|
EXHIBIT 4
EXECUTION COPY
AMENDMENT TO THE POOLING AND SERVICING AGREEMENT
This AMENDMENT TO THE POOLING AND SERVICING AGREEMENT, dated as
of
March 28, 2005 (the "Amendment"), among MORGAN STANLEY ABS
CAPITAL I INC., a
Delaware corporation, as depositor (the "Depositor"), LITTON
LOAN SERVICING LP,
a Delaware limited partnership (the "Servicer"), and DEUTSCHE
BANK NATIONAL
TRUST COMPANY, a national banking association, as trustee (the
"Trustee"),
amends the Pooling and Servicing Agreement, dated as of November
1, 2002 (the
"Pooling and Servicing Agreement"), among the Depositor, the
Servicer, and the
Trustee, as amended by the Servicer Resignation, Appointment,
Assumption and
Amendment Agreement, dated as of December 1, 2004, among the
Depositor, the
Trustee, The Provident Bank and the Servicer.
RECITALS
WHEREAS, the parties hereto have entered into the Pooling
and
Servicing Agreement relating to the Morgan Stanley ABS Capital I
Inc. Trust
2002-HE3;
WHEREAS, the parties hereto desire to modify the Pooling and
Servicing Agreement as set forth in this Amendment;
NOW, THEREFORE, in consideration of the premises and for other
good
and valuable consideration, the receipt and sufficiency of which
are hereby
acknowledged, the parties hereto agree as follows:
1. Defined Terms. Except as amended below, capitalized terms
used
herein but not defined herein have the respective meanings given
them in the
Pooling and Servicing Agreement.
2. Amendments.
(a) The definition of "Available Funds" in Article I of the
Pooling
and Servicing Agreement is hereby amended by deleting it in its
entirety and
replacing it with the following: "Available Funds: With respect
to any
Distribution Date and the Mortgage Loans to the extent received
by the Trustee
(x) the sum of (i) all scheduled installments of interest (net
of the related
Expense Fees) and principal due on the Due Date on such Mortgage
Loans in the
related Due Period and received by the Servicer on or prior to
the related
Determination Date, together with any P&I Advances in
respect thereof; (ii) all
Condemnation Proceeds, Insurance Proceeds and Liquidation
Proceeds received by
the Servicer during the related Prepayment Period (in each case,
net of
unreimbursed expenses incurred in connection with a liquidation
or foreclosure
and unreimbursed Advances, if any); (iii) all partial or full
prepayments on the
Mortgage Loans received by the Servicer during the related
Prepayment Period
together with all Compensating Interest, if applicable, thereon
(excluding any
Prepayment Charges); (iv) all Substitution Adjustment Amounts
with respect to
the substitutions of Mortgage Loans that occur during the month
in which such
Distribution Date occurs; (v) amounts received with respect to
such Distribution
Date as the Repurchase Price in respect of a Mortgage Loan
repurchased by an
Originator, the Servicer or the Purchaser, as applicable, during
the related
Prepayment Period; (vi) the proceeds received with respect to
the termination of
the Trust Fund pursuant to clause (a) of Section 9.01; and (vii)
the Closing
Date Deposit Amount; red
| 
