_____________________________________
AMENDMENT NO. 2
Dated as of June 27, 2006
to
POOLING AND SERVICING
AGREEMENT
Dated as of February 1, 2004
among
CREDIT SUISSE FIRST BOSTON MORTGAGE
SECURITIES CORP.,
Depositor,
DLJ MORTGAGE CAPITAL,
INC.,
Seller,
OCWEN LOAN SERVICING,
LLC,
Servicer
WELLS FARGO BANK, N.A.,
Servicer and Back-Up Servicer
CLAYTON FIXED INCOME SERVICES
INC.,
Credit Risk Manager
and
U.S. BANK NATIONAL
ASSOCIATION,
Trustee
Home Equity Asset Trust 2004-1
HOME EQUITY PASS-THROUGH CERTIFICATES,
SERIES 2004-1
______________________________________
THIS AMENDMENT NO. 2, dated as of June
27, 2006 (the “Amendment”), to the Pooling and
Servicing Agreement (the “Pooling and Servicing
Agreement”), dated as of February 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”), WELLS FARGO BANK, N.A. (as
successor in interest to Wells Fargo Home Mortgage, Inc.), a
national banking association, as a servicer (in such capacity, a
“Servicer”), OCWEN LOAN SERVICING, LLC (as successor in
interest to Ocwen Federal Bank FSB), a Delaware limited liability
company, as a servicer (in such capacity, a
“Servicer”), WELLS FARGO BANK, N.A., a national banking
association, as back-up servicer (the “Back-Up
Servicer”), CLAYTON FIXED INCOME SERVICES INC. (formerly
known as 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 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.
Amendment to Article I
.
The definition of “Terminating
Entity” is hereby deleted and replaced in its entirety with
the following:
Terminating Entity
: Ocwen, or its successor Servicer,
or WFHMI, or its successor Servicer, as applicable.
III.
Amendment to Article III
.
Section 3.12(g) is hereby deleted and
replaced in its entirety with the following:
Each Servicer, at the direction of the
Class X Certificateholder, shall transfer the servicing of any
Mortgage Loan which is 90 or more days delinquent or which is in
foreclosure to an alternate servicer, as selected by the Class X
Certificateholder; provided , that any such alternate
servicer shall meet all the requirements of a Servicer under this
Agreement and shall comply in all respects with the applicable
provisions of this Agreement; provided , further that the
Class X Certificateholder shall cause any such alternate
