Exhibit 4.3
______________________________________
AMENDMENT NO. 2
Dated as of May 1, 2004
to
POOLING AND SERVICING
AGREEMENT
Dated as of May 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
DEUTSCHE BANK NATIONAL TRUST
COMPANY,
Trustee and Custodian
HarborView Mortgage Loan Trust
2004-4
Mortgage Loan Pass-Through Certificates,
Series 2004-4
______________________________________
THIS AMENDMENT NO. 2, dated as of May 1,
2004 (the “Amendment”), to the Pooling and Servicing
Agreement (the “Pooling and Servicing Agreement”),
dated as of May 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 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 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(iv) 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
.
(a)
The following definition is added
immediately following the definition of “3-B-3 Sub-Component
Notional Amount” in Section 1.01:
“Acceptable
Successor Servicer”: A FHLMC- or FNMA-approved servicer
that is (i) reasonably acceptable to the Master Servicer and
(ii) acceptable to each Rating Agency, as evidenced by a letter
from each such Rating Agency delivered to the Master Servicer and
the Trustee that such entity’s acting as a successor servicer
will not result in a qualification, withdrawal or downgrade of the
then-current rating of any of the Certificates.
(b)
The following clause is added to the
first paragraph of the definition of “Mortgage Loan
Schedule” in Section 1.01 immediately following clause (xxx)
of such definition:
(xxxi)
whether the Mortgage
Loan is an SRO Mortgage Loan.
(c)
The following definitions are added
immediately following the definition of “Servicing
Officer” in Section 1.01:
“Servicing
Rights”: With respect to any SRO Mortgage Loan, any and all
of the following: (a) the right, under the related Servicing
Agreement, to terminate the SRO Servicer as servicer of such
Mortgage Loan, with or without cause, subject to Section 3.03 of
this Agreement; (b) the right, under the related Servicing
Agreement, to transfer the Servicing Rights and/or all servicing
obligations with respect to such Mortgage Loan, subject to Section
3.03 of this Agreement and (c) all powers and privileges incident
to any of the foregoing.
“Servicing Rights
Owner”: GCFP or any successor or assign of
GCFP.
(d)
The following definitions are added
immediately following the definition of “Special Hazard
Mortgage Loan” in Section 1.01:
“SRO Mortgage
Loans”: The Mortgage Loans for which GMAC is the SRO
Servicer and GCFP is the Servicing Rights Owner, and which are
listed in the Mortgage Loan Schedule.
“SRO
Servicer”: GMAC in its capacity as Servicer of the SRO
Mortgage Loans.
(e)
The last sentence of the definition of
“Trust Fund” in Section 1.01 is hereby deleted and
replaced in its entirety with the following:
Notwithstanding the
foregoing, however, the Trust Fund specifically excludes (1) all
payments and other collections of interest and principal due on the
Mortgage Loans on or before the Cut-Off Date and principal received
before the Cut-Off Date (except any principal collected as part of
a payment due after the Cut-Off Date), (2) all income and gain
realized from Permitted Investments of funds on deposit in the
Distribution Account and (3) all Servicing Rights with respect to
the Mortgage Loans.
SECTION 3.
Amendment to Article II
.
The first paragraph of Section 2.01 is
hereby deleted and replaced in its entirety with the
following:
The Depositor,
concurrently with the execution and delivery hereof, does hereby
transfer, assign, set over and otherwise convey to the Trustee
without recourse for the benefit of the Certificateholders all the
right, title and interest of the Depositor, including any security
interest therein for the benefit of the Depositor, in and to (i)
each Mortgage Loan identified on the Mortgage Loan Schedule,
including the related Cut-Off Date Principal Balance, all interest
due thereon after the Cut-Off Date and all collections in respect
of interest and principal due after the Cut-Off Date; (ii) all the
Depositor’s right, title and interest in and to the
Distribution Account and all amounts from time to time credited to
and the proceeds of the Distribution Account; (iii) any real
property that secured each such Mortgage Loan and that has been
acquired by foreclosure or deed in lieu of foreclosure; (iv) the
Depositor’s interest in any insurance policies in respect of
the Mortgage Loans; (v) all proceeds of any of the foregoing; and
(vi) all other assets included or to be included in the Trust Fund;
provided that such assignment shall not include any Servicing
Rights with respect to the Mortgage Loans. Such assignment
includes all interest and principal due to the Depositor or the
Master Servicer after the Cut-Off Date with respect to the Mortgage
Loans.
Notwithstanding
anything provided herein to the contrary, each of the parties
hereto agrees and acknowledges that, notwithstanding the transfer,
conveyance and assignment of the Mortgage Loans from the Depositor
to the Trustee pursuant to this Agreement, the Servicing Rights
Owner remains the sole and exclusive owner of the Servicing Rights
with respect to the SRO Mortgage Loans.
SECTION 4.
Amendments to Article III
.
(f)
The third sentence of Section 3.03(a) is
hereby deleted and replaced in its entirety with the
following:
In the event that the
Master Servicer, in its judgment, determines that a Servicer should
be terminated in accordance with its Servicing Agreement, or that a
notice should be sent pursuant to such Servicing Agreement with
respect to the occurrence of an
