AMENDMENT NO. 1
Dated as of July 1, 2001
to
POOLING AND SERVICING AGREEMENT
Dated as of July 1, 2000
among
GREENWICH CAPITAL ACCEPTANCE, INC.,
Depositor
GREENWICH CAPITAL FINANCIAL PRODUCTS, INC.,
Seller
COUNTRYWIDE HOME LOANS, INC.
ABN AMRO MORTGAGE GROUP, INC.,
Servicers
and
BANKERS TRUST COMPANY OF CALIFORNIA, N.A.,
Trustee
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HarborView Mortgage Loan Trust 2000-1
Mortgage Loan Pass-Through Certificates, Series 2000-1
This AMENDMENT NO. 1, dated as of July 1, 2001 (the "Amendment"), to the
Pooling and Servicing Agreement, dated as of July 1, 2000 (the "Original
PSA"), among GREENWICH CAPITAL ACCEPTANCE, INC., as depositor (the
"Depositor"), GREENWICH CAPITAL FINANCIAL PRODUCTS, INC., as seller (the
"Seller"), COUNTRYWIDE HOME LOANS, INC. and ABN AMRO MORTGAGE GROUP, INC., as
servicers (each, a "Servicer" and, collectively, the "Servicers"), and BANKERS
TRUST COMPANY OF CALIFORNIA, N.A., as trustee (the "Trustee").
W I T N E S S E T H
- - - - - - - - - -
WHEREAS, the Depositor, the Seller, the Servicers and the Trustee have
heretofore entered into the Original PSA; and
WHEREAS, the Depositor, the Seller, the Servicers and the Trustee desire
to amend the Original PSA to provide for a call option with respect to the
Class B-1 Certificates; and
WHEREAS, CEDE & Co., the nominee of The Depository Trust Company, as
Holder of all of the Class B-1 Certificates, acting at the direction of
Nationwide Life Insurance Company, the beneficial owner of all of the Class
B-1 Certificates, has indicated its consent to this Amendment as evidenced by
the signature of its authorized officer appearing below; and
WHEREAS, the Depositor has delivered to each Servicer and the Trustee the
opinion of Xxxxx & Xxxx LLP that (a) the terms of this Amendment will not
result in the imposition of a tax on any REMIC created under the Original PSA
pursuant to the REMIC Provisions or cause any REMIC created thereunder to fail
to qualify as a REMIC at any time that any Certificates are outstanding and
(b) this Amendment is being made in accordance with the terms of Section 12.01
of the Original PSA.
NOW, THEREFORE, the parties hereto 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
Original PSA.
SECTION 2. Amending Provisions.
Subsection 2.1. The second paragraph of the Preliminary Statement of the
Original PSA is hereby amended and restated as follows:
"For federal income tax purposes, the Trust Fund (exclusive of the
Additional Collateral, the Senior Call Option, the Senior Put Option and
the Class B-1 Call Option) will consist of two REMICs, the Lower Tier
REMIC and the Upper Tier REMIC. The Lower Tier REMIC will consist of all
of the assets constituting the Trust Fund (exclusive of the Additional
Collateral, the
Senior Call Option, the Senior Put Option and the Class B-1 Call Option)
and will be evidenced by the Lower Tier REMIC Regular Interests (which
will be uncertificated and will represent the "regular interests" in the
Lower Tier REMIC) and the R-1 Interest as the single "residual interest"
in the Lower Tier REMIC. The Trustee will hold the Lower Tier REMIC
regular interests."
Subsection 2.2. Section 1.01 of the Original PSA is hereby amended by
adding the following definitions:
"'Class B-1 Call Option': The option of the Class B-1 Call Option
Holder to require each of the Class B-1 Certificateholders to sell their
Class B-1 Certificates to the Class B-1 Call Option Holder on the Class
B-1 Call Option Date, which option is exercisable by the Class B-1 Call
Option Holder during the Class B-1 Call Option Period."
"'Class B-1 Call Option Agreement': The Class B-1 Call Option
Agreement, dated as of the date hereof, between the Class B-1 Call Option
Holder and the Trustee."
"'Class B-1 Call Option Date': The Distribution Date in May 2005."
"'Class B-1 Call Option Determination Date': The Distribution Date
Date in March 2005."
"'Class B-1 Call Option Holder': Greenwich Capital Markets, Inc."
"'Class B-1 Call Option Period': As to any Class B-1 Certificate,
the five (5) Business Day period ending at 5:00 p.m. New York City time
on the Class B-1 Call Option Determination Date."
"'Class B-1 Call Option Purchase Price': With respect to each Class
B-1 Certificate, the sum of (a) 100% of the outstanding Certificate
Balance of such Certificate on the Class B-1 Call Option Date (after
giving effect to any principal distributions otherwise made on such date)
plus (b) accrued and unpaid interest thereon at the applicable
Pass-Through Rate due on the Class B-1 Call Option Date (after giving
effect to any interest distributions otherwise made on such date)."
Subsection 2.3. The Original PSA is hereby amended by adding the
following new Section 8.18:
"SECTION 8.18. Class B-1 Call Option.
(a) During the Class B-1 Call Option Period, the Class B-1 Call
Option Holder may exercise the Class B-1 Call Option by written notice to
the Trustee. Notwithstanding anything to the contrary herein, the Class
B-1 Call Option Holder may exercise the Class B-1 Call Option with
respect to all, but not less than all, of the Class B-1 Certificates.
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(b) The Trustee shall give notice to each Holder of a Class B-1
Certificate of the exercise of the Class B-1 Call Option in a manner
consistent with the notification requirements of Section 10.01(b).
(c) One (1) Business Day prior to the Distribution Date on which the
purchase of the Class B-1 Certificates is scheduled to occur after the
Class B-1 Call Option Holder has given notice of its exercise of the
Class B-1 Call Option, the Class B-1 Call Option Holder shall deposit
into the Distribution Account (by wire transfer in immediately available
funds to the Trustee) the Class B-1 Call Option Purchase Price for each
of the Class B-1 Certificates.
(d) If the Class B-1 Call Option has been exercised, the Trustee
shall, on the Class B-1 Call Option Date, withdraw the Class B-1 Call
Option Purchase Price for each of the Class B-1 Certificates and
distribute it to the Class B-1 Certificateholders by wire transfer in
immediately available funds for the account of each such
Certificateholder, or by any other means of payment as specified by such
Certificateholder and at the address of such Holder appearing in the
Certificate Register, provided that such payment shall only be made after
presentation and surrender of the Certificate if the Certificates are no
longer held in book-entry form.
(e) With respect to each Book-Entry Certificate for which the Class
B-1 Call Option Holder has exercised the Class B-1 Call Option and
deposited the aggregate Class B-1 Call Option Purchase Price into the
Distribution Account on the Business Day immediately preceding the Class
B-1 Call Option Date, the transfer of the Ownership Interest in such
Book-Entry Certificate to the Class B-1 Call Option Holder, as
Certificate Owner, shall be effected by the applicable Depository
Participant (or the applicable indirect participant in the Depository, as
the case may be) upon notice by the Trustee. Upon such transfer, the
Certificate Owner of such Book-Entry Certificate prior to such exercise
of the Class B-1 Call Option shall cease to have any Ownership Interest
in such Book-Entry Certificate on or after the Class B-1 Call Option
Date.
Notwithstanding any provision herein to the contrary, with respect
to the Definitive Certificates for which the Class B-1 Call Option Holder
has exercised the Class B-1 Call Option and deposited the Class B-1 Call
Option Purchase Price on the Business Day immediately preceding the Class
B-1 Call Option Date, each Holder of such Definitive Certificate prior to
such exercise of the Class B-1 Call Option shall be deemed to have
surrendered such Definitive Certificate to the Certificate Registrar for
transfer to the Class B-1 Call Option Holder. On the Class B-1 Call
Option Date, the Trustee shall cause the Certificate Registrar to note in
the Certificate Register the registration of the transfer of such
Definitive Certificate to the Class B-1 Call Option Holder, and the Class
B-1 Call Option Holder shall be recognized as the Record Holder of such
Definitive Certificate. Each Holder of a Class B-1 Certificate is deemed,
by acceptance of any such Certificate, to acknowledge and accept the
provisions of this Section 8.18(e)."
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Subsection 2.4. Exhibit E [Form of Reverse of the Certificates] is hereby
amended with respect to the Class B-1 Certificates by deleting the fifth full
paragraph on page E-2 and replacing it with the following:
"In the event that the Class B-1 Call Option relating to this
Certificate has been exercised, on the Class B-1 Call Option Date the
transfer of the Ownership Interest in this Certificate to the Class B-1
Call Option Holder, as Certificate Owner, shall be effected by the
applicable Depository Participant (or the applicable indirect participant
in the Depository, as the case may be) upon notice by the Trustee,
pursuant to Section 8.18(e) of the Agreement. Upon such transfer, the
Certificate Owner hereof prior to such exercise of the Class B-1 Call
Option shall cease to have any Ownership Interest herein on or after the
Class B-1 Call Option Date."
SECTION 3. Effect of Amendment.
Upon execution of this Amendment, the Original PSA shall be deemed to be,
and shall be, modified and amended in accordance herewith and the respective
rights, limitations, obligations, duties, liabilities and immunities of the
Depositor, the Seller, the Servicers and the Trustee shall hereafter be
determined, exercised and enforced subject in all respects to such
modifications and amendments, and all the terms and conditions of this
Amendment shall be deemed to be part of the terms and conditions of the
Original PSA for any and all purposes. Except as modified and expressly
amended by this Amendment, the Original PSA is in all respects ratified and
confirmed, and all the terms, provisions and conditions thereof shall be and
remain in full force and effect.
SECTION 4. Binding Effect.
The provisions of this Amendment shall be binding upon and inure to the
benefit of the respective successors and assigns of the parties hereto and the
Holder and subsequent transferees of the Class B-1 Certificates.
SECTION 5. Governing Law.
This Amendment shall be construed in accordance with the substantive laws
of the State of New York (without regard to conflict of law principles) and
the obligations, rights and remedies of the parties hereto shall be determined
in accordance with such laws.
SECTION 6. Severability of Provisions.
If any one or more of the provisions or terms of this Amendment shall be
for any reason whatsoever held invalid, then such provisions or terms shall be
deemed severable from the remaining provisions or terms of this Amendment and
shall in no way affect the validity or enforceability of the other provisions
or terms of this Amendment.
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SECTION 7. Section Headings.
The section headings herein are for convenience of reference only, and
shall not limit or otherwise affect the meaning hereof.
SECTION 8. Counterparts.
This Amendment may be executed in several counterparts, each of which
shall be an original and all of which shall constitute but one and the same
instrument.
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IN WITNESS WHEREOF, the Depositor, the Seller, the Servicers and the
Trustee have caused their names to be signed hereto by their respective
officers thereunto duly authorized as of the day and year first above written.
GREENWICH CAPITAL ACCEPTANCE, INC.,
as Depositor
By: /s/ Xxxxx X. Xxxxx
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Name: Xxxxx X. Xxxxx
--------------------------------
Title: Senior Vice President
--------------------------------
GREENWICH CAPITAL FINANCIAL PRODUCTS, INC.,
as Seller
By: /s/ Xxxxx X. Xxxxx
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Name: Xxxxx X. Xxxxx
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Title: Senior Vice President
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COUNTRYWIDE HOME LOANS, INC.,
as Servicer
By: /s/ Xxxxx Xxxxxxx
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Name: Xxxxx Xxxxxxx
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Title: Senior Vice President
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ABN AMRO MORTGAGE GROUP, INC.,
as Servicer
By: /s/ Xxxxxxxxx Xxxxxx
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Name: Xxxxxxxxx Xxxxxx
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Title: Assistant Vice President
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BANKERS TRUST COMPANY OF CALIFORNIA, N.A.,
as Trustee
By: /s/ Xxxxxxx Xxxxxxxx
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Name: Xxxxxxx Xxxxxxxx
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Title: Assistant Secretary
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ACCEPTED AND CONSENTED TO BY:
CEDE & CO., as nominee of
THE DEPOSITORY TRUST COMPANY
By: /s/ Xxxx X. Xxxxxxxxxxx
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Name: Xxxx X. Xxxxxxxxxxx
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Title: Partner
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