_____________________________________
AMENDMENT NO. 3
Dated as of June 1, 2005
to
POOLING AND SERVICING
AGREEMENT
Dated as of August 1, 2003
among
CREDIT SUISSE FIRST BOSTON MORTGAGE
SECURITIES CORP.,
Depositor,
DLJ MORTGAGE CAPITAL,
INC.,
Seller,
OCWEN FEDERAL BANK FSB,
Servicer
THE MURRAYHILL COMPANY,
Credit Risk Manager
U.S. BANK NATIONAL
ASSOCIATION,
Trustee
and
WELLS FARGO BANK, N.A.,
Back-Up Servicer
Home Equity Asset Trust 2003-5
HOME EQUITY PASS-THROUGH CERTIFICATES,
SERIES 2003-5
______________________________________
THIS AMENDMENT NO. 3, dated as of June 1,
2005 (the “Amendment”), to the Pooling and Servicing
Agreement (the “Pooling and Servicing Agreement”),
dated as of August 1, 2003, 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 servicer (in such capacity, the
“Servicer”), THE MURRAYHILL COMPANY, a Colorado
corporation, as credit risk manager (the “Credit Risk
Manager”), U.S. BANK NATIONAL ASSOCIATION, a national banking
association, as trustee (the “Trustee”), and WELLS
FARGO BANK, N.A., a national banking association, as back-up
servicer (the “Back-Up Servicer”), consented to by
FINANCIAL SECURITY ASSURANCE INC., a New York stock insurance
company, as certificate insurer (the “Certificate
Insurer”) as amended by that certain Amendment No. 1, dated
as of October 1, 2003, and that certain Amendment No. 2, dated as
of September 13, 2004.
W I T N E S S
E T H
WHEREAS, the Seller, the Servicer, 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 f
