders, (i) to cure any ambiguity,
(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 t
