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"), NC CAPITAL
CORPORATION, a California corporation
(the "Responsible Party"), and U.S. Bank
National Association, a national
banking association, as trustee (the
"Trustee"), amends the Pooling and
Servicing Agreement, dated as of April 1,
2002 (the "Pooling and Servicing
Agreement"), among the Depositor, the
Servicer, the Responsible Party, 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 Responsible Party, 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-NC2;
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 the
Responsible Party during the related
Prepayment Period; and (vi) 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 reimbursement for Advances
previously made with respect to the
Mort
