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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 CAPITAL I
INC., formerly
known as MORGAN STANLEY DEAN WITTER 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 October 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 Dean Witter
Capital I Inc.
Trust 2002-AM3;
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) amounts received with respect to such
Distribution
Date as the Repurchase Price in respect of a Mortgage Loan
repurchased by the
Originator during the related Prepayment Period; (v) for any
Distribution Date
on or prior to the Distribution Date in January 2003, the funds
withdrawn from
the Capitalized Interest Account and deposited into the
Distribution Account on
such Distribution Date pursuant to Section 4.02(d); (vi) with
respect to the
Class A-2 and Class A-3 Certificates only, any amounts on
deposit in the
Pre-Funding Account at the close of the Pre-Funding Period; and
(vii) the
proceeds received with respect to the termination of the Trust
Fund pursuant to
clause (a) of Section 9.01; reduced by (y) amounts in reimb
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