_____________________________________ AMENDMENT NO. 1 Dated as of June 1, 2005 to POOLING AND SERVICING AGREEMENT Dated as of July 1, 2004 among CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP., Depositor, DLJ MORTGAGE CAPITAL, INC., Seller, OCWEN FEDERAL BANK FSB, Servicer WELLS FARGO BANK, N.A., Servicer and Back-Up Servicer THE MURRAYHILL COMPANY, Credit Risk Manager and U.S. BANK NATIONAL ASSOCIATION, Trustee Home Equity Asset Trust 2004-5 HOME EQUITY PASS-THROUGH CERTIFICATES, SERIES 2004-5 ______________________________________
_____________________________________
AMENDMENT NO. 1
Dated as of June 1, 2005
to
POOLING AND SERVICING AGREEMENT
Dated as of July 1, 2004
among
CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.,
Depositor,
DLJ MORTGAGE CAPITAL, INC.,
Seller,
OCWEN FEDERAL BANK FSB,
Servicer
WELLS FARGO BANK, N.A.,
Servicer and Back-Up Servicer
THE MURRAYHILL COMPANY,
Credit Risk Manager
and
U.S. BANK NATIONAL ASSOCIATION,
Trustee
Home Equity Asset Trust 2004-5
HOME EQUITY PASS-THROUGH CERTIFICATES, SERIES 2004-5
______________________________________
THIS AMENDMENT NO. 1, dated as of June 1, 2005 (the “Amendment”), to the Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), dated as of July 1, 2004, among CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP., a Delaware corporation, as depositor (the “Depositor”), DLJ MORTGAGE CAPITAL, INC., a Delaware corporation, as seller (in such capacity, the “Seller”), OCWEN FEDERAL BANK FSB, a federally chartered savings bank, as a servicer (in such capacity, a “Servicer”), WELLS FARGO BANK, N.A., a national banking association, as a servicer (in such capacity, a “Servicer”), and as back-up servicer (the “Back-Up Servicer”), THE MURRAYHILL COMPANY, a Colorado corporation, as credit risk manager (the “Credit Risk Manager”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee&# 148;).
W I T N E S S E T H
WHEREAS, the Seller, the Servicers, the Depositor, the Credit Risk Manager, the Back-Up Servicer and the Trustee entered into the Pooling and Servicing Agreement;
WHEREAS, Section 10.01(a)(vi) of the Pooling and Servicing Agreement permits amendments to the Pooling and Servicing Agreement to modify, alter, amend, add to or rescind any of the terms or provisions contained in the Pooling and Servicing Agreement, provided that the Rating Agencies confirm that the Amendment will not result in the downgrading or withdrawal of the respective ratings then assigned to the Certificates;
WHEREAS, the Depositor has received a letter from each Rating Agency, copies of which are attached hereto as Exhibit A, stating that the Amendment will not result in a downgrading or withdrawal of the respective ratings then assigned to the Certificates;
NOW, THEREFORE, the parties hereto hereby agree as follows:
I.
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.
II.
Amendments to Article VII.
The third paragraph of Section 7.01 is hereby amended as follows:
(i)
The words “or an Event of Default set forth in clause (iv) above” in the first sentence is hereby deleted.
The fourth paragraph of Section 7.01 is hereby amended as follows:
(i)
The words “or an Event of Default set forth in clause (iv) occurs” in the first sentence is hereby deleted.
III.
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 all such provisions shall inure to the benefit of the Seller, Servicers, the Back-Up Servicer, Credit Risk Manager, Depositor and Trustee.
IV.
Effective Date.
The provisions of this Amendment and the changes to the Pooling and Servicing Agreement provided for herein shall be effective as of June 1, 2005.
V.
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.
VI.
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.
VII.
Section Headings.
The section headings herein are for convenience of reference only, and shall not limit or otherwise affect the meaning hereof.
VIII.
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.
[signature pages follow]
IN WITNESS WHEREOF, the Depositor, the Trustee, the Seller, the Servicers, the Back-Up Servicer and the Credit Risk Manager have caused their names to be signed hereto by their respective officers thereunto duly authorized as of the day and year first above written.
CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.,
as Depositor
By: /s/ Peter J. Sack
Name: Peter J. Sack
Title: Vice President
DLJ MORTGAGE CAPITAL, INC.,
as Seller
By: /s/ Kevin Steele
Name: Kevin Steele
Title: Vice President
OCWEN FEDERAL BANK FSB,
as a Servicer
By: /s/ Richard Delgado
Name: Richard Delgado
Title: Vice President
THE MURRAYHILL COMPANY,
as Credit Risk Manager
By: /s/ Kevin J. Kanouff
Name: Kevin J. Kanouff
Title: President
[signature page continues on following page]
WELLS FARGO BANK, N.A.,
as a Servicer
By: /s/ Ruth M. Kovalski
Name: Ruth M. Kovalski
Title: Vice President
WELLS FARGO BANK, N.A.,
as Back-Up Servicer
By: /s/ Diane E. TenHoopen
Name: Diane E. TenHoopen
Title: Vice President
U.S. BANK NATIONAL ASSOCIATION,
as Trustee
By: /s/ Becky Warren
Name: Becky Warren
Title: Assistant Vice President
Exhibit A
[Rating Confirmations from Rating Agencies]
[ON FILE]
