_____________________________________
AMENDMENT NO. 1
Dated as of June 1, 2005
to
POOLING AND SERVICING
AGREEMENT
Dated as of September 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 2004-7
HOME EQUITY PASS-THROUGH CERTIFICATES,
SERIES 2004-7
______________________________________
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 September 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”).
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 wit
