<PAGE>


                                                                  EXECUTION COPY



================================================================================



                   MORGAN STANLEY DEAN WITTER CAPITAL I INC.,

                                   Depositor,

                               THE PROVIDENT BANK,

                                    Servicer,

                             NC CAPITAL CORPORATION,

                               Responsible Party,

                                       and

                      DEUTSCHE BANK NATIONAL TRUST COMPANY,

                                     Trustee

                -------------------------------------------------

                         POOLING AND SERVICING AGREEMENT

                            Dated as of March 1, 2003

                -------------------------------------------------

            MORGAN STANLEY DEAN WITTER CAPITAL I INC. TRUST 2003-NC3

                       MORTGAGE PASS-THROUGH CERTIFICATES,
                                 SERIES 2003-NC3







================================================================================



<PAGE>



                                TABLE OF CONTENTS
<TABLE>
<CAPTION>

                                                                                                               Page
                                                                                                               ----
<S>                   <C>                                                                                      <C>
                                                       ARTICLE I
                                                      DEFINITIONS

                                                       ARTICLE II
                                 CONVEYANCE OF MORTGAGE LOANS; REPRESENTATIONS AND WARRANTIES

Section 2.01.         Conveyance of Mortgage Loans..............................................................35

Section 2.02.         Acceptance by the Trustee of the Mortgage Loans...........................................38

Section 2.03.         Representations and Warranties; Remedies for Breaches of Representations and
                      Warranties with Respect to the Mortgage Loans.............................................39

Section 2.04.         The Depositor and the Mortgage Loans......................................................41

Section 2.05.         Delivery of Opinion of Counsel in Connection with Substitutions...........................41

Section 2.06.         Execution and Delivery of Certificates....................................................41

Section 2.07.         REMIC Matters.............................................................................42

Section 2.08.         Representations and Warranties of the Depositor...........................................42

                                                        ARTICLE III
                                       ADMINISTRATION AND SERVICING OF MORTGAGE LOANS

Section 3.01.         Servicer to Service Mortgage Loans........................................................43

Section 3.02.         Subservicing Agreements between the Servicer and Subservicers.............................45

Section 3.03.         Successor Subservicers....................................................................46

Section 3.04.         Liability of the Servicer.................................................................46

Section 3.05.         No Contractual Relationship between Subservicers and the Trustee..........................46

Section 3.06.         Assumption or Termination of Subservicing Agreements by Trustee...........................47

Section 3.07.         Collection of Certain Mortgage Loan Payments..............................................47

Section 3.08.         Subservicing Accounts.....................................................................49

Section 3.09.         Collection of Taxes, Assessments and Similar Items; Escrow Accounts.......................50

Section 3.10.         Collection Account........................................................................51

Section 3.11.         Withdrawals from the Collection Account...................................................52

Section 3.12.         Investment of Funds in the Collection Account and the Distribution Account................53

Section 3.13.         Maintenance of Hazard Insurance and Errors and Omissions and Fidelity Coverage............54

Section 3.14.         Enforcement of Due-on-Sale Clauses; Assumption Agreements.................................56

Section 3.15.         Realization upon Defaulted Mortgage Loans.................................................57

</TABLE>

<PAGE>


                                                        TABLE OF CONTENTS
                                                          (continued)
<TABLE>
<CAPTION>
                                                                                                               Page
                                                                                                               ----
<S>                   <C>                                                                                      <C>
Section 3.16.         Release of Mortgage Files.................................................................58

Section 3.17.         Title, Conservation and Disposition of REO Property.......................................59

Section 3.18.         Notification of Adjustments...............................................................61

Section 3.19.         Access to Certain Documentation and Information Regarding the Mortgage Loans..............61

Section 3.20.         Documents, Records and Funds in Possession of the Servicer to Be Held for the
                      Trustee...................................................................................61

Section 3.21.         Servicing Compensation....................................................................62

Section 3.22.         Annual Statement as to Compliance.........................................................62

Section 3.23.         Annual Independent Public Accountants' Servicing Statement; Financial Statements..........62

Section 3.24.         Trustee to Act as Servicer................................................................63

Section 3.25.         Compensating Interest.....................................................................64

Section 3.26.         Credit Reporting; Gramm-Leach-Bliley Act..................................................64

                                                              ARTICLE IV
                                              DISTRIBUTIONS AND ADVANCES BY THE SERVICER

Section 4.01.         Advances..................................................................................64

Section 4.02.         Priorities of Distribution................................................................65

Section 4.03.         Monthly Statements to Certificateholders..................................................70

Section 4.04.         Certain Matters Relating to the Determination of LIBOR....................................73

Section 4.05.         Allocation of Applied Realized Loss Amounts...............................................74

                                                               ARTICLE V
                                                           THE CERTIFICATES

Section 5.01.         The Certificates..........................................................................74

Section 5.02.         Certificate Register; Registration of Transfer and Exchange of Certificates...............75

Section 5.03.         Mutilated, Destroyed, Lost or Stolen Certificates.........................................80

Section 5.04.         Persons Deemed Owners.....................................................................80

Section 5.05.         Access to List of Certificateholders' Names and Addresses.................................80

Section 5.06.         Maintenance of Office or Agency...........................................................80

</TABLE>



                                      -ii-

<PAGE>


                                                        TABLE OF CONTENTS
                                                          (continued)
<TABLE>
<CAPTION>
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                                                                                                                ----
<S>                   <C>                                                                                      <C>
                                                             ARTICLE VI
                                                    THE DEPOSITOR AND THE SERVICER

Section 6.01.         Respective Liabilities of the Depositor and the Servicer..................................81

Section 6.02.         Merger or Consolidation of the Depositor or the Servicer..................................81

Section 6.03.         Limitation on Liability of the Depositor, the Servicer and Others.........................81

Section 6.04.         Limitation on Resignation of the Servicer.................................................82

Section 6.05.         Additional Indemnification by the Servicer; Third Party Claims............................82

                                                             ARTICLE VII
                                                               DEFAULT

Section 7.01.         Events of Default.........................................................................83

Section 7.02.         Trustee to Act; Appointment of Successor..................................................85

Section 7.03.         Notification to Certificateholders........................................................86

                                                             ARTICLE VIII
                                                        CONCERNING THE TRUSTEE

Section 8.01.         Duties of the Trustee.....................................................................86

Section 8.02.         Certain Matters Affecting the Trustee.....................................................87

Section 8.03.         Trustee Not Liable for Certificates or Mortgage Loans.....................................88

Section 8.04.         Trustee May Own Certificates..............................................................89

Section 8.05.         Trustee's Fees and Expenses...............................................................89

Section 8.06.         Eligibility Requirements for the Trustee..................................................90

Section 8.07.         Resignation and Removal of the Trustee....................................................90

Section 8.08.         Successor Trustee.........................................................................91

Section 8.09.         Merger or Consolidation of the Trustee....................................................91

Section 8.10.         Appointment of Co-Trustee or Separate Trustee.............................................91

Section 8.11.         Tax Matters...............................................................................93

Section 8.12.         Periodic Filings..........................................................................95

Section 8.13.         Tax Classification of the Excess Reserve Fund Account and the Cap Agreement...............97

                                                            ARTICLE IX
                                                            TERMINATION

Section 9.01.         Termination upon Liquidation or Purchase of the Mortgage Loans............................97

Section 9.02.         Final Distribution on the Certificates....................................................98

Section 9.03.         Additional Termination Requirements.......................................................99
</TABLE>


                                     -iii-

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                                                        TABLE OF CONTENTS
                                                          (continued)
<TABLE>
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                                                             ARTICLE X
                                                       MISCELLANEOUS PROVISIONS

Section 10.01.        Amendment.................................................................................99

Section 10.02.        Recordation of Agreement; Counterparts...................................................101

Section 10.03.        Governing Law............................................................................101

Section 10.04.        Intention of Parties.....................................................................101

Section 10.05.        Notices..................................................................................102

Section 10.06.        Severability of Provisions...............................................................103

Section 10.07.        Assignment; Sales; Advance Facilities....................................................103

Section 10.08.        Limitation on Rights of Certificateholders...............................................104

Section 10.09.        Inspection and Audit Rights..............................................................105

Section 10.10.        Certificates Nonassessable and Fully Paid................................................105
</TABLE>

















                                      -iv-


<PAGE>



SCHEDULES

Schedule I        Mortgage Loan Schedule

Schedule II       Representations and Warranties of the Servicer

Schedule III      Representations and Warranties of the Responsible Party as to
                  the Mortgage Loans

Schedule IV       Representations and Warranties as to the Responsible Party

EXHIBITS

Exhibit A         Form of Class A, Class M, Class B Certificate

Exhibit B         Form of Class P Certificate

Exhibit C         Form of Class R Certificate

Exhibit D         Form of Class X Certificate

Exhibit E         Form of Initial Certification of Trustee

Exhibit F         Form of Document Certification and Exception Report of Trustee

Exhibit G         Form of Residual Transfer Affidavit

Exhibit H         Form of Transferor Certificate

Exhibit I         Form of Rule 144A Letter

Exhibit J         Form of Request for Release

Exhibit K         Form of Contents for Each Mortgage File

Exhibit L         Form of Certification to be provided with Form 10-K

Exhibit M         Form of Certification to be provided to Depositor










                                      -v-

<PAGE>



                  THIS POOLING AND SERVICING AGREEMENT, dated as of March 1,
2003, among MORGAN STANLEY DEAN WITTER CAPITAL I INC., a Delaware corporation,
as depositor (the "Depositor"), THE PROVIDENT BANK, an Ohio banking corporation,
as servicer (the "Servicer"), NC CAPITAL CORPORATION, a California corporation,
as responsible party (the "Responsible Party"), and DEUTSCHE BANK NATIONAL TRUST
COMPANY, a national banking association, as trustee (the "Trustee"),

                              W I T N E S S E T H:
                              - - - - - - - - - -

                  In consideration of the mutual agreements herein contained,
the parties hereto agree as follows:

                              PRELIMINARY STATEMENT

                  The Trustee shall elect that three segregated asset pools
within the Trust Fund be treated for federal income tax purposes as comprising
two REMICs (each a "REMIC" or, in the alternative, the Lower Tier REMIC and the
Upper Tier REMIC, respectively). Each Class of Certificates (other than the
Class P and Class R Certificates), other than the right of each Class of LIBOR
Certificates to receive Basis Risk CarryForward Amounts and the right of the
Class X Certificates to receive payments from the Cap Agreement, represents
ownership of a regular interest in the Upper Tier REMIC for purposes of the
REMIC Provisions. The Class R Certificate represents ownership of the sole class
of residual interest in each of the Lower Tier REMIC and the Upper Tier REMIC
for purposes of the REMIC Provisions. The Startup Day for each REMIC described
herein is the Closing Date. The latest possible maturity date for each
Certificate is the latest date referenced in Section 2.07. The Upper Tier REMIC
shall hold as assets the several classes of uncertificated Lower Tier Regular
Interests, set out below. Each such Lower Tier Regular Interest is hereby
designated as a regular interest in the Lower Tier REMIC. The Class LT-A-1,
Class LT-A-2, Class LT-A-3, Class LT-M-1, Class LT-M-2, Class LT-M-3, Class
LT-B-1, Class LT-B-2 and Class LT-B-3 Interests are hereby designated the LT
Accretion Directed Classes (the "LT Accretion Directed Classes"). The Class P
Certificates represent beneficial ownership of the Prepayment Charges, each
Class of LIBOR Certificates represents beneficial ownership of a regular
interest in the Upper Tier REMIC and the right to receive Basis Risk
CarryForward Amounts and the Class X Certificates represent beneficial ownership
of a regular interest in the Upper Tier REMIC, the Excess Reserve Fund Account
and the Cap Agreement, which portions of the Trust Fund shall be treated as a
grantor trust.

<TABLE>
<CAPTION>

                                    LOWER TIER                 INITIAL LOWER TIER               CORRESPONDING UPPER
 LOWER TIER CLASS DESIGNATION     INTEREST RATE                 PRINCIPAL AMOUNT                  TIER REMIC CLASS
-----------------------------    --------------- ------------------------------------------    ---------------------
<S>                              <C>             <C>                                           <C>
          Class LT-A-1                 (1)       1/2 initial Corresponding Upper Tier REMIC            A-1
                                                    initial principal balance
          Class LT-A-2                 (1)       1/2 initial Corresponding Upper Tier REMIC            A-2
                                                    initial principal balance
          Class LT-A-3                 (1)       1/2 initial Corresponding Upper Tier REMIC            A-3
                                                    initial principal balance
          Class LT-M-1                 (1)       1/2 initial Corresponding Upper Tier REMIC            M-1
                                                    initial principal balance

</TABLE>


<PAGE>

<TABLE>
<CAPTION>

                                    LOWER TIER                 INITIAL LOWER TIER               CORRESPONDING UPPER
 LOWER TIER CLASS DESIGNATION     INTEREST RATE                 PRINCIPAL AMOUNT                  TIER REMIC CLASS
-----------------------------    --------------- ------------------------------------------    ---------------------
<S>                              <C>             <C>                                           <C>
          Class LT-M-2                 (1)       1/2 initial Corresponding Upper Tier REMIC            M-2
                                                    initial principal balance
          Class LT-M-3                 (1)       1/2 initial Corresponding Upper Tier REMIC            M-3
                                                    initial principal balance
          Class LT-B-1                 (1)       1/2 initial Corresponding Upper Tier REMIC            B-1
                                                    initial principal balance
          Class LT-B-2                 (1)       1/2 initial Corresponding Upper Tier REMIC            B-2
                                                    initial principal balance
          Class LT-B-3                 (1)       1/2 initial Corresponding Upper Tier REMIC            B-3
                                                    initial principal balance
          Class LT-Accrual             (1)       1/2 Pool Stated Principal Balance plus1/2
                                                    Subordinated Amount, less $2,000
          Class LT-Group I             (2)          $1,148.50914630 (5)
          Class LT-Group II            (3)          $674.27667195 (5)
          Class LT-Group III           (4)          $177.21418174 (5)
          Class LT-R                   (6)                        (6)
</TABLE>


(1)       The interest rate with respect to any Distribution Date for these
          interests is a per annum variable rate equal to the WAC Cap.

(2)       The interest rate with respect to any Distribution Date for the Class
          LT-Group I Interest is a per annum variable rate (expressed as a
          percentage rounded to eight decimal places) equal to the Loan Group I
          Cap.

(3)       The interest rate with respect to any Distribution Date for the Class
          LT-Group II Interest is a per annum variable rate (expressed as a
          percentage rounded to eight decimal places) equal to the Loan Group II
          Cap.

(4)       The interest rate with respect to any Distribution Date for the Class
          LT-Group III Interest is a per annum variable rate (expressed as a
          percentage rounded to eight decimal places) equal to the Loan Group
          III Cap.

(5)       On the Closing Date, the Initial Lower Tier Principal Amount of Class
          LT-Group I Interest shall be $1,148.50914630, the Initial Lower Tier
          Principal Amount of the Class LT-Group II Interest shall be
          $674.27667195 and the Initial Lower Tier Principal Amount of Class
          LT-Group III Interest shall be $177.21418174. For all future
          Distribution Dates, the Principal Balances of these Lower Tier Regular
          Interests shall be rounded to eight decimal places.

(6)       The Class LT-R Interest is the sole class of residual interest in the
          Lower Tier REMIC and it does not have a principal amount or an
          interest rate.


                  The Lower Tier REMIC shall hold as assets all of the assets
included in the Trust Fund other than Prepayment Charges, the Cap Agreement, the
Excess Reserve Fund Account, and the Lower Tier Regular Interests.

                  On each Distribution Date, 50% of the increase in the
Subordinated Amount will be payable as a reduction of the principal balances of
the LT Accretion Directed Classes (each such Class will be reduced by an amount
equal to 50% of any increase in the Subordinated Amount that is attributable to
a reduction in the principal balance of its Corresponding Class)


                                      -2-

<PAGE>


and will be accrued and added to the principal balance of the Class LT-Accrual
Interest. On each Distribution Date, the increase in the principal balance of
the Class LT-Accrual Interest may not exceed interest accruals for such
Distribution Date for the Class LT-Accrual Interest. In the event that: (i) 50%
of the increase in the Subordinated Amount exceeds (ii) interest accruals on the
Class LT-Accrual Interest for such Distribution Date, the excess for such
Distribution Date (accumulated with all such excesses for all prior Distribution
Dates) will be added to any increase in the Subordinated Amount for purposes of
determining the amount of interest accrual on the Class LT-Accrual Interest
payable as principal on the LT Accretion Directed Classes on the next
Distribution Date pursuant to the first sentence of this paragraph. All payments
of scheduled principal and prepayments of principal generated by the Mortgage
Loans shall be allocated (i) 50% to the Class LT-Accrual Interest, the Class
LT-Group I Interest, the Class LT-Group II Interest and the Class LT-Group III
Interest (and further allocated between these Lower Tier Regular Interests in
the manner described below) and (ii) 50% to the LT Accretion Directed Classes
(principal payments shall be allocated among such LT Accretion Directed Classes
in an amount equal to 50% of the principal amounts allocated to their respective
Corresponding Classes), until paid in full. Notwithstanding the above, principal
payments allocated to the Class X Certificates that result in the reduction in
the Subordinated Amount shall be allocated to the Class LT-Accrual Interest
(until paid in full). Realized Losses shall be applied so that after all
distributions have been made on each Distribution Date (i) the principal
balances of each LT Accretion Directed Class is equal to 50% of the principal
balance of their Corresponding Class, and (ii) the Class LT-Accrual Interest,
the Class LT-Group I Interest, the Class LT-Group II Interest and the Class
LT-Group III Interest (and further allocated between these Lower Tier Regular
Interests in the manner described below) is equal to 50% of the aggregate Stated
Principal Balance of the Mortgage Pool plus 50% of the Subordinated Amount. As
between the Class LT-Accrual Interest, the Class LT-Group I Interest, the Class
LT-Group II Interest and the Class LT-Group III Interest, all payments of
scheduled principal and prepayments of principal generated by the Mortgage
Loans, and all Realized Losses, allocable to such Lower Tier Regular Interests
shall be allocated (i) to the Class LT-Accrual Interest in the same proportion
that the then outstanding principal balance of such Lower Tier Regular Interest
bears to the then outstanding aggregate principal balance of the Class
LT-Accrual Interest, the Class LT-Group I Interest, the Class LT-Group II
Interest and the Class LT-Group III Interest and (ii) the remainder to each of
the Class LT-Group I Interest, the Class LT-Group II Interest and the Class
LT-Group III Interest in the same proportion that the then outstanding aggregate
Stated Principal Balance of the Mortgage Loans in the related loan group bears
to the then outstanding aggregate Stated Principal Balance of the Mortgage
Loans.

                  The Upper Tier REMIC shall issue the following classes of
Upper Tier Regular Interests and each such interest, other than the Class UT-R
Interest, is hereby designated as a regular interest in the Upper Tier REMIC.

<TABLE>
<CAPTION>


                               UPPER TIER INTEREST            INITIAL UPPER TIER
                                    RATE AND                PRINCIPAL AMOUNT AND
 UPPER TIER CLASS             CORRESPONDING CLASS            CORRESPONDING CLASS       CORRESPONDING
   DESIGNATION                 PASS-THROUGH RATE              CERTIFICATE BALANCE         CLASS
-------------------         -----------------------        -----------------------    ---------------
<S>                         <C>                            <C>                        <C>
     Class A-1                        (1)                         $324,039,000          Class A-1(7)
     Class A-2                        (2)                         $190,239,000          Class A-2(7)
     Class A-3                        (3)                          $50,000,000          Class A-3(7)



                                      -3-
<PAGE>



     Class M-1                        (4)                          $42,843,000          Class M-1(7)
     Class M-2                        (4)                          $36,573,000          Class M-2(7)
     Class M-3                        (4)                          $12,191,000          Class M-3(7)
     Class B-1                        (4)                          $ 8,708,000          Class B-1(7)
     Class B-2                        (4)                          $10,450,000          Class B-2(7)
     Class B-3                        (4)                          $ 6,967,000          Class B-3(7)
     Class X                          (5)                                   (6)         Class X(5)
     Class UT-R                       (6)                                               Class R
</TABLE>


(1)       The Class A-1 Interest will bear interest during each Interest Accrual
          Period at a per annum rate equal to (a) on or prior to the Optional
          Termination Date, the least of (i) LIBOR plus 0.520%, (ii) the Loan
          Group I Cap and (iii) the WAC Cap or (b) after the Optional
          Termination Date, the least of (i) LIBOR plus 1.040%, (ii) the Loan
          Group I Cap and (iii) the WAC Cap.

(2)       The Class A-2 Interest will bear interest during each Interest Accrual
          Period at a per annum rate equal to (a) on or prior to the Optional
          Termination Date, the least of (i) LIBOR plus 0.380%, (ii) the Loan
          Group II Cap and (iii) the WAC Cap or (b) after the Optional
          Termination Date, the least of (i) LIBOR plus 0.760%, (ii) the Loan
          Group II Cap and (iii) the WAC Cap.

(3)       The Class A-3 Interest will bear interest during each Interest Accrual
          Period at a per annum rate equal to (a) on or prior to the Optional
          Termination Date, the least of (i) LIBOR plus 0.400%, (ii) the Loan
          Group III Cap and (iii) the WAC Cap or (b) after the Optional
          Termination Date, the least of (i) LIBOR plus 0.800%, (ii) the Loan
          Group III Cap and (iii) the WAC Cap.

(4)       The Class M-1, Class M-2, Class M-3, Class B-1, Class B-2 and Class
          B-3 Interests will bear interest during each Interest Accrual Period
          at a per annum rate equal to (a) on or prior to the Optional
          Termination Date, the lesser of (i) LIBOR plus 0.900%, 1.980%, 2.250%,
          3.00%, 3.750% and 3.750%, respectively, and (ii) the WAC Cap or (b)
          after the Optional Termination Date, the lesser of (i) LIBOR plus
          1.350%, 2.970%, 3.375%, 4.500%, 5.625% and 5.625%, respectively, and
          (ii) the WAC Cap.

(5)       The Class X Interest has an initial principal balance of $14,629,551,
          but it will not accrue interest on such balance but will accrue
          interest on a notional principal balance. As of any Distribution Date,
          the Class X Interest shall have a notional principal balance equal to
          the aggregate of the principal balances of the Lower Tier Regular
          Interests as of the first day of the related Interest Accrual Period.
          With respect to any Interest Accrual Period, the Class X Interest
          shall bear interest at a rate equal to the excess, if any, of the WAC
          Cap over the product of (i) 2 and (ii) the weighted average
          Pass-Through Rate of the Lower Tier REMIC Interests, where each of the
          Class LT-Accrual Interest, Class LT-Group I Interest, Class LT-Group
          II Interest and Class LT-Group III is subject to a cap equal to zero
          and each LT Accretion Directed Class is subject to a cap equal to the
          Pass-Through Rate on its Corresponding Class. With respect to any
          Distribution Date, interest that so accrues on the notional principal
          balance of the Class X Interest shall be deferred in an amount equal
          to any increase in the Subordinated Amount on such Distribution Date.
          Such deferred interest shall not itself bear interest. The Class X
          Certificates will represent beneficial ownership of the Class X
          Interest, the Cap Agreement, and amounts in the Excess Reserve Fund
          Account, subject to the obligation to make payments from the Excess
          Reserve Fund Account in respect of Basis Risk Carry Forward Amounts.
          For federal income tax purposes, the Trustee will treat a Class X
          Certificateholder's obligation to make payments from the Excess
          Reserve Fund Account as payments made pursuant to an interest rate cap
          contract written by the Class X Certificateholders in favor of each
          Class of LIBOR Certificates. Such rights of the Class X
          Certificateholders and LIBOR Certificateholders shall be treated as
          held in a



                                      -4-
<PAGE>


          portion of the Trust Fund that is treated as a grantor trust under
          subpart E, Part I of subchapter J of the Code.

(6)       The Class UT-R Interest is the sole class of residual interest in the
          Upper Tier REMIC. The Class UT-R Interest does not have an interest
          rate.

(7)       Each of these Certificates will represent not only the ownership of
          the Corresponding Class of Upper Tier Regular Interest but also the
          right to receive payments from the Excess Reserve Fund Account in
          respect of any Basis Risk CarryForward Amounts. For federal income tax
          purposes, the Trustee will treat a Certificateholder's right to
          receive payments from the Excess Reserve Fund Account as payments made
          pursuant to an interest rate cap contract written by the Class X
          Certificateholders.

                  The minimum denomination for each Class of Certificates, other
than the Class P, Class R and the Class X Certificates, will be $25,000 with
integral multiples of $1 in excess thereof. The Class P, Class R and the Class X
Certificates will each represent a 100% Percentage Interest in such class.

                  Set forth below are designations of Classes of Certificates to
the categories used herein:


<TABLE>
<CAPTION>
<S>                                        <C>
Book-Entry Certificates.....................All Classes of Certificates other than the Physical Certificates.

Class A Certificates .......................Class A-1, Class A-2 and Class A-3 Certificates.

Delay Certificates .........................None.

ERISA-Restricted
  Certificates..............................Class R Certificates, Class P Certificates and Class X
                                            Certificates; any certificate with a rating below the lowest
                                            applicable permitted rating under the Underwriters' Exemption.

LIBOR Certificates .........................Class A and Subordinated Certificates.

Non-Delay Certificates .....................Class A, Class X and Subordinated Certificates.

Offered Certificates .......................All Classes of Certificates other than the Private Certificates.

Physical Certificates ......................Class P, Class X and Class R Certificates.

Private Certificates .......................Class A-1, Class P, Class X and Class R Certificates.

Rating Agencies ............................Moody's, Fitch and Standard & Poor's.

Regular Certificates .......................All Classes of Certificates other than the Class P and Class R
                                            Certificates.

Residual Certificates ......................Class R Certificates.



                                      -5-
<PAGE>


Subordinated .............................. Certificates Class M-1, Class M-2, Class M-3, Class B-1, Class B-2 and
                                            Class B-3 Certificates.
</TABLE>


                                   ARTICLE I

                                   DEFINITIONS

                  Whenever used in this Agreement, the following words and
phrases, unless the context otherwise requires, shall have the following
meanings:

                  Accepted Servicing Practices: With respect to any Mortgage
Loan, those mortgage servicing practices set forth in Section 3.01 of this
Agreement.

                  Account: Any of the Collection Account, the Distribution
Account, any Escrow Account or the Excess Reserve Fund Account. Each Account
shall be an Eligible Account.

                  Accrued Certificate Interest Distribution Amount: With respect
to any Distribution Date for each Class of LIBOR Certificates, the amount of
interest accrued during the related Interest Accrual Period at the applicable
Pass-Through Rate on the related Class Certificate Balance immediately prior to
such Distribution Date, as reduced by such Class's share of Net Prepayment
Interest Shortfalls and Relief Act Interest Shortfalls for the related Due
Period allocated to such Class pursuant to Section 4.02.

                  Adjustable Rate Mortgage Loan: An adjustable rate Mortgage
Loan.

                  Adjusted Net Mortgage Rate: As to each Mortgage Loan and at
any time, the per annum rate equal to the Mortgage Rate less the Expense Fee
Rate.

                  Adjustment Date: As to any Mortgage Loan, the first Due Date
on which the related Mortgage Rate adjusts as set forth in the related Mortgage
Note and each Due Date thereafter on which the Mortgage Rate adjusts as set
forth in the related Mortgage Note.

                  Advance:  Any P&I Advance or Servicing Advance.

                  Advance Facility: A financing or other facility as described
in Section 10.07.

                  Advancing Person: The Person to whom the Servicer's rights
under this Agreement to be reimbursed for any P&I Advances or Servicing Advances
have been assigned pursuant to Section 10.07.

                  Affiliate: With respect to any Person, any other Person
controlling, controlled by or under common control with such first Person. For
the purposes of this definition, "control" means the power to direct the
management and policies of such Person, directly or indirectly, whether through
the ownership of voting securities, by contract or otherwise; and the terms
"controlling" and "controlled" have meanings correlative to the foregoing.

                  Agreement: This Pooling and Servicing Agreement and all
amendments or supplements hereto.


                                      -6-
<PAGE>


                  Amount Held for Future Distribution: As to the Certificates on
any Distribution Date, the aggregate amount held in the Collection Account at
the close of business on the related Determination Date on account of (i)
Principal Prepayments, Insurance Proceeds, Condemnation Proceeds and Liquidation
Proceeds on the Mortgage Loans received after the end of the related Prepayment
Period and (ii) all Scheduled Payments on the Mortgage Loans due after the end
of the related Due Period.

                  Applied Realized Loss Amount: With respect to any Distribution
Date, the amount, if any, by which the aggregate Class Certificate Balance of
the LIBOR Certificates after distributions of principal on such Distribution
Date exceeds the aggregate Stated Principal Balance of the Mortgage Loans for
such Distribution Date.

                  Appraised Value: The value set forth in an appraisal made in
connection with the origination of the related Mortgage Loan as the value of the
Mortgaged Property.

                  Assignment of Mortgage: An assignment of the Mortgage, notice
of transfer or equivalent instrument in recordable form (other than the
assignee's name and recording information not yet returned from the recording
office), reflecting the sale of the Mortgage to the Trustee.

                  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 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 as of such
Distribution Date; and (vi) the Closing Date Deposit Amount; reduced by (y)
amounts in reimbursement for Advances previously made with respect to the
Mortgage Loans and other amounts as to which the Servicer, the Depositor or the
Trustee are entitled to be paid or reimbursed pursuant to the Agreement.

                  Balloon Loan: Any Mortgage Loan that provided on the date of
origination for an amortization schedule extending beyond its stated maturity
date.

                  Basic Principal Distribution Amount: With respect to any
Distribution Date, the excess of (i) the Principal Remittance Amount for such
Distribution Date over (ii) the Excess Subordinated Amount, if any, for such
Distribution Date.

                  Basis Risk CarryForward Amount: With respect to each Class of
LIBOR Certificates, as of any Distribution Date, the sum of (A) if on such
Distribution Date the Pass-


                                        7
<PAGE>



Through Rate for any Class of LIBOR Certificates is based upon a Loan Group Cap
or the WAC Cap, the excess of (i) the amount of interest such Class of
Certificates would otherwise be entitled to receive on such Distribution Date
had such rate been calculated as the sum of LIBOR and the applicable
Pass-Through Margin on such Class of Certificates for such Distribution Date,
over (ii) the amount of interest payable on such Class of Certificates at, with
respect to the Class A-1 Certificates, the lesser of (y) the Loan Group I Cap or
(z) the WAC Cap, with respect to the Class A-2 Certificates, the lesser of (y)
the Loan Group II Cap or (z) the WAC Cap, with respect to the Class A-3
Certificates, the lesser of (y) the Loan Group III Cap or (z) the WAC Cap, and
with respect to each other Class of Regular Certificates, the WAC Cap, as
applicable, for such Distribution Date and (B) the Basis Risk CarryForward
Amount for such Class of Certificates for all previous Distribution Dates not
previously paid, together with interest thereon at a rate equal to the sum of
LIBOR and the applicable Pass-Through Margin for such Class of Certificates for
such Distribution Date.

                  Basis Risk Payment: For any Distribution Date, an amount equal
to the lesser of (i) the aggregate of the Basis Risk CarryForward Amounts for
such Distribution Date and (ii) the Class X Distributable Amount (prior to any
reduction for Basis Risk Payments).

                  Best's: Best's Key Rating Guide, as the same shall be amended
from time to time.

                  Book-Entry Certificates: As specified in the Preliminary
Statement.

                  Business Day: Any day other than (i) Saturday or Sunday, or
(ii) a day on which banking and savings and loan institutions, in (a) the State
of New York, California, Florida or Delaware, (b) the State in which the
Servicer's servicing operations are located, or (c) the State in which the
Trustee's operations are located, are authorized or obligated by law or
executive order to be closed.

                  Cap Agreement: The interest rate cap agreement, dated March
21, 2003, between the Cap Provider and the Depositor, or any replacement
thereof.

                  Cap Provider: Morgan Stanley Capital Services, Inc., a
Delaware corporation, and its successors in interest.

                  Certificate: Any one of the Certificates executed by the
Trustee in substantially the forms attached hereto as exhibits.

                  Certificate Balance: With respect to any Class of
Certificates, other than the Class P or Class R Certificates, at any date, the
maximum dollar amount of principal to which the Holder thereof is then entitled
hereunder, such amount being equal to the Denomination thereof minus all
distributions of principal previously made with respect thereto and in the case
of any Subordinated Certificates, reduced by any Applied Realized Loss Amounts
applicable to such Class of Subordinated Certificates. The Class P and Class R
Certificates have no Certificate Balance.

                  Certificate Owner: With respect to a Book-Entry Certificate,
the Person who is the beneficial owner of such Book-Entry Certificate.


                                      -8-
<PAGE>


                  Certificate Register: The register maintained pursuant to
Section 5.02.

                  Certificateholder or Holder: The person in whose name a
Certificate is registered in the Certificate Register, except that, solely for
the purpose of giving any consent pursuant to this Agreement, any Certificate
registered in the name of the Depositor or any affiliate of the Depositor shall
be deemed not to be Outstanding and the Percentage Interest evidenced thereby
shall not be taken into account in determining whether the requisite amount of
Percentage Interests necessary to effect such consent has been obtained;
provided, however, that, if any such Person (including the Depositor) owns 100%
of the Percentage Interests evidenced by a Class of Certificates, such
Certificates shall be deemed to be Outstanding for purposes of any provision
hereof that requires the consent of the Holders of Certificates of a particular
Class as a condition to the taking of any action hereunder. The Trustee is
entitled to rely conclusively on a certification of the Depositor or any
affiliate of the Depositor in determining which Certificates are registered in
the name of an affiliate of the Depositor.

                  Certification: As specified in Section 8.12.

                  Class: All Certificates bearing the same class designation as
set forth in the Preliminary Statement.

                  Class A Certificates: The Class A-1, Class A-2 and Class A-3
Certificates.

                  Class A Principal Allocation Percentage: With respect to any
Distribution Date, the percentage equivalent of a fraction, determined as
follows: (A) with respect to the Class A-1 Certificates, the numerator of which
is (x) the portion of the Principal Remittance Amount for such Distribution Date
that is attributable to the principal received or advanced on the Group I
Mortgage Loans and (y) the denominator of which is the Principal Remittance
Amount for such Distribution Date; (B) with respect to the Class A-2
Certificates, the numerator of which is (x) the portion of the Principal
Remittance Amount for such Distribution Date that is attributable to the
principal received or advanced on the Group II Mortgage Loans and (y) the
denominator of which is the Principal Remittance Amount for such Distribution
Date; and (C) with respect to the Class A-3 Certificates, the numerator of which
is (x) the portion of the Principal Remittance Amount for such Distribution Date
that is attributable to the principal received or advanced on the Group III
Mortgage Loans and (y) the denominator of which is the Principal Remittance
Amount for such Distribution Date.

                  Class A Principal Distribution Amount: With respect to any
Distribution Date, the excess of (i) the aggregate Class Certificate Balances of
the Class A Certificates immediately prior to such Distribution Date over (ii)
the lesser of (A) 62.00% of the aggregate Stated Principal Balance of the
Mortgage Loans for such Distribution Date and (B) the excess, if any, of the
aggregate Stated Principal Balance of the Mortgage Loans for such Distribution
Date over $3,483,198.

                  Class A-1 Certificates: All Certificates bearing the class
designation of "Class A-1 Certificates".

                  Class A-2 Certificates: All Certificates bearing the class
designation of "Class A-2 Certificates".


                                      -9-
<PAGE>


                  Class A-3 Certificates: All Certificates bearing the class
designation of "Class A-3 Certificates".

                  Class B Certificates: The Class B-1, Class B-2 and Class B-3
Certificates.

                  Class B-1 Certificates: All Certificates bearing the class
designation of "Class B-1 Certificates".

                  Class B-1 Principal Distribution Amount: With respect to any
Distribution Date, the excess of (i) the sum of (A) the aggregate Class
Certificate Balances of the Class A Certificates (after taking into account the
distribution of the Class A Principal Distribution Amount for such Distribution
Date), (B) the Class Certificate Balance of the Class M-1 Certificates (after
taking into account the distribution of the Class M-1 Principal Distribution
Amount for such Distribution Date), (C) the Class Certificate Balance of the
Class M-2 Certificates (after taking into account the distribution of the Class
M-2 Principal Distribution Amount for such Distribution Date), (D) the Class
Certificate Balance of the Class M-3 Certificates (after taking into account the
distribution of the Class M-3 Principal Distribution Amount for such
Distribution Date), and (E) the Class Certificate Balance of the Class B-1
Certificates immediately prior to such Distribution Date over (ii) the lesser of
(A) 90.80% of the aggregate Stated Principal Balance of the Mortgage Loans for
such Distribution Date and (B) the excess, if any, of the aggregate Stated
Principal Balance of the Mortgage Loans for such Distribution Date over
$3,483,198.

                  Class B-2 Certificates: All Certificates bearing the class
designation of "Class B-2 Certificates".

                  Class B-2 Principal Distribution Amount: With respect to any
Distribution Date, the excess of (i) the sum of (A) the aggregate Class
Certificate Balances of the Class A Certificates (after taking into account the
distribution of the Class A Principal Distribution Amount for such Distribution
Date), (B) the Class Certificate Balance of the Class M-1 Certificates (after
taking into account the distribution of the Class M-1 Principal Distribution
Amount for such Distribution Date), (C) the Class Certificate Balance of the
Class M-2 Certificates (after taking into account the distribution of the Class
M-2 Principal Distribution Amount for such Distribution Date), (D) the Class
Certificate Balance of the Class M-3 Certificates (after taking into account the
distribution of the Class M-3 Principal Distribution Amount for such
Distribution Date), (E) the Class Certificate Principal Balance of the Class B-1
Certificates (after taking into the account the distribution of the Class B-1
Principal Distribution Amount on such Distribution Date) and (F) the Class
Certificate Balance of the Class B-2 Certificates immediately prior to such
Distribution Date over (ii) the lesser of (A) approximately 93.80% of the
aggregate Stated Principal Balance of the Mortgage Loans for such Distribution
Date and (B) the excess, if any, of the aggregate Stated Principal Balance of
the Mortgage Loans for such Distribution Date over $3,483,198.

                  Class B-3 Certificates: All Certificates bearing the class
designation of "Class B-3 Certificates".



                                      -10-
<PAGE>


                  Class B-3 Principal Distribution Amount: With respect to any
Distribution Date, the excess of (i) the sum of (A) the aggregate Class
Certificate Balances of the Class A Certificates (after taking into account the
distribution of the Class A Principal Distribution Amount for such Distribution
Date), (B) the Class Certificate Balance of the Class M-1 Certificates (after
taking into account the distribution of the Class M-1 Principal Distribution
Amount for such Distribution Date), (C) the Class Certificate Balance of the
Class M-2 Certificates (after taking into account the distribution of the Class
M-2 Principal Distribution Amount for such Distribution Date), (D) the Class
Certificate Balance of the Class M-3 Certificates (after taking into account the
distribution of the Class M-3 Principal Distribution Amount for such
Distribution Date), (E) the Class Certificate Principal Balance of the Class B-1
Certificates (after taking into the account the distribution of the Class B-1
Principal Distribution Amount on such Distribution Date), (F) the Class
Certificate Balance of the Class B-2 Certificates immediately prior to such
Distribution Date and (G) the Class Certificate Balance of the Class B-3
Certificates immediately prior to such Distribution Date over (ii) the lesser of
(A) approximately 95.80% of the aggregate Stated Principal Balance of the
Mortgage Loans for such Distribution Date and (B) the excess, if any, of the
aggregate Stated Principal Balance of the Mortgage Loans for such Distribution
Date over $3,483,198.

                  Class Certificate Balance: With respect to any Class and as to
any date of determination, the aggregate of the Certificate Balances of all
Certificates of such Class as of such date.

                  Class M-1 Certificates: All Certificates bearing the class
designation of "Class M-1 Certificates".

                  Class M-1 Principal Distribution Amount: With respect to any
Distribution Date, the excess of (i) the sum of (A) the aggregate Class
Certificate Balances of the Class A Certificates (after taking into account the
distribution of the Class A Principal Distribution Amount for such Distribution
Date), and (B) the Class Certificate Balance of the Class M-1 Certificates
immediately prior to such Distribution Date over (ii) the lesser of (A) 74.30%
of the aggregate Stated Principal Balance of the Mortgage Loans for such
Distribution Date and (B) the excess, if any, of the aggregate Stated Principal
Balance of the Mortgage Loans for such Distribution Date over $3,483,198.

                  Class M-2 Certificates: All Certificates bearing the class
designation of "Class M-2 Certificates".

                  Class M-2 Principal Distribution Amount: With respect to any
Distribution Date, the excess of (i) the sum of (A) the aggregate Class
Certificate Balances of the Class A Certificates (after taking into account
distribution of the Class A Principal Distribution Amount for such Distribution
Date), (B) the Class Certificate Balance of the Class M-1 Certificates (after
taking into account the distribution of the Class M-1 Principal Distribution
Amount for such Distribution Date) and (C) the Class Certificate Balance of the
Class M-2 Certificates immediately prior to such Distribution Date over (ii) the
lesser of (A) 84.80% of the aggregate Stated Principal Balance of the Mortgage
Loans for such Distribution Date and (B) the excess, if any, of the aggregate
Stated Principal Balance of the Mortgage Loans for such Distribution Date over
$3,483,198.


                                      -11-
<PAGE>


                  Class M-3 Certificates: All Certificates bearing the class
designation of "Class M-2 Certificates".

                  Class M-3 Principal Distribution Amount: With respect to any
Distribution Date, the excess of (i) the sum of (A) the aggregate Class
Certificate Balances of the Class A Certificates (after taking into account
distribution of the Class A Principal Distribution Amount for such Distribution
Date), (B) the Class Certificate Balance of the Class M-1 Certificates (after
taking into account the distribution of the Class M-1 Principal Distribution

                  Amount for such Distribution Date), (C) the Class Certificate
Balance of the Class M-2 Certificates (after taking into account the
distribution of the Class M-2 Principal Distribution Amount for such
Distribution Date) and (D) the Class Certificate Balance of the Class M-3
Certificates immediately prior to such Distribution Date over (ii) the lesser of
(A) 88.30% of the aggregate Stated Principal Balance of the Mortgage Loans for
such Distribution Date and (B) the excess, if any, of the aggregate Stated
Principal Balance of the Mortgage Loans for such Distribution Date over
$3,483,198.

                  Class P Certificates: All Certificates bearing the designation
of "Class P Certificates".

                  Class R Certificates: All Certificates bearing the designation
of "Class R Certificates".

                  Class X Certificates: All Certificates bearing the designation
of "Class X Certificates".

                  Class X Distributable Amount: On any Distribution Date, the
sum of (i) as a distribution in respect of interest, the amount of interest that
has accrued on the Class X Interest and not applied as an Extra Principal
Distribution Amount on such Distribution Date, plus any such accrued interest
remaining undistributed from prior Distribution Dates, plus (ii) as a
distribution in respect of principal, any portion of the principal balance of
the Class X Interest which is distributable as a Subordination Reduction Amount,
minus (iii) any amounts paid as a Basis Risk Payment.

                  Class X Interest: The Upper Tier Regular Interest represented
by the Class X Certificates as specified and described in the Preliminary
Statement and the related footnote thereto.

                  Closing Date:  March 26, 2003.

                  Closing Date Deposit Amount: $0.00 deposited by the Depositor
into the Distribution Account on the Closing Date. No Closing Date Deposit
Amount shall be attributable to the Group I Mortgage Loans, to the Group II
Mortgage Loans or to the Group III Mortgage Loans.

                  Code: The Internal Revenue Code of 1986, including any
successor or amendatory provisions.

                  Collection Account:  As defined in Section 3.10(a).



                                      -12-
<PAGE>


                  Compensating Interest: For any Distribution Date, the lesser
of (a) the Prepayment Interest Shortfall, if any, for the Distribution Date,
with respect to voluntary Principal Prepayments in full by the Mortgagor
(excluding any payments made upon liquidation of the Mortgage Loan) and (b) the
amount of the Servicing Fee payable to the Servicer for such Distribution Date.

                  Condemnation Proceeds: All awards of settlements in respect of
a Mortgaged Property, whether permanent or temporary, partial or entire, by
exercise of the power of eminent domain or condemnation.

                  Corporate Trust Office: The designated office of the Trustee
in the State of California at which at any particular time its corporate trust
business with respect to this Agreement is administered, which office at the
date of the execution of this Agreement is located at 1761 East St. Andrew
Place, Santa Ana, California 92705, Attn: Trust Administration-MS03C3, facsimile
no. (714) 247-6478 and which is the address to which notices to and
correspondence with the Trustee should be directed.

                  Corresponding Class: The class of interests in any REMIC
created under this Agreement that correspond to the Class of interests in
another such REMIC or to a Class of Certificates in the manner set out below:

<TABLE>
<CAPTION>

          LOWER TIER CLASS DESIGNATION         UPPER TIER INTEREST        CORRESPONDING CERTIFICATE
         ------------------------------      -----------------------    -----------------------------
         <S>                                 <C>                        <C>
                  Class LT-A-1                       Class A-1                    Class A-1
                  Class LT-A-2                       Class A-2                    Class A-2
                  Class LT-A-3                       Class A-3                    Class A-3
                  Class LT-M-1                       Class M-1                    Class M-1
                  Class LT-M-2                       Class M-2                    Class M-2
                  Class LT-M-3                       Class M-3                    Class M-3
                  Class LT-B-1                       Class B-1                    Class B-1
                  Class LT-B-2                       Class B-2                    Class B-2
                  Class LT-B-3                       Class B-3                    Class B-3
                       N/A                           Class X                      Class X
</TABLE>

                  Cumulative Loss Percentage: With respect to any Distribution
Date, the percentage equivalent of a fraction, the numerator of which is the
aggregate amount of Realized Losses incurred from the Cut-off Date to the last
day of the calendar month preceding the month in which such Distribution Date
occurs and the denominator of which is the Cut-off Date Pool Principal Balance
of the Mortgage Loans.

                  Custodial File: With respect to each Mortgage Loan, the file
retained by the Trustee consisting of items (a) - (h) as listed on Exhibit K
hereto.

                  Cut-off Date:  March 1, 2003.

                  Cut-off Date Pool Principal Balance: The aggregate Stated
Principal Balances of all Mortgage Loans as of the Cut-off Date plus the portion
of the Closing Date Deposit Amount allocable to principal.



                                      -13-
<PAGE>


                  Cut-off Date Principal Balance: As to any Mortgage Loan, the
Stated Principal Balance thereof as of the close of business on the Cut-off
Date.

                  Data Tape Information: The information provided by the
Responsible Party as of March 1, 2003 to the Depositor or the Purchaser setting
forth the following information with respect to each Mortgage Loan: (1) the
Mortgagor's name; (2) as to each Mortgage Loan, the Scheduled Principal Balance
as of the Cut-Off Date; (3) the Mortgage Rate Cap; (4) the Index; (5) a code
indicating whether the Mortgaged Property is owner-occupied; (6) the type of
Mortgaged Property; (7) the first date on which the Scheduled Payment was due on
the Mortgage Loan and, if such date is not consistent with the Due Date
currently in effect, such Due Date; (8) the "paid through date" based on
payments received from the related Mortgagor; (9) the original principal amount
of the Mortgage Loan; (10) with respect to Adjustable Rate Mortgage Loans, the
Maximum Mortgage Rate; (11) the type of Mortgage Loan (i.e., fixed or
adjustable); (12) a code indicating the purpose of the loan (i.e., purchase,
rate and term refinance, equity take-out refinance); (13) a code indicating the
documentation style (i.e., full, asset verification, income verification and no
documentation); (14) the credit risk score (FICO score); (15) the loan credit
grade classification (as described in the underwriting guidelines); (16) with
respect to each Adjustable Rate Mortgage Loan, the Minimum Mortgage Rate; (17)
the Mortgage Rate at origination; (18) with respect to each Adjustable Rate
Mortgage Loan, the first Adjustment Date immediately following the Cut-off Date;
(19) the value of the Mortgaged Property; (20) a code indicating the type of
Prepayment Charges applicable to such Mortgage Loan, if any; (21) with respect
to each Adjustable Rate Mortgage Loan, the Periodic Mortgage Rate Cap; and (22)
if such Mortgage Loan is covered by a primary mortgage insurance policy, the
primary mortgage insurance rate. With respect to the Mortgage Loans in the
aggregate, the Data Tape Information shall set forth the following information,
as of the Cut-off Date: (1) the number of Mortgage Loans; (2) the current
aggregate outstanding principal balance of the Mortgage Loans; (3) the weighted
average Mortgage Rate of the Mortgage Loans; and (4) the weighted average
maturity of the Mortgage Loans.

                  Debt Service Reduction: With respect to any Mortgage Loan, a
reduction by a court of competent jurisdiction in a proceeding under the United
States Bankruptcy Code in the Scheduled Payment for such Mortgage Loan which
became final and non-appealable, except such a reduction resulting from a
Deficient Valuation or any reduction that results in a permanent forgiveness of
principal.

                  Deficient Valuation: With respect to any Mortgage Loan, a
valuation of the related Mortgaged Property by a court of competent jurisdiction
in an amount less than the then outstanding principal balance of the Mortgage
Loan, which valuation results from a proceeding initiated under the United
States Bankruptcy Code.

                  Definitive Certificates: Any Certificate evidenced by a
Physical Certificate and any Certificate issued in lieu of a Book-Entry
Certificate pursuant to Section 5.02(e).

                  Delay Certificates: As specified in the Preliminary Statement.

                  Deleted Mortgage Loan: As defined in Section 2.03.



                                      -14-
<PAGE>


                  Denomination: With respect to each Certificate, the amount set
forth on the face thereof as the "Initial Certificate Balance of this
Certificate" or the Percentage Interest appearing on the face thereof.

                  Depositor: Morgan Stanley Dean Witter Capital I Inc., a
Delaware corporation, and its successors in interest.

                  Depository: The initial Depository shall be The Depository
Trust Company, the nominee of which is CEDE & Co., as the registered Holder of
the Book-Entry Certificates. The Depository shall at all times be a "clearing
corporation" as defined in Section 8-102(a)(5) of the Uniform Commercial Code of
the State of New York.

                  Depository Institution: Any depository institution or trust
company, including the Trustee, that (a) is incorporated under the laws of the
United States of America or any State thereof, (b) is subject to supervision and
examination by federal or state banking authorities and (c) has outstanding
unsecured commercial paper or other short-term unsecured debt obligations that
are rated P-1 by Moody's, F1+ by Fitch and A-1 by Standard & Poor's.

                  Depository Participant: A broker, dealer, bank or other
financial institution or other Person for whom from time to time a Depository
effects book-entry transfers and pledges of securities deposited with the
Depository.

                  Determination Date: With respect to each Remittance Date, the
18th day (or if such day is not a Business Day, the immediately preceding
Business Day) in the calendar month in which such Remittance Date occurs.

                  Distribution Account: The separate Eligible Account created
and maintained by the Trustee pursuant to Section 3.07(d) in the name of the
Trustee for the benefit of the Certificateholders and designated "Deutsche Bank
National Trust Company in trust for registered holders of Morgan Stanley Dean
Witter Capital I Inc. Mortgage Pass-Through Certificates, Series 2003-NC3".
Funds in the Distribution Account shall be held in trust for the
Certificateholders for the uses and purposes set forth in this Agreement.

                  Distribution Account Deposit Date: As to any Distribution
Date, 12:30 p.m. Central time on the third Business Day immediately preceding
such Distribution Date.

                  Distribution Date: The 25th day of each calendar month after
the initial issuance of the Certificates, or if such day is not a Business Day,
the next succeeding Business Day, commencing in April 2003.

                  Document Certification and Exception Report: The report
attached to Exhibit F hereto.

                  Due Date: The day of the month on which the Scheduled Payment
is due on a Mortgage Loan, exclusive of any days of grace.


                                      -15-
<PAGE>


                  Due Period: With respect to any Distribution Date, the period
commencing on the second day of the calendar month preceding the month in which
that Distribution Date occurs and ending on the first day of the calendar month
in which that Distribution Date occurs.

                  Eligible Account: Either (i) an account maintained with a
federal or state chartered depository institution or trust company the
short-term unsecured debt obligations of which (or, in the case of a depository
institution or trust company that is a subsidiary of a holding company, the
short-term unsecured debt obligations of such holding company) are rated "A-1"
by Standard & Poor's and "P-1" by Moody's (or a comparable rating if another
Rating Agency is specified by the Depositor by written notice to the Servicer)
at the time any amounts are held on deposit therein, (ii) an account or accounts
the deposits in which are fully insured by the FDIC, (iii) a trust account or
accounts maintained with a federal or state chartered depository institution or
trust company acting in its fiduciary capacity or (iv) any other account
acceptable to each Rating Agency. Eligible Accounts may bear interest, and may
include, if otherwise qualified under this definition, accounts maintained with
the Trustee.

                  ERISA: The Employee Retirement Income Security Act of 1974, as
amended.

                  ERISA-Qualifying Underwriting: A best efforts or firm
commitment underwriting or private placement that meets the requirements of
Prohibited Transaction Exemption ("PTE") 2002-41, 67 Fed. Reg. 54487 (2002) (or
any successor thereto), or any substantially similar administrative exemption
granted by the U.S. Department of Labor.

                  ERISA-Restricted Certificate: As specified in the Preliminary
Statement.

                  Escrow Account: The Eligible Account or Accounts established
and maintained pursuant to Section 3.09(b).

                  Escrow Payments: As defined in Section 3.09(b) of this
Agreement.

                  Event of Default:  As defined in Section 7.01.

                  Excess Reserve Fund Account: The separate Eligible Account
created and maintained by the Trustee pursuant to Sections 3.07(b) and 3.07(c)
in the name of the Trustee for the benefit of the Regular Certificateholders and
designated "Deutsche Bank National Trust Company in trust for registered holders
of Morgan Stanley Dean Witter Capital I Inc. Trust 2003-NC3, Mortgage
Pass-Through Certificates, Series 2003-NC3". Funds in the Excess Reserve Fund
Account shall be held in trust for the Regular Certificateholders for the uses
and purposes set forth in this Agreement. Amounts on deposit in the Excess
Reserve Fund Account shall not be invested.

                  Excess Subordinated Amount: With respect to any Distribution
Date, the excess, if any, of (a) the Subordinated Amount on such Distribution
Date over (b) the Specified Subordinated Amount for such Distribution Date.

                  Expense Fee Rate: As to each Mortgage Loan, a per annum rate
equal to the sum of the Servicing Fee Rate and the Trustee Fee Rate.



                                      -16-
<PAGE>


                  Expense Fees: As to each Mortgage Loan, the sum of the
Servicing Fee and the Trustee Fee.

                  Extra Principal Distribution Amount: As of any Distribution
Date, the lesser of (x) the related Total Monthly Excess Spread for such
Distribution Date and (y) the related Subordination Deficiency for such
Distribution Date.

                  Fannie Mae: The Federal National Mortgage Association, or any
successor thereto.

                  Fannie Mae Guides: The Fannie Mae Sellers' Guide and the
Fannie Mae Servicers' Guide and all amendments or additions thereto.

                  FDIC: The Federal Deposit Insurance Corporation, or any
successor thereto.

                  Final Recovery Determination: With respect to any defaulted
Mortgage Loan or any REO Property (other than a Mortgage Loan or REO Property
purchased by the Responsible Party as contemplated by this Agreement), a
determination made by the Servicer that all Insurance Proceeds, Condemnation
Proceeds, Liquidation Proceeds and other payments or recoveries which the
Servicer, in its reasonable good faith judgment, expects to be finally
recoverable in respect thereof have been so recovered. The Servicer shall
maintain records, prepared by a Servicing Officer, of each Final Recovery
Determination made thereby.

                  Final Scheduled Distribution Date: The Final Scheduled
Distribution Date for each Class of Certificates is the Distribution Date in
each of the following months:

<TABLE>
<CAPTION>

                                                                                              MONTH OF FINAL
                                                                                                SCHEDULED
                                                                                            DISTRIBUTION DATE
                                                                                           -------------------
<S>                                                                                        <C>
Class A-1 Certificates................................................................          March 2033
Class A-2 Certificates................................................................          March 2033
Class A-3 Certificates................................................................          March 2033
Class M-1 Certificates................................................................          March 2033
Class M-2 Certificates................................................................          March 2033
Class M-3 Certificates................................................................          March 2033
Class B-1 Certificates................................................................          March 2033
Class B-2 Certificates................................................................          March 2033
Class B-3 Certificates................................................................          March 2033
Class X Certificates..................................................................          March 2033
Class P Certificates..................................................................          March 2033
Class R Certificates..................................................................          March 2033
</TABLE>

                  Fitch: Fitch, Inc., or any successor thereto. If Fitch is
designated as a Rating Agency in the Preliminary Statement, for purposes of
Section 10.05(b) the address for notices to Fitch shall be Fitch, Inc., One
State Street Plaza, New York, New York 10004, Attention: MBS Monitoring - Morgan
Stanley Dean Witter Capital I Inc. 2003-NC3, or such other address as Fitch may
hereafter furnish to the Depositor and the Servicer.

                  Fixed Rate Mortgage Loan: A fixed rate Mortgage Loan.



                                      -17-
<PAGE>


                  Freddie Mac: The Federal Home Loan Mortgage Corporation, a
corporate instrumentality of the United States created and existing under Title
III of the Emergency Home Finance Act of 1970, as amended, or any successor
thereto.

                  Gross Margin: With respect to each Adjustable Rate Mortgage
Loan, the fixed percentage amount set forth in the related Mortgage Note to be
added to the applicable Index to determine the Mortgage Rate.

                  Group I Mortgage Loans: The Mortgage Loans identified on the
Mortgage Loan Schedule as Group I Mortgage Loans.

                  Group II Mortgage Loans: The Mortgage Loans identified on the
Mortgage Loan Schedule as Group II Mortgage Loans.

                  Group III Mortgage Loans: The Mortgage Loans identified on the
Mortgage Loan Schedule as Group III Mortgage Loans.

                  Index: As to each Adjustable Rate Mortgage Loan, the index
from time to time in effect for the adjustment of the Mortgage Rate set forth as
such on the related Mortgage Note.

                  Insurance Policy: With respect to any Mortgage Loan included
in the Trust Fund, any insurance policy, including all riders and endorsements
thereto in effect, including any replacement policy or policies for any
Insurance Policies.

                  Insurance Proceeds: With respect to each Mortgage Loan,
proceeds of insurance policies insuring the Mortgage Loan or the related
Mortgaged Property.

                  Interest Accrual Period: With respect to each Class of
Non-Delay Certificates and the Corresponding Class of Lower Tier Regular
Interests and any Distribution Date, the period commencing on the Distribution
Date occurring in the month preceding the month in which the current
Distribution Date occurs and ending on the day immediately preceding the current
Distribution Date (or, in the case of the first Distribution Date, the period
from and including the Closing Date to but excluding such first Distribution
Date). For purposes of computing interest accruals on each Class of Non-Delay
Certificates, each Interest Accrual Period has the actual number of days in such
month and each year is assumed to have 360 days.

                  Interest Rate Adjustment Date: With respect to each Adjustable
Rate Mortgage Loan, the date, specified in the related Mortgage Note and the
Mortgage Loan Schedule, on which the Mortgage Rate is adjusted.

                  Interest Rate Cap Payment: Beginning on the first Distribution
Date and continuing through the immediately succeeding 35 Distribution Dates
thereafter, an amount, if any, equal to the product of (a) the lesser of (i) (A)
prior to the reset date under the Cap Agreement occurring in April 2005, the
percentage by which one-month LIBOR as of the related reset date under the Cap
Agreement exceeds 6.950% or (B) on and after the reset date under the Cap
Agreement occurring in April 2005 until the reset date under the Cap Agreement
occurring in March 2006, the percentage by which one-month LIBOR as of the
related reset date under the Cap Agreement exceeds 7.375% and (ii) (A) prior to
the reset date under the Cap Agreement



                                      -18-
<PAGE>


occurring in April 2005, 1.375% or (B) on and after the reset date under the Cap
Agreement occurring in April 2005 until the reset date under the Cap Agreement
occurring in March 2006, 1%, as applicable, and (b) the product of the notional
balance and multiplier for such reset date as set forth on the schedule attached
to the Cap Agreement, calculated on an "actual/360" basis.

                  Investment Account:  As defined in Section 3.12(a).

                  Late Collections: With respect to any Mortgage Loan and any
Due Period, all amounts received after the Determination Date immediately
following such Due Period, whether as late payments of Scheduled Payments or as
Insurance Proceeds, Condemnation Proceeds, Liquidation Proceeds or otherwise,
which represent late payments or collections of principal and/or interest due
(without regard to any acceleration of payments under the related Mortgage and
Mortgage Note) but delinquent for such Due Period and not previously recovered.

                  LIBOR: With respect to any Interest Accrual Period for the
LIBOR Certificates, the rate determined by the Trustee on the related LIBOR
Determination Date on the basis of the offered rate for one-month U.S. dollar
deposits as such rate appears on Telerate Page 3750 as of 11:00 a.m. (London
time) on such date; provided, that if such rate does not appear on Telerate Page
3750, the rate for such date will be determined on the basis of the rates at
which one-month U.S. dollar deposits are offered by the Reference Banks at
approximately 11:00 a.m. (London time) on such date to prime banks in the London
interbank market. In such event, the Trustee will request the principal London
office of each of the Reference Banks to provide a quotation of its rate. If at
least two such quotations are provided, the rate for that date will be the
arithmetic mean of the quotations (rounded upwards if necessary to the nearest
whole multiple of 1/16%). If fewer than two quotations are provided as
requested, the rate for that date will be the arithmetic mean of the rates
quoted by major banks in New York City, selected by the Trustee (after
consultation with the Depositor), at approximately 11:00 a.m. (New York City
time) on such date for one-month U.S. dollar loan to leading European banks.

                  LIBOR Certificates:  As specified in the Preliminary
Statement.

                  LIBOR Determination Date: With respect to any Interest Accrual
Period for the LIBOR Certificates, the second London Business Day preceding the
commencement of such Interest Accrual Period.

                  Liquidated Mortgage Loan: With respect to any Distribution
Date, a defaulted Mortgage Loan (including any REO Property) which was
liquidated in the calendar month preceding the month of such Distribution Date
and as to which the Servicer has certified (in accordance with this Agreement)
that it has received all amounts it expects to receive in connection with the
liquidation of such Mortgage Loan including the final disposition of an REO
Property.

                  Liquidation Proceeds: Cash received in connection with the
liquidation of a Liquidated Mortgage Loan, whether through a trustee's sale,
foreclosure sale or otherwise.

                  Loan Group Cap: The Loan Group I Cap or the Loan Group II Cap,
as applicable.



                                      -19-
<PAGE>


                  Loan Group I Cap: With respect to the Group I Mortgage Loans
as of any Distribution Date, the product of (i) the weighted average of the
Adjusted Net Mortgage Rates then in effect on the beginning of the related Due
Period on the Group I Mortgage Loans and (ii) a fraction, the numerator of which
is 30 and the denominator of which is the actual number of days in the Interest
Accrual Period related to such Distribution Date.

                  Loan Group II Cap: With respect to the Group II Mortgage Loans
as of any Distribution Date, the product of (i) the weighted average of the
Adjusted Net Mortgage Rates then in effect on the beginning of the related Due
Period on the Group II Mortgage Loans and (ii) a fraction, the numerator of
which is 30 and the denominator of which is the actual number of days in the
Interest Accrual Period related to such Distribution Date.

                  Loan Group III Cap: With respect to the Group III Mortgage
Loans as of any Distribution Date, the product of (i) the weighted average of
the Adjusted Net Mortgage Rates then in effect on the beginning of the related
Due Period on the Group III Mortgage Loans and (ii) a fraction, the numerator of
which is 30 and the denominator of which is the actual number of days in the
Interest Accrual Period related to such Distribution Date.

                  Loan-to-Value Ratio or LTV: With respect to any Mortgage Loan,
the ratio (expressed as a percentage) of the original outstanding principal
amount of the Mortgage Loan as of the Cut-off Date (unless otherwise indicated),
to the lesser of (a) the Appraised Value of the Mortgaged Property at
origination, and (b) if the Mortgage Loan was made to finance the acquisition of
the related Mortgaged Property, the purchase price of the Mortgaged Property.

                  London Business Day: Any day on which dealings in deposits of
United States dollars are transacted in the London interbank market.

                  Lower Tier Regular Interest: Each of the Class LT-A-1, Class
LT-A-2, Class LT-A-3, Class LT-M-1, Class LT-M-2, Class LT-M-3, Class LT-B-1,
Class LT-B-2, Class LT-B-3, Class LT-Group I, Class LT-Group II, Class LT-Group
III and Class LT-Accrual Interests as described in the Preliminary Statement.

                  Lower Tier REMIC:  As described in the Preliminary Statement.

                  Maximum Mortgage Rate: With respect to each Adjustable Rate
Mortgage Loan, a rate that (i) is set forth on the Data Tape Information and in
the related Mortgage Note and (ii) is the maximum interest rate to which the
Mortgage Rate on such Adjustable Rate Mortgage Loan may be increased during the
lifetime of such Adjustable Rate Mortgage Loan.

                  Minimum Mortgage Rate: With respect to each Adjustable Rate
Mortgage Loan, a rate that (i) is set forth on the Data Tape Information and in
the related Mortgage Note and (ii) is the minimum interest rate to which the
Mortgage Rate on such Adjustable Rate Mortgage Loan may be decreased during the
lifetime of such Adjustable Rate Mortgage Loan.

                  Monthly Statement: The statement delivered to the
Certificateholders pursuant to Section 4.03.



                                      -20-
<PAGE>



                  Moody's: Moody's Investors Service, Inc. If Moody's is
designated as a Rating Agency in the Preliminary Statement, for purposes of
Section 10.05(b) the address for notices to Moody's shall be Moody's Investors
Service, Inc., 99 Church Street, New York, New York 10007, Attention:
Residential Mortgage Pass-Through Group, or such other address as Moody's may
hereafter furnish to the Depositor and the Servicer.

                  Mortgage: The mortgage, deed of trust or other instrument
identified on the Mortgage Loan Schedule as securing a Mortgage Note.

                  Mortgage File: The items pertaining to a particular Mortgage
Loan contained in either the Servicing File or Custodial File.

                  Mortgage Loan: An individual Mortgage Loan which is the
subject of this Agreement, each Mortgage Loan originally sold and subject to
this Agreement being identified on the Mortgage Loan Schedule, which Mortgage
Loan includes, without limitation, the Mortgage File, the Scheduled Payments,
Principal Prepayments, Liquidation Proceeds, Condemnation Proceeds, Insurance
Proceeds, REO Disposition proceeds, and all other rights, benefits, proceeds and
obligations arising from or in connection with such Mortgage Loan, excluding
repurchased Mortgage Loans.

                  Mortgage Loan Schedule: A schedule of Mortgage Loans annexed
hereto as Schedule I, such schedule setting forth the following information with
respect to each Mortgage Loan: (1) the Mortgage Loan number; (2) the city, state
and zip code of the Mortgaged Property; (3) a code indicating whether the
Mortgaged Property is a single family residence, two-family residence,
three-family residence, four-family residence, PUD or condominium; (4) the
current Mortgage Interest Rate; (5) the current net Mortgage Interest Rate; (6)
the current Scheduled Payment; (7) the Gross Margin; (8) the original term to
maturity; (9) the scheduled maturity date; (10) the principal balance of the
Mortgage Loan as of the Cut-off Date after deduction of payments of principal
due on or before the Cut-off Date whether or not collected; (11) the
Loan-to-Value Ratio; (12) the next Interest Rate Adjustment Date; (13) the
lifetime Mortgage Interest Rate Cap; (14) whether the Mortgage Loan is
convertible or not; (15) the Servicing Fee; (16) if such Mortgage Loan is a
Group I Mortgage Loan or a Group II Mortgage Loan; (17) the date such Mortgage
Loan was sold by the Originator to the Purchaser; and (18) whether such Mortgage
Loan provides for a prepayment penalty as well as the term and amount of such
prepayment penalty, if any.

                  Mortgage Note: The note or other evidence of the indebtedness
of a Mortgagor under a Mortgage Loan.

                  Mortgage Rate: The annual rate of interest borne on a Mortgage
Note, which shall be adjusted from time to time in the case of an Adjustable
Rate Mortgage Loan.

                  Mortgage Rate Caps: With respect to an Adjustable Rate
Mortgage Loan, the Periodic Mortgage Rate Cap, the Maximum Mortgage Rate, and
the Minimum Mortgage Rate for such Mortgage Loan.



                                      -21-
<PAGE>


                  Mortgaged Property: The real property (or leasehold estate, if
applicable) identified on the Mortgage Loan Schedule as securing repayment of
the debt evidenced by a Mortgage Note.

                  Mortgagor:  The obligor(s) on a Mortgage Note.

                  Net Monthly Excess Cash Flow: For any Distribution Date the
amount remaining for distribution pursuant to subsection 4.02(a)(iii) (before
giving effect to distributions pursuant to such subsection).

                  Net Prepayment Interest Shortfall: For any Distribution Date,
the amount by which the sum of the Prepayment Interest Shortfalls exceeds the
sum of the Compensating Interest payments made on such Distribution Date.

                  NIM Trust: Morgan Stanley Dean Witter Capital I Inc. NIM Trust
2003-NC3N, a Delaware statutory trust.

                  Non-Delay Certificates: As specified in the Preliminary
Statement.

                  Non-Permitted Transferee: A Person other than a Permitted
Transferee.
                  Nonrecoverable P&I Advance: Any P&I Advance previously made or
proposed to be made in respect of a Mortgage Loan or REO Property that, in the
good faith business judgment of the Servicer, will not or, in the case of a
proposed P&I Advance, would not be ultimately recoverable from related late
payments, Insurance Proceeds, Condemnation Proceeds, or Liquidation Proceeds on
such Mortgage Loan or REO Property as provided herein.

                  Nonrecoverable Servicing Advance: Any Servicing Advances
previously made or proposed to be made in respect of a Mortgage Loan or REO
Property, which, in the good faith business judgment of the Servicer, will not
or, in the case of a proposed Servicing Advance, would not be ultimately
recoverable from related Insurance Proceeds, Condemnation Proceeds, Liquidation
Proceeds or otherwise. The determination by the Servicer that it has made a
Nonrecoverable Servicing Advance or that any proposed Servicing Advances, if
made, would constitute a Nonrecoverable Servicing Advance, shall be evidenced by
an Officer's Certificate delivered to the Trustee.

                  Notice of Final Distribution: The notice to be provided
pursuant to Section 9.02 to the effect that final distribution on any of the
Certificates shall be made only upon presentation and surrender thereof.

                  Offered Certificates: As specified in the Preliminary
Statement.

                  Officer's Certificate: A certificate signed by an officer of
the Servicer with responsibility for the servicing of the Mortgage Loans and
listed on a list delivered to the Trustee pursuant to this Agreement.

                  Opinion of Counsel: A written opinion of counsel, who may be
in-house counsel for the Servicer or the Subservicer, reasonably acceptable to
the Trustee; provided, that any



                                      -22-
<PAGE>


Opinion of Counsel relating to (a) qualification of either the Lower Tier REMIC
or Upper Tier REMIC or (b) compliance with the REMIC Provisions, must be (unless
otherwise stated in such Opinion of Counsel) an opinion of counsel who (i) is in
fact independent of the Servicer of the Mortgage Loans, (ii) does not have any
material direct or indirect financial interest in the Servicer of the Mortgage
Loans or in an affiliate of either and (iii) is not connected with the Servicer
of the Mortgage Loans as an officer, employee, director or person performing
similar functions.

                  Optional Termination Date: The Distribution Date on which the
aggregate Stated Principal Balance of the Mortgage Loans, as of the last day of
the related Due Period, is equal to 10.00% or less of the Cut-off Date Pool
Principal Balance.

                  Originator: New Century Mortgage Corporation, a California
corporation, and its successors in interest.

                  OTS: Office of Thrift Supervision, and any successor thereto.

                  Outstanding: With respect to the Certificates as of any date
of determination, all Certificates theretofore executed and authenticated under
this Agreement except:

                  (i)Certificates theretofore canceled by the Trustee or
          delivered to the Trustee for cancellation; and

                  (ii) Certificates in exchange for which or in lieu of which
          other Certificates have been executed and delivered by the Trustee
          pursuant to this Agreement.

                  Outstanding Mortgage Loan: As of any Due Date, a Mortgage Loan
with a Stated Principal Balance greater than zero which was not the subject of a
Principal Prepayment in Full prior to such Due Date and which did not become a
Liquidated Mortgage Loan prior to such Due Date.

                  Ownership Interest: As to any Residual Certificate, any
ownership interest in such Certificate including any interest in such
Certificate as the Holder thereof and any other interest therein, whether direct
or indirect, legal or beneficial.

                  P&I Advance: As to any Mortgage Loan or REO Property, any
advance made by the Servicer in respect of any Remittance Date representing the
aggregate of all payments of principal and interest, net of the Servicing Fee,
that were due during the related Due Period on the Mortgage Loans and that were
delinquent on the related Determination Date, plus certain amounts representing
assumed payments not covered by any current net income on the Mortgaged
Properties acquired by foreclosure or deed in lieu of foreclosure as determined
pursuant to Section 4.01.

                  Pass-Through Margin: With respect to each Class of Regular
Certificates, the following percentages: Class A-1 Certificates, 0.520%; Class
A-2 Certificates, 0.380%; Class A-3 Certificates, 0.400%; Class M-1
Certificates, 0.900%; Class M-2 Certificates, 1.980%; Class M-3 Certificates,
2.250%; Class B-1 Certificates, 3.000%; Class B-2 Certificates, 3.750% and Class
B-3 Certificates, 3.750%. On the first Distribution Date after the Optional



                                      -23-
<PAGE>


Termination Date, the Pass-Through Margins shall increase to: Class A-1
Certificates, 1.040%; Class A-2 Certificates, 0.760%; Class A-3 Certificates,
0.800%; Class M-1 Certificates, 1.350%; Class M-2 Certificates, 2.970%; Class
M-3 Certificates, 3.375%; Class B-1 Certificates, 4.500%; Class B-2
Certificates, 5.625%; and Class B-3 Certificates, 5.625%.

                  Pass-Through Rate: For each Class of Certificates and each
Lower Tier Regular Interest, the per annum rate set forth or calculated in the
manner described in the Preliminary Statement.

                  Percentage Interest: As to any Certificate, the percentage
interest evidenced thereby in distributions required to be made on the related
Class, such percentage interest being set forth on the face thereof or equal to
the percentage obtained by dividing the Denomination of such Certificate by the
aggregate of the Denominations of all Certificates of the same Class.

                  Periodic Mortgage Rate Cap: With respect to an Adjustable Rate
Mortgage Loan, the periodic limit on each Mortgage Interest Rate adjustment as
set forth in the related Mortgage Note.

                  Permitted Investments: Any one or more of the following
obligations or securities acquired at a purchase price of not greater than par,
regardless of whether issued by the Servicer, the Trustee or any of their
respective Affiliates:

                  (i) direct obligations of, or obligations fully guaranteed as
          to timely payment of principal and interest by, the United States or
          any agency or instrumentality thereof, provided such obligations are
          backed by the full faith and credit of the United States;

                  (ii) demand and time deposits in, certificates of deposit of,
          or bankers' acceptances (which shall each have an original maturity of
          not more than 90 days and, in the case of bankers' acceptances, shall
          in no event have an original maturity of more than 365 days or a
          remaining maturity of more than 30 days) denominated in United States
          dollars and issued by, any Depository Institution and rated F1+ by
          Fitch;

                  (iii) repurchase obligations with respect to any security
          described in clause (i) above entered into with a Depository
          Institution (acting as principal);

                  (iv) securities bearing interest or sold at a discount that
          are issued by any corporation incorporated under the laws of the
          United States of America or any state thereof and that are rated by
          each Rating Agency that rates such securities in its highest long-term
          unsecured rating categories at the time of such investment or
          contractual commitment providing for such investment;

                  (v) commercial paper (including both non-interest-bearing
          discount obligations and interest-bearing obligations payable on
          demand or on a specified date not more than 30 days after the date of
          acquisition thereof) that is rated by each Rating Agency that rates
          such securities in its highest short-term unsecured debt rating
          available at the time of such investment;


                                      -24-
<PAGE>


                  (vi) units of money market funds, including money market funds
          advised by the Depositor or an Affiliate thereof, that have been rated
          "Aaa" by Moody's, "AAA" by Standard & Poor's and at least "AA" by
          Fitch; and

                  (vii) if previously confirmed in writing to the Trustee, any
          other demand, money market or time deposit, or any other obligation,
          security or investment, as may be acceptable to the Rating Agencies as
          a permitted investment of funds backing "Aaa" or "AAA" rated
          securities;

provided, however, that no instrument described hereunder shall evidence either
the right to receive (a) only interest with respect to the obligations
underlying such instrument or (b) both principal and interest payments derived
from obligations underlying such instrument and the interest and principal
payments with respect to such instrument provide a yield to maturity at par
greater than 120% of the yield to maturity at par of the underlying obligations.

                  Permitted Transferee: Any Person other than (i) the United
States, any State or political subdivision thereof, or any agency or
instrumentality of any of the foregoing, (ii) a foreign government,
international organization or any agency or instrumentality of either of the
foregoing, (iii) an organization (except certain farmers' cooperatives described
in Section 521 of the Code) which is exempt from tax imposed by Chapter 1 of the
Code (including the tax imposed by Section 511 of the Code on unrelated business
taxable income) on any excess inclusions (as defined in Section 860E(c)(1) of
the Code) with respect to any Residual Certificate, (iv) rural electric and
telephone cooperatives described in Section 1381(a)(2)(C) of the Code, (v) a
Person that is not a U.S. Person or a U.S. Person with respect to whom income
from a Residual Certificate is attributable to a foreign permanent establishment
or fixed base within the meaning of an applicable income tax treaty, of such
Person or any other U.S. Person, (vi) an "electing large partnership" within the
meaning of Section 775 of the Code and (vii) any other Person so designated by
the Depositor based upon an Opinion of Counsel that the Transfer of an Ownership
Interest in a Residual Certificate to such Person may cause either the Lower
Tier REMIC or the Upper Tier REMIC to fail to qualify as a REMIC at any time
that the Certificates are outstanding. The terms "United States", "State" and
"international organization" shall have the meanings set forth in Section 7701
of the Code or successor provisions. A corporation will not be treated as an
instrumentality of the United States or of any State or political subdivision
thereof for these purposes if all of its activities are subject to tax and, with
the exception of Freddie Mac, a majority of its board of directors is not
selected by such government unit.

                  Person: Any individual, corporation, partnership, joint
venture, association, limited liability company, joint-stock company, trust,
unincorporated organization or government, or any agency or political
subdivision thereof.

                  Physical Certificates: As specified in the Preliminary
Statement.

                  Pool Stated Principal Balance: As to any Distribution Date,
the aggregate of the Stated Principal Balances of the Mortgage Loans for such
Distribution Date that were Outstanding Mortgage Loans on the Due Date in the
related Due Period.


                                      -25-
<PAGE>


                  Prepayment Charge: Any prepayment premium, penalty or charge
collected by the Servicer with respect to a Mortgage Loan from a Mortgagor in
connection with any voluntary Principal Prepayment in Full pursuant to the terms
of the related Mortgage Note.

                  Prepayment Interest Shortfall: With respect to any Remittance
Date, the sum of, for each Mortgage Loan that was during the related Prepayment
Period the subject of a Principal Prepayment which is not accompanied by an
amount equal to one month of interest that would have been due on such Mortgage
Loan on the next succeeding Due Date and which was applied by the Servicer to
reduce the outstanding principal balance of such Mortgage Loan on a date
preceding the Due Date in the succeeding Prepayment Period, an amount equal to
the product of (a) the Mortgage Rate net of the Servicing Fee Rate for such
Mortgage Loan, (b) the amount of the Principal Prepayment for such Mortgage
Loan, (c) 1/360 and (d) the number of days commencing on the date on which such
Principal Prepayment was applied and ending on the last day of the related
Prepayment Period.

                  Prepayment Period: With respect to any Remittance Date, the
calendar month preceding the calendar month in which such Remittance Date
occurs.

                  Principal Distribution Amount: For any Distribution Date, the
sum of (i) the Basic Principal Distribution Amount for such Distribution Date
and (ii) the Extra Principal Distribution Amount for such Distribution Date.

                  Principal Prepayment: Any full or partial payment or other
recovery of principal on a Mortgage Loan (including upon liquidation of a
Mortgage Loan) which is received in advance of its scheduled Due Date, excluding
any Prepayment Charge thereon.

                  Principal Prepayment in Full: Any Principal Prepayment made by
a Mortgagor of the entire principal balance of a Mortgage Loan.

                  Principal Remittance Amount: With respect to any Distribution
Date, the amount equal to the sum of the following amounts (without duplication)
with respect to the related Due Period: (i) each scheduled payment of principal
on a Mortgage Loan due during such Due Period and received by the Servicer on or
prior to the related Determination Date or advanced by the Servicer for the
related Remittance Date (including the portion of Insurance Proceeds or
Condemnation Proceeds allocable to principal), and all Principal Prepayments
received during the related Prepayment Period; (ii) the Liquidation Proceeds on
the Mortgage Loans allocable to principal actually collected by the Servicer
during the related Prepayment Period; (iii) the portion of the purchase price
allocable to principal with respect to each Mortgage Loan, the repurchase
obligation for which arose during the related Prepayment Period, that was
repurchased during the period from the prior Distribution Date through
Distribution Account Deposit Date; (iv) all Substitution Adjustment Amounts with
respect to the substitutions of Mortgage Loans that occur during the calendar
month in which such Distribution Date occurs; (v) with respect to the
Distribution Date in April 2003 only, the portion of the Closing Date Deposit
Amount allocable to principal; and (vi) the allocable portion of the proceeds
received with respect to the termination of the Trust Fund (to the extent such
proceeds relate to principal).

                  Private Certificates: As specified in the Preliminary
Statement.



                                      -26-
<PAGE>


                  Prospectus Supplement: The Prospectus Supplement, dated March
24, 2003, relating to the Offered Certificates.

                  PTCE 95-60: As defined in Section 5.02(b).


                  PUD: Planned Unit Development.


                  Purchase Agreement: The Mortgage Loan Purchase and Warranties
Agreement, dated as of January 30, 2003, by and between the Purchaser, as
purchaser, and the Responsible Party, as seller.

                  Purchaser: Morgan Stanley Mortgage Capital Inc., a New York
corporation, and its successors in interest, as purchaser of the Mortgage Loans
under each Purchase Agreement.

                  Rating Agency: Each of the Rating Agencies specified in the
Preliminary Statement. If such organization or a successor is no longer in
existence, "Rating Agency" shall be such nationally recognized statistical
rating organization, or other comparable Person, as is designated by the
Depositor, notice of which designation shall be given to the Trustee. References
herein to a given rating or rating category of a Rating Agency shall mean such
rating category without giving effect to any modifiers. For purposes of Section
10.05(b), the addresses for notices to each Rating Agency shall be the address
specified therefor in the definition corresponding to the name of such Rating
Agency, or such other address as either such Rating Agency may hereafter furnish
to the Depositor and the Servicer.

                  Realized Losses: With respect to any date of determination and
any Liquidated Mortgage Loan, the amount, if any, by which (a) the unpaid
principal balance of such Liquidated Mortgage Loan together with accrued and
unpaid interest thereon exceeds (b) the Liquidation Proceeds with respect
thereto net of the expenses incurred by the Servicer in connection with the
liquidation of such Liquidated Mortgage Loan and net of the amount of
unreimbursed Servicing Advances with respect to such Liquidated Mortgage Loan.

                  Record Date: With respect to any Distribution Date, the close
of business on the Business Day immediately preceding such Distribution Date;
provided, however, that for any Certificate issued in definitive form, the
Record Date shall be the close of business on the last Business Day of the month
preceding the month in which such applicable Distribution Date occurs.

                  Reference Bank: As defined in Section 4.04.

                  Regular Certificates: As specified in the Preliminary
Statement.


                  Relief Act Interest Shortfall: With respect to any
Distribution Date and any Mortgage Loan, any reduction in the amount of interest
collectible on such Mortgage Loan for the most recently ended Due Period as a
result of the application of the Soldiers' and Sailors' Civil Relief Act of
1940, as amended, or any similar state statutes.

                  REMIC: A "real estate mortgage investment conduit" within the
meaning of Section 860D of the Code.



                                      -27-
<PAGE>


                  REMIC Provisions: Provisions of the federal income tax law
relating to real estate mortgage investment conduits, which appear at Sections
860A through 860G of Subchapter M of Chapter 1 of the Code, and related
provisions, and regulations promulgated thereunder, as the foregoing may be in
effect from time to time as well as provisions of applicable state laws.

                  Remittance Date: With respect to any Distribution Date, the
third Business Day immediately preceding such Distribution Date.

                  REO Disposition: The final sale by the Servicer of any REO
Property.

                  REO Imputed Interest: As to any REO Property, for any period,
an amount equivalent to interest (at the Mortgage Rate net of the Servicing Fee
Rate that would have been applicable to the related Mortgage Loan had it been
outstanding) on the unpaid principal balance of the Mortgage Loan as of the date
of acquisition thereof (as such balance is reduced pursuant to Section 3.15 by
any income from the REO Property treated as a recovery of principal).

                  REO Mortgage Loan: A Mortgage Loan where title to the related
Mortgaged Property has been obtained by the Servicer in the name of the Trustee
on behalf of the Certificateholders.

                  REO Property: A Mortgaged Property acquired by the Trust Fund
through foreclosure or deed-in-lieu of foreclosure in connection with a
defaulted Mortgage Loan.

                  Repurchase Price: With respect to any Mortgage Loan, an amount
equal to the sum of (i) the unpaid principal balance of such Mortgage Loan as of
the date of repurchase, (ii) interest on such unpaid principal balance of such
Mortgage Loan at the Mortgage Rate from the last date through which interest has
been paid and distributed to the Trustee to the date of repurchase, (iii) all
unreimbursed Servicing Advances and (iv) all expenses incurred by the Trustee
arising out of the Trustee's enforcement of the Responsible Party's repurchase
obligation hereunder.

                  Request for Release: The Request for Release submitted by the
Servicer to the Trustee, substantially in the form of Exhibit J.

                  Residual Certificates: As specified in the Preliminary
Statement.

                  Responsible Officer: When used with respect to the Trustee,
any vice president, any assistant vice president, any assistant secretary, any
assistant treasurer, any associate, or any other officer of the Trustee
customarily performing functions similar to those performed by any of the above
designated officers who at such time shall be officers to whom, with respect to
a particular matter, such matter is referred because of such officer's knowledge
of and familiarity with the particular subject and who shall have direct
responsibility for the administration of this Agreement.

                  Responsible Party: NC Capital Corporation, a California
corporation, and its successors in interest.


                                      -28-
<PAGE>


                  Rule 144A Letter: As defined in Section 5.02(b).

                  Scheduled Payment: The scheduled monthly payment on a Mortgage
Loan due on any Due Date allocable to principal and/or interest on such Mortgage
Loan which, unless otherwise specified herein, shall give effect to any related
Debt Service Reduction and any Deficient Valuation that affects the amount of
the monthly payment due on such Mortgage Loan.

                  Securities Act: The Securities Act of 1933, as amended.

                  Senior Enhancement Percentage: With respect to any
Distribution Date, the percentage obtained by dividing (x) the sum of (i) the
aggregate Class Certificate Balance of the Subordinated Certificates and (ii)
the Subordinated Amount (in each case after taking into account the
distributions of the Principal Distribution Amount for such Distribution Date)
by (y) the aggregate Stated Principal Balance of the Mortgage Loans for such
Distribution Date.

                  Senior Specified Enhancement Percentage: As of any date of
determination, 38.00%.

                  Servicer: The Provident Bank, an Ohio banking corporation, and
its successors in interest, and if a successor servicer is appointed hereunder,
such successor.

                  Servicer Remittance Report: As defined in Section 4.03(d).

                  Servicing Advances: The reasonable "out-of-pocket" costs and
expenses (including legal fees) incurred by the Servicer in the performance of
its servicing obligations in connection with a default, delinquency or other
unanticipated event, including, but not limited to, the cost of (i) the
preservation, restoration, inspection and protection of a Mortgaged Property,
(ii) any enforcement or judicial proceedings, including foreclosures and
litigation, in respect of a particular Mortgage Loan, (iii) the management
(including reasonable fees in connection therewith) and liquidation of any REO
Property and (iv) the performance of its obligations under Sections 3.01, 3.09,
3.13 and 3.15. The Servicer shall not be required to make any Nonrecoverable
Servicing Advances.

                  Servicing Fee: With respect to each Mortgage Loan and for any
calendar month, an amount equal to one month's interest at the Servicing Fee
Rate on the applicable Stated Principal Balance of such Mortgage Loan as of the
first day of such calendar month. Such fee shall be payable monthly, for any
month or portion during which the Mortgage Loan is serviced by the Servicer
under this Agreement. The Servicing Fee is payable solely from, the interest
portion (including recoveries with respect to interest from Liquidation
Proceeds, Insurance Proceeds, Condemnation Proceeds and proceeds received with
respect to REO Properties, to the extent permitted by Section 3.11) of such
Scheduled Payment collected by the Servicer, or as otherwise provided under
Section 3.11.

                  Servicing Fee Rate: With respect to each Mortgage Loan, 0.50%
per annum.

                  Servicing File: With respect to each Mortgage Loan, the file
retained by the Servicer consisting of originals or copies of all documents in
the Mortgage File which are not



                                      -29-
<PAGE>


delivered to the Trustee, in the Custodial File and copies of the Mortgage Loan
Documents set forth in Exhibit K hereto.

                  Servicing Officer: Any officer of the Servicer involved in, or
responsible for, the administration and servicing of the Mortgage Loans whose
name and facsimile signature appear on a list of servicing officers furnished to
the Trustee by the Servicer on the Closing Date pursuant to this Agreement, as
such list may from time to time be amended.

                  Similar Law: As defined in Section 5.02(b).

                  60+ Day Delinquent Mortgage Loan: Each Mortgage Loan with
respect to which any portion of a Scheduled Payment is, as of the last day of
the prior Due Period, two months or more past due (without giving effect to any
grace period), each Mortgage Loan in foreclosure and all REO Property.

                  Specified Subordinated Amount: Prior to the Stepdown Date, an
amount equal to 2.10% of the Cut-off Date Pool Principal Balance. On and after
the Stepdown Date, an amount equal to 4.20% of the aggregate Stated Principal
Balance of the Mortgage Loans for such Distribution Date, subject, until the
Class Certificate Balance of each Class of LIBOR Certificates has been reduced
to zero, to a minimum amount equal to 0.50% of the aggregate Stated Principal
Balance of the Mortgage Loans as of the Cut-off Date; provided, however, that
if, on any Distribution Date, a Trigger Event exists, the Specified Subordinated
Amount shall not be reduced to the applicable percentage of the then current
aggregate Stated Principal Balance of the Mortgage Loans until the Distribution
Date on which a Trigger Event no longer exists. When the Class Certificate
Balance of each Class of LIBOR Certificates has been reduced to zero, the
Specified Subordinated Amount will thereafter equal zero.

                  Standard & Poor's: Standard & Poor's Ratings Services, a
division of The McGraw-Hill Companies, Inc. If Standard & Poor's is designated
as a Rating Agency in the Preliminary Statement, for purposes of Section
10.05(b) the address for notices to Standard & Poor's shall be Standard &
Poor's, 55 Water Street, New York, New York 10041, Attention: Residential
Mortgage Surveillance Group - Morgan Stanley Dean Witter Capital I Inc.
2003-NC3, or such other address as Standard & Poor's may hereafter furnish to
the Depositor and the Servicer.

                  Startup Day: The Closing Date.

                  Stated Principal Balance: As to each Mortgage Loan and as of
any date of determination, (i) the principal balance of the Mortgage Loan at the
Cut-off Date after giving effect to payments of principal due on or before such
date, minus (ii) all amounts previously remitted to the Trustee with respect to
the related Mortgage Loan representing payments or recoveries of principal
including advances in respect of scheduled payments of principal. For purposes
of any Distribution Date, the Stated Principal Balance of any Mortgage Loan will
give effect to any scheduled payments of principal received by the Servicer on
or prior to the related Determination Date or advanced by the Servicer for the
related Remittance Date and any unscheduled principal payments and other
unscheduled principal collections received during the related Prepayment Period.



                                      -30-
<PAGE>


                  Stepdown Date: The later to occur of (i) the earlier to occur
of (a) the Distribution Date in April 2006 and (b) the Distribution Date
following the Distribution Date on which the aggregate Class Certificate
Balances of the Class A Certificates have been reduced to zero and (ii) the
first Distribution Date on which the Senior Enhancement Percentage (calculated
for this purpose only after taking into account payments of principal on the
Mortgage Loans applied to reduce the Stated Principal Balance of the Mortgage
Loans for the applicable Distribution Date but prior to any applications of
Principal Distribution Amount to the Certificates) is greater than or equal to
the Senior Specified Enhancement Percentage.

                  Subordinated Amount: As of any Distribution Date, the excess,
if any, of (a) the aggregate Stated Principal Balance of the Mortgage Loans for
such Distribution Date over (b) the aggregate of the Class Certificate Balances
of the LIBOR Certificates as of such Distribution Date (after giving effect to
the payment of the Principal Remittance Amount on such Certificates on such
Distribution Date).

                  Subordinated Certificates: As specified in the Preliminary
Statement.

                  Subordination Deficiency: With respect to any Distribution
Date, the excess, if any, of (a) the Specified Subordinated Amount applicable to
such Distribution Date over (b) the Subordinated Amount applicable to such
Distribution Date.

                  Subordination Reduction Amount: With respect to any
Distribution Date on or after the Stepdown Date on which no Trigger Event
exists, an amount equal to the lesser of (a) the Excess Subordinated Amount and
(b) the Total Monthly Excess Spread.

                  Subservicer: As defined in Section 3.02(a).

                  Subservicing Account: As defined in Section 3.08.

                  Subservicing Agreements: As defined in Section 3.02(a).

                  Substitute Mortgage Loan: A Mortgage Loan substituted by the
Responsible Party for a Deleted Mortgage Loan which must, on the date of such
substitution, as confirmed in a Request for Release, substantially in the form
of Exhibit J, (i) have a Stated Principal Balance, after deduction of the
principal portion of the Scheduled Payment due in the month of substitution, not
in excess of, and not more than 10% less than, the Stated Principal Balance of
the Deleted Mortgage Loan; (ii) be accruing interest at a rate no lower than and
not more than 1% per annum higher than, that of the Deleted Mortgage Loan; (iii)
have a Loan-to-Value Ratio no higher than that of the Deleted Mortgage Loan;
(iv) have a remaining term to maturity no greater than (and not more than one
year less than that of) the Deleted Mortgage Loan; and (v) comply with each
representation and warranty set forth in Section 2.03.

                  Substitution Adjustment Amount: As defined in Section 2.03.

                  Tax Service Contract: As defined in Section 3.09(a).


                                      -31-
<PAGE>


                  Telerate Page 3750: The display page currently so designated
on the Bridge Telerate Service (or such other page as may replace that page on
that service for displaying comparable rates or prices).

                  Total Monthly Excess Spread: As to any Distribution Date, an
amount equal to the excess if any, of (i) the interest on the Mortgage Loans
received by the Servicer on or prior to the related Determination Date or
advanced by the Servicer for the related Remittance Date (net of Expense Fees,
if any) over (ii) the sum of the amounts payable to the Certificates on such
Distribution Date.

                  Transfer: Any direct or indirect transfer or sale of any
Ownership Interest in a Residual Certificate.

                  Transfer Affidavit: As defined in Section 5.02(c).

                  Transferor Certificate: As defined in Section 5.02(b).

                  Trigger Event: With respect to any Distribution Date, a
Trigger Event exists if (i) the quotient (expressed as a percentage) of (x) the
rolling three month average of the Stated Principal Balances of 60+ Day
Delinquent Mortgage Loans, divided by (y) the aggregate Stated Principal Balance
of the Mortgage Loans, equals or exceeds 40% of the prior period's Senior
Enhancement Percentage or (ii) the quotient (expressed as a percentage) of (x)
the aggregate amount of Realized Losses incurred since the Cut-off Date through
the last day of the related Prepayment Period, divided by (y) the Cut-off Date
Pool Principal Balance, exceeds the applicable percentages set forth below with
respect to such Distribution Date:



                                      -32-
<PAGE>


<TABLE>
<CAPTION>
<S>                                            <C>
Distribution Date Occurring In                 Loss Percentage
------------------------------                 ---------------
April 2006 through March 2007                  4.00% for the first month, plus an additional 1/12th
                                               of 2.00% for each month thereafter (e.g., 5.00% in
                                               October 2006)

April 2007 through March 2008                  6.00% for the first month, plus an additional 1/12th
                                               of 1.00% for each month thereafter (e.g., 6.50% in
                                               October 2007)

April 2008 through March 2009                  7.00% for the first month, plus an additional 1/12th
                                               of 1.00% for each month thereafter (e.g., 7.25% in
                                               October 2008)

April 2009 and thereafter                      7.50%

</TABLE>


                  Trust: The express trust created hereunder in Section 2.01(c).

                  Trust Fund: The corpus of the trust created hereunder
consisting of (i) the Mortgage Loans and all interest and principal with respect
thereto received on or after the related Cut-off Date, other than such amounts
which were due on the Mortgage Loans on or prior to the related Cut-off Date;
(ii) the Collection Account, Excess Reserve Fund Account, the Distribution
Account, and all amounts deposited therein pursuant to the applicable provisions
of this Agreement; (iii) property that secured a Mortgage Loan and has been
acquired by foreclosure, deed-in-lieu of foreclosure or otherwise; (iv) with
respect to the Class A-2 Certificates and Class A-3 Certificates only, the
rights of the Depositor under the Cap Agreement; (v) the Closing Date Deposit
Amount; and (vi) all proceeds of the conversion, voluntary or involuntary, of
any of the foregoing.

                  Trustee: Deutsche Bank National Trust Company, and its
successors in interest and, if a successor trustee is appointed hereunder, such
successor.

                  Trustee Fee: As to any Distribution Date, an amount equal to
the product of (a) one-twelfth of the Trustee Fee Rate and (b) (i) the aggregate
Stated Principal Balance of the Mortgage Loans as of the first day of the
related Interest Accrual Period and (ii) with respect to the Distribution Date
in April 2003 only, the portion of the Closing Date Deposit Amount allocable to
principal.

                  Trustee Fee Rate: With respect to each Mortgage Loan, 0.0065%
per annum.

                  Trustee Float Period: With respect to the Distribution Date
and the related amounts in the Distribution Account, the period commencing on
the Business Day immediately preceding such Distribution Date and ending on such
Distribution Date.



                                      -33-
<PAGE>


                  Underwriters' Exemption: Any exemption listed under footnote 1
of, and amended by, Prohibited Transaction Exemption 2002-41, 67 Fed. Reg. 54487
(2002), or any successor exemption.

                  Underwriting Guidelines: The underwriting guidelines attached
to the applicable Purchase Agreement.

                  Unpaid Interest Amounts: As of any Distribution Date and any
Class of Certificates, the sum of (a) the portion of the Accrued Certificate
Interest Distribution Amount from Distribution Dates prior to the current
Distribution Date remaining unpaid immediately prior to the current Distribution
Date and (b) interest on the amount in clause (a) above at the applicable
Pass-Through Rate (to the extent permitted by applicable law).

                  Unpaid Realized Loss Amount: With respect to any Class of
Subordinated Certificates and as to any Distribution Date, is the excess of (i)
Applied Realized Loss Amounts with respect to such Class over (ii) the sum of
all distributions in reduction of such Applied Realized Loss Amounts on all
previous Distribution Dates. Any amounts distributed to a Class of Subordinated
Certificates in respect of any Unpaid Realized Loss Amount will not be applied
to reduce the Class Certificate Balance of such Class.

                  Upper Tier Regular Interest: As described in the Preliminary
Statement.

                  Upper Tier REMIC: As described in the Preliminary Statement.

                  U.S. Person: (i) A citizen or resident of the United States;
(ii) a corporation (or entity treated as a corporation for tax purposes) created
or organized in the United States or under the laws of the United States or of
any state thereof, including, for this purpose, the District of Columbia; (iii)
a partnership (or entity treated as a partnership for tax purposes) organized in
the United States or under the laws of the United States or of any state
thereof, including, for this purpose, the District of Columbia (unless provided
otherwise by future Treasury regulations); (iv) an estate whose income is
includible in gross income for United States income tax purposes regardless of
its source; or (v) a trust, if a court within the United States is able to
exercise primary supervision over the administration of the trust and one or
more U.S. Persons have authority to control substantial decisions of the trust.
Notwithstanding the last clause of the preceding sentence, to the extent
provided in Treasury regulations, certain trusts in existence on August 20,
1996, and treated as U.S. Persons prior to such date, may elect to continue to
be U.S. Persons.

                  Voting Rights: The portion of the voting rights of all of the
Certificates which is allocated to any Certificate. As of any date of
determination, (a) 1% of all Voting Rights shall be allocated to the Class X
Certificates, if any (such Voting Rights to be allocated among the holders of
Certificates of each such Class in accordance with their respective Percentage
Interests), (b) 1% of all Voting Rights shall be allocated to the Class P
Certificates, if any, and (c) the remaining Voting Rights shall be allocated
among Holders of the remaining Classes of Certificates in proportion to the
Certificate Balances of their respective Certificates on such date.

                  WAC Cap: With respect to the Mortgage Loans as of any
Distribution Date, the product of (i) the weighted average of the Adjusted Net
Mortgage Rates then in effect on the


                                      -34-
<PAGE>



beginning of the related Due Period on the Mortgage Loans and (ii) a fraction,
the numerator of which is 30 and the denominator of which is the actual number
of days in the Interest Accrual Period related to such Distribution Date.


                                   ARTICLE II

                          CONVEYANCE OF MORTGAGE LOANS;
                         REPRESENTATIONS AND WARRANTIES

Section 2.01. Conveyance of Mortgage Loans. (a) The Depositor, concurrently with
the execution and delivery hereof, hereby sells, transfers, assigns, sets over
and otherwise conveys to the Trustee for the benefit of the Certificateholders,
without recourse, all the right, title and interest of the Depositor in and to
the Trust Fund.

                  (b) In connection with the transfer and assignment of each
Mortgage Loan, the Depositor has delivered or caused to be delivered to the
Trustee for the benefit of the Certificateholders the following documents or
instruments with respect to each Mortgage Loan so assigned:

                  (i) the original Mortgage Note bearing all intervening
          endorsements showing a complete chain of endorsement from the
          originator to the last endorsee, endorsed "Pay to the order of
          _____________, without recourse" and signed (which may be by facsimile
          signature) in the name of the last endorsee by an authorized officer.
          To the extent that there is no room on the face of the Mortgage Notes
          for endorsements, the endorsement may be contained on an allonge, if
          state law so allows and the Trustee is so advised in writing by the
          Responsible Party that state law so allows;

                  (ii) the original of any guaranty executed in connection with
          the Mortgage Note;

                  (iii) the original Mortgage with evidence of recording thereon
          or a certified true copy of such Mortgage submitted for recording. If,
          in connection with any Mortgage Loan, the original Mortgage cannot be
          delivered with evidence of recording thereon on or prior to the
          Closing Date because of a delay caused by the public recording office
          where such Mortgage has been delivered for recordation or because such
          Mortgage has been lost or because such public recording office retains
          the original recorded Mortgage, the Responsible Party shall deliver or
          cause to be delivered to the Trustee a photocopy of such Mortgage,
          together with (A) in the case of a delay caused by the public
          recording office, an Officer's Certificate of the Responsible Party or
          a certificate from an escrow company, a title company or closing
          attorney stating that such Mortgage has been dispatched to the
          appropriate public recording office for recordation and that the
          original recorded Mortgage or a copy of such Mortgage certified by
          such public recording office to be a true and complete copy of the
          original recorded Mortgage will be promptly delivered to the Trustee
          upon receipt thereof by the Responsible Party; or (B) in the case of a
          Mortgage where a public recording office retains the original recorded
          Mortgage or in the case where a Mortgage is lost after recordation in
          a public recording office, a copy



                                      -35-
<PAGE>


          of such Mortgage certified by such public recording office to be a
          true and complete copy of the original recorded Mortgage;

                  (iv) the originals of all assumption, modification,
          consolidation or extension agreements, with evidence of recording
          thereon;

                  (v) the original Assignment of Mortgage for each Mortgage Loan
          endorsed in blank;

                  (vi) the originals of all intervening assignments of mortgage
          (if any) evidencing a complete chain of assignment from the applicable
          originator to the last endorsee with evidence of recording thereon, or
          if any such intervening assignment has not been returned from the
          applicable recording office or has been lost or if such public
          recording office retains the original recorded assignments of
          mortgage, the Responsible Party shall deliver or cause to be delivered
          a photocopy of such intervening assignment, together with (A) in the
          case of a delay caused by the public recording office, an Officer's
          Certificate of the Responsible Party or a certificate from an escrow
          company, a title company or a closing attorney stating that such
          intervening assignment of mortgage has been dispatched to the
          appropriate public recording office for recordation and that such
          original recorded intervening assignment of mortgage or a copy of such
          intervening assignment of mortgage certified by the appropriate public
          recording office to be a true and complete copy of the original
          recorded intervening assignment of mortgage will be promptly delivered
          to the Trustee upon receipt thereof by the Responsible Party; or (B)
          in the case of an intervening assignment where a public recording
          office retains the original recorded intervening assignment or in the
          case where an intervening assignment is lost after recordation in a
          public recording office, a copy of such intervening assignment
          certified by such public recording office to be a true and complete
          copy of the original recorded intervening assignment;

                  (vii) the original mortgagee title insurance policy or, in the
          event such original title policy is unavailable, a certified true copy
          of the related policy binder or commitment for title certified to be
          true and complete by the title insurance company; and

                  (viii) the original of any security agreement, chattel
          mortgage or equivalent document executed in connection with the
          Mortgage (if provided).

                  The Responsible Party shall cause to be delivered to the
Trustee the applicable recorded document promptly upon receipt from the
respective recording office but in no event later than 120 days from the Closing
Date.

                  From time to time, the Depositor or the Servicer, as
applicable, shall forward to the Trustee, additional original documents,
additional documents evidencing an assumption, modification, consolidation or
extension of a Mortgage Loan, in accordance with the terms of this Agreement
upon receipt of such documents. All such mortgage documents held by the Trustee
as to each Mortgage Loan shall constitute the "Custodial File".

                  On or prior to the Closing Date, the Responsible Party shall
deliver to the Trustee, Assignments of Mortgages, in blank, for each Mortgage
Loan. The Responsible Party shall



                                      -36-
<PAGE>


cause the Assignments of Mortgages and complete recording information to be
provided to the Servicer in a reasonably acceptable manner. No later than thirty
(30) Business Days following the later of the Closing Date and the date of
receipt by the Servicer of the complete recording information for a Mortgage,
the Servicer shall promptly submit or cause to be submitted for recording, at
the expense of the Responsible Party and at no expense to the Trust Fund, the
Trustee, the Servicer, or the Depositor, in the appropriate public office for
real property records, each Assignment referred to in Section 2.01(b)(v).
Notwithstanding the foregoing, however, for administrative convenience and
facilitation of servicing and to reduce closing costs, the Assignments of
Mortgage shall not be required to be completed and submitted for recording with
respect to any Mortgage Loan (i) if the Trustee and each Rating Agency have
received an opinion of counsel, satisfactory in form and substance to the
Trustee and each Rating Agency to the effect that the recordation of such
Assignments of Mortgage in any specific jurisdiction is not necessary to protect
the Trustee's interest in the related Mortgage Note or (ii) if the Rating
Agencies have each notified the Depositor in writing that not recording any such
Assignments of Mortgage would not cause the initial ratings on any LIBOR
Certificates to be downgraded or withdrawn; provided, however, that the Servicer
shall not be held responsible or liable for any loss that occurs because an
Assignment of Mortgage was not recorded, but only to the extent that the
Servicer does not have prior knowledge of the act or omission that causes such
loss. However, with respect to the Assignments of Mortgage referred to in
clauses (i) and (ii) above, if foreclosure proceedings occur against a Mortgaged
Property, the Depositor shall notify the Servicer and the Servicer shall record
such Assignment of Mortgage at the expense of the Responsible Party. If the
Assignment of Mortgage is to be recorded, the Mortgage shall be assigned to
"Deutsche Bank National Trust Company, as trustee under the Pooling and
Servicing Agreement dated as of March 1, 2003, Morgan Stanley Dean Witter
Capital I Inc. Trust 2003-NC3". In the event that any such Assignment of
Mortgage is lost or returned unrecorded because of a defect therein, the
Responsible Party shall promptly cause to be delivered a substitute Assignment
of Mortgage to cure such defect and thereafter cause each such assignment to be
duly recorded.

                  In the event that such original or copy of any document
submitted for recordation to the appropriate public recording office is not so
delivered to the Trustee within 90 days following the Closing Date, and in the
event that the Responsible Party does not cure such failure within 30 days of
discovery or receipt of written notification of such failure from the Depositor,
the related Mortgage Loan shall, upon the request of the Depositor, be
repurchased by the Responsible Party at the price and in the manner specified in
Section 2.03. The foregoing repurchase obligation shall not apply in the event
that the Responsible Party cannot deliver such original or copy of any document
submitted for recordation to the appropriate public recording office within the
specified period due to a delay caused by the recording office in the applicable
jurisdiction; provided, that the Responsible Party shall instead deliver a
recording receipt of such recording office or, if such recording receipt is not
available, an officer's certificate of an officer of the Responsible Party,
confirming that such document has been accepted for recording.

                  Notwithstanding anything to the contrary contained in this
Section 2.01, in those instances where the public recording office retains or
loses the original Mortgage or assignment after it has been recorded, the
obligations of the Responsible Party shall be deemed to have been satisfied upon
delivery by the Responsible Party to the Trustee, prior to the Closing Date of a
copy of such Mortgage or assignment, as the case may be, certified (such
certification to be an



                                      -37-
<PAGE>


original thereof) by the public recording office to be a true and complete copy
of the recorded original thereof.

                  (c) The Depositor does hereby establish, pursuant to the
further provisions of this Agreement and the laws of the State of New York, an
express trust (the "Trust") to be known, for convenience, as "MORGAN STANLEY
DEAN WITTER CAPITAL I INC. TRUST 2003-NC3" and Deutsche Bank National Trust
Company is hereby appointed as Trustee in accordance with the provisions of this
Agreement.

                  Section 2.02. Acceptance by the Trustee of the Mortgage Loans.
The Trustee shall acknowledge, on the Closing Date, receipt by the Trustee, of
the documents identified in the Initial Certification in the form annexed hereto
as Exhibit E, and declares that it holds and will hold such documents and the
other documents delivered to it pursuant to Section 2.01, and that it holds or
will hold such other assets as are included in the Trust Fund, in trust for the
exclusive use and benefit of all present and future Certificateholders. The
Trustee shall maintain possession of the related Mortgage Notes in the State of
California unless otherwise permitted by the Rating Agencies.

                  In connection with the Closing Date, the Trustee shall be
required to deliver via facsimile (with original to follow the next Business
Day) to the Depositor an Initial Certification prior to the Closing Date, or, as
the Depositor agrees to, on the Closing Date, certifying receipt of a Mortgage
Note and Assignment of Mortgage for each Mortgage Loan. The Trustee shall not be
responsible to verify the validity, sufficiency or genuineness of any document
in any Custodial File.

                  Within 90 days after the Closing Date, the Trustee shall
ascertain that all documents identified in the Document Certification and
Exception Report in the form attached hereto as Exhibit F are in its possession,
and shall deliver to the Depositor a Document Certification and Exception
Report, in the form annexed hereto as Exhibit F, to the effect that, as to each
Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan
paid in full or any Mortgage Loan specifically identified in such certification
as an exception and not covered by such certification): (i) all documents
identified in the Document Certification and Exception Report and required to be
reviewed by it are in its possession; (ii) such documents have been reviewed by
it and appear regular on their face and relate to such Mortgage Loan; (iii)
based on its examination and only as to the foregoing documents, the information
set forth in items (1), (2), (7) and (9) of the Mortgage Loan Schedule and items
(1), (9) and (17) of the Data Tape Information respecting such Mortgage Loan is
correct; and (iv) each Mortgage Note has been endorsed as provided in Section
2.01 of this Agreement. The Trustee shall not be responsible to verify the
validity, sufficiency or genuineness of any document in any Custodial File.

                  The Trustee shall retain possession and custody of each
Custodial File in accordance with and subject to the terms and conditions set
forth herein. The Servicer shall promptly deliver to the Trustee, upon the
execution or receipt thereof, the originals of such other documents or
instruments constituting the Custodial File as come into the possession of the
Servicer from time to time.


                                      -38-
<PAGE>


                  Section 2.03. Representations and Warranties; Remedies for
Breaches of Representations and Warranties with Respect to the Mortgage Loans.
(a) The Servicer hereby makes the representations and warranties set forth in
Schedule II hereto to the Depositor and the Trustee, as of the date set forth in
such schedule.

                  (b) The Responsible Party hereby makes the representations and
warranties, set forth in Schedule III and Schedule IV hereto, to the Depositor,
the Servicer and the Trustee.

                  (c) It is understood and agreed by the Servicer and the
Responsible Party that the representations and warranties set forth in Section
2.03 shall survive the transfer of the Mortgage Loans by the Depositor to the
Trustee, and shall inure to the benefit of the Depositor and the Trustee
notwithstanding any restrictive or qualified endorsement on any Mortgage Note or
Assignment of Mortgage or the examination or failure to examine any Mortgage
File. Upon discovery by any of the Responsible Party, the Depositor, the
Trustee, the Servicer of a breach of any of the foregoing representations and
warranties, the party discovering such breach shall give prompt written notice
to the other.

                  (d) Within 30 days of the earlier of either discovery by or
notice to the Responsible Party that any Mortgage Loan does not conform to the
requirements as determined in the Trustee's review of the related Custodial File
or within 60 days of the earlier of either discovery by or notice to the
Responsible Party of any breach of a representation or warranty, set forth in
Section 2.03(b), that materially and adversely affects the value of the Mortgage
Loans or the interest of the Trustee or the Certificateholders therein, the
Responsible Party shall use its best efforts to cause to be remedied a material
defect in a document constituting part of a Mortgage File or promptly to cure
such breach in all material respects and, if such defect or breach cannot be
remedied, the Responsible Party shall, at the Depositor's option as specified in
writing and provided to the Responsible Party and the Trustee, (i) if such 30 or
60 day period, as applicable, expires prior to the second anniversary of the
Closing Date, remove such Mortgage Loan (a "Deleted Mortgage Loan") from the
Trust Fund and substitute in its place a Substitute Mortgage Loan, in the manner
and subject to the conditions set forth in this Section 2.03; or (ii) repurchase
such Mortgage Loan at the Repurchase Price; provided, however, that any such
substitution pursuant to clause (i) above shall not be effected prior to the
delivery to the Trustee of the Opinion of Counsel required by Section 2.05, if
any, and a Request for Release substantially in the form of Exhibit J, and the
delivery of the Mortgage File to the Trustee for any such Substitute Mortgage
Loan. Notwithstanding the foregoing, a breach (i) which causes a Mortgage Loan
not to constitute a "qualified mortgage" within the meaning of Section
860G(a)(3) of the Code or (ii) by the Responsible Party of any of the
representations and warranties set forth in clause (46), (47), (50) or (53) of
Schedule III, in each case, will be deemed automatically to materially and
adversely affect the value of such Mortgage Loan and the interests of the
Trustee and Certificateholders in such Mortgage Loan. In the event that the
Trustee receives notice of a breach by the Responsible Party of any of the
representations and warranties set forth in clause (46), (47), (50) or (53) of
Schedule III, the Trustee shall give notice of such breach to the Responsible
Party and request the Responsible Party to repurchase the Mortgage Loan at the
Repurchase Price within sixty (60) days of the Responsible Party receipt of such
notice. The Responsible Party shall repurchase each such Mortgage Loan within 60
days of the earlier of discovery or receipt of notice with respect to each such
Mortgage Loan.


                                      -39-
<PAGE>


                  (e) With respect to any Substitute Mortgage Loan or Loans, the
Responsible Party shall deliver to the Trustee for the benefit of the
Certificateholders the Mortgage Note, the Mortgage, the related assignment of
the Mortgage, and such other documents and agreements as are required by Section
2.01, with the Mortgage Note endorsed and the Mortgage assigned as required by
Section 2.01. No substitution is permitted to be made in any calendar month
after the Determination Date for such month. Scheduled Payments due with respect
to Substitute Mortgage Loans in the Due Period of substitution shall not be part
of the Trust Fund and will be retained by the Seller on the next succeeding
Distribution Date. For the Due Period of substitution, distributions to
Certificateholders will include the Scheduled Payment due on any Deleted
Mortgage Loan for such Due Period and thereafter the Seller shall be entitled to
retain all amounts received in respect of such Deleted Mortgage Loan.

                  (f) The Servicer, based upon information provided by the
Responsible Party, shall amend the Mortgage Loan Schedule for the benefit of the
Certificateholders to reflect the removal of such Deleted Mortgage Loan and the
substitution of the Substitute Mortgage Loan or Loans and the Servicer shall
deliver the amended Mortgage Loan Schedule to the Trustee. Upon such
substitution, the Substitute Mortgage Loan or Loans shall be subject to the
terms of this Agreement in all respects, and the Responsible Party shall be
deemed to have made with respect to such Substitute Mortgage Loan or Loans, as
of the date of substitution, the representations and warranties made pursuant to
Section 2.03(b) with respect to such Mortgage Loan. Upon any such substitution
and the deposit to the Collection Account of the amount required to be deposited
therein in connection with such substitution as described in the following
paragraph, the Trustee shall release the Mortgage File held for the benefit of
the Certificateholders relating to such Deleted Mortgage Loan to the Responsible
Party and shall execute and deliver at the Responsible Party's direction such
instruments of transfer or assignment prepared by the Responsible Party, in each
case without recourse, as shall be necessary to vest title in the Responsible
Party, of the Trustee's interest in any Deleted Mortgage Loan substituted for
pursuant to this Section 2.03.

                  (g) For any month in which the Responsible Party substitutes
one or more Substitute Mortgage Loans for one or more Deleted Mortgage Loans,
the Servicer will determine the amount (if any) by which the aggregate unpaid
principal balance of all such Substitute Mortgage Loans as of the date of
substitution is less than the aggregate Stated Principal Balance of all such
Deleted Mortgage Loans (after application of the scheduled principal portion of
the Scheduled Payments due in the Due Period of substitution). The amount of
such shortage (the "Substitution Adjustment Amount") plus, if the Responsible
Party is not the Servicer, an amount equal to the aggregate of any unreimbursed
Advances with respect to such Deleted Mortgage Loans shall be deposited into the
Collection Account by the Responsible Party on or before the Distribution
Account Deposit Date for the Distribution Date in the month succeeding the
calendar month during which the related Mortgage Loan became required to be
purchased or replaced hereunder.

                  (h) In addition to such repurchase obligation, the Responsible
Party shall indemnify the Depositor, any of its Affiliates, the Servicer and the
Trustee and hold such parties harmless against any losses, damages, penalties,
fines, forfeitures, reasonable and necessary legal fees and related costs,
judgments and other costs and expenses resulting from any claim, demand, defense
or assertion based on or grounded upon, or resulting from, a breach by the



                                      -40-
<PAGE>



Responsible Party of any of its representations and warranties or obligations
contained in this Agreement.

                  (i) In the event that the Responsible Party shall have
repurchased a Mortgage Loan, the Repurchase Price therefor shall be deposited by
the Servicer in the Collection Account pursuant to Section 3.10 on or before the
Distribution Account Deposit Date for the Distribution Date in the month
following the month during which the Responsible Party became obligated
hereunder to repurchase or replace such Mortgage Loan and upon such deposit of
the Repurchase Price, and receipt of a Request for Release in the form of
Exhibit J hereto, the Trustee shall release the related Custodial File held for
the benefit of the Certificateholders to such Person as directed by the
Servicer, and the Trustee shall execute and deliver at such Person's direction
such instruments of transfer or assignment prepared by such Person, in each case
without recourse, as shall be necessary to transfer title from the Trustee.

                  It is understood and agreed that the obligation of the
Responsible Party under this Agreement to cure or repurchase any Mortgage Loan
as to which a breach has occurred and is continuing shall constitute the sole
remedy against such Persons respecting such breach available to
Certificateholders, the Depositor or the Trustee on their behalf.

                  The provisions of this Section 2.03 shall survive delivery of
the respective Custodial Files to the Trustee for the benefit of the
Certificateholders.

                  Section 2.04. The Depositor and the Mortgage Loans. The
Depositor hereby represents and warrants to the Trustee with respect to each
Mortgage Loan as of the date hereof or such other date set forth herein that as
of the Closing Date, and immediately prior to the transfer of the Mortgage Loans
by it to the Trust, the Depositor had good title to the Mortgage Loans, free and
clear of any liens, charges, claims or encumbrances whatsoever.

                  The Depositor hereby assigns, transfers and conveys to the
Trustee all of its rights with respect to the Mortgage Loans.

                  Section 2.05. Delivery of Opinion of Counsel in Connection
with Substitutions. Notwithstanding any contrary provision of this Agreement, no
substitution pursuant to Section 2.03 shall be made more than 30 days after the
Closing Date unless the Responsible Party delivers to the Trustee an Opinion of
Counsel, which Opinion of Counsel shall not be at the expense of either the
Trustee or the Trust Fund, addressed to the Trustee, to the effect that such
substitution will not (i) result in the imposition of the tax on "prohibited
transactions" on either the Lower Tier REMIC or Upper Tier REMIC or
contributions after the Startup Date, as defined in Sections 860F(a)(2) and
860G(d) of the Code, respectively, or (ii) cause either the Lower Tier REMIC or
Upper Tier REMIC to fail to qualify as a REMIC at any time that any Certificates
are outstanding.

                  Section 2.06. Execution and Delivery of Certificates. The
Trustee acknowledges the transfer and assignment to it of the Trust Fund and,
concurrently with such transfer and assignment, has executed and delivered to or
upon the order of the Depositor, the Certificates in authorized denominations
evidencing directly or indirectly the entire ownership of the Trust



                                      -41-
<PAGE>


Fund. The Trustee agrees to hold the Trust Fund and exercise the rights referred
to above for the benefit of all present and future Holders of the Certificates.

                  Section 2.07. REMIC Matters. The Preliminary Statement sets
forth the designations for federal income tax purposes of all interests created
hereby. The "Startup Day" for purposes of the REMIC Provisions shall be the
Closing Date. The "latest possible maturity date" is the Distribution Date
occurring in March 2033, which is the Distribution Date following the latest
Mortgage Loan maturity date.

                  Section 2.08. Representations and Warranties of the Depositor.
The Depositor hereby represents, warrants and covenants to the Trustee and the
Servicer that as of the date of this Agreement or as of such date specifically
provided herein:

                  (a) The Depositor is a corporation duly organized, validly
existing and in good standing under the laws of the State of Delaware;

                  (b) The Depositor has the corporate power and authority to
convey the Mortgage Loans and to execute, deliver and perform, and to enter into
and consummate the transactions contemplated by, this Agreement;

                  (c) This Agreement has been duly and validly authorized,
executed and delivered by the Depositor, all requisite corporate action having
been taken, and, assuming the due authorization, execution and delivery hereof
by the Servicer and the Trustee, constitutes or will constitute the legal, valid
and binding agreement of the Depositor, enforceable against the Depositor in
accordance with its terms, except as such enforcement may be limited by
bankruptcy, insolvency, reorganization, moratorium or other similar laws
relating to or affecting the rights of creditors generally, and by general
equity principles (regardless of whether such enforcement is considered in a
proceeding in equity or at law);

                  (d) No consent, approval, authorization or order of or
registration or filing with, or notice to, any governmental authority or court
is required for the execution, delivery and performance of or compliance by the
Depositor with this Agreement or the consummation by the Depositor of any of the
transactions contemplated hereby, except as have been made on or prior to the
Closing Date;

                  (e) None of the execution and delivery of this Agreement, the
consummation of the transactions contemplated hereby or thereby, or the
fulfillment of or compliance with the terms and conditions of this Agreement,
(i) conflicts or will conflict with or results or will result in a breach of, or
constitutes or will constitute a default or results or will result in an
acceleration under (A) the charter or bylaws of the Depositor, or (B) of any
term, condition or provision of any material indenture, deed of trust, contract
or other agreement or instrument to which the Depositor or any of its
subsidiaries is a party or by which it or any of its subsidiaries is bound; (ii)
results or will result in a violation of any law, rule, regulation, order,
judgment or decree applicable to the Depositor of any court or governmental
authority having jurisdiction over the Depositor or its subsidiaries; or (iii)
results in the creation or imposition of any lien, charge or encumbrance which
would have a material adverse effect upon the Mortgage Loans or any documents or
instruments evidencing or securing the Mortgage Loans;


                                      -42-
<PAGE>


                  (f) There are no actions, suits or proceedings before or
against or investigations of, the Depositor pending, or to the knowledge of the
Depositor, threatened, before any court, administrative agency or other
tribunal, and no notice of any such action, which, in the Depositor's reasonable
judgment, might materially and adversely affect the performance by the Depositor
of its obligations under this Agreement, or the validity or enforceability of
this Agreement;

                  (g) The Depositor is not in default with respect to any order
or decree of any court or any order, regulation or demand of any federal, state,
municipal or governmental agency that may materially and adversely affect its
performance hereunder; and

                  (h) Immediately prior to the transfer and assignment by the
Depositor to the Trustee on the Closing Date, the Depositor had good title to,
and was the sole owner of each Mortgage Loan, free of any interest of any other
Person, and the Depositor has transferred all right, title and interest in each
Mortgage Loan to the Trustee. The transfer of the Mortgage Note and the Mortgage
as and in the manner contemplated by this Agreement is sufficient either (i)
fully to transfer to the Trustee, for the benefit of the Certificateholders, all
right, title, and interest of the Depositor thereto as note holder and mortgagee
or (ii) to grant to the Trustee, for the benefit of the Certificateholders, the
security interest referred to in Section 10.04 hereof.

                  It is understood and agreed that the representations,
warranties and covenants set forth in this Section 2.08 shall survive delivery
of the respective Custodial Files to the Trustee and shall inure to the benefit
of the Trustee.


                                  ARTICLE III

                          ADMINISTRATION AND SERVICING
                                OF MORTGAGE LOANS

                  Section 3.01. Servicer to Service Mortgage Loans. (a) For and
on behalf of the Certificateholders, the Servicer shall service and administer
the Mortgage Loans in accordance with the terms of this Agreement and the
respective Mortgage Loans and, to the extent consistent with such terms, in the
same manner in which it services and administers similar mortgage loans for its
own portfolio, giving due consideration to customary and usual standards of
practice of mortgage lenders and loan servicers administering similar mortgage
loans but without regard to:

                  (i) any relationship that the Servicer, any Subservicer or any
          Affiliate of the Servicer or any Subservicer may have with the related
          Mortgagor;

                  (ii) the ownership or non-ownership of any Certificate by the
          Servicer or any Affiliate of the Servicer;

                  (iii) the Servicer's obligation to make P&I Advances or
          Servicing Advances; or

                  (iv) the Servicer's or any Subservicer's right to receive
          compensation for its services hereunder or with respect to any
          particular transaction.


                                      -43-
<PAGE>


                  To the extent consistent with the foregoing, the Servicer
shall seek to maximize the timely and complete recovery of principal and
interest on the Mortgage Notes. Subject only to the above-described servicing
standards and the terms of this Agreement and of the respective Mortgage Loans,
the Servicer shall have full power and authority, acting alone or through
Subservicers as provided in Section 3.02, to do or cause to be done any and all
things in connection with such servicing and administration which it may deem
necessary or desirable. Without limiting the generality of the foregoing, the
Servicer in its own name or in the name of a Subservicer is hereby authorized
and empowered by the Trustee when the Servicer believes it appropriate in its
best judgment in accordance with the servicing standards set forth above, to
execute and deliver any and all instruments of satisfaction or cancellation, or
of partial or full release or discharge, and all other comparable instruments,
with respect to the Mortgage Loans and the Mortgaged Properties and to institute
foreclosure proceedings or obtain a deed-in-lieu of foreclosure so as to convert
the ownership of such properties, and to hold or cause to be held title to such
properties, on behalf of the Trustee. The Servicer shall service and administer
the Mortgage Loans in accordance with applicable state and federal law and shall
provide to the Mortgagors any reports required to be provided to them thereby.
The Servicer shall also comply in the performance of this Agreement with all
reasonable rules and requirements of each insurer under any standard hazard
insurance policy. Subject to Section 3.16, the Trustee shall execute, at the
written request of the Servicer, and furnish to the Servicer and any Subservicer
such documents provided to the Trustee as are necessary or appropriate to enable
the Servicer or any Subservicer to carry out their servicing and administrative
duties hereunder, and the Trustee hereby grants to the Servicer, and this
Agreement shall constitute, a power of attorney to carry out such duties
including a power of attorney to take title to Mortgaged Properties after
foreclosure on behalf of the Trustee. The Trustee shall execute a separate power
of attorney in favor of the Servicer for the purposes described herein to the
extent necessary or desirable to enable the Servicer to perform its duties
hereunder. The Trustee shall not be liable for the actions of the Servicer or
any Subservicers under such powers of attorney. Notwithstanding anything
contained herein to the contrary, neither the Servicer nor any Subservicer shall
without the Trustee's consent: (i) initiate any action, suit or proceeding
solely under the Trustee's name without indicating the Servicer's or
Subservicer's, as applicable, representative capacity, or (ii) take any action
with the intent to, or which actually does cause, the Trustee to be registered
to do business in any state.

                  (b) Subject to Section 3.09(b) hereof, in accordance with the
standards of the preceding paragraph, the Servicer shall advance or cause to be
advanced funds as necessary for the purpose of effecting the timely payment of
taxes and assessments on the Mortgaged Properties, which advances shall be
Servicing Advances reimbursable in the first instance from related collections
from the Mortgagors pursuant to Section 3.09(b), and further as provided in
Section 3.11. Any cost incurred by the Servicer or by Subservicers in effecting
the timely payment of taxes and assessments on a Mortgaged Property shall not be
added to the unpaid principal balance of the related Mortgage Loan,
notwithstanding that the terms of such Mortgage Loan so permit.

                  (c) Notwithstanding anything in this Agreement to the
contrary, the Servicer may not make any future advances with respect to a
Mortgage Loan (except as provided in Section 4.01) and the Servicer shall not
(i) permit any modification with respect to any Mortgage Loan that would change
the Mortgage Rate, reduce or increase the principal balance (except for



                                      -44-
<PAGE>


reductions resulting from actual payments of principal) or change the final
maturity date on such Mortgage Loan (except for a reduction of interest payments
resulting from the application of the Soldiers' and Sailors' Relief Act of 1940,
as amended, or any similar state statutes) or (ii) permit any modification,
waiver or amendment of any term of any Mortgage Loan that would both (A) effect
an exchange or reissuance of such Mortgage Loan under Section 1001 of the Code
(or final, temporary or proposed Treasury regulations promulgated thereunder)
and (B) cause either the Upper Tier REMIC or the Lower Tier REMIC to fail to
qualify as a REMIC under the Code or the imposition of any tax on "prohibited
transactions" or "contributions after the startup date" under the REMIC
Provisions, or (iii) except as provided in Section 3.07(a), waive any Prepayment
Charges.

                  (d) The Servicer may delegate its responsibilities under this
Agreement; provided, however, that no such delegation shall release the Servicer
from the responsibilities or liabilities arising under this Agreement.

                  Section 3.02. Subservicing Agreements between the Servicer and
Subservicers. (a) The Servicer may enter into subservicing agreements with
subservicers (each, a "Subservicer"), for the servicing and administration of
the Mortgage Loans ("Subservicing Agreements"). The Servicer shall, within a
reasonable period of time, give notice to the Trustee of any such Subservicing
Agreement. The Trustee shall not be required to review or consent to such
Subservicing Agreements and shall have no liability in connection therewith.

                  (b) Each Subservicer shall be (i) authorized to transact
business in the state or states in which the related Mortgaged Properties it is
to service are situated, if and to the extent required by applicable law to
enable the Subservicer to perform its obligations hereunder and under the
Subservicing Agreement, (ii) an institution approved as a mortgage loan
originator by the Federal Housing Administration or an institution that has
deposit accounts insured by the FDIC and (iii) a Freddie Mac or Fannie Mae
approved mortgage servicer. Each Subservicing Agreement must impose on the
Subservicer requirements conforming to the provisions set forth in Section 3.08
and provide for servicing of the Mortgage Loans consistent with the terms of
this Agreement. The Servicer will examine each Subservicing Agreement and will
be familiar with the terms thereof. The terms of any Subservicing Agreement will
not be inconsistent with any of the provisions of this Agreement. The Servicer
and the Subservicers may enter into and make amendments to the Subservicing
Agreements or enter into different forms of Subservicing Agreements; provided,
however, that any such amendments or different forms shall be consistent with
and not violate the provisions of this Agreement, and that no such amendment or
different form shall be made or entered into which could be reasonably expected
to be materially adverse to the interests of the Trustee, without the consent of
the Trustee. Any variation without the consent of the Trustee from the
provisions set forth in Section 3.08 relating to insurance or priority
requirements of Subservicing Accounts, or credits and charges to the
Subservicing Accounts or the timing and amount of remittances by the
Subservicers to the Servicer, are conclusively deemed to be inconsistent with
this Agreement and therefore prohibited. The Servicer shall deliver to the
Trustee and the Depositor copies of all Subservicing Agreements, and any
amendments or modifications thereof, promptly upon the Servicer's execution and
delivery of such instruments.


                                      -45-
<PAGE>


                  (c) As part of its servicing activities hereunder, the
Servicer (except as otherwise provided in the last sentence of this paragraph),
for the benefit of the Trustee, shall enforce the obligations of each
Subservicer under the related Subservicing Agreement, including, without
limitation, any obligation to make advances in respect of delinquent payments as
required by a Subservicing Agreement. Such enforcement, including, without
limitation, the legal prosecution of claims, termination of Subservicing
Agreements, and the pursuit of other appropriate remedies, shall be in such form
and carried out to such an extent and at such time as the Servicer, in its good
faith business judgment, would require were it the owner of the related Mortgage
Loans. The Servicer shall pay the costs of such enforcement at its own expense,
and shall be reimbursed therefor only (i) from a general recovery resulting from
such enforcement, to the extent, if any, that such recovery exceeds all amounts
due in respect of the related Mortgage Loans or (ii) from a specific recovery of
costs, expenses or attorneys' fees against the party against whom such
enforcement is directed.

                  Section 3.03. Successor Subservicers. The Servicer shall be
entitled to terminate any Subservicing Agreement and the rights and obligations
of any Subservicer pursuant to any Subservicing Agreement in accordance with the
terms and conditions of such Subservicing Agreement. In the event of termination
of any Subservicer, all servicing obligations of such Subservicer shall be
assumed simultaneously by the Servicer without any act or deed on the part of
such Subservicer or the Servicer, and the Servicer either shall service directly
the related Mortgage Loans or shall enter into a Subservicing Agreement with a
successor Subservicer which qualifies under Section 3.02.

                  Any Subservicing Agreement shall include the provision that
such agreement may be immediately terminated by the Depositor or the Trustee
without fee, in accordance with the terms of this Agreement, in the event that
the Servicer shall, for any reason, no longer be the Servicer (including
termination due to an Event of Default).

                  Section 3.04. Liability of the Servicer. Notwithstanding any
Subservicing Agreement, any of the provisions of this Agreement relating to
agreements or arrangements between the Servicer and a Subservicer or reference
to actions taken through a Subservicer or otherwise, the Servicer shall remain
obligated and primarily liable to the Trustee for the servicing and
administering of the Mortgage Loans in accordance with the provisions of Section
3.01 without diminution of such obligation or liability by virtue of such
Subservicing Agreements or arrangements or by virtue of indemnification from the
Subservicer and to the same extent and under the same terms and conditions as if
the Servicer alone were servicing and administering the Mortgage Loans. The
Servicer shall be entitled to enter into any agreement with a Subservicer for
indemnification of the Servicer by such Subservicer and nothing contained in
this Agreement shall be deemed to limit or modify such indemnification.

                  Section 3.05. No Contractual Relationship between Subservicers
and the Trustee. Any Subservicing Agreement that may be entered into and any
transactions or services relating to the Mortgage Loans involving a Subservicer
in its capacity as such shall be deemed to be between the Subservicer and the
Servicer alone, and the Trustee (or any successor Servicer) shall not be deemed
a party thereto and shall have no claims, rights, obligations, duties or
liabilities with respect to the Subservicer except as set forth in Section 3.06.
The Servicer shall be solely



                                      -46-
<PAGE>


liable for all fees owed by it to any Subservicer, irrespective of whether the
Servicer's compensation pursuant to this Agreement is sufficient to pay such
fees.

                  Section 3.06. Assumption or Termination of Subservicing
Agreements by Trustee. In the event the Servicer at any time shall for any
reason no longer be the Servicer (including by reason of the occurrence of an
Event of Default), the Trustee, or its designee or the successor Servicer if the
successor is not the Trustee, shall thereupon assume all of the rights and
obligations of the Servicer under each Subservicing Agreement that the Servicer
may have entered into, with copies thereof provided to the Trustee or the
successor Servicer if the successor is not the Trustee, prior to the Trustee or
the successor Servicer if the successor is not the Trustee, assuming such rights
and obligations, unless the Trustee elects to terminate any Subservicing
Agreement in accordance with its terms as provided in Section 3.03.

                  Upon such assumption, the Trustee, its designee or the
successor servicer shall be deemed, subject to Section 3.03, to have assumed all
of the Servicer's interest therein and to have replaced the Servicer as a party
to each Subservicing Agreement to the same extent as if each Subservicing
Agreement had been assigned to the assuming party, except that (i) the Servicer
shall not thereby be relieved of any liability or obligations under any
Subservicing Agreement that arose before it ceased to be the Servicer and (ii)
none of the Depositor, the Trustee, their designees or any successor Servicer
shall be deemed to have assumed any liability or obligation of the Servicer that
arose before it ceased to be the Servicer.

                  The Servicer at its expense shall, upon request of the
Trustee, its designee or the successor Servicer deliver to the assuming party
all documents and records relating to each Subservicing Agreement and the
Mortgage Loans then being serviced and an accounting of amounts collected and
held by or on behalf of it, and otherwise use its best efforts to effect the
orderly and efficient transfer of the Subservicing Agreements to the assuming
party.

                  Section 3.07. Collection of Certain Mortgage Loan Payments.
(a) The Servicer shall make reasonable efforts to collect all payments called
for under the terms and provisions of the Mortgage Loans, and shall, to the
extent such procedures shall be consistent with this Agreement and the terms and
provisions of any applicable insurance policies, follow such collection
procedures as it would follow with respect to mortgage loans comparable to the
Mortgage Loans and held for its own account. Consistent with the foregoing and
Accepted Servicing Practices, the Servicer may (i) waive any late payment charge
or, if applicable, any penalty interest, or (ii) extend the due dates for the
Scheduled Payments due on a Mortgage Note for a period of not greater than 180
days; provided, that any extension pursuant to clause (ii) above shall not
affect the amortization schedule of any Mortgage Loan for purposes of any
computation hereunder, except as provided below. In the event of any such
arrangement pursuant to clause (ii) above, the Servicer shall make timely
advances on such Mortgage Loan during such extension pursuant to Section 4.01
and in accordance with the amortization schedule of such Mortgage Loan without
modification thereof by reason of such arrangements, subject to Section 4.01(d)
pursuant to which the Servicer shall not be required to make any such advances
that are Nonrecoverable P&I Advances. Notwithstanding the foregoing, the
Servicer may waive, in whole or in part, a Prepayment Charge only under the
following circumstances: (i) such waiver relates to a default or a reasonably
foreseeable default and would, in the reasonable judgment of the Servicer,
maximize recovery of total proceeds taking into account the value of



                                      -47-
<PAGE>


such Prepayment Charge and the related Mortgage Loan or (ii) such Prepayment
Charge is not permitted to be collected by applicable law. If a Prepayment
Charge is waived other than as permitted by the prior sentence, then the
Servicer is required to pay the amount of such waived Prepayment Charge, for the
benefit of the Holders of the Class P Certificates, by depositing such amount
into the Collection Account together with and at the time that the amount
prepaid on the related Mortgage Loan is required to be deposited into the
Collection Account; provided, however, that the Servicer shall not have an
obligation to pay the amount of any uncollected Prepayment Charge if the failure
to collect such amount is the direct result of inaccurate or incomplete
information on the Mortgage Loan Schedule in effect at such time.

                  (b) (i) The Trustee shall establish and maintain the Excess
Reserve Fund Account, on behalf of the Class X Certificateholders, to receive
any Basis Risk Payment and any Interest Rate Cap Payment and to secure their
limited recourse obligation to pay to the LIBOR Certificateholders Basis Risk
CarryForward Amounts.

                  (ii) On or prior to each Distribution Date, the Depositor
          shall remit to the Trustee the amount of any Interest Rate Cap Payment
          for such date. On each Distribution Date, the Trustee shall deposit
          the amount of any Basis Risk Payment and any Interest Rate Cap Payment
          for such date into the Excess Reserve Fund Account.

                  (c) (i) On each Distribution Date on which there exists a
Basis Risk CarryForward Amount on any Class of Certificates, the Trustee shall
(1) withdraw from the Distribution Account and deposit in the Excess Reserve
Fund Account, as set forth in Section 4.02(a)(iii)(L), the lesser of (x) the
Class X Distributable Amount (without regard to the reduction in the definition
thereof with respect to the Basis Risk Payment) (to the extent remaining after
the distributions specified in Sections 4.02(a)(iii)(A)-(K)) and (y) the
aggregate Basis Risk CarryForward Amounts for such Distribution Date and (2)
withdraw from the Excess Reserve Fund Account amounts necessary to pay to such
Class or Classes of Certificates the Basis Risk CarryForward Amount. Such
payments shall be allocated to those Classes on a pro rata basis based upon the
amount of Basis Risk CarryForward Amount owed to each such Class and shall be
paid in the priority set forth in Sections 4.02(a)(iii)(M)-(N) hereof.

                  (ii) The Trustee shall account for the Excess Reserve Fund
          Account as an asset of a grantor trust under subpart E, Part I of the
          subchapter J of the Code and not an asset of any REMIC created
          pursuant to this Agreement. The beneficial owners of the Excess
          Reserve Fund Account are the Class X Certificateholders. For all
          federal tax purposes, amounts transferred by the Upper Tier REMIC to
          the Excess Reserve Fund Account shall be treated as distributions by
          the Trustee to the Class X Certificateholders.

                  (iii) Any Basis Risk CarryForward Amounts paid by the Trustee
          to the LIBOR Certificateholders shall be accounted for by the Trustee
          as amounts paid first to the Holders of the Class X Certificates and
          then to the respective Class or Classes of LIBOR Certificates. In
          addition, the Trustee shall account for the LIBOR Certificateholders'
          rights to receive payments of Basis Risk CarryForward Amounts as
          rights in a limited recourse interest rate cap contract written by the
          Class X Certificateholders in favor of the LIBOR Certificateholders.


                                      -48-
<PAGE>


                  (iv) Notwithstanding any provision contained in this
          Agreement, the Trustee shall not be required to make any payments from
          the Excess Reserve Fund Account except as expressly set forth in this
          Section 3.07(c).

                  (d) The Trustee shall establish and maintain the Distribution
Account on behalf of the Certificateholders. The Depositor shall cause to be
deposited into the Distribution Account on the Closing Date the Closing Date
Deposit Amount. The Trustee shall, promptly upon receipt, deposit in the
Distribution Account and retain therein the following:

                  (i) the aggregate amount remitted by the Servicer to the
          Trustee pursuant to Section 3.11;

                  (ii) any amount deposited by the Servicer pursuant to Section
          3.12(b) in connection with any losses on Permitted Investments; and

                  (iii) any other amounts deposited hereunder which are required
          to be deposited in the Distribution Account.

                  In the event that the Servicer shall remit any amount not
required to be remitted, it may at any time direct the Trustee in writing to
withdraw such amount from the Distribution Account, any provision herein to the
contrary notwithstanding. Such direction may be accomplished by delivering
notice to the Trustee which describes the amounts deposited in error in the
Distribution Account. All funds deposited in the Distribution Account shall be
held by the Trustee in trust for the Certificateholders until disbursed in
accordance with this Agreement or withdrawn in accordance with Section 4.02.

                  (e) The Trustee may invest the funds in the Distribution
Account, in one or more Permitted Investments, in accordance with Section 3.12.
The Servicer shall direct the Trustee to withdraw from the Distribution Account
and to remit to the Servicer no less than monthly, all income and gain realized
from the investment of funds deposited in the Distribution Account (except
during the Trustee Float Period). The Trustee may withdraw from the Distribution
Account any income or gain earned from the investment of funds deposited therein
during the Trustee Float Period for its own benefit.

                  (f) The Servicer shall give notice to the Trustee, each Rating
Agency and the Depositor of any proposed change of the location of the
Collection Account within a reasonable period of time prior to any change
thereof.

                  Section 3.08. Subservicing Accounts. In those cases where a
Subservicer is servicing a Mortgage Loan pursuant to a Subservicing Agreement,
the Subservicer will be required to establish and maintain one or more accounts
(collectively, the "Subservicing Account"). The Subservicing Account shall be an
Eligible Account and shall otherwise be acceptable to the Servicer. The
Subservicer shall deposit in the clearing account (which account must be an
Eligible Account) in which it customarily deposits payments and collections on
mortgage loans in connection with its mortgage loan servicing activities on a
daily basis, and in no event more than one Business Day after the Subservicer's
receipt thereof, all proceeds of Mortgage Loans received by the Subservicer less
its servicing compensation to the extent permitted by the Subservicing
Agreement, and shall thereafter deposit such amounts in the



                                      -49-
<PAGE>



Subservicing Account, in no event more than two Business Days after the deposit
of such funds into the clearing account. The Subservicer shall thereafter
deposit such proceeds in the Collection Account or remit such proceeds to the
Servicer for deposit in the Collection Account not later than two Business Days
after the deposit of such amounts in the Subservicing Account. For purposes of
this Agreement, the Servicer shall be deemed to have received payments on the
Mortgage Loans when the Subservicer receives such payments.

                  Section 3.09. Collection of Taxes, Assessments and Similar
Items; Escrow Accounts. (a) The Servicer shall enforce the obligations under
each paid-in-full, life-of-the-loan tax service contract in effect with respect
to each Mortgage Loan (each, a "Tax Service Contract"). Each Tax Service
Contract shall be assigned to the Trustee, or a successor Servicer at the
Servicer's expense in the event that the Servicer is terminated as Servicer of
the related Mortgage Loan.

                  (b) To the extent that the services described in this
paragraph (b) are not otherwise provided pursuant to the Tax Service Contracts
described in paragraph (a) hereof, the Servicer undertakes to perform such
functions. The Servicer shall establish and maintain, or cause to be established
and maintained, one or more accounts (the "Escrow Accounts"), which shall be
Eligible Accounts. The Servicer shall deposit in the clearing account (which
account must be an Eligible Account) in which it customarily deposits payments
and collections on mortgage loans in connection with its mortgage loan servicing
activities on a daily basis, and in no event more than one Business Day after
the Servicer's receipt thereof, all collections from the Mortgagors (or related
advances from Subservicers) for the payment of taxes, assessments, hazard
insurance premiums and comparable items for the account of the Mortgagors
("Escrow Payments") collected on account of the Mortgage Loans and shall
thereafter deposit such Escrow Payments in the Escrow Accounts, in no event more
than two Business Days after the deposit of such funds in the clearing account,
for the purpose of effecting the payment of any such items as required under the
terms of this Agreement. Withdrawals of amounts from an Escrow Account may be
made only to (i) effect payment of taxes, assessments, hazard insurance
premiums, and comparable items; (ii) reimburse the Servicer (or a Subservicer to
the extent provided in the related Subservicing Agreement) out of related
collections for any advances made pursuant to Section 3.01 (with respect to
taxes and assessments) and Section 3.13 (with respect to hazard insurance);
(iii) refund to Mortgagors any sums as may be determined to be overages; (iv)
pay interest, if required and as described below, to Mortgagors on balances in
the Escrow Account; (v) clear and terminate the Escrow Account at the
termination of the Servicer's obligations and responsibilities in respect of the
Mortgage Loans under this Agreement or (vi) recover amounts deposited in error.
As part of its servicing duties, the Servicer or Subservicers shall pay to the
Mortgagors interest on funds in Escrow Accounts, to the extent required by law
and, to the extent that interest earned on funds in the Escrow Accounts is
insufficient, to pay such interest from its or their own funds, without any
reimbursement therefor. To the extent that a Mortgage does not provide for
Escrow Payments, the Servicer shall determine whether any such payments are made
by the Mortgagor in a manner and at a time that avoids the loss of the Mortgaged
Property due to a tax sale or the foreclosure of a tax lien. The Servicer
assumes full responsibility for the payment of all such bills within such time
and shall effect payments of all such bills irrespective of the Mortgagor's
faithful performance in the payment of same or the making of the Escrow Payments
and shall make advances from its own funds to effect such payments; provided,
however, that such advances are deemed to be Servicing Advances.


                                      -50-
<PAGE>


                  Section 3.10. Collection Account. (a) On behalf of the
Trustee, the Servicer shall establish and maintain, or cause to be established
and maintained, one or more Eligible Accounts (such account or accounts, the
"Collection Account"), held in trust for the benefit of the Trustee. On behalf
of the Trustee, the Servicer shall deposit or cause to be deposited in the
clearing account (which account must be an Eligible Account) in which it
customarily deposits payments and collections on mortgage loans in connection
with its mortgage loan servicing activities on a daily basis, and in no event
more than one Business Day after the Servicer's receipt thereof, and shall
thereafter deposit in the Collection Account, in no event more than two Business
Days after the deposit of such funds into the clearing account, as and when
received or as otherwise required hereunder, the following payments and
collections received or made by it subsequent to the Cut-off Date (other than in
respect of principal or interest on the related Mortgage Loans due on or before
the Cut-off Date), or payments (other than Principal Prepayments) received by it
on or prior to the Cut-off Date but allocable to a Due Period subsequent
thereto:

                  (i) all payments on account of principal, including Principal
          Prepayments, on the Mortgage Loans;

                  (ii) all payments on account of interest (net of the related
          Servicing Fee) on each Mortgage Loan;

                  (iii) all Insurance Proceeds and Condemnation Proceeds to the
          extent such Insurance Proceeds and Condemnation Proceeds are not to be
          applied to the restoration of the related Mortgaged Property or
          released to the related Mortgagor in accordance with the express
          requirements of law or in accordance with prudent and customary
          servicing practices and Liquidation Proceeds;

                  (iv) any amounts required to be deposited pursuant to Section
          3.12 in connection with any losses realized on Permitted Investments
          with respect to funds held in the Collection Account;

                  (v) any amounts required to be deposited by the Servicer
          pursuant to the second paragraph of Section 3.13(a) in respect of any
          blanket policy deductibles;

                  (vi) all proceeds of any Mortgage Loan repurchased or
          purchased in accordance with this Agreement; and

                  (vii) all Prepayment Charges collected by the Servicer.

                  The foregoing requirements for deposit in the Collection
Accounts shall be exclusive, it being understood and agreed that, without
limiting the generality of the foregoing, payments in the nature of late payment
charges, NSF fees, reconveyance fees, assumption fees and other similar fees and
charges need not be deposited by the Servicer in the Collection Account and
shall, upon collection, belong to the Servicer as additional compensation for
its servicing activities. In the event the Servicer shall deposit in the
Collection Account any amount not required to be deposited therein, it may at
any time withdraw such amount from the Collection Account, any provision herein
to the contrary notwithstanding.


                                      -51-
<PAGE>


                  (b) Funds in the Collection Account may be invested in
Permitted Investments in accordance with the provisions set forth in Section
3.12. The Servicer shall give notice to the Trustee and the Depositor of the
location of the Collection Account maintained by it when established and prior
to any change thereof.

                  Section 3.11. Withdrawals from the Collection Account. (a) The
Servicer shall, from time to time, make withdrawals from the Collection Account
for any of the following purposes or as described in Section 4.01:

                  (i) On or prior to the Remittance Date, to remit to the
          Trustee (i) the Trustee Fee with respect to such Distribution Date and
          (ii) all Available Funds in respect of the related Distribution Date
          together with all amounts representing Prepayment Charges from the
          Mortgage Loans received during the related Prepayment Period;

                  (ii) to reimburse the Servicer for P&I Advances, but only to
          the extent of amounts received which represent Late Collections (net
          of the related Servicing Fees) of Scheduled Payments on Mortgage Loans
          with respect to which such P&I Advances were made in accordance with
          the provisions of Section 4.01;

                  (iii) to pay the Servicer or any Subservicer (A) any unpaid
          Servicing Fees or (B) any unreimbursed Servicing Advances with respect
          to each Mortgage Loan, but only to the extent of any Late Collections,
          Liquidation Proceeds, Condemnation Proceeds, Insurance Proceeds or
          other amounts as may be collected by the Servicer from a Mortgagor, or
          otherwise received with respect to such Mortgage Loan (or the related
          REO Property);

                  (iv) to pay to the Servicer as servicing compensation (in
          addition to the Servicing Fee) on the Remittance Date any interest or
          investment income earned on funds deposited in the Collection Account;

                  (v) to pay to the Responsible Party or the Servicer, with
          respect to each Mortgage Loan that has previously been repurchased or
          replaced pursuant to this Agreement all amounts received thereon
          subsequent to the date of purchase or substitution, as the case may
          be;

                  (vi) to reimburse the Servicer for any P&I Advance or
          Servicing Advance previously made which the Servicer has determined to
          be a Nonrecoverable P&I Advance or Nonrecoverable Servicing Advance in
          accordance with the provisions of Section 4.01;

                  (vii) to pay, or to reimburse the Servicer for advances in
          respect of, expenses incurred in connection with any Mortgage Loan
          pursuant to Section 3.15;

                  (viii) to reimburse the Servicer or the Depositor for expenses
          incurred by or reimbursable to the Servicer or the Depositor, as the
          case may be, pursuant to Section 6.03;

                  (ix) to reimburse the Servicer or the Trustee, as the case may
          be, for expenses reasonably incurred in respect of the breach or
          defect giving rise to the repurchase



                                      -52-
<PAGE>


          obligation of the Responsible Party under this Agreement that were
          included in the Repurchase Price of the Mortgage Loan, including any
          expenses arising out of the enforcement of the repurchase obligation,
          to the extent not otherwise paid pursuant to the terms hereof;

                  (x) to withdraw any amounts deposited in the Collection
          Account in error;

                  (xi) to withdraw any amounts held in the Collection Account
          and not required to be remitted to the Trustee on the Remittance Date
          occurring in the month in which such amounts are deposited into the
          Collection Account, to reimburse the Servicer for unreimbursed P&I
          Advances; and

                  (xii) to clear and terminate the Collection Account upon
          termination of this Agreement.

                  (b) The Servicer shall keep and maintain separate accounting,
on a Mortgage Loan by Mortgage Loan basis, for the purpose of justifying any
withdrawal from the Collection Account, to the extent held by or on behalf of
it, pursuant to subclauses (a)(ii), (iii), (v), (vi), (vii), (viii) and (ix)
above. The Servicer shall provide written notification (as set forth in Section
4.01(d) hereof) to the Depositor, on or prior to the next succeeding Remittance
Date, upon making any withdrawals from the Collection Account pursuant to
subclause (a)(vi) above.

                  Section 3.12. Investment of Funds in the Collection Account
and the Distribution Account. (a) The Servicer may invest the funds in the
Collection Account and the Trustee may (but is not obligated to) invest funds in
the Distribution Account during the Trustee Float Period, and shall (except
during the Trustee Float Period) invest such funds in the Distribution Account
at the direction of the Servicer (for purposes of this Section 3.12, such
Accounts are referred to as an "Investment Account"), in one or more Permitted
Investments bearing interest or sold at a discount, and maturing, unless payable
on demand no later than the Business Day immediately preceding the date on which
such funds are required to be withdrawn from such account pursuant to this
Agreement. If no investment instruction is given in a timely manner, the Trustee
shall hold the funds in the Distribution Account uninvested. All such Permitted
Investments shall be held to maturity, unless payable on demand. Any investment
of funds in an Investment Account (other than investments made during the
Trustee Float Period) shall be made in the name of the Servicer. The Servicer
shall be entitled to sole possession (except with respect to investment
direction of funds and any income and gain realized on any investment in the
Distribution Account during the Trustee Float Period) over each such investment,
and any certificate or other instrument evidencing any such investment shall be
delivered directly to the Servicer, or with respect to investments during the
Trustee Float Period, the Trustee or its agent, together with any document of
transfer necessary to transfer title to such investment to the Servicer, or with
respect to investments during the Trustee Float Period, the Trustee or its
agent. In the event amounts on deposit in an Investment Account are at any time
invested in a Permitted Investment payable on demand, the Servicer, or with
respect to investments during the Trustee Float Period, the Trustee may:

                  (x)    consistent with any notice required to be given
                         thereunder, demand that payment thereon be made on
                         the last day such Permitted Investment may



                                      -53-
<PAGE>


                         otherwise mature hereunder in an amount equal to the
                         lesser of (1) all amounts then payable thereunder and
                         (2) the amount required to be withdrawn on such date;
                         and

                  (y)    demand payment of all amounts due thereunder that
                         such Permitted Investment would not constitute a
                         Permitted Investment in respect of funds thereafter
                         on deposit in an Investment Account.

                  (b) All income and gain realized from the investment of funds
deposited in the Collection Account, held by or on behalf of the Servicer, shall
be for the benefit of the Servicer and shall be subject to its withdrawal in the
manner set forth in Section 3.11. The Servicer shall deposit in the Collection
Account the amount of any loss of principal incurred in respect of any such
Permitted Investment made with funds in such accounts immediately upon
realization of such loss.

                  (c) All income and gain realized from the investment of funds
deposited in the Distribution Account held by the Trustee, shall be for the
benefit of the Servicer (except for any income or gain realized from the
investment of funds on deposit in the Distribution Account during the Trustee
Float Period, which shall be for the benefit of the Trustee) and shall be
subject to the Trustee's withdrawal in the manner set forth in Section 3.07(e).
The Servicer shall deposit in the Distribution Account (except with respect to
the Trustee Float Period) the amount of any loss of principal incurred in
respect of any such Permitted Investment made with funds in such accounts
immediately upon realization of such loss.

                  (d) Except as otherwise expressly provided in this Agreement,
if any default occurs in the making of a payment due under any Permitted
Investment, or if a default occurs in any other performance required under any
Permitted Investment, the Trustee shall take such action as may be appropriate
to enforce such payment or performance, including the institution and
prosecution of appropriate proceedings.

                  (e) The Trustee shall not be liable for the amount of any loss
incurred with respect of any investment or lack of investment of funds held in
any Investment Account or the Distribution Account if made in accordance with
this Section 3.12.

                  (f) The Trustee or its Affiliates are permitted to receive
additional compensation that could be deemed to be in the Trustee's economic
self-interest for (i) serving as investment adviser, administrator, shareholder,
servicing agent, custodian or sub-custodian with respect to certain of the
Permitted Investments, (ii) using Affiliates to effect transactions in certain
Permitted Investments and (iii) effecting transactions in certain Permitted
Investments. Such compensation shall not be considered an amount that is
reimbursable or payable pursuant to this Agreement.

                  Section 3.13. Maintenance of Hazard Insurance and Errors and
Omissions and Fidelity Coverage. (a) The Servicer shall cause to be maintained
for each Mortgage Loan fire insurance with extended coverage on the related
Mortgaged Property in an amount which is at least equal to the least of (i) the
current principal balance of such Mortgage Loan, (ii) the amount necessary to
fully compensate for any damage or loss to the improvements that are a part of
such



                                      -54-
<PAGE>


property on a replacement cost basis and (iii) the maximum insurable value of
the improvements which are a part of such Mortgaged Property, in each case in an
amount not less than such amount as is necessary to avoid the application of any
coinsurance clause contained in the related hazard insurance policy. The
Servicer shall also cause to be maintained fire insurance with extended coverage
on each REO Property in an amount which is at least equal to the lesser of (i)
the maximum insurable value of the improvements which are a part of such
property and (ii) the outstanding principal balance of the related Mortgage Loan
at the time it became an REO Property, plus accrued interest at the Mortgage
Rate and related Servicing Advances. The Servicer will comply in the performance
of this Agreement with all reasonable rules and requirements of each insurer
under any such hazard policies. Any amounts to be collected by the Servicer
under any such policies (other than amounts to be applied to the restoration or
repair of the property subject to the related Mortgage or amounts to be released
to the Mortgagor in accordance with the procedures that the Servicer would
follow in servicing loans held for its own account, subject to the terms and
conditions of the related Mortgage and Mortgage Note) shall be deposited in the
Collection Account, subject to withdrawal pursuant to Section 3.11. Any cost
incurred by the Servicer in maintaining any such insurance shall not, for the
purpose of calculating distributions to the Trustee, be added to the unpaid
principal balance of the related Mortgage Loan, notwithstanding that the terms
of such Mortgage Loan so permit. It is understood and agreed that no earthquake
or other additional insurance is to be required of any Mortgagor other than
pursuant to such applicable laws and regulations as shall at any time be in
force and as shall require such additional insurance. If the Mortgaged Property
or REO Property is at any time in an area identified in the Federal Register by
the Federal Emergency Management Agency as having special flood hazards and
flood insurance has been made available, the Servicer will cause to be
maintained a flood insurance policy in respect thereof. Such flood insurance
shall be in an amount equal to the lesser of (i) the unpaid principal balance of
the related Mortgage Loan and (ii) the maximum amount of such insurance
available for the related Mortgaged Property under the national flood insurance
program (assuming that the area in which such Mortgaged Property is located is
participating in such program).

                  In the event that the Servicer shall obtain and maintain a
blanket policy with an insurer having a General Policy Rating of A:X or better
in Best's (or such other rating that is comparable to such rating) insuring
against hazard losses on all of the Mortgage Loans, it shall conclusively be
deemed to have satisfied its obligations as set forth in the first two sentences
of this Section 3.13, it being understood and agreed that such policy may
contain a deductible clause, in which case the Servicer shall, in the event that
there shall not have been maintained on the related Mortgaged Property or REO
Property a policy complying with the first two sentences of this Section 3.13,
and there shall have been one or more losses which would have been covered by
such policy, deposit to the Collection Account from its own funds the amount not
otherwise payable under the blanket policy because of such deductible clause. In
connection with its activities as administrator and servicer of the Mortgage
Loans, the Servicer agrees to prepare and present, on behalf of itself, the
Trustee claims under any such blanket policy in a timely fashion in accordance
with the terms of such policy.

                  (b) The Servicer shall keep in force during the term of this
Agreement a policy or policies of insurance covering errors and omissions for
failure in the performance of the Servicer's obligations under this Agreement,
which policy or policies shall be in such form and amount that would meet the
requirements of Fannie Mae or Freddie Mac if it were the



                                      -55-
<PAGE>



purchaser of the Mortgage Loans, unless the Servicer has obtained a waiver of
such requirements from Fannie Mae or Freddie Mac. The Servicer shall also
maintain a fidelity bond in the form and amount that would meet the requirements
of Fannie Mae or Freddie Mac, unless the Servicer has obtained a waiver of such
requirements from Fannie Mae or Freddie Mac. The Servicer shall provide the
Trustee upon request with copies of any such insurance policies and fidelity
bond. The Servicer shall be deemed to have complied with this provision if an
Affiliate of the Servicer has such errors and omissions and fidelity bond
coverage and, by the terms of such insurance policy or fidelity bond, the
coverage afforded thereunder extends to the Servicer. Any such errors and
omissions policy and fidelity bond shall by its terms not be cancelable without
thirty days' prior written notice to the Trustee. The Servicer shall also cause
each Subservicer to maintain a policy of insurance covering errors and omissions
and a fidelity bond which would meet such requirements.

                  Section 3.14. Enforcement of Due-on-Sale Clauses; Assumption
Agreements. The Servicer will, to the extent it has knowledge of any conveyance
or prospective conveyance of any Mortgaged Property by any Mortgagor (whether by
absolute conveyance or by contract of sale, and whether or not the Mortgagor
remains or is to remain liable under the Mortgage Note and/or the Mortgage),
exercise its rights to accelerate the maturity of such Mortgage Loan under the
"due-on-sale" clause, if any, applicable thereto; provided, however, that the
Servicer shall not be required to take such action if, in its sole business
judgment, the Servicer believes it is not in the best interests of the Trust
Fund and shall not exercise any such rights if prohibited by law from doing so.
If the Servicer reasonably believes it is unable under applicable law to enforce
such "due-on-sale" clause or if any of the other conditions set forth in the
proviso to the preceding sentence apply, the Servicer will enter into an
assumption and modification agreement from or with the person to whom such
property has been conveyed or is proposed to be conveyed, pursuant to which such
person becomes liable under the Mortgage Note and, to the extent permitted by
applicable state law, the Mortgagor remains liable thereon. The Servicer is also
authorized to enter into a substitution of liability agreement with such person,
pursuant to which the original Mortgagor is released from liability and such
person is substituted as the Mortgagor and becomes liable under the Mortgage
Note, provided, that no such substitution shall be effective unless such person
satisfies the underwriting criteria of the Servicer and has a credit risk rating
at least equal to that of the original Mortgagor. In connection with any
assumption, modification or substitution, the Servicer shall apply such
underwriting standards and follow such practices and procedures as shall be
normal and usual in its general mortgage servicing activities and as it applies
to other mortgage loans owned solely by it. The Servicer shall not take or enter
into any assumption and modification agreement, however, unless (to the extent
practicable in the circumstances) it shall have received confirmation, in
writing, of the continued effectiveness of any applicable hazard insurance
policy, or a new policy meeting the requirements of this Section is obtained.
Any fee collected by the Servicer in respect of an assumption or substitution of
liability agreement will be retained by the Servicer as additional servicing
compensation. In connection with any such assumption, no material term of the
Mortgage Note (including but not limited to the related Mortgage Rate and the
amount of the Scheduled Payment) may be amended or modified, except as otherwise
required pursuant to the terms thereof. The Servicer shall notify the Trustee
that any such substitution, modification or assumption agreement has been
completed by forwarding to the Trustee the executed original of such
substitution or assumption agreement, which document shall be added to the
related



                                      -56-
<PAGE>


Mortgage File and shall, for all purposes, be considered a part of such Mortgage
File to the same extent as all other documents and instruments constituting a
part thereof.

                  Notwithstanding the foregoing paragraph or any other provision
of this Agreement, the Servicer shall not be deemed to be in default, breach or
any other violation of its obligations hereunder by reason of any assumption of
a Mortgage Loan by operation of law or by the terms of the Mortgage Note or any
assumption which the Servicer may be restricted by law from preventing, for any
reason whatsoever. For purposes of this Section 3.14, the term "assumption" is
deemed to also include a sale (of the Mortgaged Property) subject to the
Mortgage that is not accompanied by an assumption or substitution of liability
agreement.

                  Section 3.15. Realization upon Defaulted Mortgage Loans. The
Servicer shall use its best efforts, consistent with customary servicing
practices as described in Section 3.01, to foreclose upon or otherwise
comparably convert (which may include an acquisition of REO Property) the
ownership of properties securing such of the Mortgage Loans as come into and
continue in default and as to which no satisfactory arrangements can be made for
collection of delinquent payments pursuant to Section 3.07, and which are not
released from this Agreement pursuant to any other provision hereof. The
Servicer shall use reasonable efforts to realize upon such defaulted Mortgage
Loans in such manner as will maximize the receipt of principal and interest by
the Trustee, taking into account, among other things, the timing of foreclosure
proceedings. The foregoing is subject to the provisions that, in any case in
which Mortgaged Property shall have suffered damage from an uninsured cause, the
Servicer shall not be required to expend its own funds toward the restoration of
such property unless it shall determine in its sole discretion (i) that such
restoration will increase the net proceeds of liquidation of the related
Mortgage Loan to the Trustee, after reimbursement to itself for such expenses,
and (ii) that such expenses will be recoverable by the Servicer through
Insurance Proceeds, Condemnation Proceeds or Liquidation Proceeds from the
related Mortgaged Property, as contemplated in Section 3.11. The Servicer shall
be responsible for all other costs and expenses incurred by it in any such
proceedings; provided, however, that it shall be entitled to reimbursement
thereof from the related property, as contemplated in Section 3.11.

                  The proceeds of any liquidation or REO Disposition, as well as
any recovery resulting from a partial collection of Insurance Proceeds,
Condemnation Proceeds or Liquidation Proceeds or any income from an REO
Property, will be applied in the following order of priority: first, to
reimburse the Servicer or any Subservicer for any related unreimbursed Servicing
Advances, pursuant to Section 3.11 or 3.17; second, to accrued and unpaid
interest on the Mortgage Loan or REO Imputed Interest, at the Mortgage Rate, to
the date of the liquidation or REO Disposition, or to the Due Date prior to the
Remittance Date on which such amounts are to be distributed if not in connection
with a liquidation or REO Disposition; third, to reimburse the Servicer for any
related unreimbursed P&I Advances, pursuant to Section 3.11; and fourth, as a
recovery of principal of the Mortgage Loan. If the amount of the recovery so
allocated to interest is less than a full recovery thereof, that amount will be
allocated as follows: first, to unpaid Servicing Fees; and second, as interest
at the Mortgage Rate (net of the Servicing Fee Rate). The portion of the
recovery so allocated to unpaid Servicing Fees shall be reimbursed to the
Servicer or any Subservicer pursuant to Section 3.11 or 3.17. The portions of
the recovery so allocated to interest at the Mortgage Rate (net of the Servicing
Fee Rate) and to principal of the Mortgage Loan shall be applied as follows:
first, to reimburse the Servicer or any Subservicer



                                      -57-
<PAGE>


for any related unreimbursed Servicing Advances in accordance with Section 3.11
or 3.17, and second, to the Trustee in accordance with the provisions of Section
4.02, subject to the last paragraph of Section 3.17 with respect to certain
excess recoveries from an REO Disposition.

                  Notwithstanding anything to the contrary contained herein, in
connection with a foreclosure or acceptance of a deed in lieu of foreclosure, in
the event the Servicer has received actual notice of, or has actual knowledge of
the presence of, hazardous or toxic substances or wastes on the related
Mortgaged Property, or if the Trustee otherwise requests, the Servicer shall
cause an environmental inspection or review of such Mortgaged Property to be
conducted by a qualified inspector. Upon completion of the inspection, the
Servicer shall promptly provide the Trustee and the Depositor with a written
report of the environmental inspection.

                  After reviewing the environmental inspection report, the
Depositor shall determine how the Servicer shall proceed with respect to the
Mortgaged Property. In the event (a) the environmental inspection report
indicates that the Mortgaged Property is contaminated by hazardous or toxic
substances or wastes and (b) the Depositor directs the Servicer to proceed with
foreclosure or acceptance of a deed in lieu of foreclosure, the Servicer shall
be reimbursed for all reasonable costs associated with such foreclosure or
acceptance of a deed in lieu of foreclosure and any related environmental
clean-up costs, as applicable, from the related Liquidation Proceeds, or if the
Liquidation Proceeds are insufficient to fully reimburse the Servicer, the
Servicer shall be entitled to be reimbursed from amounts in the Collection
Account pursuant to Section 3.11 hereof. In the event the Depositor directs the
Servicer not to proceed with foreclosure or acceptance of a deed in lieu of
foreclosure, the Servicer shall be reimbursed from general collections for all
Servicing Advances made with respect to the related Mortgaged Property from the
Collection Account pursuant to Section 3.11 hereof.

                  Section 3.16. Release of Mortgage Files. (a) Upon the payment
in full of any Mortgage Loan, or the receipt by the Servicer of a notification
that payment in full shall be escrowed in a manner customary for such purposes,
the Servicer will, within five (5) Business Days of the payment in full, notify
the Trustee by a certification (which certification shall include a statement to
the effect that all amounts received or to be received in connection with such
payment which are required to be deposited in the Collection Account pursuant to
Section 3.10 have been or will be so deposited) of a Servicing Officer and shall
request delivery to it of the Custodial File by submitting a Request for Release
to the Trustee. Upon receipt of such certification and Request for Release, the
Trustee shall promptly release the related Custodial File to the Servicer within
two (2) Business Days. No expenses incurred in connection with any instrument of
satisfaction or deed of reconveyance shall be chargeable to the Collection
Account.

                  (b) From time to time and as appropriate for the servicing or
foreclosure of any Mortgage Loan, including, for this purpose, collection under
any insurance policy relating to the Mortgage Loans, the Trustee shall, upon
request of the Servicer and delivery to the Trustee, of a Request for Release,
release the related Custodial File to the Servicer, and the Trustee shall, at
the direction of the Servicer, execute such documents as shall be necessary to
the prosecution of any such proceedings and the Servicer shall retain the
Mortgage File in trust for the benefit of the Trustee. Such Request for Release
shall obligate the Servicer to return each and every document previously
requested from the Custodial File to the Trustee when the need therefor by the
Servicer no longer exists, unless the Mortgage Loan has been liquidated and the
Liquidation



                                      -58-
<PAGE>


Proceeds relating to the Mortgage Loan have been deposited in the Collection
Account or the Mortgage File or such document has been delivered to an attorney,
or to a public trustee or other public official as required by law, for purposes
of initiating or pursuing legal action or other proceedings for the foreclosure
of the Mortgaged Property either judicially or non-judicially, and the Servicer
has delivered to the Trustee a certificate of a Servicing Officer certifying as
to the name and address of the Person to which such Mortgage File or such
document was delivered and the purpose or purposes of such delivery. Upon
receipt of a certificate of a Servicing Officer stating that such Mortgage Loan
was liquidated and that all amounts received or to be received in connection
with such liquidation that are required to be deposited into the Collection
Account have been so deposited, or that such Mortgage Loan has become an REO
Property, a copy of the Request for Release of Documents shall be released by
the Trustee to the Servicer or its designee.

                  Upon written certification of a Servicing Officer, the Trustee
shall execute and deliver to the Servicer copies of any court pleadings,
requests for trustee's sale or other documents reasonably necessary to the
foreclosure or trustee's sale in respect of a Mortgaged Property or to any legal
action brought to obtain judgment against any Mortgagor on the Mortgage Note or
Mortgage or to obtain a deficiency judgment, or to enforce any other remedies or
rights provided by the Mortgage Note or Mortgage or otherwise available at law
or in equity, or shall exercise and deliver to the Servicer a power of attorney
sufficient to authorize the Servicer to execute such documents on its behalf.
Each such certification shall include a request that such pleadings or documents
be executed by the Trustee and a statement as to the reason such documents or
pleadings are required and that the execution and delivery thereof by the
Trustee will not invalidate or otherwise affect the lien of the Mortgage, except
for the termination of such a lien upon completion of the foreclosure or
trustee's sale.

                  Section 3.17. Title, Conservation and Disposition of REO
Property. (a) This Section shall apply only to REO Properties acquired for the
account of the Trustee and shall not apply to any REO Property relating to a
Mortgage Loan which was purchased or repurchased from the Trustee pursuant to
any provision hereof. In the event that title to any such REO Property is
acquired, the deed or certificate of sale shall be issued to the Servicer, or to
its nominee, on behalf of the Trustee.

                  (b) The Servicer shall manage, conserve, protect and operate
each REO Property for the Trustee solely for the purpose of its prompt
disposition and sale. The Servicer, either itself or through an agent selected
by the Servicer, shall manage, conserve, protect and operate the REO Property in
the same manner that it manages, conserves, protects and operates other
foreclosed property for its own account, and in the same manner that similar
property in the same locality as the REO Property is managed. The Servicer shall
attempt to sell the same (and may temporarily rent the same for a period not
greater than one year, except as otherwise provided below) on such terms and
conditions as the Servicer deems to be in the best interest of the Trustee. The
Servicer shall notify the Trustee from time to time as to the status of each REO
Property.

                  (c) The Servicer shall use its best efforts to dispose of the
REO Property as soon as possible (subject to the Trustee's right to veto any
proposed sale of REO Property) and shall sell such REO Property in any event
within three years after title has been taken to such



                                      -59-
<PAGE>


REO Property. Notwithstanding its veto rights, the Trustee has no obligation
with respect to REO Dispositions.

                  (d) [Reserved].

                  (e) The Servicer shall segregate and hold all funds collected
and received in connection with the operation of any REO Property separate and
apart from its own funds and general assets and shall deposit such funds in the
Collection Account.

                  (f) The Servicer shall deposit net of reimbursement to the
Servicer for any related outstanding Servicing Advances and unpaid Servicing
Fees provided in Section 3.11 hereof, or cause to be deposited, on a daily basis
in the Collection Account all revenues received with respect to the related REO
Property and shall withdraw therefrom funds necessary for the proper operation,
management and maintenance of the REO Property.

                  (g) The Servicer, upon an REO Disposition, shall be entitled
to reimbursement for any related unreimbursed Servicing Advances as well as any
unpaid Servicing Fees from proceeds received in connection with the REO
Disposition, as further provided in Section 3.11.

                  (h) Any net proceeds from an REO Disposition which are in
excess of the unpaid principal balance of the related Mortgage Loan plus all
unpaid REO Imputed Interest thereon through the date of the REO Disposition
shall be retained by the Servicer as additional servicing compensation.

                  (i) The Servicer shall use its reasonable best efforts to
sell, or cause the Subservicer to sell, any REO Property as soon as possible,
but in no event later than the conclusion of the third calendar year beginning
after the year of its acquisition by the Lower Tier REMIC unless (i) the
Servicer applies for an extension of such period from the Internal Revenue
Service pursuant to the REMIC Provisions and Code Section 856(e)(3), in which
event such REO Property shall be sold within the applicable extension period, or
(ii) the Servicer obtains for the Trustee an Opinion of Counsel, addressed to
the Depositor, the Trustee and the Servicer, to the effect that the holding by
the Lower Tier REMIC of such REO Property subsequent to such period will not
result in the imposition of taxes on "prohibited transactions" as defined in
Section 860F of the Code or cause the Lower Tier REMIC or Upper Tier REMIC to
fail to qualify as a REMIC under the REMIC Provisions or comparable provisions
of relevant state laws at any time. The Servicer shall manage, conserve, protect
and operate each REO Property for the Trustee solely for the purpose of its
prompt disposition and sale in a manner which does not cause such REO Property
to fail to qualify as "foreclosure property" within the meaning of Section
860G(a)(8) or result in the receipt by the Lower Tier REMIC of any "income from
non-permitted assets" within the meaning of Section 860F(a)(2)(B) of the Code or
any "net income from foreclosure property" which is subject to taxation under
Section 860G(a)(1) of the Code. Pursuant to its efforts to sell such REO
Property, the Servicer shall either itself or through an agent selected by the
Servicer protect and conserve such REO Property in the same manner and to such
extent as is customary in the locality where such REO Property is located and
may, incident to its conservation and protection of the interests of the Trustee
on behalf of the Certificateholders, rent the same, or any part thereof, as the
Servicer deems to be in the best



                                      -60-
<PAGE>


interest of the Trustee on behalf of the Certificateholders for the period prior
to the sale of such REO Property; provided, however, that any rent received or
accrued with respect to such REO Property qualifies as "rents from real
property" as defined in Section 856(d) of the Code.

                  Section 3.18. Notification of Adjustments. With respect to
each Adjustable Rate Mortgage Loan, the Servicer shall adjust the Mortgage Rate
on the related Adjustment Date and shall adjust the Scheduled Payment on the
related mortgage payment adjustment date, if applicable, in compliance with the
requirements of applicable law and the related Mortgage and Mortgage Note. The
Servicer shall execute and deliver any and all necessary notices required under
applicable law and the terms of the related Mortgage Note and Mortgage regarding
the Mortgage Rate and Scheduled Payment adjustments. The Servicer shall
promptly, upon written request therefor, deliver to the Trustee such
notifications and any additional applicable data regarding such adjustments and
the methods used to calculate and implement such adjustments. Upon the discovery
by the Servicer or the receipt of notice from the Trustee that the Servicer has
failed to adjust a Mortgage Rate or Scheduled Payment in accordance with the
terms of the related Mortgage Note, the Servicer shall deposit in the Collection
Account from its own funds the amount of any interest loss caused as such
interest loss occurs.

                  Section 3.19. Access to Certain Documentation and Information
Regarding the Mortgage Loans. In the event the Servicer reasonably believes that
compliance with this Section will make the Mortgage Loans legal for investment
by federally insured savings and loan associations, the Servicer shall provide,
or cause the Subservicer to provide, to the Depositor, the Trustee, the OTS or
the FDIC and the examiners and supervisory agents thereof access to the
documentation regarding the Mortgage Loans in its possession required by
applicable regulations of the OTS. Such access shall be afforded without charge,
but only upon reasonable and prior written request and during normal business
hours at the offices of the Servicer, the Depositor, the Trustee or any
Subservicer. Nothing in this Section shall derogate from the obligation of any
such party to observe any applicable law prohibiting disclosure of information
regarding the Mortgagors and the failure of any such party to provide access as
provided in this Section as a result of such obligation shall not constitute a
breach of this Section .

                  Section 3.20. Documents, Records and Funds in Possession of
the Servicer to Be Held for the Trustee. The Servicer shall account fully to the
Trustee for any funds received by the Servicer or which otherwise are collected
by the Servicer as Liquidation Proceeds, Condemnation Proceeds or Insurance
Proceeds in respect of any Mortgage Loan. All Mortgage Files and funds collected
or held by, or under the control of, the Servicer in respect of any Mortgage
Loans, whether from the collection of principal and interest payments or from
Liquidation Proceeds, including, but not limited to, any funds on deposit in its
Collection Account, shall be held by the Servicer for and on behalf of the
Trustee and shall be and remain the sole and exclusive property of the Trustee,
subject to the applicable provisions of this Agreement. The Servicer also agrees
that it shall not create, incur or subject any Mortgage File or any funds that
are deposited in the Collection Account, the Distribution Account or any Escrow
Account, or any funds that otherwise are or may become due or payable to the
Trustee for the benefit of the Certificateholders, to any claim, lien, security
interest, judgment, levy, writ of attachment or other encumbrance, or assert by
legal action or otherwise any claim or right of setoff against any Mortgage File
or any funds collected on, or in connection with, a Mortgage



                                      -61-
<PAGE>


Loan, except, however, that the Servicer shall be entitled to set off against
and deduct from any such funds any amounts that are properly due and payable to
the Servicer under this Agreement.

                  Section 3.21. Servicing Compensation. (a) As compensation for
its activities hereunder, the Servicer shall, with respect to each Mortgage
Loan, be entitled to retain from deposits to the Collection Account and from
Liquidation Proceeds, Condemnation Proceeds, Insurance Proceeds and REO Proceeds
related to such Mortgage Loan, the Servicing Fee with respect to each Mortgage
Loan (less any portion of such amounts retained by any Subservicer). In
addition, the Servicer shall be entitled to recover unpaid Servicing Fees out of
related late collections to the extent permitted in Section 3.11. The right to
receive the Servicing Fee may not be transferred in whole or in part except in
connection with the transfer of all of the Servicer's responsibilities and
obligations under this Agreement; provided, however, that the Servicer may pay
from the Servicing Fee any amounts due to a Subservicer pursuant to a
Subservicing Agreement entered into under Section 3.02.

                  (b) Additional servicing compensation in the form of
assumption or modification fees, late payment charges, NSF fees, reconveyance
fees and other similar fees and charges (other than Prepayment Charges) shall be
retained by the Servicer only to the extent such fees or charges are received by
the Servicer. The Servicer shall also be entitled pursuant to Section
3.11(a)(iv) to withdraw from the Collection Account, and pursuant to Section
3.07(e), to direct the Trustee to withdraw from the Distribution Account and
remit to the Servicer (except for monies invested during the Trustee Float
Period), as additional servicing compensation, interest or other income earned
on deposits therein on its behalf.

                  (c) The Servicer shall be required to pay all expenses
incurred by it in connection with its servicing activities hereunder (including
payment of premiums for any blanket policy insuring against hazard losses
pursuant to Section 3.13, servicing compensation of the Subservicer to the
extent not retained by it and the fees and expenses of independent accountants
and any agents appointed by the Servicer), and shall not be entitled to
reimbursement therefor from the Trust Fund except as specifically provided in
Section 3.11.

                  Section 3.22. Annual Statement as to Compliance. The Servicer
will deliver or cause to be delivered to the Depositor, the Rating Agencies and
the Trustee on or before March 1st of each calendar year, commencing in 2004, an
Officer's Certificate stating, as to each signatory thereof, that (i) a review
of the activities of the Servicer during the preceding calendar year and of
performance under this Agreement or a similar agreement has been made under such
officers' supervision, and (ii) to the best of such officers' knowledge, based
on such review, the Servicer has fulfilled all of its obligations under this
Agreement throughout such year, or, if there has been a default in the
fulfillment of any such obligation, specifying each such default known to such
officers and the nature and status thereof. Promptly after receipt of such
Officer's Certificate, the Depositor shall review such Officer's Certificate
and, if applicable, consult with the Servicer as the to the nature of any
defaults by the Servicer in the fulfillment of any of the Servicer's
obligations.

                  Section 3.23. Annual Independent Public Accountants' Servicing
Statement; Financial Statements. Not later than March 1st of each calendar year
commencing in 2004, the Servicer, at its expense, shall cause a nationally
recognized firm of independent certified public



                                      -62-
<PAGE>


accountants to furnish to the Depositor, the Servicer, the Rating Agencies and
the Trustee a report stating that (i) it has obtained a letter of representation
regarding certain matters from the management of the Servicer which includes an
assertion that the Servicer has complied with certain minimum residential
mortgage loan servicing standards, identified in the Uniform Single Attestation
Program for Mortgage Bankers established by the Mortgage Bankers Association of
America, with respect to the servicing of residential mortgage loans during the
most recently completed fiscal year and (ii) on the basis of an examination
conducted by such firm in accordance with standards established by the American
Institute of Certified Public Accountants, such representation is fairly stated
in all material respects, subject to such exceptions and other qualifications
that may be appropriate. In rendering its report such firm may rely, as to
matters relating to the direct servicing of residential mortgage loans by
Subservicers, upon comparable reports of firms of independent certified public
accountants rendered on the basis of examinations conducted in accordance with
the same standards (rendered within one year of such report) with respect to
those Subservicers. Promptly after receipt of such report, the Depositor shall
review such report and, if applicable, consult with the Servicer as to the
nature of any defaults by the Servicer in the fulfillment of any of the
Servicer's obligations.

                  Section 3.24. Trustee to Act as Servicer. (a) Subject to
Section 7.02, in the event that the Servicer shall for any reason no longer be
the Servicer hereunder (including by reason of an Event of Default), the Trustee
or its successor shall thereupon assume all of the rights and obligations of the
Servicer hereunder arising thereafter (except that the Trustee shall not be (i)
liable for losses of the predecessor Servicer pursuant to Section 3.10 or any
acts or omissions of the predecessor Servicer hereunder), (ii) obligated to
effectuate repurchases or substitutions of Mortgage Loans hereunder, including
but not limited to repurchases or substitutions pursuant to Section 2.03, (iii)
responsible for expenses of the predecessor Servicer pursuant to Section 2.03 or
(iv) deemed to have made any representations and warranties of the Servicer
hereunder. Any such assumption shall be subject to Section 7.02.

                  (b) Every Subservicing Agreement entered into by the Servicer
shall contain a provision giving the successor Servicer the option to terminate
such agreement in the event a successor Servicer is appointed.

                  (c) If the Servicer shall for any reason no longer be the
Servicer (including by reason of any Event of Default), the Trustee (or any
other successor Servicer) may, at its option, succeed to any rights and
obligations of the Servicer under any Subservicing Agreement in accordance with
the terms thereof; provided, that the Trustee (or any other successor Servicer)
shall not incur any liability or have any obligations in its capacity as
successor Servicer under a Subservicing Agreement arising prior to the date of
such succession unless it expressly elects to succeed to the rights and
obligations of the Servicer thereunder; and the Servicer shall not thereby be
relieved of any liability or obligations under the Subservicing Agreement
arising prior to the date of such succession.

                  (d) The Servicer shall, upon request of the Trustee, but at
the expense of the Servicer, deliver to the assuming party all documents and
records relating to each Subservicing Agreement (if any) and the Mortgage Loans
then being serviced thereunder and an accounting of amounts collected and held
by it and otherwise use its best efforts to effect the orderly and efficient
transfer of the Subservicing Agreement to the assuming party.



                                      -63-
<PAGE>


                  Section 3.25. Compensating Interest. The Servicer shall remit
to the Trustee on each Remittance Date an amount from its own funds equal to the
Compensating Interest payable by the Servicer on such Remittance Date.

                  Section 3.26. Credit Reporting; Gramm-Leach-Bliley Act. (a)
With respect to each Mortgage Loan, the Servicer agrees to fully furnish, in
accordance with the Fair Credit Reporting Act and its implementing regulations,
accurate and complete information (e.g., favorable and unfavorable) on its
borrower credit files to Equifax, Experian and TransUnion Credit Information
Company (three of the credit repositories) on a monthly basis.

                  (b) The Servicer shall comply with Title V of the
Gramm-Leach-Bliley Act of 1999 and all applicable regulations promulgated
thereunder, relating to the Mortgage Loans and the related borrowers and shall
provide all required notices thereunder.


                                   ARTICLE IV

                                DISTRIBUTIONS AND
                            ADVANCES BY THE SERVICER

                  Section 4.01. Advances. (a) The amount of P&I Advances to be
made by the Servicer for any Remittance Date shall equal, subject to Section
4.01(c), the sum of (i) the aggregate amount of Scheduled Payments (with each
interest portion thereof net of the related Servicing Fee), due during the Due
Period immediately preceding such Remittance Date in respect of the Mortgage
Loans, which Scheduled Payments were not received as of the close of business on
the related Determination Date, plus (ii) with respect to each REO Property,
which REO Property was acquired during or prior to the related Prepayment Period
and as to which such REO Property an REO Disposition did not occur during the
related Prepayment Period, an amount equal to the excess, if any, of the
Scheduled Payments (with each interest portion thereof net of the related
Servicing Fee) that would have been due on the related Due Date in respect of
the related Mortgage Loans, over the net income from such REO Property
transferred to the Collection Account for distribution on such Remittance Date.

                  (b) On the Remittance Date, the Servicer shall remit in
immediately available funds to the Trustee an amount equal to the aggregate
amount of P&I Advances, if any, to be made in respect of the Mortgage Loans and
REO Properties for the related Remittance Date either (i) from its own funds or
(ii) from the Collection Account, to the extent of funds held therein for future
distribution (in which case, it will cause to be made an appropriate entry in
the records of Collection Account that Amounts Held for Future Distribution have
been, as permitted by this Section 4.01, used by the Servicer in discharge of
any such P&I Advance) or (iii) in the form of any combination of (i) and (ii)
aggregating the total amount of P&I Advances to be made by the Servicer with
respect to the Mortgage Loans and REO Properties. Any Amounts Held for Future
Distribution and so used shall be appropriately reflected in the Servicer's
records and replaced by the Servicer by deposit in the Collection Account on or
before any future Remittance Date to the extent required.

                  (c) The obligation of the Servicer to make such P&I Advances
is mandatory, notwithstanding any other provision of this Agreement but subject
to (d) below, and, with respect



                                      -64-
<PAGE>


to any Mortgage Loan or REO Property, shall continue until a Final Recovery
Determination in connection therewith or the removal thereof from coverage under
this Agreement, except as otherwise provided in this Section.

                  (d) Notwithstanding anything herein to the contrary, no P&I
Advance or Servicing Advance shall be required to be made hereunder by the
Servicer if such P&I Advance or Servicing Advance would, if made, constitute a
Nonrecoverable P&I Advance or Nonrecoverable Servicing Advance. The
determination by the Servicer that it has made a Nonrecoverable P&I Advance or a
Nonrecoverable Servicing Advance or that any proposed P&I Advance or Servicing
Advance, if made, would constitute a Nonrecoverable P&I Advance or a
Nonrecoverable Servicing Advance, respectively, shall be evidenced by an
Officer's Certificate of the Servicer delivered to the Trustee.

                  (e) Except as otherwise provided herein, the Servicer shall be
entitled to reimbursement pursuant to Section 3.11 hereof for Servicing Advances
from recoveries from the related Mortgagor or from all Liquidation Proceeds and
other payments or recoveries (including Insurance Proceeds and Condemnation
Proceeds) with respect to the related Mortgage Loan.

                  Section 4.02. Priorities of Distribution. (a) On each
Distribution Date, the Trustee will make the disbursements and transfers from
amounts then on deposit in the Distribution Account in the following order of
priority and to the extent of the Available Funds remaining:

                  (i) to the holders of each Class of Certificates in the
          following order of priority:

                      (A) to the Class A-1 Certificates, Class A-2 Certificates
                  and Class A-3 Certificates, the related Accrued Certificate
                  Interest Distribution Amount and any Unpaid Interest Amounts
                  for such Distribution Date, in each case pursuant to the
                  allocation set forth in clauses (iv) and (v) of this Section
                  4.02(a);

                      (B) to the Class M-1 Certificates, the Accrued Certificate
                  Interest Distribution Amount for such Class on such
                  Distribution Date;

                      (C) to the Class M-2 Certificates, the Accrued Certificate
                  Interest Distribution Amount for such Class on such
                  Distribution Date;

                      (D) to the Class M-3 Certificates, the Accrued Certificate
                  Interest Distribution Amount for such Class on such
                  Distribution Date;

                      (E) to the Class B-1 Certificates, the Accrued Certificate
                  Interest Distribution Amount for such Class on such
                  Distribution Date;

                      (F) the Class B-2 Certificates, the Accrued Certificate
                  Interest Distribution Amount for such Class on such
                  Distribution Date; and

                      (G) the Class B-3 Certificates, the Accrued Certificate
                  Interest Distribution Amount for such Class on such
                  Distribution Date;



                                      -65-
<PAGE>


                  (ii) (A) on each Distribution Date (a) before the related
          Stepdown Date or (b) with respect to which a Trigger Event is in
          effect, to the holders of the related Class or Classes of LIBOR
          Certificates then entitled to distributions of principal as set forth
          below, from amounts remaining on deposit in the Distribution Account
          after making distributions pursuant to clause (i) above, an amount
          equal to the Principal Distribution Amount in the following order of
          priority:

                      (a) to the Class A-1, Class A-2 and Class A-3
                  Certificates, allocated as described in Section 4.02(c), until
                  the respective Class Certificate Balances thereof are reduced
                  to zero; and

                      (b) sequentially to the Class M-1, Class M-2, Class M-3,
                  Class B-1, Class B-2 and Class B-3 Certificates, in that
                  order, until the respective Class Certificate Balances are
                  reduced to zero;

                  (B) on each Distribution Date (a) on and after the related
          Stepdown Date and (b) as long as a Trigger Event is not in effect, to
          the holders of the related Class or Classes of LIBOR Certificates then
          entitled to distribution of principal, from amounts remaining on
          deposit in the Distribution Account after making distributions
          pursuant to clause (i) above, an amount equal to, in the aggregate,
          the Principal Distribution Amount in the following amounts and order
          of priority:

                      (a) to the Class A Certificates, the lesser of (x) the
                  Principal Distribution Amount and (y) the Class A Principal
                  Distribution Amount, allocated as described in Section
                  4.02(c), until the respective Class Certificate Balances
                  thereof are reduced to zero;

                      (b) to the Class M-1 Certificates, the lesser of (x) the
                  excess of (i) the Principal Distribution Amount over (ii) the
                  amount distributed to the Class A Certificateholders in clause
                  (ii)(B)(a) above and (y) the Class M-1 Principal Distribution
                  Amount, until the Class Certificate Balance thereof has been
                  reduced to zero;

                      (c) to the Class M-2 Certificates, the lesser of (x) the
                  excess of (i) the Principal Distribution Amount over (ii) the
                  amount distributed to the Class A Certificateholders in clause
                  (ii)(B)(a) above and to the Class M-1 Certificates in clause
                  (ii)(B)(b) above and (y) the Class M-2 Principal Distribution
                  Amount, until the Class Certificate Balance thereof has been
                  reduced to zero;

                      (d) to the Class M-3 Certificates, the lesser of (x) the
                  excess of (i) the Principal Distribution Amount over (ii) the
                  amount distributed to the Class A Certificateholders in clause
                  (ii)(B)(a) above, to the Class M-1 Certificates in clause
                  (ii)(B)(b) above, and to the Class M-2 Certificates in clause
                  (ii)(B)(c) above and (y) the Class M-3 Principal Distribution
                  Amount, until the Class Certificate Balance thereof has been
                  reduced to zero;

                      (e) to the Class B-1 Certificates, the lesser of (x) the
                  excess of (i) the Principal Distribution Amount over (ii) the
                  amount distributed to the Class A



                                      -66-
<PAGE>


                  Certificateholders in clause (ii)(B)(a) above, to the Class
                  M-1 Certificates in clause (ii)(B)(b) above, to the Class
                  M-2 Certificates in clause (ii)(B)(c) and, and to the Class
                  M-3 Certificates in clause (ii)(B)(d) above, and (y) the
                  Class B-1 Principal Distribution Amount, until the Class
                  Certificate Balance thereof has been reduced to zero;

                      (f) to the Class B-2 Certificates, the lesser of (x) the
                  excess of (i) the Principal Distribution Amount over (ii) the
                  amount distributed to the Class A Certificateholders in clause
                  (ii)(B)(a) above, to the Class M-1 Certificates in clause
                  (ii)(B)(b) above, to the Class M-2 Certificates in clause
                  (ii)(B)(c) above, to the Class M-3 Certificates in clause
                  (ii)(B)(d) above and to the Class B-1 Certificates in clause
                  (ii)(B)(e) above and (y) the Class B-2 Principal Distribution
                  Amount, until the Class Certificate Balance thereof has been
                  reduced to zero; and

                      (g) to the Class B-3 Certificates, the lesser of (x) the
                  excess of (i) the Principal Distribution Amount over (ii) the
                  amount distributed to the Class A Certificateholders in clause
                  (ii)(B)(a) above, to the Class M-1 Certificates in clause
                  (ii)(B)(b) above, to the Class M-2 Certificates in clause
                  (ii)(B)(c) above, to the Class M-3 Certificates in clause
                  (ii)(B)(d) above, to the Class B-1 Certificates in clause
                  (ii)(B)(e) above and to the Class B-2 Certificates in clause
                  (ii)(B)(f) above and (y) the Class B-3 Principal Distribution
                  Amount, until the Class Certificate Balance thereof has been
                  reduced to zero;

                  (iii) any amount remaining after the distributions in clauses
          (i) and (ii) above, plus as specifically indicated below, from amounts
          on deposit in the Excess Reserve Fund Account, shall be distributed in
          the following order of priority:

                      (A) to the holders of the Class M-1 Certificates, any
                  Unpaid Interest Amounts for such Class;

                      (B) to the holders of the Class M-1 Certificates, any
                  Unpaid Realized Loss Amount for such Class;

                      (C) to the holders of the Class M-2 Certificates, any
                  Unpaid Interest Amounts for such Class;

                      (D) to the holders of the Class M-2 Certificates, any
                  Unpaid Realized Loss Amount for such Class;

                      (E) to the holders of the Class M-3 Certificates, any
                  Unpaid Interest Amounts for such Class;

                      (F) to the holders of the Class M-3 Certificates, any
                  Unpaid Realized Loss Amount for such Class;

                      (G) to the holders of the Class B-1 Certificates, any
                  Unpaid Interest Amounts for such Class;



                                      -67-
<PAGE>


                      (H) to the holders of the Class B-1 Certificates, any
                  Unpaid Realized Loss Amount for such Class;

                      (I) to the holders of the Class B-2 Certificates, any
                  Unpaid Interest Amounts for such Class;

                      (J) to the holders of the Class B-2 Certificates, any
                  Unpaid Realized Loss Amount for such Class;

                      (K) to the holders of the Class B-3 Certificates, any
                  Unpaid Interest Amounts for such Class;

                      (L) to the holders of the Class B-3 Certificates, any
                  Unpaid Realized Loss Amount for such Class;

                      (M) to the Excess Reserve Fund Account, the amount of any
                  Basis Risk Payment for such Distribution Date;

                      (N) from funds on deposit in the Excess Reserve Fund
                  Account (not including any Interest Rate Cap Payment included
                  in such account) with respect to such Distribution Date, an
                  amount equal to any Basis Risk CarryForward Amount with
                  respect to any LIBOR Certificate for such Distribution Date to
                  the LIBOR Certificates in the same order and priority in which
                  the Accrued Certificate Interest Distribution Amount is
                  allocated among such Classes of Certificates;

                      (O) from any Interest Rate Cap Payments on deposit in the
                  Excess Reserve Fund Account with respect to such Distribution
                  Date, an amount equal to any unpaid remaining Basis Risk
                  CarryForward Amount with respect to the Class A-2 Certificates
                  for such Distribution Date (after giving effect to
                  distributions pursuant to clause (N) above) to the Class A-2
                  Certificates, allocated between such Classes of Certificates
                  pro rata, based upon their respective Class Certificate
                  Balances;

                      (P) to the holders of the Class X Certificates, the
                  remainder of the Class X Distributable Amount and any
                  remaining Interest Rate Cap Payments not distributed pursuant
                  to Sections 4.02(a)(iii)(A)-(O); and

                      (Q) to the holders of the Class R Certificates, any
                  remaining amount;

                  (iv) Solely for purposes of interest allocation calculations,
          the portion of the interest component of Available Funds attributable
          to Group I Mortgage Loans will be allocated:

                      (a) first, to the Class A-1 Certificates, the Accrued
                  Certificate Interest Distribution Amount and any Unpaid
                  Interest Amounts for the Class A-1 Certificates; and


                                      -68-
<PAGE>


                      (b) second, to the Class A-2 and Class A-3 Certificates,
                  pro rata, the Accrued Certificate Interest Distribution Amount
                  and any Unpaid Interest Amounts for the Class A-2 and Class
                  A-3 Certificates, respectively, to the extent not otherwise
                  previously paid, with respect to the Class A-2 Certificates,
                  from the interest component of Available Funds attributable to
                  Group II Mortgage Loans and with respect to the Class A-3
                  Certificates, from the interest component of Available Funds
                  attributable to Group III Mortgage Loans;

                  (v) Solely for purposes of interest allocation calculations,
          the portion of the interest component of Available Funds attributable
          to Group II Mortgage Loans will be allocated:

                      (a) first, to the Class A-2 Certificates, the Accrued
                  Certificate Interest Distribution Amount and any Unpaid
                  Interest Amounts for the Class A-2 Certificates; and

                      (b) second, to the Class A-1 and Class A-3, pro rata, the
                  Accrued Certificate Interest Distribution Amount and any
                  Unpaid Interest Amounts for the Class A-1 and Class A-3
                  Certificates, respectively, to the extent not otherwise
                  previously paid, with respect to the Class A-1 Certificates,
                  from the interest component of Available Funds attributable to
                  Group I Mortgage Loans and with respect to the Class A-3
                  Certificates, from the interest component of Available Funds
                  attributable to Group III Mortgage Loans; and

                  (vi) Solely for purposes of interest allocation calculations,
          the portion of the interest component of Available Funds attributable
          to Group III Mortgage Loans will be allocated:

                      (a) first, to the Class A-3 Certificates, the Accrued
                  Certificate Interest Distribution Amount and any Unpaid
                  Interest Amounts for the Class A-3 Certificates; and

                      (b) second, to the Class A-1 and Class A-2, pro rata, the
                  Accrued Certificate Interest Distribution Amount and any
                  Unpaid Interest Amounts for the Class A-1 and Class A-2
                  Certificates, respectively, to the extent not otherwise
                  previously paid, with respect to the Class A-1 Certificates,
                  from the interest component of Available Funds attributable to
                  Group I Mortgage Loans and with respect to the Class A-2
                  Certificates, from the interest component of Available Funds
                  attributable to Group II Mortgage Loans.

                  If on any Distribution Date, as a result of the foregoing
allocation rules, any Class of Class A Certificates does not receive the related
Accrued Certificate Interest Distribution Amount or the related Unpaid Interest
Amounts, if any, then that unpaid amount will be recoverable by the holders of
that class, with interest thereon, on future Distribution Dates, as Unpaid
Interest Amounts, subject to the priorities described above.


                                      -69-
<PAGE>


                  (b) On each Distribution Date, all amounts representing
Prepayment Charges from the Mortgage Loans received during the related
Prepayment Period will be distributed to the holders of the Class P
Certificates.

                  (c) All principal distributions to the holders of the Class A
Certificates on any Distribution Date shall be allocated among the Class A-1
Certificates, the Class A-2 Certificates and the Class A-3 Certificates on a pro
rata basis based on the Class A Principal Allocation Percentage for each of
those Classes for such Distribution Date; provided, however, that (a) if the
Class Certificate Balance of the Class A-1 Certificates is reduced to zero, then
the remaining amount of principal distributions distributable to the Class A-1
Certificates on such Distribution Date, and the amount of those principal
distributions distributable on all subsequent Distribution Dates, shall be
distributed to the holders of the Class A-2 Certificates and the Class A-3
Certificates remaining outstanding on a pro rata basis, based on their
respective Class Certificate Balances as of the Closing Date, until the Class
Certificate Balance of the Class A-2 Certificates and Class A-3 Certificates
have been reduced to zero, (b) if the Class Certificate Balance of the Class A-2
Certificates is reduced to zero, then the remaining amount of principal
distributions distributable to the Class A-2 Certificates on such Distribution
Date, and the amount of those principal distributions distributable on all
subsequent Distribution Dates, shall be distributed to the holders of the Class
A-1 Certificates and the Class A-3 Certificates remaining outstanding on a pro
rata basis, based on their respective Class Certificate Balances as of the
Closing Date, until the Class Certificate Balance of the Class A-1 Certificates
and Class A-3 Certificates have been reduced to zero and (c) if the Class
Certificate Balance of the Class A-3 Certificates is reduced to zero, then the
remaining amount of principal distributions distributable to the Class A-3
Certificates on such Distribution Date, and the amount of those principal
distributions distributable on all subsequent Distribution Dates, shall be
distributed to the holders of the Class A-1 Certificates and the Class A-2
Certificates remaining outstanding on a pro rata basis, based on their
respective Class Certificate Balances as of the Closing Date, until the Class
Certificate Balance of the Class A-1 Certificates and Class A-2 Certificates
have been reduced to zero. Any payments of principal to the Class A-1
Certificates shall be made first from Available Funds relating to the Group I
Mortgage Loans. Any payments of principal to the Class A-2 Certificates shall be
made first from Available Funds relating to the Group II Mortgage Loans. Any
payments of principal to the Class A-3 Certificates shall be made first from
Available Funds relating to the Group III Mortgage Loans.

                  (d) On any Distribution Date, any Relief Act Shortfalls and
Net Prepayment Interest Shortfalls for such Distribution Date will be allocated
as a reduction in the following order:

                  (1)   First, to the amount of interest payable to the Class X
                        Certificates; and

                  (2)   Second, pro rata, as a reduction of the Accrued
                        Certificate Interest for the Class A, Class M and Class
                        B Certificates, based on the amount of interest to which
                        such classes would otherwise be entitled.

                  Section 4.03. Monthly Statements to Certificateholders. (a)
Not later than each Distribution Date, the Trustee shall make available to each
Certificateholder, the Servicer, the

                                      -70-

<PAGE>


Depositor and each Rating Agency a statement setting forth with respect to the
related distribution:

                  (i)   the amount thereof allocable to principal, separately
          identifying the aggregate amount of any Principal Prepayments and
          Liquidation Proceeds included therein;

                  (ii)  the amount thereof allocable to interest, any Unpaid
          Interest Amounts included in such distribution and any remaining
          Unpaid Interest Amounts after giving effect to such distribution, any
          Basis Risk CarryForward Amount for such Distribution Date and the
          amount of all Basis Risk CarryForward Amount covered by withdrawals
          from the Excess Reserve Fund Account on such Distribution Date;

                  (iii) if the distribution to the Holders of such Class of
          Certificates is less than the full amount that would be distributable
          to such Holders if there were sufficient funds available therefor, the
          amount of the shortfall and the allocation thereof as between
          principal and interest, including any Basis Risk CarryForward Amount
          not covered by amounts in the Excess Reserve Fund Account;

                  (iv)  the Class Certificate Balance of each Class of
          Certificates after giving effect to the distribution of principal on
          such Distribution Date;

                  (v)   the Pool Stated Principal Balance for the following
          Distribution Date;

                  (vi) the amount of the Servicing Fees paid to or retained by
          the Servicer or Subservicer (with respect to the Subservicers, in the
          aggregate) with respect to such Distribution Date;

                  (vii) the Pass-Through Rate for each such Class of
          Certificates with respect to such Distribution Date;

                  (viii) the amount of P&I Advances included in the distribution
          on such Distribution Date and the aggregate amount of P&I Advances
          reported by the Servicer as outstanding as of the close of business on
          the last Business Day of the immediately preceding month;

                  (ix) the number and aggregate outstanding principal balances
          of Mortgage Loans (1) as to which the Scheduled Payment is delinquent
          31 to 60 days, 61 to 90 days and 91 or more days, (2) that have become
          REO Property, (3) that are in foreclosure and (4) that are in
          bankruptcy, in each case as of the close of business on the last
          Business Day of the immediately preceding month;

                  (x) For each of the preceding 12 calendar months, or all
          calendar months since the related Cut-off Date, whichever is less, the
          aggregate dollar amount of the Scheduled Payments (A) due on all
          Outstanding Mortgage Loans on each of the Due Dates in each such month
          and (B) delinquent 60 days or more on each of the Due Dates in each
          such month;



                                      -71-
<PAGE>


                  (xi) with respect to any Mortgage Loan that became an REO
          Property during the preceding calendar month, the loan number and
          Stated Principal Balance of such Mortgage Loan as of the close of
          business on the Determination Date preceding such Distribution Date
          and the date of acquisition thereof;

                  (xii) the total number and aggregate principal balance of any
          REO Properties (and market value, if available) as of the close of
          business on the Determination Date preceding such Distribution Date;

                  (xiii) whether a Trigger Event has occurred and is continuing
          (including the calculation of thereof and the aggregate outstanding
          balance of all 60+ Day Delinquent Mortgage Loans);

                  (xiv) the amount on deposit in the Excess Reserve Fund Account
          (after giving effect to distributions on such Distribution Date);

                  (xv) the aggregate amount of Applied Realized Loss Amounts
          incurred during the preceding calendar month and aggregate Applied
          Realized Loss Amounts through such Distribution Date;

                  (xvi) the amount of any Net Monthly Excess Cash Flow on such
          Distribution Date and the allocation thereof to the Certificateholders
          with respect to Applied Realized Losses and Unpaid Interest Amounts;

                  (xvii) the Subordinated Amount and Required Subordinated
          Amount;

                  (xviii) Prepayment Charges collected by Servicer;

                  (xix) the Interest Rate Cap Payment, if any, for such
          Distribution Date; and

                  (xx) the Cumulative Loss Percentage.

                  (b) The Trustee's responsibility for providing the above
statement to the Certificateholders, each Rating Agency, the Servicer and the
Depositor is limited to the availability, timeliness and accuracy of the
information derived from the Servicer. The Trustee will provide the above
statement via the Trustee's internet website. The Trustee's website will
initially be located at https:\\www.corporatetrust.db.com and assistance in
using the website can be obtained by calling the Trustee's investor relations
desk at 1-800-735-7777. A paper copy of the statement will also be made
available upon request.

                  (c) Within a reasonable period of time after the end of each
calendar year, the Trustee shall cause to be furnished to each Person who at any
time during the calendar year was a Certificateholder, a statement containing
the information set forth in clauses (a)(i), (a)(ii) and (a)(vii) of this
Section 4.03 aggregated for such calendar year or applicable portion thereof
during which such Person was a Certificateholder. Such obligation of the Trustee
shall be deemed to have been satisfied to the extent that substantially
comparable information shall be provided by the Trustee pursuant to any
requirements of the Code as from time to time in effect.


                                      -72-
<PAGE>


                  (d) Not later than the Determination Date, the Servicer shall
furnish to the Trustee a monthly remittance advice statement (in a format
mutually agreed upon by the Servicer and the Trustee) containing such
information as shall be reasonably requested by the Trustee to enable the
Trustee to provide the reports required by Section 4.03(a) as to the
accompanying remittance and the period ending on the close of business on the
last Business Day of the immediately preceding month (the "Servicer Remittance
Report").

                  The Servicer shall furnish to the Trustee an individual loan
accounting report, as of the related Determination Date, to document Mortgage
Loan payment activity on an individual Mortgage Loan basis. With respect to each
month, the corresponding individual loan accounting report (in electronic
format) shall be received by the Trustee no later than the related Determination
Date, which report shall contain the following:

                  (i) with respect to each Scheduled Payment, the amount of such
          remittance allocable to principal (including a separate breakdown of
          any Principal Prepayment, including the date of such prepayment, and
          any Prepayment Charges, along with a detailed report of interest on
          principal prepayment amounts remitted in accordance with Section
          3.25);

                  (ii) with respect to each Scheduled Payment, the amount of
          such remittance allocable to interest;

                  (iii) the amount of servicing compensation received by the
          Servicer during the prior distribution period;

                  (iv) the individual and aggregate Stated Principal Balance of
          the Mortgage Loans;

                  (v) the aggregate of any expenses reimbursed to the Servicer
          during the prior distribution period pursuant to Section 3.11; and

                  (vi) the number and aggregate outstanding principal balances
          of Mortgage Loans (a) delinquent (1) 31 to 60 days, (2) 61 to 90 days,
          (3) 91 days or more; (b) as to which foreclosure has commenced; and
          (c) as to which REO Property has been acquired.

                  Section 4.04. Certain Matters Relating to the Determination of
LIBOR. LIBOR shall be calculated in accordance with the definition of LIBOR.
Until all of the LIBOR Certificates are paid in full, the Trustee will at all
times retain at least four Reference Banks for the purpose of determining LIBOR
with respect to each LIBOR Determination Date. The Trustee initially shall
designate the Reference Banks (after consultation with the Depositor). Each
"Reference Bank" shall be a leading bank engaged in transactions in Eurodollar
deposits in the international Eurocurrency market, shall not control, be
controlled by, or be under common control with, the Trustee and shall have an
established place of business in London. If any such Reference Bank should be
unwilling or unable to act as such or if the Trustee should terminate its
appointment as Reference Bank, the Trustee shall promptly appoint or cause to be
appointed another Reference Bank (after consultation with the Depositor). The
Trustee shall have no liability or responsibility to any Person for (i) the
selection of any Reference Bank for purposes



                                      -73-
<PAGE>



of determining LIBOR or (ii) any inability to retain at least four Reference
Banks which is caused by circumstances beyond its reasonable control.

                  (i) The Pass-Through Rate for each Class of LIBOR Certificates
          for each Interest Accrual Period shall be determined by the Trustee on
          each LIBOR Determination Date so long as the LIBOR Certificates are
          outstanding on the basis of LIBOR and the respective formulae
          appearing in footnotes corresponding to the LIBOR Certificates in the
          table relating to the Certificates in the Preliminary Statement. The
          Trustee shall not have any liability or responsibility to any Person
          for its inability, following a good-faith reasonable effort, to obtain
          quotations from the Reference Banks or to determine the arithmetic
          mean referred to in the definition of LIBOR, all as provided for in
          this Section 4.04 and the definition of LIBOR. The establishment of
          LIBOR and each Pass-Through Rate for the LIBOR Certificates by the
          Trustee shall (in the absence of manifest error) be final, conclusive
          and binding upon each Holder of a Certificate and the Trustee.

                  Section 4.05. Allocation of Applied Realized Loss Amounts. Any
Applied Realized Loss Amounts will be allocated to the most junior Class of
Subordinate Certificates then outstanding in reduction of the Class Certificate
Balance thereof.


                                   ARTICLE V

                                THE CERTIFICATES

                  Section 5.01. The Certificates. The Certificates shall be
substantially in the forms attached hereto as exhibits. The Certificates shall
be issuable in registered form, in the minimum denominations, integral multiples
in excess thereof (except that one Certificate in each Class may be issued in a
different amount which must be in excess of the applicable minimum denomination)
and aggregate denominations per Class set forth in the Preliminary Statement.

                  The Depositor hereby directs the Trustee to register the Class
X Certificates and the Class P Certificates as follows: "Deutsche Bank National
Trust Company, as Indenture Trustee on behalf of the Noteholders of the Morgan
Stanley Dean Witter Capital I Inc. NIM Trust 2003-NC3N", and to deliver such
Class X Certificates and Class P Certificates to Deutsche Bank National Trust
Company, as trustee of the NIM Trust.

                  Subject to Section 9.02 respecting the final distribution on
the Certificates, on each Distribution Date the Trustee shall make distributions
to each Certificateholder of record on the preceding Record Date either (x) by
wire transfer in immediately available funds to the account of such holder at a
bank or other entity having appropriate facilities therefor, if such Holder has
so notified the Trustee at least five Business Days prior to the related Record
Date or (y) by check mailed by first class mail to such Certificateholder at the
address of such holder appearing in the Certificate Register.

                  The Certificates shall be executed by manual or facsimile
signature on behalf of the Trustee by an authorized officer. Certificates
bearing the manual or facsimile signatures of individuals who were, at the time
such signatures were affixed, authorized to sign on behalf of the Trustee shall
bind the Trustee, notwithstanding that such individuals or any of them have
ceased to be so authorized prior to the countersignature and delivery of any




                                      -74-
<PAGE>


such Certificates or did not hold such offices at the date of such Certificate.
No Certificate shall be entitled to any benefit under this Agreement, or be
valid for any purpose, unless countersigned by the Trustee by manual signature,
and such countersignature upon any Certificate shall be conclusive evidence, and
the only evidence, that such Certificate has been duly executed and delivered
hereunder. All Certificates shall be dated the date of their countersignature.
On the Closing Date, the Trustee shall countersign the Certificates to be issued
at the direction of the Depositor, or any affiliate thereof.

                  The Depositor shall provide, or cause to be provided, to the
Trustee on a continuous basis, an adequate inventory of Certificates to
facilitate transfers.

                  Section 5.02. Certificate Register; Registration of Transfer
and Exchange of Certificates. (a) The Trustee shall maintain, or cause to be
maintained in accordance with the provisions of Section 5.06, a Certificate
Register for the Trust Fund in which, subject to the provisions of subsections
(b) and (c) below and to such reasonable regulations as it may prescribe, the
Trustee shall provide for the registration of Certificates and of transfers and
exchanges of Certificates as herein provided. Upon surrender for registration of
transfer of any Certificate, the Trustee shall execute and deliver, in the name
of the designated transferee or transferees, one or more new Certificates of the
same Class and aggregate Percentage Interest.

                  At the option of a Certificateholder, Certificates may be
exchanged for other Certificates of the same Class in authorized denominations
and evidencing the same aggregate Percentage Interest upon surrender of the
Certificates to be exchanged at the office or agency of the Trustee. Whenever
any Certificates are so surrendered for exchange, the Trustee shall execute,
authenticate, and deliver the Certificates which the Certificateholder making
the exchange is entitled to receive. Every Certificate presented or surrendered
for registration of transfer or exchange shall be accompanied by a written
instrument of transfer in form satisfactory to the Trustee duly executed by the
holder thereof or his attorney duly authorized in writing.

                  No service charge to the Certificateholders shall be made for
any registration of transfer or exchange of Certificates, but payment of a sum
sufficient to cover any tax or governmental charge that may be imposed in
connection with any transfer or exchange of Certificates may be required.

                  All Certificates surrendered for registration of transfer or
exchange shall be cancelled and subsequently destroyed by the Trustee in
accordance with the Trustee's customary procedures.

                  (b) No transfer of a Private Certificate shall be made unless
such transfer is made pursuant to an effective registration statement under the
Securities Act and any applicable state securities laws or is exempt from the
registration requirements under said Act and such state securities laws. In
determining whether a transfer is being made pursuant to an effective
registration statement, the Trustee shall be entitled to rely solely upon a
written notice to such effect from the Depositor. Except with respect to the
transfer of the Class X and Class P Certificates to the NIM Trust on the Closing
Date, in the event that a transfer of a Private




                                      -75-
<PAGE>


Certificate which is a Physical Certificate is to be made in reliance upon an
exemption from the Securities Act and such laws, in order to assure compliance
with the Securities Act and such laws, the Certificateholder desiring to effect
such transfer shall certify to the Trustee in writing the facts surrounding the
transfer in substantially the form set forth in Exhibit H (the "Transferor
Certificate") and either (i) there shall be delivered to the Trustee a letter in
substantially the form of Exhibit I (the "Rule 144A Letter") or (ii) there shall
be delivered to the Trustee at the expense of the transferor an Opinion of
Counsel that such transfer may be made without registration under the Securities
Act. In the event that a transfer of a Private Certificate which is a Book-Entry
Certificate is to be made in reliance upon an exemption from the Securities Act
and such laws, in order to assure compliance with the Securities Act and such
laws, the Certificateholder desiring to effect such transfer will be deemed to
have made as of the transfer date each of the certifications set forth in the
Transferor Certificate in respect of such Certificate and the transferee will be
deemed to have made as of the transfer date each of the certifications set forth
in the Rule 144A Letter in respect of such Certificate, in each case as if such
Certificate were evidenced by a Physical Certificate. The Depositor shall
provide to any Holder of a Private Certificate and any prospective transferee
designated by any such Holder, information regarding the related Certificates
and the Mortgage Loans and such other information as shall be necessary to
satisfy the condition to eligibility set forth in Rule 144A(d)(4) for transfer
of any such Certificate without registration thereof under the Securities Act
pursuant to the registration exemption provided by Rule 144A. The Trustee and
the Servicer shall cooperate with the Depositor in providing the Rule 144A
information referenced in the preceding sentence, including providing to the
Depositor such information regarding the Certificates, the Mortgage Loans and
other matters regarding the Trust Fund as the Depositor shall reasonably request
to meet its obligation under the preceding sentence. Each Holder of a Private
Certificate desiring to effect such transfer shall, and does hereby agree to,
indemnify the Trustee, the Depositor and the Servicer against any liability that
may result if the transfer is not so exempt or is not made in accordance with
such federal and state laws.

                  Except with respect to the transfer of the Class X and Class P
Certificates to the NIM Trust on the Closing Date, no transfer of an
ERISA-Restricted Certificate shall be made unless the Trustee shall have
received either (i) a representation from the transferee of such Certificate
acceptable to and in form and substance satisfactory to the Trustee (in the
event such Certificate is a Private Certificate or a Residual Certificate, such
requirement is satisfied only by the Trustee's receipt of a representation
letter from the transferee substantially in the form of Exhibit I), to the
effect that such transferee is not an employee benefit plan or arrangement
subject to Section 406 of ERISA, a plan subject to Section 4975 of the Code or a
plan subject to any Federal, state or local law ("Similar Law") materially
similar to the foregoing provisions of ERISA or the Code, nor a person acting on
behalf of any such plan or arrangement nor using the assets of any such plan or
arrangement to effect such transfer, or (ii) in the case of an ERISA-Restricted
Certificate other than a Residual Certificate or a Class P Certificate that has
been the subject of an ERISA-Qualifying Underwriting, and the purchaser is an
insurance company, a representation that the purchaser is an insurance company
that is purchasing such Certificates with funds contained in an "insurance
company general account" (as such term is defined in Section V(e) of Prohibited
Transaction Class Exemption 95-60 ("PTCE 95-60")) and that the purchase and
holding of such Certificates are covered under Sections I and III of PTCE 95-60
or (iii) in the case of any such ERISA-Restricted Certificate other than a
Residual Certificate or Class P Certificate presented for registration in the
name of an employee benefit plan subject to




                                      -76-
<PAGE>


Title I of ERISA, a plan or arrangement subject to Section 4975 of the Code (or
comparable provisions of any subsequent enactments), or a plan subject to
Similar Law, or a trustee of any such plan or any other person acting on behalf
of any such plan or arrangement or using such plan's or arrangement's assets, an
Opinion of Counsel satisfactory to the Trustee and the Servicer, which Opinion
of Counsel shall not be an expense of the Trustee, the Servicer or the Trust
Fund, addressed to the Trustee, to the effect that the purchase or holding of
such ERISA-Restricted Certificate will not result in the assets of the Trust
Fund being deemed to be "plan assets" and subject to the prohibited transaction
provisions of ERISA and the Code or similar violation of Similar Law and will
not subject the Trustee or the Servicer to any obligation in addition to those
expressly undertaken in this Agreement or to any liability. For purposes of the
preceding sentence, with respect to an ERISA-Restricted Certificate that is not
a Private Certificate or a Residual Certificate, in the event the representation
letter referred to in the preceding sentence is not furnished, such
representation shall be deemed to have been made to the Trustee by the
transferee's (including an initial acquirer's) acceptance of the
ERISA-Restricted Certificates. Notwithstanding anything else to the contrary
herein, (a) any purported transfer of an ERISA-Restricted Certificate, other
than a Class P Certificate or Residual Certificate, to or on behalf of an
employee benefit plan subject to ERISA, the Code or Similar Law without the
delivery to the Trustee of an Opinion of Counsel satisfactory to the Trustee as
described above shall be void and of no effect and (b) any purported transfer of
a Class P Certificate or Residual Certificate to a transferee that does not make
the representation in clause (i) above shall be void and of no effect.

                  To the extent permitted under applicable law (including, but
not limited to, ERISA), the Trustee shall be under no liability to any Person
for any registration of transfer of any ERISA-Restricted Certificate that is in
fact not permitted by this Section 5.02(b) or for making any payments due on
such Certificate to the Holder thereof or taking any other action with respect
to such Holder under the provisions of this Agreement so long as the transfer
was registered by the Trustee in accordance with the foregoing requirements.

                  (c) Each Person who has or who acquires any Ownership Interest
in a Residual Certificate shall be deemed by the acceptance or acquisition of
such Ownership Interest to have agreed to be bound by the following provisions,
and the rights of each Person acquiring any Ownership Interest in a Residual
Certificate are expressly subject to the following provisions:

                  (i) Each Person holding or acquiring any Ownership Interest in
          a Residual Certificate shall be a Permitted Transferee and shall
          promptly notify the Trustee of any change or impending change in its
          status as a Permitted Transferee;

                  (ii) No Ownership Interest in a Residual Certificate may be
          registered on the Closing Date or thereafter transferred, and the
          Trustee shall not register the Transfer of any Residual Certificate
          unless, in addition to the certificates required to be delivered to
          the Trustee under subparagraph (b) above, the Trustee shall have been
          furnished with an affidavit (a "Transfer Affidavit") of the initial
          owner or the proposed transferee in the form attached hereto as
          Exhibit G;



                                      -77-
<PAGE>


                  (iii) Each Person holding or acquiring any Ownership Interest
          in a Residual Certificate shall agree (A) to obtain a Transfer
          Affidavit from any other Person to whom such Person attempts to
          Transfer its Ownership Interest in a Residual Certificate, (B) to
          obtain a Transfer Affidavit from any Person for whom such Person is
          acting as nominee, trustee or agent in connection with any Transfer of
          a Residual Certificate and (C) not to Transfer its Ownership Interest
          in a Residual Certificate or to cause the Transfer of an Ownership
          Interest in a Residual Certificate to any other Person if it has
          actual knowledge that such Person is a Non-Permitted Transferee;

                  (iv) Any attempted or purported Transfer of any Ownership
          Interest in a Residual Certificate in violation of the provisions of
          this Section 5.02(c) shall be absolutely null and void and shall vest
          no rights in the purported Transferee. If any purported transferee
          shall become a Holder of a Residual Certificate in violation of the
          provisions of this Section 5.02(c), then the last preceding Permitted
          Transferee shall be restored to all rights as Holder thereof
          retroactive to the date of registration of Transfer of such Residual
          Certificate. The Trustee shall be under no liability to any Person for
          any registration of Transfer of a Residual Certificate that is in fact
          not permitted by Section 5.02(b) and this Section 5.02(c) or for
          making any payments due on such Certificate to the Holder thereof or
          taking any other action with respect to such Holder under the
          provisions of this Agreement so long as the Transfer was registered
          after receipt of the related Transfer Affidavit, Transferor
          Certificate and the Rule 144A Letter. The Trustee shall be entitled
          but not obligated to recover from any Holder of a Residual Certificate
          that was in fact a Non-Permitted Transferee at the time it became a
          Holder or, at such subsequent time as it became a Non-Permitted
          Transferee, all payments made on such Residual Certificate at and
          after either such time. Any such payments so recovered by the Trustee
          shall be paid and delivered by the Trustee to the last preceding
          Permitted Transferee of such Certificate; and

                  (v) The Depositor shall use its best efforts to make
          available, upon receipt of written request from the Trustee, all
          information necessary to compute any tax imposed under Section 860E(e)
          of the Code as a result of a Transfer of an Ownership Interest in a
          Residual Certificate to any Holder who is a Non-Permitted Transferee.

                  The restrictions on Transfers of a Residual Certificate set
forth in this Section 5.02(c) shall cease to apply (and the applicable portions
of the legend on a Residual Certificate may be deleted) with respect to
Transfers occurring after delivery to the Trustee of an Opinion of Counsel,
which Opinion of Counsel shall not be an expense of the Trust Fund, the Trustee
or the Servicer, to the effect that the elimination of such restrictions will
not cause either the Lower Tier REMIC or the Upper Tier REMIC hereunder to fail
to qualify as a REMIC at any time that the Certificates are outstanding or
result in the imposition of any tax on the Trust Fund, a Certificateholder or
another Person. Each Person holding or acquiring any Ownership Interest in a
Residual Certificate hereby consents to any amendment of this Agreement which,
based on an Opinion of Counsel furnished to the Trustee, is reasonably necessary
(a) to ensure that the record ownership of, or any beneficial interest in, a
Residual Certificate is not transferred, directly or indirectly, to a Person
that is a Non-Permitted Transferee and (b) to provide for a means to compel the
Transfer of a Residual Certificate which is held by a Person that is a
Non-Permitted Transferee to a Holder that is a Permitted Transferee.



                                      -78-
<PAGE>


                  (d) The preparation and delivery of all certificates and
opinions referred to above in this Section 5.02 in connection with transfer
shall be at the expense of the parties to such transfers.

                  (e) Except as provided below, the Book-Entry Certificates
shall at all times remain registered in the name of the Depository or its
nominee and at all times: (i) registration of the Certificates may not be
transferred by the Trustee except to another Depository; (ii) the Depository
shall maintain book-entry records with respect to the Certificate Owners and
with respect to ownership and transfers of such Book-Entry Certificates; (iii)
ownership and transfers of registration of the Book-Entry Certificates on the
books of the Depository shall be governed by applicable rules established by the
Depository; (iv) the Depository may collect its usual and customary fees,
charges and expenses from its Depository Participants; (v) the Trustee shall
deal with the Depository, Depository Participants and indirect participating
firms as representatives of the Certificate Owners of the Book-Entry
Certificates for purposes of exercising the rights of holders under this
Agreement, and requests and directions for and votes of such representatives
shall not be deemed to be inconsistent if they are made with respect to
different Certificate Owners; and (vi) the Trustee may rely and shall be fully
protected in relying upon information furnished by the Depository with respect
to its Depository Participants and furnished by the Depository Participants with
respect to indirect participating firms and persons shown on the books of such
indirect participating firms as direct or indirect Certificate Owners.

                  All transfers by Certificate Owners of Book-Entry Certificates
shall be made in accordance with the procedures established by the Depository
Participant or brokerage firm representing such Certificate Owner. Each
Depository Participant shall only transfer Book-Entry Certificates of
Certificate Owners it represents or of brokerage firms for which it acts as
agent in accordance with the Depository's normal procedures.

                  If (x) (i) the Depository or the Depositor advises the Trustee
in writing that the Depository is no longer willing or able to properly
discharge its responsibilities as Depository, and (ii) the Trustee or the
Depositor is unable to locate a qualified successor, or (y) the Depositor at its
option advises the Trustee in writing (and the Trustee consents) that it elects
to terminate the book-entry system through the Depository, the Trustee shall
notify all Certificate Owners, through the Depository, of the occurrence of any
such event and of the availability of definitive, fully registered Certificates
(the "Definitive Certificates") to Certificate Owners requesting the same. Upon
surrender to the Trustee of the related Class of Certificates by the Depository,
accompanied by the instructions from the Depository for registration, the
Trustee shall issue the Definitive Certificates. Neither the Servicer, the
Depositor nor the Trustee shall be liable for any delay in delivery of such
instruction and each may conclusively rely on, and shall be protected in relying
on, such instructions. The Depositor shall provide the Trustee with an adequate
inventory of Certificates to facilitate the issuance and transfer of Definitive
Certificates. Upon the issuance of Definitive Certificates all references herein
to obligations imposed upon or to be performed by the Depository shall be deemed
to be imposed upon and performed by the Trustee, to the extent applicable with
respect to such Definitive Certificates and the Trustee shall recognize the
Holders of the Definitive Certificates as Certificateholders hereunder;
provided, that the Trustee shall not by virtue of its assumption of such
obligations become liable to any party for any act or failure to act of the
Depository.


                                      -79-
<PAGE>


                  Section 5.03. Mutilated, Destroyed, Lost or Stolen
Certificates. If (a) any mutilated Certificate is surrendered to the Trustee, or
the Trustee receives evidence to its satisfaction of the destruction, loss or
theft of any Certificate and (b) there is delivered to the Depositor, the
Servicer and the Trustee such security or indemnity as may be required by them
to hold each of them harmless, then, in the absence of notice to the Trustee
that such Certificate has been acquired by a bona fide purchaser, the Trustee
shall execute, countersign and deliver, in exchange for or in lieu of any such
mutilated, destroyed, lost or stolen Certificate, a new Certificate of like
Class, tenor and Percentage Interest. In connection with the issuance of any new
Certificate under this Section 5.03, the Trustee may require the payment of a
sum sufficient to cover any tax or other governmental charge that may be imposed
in relation thereto and any other expenses (including the fees and expenses of
the Trustee) connected therewith. Any replacement Certificate issued pursuant to
this Section 5.03 shall constitute complete and indefeasible evidence of
ownership, as if originally issued, whether or not the lost, stolen or destroyed
Certificate shall be found at any time.

                  Section 5.04. Persons Deemed Owners. The Servicer, the
Trustee, the Depositor and any agent of the Servicer, the Depositor or the
Trustee may treat the Person in whose name any Certificate is registered as the
owner of such Certificate for the purpose of receiving distributions as provided
in this Agreement and for all other purposes whatsoever, and neither the
Servicer, the Trustee, the Depositor nor any agent of the Servicer, the
Depositor or the Trustee shall be affected by any notice to the contrary.

                  Section 5.05. Access to List of Certificateholders' Names and
Addresses. If three or more Certificateholders (a) request such information in
writing from the Trustee, (b) state that such Certificateholders desire to
communicate with other Certificateholders with respect to their rights under
this Agreement or under the Certificates and (c) provide a copy of the
communication which such Certificateholders propose to transmit, or if the
Depositor or Servicer shall request such information in writing from the
Trustee, then the Trustee shall, within ten Business Days after the receipt of
such request, provide the Depositor, the Servicer or such Certificateholders at
such recipients' expense the most recent list of the Certificateholders of such
Trust Fund held by the Trustee, if any. The Depositor and every
Certificateholder, by receiving and holding a Certificate, agree that the
Trustee shall not be held accountable by reason of the disclosure of any such
information as to the list of the Certificateholders hereunder, regardless of
the source from which such information was derived.

                  Section 5.06. Maintenance of Office or Agency. The Trustee
will maintain or cause to be maintained at its expense an office or offices or
agency or agencies in New York, New York where Certificates may be surrendered
for registration of transfer or exchange. The Trustee initially designates the
offices of its agent for such purposes located at DTC Transfer Agent Services,
55 Water Street, Jeanette Park Entrance, New York, New York 10041. The Trustee
shall give prompt written notice to the Certificateholders of any change in such
location of any such office or agency.



                                      -80-
<PAGE>



                                   ARTICLE VI

                         THE DEPOSITOR AND THE SERVICER

                  Section 6.01. Respective Liabilities of the Depositor and the
Servicer. The Depositor and the Servicer shall each be liable in accordance
herewith only to the extent of the obligations specifically and respectively
imposed upon and undertaken by them herein.

                  Section 6.02. Merger or Consolidation of the Depositor or the
Servicer. The Depositor and the Servicer will each keep in full effect its
existence, rights and franchises as a corporation or federally chartered savings
bank, as the case may be, under the laws of the United States or under the laws
of one of the states thereof and will each obtain and preserve its qualification
to do business as a foreign corporation in each jurisdiction in which such
qualification is or shall be necessary to protect the validity and
enforceability of this Agreement, or any of the Mortgage Loans and to perform
its respective duties under this Agreement.

                  Any Person into which the Depositor or the Servicer may be
merged or consolidated, or any Person resulting from any merger or consolidation
to which the Depositor or the Servicer shall be a party, or any person
succeeding to the business of the Depositor or the Servicer, shall be the
successor of the Depositor or the Servicer, as the case may be, hereunder,
without the execution or filing of any paper or any further act on the part of
any of the parties hereto, anything herein to the contrary notwithstanding;
provided, however, that the successor or surviving Person to the Servicer shall
be qualified to sell mortgage loans to, and to service mortgage loans on behalf
of, Fannie Mae or Freddie Mac.

                  Section 6.03. Limitation on Liability of the Depositor, the
Servicer and Others. Neither the Depositor, the Servicer nor any of their
directors, officers, employees or agents of the Depositor shall be under any
liability to the Certificateholders for any action taken or for refraining from
the taking of any action in good faith pursuant to this Agreement, or for errors
in judgment; provided, however, that this provision shall not protect the
Depositor, the Servicer or any such Person against any breach of representations
or warranties made by it herein or protect the Depositor, Servicer or any such
Person from any liability which would otherwise be imposed by reasons of willful
misfeasance, bad faith or negligence (or gross negligence in the case of the
Depositor) in the performance of duties or by reason of reckless disregard of
obligations and duties hereunder. The Depositor and any director, officer,
employee or agent of the Depositor may rely in good faith on any document of any
kind prima facie properly executed and submitted by any Person respecting any
matters arising hereunder. The Depositor and any director, officer, employee or
agent of the Depositor shall be indemnified by the Trust Fund and held harmless
against any loss, liability or expense incurred in connection with any audit,
controversy or judicial proceeding relating to a governmental taxing authority
or any legal action relating to this Agreement or the Certificates other than
any loss, liability or expense related to any specific Mortgage Loan or Mortgage
Loans (except as any such loss, liability or expense shall be otherwise
reimbursable pursuant to this Agreement) and any loss, liability or expense
incurred by reason of willful misfeasance, bad faith or gross negligence in the
performance of its duties hereunder or by reason of reckless disregard of
obligations and duties hereunder. The Depositor shall not be under any
obligation to appear in, prosecute or defend any legal action that is not
incidental to its respective duties hereunder and which in its opinion may
involve it in any



                                      -81-
<PAGE>


expense or liability; provided, however, that the Depositor may in its
discretion undertake any such action (or direct the Trustee to undertake any
such actions pursuant to Section 2.03 hereof for the benefit of
Certificateholders) that it may deem necessary or desirable in respect of this
Agreement and the rights and duties of the parties hereto and interests of the
Trustee and the Certificateholders hereunder. In such event, the legal expenses
and costs of such action and any liability resulting therefrom shall be
expenses, costs and liabilities of the Trust Fund, and the Depositor shall be
entitled to be reimbursed therefor out of the Collection Account.

                  Neither the Servicer nor any of the officers, employees or
agents of the Servicer shall be under any liability to the Trustee or the
Depositor for any action taken or for refraining from the taking of any action
in good faith pursuant to this Agreement; provided, however, that this provision
shall not protect the Servicer or any such person against any breach of
warranties or representations made herein, or failure to perform its obligations
in strict compliance with the terms of this Agreement, or any liability which
would otherwise be imposed by reason of any breach of the terms and conditions
of this Agreement, or protect the Servicer from any liability which would
otherwise be imposed by reasons of willful misfeasance, bad faith or negligence
in the performance of its duties or by reason of reckless disregard of
obligations and duties hereunder. The Servicer and any officer, employee or
agent of the Servicer may rely in good faith on any document of any kind prima
facie properly executed and submitted by any Person respecting any matters
arising hereunder. The Servicer shall be under no obligation to appear in,
prosecute or defend any legal action which is not incidental to its duties to
service the Mortgage Loans in accordance with this Agreement and which in its
opinion may involve it in any expenses or liability; provided, however, that the
Servicer may undertake any such action which it may deem necessary or desirable
in respect to this Agreement and the rights and duties of the parties hereto. In
such event, the legal expenses and costs of such action and any liability
resulting therefrom shall be expenses, costs and liabilities of the Trust Fund,
and the Servicer shall be entitled to be reimbursed therefor out of the
Collection Account.

                  Section 6.04. Limitation on Resignation of the Servicer.
Subject to Sections 7.01 and 10.07, the Servicer shall not assign this Agreement
or resign from the obligations and duties hereby imposed on it except by mutual
consent of the Servicer, the Depositor and the Trustee or upon the determination
that its duties hereunder are no longer permissible under applicable law and
such incapacity cannot be cured by the Servicer. Any such determination
permitting the resignation of the Servicer shall be evidenced by an Opinion of
Counsel to such effect delivered to the Depositor and the Trustee which Opinion
of Counsel shall be in form and substance acceptable to the Depositor and the
Trustee. No such resignation shall become effective until a successor shall have
assumed the Servicer's responsibilities and obligations hereunder.

                  Section 6.05. Additional Indemnification by the Servicer;
Third Party Claims. The Servicer shall indemnify the Responsible Party, the
Depositor and the Trustee and hold them harmless against any and all claims,
losses, damages, penalties, fines, forfeitures, reasonable and necessary legal
fees and related costs, judgments, and any other costs, fees and expenses that
any of them may sustain in any way related to any breach by the Servicer, of (i)
any of its representations and warranties referred to in Section 2.03(a) or (ii)
the failure of the Servicer to perform its duties and service the Mortgage Loans
in compliance with the terms of this Agreement. The Servicer immediately shall
notify the Depositor and the Trustee if such claim is made by a third party with
respect to this Agreement or the Mortgage Loans, assume (with the



                                      -82-
<PAGE>


prior written consent of the Depositor and the Trustee) the defense of any such
claim and pay all expenses in connection therewith, including counsel fees, and
promptly pay, discharge and satisfy any judgment or decree which may be entered
against it or the Depositor, the Responsible Party or the Trustee in respect of
such claim.


                                  ARTICLE VII

                                     DEFAULT


                  Section 7.01. Events of Default. "Event of Default", wherever
used herein, means any one of the following events:

                  (a) any failure by the Servicer to remit to the Trustee any
payment required to be made under the terms of this Agreement which continues
unremedied for a period of one Business Day after the date upon which written
notice of such failure, requiring the same to be remedied, shall have been given
to the Servicer by the Depositor or by the Trustee, or to the Servicer, the
Depositor and the Trustee by Certificateholders evidencing percentage interests
of at least 25% in the Certificates; or

                  (b) the failure on the part of the Servicer duly to observe or
perform in any material respect any other of the covenants or agreements on the
part of the Servicer set forth in this Agreement which continues unremedied for
a period of forty-five days (except that such number of days shall be fifteen in
the case of a failure to pay any premium for any insurance policy required to be
maintained under this Agreement) after the earlier of (i) the date on which
written notice of such failure, requiring the same to be remedied, shall have
been given to the Servicer by the Depositor or by the Trustee, or to the
Servicer, the Depositor and the Trustee by Certificateholders of Certificates
evidencing percentage interests of at least 25% in the Certificates and (ii)
actual knowledge of such failure by a Servicing Officer of the Servicer; or

                  (c) a decree or order of a court or agency or supervisory
authority having jurisdiction for the appointment of a conservator or receiver
or liquidator in any insolvency, bankruptcy, readjustment of debt, marshalling
of assets and liabilities or similar proceedings, or for the winding-up or
liquidation of its affairs, shall have been entered against the Servicer and
such decree or order shall have remained in force undischarged or unstayed for a
period of sixty days; or

                  (d) the Servicer shall consent to the appointment of a
conservator or receiver or liquidator in any insolvency, bankruptcy,
readjustment of debt, marshalling of assets and liabilities or similar
proceedings of or relating to the Servicer or of or relating to all or
substantially all of its property; or

                  (e) the Servicer shall admit in writing its inability to pay
its debts generally as they become due, file a petition to take advantage of any
applicable insolvency or reorganization statute, make an assignment for the
benefit of its creditors, or voluntarily suspend payment of its obligations; or



                                      -83-
<PAGE>


                  (f) any failure of the Servicer to make any P&I Advance on any
Remittance Date required to be made from its own funds pursuant to Section 4.01
which continues unremedied for one Business Day immediately following the
Remittance Date; or

                  (g) a breach of any representation and warranty of the
Servicer referred to in Section 2.03(a), which materially and adversely affects
the interests of the Certificateholders and which continues unremedied for a
period of thirty days after the date upon which written notice of such breach is
given to the Servicer by the Trustee or by the Depositor, or to the Servicer,
the Trustee and the Depositor by Certificateholders entitled to at least 25% of
the Voting Rights in the Certificates; or

                  (h) if the continued servicing of the Mortgage Loans by the
Servicer, in and of itself, would cause a downgrade, qualification or withdrawal
of the rating assigned to any Class of Certificates by any Rating Agency.

                  If an Event of Default described in clauses (a) through (h) of
this Section 7.01 shall occur, then, and in each and every such case, so long as
such Event of Default shall not have been remedied, the Trustee may, or at the
direction of 51% of the Voting Rights the Trustee shall, by notice in writing to
the Servicer (with a copy to each Rating Agency), terminate all of the rights
and obligations of the Servicer under this Agreement and in and to the Mortgage
Loans and the proceeds thereof, other than its rights as a Certificateholder
hereunder; provided, however, that the Trustee shall not be required to give
written notice to the Servicer of the occurrence of an Event of Default
described in clauses (b) through (h) of this Section 7.01 unless and until a
Responsible Officer of the Trustee has actual knowledge of the occurrence of
such an event. In the event that a Responsible Officer of the Trustee has actual
knowledge of the occurrence of an event of default described in clause (a) of
this Section 7.01, the Trustee shall give written notice to the Servicer of the
occurrence of such an event within one Business Day of the first day on which
such Responsible Officer obtains actual knowledge of such occurrence. On and
after the receipt by the Servicer of such written notice, all authority and
power of the Servicer hereunder, whether with respect to the Mortgage Loans or
otherwise, shall pass to and be vested in the Trustee. Subject to Section 7.02,
the Trustee is hereby authorized and empowered to execute and deliver, on behalf
of the Servicer, as attorney-in-fact or otherwise, any and all documents and
other instruments, and to do or accomplish all other acts or things necessary or
appropriate to effect the purposes of such notice of termination, whether to
complete the transfer and endorsement or assignment of the Mortgage Loans and
related documents, or otherwise. Unless expressly provided in such written
notice, no such termination shall affect any obligation of the Servicer to pay
amounts owed pursuant to Article VIII. The Servicer agrees to cooperate with the
Trustee in effecting the termination of the Servicer's responsibilities and
rights hereunder, including, without limitation, the transfer to the Trustee of
all cash amounts which shall at the time be credited to the Collection Account,
or thereafter be received with respect to the Mortgage Loans.

                  Notwithstanding any termination of the activities of the
Servicer hereunder, the Servicer shall be entitled to receive from the Trust
Fund, prior to transfer of its servicing obligations hereunder, payment of all
accrued and unpaid Servicing Fees and reimbursement for all outstanding P&I
Advances and Servicing Advances.



                                      -84-
<PAGE>


                  Section 7.02. Trustee to Act; Appointment of Successor. On and
after the time the Servicer receives a notice of termination pursuant to Section
3.24 or Section 7.01, the Trustee shall, subject to and to the extent provided
in Section 3.05, be the successor to the Servicer in its capacity as servicer
under this Agreement and the transactions set forth or provided for herein and
shall be subject to all the responsibilities, duties and liabilities relating
thereto placed on the Servicer by the terms and provisions hereof and applicable
law including the obligation to make P&I Advances and Servicing Advances,
pursuant to Section 3.24 or Section 7.01. As compensation therefor, the Trustee
shall be entitled to all funds relating to the Mortgage Loans that the Servicer
would have been entitled to charge to the Collection Account if the Servicer had
continued to act hereunder including, if the Servicer was receiving the
Servicing Fee, the Servicing Fee and the income on investments or gain related
to the Collection Account and the Distribution Account which the Servicer would
be entitled to receive (in addition to income on investments or gain related to
the Distribution Account for the benefit of the Trustee during the Trustee Float
Period). Notwithstanding the foregoing, if the Trustee has become the successor
to the Servicer in accordance with Section 7.01, the Trustee may, if it shall be
unwilling to so act, or shall, if it is prohibited by applicable law from making
P&I Advances and Servicing Advances pursuant to Section 4.01, if it is otherwise
unable to so act or at the written request of Certificateholders entitled to at
least 51% of the Voting Rights, appoint, or petition a court of competent
jurisdiction to appoint, any established mortgage loan servicing institution the
appointment of which does not adversely affect the then current rating of the
Certificates by each Rating Agency, as the successor to the Servicer hereunder
in the assumption of all or any part of the responsibilities, duties or
liabilities of the Servicer hereunder. Any successor to the Servicer shall be an
institution which is a Fannie Mae and Freddie Mac approved seller/servicer in
good standing, which has a net worth of at least $15,000,000, which is willing
to service the Mortgage Loans and which executes and delivers to the Depositor
and the Trustee an agreement accepting such delegation and assignment,
containing an assumption by such Person of the rights, powers, duties,
responsibilities, obligations and liabilities of the Servicer (other than
liabilities of the Servicer under Section 6.03 incurred prior to termination of
the Servicer under Section 7.01), with like effect as if originally named as a
party to this Agreement; provided, that each Rating Agency acknowledges that its
rating of the Certificates in effect immediately prior to such assignment and
delegation will not be qualified or reduced, as a result of such assignment and
delegation. Pending appointment of a successor to the Servicer hereunder, the
Trustee, unless the Trustee is prohibited by law from so acting, shall, subject
to Section 3.05, act in such capacity as hereinabove provided. In connection
with such appointment and assumption, the Trustee may make such arrangements for
the compensation of such successor out of payments on Mortgage Loans as it and
such successor shall agree; provided, however, that no such compensation shall
be in excess of the Servicing Fee Rate and amounts paid to the Servicer from
investments. The Trustee and such successor Servicer shall take such action,
consistent with this Agreement, as shall be necessary to effectuate any such
succession. Neither the Trustee nor any other successor to the Servicer shall be
deemed to be in default hereunder by reason of any failure to make, or any delay
in making, any distribution hereunder or any portion thereof or any failure to
perform, or any delay in performing, any duties or responsibilities hereunder,
in either case caused by the failure of the Servicer to deliver or provide, or
any delay in delivering or providing, any cash, information, documents or
records to it.

                  In the event that the Servicer is terminated pursuant to
Section 7.01, the terminated Servicer shall be responsible for the servicing
transfer, provide notices to the



                                      -85-
<PAGE>


Mortgagors, arrange for and transfer the Servicing Files to a successor
Servicer, pay all of its own out-of-pocket costs and expenses at its own expense
and pay all costs and expenses relating to the transfer of the Servicing Files
to a successor Servicer. In the event that the terminated Servicer fails to
perform the foregoing obligations, then the terminated Servicer shall pay all
reasonable out-of-pocket costs and expenses of a servicing transfer that are
incurred by all parties including a successor Servicer (excluding set-up costs
and other administrative expenses of the successor Servicer), and in all other
cases the successor Servicer shall pay for such costs and expenses but shall not
be entitled to reimbursement therefore from the Trust Fund. Such amounts payable
by the terminated Servicer shall be paid by the terminated Servicer promptly
upon presentation of reasonable documentation of such costs. If the Trustee is
the predecessor Servicer (except in the case where the Trustee in its role as
successor Servicer is being terminated pursuant to Section 7.01 by reason of an
Event of Default caused solely by the Trustee as the successor Servicer and not
by the predecessor Servicer's actions or omissions), such costs shall be paid by
the prior terminated Servicer promptly upon presentation of reasonable
documentation of such costs.

                  Any successor to the Servicer as servicer shall give notice to
the Mortgagors of such change of servicer and shall, during the term of its
service as servicer, maintain in force the policy or policies that the Servicer
is required to maintain pursuant to Section 3.13.

                  Section 7.03. Notification to Certificateholders. (a) Upon any
termination of or appointment of a successor to the Servicer, the Trustee shall
give prompt written notice thereof to Certificateholders and each Rating Agency.

                  (b) Within 60 days after the occurrence of any Event of
Default, the Trustee shall transmit by mail to all Certificateholders and each
Rating Agency notice of each such Event of Default hereunder known to the
Trustee, unless such event shall have been cured or waived.


                                  ARTICLE VIII

                             CONCERNING THE TRUSTEE

                  Section 8.01. Duties of the Trustee. The Trustee, before the
occurrence of an Event of Default and after the curing of all Events of Default
that may have occurred, shall undertake to perform such duties and only such
duties as are specifically set forth in this Agreement. In case an Event of
Default has occurred and remains uncured, the Trustee shall exercise such of the
rights and powers vested in it by this Agreement, and use the same degree of
care and skill in their exercise as a prudent person would exercise or use under
the circumstances in the conduct of such person's own affairs.

                  The Trustee, upon receipt of all resolutions, certificates,
statements, opinions, reports, documents, orders or other instruments furnished
to the Trustee that are specifically required to be furnished pursuant to any
provision of this Agreement shall examine them to determine whether they are in
the form required by this Agreement. The Trustee shall not be responsible for
the accuracy or content of any resolution, certificate, statement, opinion,
report, document, order, or other instrument.


                                      -86-
<PAGE>


                  No provision of this Agreement shall be construed to relieve
the Trustee from liability for its own negligent action, its own negligent
failure to act or its own willful misconduct.

                  Unless an Event of Default known to the Trustee has occurred
and is continuing:

                  (a) the duties and obligations of the Trustee shall be
determined solely by the express provisions of this Agreement, the Trustee shall
not be liable except for the performance of the duties and obligations
specifically set forth in this Agreement, no implied covenants or obligations
shall be read into this Agreement against the Trustee, and the Trustee may
conclusively rely, as to the truth of the statements and the correctness of the
opinions expressed therein, upon any certificates or opinions furnished to the
Trustee and conforming to the requirements of this Agreement which it believed
in good faith to be genuine and to have been duly executed by the proper
authorities respecting any matters arising hereunder;

                  (b) the Trustee shall not be liable for an error of judgment
made in good faith by a Responsible Officer or Responsible Officers of the
Trustee, unless it is finally proven that the Trustee was negligent in
ascertaining the pertinent facts; and

                  (c) the Trustee shall not be liable with respect to any action
taken, suffered, or omitted to be taken by it in good faith in accordance with
the direction of the Holders of Certificates evidencing not less than 25% of the
Voting Rights of Certificates relating to the time, method, and place of
conducting any proceeding for any remedy available to the Trustee, or exercising
any trust or power conferred upon the Trustee under this Agreement.

                  Section 8.02. Certain Matters Affecting the Trustee. Except as
otherwise provided in Section 8.01:

                  (a) the Trustee may request and rely upon and shall be
protected in acting or refraining from acting upon any resolution, Officer's
Certificate, certificate of auditors or any other certificate, statement,
instrument, opinion, report, notice, request, consent, order, appraisal, bond or
other paper or document believed by it to be genuine and to have been signed or
presented by the proper party or parties and the Trustee shall have no
responsibility to ascertain or confirm the genuineness of any signature of any
such party or parties;

                  (b) the Trustee may consult with counsel, financial advisers
or accountants and the advice of any such counsel, financial advisers or
accountants and any Opinion of Counsel shall be full and complete authorization
and protection in respect of any action taken or suffered or omitted by it
hereunder in good faith and in accordance with such Opinion of Counsel;

                  (c) the Trustee shall not be liable for any action taken,
suffered or omitted by it in good faith and believed by it to be authorized or
within the discretion or rights or powers conferred upon it by this Agreement;

                  (d) the Trustee shall not be bound to make any investigation
into the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, consent, order, approval, bond or
other paper or document, unless requested in writing to



                                      -87-
<PAGE>


do so by the Holders of Certificates evidencing not less than 25% of the Voting
Rights allocated to each Class of Certificates;

                  (e) the Trustee may execute any of the trusts or powers
hereunder or perform any duties hereunder either directly or by or through
agents, accountants or attorneys and the Trustee shall not be responsible for
any misconduct or negligence on the part of any agents, accountants or attorneys
appointed with due care by it hereunder;

                  (f) the Trustee shall not be required to risk or expend its
own funds or otherwise incur any financial liability in the performance of any
of its duties or in the exercise of any of its rights or powers hereunder if it
shall have reasonable grounds for believing that repayment of such funds or
adequate indemnity against such risk or liability is not assured to it;

                  (g) the Trustee shall not be liable for any loss on any
investment of funds pursuant to this Agreement (other than as issuer of the
investment security and with respect to the investment of funds in the
Distribution Account not made at the direction of the Servicer during the
Trustee Float Period);

                  (h) except as otherwise provided in Section 7.01, the Trustee
shall not be deemed to have knowledge of an Event of Default until a Responsible
Officer of the Trustee shall have received written notice thereof; and

                  (i) the Trustee shall be under no obligation to exercise any
of the trusts, rights or powers vested in it by this Agreement or to institute,
conduct or defend any litigation hereunder or in relation hereto at the request,
order or direction of any of the Certificateholders, pursuant to this Agreement,
unless such Certificateholders shall have offered to the Trustee reasonable
security or indemnity satisfactory to the Trustee against the costs, expenses
and liabilities which may be incurred therein or thereby.

                  Section 8.03. Trustee Not Liable for Certificates or Mortgage
Loans. The recitals contained herein and in the Certificates shall be taken as
the statements of the Depositor and the Trustee assumes no responsibility for
their correctness. The Trustee makes no representations as to the validity or
sufficiency of this Agreement or of the Certificates or of any Mortgage Loan or
related document other than with respect to the Trustee's execution and
countersignature of the Certificates. The Trustee shall not be accountable for
the use or application by the Depositor or the Servicer of any funds paid to the
Depositor or the Servicer in respect of the Mortgage Loans or deposited in or
withdrawn from the Collection Account by the Depositor or the Servicer.

                  The Trustee shall have no responsibility for filing or
recording any financing or continuation statement in any public office at any
time or to otherwise perfect or maintain the perfection of any security interest
or lien granted to it hereunder (unless the Trustee shall have become the
successor Servicer).

                  The Trustee executes the Certificates not in its individual
capacity but solely as Trustee of the Trust Fund created by this Agreement, in
the exercise of the powers and authority conferred and vested in it by this
Agreement. Each of the undertakings and agreements made on the part of the
Trustee on behalf of the Trust Fund in the Certificates is made and intended not
as



                                      -88-
<PAGE>


a personal undertaking or agreement by the Trustee but is made and intended for
the purpose of binding only the Trust Fund.

                  Section 8.04. Trustee May Own Certificates. The Trustee in its
individual or any other capacity may become the owner or pledgee of Certificates
with the same rights as it would have if it were not the Trustee.

                  Section 8.05. Trustee's Fees and Expenses. As compensation for
its activities under this Agreement, the Trustee may withdraw from the
Distribution Account on each Distribution Date the Trustee Fee for the
Distribution Date and any interest or investment income earned on funds
deposited in the Distribution Account during the Trustee Float Period. The
Trustee and any director, officer, employee, or agent of the Trustee shall be
indemnified by the Servicer against any loss, liability, or expense (including
reasonable attorney's fees) resulting from any error in any tax or information
return prepared by the Servicer or incurred in connection with any claim or
legal action relating to:

                  (a) this Agreement,

                  (b) the Certificates, or

                  (c) the performance of any of the Trustee's duties under this
Agreement,

other than any loss, liability, or expense incurred because of willful
misfeasance, bad faith, or negligence in the performance of any of the Trustee's
duties under this Agreement. This indemnity shall survive the termination of
this Agreement or the resignation or removal of the Trustee under this
Agreement. Without limiting the foregoing, except as otherwise agreed upon in
writing by the Depositor and the Trustee, and except for any expense,
disbursement, or advance arising from the Trustee's negligence, bad faith, or
willful misconduct, the Servicer shall pay or reimburse the Trustee, for all
reasonable expenses, disbursements, and advances incurred or made by the Trustee
in accordance with this Agreement with respect to:

                  (A) the reasonable compensation, expenses, and disbursements
          of its counsel not associated with the closing of the issuance of the
          Certificates,

                  (B) the reasonable compensation, expenses, and disbursements
          of any accountant, engineer, or appraiser that is not regularly
          employed by the Trustee, to the extent that the Trustee must engage
          them to perform services under this Agreement, and

                  (C) printing and engraving expenses in connection with
          preparing any Definitive Certificates.

                  Except as otherwise provided in this Agreement or a separate
letter agreement between the Trustee and the Depositor, the Trustee shall not be
entitled to payment or reimbursement for any routine ongoing expenses incurred
by the Trustee in the ordinary course of its duties as Trustee, Registrar, or
paying agent under this Agreement or for any other expenses (other than
overnight courier and messenger charges) incurred by the Trustee.



                                      -89-
<PAGE>


                  Section 8.06. Eligibility Requirements for the Trustee. The
Trustee hereunder shall at all times be a corporation or association organized
and doing business under the laws of a state or the United States of America,
authorized under such laws to exercise corporate trust powers, having a combined
capital and surplus of at least $50,000,000, subject to supervision or
examination by federal or state authority and with a credit rating which would
not cause any of the Rating Agencies to reduce their respective then current
ratings of the Certificates (or having provided such security from time to time
as is sufficient to avoid such reduction) as evidenced in writing by each Rating
Agency. If such corporation or association publishes reports of condition at
least annually, pursuant to law or to the requirements of the aforesaid
supervising or examining authority, then for the purposes of this Section 8.06
the combined capital and surplus of such corporation or association shall be
deemed to be its combined capital and surplus as set forth in its most recent
report of condition so published. In case at any time the Trustee shall cease to
be eligible in accordance with this Section 8.06, the Trustee shall resign
immediately in the manner and with the effect specified in Section 8.07. The
entity serving as Trustee may have normal banking and trust relationships with
the Depositor and its affiliates or the Servicer and its affiliates; provided,
however, that such entity cannot be an affiliate of the Depositor or the
Servicer other than the Trustee in its role as successor to the Servicer.

                  Section 8.07. Resignation and Removal of the Trustee. The
Trustee may at any time resign and be discharged from the trusts hereby created
by giving written notice of resignation to the Depositor, the Servicer, each
Rating Agency not less than 60 days before the date specified in such notice,
when, subject to Section 8.08, such resignation is to take effect, and
acceptance by a successor trustee in accordance with Section 8.08 meeting the
qualifications set forth in Section 8.06. If no successor trustee meeting such
qualifications shall have been so appointed and have accepted appointment within
30 days after the giving of such notice or resignation, the resigning Trustee
may petition any court of competent jurisdiction for the appointment of a
successor trustee.

                  If at any time the Trustee shall cease to be eligible in
accordance with Section 8.06 and shall fail to resign after written request
thereto by the Depositor, or if at any time the Trustee shall become incapable
of acting, or shall be adjudged as bankrupt or insolvent, or a receiver of the
Trustee or of its property shall be appointed, or any public officer shall take
charge or control of the Trustee or of its property or affairs for the purpose
of rehabilitation, conservation or liquidation, or a tax is imposed with respect
to the Trust Fund by any state in which the Trustee or the Trust Fund is located
and the imposition of such tax would be avoided by the appointment of a
different trustee, then the Depositor or the Servicer may remove the Trustee and
appoint a successor trustee by written instrument, in triplicate, one copy of
which shall be delivered to the Trustee, one copy to the Servicer and one copy
to the successor trustee.

                  The Holders of Certificates entitled to at least 51% of the
Voting Rights may at any time remove the Trustee and appoint a successor trustee
by written instrument or instruments, in triplicate, signed by such Holders or
their attorneys-in-fact duly authorized, one complete set of which shall be
delivered by the successor Trustee to the Servicer, one complete set to the
Trustee so removed and one complete set to the successor so appointed. The
successor trustee shall notify each Rating Agency of any removal of the Trustee.


                                      -90-
<PAGE>


                  Any resignation or removal of the Trustee and appointment of a
successor trustee pursuant to this Section 8.07 shall become effective upon
acceptance of appointment by the successor trustee as provided in Section 8.08.

                  Section 8.08. Successor Trustee. Any successor trustee
appointed as provided in Section 8.07 shall execute, acknowledge and deliver to
the Depositor and to its predecessor trustee and the Servicer an instrument
accepting such appointment hereunder and thereupon the resignation or removal of
the predecessor trustee shall become effective and such successor trustee,
without any further act, deed or conveyance, shall become fully vested with all
the rights, powers, duties and obligations of its predecessor hereunder, with
the like effect as if originally named as trustee herein. The Depositor, the
Servicer and the predecessor trustee shall execute and deliver such instruments
and do such other things as may reasonably be required for more fully and
certainly vesting and confirming in the successor trustee all such rights,
powers, duties, and obligations.

                  No successor trustee shall accept appointment as provided in
this Section 8.08 unless at the time of its acceptance, the successor trustee is
eligible under Section 8.06 and its appointment does not adversely affect the
then current rating of the Certificates.

                  Upon acceptance of appointment by a successor trustee as
provided in this Section 8.08, the Depositor shall mail notice of the succession
of such trustee hereunder to all Holders of Certificates. If the Depositor fails
to mail such notice within 10 days after acceptance of appointment by the
successor trustee, the successor trustee shall cause such notice to be mailed at
the expense of the Depositor.

                  Section 8.09. Merger or Consolidation of the Trustee. Any
corporation into which the Trustee may be merged or converted or with which it
may be consolidated or any corporation resulting from any merger, conversion or
consolidation to which the Trustee shall be a party, or any corporation
succeeding to the business of the Trustee, shall be the successor of the Trustee
hereunder; provided, that such corporation shall be eligible under Section 8.06
without the execution or filing of any paper or further act on the part of any
of the parties hereto, anything herein to the contrary notwithstanding.

                  Section 8.10. Appointment of Co-Trustee or Separate Trustee.
Notwithstanding any other provisions of this Agreement, at any time, for the
purpose of meeting any legal requirements of any jurisdiction in which any part
of the Trust Fund or property securing any Mortgage Note may at the time be
located, the Servicer and the Trustee acting jointly shall have the power and
shall execute and deliver all instruments to appoint one or more Persons
approved by the Trustee to act as co-trustee or co-trustees jointly with the
Trustee, or separate trustee or separate trustees, of all or any part of the
Trust Fund, and to vest in such Person or Persons, in such capacity and for the
benefit of the Certificateholders, such title to the Trust Fund or any part
thereof, whichever is applicable, and, subject to the other provisions of this
Section 8.10, such powers, duties, obligations, rights and trusts as the
Servicer and the Trustee may consider appropriate. If the Servicer shall not
have joined in such appointment within 15 days after the receipt by it of a
request to do so, or in the case an Event of Default shall have occurred and be
continuing, the Trustee alone shall have the power to make such appointment. No
co-trustee or separate trustee hereunder shall be required to meet the terms of
eligibility as a successor trustee



                                      -91-
<PAGE>


under Section 8.06 and no notice to Certificateholders of the appointment of any
co-trustee or separate trustee shall be required under Section 8.08.

                  Every separate trustee and co-trustee shall, to the extent
permitted by law, be appointed and act subject to the following provisions and
conditions:

                  (a) To the extent necessary to effectuate the purposes of this
Section 8.10, all rights, powers, duties and obligations conferred or imposed
upon the Trustee, except for the obligation of the Trustee under this Agreement
to advance funds on behalf of the Servicer, shall be conferred or imposed upon
and exercised or performed by the Trustee and such separate trustee or
co-trustee jointly (it being understood that such separate trustee or co-trustee
is not authorized to act separately without the Trustee joining in such act),
except to the extent that under any law of any jurisdiction in which any
particular act or acts are to be performed (whether as Trustee hereunder or as
successor to the Servicer hereunder), the Trustee shall be incompetent or
unqualified to perform such act or acts, in which event such rights, powers,
duties and obligations (including the holding of title to the applicable Trust
Fund or any portion thereof in any such jurisdiction) shall be exercised and
performed singly by such separate trustee or co-trustee, but solely at the
direction of the Trustee;

                  (b) No trustee hereunder shall be held personally liable
because of any act or omission of any other trustee hereunder and such
appointment shall not, and shall not be deemed to, constitute any such separate
trustee or co-trustee as agent of the Trustee;

                  (c) The Trustee may at any time accept the resignation of or
remove any separate trustee or co-trustee; and

                  (d) The Servicer, and not the Trustee, shall be liable for the
payment of reasonable compensation, reimbursement and indemnification to any
such separate trustee or co-trustee.

                  Any notice, request or other writing given to the Trustee
shall be deemed to have been given to each of the separate trustees and
co-trustees, when and as effectively as if given to each of them. Every
instrument appointing any separate trustee or co-trustee shall refer to this
Agreement and the conditions of this Article VIII. Each separate trustee and
co-trustee, upon its acceptance of the trusts conferred, shall be vested with
the estates or property specified in its instrument of appointment, either
jointly with the Trustee or separately, as may be provided therein, subject to
all the provisions of this Agreement, specifically including every provision of
this Agreement relating to the conduct of, affecting the liability of, or
affording protection to, the Trustee. Every such instrument shall be filed with
the Trustee and a copy thereof given to the Servicer and the Depositor.

                  Any separate trustee or co-trustee may, at any time,
constitute the Trustee its agent or attorney-in-fact, with full power and
authority, to the extent not prohibited by law, to do any lawful act under or in
respect of this Agreement on its behalf and in its name. If any separate trustee
or co-trustee shall die, become incapable of acting, resign or be removed, all
of its estates, properties, rights, remedies and trusts shall vest in and be
exercised by the Trustee, to the extent permitted by law, without the
appointment of a new or successor trustee.


                                      -92-
<PAGE>


                  Section 8.11. Tax Matters. It is intended that the assets with
respect to which any REMIC election pertaining to the Trust Fund is to be made,
as set forth in the Preliminary Statement, shall constitute, and that the
conduct of matters relating to such assets shall be such as to qualify such
assets as, a "real estate mortgage investment conduit" as defined in and in
accordance with the REMIC Provisions. In furtherance of such intention, the
Trustee covenants and agrees that it shall act as agent (and the Trustee is
hereby appointed to act as agent) on behalf of each REMIC described in the
Preliminary Statement and that in such capacity it shall:

                  (a) prepare and file in a timely manner, a U.S. Real Estate
Mortgage Investment Conduit Income Tax Return (Form 1066 or any successor form
adopted by the Internal Revenue Service) and prepare and file with the Internal
Revenue Service and applicable state or local tax authorities income tax or
information returns for each taxable year with respect to each REMIC described
in the Preliminary Statement containing such information and at the times and in
the manner as may be required by the Code or state or local tax laws,
regulations, or rules, and furnish to Certificateholders the schedules,
statements or information at such times and in such manner as may be required
thereby;

                  (b) within thirty days of the Closing Date, the Trustee will
apply for an employer identification number from the Internal Revenue Service
via Form SS-4 or any other acceptable method for all tax entities and shall also
furnish to the Internal Revenue Service, on Form 8811 or as otherwise may be
required by the Code, the name, title, address, and telephone number of the
person that the holders of the Certificates may contact for tax information
relating thereto, together with such additional information as may be required
by such Form, and update such information at the time or times in the manner
required by the Code;

                  (c) make an election that each of the Lower Tier REMIC and the
Upper Tier REMIC be treated as a REMIC on the federal tax return for its first
taxable year (and, if necessary, under applicable state law);

                  (d) prepare and forward to the Certificateholders and to the
Internal Revenue Service and, if necessary, state tax authorities, all
information returns and reports as and when required to be provided to them in
accordance with the REMIC Provisions, including the calculation of any original
issue discount using the prepayment assumption (as described in the Prospectus
Supplement);

                  (e) provide information necessary for the computation of tax
imposed on the transfer of a Residual Certificate to a Person that is a
Non-Permitted Transferee, or an agent (including a broker, nominee or other
middleman) of a Non-Permitted Transferee, or a pass-through entity in which a
Non-Permitted Transferee is the record holder of an interest (the reasonable
cost of computing and furnishing such information may be charged to the Person
liable for such tax);

                  (f) to the extent that they are under its control, conduct
matters relating to such assets at all times that any Certificates are
outstanding so as to maintain the status of each of the Upper Tier REMIC and
Lower Tier REMIC as a REMIC under the REMIC Provisions;



                                      -93-
<PAGE>


                  (g) not knowingly or intentionally take any action or omit to
take any action that would cause the termination of the REMIC status of either
the Lower Tier REMIC or the Upper Tier REMIC created hereunder;

                  (h) pay, from the sources specified in the last paragraph of
this Section 8.11, the amount of any federal or state tax, including prohibited
transaction taxes as described below, imposed on the Lower Tier REMIC and the
Upper Tier REMIC created hereunder before its termination when and as the same
shall be due and payable (but such obligation shall not prevent the Trustee or
any other appropriate Person from contesting any such tax in appropriate
proceedings and shall not prevent the Trustee from withholding payment of such
tax, if permitted by law, pending the outcome of such proceedings);

                  (i) cause federal, state or local income tax or information
returns to be signed by the Trustee or such other person as may be required to
sign such returns by the Code or state or local laws, regulations or rules;

                  (j) maintain records relating to the Lower Tier REMIC and the
Upper Tier REMIC created hereunder, including the income, expenses, assets, and
liabilities thereof on a calendar year basis and on the accrual method of
accounting and the fair market value and adjusted basis of the assets determined
at such intervals as may be required by the Code, as may be necessary to prepare
the foregoing returns, schedules, statements or information; and

                  (k) as and when necessary and appropriate, represent the Lower
Tier REMIC and the Upper Tier REMIC created hereunder in any administrative or
judicial proceedings relating to an examination or audit by any governmental
taxing authority, request an administrative adjustment as to any taxable year of
the Lower Tier REMIC and the Upper Tier REMIC created hereunder, enter into
settlement agreements with any governmental taxing agency, extend any statute of
limitations relating to any tax item of the Lower Tier REMIC and the Upper Tier
REMIC created hereunder, and otherwise act on behalf of each REMIC in relation
to any tax matter or controversy involving it.

                  The Trustee shall treat the rights of the Class P
Certificateholders to Prepayment Charges, the rights of the Class X
Certificateholders to receive Interest Rate Cap Payments (subject to the
obligation to pay Basis Risk CarryForward Amounts) and the rights of the LIBOR
Certificateholders to receive Basis Risk CarryForward Amounts as the beneficial
ownership of interests in a grantor trust, and not as an obligation of any REMIC
created hereunder, for federal income tax purposes.

                  To enable the Trustee to perform its duties under this
Agreement, the Depositor shall provide to the Trustee within ten days after the
Closing Date all information or data that the Trustee requests in writing and
determines to be relevant for tax purposes to the valuations and offering prices
of the Certificates, including the price, yield, prepayment assumption, and
projected cash flows of the Certificates and the Mortgage Loans. Moreover, the
Depositor shall provide information to the Trustee concerning the value to each
Class of Certificates of the right to receive Basis Risk CarryForward Amounts
from the Excess Reserve Fund Account. Thereafter, the Depositor shall provide to
the Trustee promptly upon written request therefor any additional information or
data that the Trustee may, from time to time, reasonably request to




                                      -94-
<PAGE>


enable the Trustee to perform its duties under this Agreement. The Depositor
hereby indemnifies the Trustee for any losses, liabilities, damages, claims, or
expenses of the Trustee arising from any errors or miscalculations of the
Trustee that result from any failure of the Depositor to provide, or to cause to
be provided, accurate information or data to the Trustee on a timely basis.

                  If any tax is imposed on "prohibited transactions" of either
the Lower Tier REMIC or Upper Tier REMIC created hereunder as defined in Section
860F(a)(2) of the Code, on the "net income from foreclosure property" of the
Lower Tier REMIC as defined in Section 860G(c) of the Code, on any contribution
to either REMIC after the Startup Day pursuant to Section 860G(d) of the Code,
or any other tax is imposed, including any minimum tax imposed on either REMIC
pursuant to Sections 23153 and 24874 of the California Revenue and Taxation
Code, if not paid as otherwise provided for herein, the tax shall be paid by (i)
the Trustee if such tax arises out of or results from negligence of the Trustee
in the performance of any of its obligations under this Agreement, (ii) the
Servicer, in the case of any such minimum tax, and otherwise if such tax arises
out of or results from a breach by the Servicer of any of its obligations under
this Agreement, (iii) a Responsible Party if such tax arises out of or results
from that Responsible Party's obligation to repurchase a Mortgage Loan pursuant
to Section 2.03 or (iv) in all other cases, or if the Trustee, the Servicer, or
the Responsible Party fails to honor its obligations under the preceding clause
(i), (ii) or (iii), any such tax will be paid with amounts otherwise to be
distributed to the Certificateholders, as provided in Section 4.02(a).

                  Section 8.12. Periodic Filings. (a) The Trustee and the
Servicer shall reasonably cooperate with the Depositor in connection with the
Trust's satisfying the reporting requirements under the Securities Exchange Act
of 1934, as amended. The Trustee shall prepare on behalf of the Trust any Forms
8-K and 10-K customary for similar securities as required by the Exchange Act
and the Rules and Regulations of the Securities and Exchange Commission
thereunder, and the Trustee shall sign and file (via the Securities and Exchange
Commission's Electronic Data Gathering and Retrieval System) such Forms on
behalf of the Depositor, if an officer of the Depositor signs the Certification
(as defined below), or otherwise on behalf of the Trust. In the event the
Trustee is signing on behalf of the Depositor pursuant to the preceding
sentence, the Depositor hereby grants to the Trustee a limited power of attorney
to execute and file each such document on behalf of the Depositor. Such power of
attorney shall continue until either the earlier of (i) receipt by the Trustee
from the Depositor of written termination of such power of attorney and (ii) the
termination of the Trust. Notwithstanding the foregoing, the Trustee shall
prepare such Form to be signed by the Depositor and the Depositor shall sign
such Form, unless the Securities and Exchange Commission has indicated that it
will accept a Certification signed by the Depositor where the related Form 10-K
is signed by the Trustee on behalf of the Depositor.

                  (b) Each Form 8-K shall be filed by the Trustee within 15 days
after each Distribution Date, including a copy of the statement to the
Certificateholders for such Distribution Date as an exhibit thereto. Prior to
March 30th of each year (or such earlier date as may be required by the Exchange
Act and the Rules and Regulations of the Securities and Exchange Commission),
the Trustee shall file a Form 10-K, in substance as required by applicable law
or applicable Securities and Exchange Commission staff's interpretations. Such
Form 10-K shall include as exhibits the Servicer's annual statement of
compliance described



                                      -95-
<PAGE>


under Section 3.22 and the accountant's report described under Section 3.23, in
each case to the extent they have been timely delivered to the Trustee. If they
are not so timely delivered, the Trustee shall file an amended Form 10-K
including such documents as exhibits reasonably promptly after they are
delivered to the Trustee. The Trustee shall have no liability with respect to
any failure to properly prepare or file such periodic reports resulting from or
relating to the Trustee's inability or failure to obtain any information not
resulting from its own negligence, willful misconduct or bad faith. The Form
10-K shall also include a certification in the form attached hereto as Exhibit L
(the "Certification"), which shall, except as described below, be signed by the
senior officer of the Depositor in charge of securitization. Notwithstanding the
foregoing, if it is determined by the Depositor that the Certification may be
executed by multiple persons, the Trustee shall sign the Certification in
respect of items 1 through 3 thereof and the Servicer shall cause the senior
officer in charge of servicing at the Servicer to sign the Certification in
respect of items 4 and 5 thereof and the Trustee may rely on the Certification
signed by the Servicer to the same extent as provided in subsection (c) below.

                  (c) In the event the Certification is to be signed by an
officer of the Depositor, the Trustee shall sign a certification (in the form
attached hereto as Exhibit M) for the benefit of the Depositor and its officers,
directors and Affiliates in respect of items 1 through 3 thereof of the
Certification (provided, however, that the Trustee shall not undertake an
analysis of the accountant's report attached as an exhibit to the Form 10-K),
and the Servicer shall sign a certification (in the form attached hereto as
Exhibit M) for the benefit of the Depositor, the Trustee and their respective
officers, directors and Affiliates in respect of items 4 and 5 of the
Certification. Each such certification shall be delivered to the Depositor no
later than March 10th of each year (or if such day is not a Business Day, the
immediately preceding Business Day) and the Depositor shall deliver the
Certification to be filed to the Trustee no later than March 20th of each year
(or if such day is not a Business Day, the immediately preceding Business Day).
In the event that prior to the filing date of the Form 10-K in March of each
year, the Trustee or the Servicer has actual knowledge of information material
to the Certification, that party shall promptly notify the Depositor and each of
the other parties signing the certifications. In addition, (i) the Trustee shall
indemnify and hold harmless the Depositor and its officers, directors and
Affiliates from and against any losses, damages, penalties, fines, forfeitures,
reasonable and necessary legal fees and related costs, judgments and other costs
and expenses arising out of or based upon any breach of the Trustee's
obligations under this Section 8.12(c) or the Trustee's negligence, bad faith or
willful misconduct in connection therewith, and (ii) the Servicer shall
indemnify and hold harmless the Depositor, the Trustee and their respective
officers, directors and Affiliates from and against any losses, damages,
penalties, fines, forfeitures, reasonable and necessary legal fees and related
costs, judgments and other costs and expenses arising out of or based upon any
breach of the Servicer's obligations under this Section 8.12(c) or the
Servicer's negligence, bad faith or willful misconduct in connection therewith.
If the indemnification provided for herein is unavailable or insufficient to
hold harmless the indemnified party, then (i) the Trustee agrees in connection
with a breach of the Trustee's obligations under this Section 8.12(c) or the
Trustee's negligence, bad faith or willful misconduct in connection therewith
that it shall contribute to the amount paid or payable by the Depositor as a
result of the losses, claims, damages or liabilities of the Depositor in such
proportion as is appropriate to reflect the relative fault of the Depositor on
the one hand and the Trustee on the other and (ii) the Servicer agrees that it
shall contribute to the amount paid or payable by the Depositor and/or the
Trustee as a result of the losses, claims, damages or



                                      -96-
<PAGE>


liabilities of the Depositor and/or the Trustee in such proportion as is
appropriate to reflect the relative fault of the Depositor or the Trustee, as
the case may be, on the one hand and the Servicer on the other in connection
with a breach of the Servicer's obligations under this Section 8.12(c) or the
Servicer's negligence, bad faith or willful misconduct in connection therewith.

                  (d) Upon any filing with the Securities and Exchange
Commission, the Trustee shall promptly deliver to the Depositor a copy of any
such executed report, statement or information.

                  (e) Prior to January 30 of the first year in which the Trustee
is able to do so under applicable law, the Trustee shall file a Form 15
Suspension Notification with respect to the Trust.

                  Section 8.13. Tax Classification of the Excess Reserve Fund
Account and the Cap Agreement. For federal income tax purposes, the Trustee
shall treat the Excess Reserve Fund Account and the Cap Agreement as assets of a
grantor trust, within the meaning of subpart E, Part I of subchapter J of the
Code. The Trustee shall treat the rights that each Class of LIBOR Certificates
has to receive payments of Basis Risk CarryForward Amounts from the Excess
Reserve Fund Account as rights to receive payments under an interest rate cap
contract written by the Class X Certificateholder in favor of each Class and
beneficially owned by each such Class through the grantor trust. Accordingly,
each Class of Certificates (excluding the Class X, Class P and Class R
Certificates) will be comprised of two components - an Upper Tier Regular
Interest and an interest in an interest rate cap contract, and the Class X
Certificates will be comprised of three components - an Upper-Tier Regular
Interest, the Cap Agreement and an interest in the Excess Reserve Fund Account,
subject to obligation to pay Basis Risk CarryForward Amounts. The Trustee shall
allocate the issue price for a Class of Certificates between such components for
purposes of determining the issue price of the Upper Tier Regular Interest
component based on information received from the Depositor.


                                   ARTICLE IX

                                   TERMINATION

                  Section 9.01. Termination upon Liquidation or Purchase of the
Mortgage Loans. Subject to Section 9.03, the obligations and responsibilities of
the Depositor, the Servicer and the Trustee created hereby with respect to the
Trust Fund shall terminate upon the earlier of (a) the purchase, on or after the
Optional Termination Date, by the Servicer of all Mortgage Loans (and REO
Properties) at the price equal to the sum of (i) 100% of the unpaid principal
balance of each Mortgage Loan (other than in respect of REO Property) plus
accrued and unpaid interest thereon at the applicable Mortgage Rate and (ii) the
lesser of (x) the appraised value of any REO Property as determined by the
higher of two appraisals completed by two independent appraisers selected by the
Servicer at the expense of the Servicer, plus accrued and unpaid interest on
each Mortgage Loan at the applicable Mortgage Rate, and (y) the unpaid principal
balance of each Mortgage Loan related to any REO Property, plus accrued and
unpaid interest thereon at the applicable Mortgage Rate and (b) the later of (i)
the maturity or other liquidation (or any Advance with respect thereto) of the
last Mortgage Loan remaining in the Trust Fund and the disposition of all REO
Property and (ii) the distribution to Certificateholders of all amounts



                                      -97-
<PAGE>


required to be distributed to them pursuant to this Agreement. In no event shall
the trusts created hereby continue beyond the expiration of 21 years from the
death of the survivor of the descendants of Joseph P. Kennedy, the late
Ambassador of the United States to the Court of St. James's, living on the date
hereof.

                  Section 9.02. Final Distribution on the Certificates. If on
any Remittance Date, the Servicer determines that there are no Outstanding
Mortgage Loans and no other funds or assets in the Trust Fund other than the
funds in the Collection Account, the Servicer shall direct the Trustee promptly
to send a Notice of Final Distribution to each Certificateholder. If the
Servicer elects to terminate the Trust Fund pursuant to clause (a) of Section
9.01, at least 20 days prior to the date the Notice of Final Distribution is to
be mailed to the affected Certificateholders, the Servicer shall notify the
Depositor and the Trustee of the date the Servicer intends to terminate the
Trust Fund and of the applicable repurchase price of the Mortgage Loans and REO
Properties.

                  A Notice of Final Distribution, specifying the Distribution
Date on which Certificateholders may surrender their Certificates for payment of
the final distribution and cancellation, shall be given promptly by the Trustee
by letter to Certificateholders mailed not earlier than the 10th day and not
later than the 15th day of the month next preceding the month of such final
distribution. Any such Notice of Final Distribution shall specify (a) the
Distribution Date upon which final distribution on the Certificates will be made
upon presentation and surrender of Certificates at the office therein
designated, (b) the amount of such final distribution, (c) the location of the
office or agency at which such presentation and surrender must be made and (d)
that the Record Date otherwise applicable to such Distribution Date is not
applicable, distributions being made only upon presentation and surrender of the
Certificates at the office therein specified. The Trustee will give such Notice
of Final Distribution to each Rating Agency at the time such Notice of Final
Distribution is given to Certificateholders.

                  In the event such Notice of Final Distribution is given, the
Servicer shall cause all funds in the Collection Account to be remitted to the
Trustee for deposit in the Distribution Account on the Business Day prior to the
applicable Distribution Date in an amount equal to the final distribution in
respect of the Certificates. Upon such final deposit with respect to the Trust
Fund and the receipt by the Trustee of a Request for Release therefor, the
Trustee shall promptly release to the Servicer the Custodial Files for the
Mortgage Loans.

                  Upon presentation and surrender of the Certificates, the
Trustee shall cause to be distributed to the Certificateholders of each Class
(after reimbursement of all amounts due to the Servicer, the Depositor and the
Trustee thereunder), in each case on the final Distribution Date and in the
order set forth in Section 4.02, in proportion to their respective Percentage
Interests, with respect to Certificateholders of the same Class, up to an amount
equal to (i) as to each Class of Regular Certificates (except the Class X
Certificate), the Certificate Balance thereof plus for each such Class and the
Class X Certificate accrued interest thereon in the case of an interest-bearing
Certificate and all other amounts to which such Classes are entitled pursuant to
Section 4.02 and (ii) as to the Residual Certificates, the amount, if any, which
remains on deposit in the Distribution Account (other than the amounts retained
to meet claims) after application pursuant to clause (i) above.


                                      -98-
<PAGE>


                  In the event that any affected Certificateholders shall not
surrender Certificates for cancellation within six months after the date
specified in the above mentioned written notice, the Trustee shall give a second
written notice to the remaining Certificateholders to surrender their
Certificates for cancellation and receive the final distribution with respect
thereto. If within six months after the second notice all the applicable
Certificates shall not have been surrendered for cancellation, the Trustee may
take appropriate steps, or may appoint an agent to take appropriate steps, to
contact the remaining Certificateholders concerning surrender of their
Certificates, and the cost thereof shall be paid out of the funds and other
assets which remain a part of the Trust Fund. If within one year after the
second notice all Certificates shall not have been surrendered for cancellation,
the Class R Certificateholders shall be entitled to all unclaimed funds and
other assets of the Trust Fund which remain subject hereto.

                  Section 9.03. Additional Termination Requirements. In the
event the Servicer exercises its purchase option with respect to the Mortgage
Loans as provided in Section 9.01, the Trust Fund shall be terminated in
accordance with the following additional requirements, unless the Trustee has
been supplied with an Opinion of Counsel, at the expense of the Servicer, to the
effect that the failure to comply with the requirements of this Section 9.03
will not (i) result in the imposition of taxes on "prohibited transactions" on
either the Lower Tier REMIC or the Upper Tier REMIC as defined in Section 860F
of the Code or (ii) cause either the Lower Tier REMIC or the Upper Tier REMIC to
fail to qualify as a REMIC at any time that any Certificates are outstanding:

                  (a) The Trustee shall sell all of the assets of the Trust Fund
to the Servicer, and, within 90 days of such sale, shall distribute to the
Certificateholders the proceeds of such sale in complete liquidation of each of
the Lower Tier REMIC and the Upper Tier REMIC; and

                  (b) The Trustee shall attach a statement to the final federal
income tax return for each of the Lower Tier REMIC and the Upper Tier REMIC
stating that pursuant to Treasury Regulations Section 1.860F-1, the first day of
the 90-day liquidation period for each such REMIC was the date on which the
Trustee sold the assets of the Trust Fund to the Servicer.


                                   ARTICLE X

                            MISCELLANEOUS PROVISIONS

                  Section 10.01. Amendment. This Agreement may be amended from
time to time by the Depositor, the Responsible Party, the Servicer and the
Trustee, without the consent of any of the Certificateholders (i) to cure any
ambiguity or mistake, (ii) to correct any defective provision herein or to
supplement any provision herein which may be inconsistent with any other
provision herein, (iii) to add to the duties of the Depositor or the Servicer,
(iv) to add any other provisions with respect to matters or questions arising
hereunder or (v) to modify, alter, amend, add to or rescind any of the terms or
provisions contained in this Agreement; provided, that any action pursuant to
clause (iv) or (v) above shall not, as evidenced by an Opinion of Counsel (which
Opinion of Counsel shall not be an expense of the Trustee or the Trust Fund),
adversely affect in any material respect the interests of any Certificateholder;
provided, further, that the amendment shall not be deemed to adversely affect in
any material respect the interests of the Certificateholders if the Person
requesting the amendment obtains a letter from each Rating




                                      -99-
<PAGE>


Agency stating that the amendment would not result in the downgrading or
withdrawal of the respective ratings then assigned to the Certificates; it being
understood and agreed that any such letter in and of itself will not represent a
determination as to the materiality of any such amendment and will represent a
determination only as to the credit issues affecting any such rating. The
Trustee, the Depositor, the Responsible Party and the Servicer also may at any
time and from time to time amend this Agreement, but without the consent of the
Certificateholders to modify, eliminate or add to any of its provisions to such
extent as shall be necessary or helpful to (i) maintain the qualification of the
Lower Tier REMIC and the Upper Tier REMIC under the Code, (ii) avoid or minimize
the risk of the imposition of any tax on the Lower Tier REMIC or the Upper Tier
REMIC pursuant to the Code that would be a claim at any time prior to the final
redemption of the Certificates or (iii) comply with any other requirements of
the Code; provided, that the Trustee has been provided an Opinion of Counsel,
which opinion shall be an expense of the party requesting such opinion but in
any case shall not be an expense of the Trustee or the Trust Fund, to the effect
that such action is necessary or helpful to, as applicable, (i) maintain such
qualification, (ii) avoid or minimize the risk of the imposition of such a tax
or (iii) comply with any such requirements of the Code.

                  This Agreement may also be amended from time to time by the
Depositor, the Servicer, the Responsible Party and the Trustee, but with the
consent of the Holders of Certificates evidencing Percentage Interests
aggregating not less than 66 2/3% of each Class of Certificates affected thereby
for the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions of this Agreement or of modifying in any
manner the rights of the Holders of Certificates; provided, however, that no
such amendment shall (i) reduce in any manner the amount of, or delay the timing
of, payments required to be distributed on any Certificate without the consent
of the Holder of such Certificate, (ii) adversely affect in any material respect
the interests of the Holders of any Class of Certificates in a manner other than
as described in clause (i), without the consent of the Holders of Certificates
of such Class evidencing, as to such Class, Percentage Interests aggregating not
less than 66 2/3% or (iii) reduce the aforesaid percentages of Certificates the
Holders of which are required to consent to any such amendment, without the
consent of the Holders of all such Certificates then outstanding.

                  Notwithstanding any contrary provision of this Agreement, the
Trustee shall not consent to any amendment to this Agreement unless (i) it shall
have first received an Opinion of Counsel, which opinion shall not be an expense
of the Trustee or the Trust Fund, to the effect that such amendment will not
cause the imposition of any tax on either the Lower Tier REMIC or the Upper Tier
REMIC or the Certificateholders or cause any such REMIC to fail to qualify as a
REMIC at any time that any Certificates are outstanding and (ii) the party
seeking such amendment shall have provided written notice to the Rating Agencies
(with a copy of such notice to the Trustee) of such amendment, stating the
provisions of the Agreement to be amended.

                  Notwithstanding the foregoing provisions of this Section
10.01, with respect to any amendment that significantly modifies the permitted
activities of the Trustee or the Servicer, any Certificate beneficially owned by
the Depositor shall be deemed not to be outstanding (and shall not be considered
when determining the percentage of Certificateholders consenting or



                                     -100-
<PAGE>


when calculating the total number of Certificates entitled to consent) for
purposes of determining if the requisite consents of Certificateholders under
this Section 10.01 have been obtained.

                  Promptly after the execution of any amendment to this
Agreement requiring the consent of Certificateholders, the Trustee shall furnish
written notification of the substance or a copy of such amendment to each
Certificateholder and each Rating Agency.

                  It shall not be necessary for the consent of
Certificateholders under this Section 10.01 to approve the particular form of
any proposed amendment, but it shall be sufficient if such consent shall approve
the substance thereof. The manner of obtaining such consents and of evidencing
the authorization of the execution thereof by Certificateholders shall be
subject to such reasonable regulations as the Trustee may prescribe.

                  Nothing in this Agreement shall require the Trustee to enter
into an amendment without receiving an Opinion of Counsel (which Opinion shall
not be an expense of the Trustee or the Trust Fund), satisfactory to the Trustee
that (i) such amendment is permitted and is not prohibited by this Agreement and
that all requirements for amending this Agreement have been complied with and
(ii) either (A) the amendment does not adversely affect in any material respect
the interests of any Certificateholder or (B) the conclusion set forth in the
immediately preceding clause (A) is not required to be reached pursuant to this
Section 10.01.

                  Section 10.02. Recordation of Agreement; Counterparts. This
Agreement is subject to recordation in all appropriate public offices for real
property records in all the counties or other comparable jurisdictions in which
any or all of the properties subject to the Mortgages are situated, and in any
other appropriate public recording office or elsewhere, such recordation to be
effected by the Servicer at the direction and expense of the Depositor, but only
upon receipt of an Opinion of Counsel to the effect that such recordation
materially and beneficially affects the interests of the Certificateholders.

                  For the purpose of facilitating the recordation of this
Agreement as herein provided and for other purposes, this Agreement may be
executed simultaneously in any number of counterparts, each of which
counterparts shall be deemed to be an original, and such counterparts shall
constitute but one and the same instrument.

                  Section 10.03. Governing Law. THIS AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE SUBSTANTIVE LAWS OF THE STATE
OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN THE STATE OF
NEW YORK AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HERETO AND THE
CERTIFICATEHOLDERS SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

                  Section 10.04. Intention of Parties. It is the express intent
of the parties hereto that the conveyance (i) of the Mortgage Loans by the
Depositor and (ii) of the Trust Fund by the Depositor to the Trustee each be,
and be construed as, an absolute sale thereof. It is, further, not the intention
of the parties that such conveyances be deemed a pledge thereof. However, in the
event that, notwithstanding the intent of the parties, such assets are held to
be the property of the



                                     -101-
<PAGE>


Depositor, as the case may be, or if for any other reason this Agreement is held
or deemed to create a security interest in either such assets, then (i) this
Agreement shall be deemed to be a security agreement within the meaning of the
Uniform Commercial Code of the State of New York and (ii) the conveyances
provided for in this Agreement shall be deemed to be an assignment and a grant
by the Depositor to the Trustee, for the benefit of the Certificateholders, of a
security interest in all of the assets transferred, whether now owned or
hereafter acquired.

                  The Depositor, for the benefit of the Certificateholders,
shall, to the extent consistent with this Agreement, take such actions as may be
necessary to ensure that, if this Agreement were deemed to create a security
interest in the Trust Fund, such security interest would be deemed to be a
perfected security interest of first priority under applicable law and will be
maintained as such throughout the term of the Agreement. The Depositor shall
arrange for filing any Uniform Commercial Code continuation statements in
connection with any security interest granted or assigned to the Trustee for the
benefit of the Certificateholders.

                  Section 10.05. Notices. (a) The Trustee shall use its best
efforts to promptly provide notice to each Rating Agency with respect to each of
the following of which it has actual knowledge:

                  1. Any material change or amendment to this Agreement;

                  2. The occurrence of any Event of Default that has not been
cured;

                  3. The resignation or termination of the Servicer or the
Trustee and the appointment of any successor;

                  4. The repurchase or substitution of Mortgage Loans pursuant
to Section 2.03; and

                  5. The final payment to Certificateholders.

                  (b) In addition, the Trustee shall promptly furnish to each
Rating Agency copies of the following:

                  1. Each report to Certificateholders described in Section
4.03; and

                  2. Any notice of a purchase of a Mortgage Loan pursuant to
Section 2.02, 2.03 or 3.11.

                  All directions, demands, consents and notices hereunder shall
be in writing and shall be deemed to have been duly given when delivered to: (a)
in the case of the Depositor or the Underwriter, Morgan Stanley Dean Witter
Capital I Inc. or Morgan Stanley & Co. Incorporated. 1221 Avenue of the
Americas, New York, New York 10036, Attention: Michelle Wilke, Esq., Facsimile:
(212) 762-8896, or such other address as the Depositor or the Underwriter may
hereafter furnish to the Servicer and the Trustee; (b) in the case of the
Servicer, The Provident Bank, 4221 International Parkway Atlanta, Georgia 30354,
Attention: Randy Decker, or such other address as may be hereafter furnished to
the Depositor, the Responsible Party and the Trustee by the Servicer in writing;
(c) in the case of the Trustee to the Corporate



                                     -102-
<PAGE>


Trust Office, Deutsche Bank National Trust Company, 1761 East St. Andrew Place,
Santa Ana, California 92705, Attention: Trust Administration MS03C3, or such
other address as the Trustee may hereafter furnish to the Depositor, the
Responsible Party or Servicer; (d) in the case of the Responsible Party, NC
Capital Corporation, 18400 Van Karman, Suite 1000, Irvine, California 92612,
Attention: Patrick Flanagan, President, or such other address as the Responsible
Party may hereafter furnish to the Depositor, the Trustee or the Servicer; and
(e) in the case of each of the Rating Agencies, the address specified therefor
in the definition corresponding to the name of such Rating Agency. Notices to
Certificateholders shall be deemed given when mailed, first class postage
prepaid, to their respective addresses appearing in the Certificate Register.

                  Section 10.06. Severability of Provisions. If any one or more
of the covenants, agreements, provisions or terms of this Agreement shall be for
any reason whatsoever held invalid, then such covenants, agreements, provisions
or terms shall be deemed severable from the remaining covenants, agreements,
provisions or terms of this Agreement and shall in no way affect the validity or
enforceability of the other provisions of this Agreement or of the Certificates
or the rights of the Holders thereof.

                  Section 10.07. Assignment; Sales; Advance Facilities.
Notwithstanding anything to the contrary contained herein, except as provided in
Section 6.02, this Agreement may not be assigned by the Servicer without the
prior written consent of the Trustee and the Depositor; provided, however, the
Servicer is hereby authorized to enter into an Advance Facility under which (l)
the Servicer sells, assigns or pledges to an Advancing Person the Servicer's
rights under this Agreement to be reimbursed for any P&I Advances or Servicing
Advances and/or (2) an Advancing Person agrees to fund some or all P&I Advances
or Servicing Advances required to be made by the Servicer pursuant to this
Agreement. No consent of the Trustee, Certificateholders or any other party is
required before the Servicer may enter into an Advance Facility. Notwithstanding
the existence of any Advance Facility under which an Advancing Person agrees to
fund P&I Advances and/or Servicing Advances on the Servicer's behalf, the
Servicer shall remain obligated pursuant to this Agreement to make P&I Advances
and Servicing Advances pursuant to and as required by this Agreement, and shall
not be relieved of such obligations by virtue of such Advance Facility.

                  Reimbursement amounts shall consist solely of amounts in
respect of P&I Advances and/or Servicing Advances made with respect to the
Mortgage Loans for which the Servicer would be permitted to reimburse itself in
accordance with this Agreement, assuming the Servicer had made the related P&I
Advance(s) and/or Servicing Advance(s).

                  The Servicer shall maintain and provide to any successor
Servicer a detailed accounting on a loan-by-loan basis as to amounts advanced
by, pledged or assigned to, and reimbursed to any Advancing Person. The
successor Servicer shall be entitled to rely on any such information provided by
the predecessor Servicer, and the successor Servicer shall not be liable for any
errors in such information.

                  An Advancing Person who purchases or receives an assignment or
pledge of the rights to be reimbursed for P&I Advances and/or Servicing
Advances, and/or whose obligations hereunder are limited to the funding of P&I
Advances and/or Servicing Advances shall not be required to meet the criteria
for qualification of a Sub-Servicer set forth in this Agreement.



                                     -103-
<PAGE>


                  The documentation establishing any Advance Facility shall
require that such reimbursement amounts distributed with respect to each
Mortgage Loan be allocated to outstanding unreimbursed P&I Advances or Servicing
Advances (as the case may be) made with respect to that Mortgage Loan on a
"first-in, first out" (FIFO) basis. Such documentation shall also require the
Servicer to provide to the related Advancing Person or its designee loan-by-loan
information with respect to each such reimbursement amount distributed to such
Advancing Person or Advance Facility trustee on each Distribution Date, to
enable the Advancing Person or Advance Facility trustee to make the FIFO
allocation of each such reimbursement amount with respect to each Mortgage Loan.
The Servicer shall remain entitled to be reimbursed by the Advancing Person or
Advance Facility trustee for all P&I Advances and Servicing Advances funded by
the Servicer to the extent the related rights to be reimbursed therefor have not
been sold, assigned or pledged to an Advancing Person.

                  Any amendment to this Section 10.07 or to any other provision
of this Agreement that may be necessary or appropriate to effect the terms of an
Advance Facility as described generally in this Section 10.07, including
amendments to add provisions relating to a successor Servicer, may be entered
into by the Trustee, the Responsible Party and the Servicer, without the consent
of any Certificateholder, notwithstanding anything to the contrary in this
Agreement, upon receipt by the Trustee of an Opinion of Counsel that such
amendment has no material adverse effect on the Certificateholders or written
confirmation from the Rating Agencies that such amendment will not adversely
affect the ratings on the Certificates. Prior to entering into an Advance
Facility, the applicable Servicer shall notify the lender under such facility in
writing that: (a) the Advances financed by and/or pledged to the lender are
obligations owed to the Servicer on a non-recourse basis payable only from the
cash flows and proceeds received under this Agreement for reimbursement of
Advances only to the extent provided herein, and the Trustee and the Trust are
not otherwise obligated or liable to repay any Advances financed by the lender;
(b) the Servicer will be responsible for remitting to the lender the applicable
amounts collected by it as reimbursement for Advances funded by the lender,
subject to the restrictions and priorities created in this Agreement; and (c)
the Trustee shall not have any responsibility to track or monitor the
administration of the financing arrangement between the Servicer and the lender.

                  Section 10.08. Limitation on Rights of Certificateholders. The
death or incapacity of any Certificateholder shall not operate to terminate this
Agreement or the trust created hereby, nor entitle such Certificateholder's
legal representative or heirs to claim an accounting or to take any action or
commence any proceeding in any court for a petition or winding up of the trust
created hereby, or otherwise affect the rights, obligations and liabilities of
the parties hereto or any of them.

                  No Certificateholder shall have any right to vote (except as
provided herein) or in any manner otherwise control the operation and management
of the Trust Fund, or the obligations of the parties hereto, nor shall anything
herein set forth or contained in the terms of the Certificates be construed so
as to constitute the Certificateholders from time to time as partners or members
of an association; nor shall any Certificateholder be under any liability to any
third party by reason of any action taken by the parties to this Agreement
pursuant to any provision hereof.


                                     -104-
<PAGE>


                  No Certificateholder shall have any right by virtue or by
availing itself of any provisions of this Agreement to institute any suit,
action or proceeding in equity or at law upon or under or with respect to this
Agreement, unless such Holder previously shall have given to the Trustee a
written notice of an Event of Default and of the continuance thereof, as herein
provided, and unless the Holders of Certificates evidencing not less than 25% of
the Voting Rights evidenced by the Certificates shall also have made written
request to the Trustee to institute such action, suit or proceeding in its own
name as Trustee hereunder and shall have offered to the Trustee such reasonable
indemnity as it may require against the costs, expenses, and liabilities to be
incurred therein or thereby, and the Trustee, for 60 days after its receipt of
such notice, request and offer of indemnity shall have neglected or refused to
institute any such action, suit or proceeding; it being understood and intended,
and being expressly covenanted by each Certificateholder with every other
Certificateholder and the Trustee, that no one or more Holders of Certificates
shall have any right in any manner whatever by virtue or by availing itself or
themselves of any provisions of this Agreement to affect, disturb or prejudice
the rights of the Holders of any other of the Certificates, or to obtain or seek
to obtain priority over or preference to any other such Holder or to enforce any
right under this Agreement, except in the manner herein provided and for the
common benefit of all Certificateholders. For the protection and enforcement of
the provisions of this Section 10.08, each and every Certificateholder and the
Trustee shall be entitled to such relief as can be given either at law or in
equity.

                  Section 10.09. Inspection and Audit Rights. The Servicer
agrees that, on reasonable prior notice, it will permit any representative of
the Depositor or the Trustee during such Person's normal business hours, to
examine all the books of account, records, reports and other papers of such
Person relating to the Mortgage Loans, to make copies and extracts therefrom, to
cause such books to be audited by independent certified public accountants
selected by the Depositor or the Trustee and to discuss its affairs, finances
and accounts relating to the Mortgage Loans with its officers, employees and
independent public accountants (and by this provision the Servicer hereby
authorizes said accountants to discuss with such representative such affairs,
finances and accounts), all at such reasonable times and as often as may be
reasonably requested. Any out-of-pocket expense of the Servicer incident to the
exercise by the Depositor or the Trustee of any right under this Section 10.09
shall be borne by the Servicer.

                  Section 10.10. Certificates Nonassessable and Fully Paid. It
is the intention of the Depositor that Certificateholders shall not be
personally liable for obligations of the Trust Fund, that the interests in the
Trust Fund represented by the Certificates shall be nonassessable for any reason
whatsoever, and that the Certificates, upon due authentication thereof by the
Trustee pursuant to this Agreement, are and shall be deemed fully paid.

                            [SIGNATURE PAGE FOLLOWS]


                                     -105-
<PAGE>




                  IN WITNESS WHEREOF, the Depositor, the Trustee, the
Responsible Party and the Servicer have caused their names to be signed hereto
by their respective officers thereunto duly authorized as of the day and year
first above written.

                                      MORGAN STANLEY DEAN WITTER
                                      CAPITAL I INC., as Depositor


                                      By: /s/ Peter Chai
                                          --------------------------------
                                          Name:
                                          Title:


                                      DEUTSCHE BANK NATIONAL TRUST
                                      COMPANY, solely as Trustee and not in
                                      its individual capacity


                                      By: /s/ Ronaldo Reyes
                                          --------------------------------
                                          Name: Ronaldo Reyes
                                          Title: Associate


                                      By: /s/ James F. Noriega
                                          --------------------------------
                                          Name: James F. Noriega
                                          Title: Associate


                                      THE PROVIDENT BANK, as Servicer


                                      By: /s/ Michael W. Maloney
                                          --------------------------------
                                          Name: Michael W. Maloney
                                          Title: Senior Vice President


                                      NC CAPITAL CORPORATION, as Responsible
                                      Party


                                      By: /s/ Patrick Flanagan
                                          --------------------------------
                                          Name: Patrick Flanagan
                                          Title: Chief Executive Officer










             [Signature Page to the Pooling and Servicing Agreement]



<PAGE>



                                   SCHEDULE I

                             Mortgage Loan Schedule




















                                      S-I-1



<PAGE>



                                   SCHEDULE II

                       Mortgage Pass-Through Certificates,
                                 Series 2003-NC3

                 Representations and Warranties of the Servicer
                 ----------------------------------------------

                  THE PROVIDENT BANK (the "Servicer") hereby makes the
representations and warranties set forth in this Schedule II to the Depositor
and the Trustee, as of the Closing Date, or if so specified herein, as of the
Cut-off Date. Capitalized terms used but not otherwise defined in this Schedule
II shall have the meanings ascribed thereto in the Pooling and Servicing
Agreement (the "Pooling and Servicing Agreement") relating to the
above-referenced Series.

                  (1) The Servicer is an Ohio banking corporation duly
          organized, validly existing and in good standing under the laws of the
          state of Ohio and is duly authorized and qualified to transact any and
          all business contemplated by this Pooling and Servicing Agreement to
          be conducted by the Servicer in any state in which a Mortgaged
          Property securing a Mortgage Loan is located or is otherwise not
          required under applicable law to effect such qualification and, in any
          event, is in compliance with the doing business laws of any such
          State, to the extent necessary to ensure its ability to enforce each
          Mortgage Loan and to service the Mortgage Loans in accordance with the
          terms of this Pooling and Servicing Agreement;

                  (2) The Servicer has the full power and authority to service
          each Mortgage Loan, and to execute, deliver and perform, and to enter
          into and consummate the transactions contemplated by this Pooling and
          Servicing Agreement and has duly authorized by all necessary action on
          the part of the Servicer the execution, delivery and performance of
          this Pooling and Servicing Agreement; and this Pooling and Servicing
          Agreement, assuming the due authorization, execution and delivery
          thereof by the Depositor, the Responsible Party and the Trustee,
          constitutes a legal, valid and binding obligation of the Servicer,
          enforceable against the Servicer in accordance with its terms, except
          to the extent that (a) the enforceability thereof may be limited by
          bankruptcy, insolvency, moratorium, receivership and other similar
          laws relating to creditors' rights generally and (b) the remedy of
          specific performance and injunctive and other forms of equitable
          relief may be subject to the equitable defenses and to the discretion
          of the court before which any proceeding therefor may be brought;

                  (3) The execution and delivery of this Pooling and Servicing
          Agreement by the Servicer, the servicing of the Mortgage Loans by the
          Servicer hereunder, the consummation by the Servicer of any other of
          the transactions herein contemplated, and the fulfillment of or
          compliance with the terms hereof are in the ordinary course of
          business of the Servicer and will not (A) result in a breach of any
          term or provision of the organizational documents of the Servicer or
          (B) conflict with, result in a breach, violation or acceleration of,
          or result in a default under, the terms of any other material
          agreement or instrument to which the Servicer is a party or by which
          it may be bound, or any statute, order or regulation applicable to the
          Servicer of any court, regulatory body, administrative agency or
          governmental body having jurisdiction over the Servicer; and


                                     S-II-1

<PAGE>



          the Servicer is not a party to, bound by, or in breach or violation of
          any indenture or other agreement or instrument, or subject to or in
          violation of any statute, order or regulation of any court, regulatory
          body, administrative agency or governmental body having jurisdiction
          over it, which materially and adversely affects or, to the Servicer's
          knowledge, would in the future materially and adversely affect, (x)
          the ability of the Servicer to perform its obligations under this
          Pooling and Servicing Agreement or (y) the business, operations,
          financial condition, properties or assets of the Servicer taken as a
          whole;

                  (4) The Servicer is an approved seller/servicer for Fannie Mae
          and an approved servicer for Freddie Mac in good standing and is a HUD
          approved mortgagee pursuant to Section 203 and Section 211 of the
          National Housing Act;

                  (5) No litigation is pending against the Servicer that would
          materially and adversely affect the execution, delivery or
          enforceability of this Pooling and Servicing Agreement or the ability
          of the Servicer to service the Mortgage Loans or to perform any of its
          other obligations hereunder in accordance with the terms hereof;

                  (6) No consent, approval, authorization or order of any court
          or governmental agency or body is required for the execution, delivery
          and performance by the Servicer of, or compliance by the Servicer
          with, this Pooling and Servicing Agreement or the consummation by the
          Servicer of the transactions contemplated by this Pooling and
          Servicing Agreement, except for such consents, approvals,
          authorizations or orders, if any, that have been obtained prior to the
          Closing Date;

                  (7) The Servicer covenants that its computer and other systems
          used in servicing the Mortgage Loans operate in a manner such that the
          Servicer can service the Mortgage Loans in accordance with the terms
          of this Pooling and Servicing Agreement; and

                  (8) With respect to each Mortgage Loan, to the extent the
          Servicer serviced such Mortgage Loan and to the extent the Servicer
          provided monthly reports to the three credit repositories, the
          Servicer has fully furnished, in accordance with the Fair Credit
          Reporting Act and its implementing regulations, accurate and complete
          information (i.e., favorable and unfavorable) on its borrower credit
          files to Equifax, Experian, and Trans Union Credit Information Company
          (three of the credit repositories), on a monthly basis.












                                     S-II-2

<PAGE>


                                  SCHEDULE III

                       Mortgage Pass-Through Certificates,
                                 Series 2003-NC3

             Representations and Warranties as to the Mortgage Loans
             -------------------------------------------------------

                  NC Capital Corporation hereby makes the representations and
warranties set forth in this Schedule III as to the Mortgage Loans only to the
Depositor, the Servicer and the Trustee, as of March 26, 2003 or such other date
as may be specified below. Capitalized terms used but not otherwise defined in
this Schedule III shall have the meanings ascribed thereto in the Pooling and
Servicing Agreement.

                  (1) Mortgage Loans as Described. NC Capital Corporation has
          delivered to the Purchaser, as of March 1, 2003, the Data Tape
          Information and that Data Tape Information is true and correct,
          including, without limitation, the terms of the prepayment charges, if
          any, as of March 26, 2003;

                  (2) Payments Current. All payments required to be made up to
          March 1, 2003 for the Mortgage Loan under the terms of the Mortgage
          Note, other than payments not yet 30 days delinquent, have been made
          and credited. No payment required under the Mortgage Loan is 30 days
          or more delinquent nor has any payment under the Mortgage Loan been 30
          days or more delinquent at any time since the origination of the
          Mortgage Loan. The first Scheduled Payment was or shall be made with
          respect to the Mortgage Loan on its Due Date or within the grace
          period, all in accordance with the terms of the related Mortgage Note;

                  (3) No Outstanding Charges. There are no defaults in complying
          with the terms of the Mortgage, and all taxes, governmental
          assessments, insurance premiums, water, sewer and municipal charges,
          leasehold payments or ground rents which previously became due and
          owing have been paid, or an escrow of funds has been established in an
          amount sufficient to pay for every such item which remains unpaid and
          which has been assessed but is not yet due and payable. Neither NC
          Capital Corporation nor any Affiliate has advanced funds, or induced,
          solicited or knowingly received any advance of funds by a party other
          than the Mortgagor, directly or indirectly, for the payment of any
          amount required under the Mortgage Loan, except for interest accruing
          from the date of the Mortgage Note or date of disbursement of the
          Mortgage Loan proceeds, whichever is earlier, to the day which
          precedes by one month the Due Date of the first installment of
          principal and interest;

                  (4) Original Terms Unmodified. The terms of the Mortgage Note
          and Mortgage have not been impaired, waived, altered or modified in
          any respect from the date of origination, except by a written
          instrument which has been recorded, if necessary to protect the
          interests of the Purchaser, and which has been delivered to the
          Trustee and the terms of which are reflected in the Mortgage Loan
          Schedule, the Data Tape Information or included in the Mortgage File.
          The substance of any such waiver, alteration or modification has been
          approved by the title insurer, if any, to the extent


                                    S-III-1

<PAGE>



          required by the policy, and its terms are reflected on the Mortgage
          Loan Schedule. No Mortgagor has been released, in whole or in part,
          except in connection with an assumption agreement, approved by the
          title insurer, to the extent required by the policy, and which
          assumption agreement is part of the Mortgage Loan File delivered to
          the Trustee and the terms of which are reflected in the Mortgage Loan
          Schedule and the Data Tape Information;

                  (5) No Defenses. The Mortgage Loan is not subject to any right
          of rescission, set-off, counterclaim or defense, including, without
          limitation, the defense of usury, nor will the operation of any of the
          terms of the Mortgage Note or the Mortgage, or the exercise of any
          right under the Mortgage Note or the Mortgage, render either the
          Mortgage Note or the Mortgage unenforceable, in whole or in part, and
          no such right of rescission, set-off, counterclaim or defense has been
          asserted with respect thereto, and no Mortgagor was a debtor in any
          state or federal bankruptcy or insolvency proceeding at the time the
          Mortgage Loan was originated;

                  (6) Hazard Insurance. Pursuant to the terms of the Mortgage,
          all buildings or other improvements upon the Mortgaged Property are
          insured by a generally acceptable insurer against loss by fire,
          hazards of extended coverage and such other hazards as are provided
          for in the Fannie Mae Guides or by Freddie Mac, as well as all
          additional requirements set forth in Section 3.13 of the Pooling and
          Servicing Agreement. If required by the National Flood Insurance Act
          of 1968, as amended, the Mortgage Loan is covered by a flood insurance
          policy meeting the requirements of the current guidelines of the
          Federal Insurance Administration is in effect which policy conforms to
          Fannie Mae and Freddie Mac, as well as all additional requirements set
          forth in Section 3.13 of the Pooling and Servicing Agreement. All
          individual insurance policies contain a standard mortgagee clause
          naming NC Capital Corporation and its successors and assigns as
          mortgagee, and all premiums thereon have been paid. The Mortgage
          obligates the Mortgagor thereunder to maintain the hazard insurance
          policy at the Mortgagor's cost and expense, and on the Mortgagor's
          failure to do so, authorizes the holder of the Mortgage to obtain and
          maintain such insurance at such Mortgagor's cost and expense, and to
          seek reimbursement therefor from the Mortgagor. Where required by
          state law or regulation, the Mortgagor has been given an opportunity
          to choose the carrier of the required hazard insurance, provided the
          policy is not a "master" or "blanket" hazard insurance policy covering
          a condominium, or any hazard insurance policy covering the common
          facilities of a planned unit development. The hazard insurance policy
          is the valid and binding obligation of the insurer, is in full force
          and effect, and will be in full force and effect and inure to the
          benefit of the Trustee upon the consummation of the transactions
          contemplated by this Agreement. NC Capital Corporation has not engaged
          in, and has no knowledge of the Mortgagor's having engaged in, any act
          or omission which would impair the coverage of any such policy, the
          benefits of the endorsement provided for herein, or the validity and
          binding effect of either, including, without limitation, no unlawful
          fee, commission, kickback or other unlawful compensation or value of
          any kind has been or will be received, retained or realized by any
          attorney, firm or other person or entity, and no such unlawful items
          have been received, retained or realized by NC Capital Corporation;


                                    S-III-2

<PAGE>


                  (7) Compliance with Applicable Laws. Any and all requirements
          of any federal, state or local law, including, without limitation,
          usury, truth-in-lending, real estate settlement procedures, consumer
          credit protection, equal credit opportunity and disclosure laws
          applicable to the Mortgage Loan have been complied with, the
          consummation of the transactions contemplated hereby will not involve
          the violation of any such laws or regulations, and NC Capital
          Corporation shall maintain in its possession, available for the
          Purchaser's or the Trustee's inspection, and shall deliver to the
          Purchaser upon demand, evidence of compliance with all such
          requirements;

                  (8) No Satisfaction of Mortgage. Other than with respect to
          any Mortgage Loan that was subject to a Principal Prepayment in Full
          occurring after the Cut-off Date but prior to the Closing Date, the
          Mortgage has not been satisfied, cancelled, subordinated or rescinded,
          in whole or in part, and the Mortgaged Property has not been released
          from the lien of the Mortgage, in whole or in part, nor has any
          instrument been executed that would effect any such release,
          cancellation, subordination or rescission. NC Capital Corporation has
          not waived the performance by the Mortgagor of any action, if the
          Mortgagor's failure to perform such action would cause the Mortgage
          Loan to be in default, nor has NC Capital Corporation waived any
          default resulting from any action or inaction by the Mortgagor;

                  (9) Location and Type of Mortgaged Property. The Mortgaged
          Property is located in the state identified in the Mortgage Loan
          Schedule and consists of a single parcel of real property with a
          detached single family residence erected thereon, or a two- to
          four-family dwelling, or an individual condominium unit in a low rise
          condominium project, or an individual unit in a planned unit
          development or a de minimis planned unit development which is in each
          case four stories or less; provided, however, that any condominium
          unit, planned unit development, mobile home (double wide only) or
          manufactured dwelling shall conform with the applicable Fannie Mae and
          Freddie Mac requirements regarding such dwellings and that no Mortgage
          Loan is secured by a single parcel of real property with a cooperative
          housing corporation, a log home or, except as described in Exhibit I
          hereto, a mobile home erected thereon or by a mixed use property, a
          property in excess of 10 acres or other unique property types. As of
          the date of origination, no portion of the Mortgaged Property has been
          used for commercial purposes, and since the date of origination, no
          portion of the Mortgaged Property was used for commercial purposes;
          provided, that Mortgaged Properties which contain a home office shall
          not be considered as being used for commercial purposes as long as the
          Mortgaged Property has not been altered for commercial purposes and is
          not storing any chemicals or raw materials other than those commonly
          used for homeowner repair, maintenance and/or household purposes. With
          respect to any Mortgage Loan secured by a Mortgaged Property improved
          by manufactured housing, (i) the related manufactured housing unit is
          permanently affixed to the land, and (ii) the related manufactured
          housing unit and the related land are subject to a Mortgage properly
          filed in the appropriate public recording office and naming NC Capital
          Corporation as mortgagee;

                  (10) Valid First or Second Lien. The Mortgage is a valid,
          subsisting, enforceable and perfected first or second lien on the
          Mortgaged Property, including all buildings and improvements on the
          Mortgaged Property and all installations and



                                    S-III-3

<PAGE>


          mechanical, electrical, plumbing, heating and air conditioning systems
          located in or annexed to such buildings, and all additions,
          alterations and replacements made at any time with respect to the
          foregoing. The lien of the Mortgage is subject only to:

                       (i) with respect to any second lien Mortgage Loan, the
                  lien of the first Mortgage on the related Mortgaged Property;

                       (ii) the lien of current real property taxes and
                  assessments not yet due and payable;

                       (iii) covenants, conditions and restrictions, rights of
                  way, easements and other matters of the public record as of
                  the date of recording acceptable to prudent mortgage lending
                  institutions generally and specifically referred to in the
                  lender's title insurance policy delivered to the originator of
                  the Mortgage Loan and (a) specifically referred to or
                  otherwise considered in the appraisal made for the originator
                  of the Mortgage Loan or (b) which do not adversely affect the
                  Appraised Value of the Mortgaged Property set forth in such
                  appraisal; and

                       (iv) other matters to which like properties are commonly
                  subject which do not materially interfere with the benefits of
                  the security intended to be provided by the Mortgage or the
                  use, enjoyment, value or marketability of the related
                  Mortgaged Property;

                  (11) Validity of Mortgage Documents. The Mortgage Note and the
          Mortgage and any other agreement executed and delivered by a Mortgagor
          in connection with a Mortgage Loan are genuine, and each is the legal,
          valid and binding obligation of the signatory enforceable in
          accordance with its terms. All parties to the Mortgage Note, the
          Mortgage and any other such related agreement had legal capacity to
          enter into the Mortgage Loan and to execute and deliver the Mortgage
          Note, the Mortgage and any such agreement, and the Mortgage Note, the
          Mortgage and any other such related agreement have been duly and
          properly executed by other such related parties. No fraud, error,
          omission, misrepresentation, negligence or similar occurrence with
          respect to a Mortgage Loan has taken place on the part of any Person,
          including without limitation, the Mortgagor, any appraiser, any
          builder or developer, or any other party involved in the origination
          of the Mortgage Loan. NC Capital Corporation has reviewed all of the
          documents constituting the Servicing File and has made such inquiries
          as it deems necessary to make and confirm the accuracy of the
          representations set forth herein;

                  (12) Full Disbursement of Proceeds. The Mortgage Loan has been
          closed and the proceeds of the Mortgage Loan have been fully disbursed
          and there is no requirement for future advances thereunder, and any
          and all requirements as to completion of any on-site or off-site
          improvement and as to disbursements of any escrow funds therefor have
          been complied with. All costs, fees and expenses incurred in making or
          closing the Mortgage Loan and the recording of the Mortgage were paid,
          and the Mortgagor is not entitled to any refund of any amounts paid or
          due under the Mortgage Note or Mortgage;



                                    S-III-4

<PAGE>


                  (13) Ownership. Immediately prior to the transfer contemplated
          by the applicable Purchase Agreement, NC Capital Corporation was the
          sole owner of record and holder of the Mortgage Loan and the
          indebtedness evidenced by each Mortgage Note and upon the sale of the
          Mortgage Loans to the Purchaser, NC Capital Corporation retained the
          Mortgage Files or any part thereof with respect thereto not delivered
          to the Purchaser or the Purchaser's designee, in trust only for the
          purpose of servicing and supervising the servicing of each Mortgage
          Loan. The Mortgage Loan was not assigned or pledged, and NC Capital
          Corporation had good, indefeasible and marketable title thereto, and
          has full right to transfer and sell the Mortgage Loan to the Purchaser
          free and clear of any encumbrance, equity, participation interest,
          lien, pledge, charge, claim or security interest, and has full right
          and authority subject to no interest or participation of, or agreement
          with, any other party, to sell and assign each Mortgage Loan pursuant
          to the applicable Purchase Agreement and following the sale of each
          Mortgage Loan, the Purchaser will own such Mortgage Loan free and
          clear of any encumbrance, equity, participation interest, lien,
          pledge, charge, claim or security interest;

                  (14) Doing Business. All parties which have had any interest
          in the Mortgage Loan, whether as mortgagee, assignee, pledgee or
          otherwise, are (or, during the period in which they held and disposed
          of such interest, were) (1) in compliance with any and all applicable
          licensing requirements of the laws of the state wherein the Mortgaged
          Property is located, and (2) either (i) organized under the laws of
          such state, or (ii) qualified to do business in such state, or (iii) a
          federal savings and loan association, a savings bank or a national
          bank having a principal office in such state, or (3) not doing
          business in such state;

                  (15) LTV. No Mortgage Loan has an LTV greater than 100%;

                  (16) Title Insurance. The Mortgage Loan is covered by an ALTA
          lender's title insurance policy, or with respect to any Mortgage Loan
          for which the related Mortgaged Property is located in California a
          CLTA lender's title insurance policy, or other generally acceptable
          form of policy or insurance acceptable to Fannie Mae or Freddie Mac
          with respect to Mortgage Loans and each such title insurance policy is
          issued by a title insurer acceptable to Fannie Mae or Freddie Mac and
          qualified to do business in the jurisdiction where the Mortgaged
          Property is located, insuring NC Capital Corporation, its successors
          and assigns, as to the first priority lien or second priority lien, as
          applicable, of the Mortgage in the original principal amount of the
          Mortgage Loan, subject only to the exceptions contained in clauses
          (i), (ii) and (iii) of representation 10 of this Schedule III, and in
          the case of Adjustable Rate Mortgage Loans, against any loss by reason
          of the invalidity or unenforceability of the lien resulting from the
          provisions of the Mortgage providing for adjustment to the Mortgage
          Rate and Scheduled Payment. Where required by state law or regulation,
          the Mortgagor has been given the opportunity to choose the carrier of
          the required mortgage title insurance. Additionally, such lender's
          title insurance policy affirmatively insures ingress and egress, and
          against encroachments by or upon the Mortgaged Property or any
          interest therein. NC Capital Corporation, its successor and assigns,
          are the sole insureds of such lender's title insurance policy, and
          such lender's title insurance policy is valid and remains in full
          force and effect and will be in force and effect upon the consummation
          of the transactions contemplated by this



                                    S-III-5

<PAGE>



          Agreement. No claims have been made under such lender's title
          insurance policy, and no prior holder of the related Mortgage,
          including NC Capital Corporation, has done, by act or omission,
          anything which would impair the coverage of such lender's title
          insurance policy, including, without limitation, no unlawful fee,
          commission, kickback or other unlawful compensation or value of any
          kind has been or will be received, retained or realized by any
          attorney, firm or other person or entity, and no such unlawful items
          have been received, retained or realized by NC Capital Corporation;

                  (17) No Defaults. Other than payments due but not yet 30 or
          more days delinquent, there is no default, breach, violation or event
          which would permit acceleration existing under the Mortgage or the
          Mortgage Note and no event which, with the passage of time or with
          notice and the expiration of any grace or cure period, would
          constitute a default, breach, violation or event which would permit
          acceleration, and neither NC Capital Corporation nor its Affiliates or
          any of their respective predecessors have waived any default, breach,
          violation or event which would permit acceleration;

                  (18) No Mechanics' Liens. As of the date of origination, there
          are no mechanics' or similar liens or claims which have been filed for
          work, labor or material (and no rights are outstanding that under law
          could give rise to such liens) affecting the related Mortgaged
          Property which are or may be liens prior to, or equal or coordinate
          with, the lien of the related Mortgage;

                  (19) Location of Improvements; No Encroachments. All
          improvements which were considered in determining the Appraised Value
          of the Mortgaged Property lay wholly within the boundaries and
          building restriction lines of the Mortgaged Property, and no
          improvements on adjoining properties encroach upon the Mortgaged
          Property. As of the date of origination, there are no improvements
          located on or being part of the Mortgaged Property in violation of any
          applicable zoning law or regulation;

                  (20) Origination; Payment Terms. Either (a) the Mortgage Loan
          was originated by a Mortgagee approved by the Secretary of Housing and
          Urban Development pursuant to Sections 203 and 211 of the National
          Housing Act, a savings and loan association, a savings bank, a
          commercial bank, credit union, insurance company or other similar
          institution which is supervised and examined by a federal or state
          authority, or (b) the following requirements have been met with
          respect to the Mortgage Loan: NC Capital Corporation meets the
          requirements set forth in clause (a), and (i) such Mortgage Loan was
          underwritten in accordance with standards established by NC Capital
          Corporation, using application forms and related credit documents
          approved by NC Capital Corporation, (ii) NC Capital Corporation
          approved each application and the related credit documents before a
          commitment by the correspondent was issued, and no such commitment was
          issued until NC Capital Corporation agreed to fund such Mortgage Loan,
          (iii) the closing documents for such Mortgage Loan were prepared on
          forms approved by NC Capital Corporation and (iv) such Mortgage Loan
          was actually funded by NC Capital Corporation and was purchased by NC
          Capital Corporation at closing or soon thereafter. The documents,
          instruments and agreements submitted for loan underwriting were not
          falsified and contain no untrue statement of material fact or omit to
          state a material fact required to be stated therein or necessary to


                                    S-III-6

<PAGE>



          make the information and statements therein not misleading. Principal
          payments on the Mortgage Loan commenced no more than sixty days after
          funds were disbursed in connection with the Mortgage Loan. The
          Mortgage Rate is as set forth on Mortgage Loan Schedule hereto
          (including in the case of Adjustable Rate Mortgage Loans, the interest
          rate and payment limitations set forth on Mortgage Loan Schedule
          hereto). All Mortgage Loans have Due Dates on the first day of each
          month except as specified on the Mortgage Loan Schedule. Each Mortgage
          Note is payable in equal monthly installments of principal and
          interest, which installments of interest, with respect to Adjustable
          Rate Mortgage Loans, are subject to change due to the adjustments to
          the Mortgage Rate on each Interest Rate Adjustment Date, with interest
          calculated and payable in arrears and is not calculated on a simple
          interest basis. The monthly principal payments on each Mortgage Loan
          is sufficient to amortize the Mortgage Loan fully by the stated
          maturity date, over an original term of not more than thirty years
          from commencement of amortization. There is no negative amortization
          allowed in the terms of any Mortgage Note. None of the Mortgage Loans
          allows for negative amortization or the conversion of the interest
          rate thereon from an adjustable rate to a fixed rate or from a fixed
          rate to an adjustable rate. No Mortgage Loan is a Balloon Loan;

                  (21) Customary Provisions. The Mortgage contains customary and
          enforceable provisions that render the rights and remedies of the
          holder of the Mortgage adequate for the realization against the
          Mortgaged Property of the benefits of the security provided by the
          Mortgaged Property, including, (i) in the case of a Mortgage
          designated as a deed of trust, by trustee's sale, and (ii) otherwise
          by judicial foreclosure. Upon default by a Mortgagor on a Mortgage
          Loan and foreclosure on, or trustee's sale of, the Mortgaged Property
          pursuant to the proper procedures, the holder of the Mortgage Loan
          will be able to deliver good and merchantable title to the Mortgaged
          Property. There is no homestead or other exemption available to a
          Mortgagor which would interfere with the right to sell the Mortgaged
          Property at a trustee's sale or the right to foreclose the Mortgage,
          subject to applicable federal and state laws and judicial precedent
          with respect to bankruptcy and right of redemption or similar law;

                  (22) Index. With respect to Adjustable Rate Mortgage Loans,
          the Index set forth in the Mortgage Note is LIBOR;

                  (23) Occupancy of the Mortgaged Property. The Mortgaged
          Property is lawfully occupied under applicable law. All inspections,
          licenses and certificates required to be made or issued with respect
          to all occupied portions of the Mortgaged Property and, with respect
          to the use and occupancy of the same, including, but not limited to,
          certificates of occupancy and fire underwriting certificates, have
          been made or obtained from the appropriate authorities;

                  (24) No Additional Collateral. The Mortgage Note is not and
          has not been secured by any collateral except the lien of the
          corresponding Mortgage and the security interest of any applicable
          security agreement or chattel mortgage;

                  (25) Deeds of Trust. In the event the Mortgage constitutes a
          deed of trust, a trustee, authorized and duly qualified under
          applicable law to serve as such, has been



                                    S-III-7

<PAGE>


          properly designated and currently so serves and is named in the
          Mortgage, and no fees or expenses are or will become payable by the
          Purchaser to the trustee under the deed of trust, except in connection
          with a trustee's sale after default by the Mortgagor;

                  (26) Delivery of Mortgage Documents. The Mortgage Note, the
          Mortgage, the Assignment of Mortgage and any other documents required
          to be delivered under this Agreement for each Mortgage Loan have been
          delivered to the Purchaser;

                  (27) Transfer of Mortgage Loans. The Assignment of Mortgage is
          in recordable form, other than the assignee's name and recording
          information not yet returned from the recording office, and is
          acceptable for recording under the laws of the jurisdiction in which
          the Mortgaged Property is located. The transfer, assignment and
          conveyance of the Mortgage Notes and the Mortgages by NC Capital
          Corporation are not subject to the bulk transfer or similar statutory
          provisions in effect in any applicable jurisdiction;

                  (28) Due-on-Sale. With respect to each Fixed Rate Mortgage
          Loan, the Mortgage contains an enforceable provision for the
          acceleration of the payment of the unpaid principal balance of the
          Mortgage Loan in the event that the Mortgaged Property is sold or
          transferred without the prior written consent of the mortgagee
          thereunder, and to the best of NC Capital Corporation's knowledge,
          such provision is enforceable;

                  (29) No Buydown Provisions No Graduated Payments or Contingent
          Interests. The Mortgage Loan does not contain provisions pursuant to
          which Scheduled Payments are paid or partially paid with funds
          deposited in any separate account established by NC Capital
          Corporation, the Mortgagor, or anyone on behalf of the Mortgagor, or
          paid by any source other than the Mortgagor nor does it contain any
          other similar provisions which may constitute a "buydown" provision.
          The Mortgage Loan is not a graduated payment mortgage loan and the
          Mortgage Loan does not have a shared appreciation or other contingent
          interest feature;

                  (30) Assumability. With respect to each Adjustable Rate
          Mortgage Loan, the Mortgage Loan Documents provide that after the
          related first Interest Rate Adjustment Date, a related Mortgage Loan
          may only be assumed if the party assuming such Mortgage Loan meets
          certain credit requirements stated in the Mortgage Loan Documents;

                  (31) Consolidation of Future Advances. Any future advances
          made to the Mortgagor prior to the Cut-off Date have been consolidated
          with the outstanding principal amount secured by the Mortgage, and the
          secured principal amount, as consolidated, bears a single interest
          rate and single repayment term. The lien of the Mortgage securing the
          consolidated principal amount is expressly insured as having first
          lien priority by a title insurance policy, an endorsement to the
          policy insuring the mortgagee's consolidated interest or by other
          title evidence acceptable to Fannie Mae and Freddie Mac. The
          consolidated principal amount does not exceed the original principal
          amount of the Mortgage Loan;



                                    S-III-8

<PAGE>


                  (32) Mortgaged Property Undamaged; No Condemnation
          Proceedings. There is no proceeding pending or threatened for the
          total or partial condemnation of the Mortgaged Property. The Mortgaged
          Property is undamaged by waste, fire, earthquake or earth movement,
          windstorm, flood, tornado or other casualty so as to affect adversely
          the value of the Mortgaged Property as security for the Mortgage Loan
          or the use for which the premises were intended and each Mortgaged
          Property is in good repair. There have not been any condemnation
          proceedings with respect to the Mortgaged Property and NC Capital
          Corporation has no knowledge of any such proceedings in the future;

                  (33) Collection Practices; Escrow Payments; Interest Rate
          Adjustments. The origination, servicing and collection practices used
          by NC Capital Corporation and its Affiliates with respect to the
          Mortgage Loan have been in all respects in compliance with Accepted
          Servicing Practices, applicable laws and regulations, and have been in
          all respects legal and proper. With respect to escrow deposits and
          Escrow Payments, if any, all such payments are in the possession of,
          or under the control of, NC Capital Corporation and there exist no
          deficiencies in connection therewith for which customary arrangements
          for repayment thereof have not been made. All Escrow Payments have
          been collected in full compliance with state and federal law and the
          provisions of the related Mortgage Note and Mortgage. An escrow of
          funds is not prohibited by applicable law and has been established in
          an amount sufficient to pay for every item that remains unpaid and has
          been assessed but is not yet due and payable. No escrow deposits or
          Escrow Payments or other charges or payments due NC Capital
          Corporation have been capitalized under the Mortgage or the Mortgage
          Note. All Mortgage Rate adjustments have been made in strict
          compliance with state and federal law and the terms of the related
          Mortgage Note. Any interest required to be paid pursuant to state,
          federal and local law has been properly paid and credited;

                  (34) Other Insurance Policies. No action, inaction or event
          has occurred and no state of facts exists or has existed that has
          resulted or will result in the exclusion from, denial of, or defense
          to coverage under any insurance policy related to the Mortgage Loans,
          irrespective of the cause of such failure of coverage. In connection
          with the placement of any such insurance, no commission, fee, or other
          compensation has been or will be received by NC Capital Corporation or
          by any officer, director, or employee of NC Capital Corporation or any
          designee of NC Capital Corporation or any corporation in which NC
          Capital Corporation or any officer, director, or employee had a
          financial interest at the time of placement of such insurance;

                  (35) No Violation of Environmental Laws. There is no pending
          action or proceeding directly involving the Mortgaged Property in
          which compliance with any environmental law, rule or regulation is an
          issue; there is no violation of any environmental law, rule or
          regulation with respect to the Mortgaged Property; and nothing further
          remains to be done to satisfy in full all requirements of each such
          law, rule or regulation constituting a prerequisite to use and
          enjoyment of said property;

                  (36) Soldiers' and Sailors' Civil Relief Act. The Mortgagor
          has not notified NC Capital Corporation, and NC Capital Corporation
          has no knowledge of any relief



                                    S-III-9

<PAGE>


          requested or allowed to the Mortgagor under the Soldiers' and Sailors'
          Civil Relief Act of 1940;

                  (37) Appraisal. The Mortgage File contains an appraisal of the
          related Mortgaged Property signed by a qualified appraiser, acceptable
          to NC Capital Corporation, who had no interest, direct or indirect in
          the Mortgaged Property or in any loan made on the security thereof,
          and whose compensation is not affected by the approval or disapproval
          of the Mortgage Loan, and the appraisal and appraiser both satisfy the
          requirements of Fannie Mae or Freddie Mac and Title XI of the
          Financial Institutions Reform, Recovery, and Enforcement Act of 1989
          and the regulations promulgated thereunder, all as in effect on the
          date the Mortgage Loan was originated;

                  (38) Disclosure Materials. The Mortgagor has executed a
          statement to the effect that the Mortgagor has received all disclosure
          materials required by, and the originator has complied with all
          applicable law with respect to the making of the Mortgage Loans;

                  (39) Construction or Rehabilitation of Mortgaged Property. No
          Mortgage Loan was made in connection with the construction or
          rehabilitation of a Mortgaged Property or facilitating the trade-in or
          exchange of a Mortgaged Property;

                  (40) Value of Mortgaged Property. NC Capital Corporation has
          no knowledge of any circumstances existing that could reasonably be
          expected to adversely affect the value or the marketability of any
          Mortgaged Property or Mortgage Loan or to cause the Mortgage Loans to
          prepay during any period materially faster or slower than similar
          mortgage loans held by NC Capital Corporation generally secured by
          properties in the same geographic area as the related Mortgaged
          Property;

                  (41) No Defense to Insurance Coverage. No action has been
          taken or failed to be taken, no event has occurred and no state of
          facts exists or has existed on or prior to the Closing Date (whether
          or not known to NC Capital Corporation on or prior to such date) which
          has resulted or will result in an exclusion from, denial of, or
          defense to coverage under any primary mortgage insurance (including,
          without limitation, any exclusions, denials or defenses which would
          limit or reduce the availability of the timely payment of the full
          amount of the loss otherwise due thereunder to the insured) whether
          arising out of actions, representations, errors, omissions,
          negligence, or fraud of NC Capital Corporation, the related Mortgagor
          or any party involved in the application for such coverage, including
          the appraisal, plans and specifications and other exhibits or
          documents submitted therewith to the insurer under such insurance
          policy, or for any other reason under such coverage, but not including
          the failure of such insurer to pay by reason of such insurer's breach
          of such insurance policy or such insurer's financial inability to pay;

                  (42) Escrow Analysis. With respect to each Mortgage, NC
          Capital Corporation or its Affiliate has within the last twelve months
          (unless such Mortgage was originated within such twelve month period)
          analyzed the required Escrow Payments for each Mortgage and adjusted
          the amount of such payments so that, assuming all required



                                    S-III-10

<PAGE>


          payments are timely made, any deficiency will be eliminated on or
          before the first anniversary of such analysis, or any overage will be
          refunded to the Mortgagor, in accordance with RESPA and any other
          applicable law;

                  (43) Prior Servicing. Each Mortgage Loan has been serviced in
          all material respects in strict compliance with Accepted Servicing
          Practices;

                  (44) Credit Information. As to each consumer report (as
          defined in the Fair Credit Reporting Act, Public Law 91-508) or other
          credit information furnished by NC Capital Corporation to the
          Purchaser, that Seller has full right and authority and is not
          precluded by law or contract from furnishing such information to the
          Purchaser;

                  (45) Leaseholds. If the Mortgage Loan is secured by a
          long-term residential lease, (1) the lessor under the lease holds a
          fee simple interest in the land; (2) the terms of such lease expressly
          permit the mortgaging of the leasehold estate, the assignment of the
          lease without the lessor's consent and the acquisition by the holder
          of the Mortgage of the rights of the lessee upon foreclosure or
          assignment in lieu of foreclosure or provide the holder of the
          Mortgage with substantially similar protections; (3) the terms of such
          lease do not (a) allow the termination thereof upon the lessee's
          default without the holder of the Mortgage being entitled to receive
          written notice of, and opportunity to cure, such default, (b) allow
          the termination of the lease in the event of damage or destruction as
          long as the Mortgage is in existence, (c) prohibit the holder of the
          Mortgage from being insured (or receiving proceeds of insurance) under
          the hazard insurance policy or policies relating to the Mortgaged
          Property or (d) permit any increase in rent other than pre-established
          increases set forth in the lease; (4) the original term of such lease
          is not less than 15 years; (5) the term of such lease does not
          terminate earlier than five years after the maturity date of the
          Mortgage Note; and (6) the Mortgaged Property is located in a
          jurisdiction in which the use of leasehold estates in transferring
          ownership in residential properties is a generally accepted practice;

                  (46) Predatory Lending Regulations; High Cost Loans. None of
          the Mortgage Loans is classified as a (a) "high cost" loan under the
          Home Ownership and Equity Protection Act of 1994 or (b) "high cost,"
          "threshold," "covered" or "predatory" loan under any other applicable
          federal, state or local law (including without limitation any
          regulation or ordinance) (or a similarly classified loan using
          different terminology under a law imposing heightened regulatory
          scrutiny or additional legal liability for residential mortgage loans
          having high interest rates, points and/or fees);

                  (47) Prepayment Penalty. None of the Mortgage Loans originated
          prior to October 1, 2002 has a prepayment penalty period in excess of
          five years, and none of the Mortgage Loans originated on or after
          October 1, 2002 has a prepayment penalty period in excess of three
          years;

                  (48) [Reserved];

                  (49) Conformance with Agency and Underwriting Standards. The
          Mortgage Loan was underwritten in accordance with the Underwriting
          Guidelines. The Mortgage


                                    S-III-11

<PAGE>


          Note and Mortgage are on forms acceptable to Freddie Mac or Fannie Mae
          and neither the NC Capital Corporation nor any Affiliate has made any
          representations to a Mortgagor that are inconsistent with the mortgage
          instruments used;

                  (50) Single-premium credit life insurance policy. In
          connection with the origination of any Mortgage Loan, no proceeds from
          any Mortgage Loan were used to finance a single-premium credit life
          insurance policy;

                  (51) Acceptable Investment. There are no circumstances or
          conditions with respect to the Mortgage, the Mortgaged Property, the
          Mortgagor, the Mortgage File or the Mortgagor's credit standing that
          can reasonably be expected to cause private institutional investors
          who invest in mortgage loans similar to the Mortgage Loan to regard
          the Mortgage Loan as an unacceptable investment, cause the Mortgage
          Loan to become delinquent, or adversely affect the value or
          marketability of the Mortgage Loan, or cause the Mortgage Loans to
          prepay during any period materially faster or slower than the mortgage
          loans originated by the NC Capital Corporation or any Affiliates
          generally;

                  (52) Condominiums/Planned Unit Developments. If the Mortgaged
          Property is a condominium unit or a planned unit development (other
          than a de minimis planned unit development) such condominium or
          planned unit development project such Mortgage Loan was originated in
          accordance with, and the Mortgaged Property meets the guidelines set
          forth in the Originator's Underwriting Guidelines; and

                  (53) No Mortgaged Property Located in Georgia. None of the
          Mortgage Loans originated on or after October 1, 2002 is secured by
          property located in the State of Georgia.











                                    S-III-12


<PAGE>


                                   SCHEDULE IV

                  NC Capital Corporation hereby makes the representations and
warranties set forth in this Schedule IV to the Depositor and the Trustee, as of
the Closing Date:

                  (a)   Due Organization and Authority. The Responsible Party is
                        a corporation duly organized, validly existing and in
                        good standing under the laws of the state of California
                        and has all licenses necessary to carry on its business
                        as now being conducted and is licensed, qualified and in
                        good standing in each state wherein it owns or leases
                        any material properties or where a Mortgaged Property is
                        located, if the laws of such state require licensing or
                        qualification in order to conduct business of the type
                        conducted by the Responsible Party, and in any event the
                        Responsible Party is in compliance with the laws of any
                        such state to the extent necessary; the Responsible
                        Party has the full corporate power, authority and legal
                        right to execute and deliver this Agreement and to
                        perform its obligations hereunder; the execution,
                        delivery and performance of this Agreement by the
                        Responsible Party and the consummation of the
                        transactions contemplated hereby have been duly and
                        validly authorized; this Agreement and all agreements
                        contemplated hereby have been duly executed and
                        delivered and constitute the valid, legal, binding and
                        enforceable obligations of the Responsible Party,
                        regardless of whether such enforcement is sought in a
                        proceeding in equity or at law; and all requisite
                        corporate action has been taken by the Responsible Party
                        to make this Agreement and all agreements contemplated
                        hereby valid and binding upon the Responsible Party in
                        accordance with their terms;

                  (b)   No Conflicts. Neither the execution and delivery of this
                        Agreement, the consummation of the transactions
                        contemplated hereby, nor the fulfillment of or
                        compliance with the terms and conditions of this
                        Agreement, will conflict with or result in a breach of
                        any of the terms, conditions or provisions of the
                        Responsible Party's charter or by-laws or any legal
                        restriction or any agreement or instrument to which the
                        Responsible Party is now a party or by which it is
                        bound, or constitute a default or result in an
                        acceleration under any of the foregoing, or result in
                        the violation of any law, rule, regulation, order,
                        judgment or decree to which the Responsible Party or its
                        property is subject, or result in the creation or
                        imposition of any lien, charge or encumbrance that would
                        have an adverse effect upon any of its properties
                        pursuant to the terms of any mortgage, contract, deed of
                        trust or other instrument;

                  (c)   No Litigation Pending. There is no action, suit,
                        proceeding or investigation pending or threatened
                        against the Responsible Party, before any court,
                        administrative agency or other tribunal asserting the
                        invalidity of this Agreement, seeking to prevent the
                        consummation of any of the transactions contemplated by
                        this Agreement or which, either in any one instance or
                        in the aggregate, may result in any material adverse
                        change in



                                     S-IV-1

<PAGE>


                        the business, operations, financial condition,
                        properties or assets of the Responsible Party, or in any
                        material impairment of the right or ability of the
                        Responsible Party to carry on its business substantially
                        as now conducted, or in any material liability on the
                        part of the Responsible Party, or which would draw into
                        question the validity of this Agreement or of any action
                        taken or to be taken in connection with the obligations
                        of the Responsible Party contemplated herein, or which
                        would be likely to impair materially the ability of the
                        Responsible Party to perform under the terms of this
                        Agreement; and

                  (d)   No Consent Required. No consent, approval, authorization
                        or order of, or registration or filing with, or notice
                        to any court or governmental agency or body including
                        HUD, the FHA or the VA is required for the execution,
                        delivery and performance by the Responsible Party of or
                        compliance by the Responsible Party with this Agreement
                        or the consummation of the transactions contemplated by
                        this Agreement, or if required, such approval has been
                        obtained prior to the Closing Date.













                                     S-IV-2

<PAGE>



                                    EXHIBIT A

                  To be added to the Class A-1 Certificates while it remains a
Private Certificate. [IF THIS CERTIFICATE IS A PHYSICAL CERTIFICATE, NEITHER
THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE PROPOSED
TRANSFEROR DELIVERS TO THE TRUSTEE A TRANSFEROR LETTER (THE "TRANSFEROR LETTER")
IN THE FORM OF EXHIBIT H TO THE AGREEMENT REFERRED TO HEREIN AND EITHER (I) THE
TRUSTEE RECEIVES A RULE 144A LETTER (THE "144A LETTER") IN THE FORM OF EXHIBIT I
TO THE AGREEMENT REFERRED TO HEREIN OR (II) THE TRUSTEE RECEIVES AN OPINION OF
COUNSEL, DELIVERED AT THE EXPENSE OF THE TRANSFEROR, THAT SUCH TRANSFER MAY BE
MADE WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

                  IF THIS CERTIFICATE IS A BOOK-ENTRY CERTIFICATE, THE PROPOSED
TRANSFEROR WILL BE DEEMED TO HAVE MADE EACH OF THE CERTIFICATIONS SET FORTH IN
THE TRANSFEROR LETTER AND THE PROPOSED TRANSFEREE WILL BE DEEMED TO HAVE MADE
EACH OF THE CERTIFICATIONS SET FORTH IN THE RULE 144A LETTER, IN EACH CASE AS IF
SUCH CERTIFICATE WERE EVIDENCED BY A PHYSICAL CERTIFICATE.]

                  In the event that a transfer of a Private Certificate which is
a Book-Entry Certificate is to be made in reliance upon an exemption from the
Securities Act and such laws, in order to assure compliance with the Securities
Act and such laws, the Certificateholder desiring to effect such transfer will
be deemed to have made as of the transfer date each of the certifications set
forth in the Transferor Certificate in respect of such Certificate and the
transferee will be deemed to have made as of the transfer date each of the
certifications set forth in the Rule 144A Letter in respect of such Certificate,
in each case as if such Certificate were evidenced by a Physical Certificate.

                  Unless this Certificate is presented by an authorized
representative of the Depository Trust Company, a New York corporation ("DTC"),
to Issuer or its agent for registration of transfer, exchange, or payment, and
any certificate issued is registered in the name of Cede & Co. or in such other
name as is requested by an authorized representative of DTC (and any payment is
made to Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.

                  SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE
REPRESENTS AN INTEREST IN A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE
INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G
AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), AND
CERTAIN OTHER ASSETS.

                                      A-1

<PAGE>



Certificate No.                          :       A-1-[  ]
                                                 A-2-[  ]
                                                 A-3-[  ]
                                                 M-1-[  ]
                                                 M-2-[  ]
                                                 M-3-[  ]
                                                 B-1-[  ]
                                                 B-2-[  ]
                                                 B-3-[  ]

Cut-off Date                             :       March 1, 2003

First Distribution Date                  :       April 25, 2003

Initial Certificate Balance of this      :       $[__________]
Certificate ("Denomination")

Initial Certificate Balances of all      :       [A-1]   $  [324,039,000]
Certificates of this Class                       [A-2]   $  [190,239,000]
                                                 [A-3]   $   [50,000,000]
                                                 [M-1]   $   [42,843,000]
                                                 [M-2]   $   [36,573,000]
                                                 [M-3]   $   [12,191,000]
                                                 [B-1]   $    [8,708,000]
                                                 [B-2]   $   [10,450,000]
                                                 [B-3]   $    [6,967,000]

CUSIP                                    :       [A-1] [61745M PT 4]
                                                 [A-2] [61745M PL 1]
                                                 [A-3] [61745M PV 9]
                                                 [M-1] [61745M PM 9]
                                                 [M-2] [61745M PN 7]
                                                 [M-3] [61745M PP 2]
                                                 [B-1] [61745M PQ 0]
                                                 [B-2] [61745M PR 8]
                                                 [B-3] [61745M PS 6]

ISIN                                     :       [A-1] [US61745M PT 44]
                                                 [A-2] [US61745M PL 18]
                                                 [A-3] [US61745M PV 99]
                                                 [M-1] [US61745M PM 90]
                                                 [M-2] [US61745M PN 73]
                                                 [M-3] [US61745M PP 22]
                                                 [B-1] [US61745M PQ 05]
                                                 [B-2] [US61745M PR 87]
                                                 [B-3] [US61745M PS 60]


                                      A-2

<PAGE>


                    MORGAN STANLEY DEAN WITTER CAPITAL I INC.

            Morgan Stanley Dean Witter Capital I Inc. Trust 2003-NC3
               Mortgage Pass-Through Certificates, Series 2003-NC3
                          [Class A-][Class M-][Class B]

                  evidencing a percentage interest in the distributions
                  allocable to the Certificates of the above-referenced Class.

                  Principal in respect of this Certificate is distributable
monthly as set forth herein. Accordingly, the Certificate Balance at any time
may be less than the Certificate Balance as set forth herein. This Certificate
does not evidence an obligation of, or an interest in, and is not guaranteed by
the Depositor, the Responsible Party, the Servicer or the Trustee referred to
below or any of their respective affiliates. Neither this Certificate nor the
Mortgage Loans are guaranteed or insured by any governmental agency or
instrumentality.

                  This certifies that CEDE & CO. is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by dividing the
denomination of this Certificate by the aggregate of the denominations of all
Certificates of the Class to which this Certificate belongs) in certain monthly
distributions pursuant to a Pooling and Servicing Agreement dated as of the
Cut-off Date specified above (the "Agreement") among Morgan Stanley Dean Witter
Capital I Inc., as depositor (the "Depositor"), The Provident Bank, as servicer
(the "Servicer"), NC Capital Corporation, as responsible party (the "Responsible
Party"), and Deutsche Bank National Trust Company, as trustee (the "Trustee").
To the extent not defined herein, the capitalized terms used herein have the
meanings assigned in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.

                  Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.

                  This Certificate shall not be entitled to any benefit under
the Agreement or be valid for any purpose unless manually countersigned by an
authorized signatory of the Trustee.

                                      * * *






                                      A-3


<PAGE>


                  IN WITNESS WHEREOF, the Trustee has caused this Certificate to
be duly executed.

         Dated:

                                 DEUTSCHE BANK NATIONAL TRUST
                                 COMPANY, not in its individual capacity, but
                                 solely as Trustee


                                 By
                                   ---------------------------------------------


Countersigned:

By
  -------------------------------------------------
   Authorized Signatory of
   DEUTSCHE BANK NATIONAL TRUST COMPANY,
   not in its individual capacity,
   but solely as Trustee














                                      A-4


<PAGE>


                    MORGAN STANLEY DEAN WITTER CAPITAL I INC.
            Morgan Stanley Dean Witter Capital I Inc. Trust 2003-NC3
                       Mortgage Pass-Through Certificates

                  This Certificate is one of a duly authorized issue of
Certificates designated as Morgan Stanley Dean Witter Capital I Inc. Trust
2003-NC3 Mortgage Pass-Through Certificates, of the Series specified on the face
hereof (herein collectively called the "Certificates"), and representing a
beneficial ownership interest in the Trust Fund created by the Agreement.

                  The Certificateholder, by its acceptance of this Certificate,
agrees that it will look solely to the funds on deposit in the Distribution
Account for payment hereunder and that the Trustee is not liable to the
Certificateholders for any amount payable under this Certificate or the
Agreement or, except as expressly provided in the Agreement, subject to any
liability under the Agreement.

                  This Certificate does not purport to summarize the Agreement
and reference is made to the Agreement for the interests, rights and limitations
of rights, benefits, obligations and duties evidenced thereby, and the rights,
duties and immunities of the Trustee.

                  Pursuant to the terms of the Agreement, a distribution will be
made on the 25th day of each month or, if such day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified on the face hereof, to the Person in whose
name this Certificate is registered at the close of business on the applicable
Record Date in an amount equal to the product of the Percentage Interest
evidenced by this Certificate and the amount required to be distributed to
Holders of Certificates of the Class to which this Certificate belongs on such
Distribution Date pursuant to the Agreement. The Record Date applicable to each
Distribution Date is the Business Date immediately preceding such Distribution
Date; provided, however, that for any Definitive Certificates, the Record Date
shall be the last Business Day of the month next preceding the month of such
Distribution Date.

                  Distributions on this Certificate shall be made by wire
transfer of immediately available funds to the account of the Holder hereof at a
bank or other entity having appropriate facilities therefor, if such
Certificateholder shall have so notified the Trustee in writing at least five
Business Days prior to the related Record Date and such Certificateholder shall
satisfy the conditions to receive such form of payment set forth in the
Agreement, or, if not, by check mailed by first class mail to the address of
such Certificateholder appearing in the Certificate Register. The final
distribution on each Certificate will be made in like manner, but only upon
presentment and surrender of such Certificate at the offices designated by the
Trustee for such purposes, or such other location specified in the notice to
Certificateholders of such final distribution.

                  The Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the rights and
obligations of the Trustee and the rights of the Certificateholders under the
Agreement at any time by the Depositor, the Responsible Party, the Servicer and
the Trustee with the consent of the Holders of Certificates affected by such
amendment evidencing the requisite Percentage Interest, as provided in the
Agreement. Any such consent by the Holder of this Certificate shall be
conclusive and binding on such Holder


                                      A-5

<PAGE>



and upon all future Holders of this Certificate and of any Certificate issued
upon the transfer hereof or in exchange therefor or in lieu hereof whether or
not notation of such consent is made upon this Certificate. The Agreement also
permits the amendment thereof, in certain limited circumstances, without the
consent of the Holders of any of the Certificates.

                  As provided in the Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable
in the Certificate Register of the Trustee upon surrender of this Certificate
for registration of transfer at the offices designated by the Trustee for such
purposes, accompanied by a written instrument of transfer in form satisfactory
to the Trustee and the Certificate Registrar duly executed by the holder hereof
or such holder's attorney duly authorized in writing, and thereupon one or more
new Certificates of the same Class in authorized denominations and evidencing
the same aggregate Percentage Interest in the Trust Fund will be issued to the
designated transferee or transferees.

                  The Certificates are issuable only as registered Certificates
without coupons in denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, Certificates are
exchangeable for new Certificates of the same Class in authorized denominations
and evidencing the same aggregate Percentage Interest, as requested by the
Holder surrendering the same.

                  No service charge will be made for any such registration of
transfer or exchange, but the Trustee may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.

                  The Depositor, the Servicer, the Responsible Party and the
Trustee and any agent of the Depositor or the Trustee may treat the Person in
whose name this Certificate is registered as the owner hereof for all purposes,
and neither the Depositor, the Trustee, nor any such agent shall be affected by
any notice to the contrary.

                  On any Distribution Date on which the aggregate Stated
Principal Balance of the Mortgage Loans is less than or equal to 10% of the
Cut-off Date Pool Principal Balance, the Servicer will have the option to
repurchase, in whole, from the Trust Fund all remaining Mortgage Loans and all
property acquired in respect of the Mortgage Loans at a purchase price
determined as provided in the Agreement. The obligations and responsibilities
created by the Agreement will terminate as provided in Section 9.01 of the
Agreement.

                  Any term used herein that is defined in the Agreement shall
have the meaning assigned in the Agreement, and nothing herein shall be deemed
inconsistent with that meaning.

                                      A-6

<PAGE>



                                   ASSIGNMENT

FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
unto


--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
(Please print or typewrite name and address including postal zip code of
assignee)

the Percentage Interest evidenced by the within Certificate and hereby
authorizes the transfer of registration of such Percentage Interest to assignee
on the Certificate Register of the Trust Fund.

                  I (We) further direct the Trustee to issue a new Certificate
of a like denomination and Class, to the above named assignee and deliver such
Certificate to the following address:


--------------------------------------------------------------------------------

Dated:


                                          --------------------------------------
                                          Signature by or on behalf of assignor















                                      A-7

<PAGE>


                            DISTRIBUTION INSTRUCTIONS

                  The assignee should include the following for purposes of
distribution:

                  Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to ________________________________________________,

_______________________________________________________________________________,

for the account of ____________________________________________________________,

account number _____________, or, if mailed by check, to ______________________.

Applicable statements should be mailed to _____________________________________,

________________________________________________________________________________

                  This information is provided by _____________________________,

the assignee named above, or __________________________________________________,

as its agent.
















                                      A-8


<PAGE>



                                    EXHIBIT B

NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE
PROPOSED TRANSFEROR DELIVERS TO THE TRUSTEE A TRANSFEROR LETTER IN THE FORM OF
EXHIBIT H TO THE AGREEMENT REFERRED TO HEREIN AND EITHER (I) THE TRUSTEE
RECEIVES A RULE 144A LETTER IN THE FORM OF EXHIBIT I TO THE AGREEMENT REFERRED
TO HEREIN OR (II) THE TRUSTEE RECEIVES AN OPINION OF COUNSEL, DELIVERED AT THE
EXPENSE OF THE TRANSFEROR, THAT SUCH TRANSFER MAY BE MADE WITHOUT REGISTRATION
UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE
TRANSFEREE DELIVERS TO THE TRUSTEE A REPRESENTATION LETTER TO THE EFFECT THAT
SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN SUBJECT TO TITLE I OF THE
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED, ("ERISA"), OR A
PLAN SUBJECT TO SECTION 4975 OF THE CODE OR A PLAN SUBJECT TO MATERIALLY SIMILAR
PROVISIONS OF APPLICABLE FEDERAL, STATE OR LOCAL LAW ("SIMILAR LAW") OR A PERSON
INVESTING ON BEHALF OF OR WITH PLAN ASSETS OF SUCH A PLAN. IN THE EVENT THAT
SUCH REPRESENTATION IS VIOLATED, OR ANY ATTEMPT IS MADE TO TRANSFER TO A PLAN OR
ARRANGEMENT SUBJECT TO SECTION 406 OF ERISA, A PLAN SUBJECT TO SECTION 4975 OF
THE CODE OR A PLAN SUBJECT TO SIMILAR LAW, OR A PERSON ACTING ON BEHALF OF ANY
SUCH PLAN OR ARRANGEMENT OR USING THE ASSETS OF ANY SUCH PLAN OR ARRANGEMENT,
SUCH ATTEMPTED TRANSFER OR ACQUISITION SHALL BE VOID AND OF NO EFFECT.

Certificate No.                          :       1

Cut-off Date                             :       March 1, 2003

First Distribution Date                  :       April 25, 2003

Percentage Interest of this              :       100%
Certificate ("Denomination")




















                                      B-1


<PAGE>


                    MORGAN STANLEY DEAN WITTER CAPITAL I INC.

            Morgan Stanley Dean Witter Capital I Inc. Trust 2003-NC3
               Mortgage Pass-Through Certificates, Series 2003-NC3

                                     Class P

                  evidencing a percentage interest in the distributions
                  allocable to the Certificates of the above-referenced Class.

                  Distributions in respect of this Certificate are distributable
monthly as set forth herein. This Certificate does not evidence an obligation
of, or an interest in, and is not guaranteed by the Depositor, the Responsible
Party, the Servicer or the Trustee referred to below or any of their respective
affiliates. Neither this Certificate nor the Mortgage Loans are guaranteed or
insured by any governmental agency or instrumentality.

                  This certifies that Deutsche Bank National Trust Company, as
Indenture Trustee, is the registered owner of the Percentage Interest evidenced
by this Certificate (obtained by dividing the denomination of this Certificate
by the aggregate of the denominations of all Certificates of the Class to which
this Certificate belongs) in certain monthly distributions pursuant to a Pooling
and Servicing Agreement dated as of the Cut-off Date specified above (the
"Agreement") among Morgan Stanley Dean Witter Capital I Inc., as depositor (the
"Depositor"), The Provident Bank, as servicer (the "Servicer"), NC Capital
Corporation, as responsible party (the "Responsible Party"), and Deutsche Bank
National Trust Company, as trustee (the "Trustee"). To the extent not defined
herein, the capitalized terms used herein have the meanings assigned in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.

                  This Certificate does not have a Pass-Through Rate and will be
entitled to distributions only to the extent set forth in the Agreement. In
addition, any distribution of the proceeds of any remaining assets of the Trust
will be made only upon presentment and surrender of this Certificate at the
offices designated by the Trustee for such purpose, or the office or agency
maintained by the Trustee.

                  No transfer of a Certificate of this Class shall be made
unless such disposition is exempt from the registration requirements of the
Securities Act of 1933, as amended (the "1933 Act"), and any applicable state
securities laws or is made in accordance with the 1933 Act and such laws. In the
event of any such transfer, the Trustee shall require the transferor to execute
a transferor certificate (in substantially the form attached to the Pooling and
Servicing Agreement) and deliver either (i) a Rule 144A Letter, in either case
substantially in the form attached to the Agreement, or (ii) a written Opinion
of Counsel to the Trustee that such transfer may be made pursuant to an
exemption, describing the applicable exemption and the basis therefor, from the
1933 Act or is being made pursuant to the 1933 Act, which Opinion of Counsel
shall be an expense of the transferor.

                  No transfer of a Certificate of this Class shall be made
unless the Trustee shall have received a representation letter from the
transferee of such Certificate, acceptable to and in



                                      B-2

<PAGE>


form  and  substance  satisfactory  to the  Trustee,  to the  effect  that  such
transferee  is not an  employee  benefit  plan  subject to Section 406 of ERISA,
Section 4975 of the Code or any  materially  similar  provisions  of  applicable
federal,  state or local law ("Similar Law"), or a person acting on behalf of or
investing plan assets of any such plan, which representation letter shall not be
an expense of the Trustee.

                  Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.

                  This Certificate shall not be entitled to any benefit under
the Agreement or be valid for any purpose unless manually countersigned by an
authorized signatory of the Trustee.

                                      * * *













                                      B-3

<PAGE>


                  IN WITNESS WHEREOF, the Trustee has caused this Certificate to
be duly executed.

Dated:

                                    DEUTSCHE BANK NATIONAL TRUST
                                    COMPANY, not in its individual capacity, but
                                    solely as Trustee


                                    By:
                                       -----------------------------------------


Countersigned:

By:
   --------------------------------------------------
   Authorized Signatory of
   DEUTSCHE BANK NATIONAL TRUST COMPANY,
   not in its individual capacity, but solely
   as Trustee






                                      B-4


<PAGE>


                    MORGAN STANLEY DEAN WITTER CAPITAL I INC.
            Morgan Stanley Dean Witter Capital I Inc. Trust 2003-NC3
                       Mortgage Pass-Through Certificates

                  This Certificate is one of a duly authorized issue of
Certificates designated as Morgan Stanley Dean Witter Capital I Inc. Trust
2003-NC3 Mortgage Pass-Through Certificates, of the Series specified on the face
hereof (herein collectively called the "Certificates"), and representing a
beneficial ownership interest in the Trust Fund created by the Agreement.

                  The Certificateholder, by its acceptance of this Certificate,
agrees that it will look solely to the funds on deposit in the Distribution
Account for payment hereunder and that the Trustee is not liable to the
Certificateholders for any amount payable under this Certificate or the
Agreement or, except as expressly provided in the Agreement, subject to any
liability under the Agreement.

                  This Certificate does not purport to summarize the Agreement
and reference is made to the Agreement for the interests, rights and limitations
of rights, benefits, obligations and duties evidenced thereby, and the rights,
duties and immunities of the Trustee.

                  Pursuant to the terms of the Agreement, a distribution will be
made on the 25th day of each month or, if such 25th day is not a Business Day,
the Business Day immediately following (the "Distribution Date"), commencing on
the first Distribution Date specified on the face hereof, to the Person in whose
name this Certificate is registered at the close of business on the applicable
Record Date in an amount equal to the product of the Percentage Interest
evidenced by this Certificate and the amount required to be distributed to
Holders of Certificates of the Class to which this Certificate belongs on such
Distribution Date pursuant to the Agreement. The Record Date applicable to each
Distribution Date is the last Business Day of the month next preceding the month
of such Distribution Date.

                  Distributions on this Certificate shall be made by wire
transfer of immediately available funds to the account of the Holder hereof at a
bank or other entity having appropriate facilities therefor, if such
Certificateholder shall have so notified the Trustee in writing at least five
Business Days prior to the related Record Date and such Certificateholder shall
satisfy the conditions to receive such form of payment set forth in the
Agreement, or, if not, by check mailed by first class mail to the address of
such Certificateholder appearing in the Certificate Register. The final
distribution on each Certificate will be made in like manner, but only upon
presentment and surrender of such Certificate at the offices designated by the
Trustee for such purposes or such other location specified in the notice to
Certificateholders of such final distribution.

                  The Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the rights and
obligations of the Trustee and the rights of the Certificateholders under the
Agreement at any time by the Depositor, the Servicer, the Responsible Party and
the Trustee with the consent of the Holders of Certificates affected by such
amendment evidencing the requisite Percentage Interest, as provided in the
Agreement. Any such consent by the Holder of this Certificate shall be
conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the


                                      B-5

<PAGE>


transfer hereof or in exchange therefor or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Agreement also
permits the amendment thereof, in certain limited circumstances, without the
consent of the Holders of any of the Certificates.

                  As provided in the Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable
in the Certificate Register of the Trustee upon surrender of this Certificate
for registration of transfer at the offices designated by the Trustee for such
purposes or the office or agency maintained by the Trustee in New York, New
York, accompanied by a written instrument of transfer in form satisfactory to
the Trustee and the Certificate Registrar duly executed by the holder hereof or
such holder's attorney duly authorized in writing, and thereupon one or more new
Certificates of the same Class in authorized denominations and evidencing the
same aggregate Percentage Interest in the Trust Fund will be issued to the
designated transferee or transferees.

                  The Certificates are issuable only as registered Certificates
without coupons in denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, Certificates are
exchangeable for new Certificates of the same Class in authorized denominations
and evidencing the same aggregate Percentage Interest, as requested by the
Holder surrendering the same.

                  No service charge will be made for any such registration of
transfer or exchange, but the Trustee may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.

                  The Depositor, the Servicer, the Responsible Party and the
Trustee and any agent of the Depositor or the Trustee may treat the Person in
whose name this Certificate is registered as the owner hereof for all purposes,
and neither the Depositor, the Trustee, nor any such agent shall be affected by
any notice to the contrary.

                  On any Distribution Date on which the aggregate Stated
Principal Balance of the Mortgage Loans is less than or equal to 10% of the
Cut-off Date Pool Principal Balance, the Servicer will have the option to
repurchase, in whole, from the Trust Fund all remaining Mortgage Loans and all
property acquired in respect of the Mortgage Loans at a purchase price
determined as provided in the Agreement. The obligations and responsibilities
created by the Agreement will terminate as provided in Section 9.01 of the
Agreement.

                  Any term used herein that is defined in the Agreement shall
have the meaning assigned in the Agreement, and nothing herein shall be deemed
inconsistent with that meaning.

                                      B-6

<PAGE>


                                   ASSIGNMENT

                  FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto____________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(Please print or typewrite name and address including postal zip code of
assignee)

the Percentage Interest evidenced by the within Certificate and hereby
authorizes the transfer of registration of such Percentage Interest to assignee
on the Certificate Register of the Trust Fund.

                  I (We) further direct the Trustee to issue a new Certificate
of a like denomination and Class, to the above named assignee and deliver such
Certificate to the following address:
_______________________________________________________________________________.

Dated:

                                          ______________________________________
                                          Signature by or on behalf of assignor

















                                      B-7

<PAGE>


                            DISTRIBUTION INSTRUCTIONS

                  The assignee should include the following for purposes of
distribution:

                  Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to ________________________________________________,
_______________________________________________________________________________,
for the account of ____________________________________________________________,
account number ____________, or, if mailed by check, to _______________________.
Applicable statements should be mailed to _____________________________________,
_______________________________________________________________________________.

                  This information is provided by _____________________________,
the assignee named above, or __________________________________________________,
as its agent.




















                                      B-8

<PAGE>



                                    EXHIBIT C

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "RESIDUAL
INTEREST" IN TWO "REAL ESTATE MORTGAGE INVESTMENT CONDUITS," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").

NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE
PROPOSED TRANSFEREE DELIVERS TO THE TRUSTEE A TRANSFER AFFIDAVIT IN ACCORDANCE
WITH THE PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN.

NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED (I) TO A
PERSON OTHER THAN A PERMITTED TRANSFEREE IN COMPLIANCE WITH SECTION 5.02(C) OF
THE AGREEMENT OR (II) UNLESS THE TRANSFEREE DELIVERS TO THE TRUSTEE A
REPRESENTATION LETTER TO THE EFFECT THAT SUCH TRANSFEREE IS NOT AN EMPLOYEE
BENEFIT PLAN SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT
OF 1974, AS AMENDED ("ERISA"), OR A PLAN SUBJECT TO SECTION 4975 OF THE CODE OR
A PLAN SUBJECT TO MATERIALLY SIMILAR PROVISIONS OF APPLICABLE FEDERAL, STATE OR
LOCAL LAW ("SIMILAR LAW") OR A PERSON INVESTING ON BEHALF OF OR WITH PLAN ASSETS
OF SUCH A PLAN. IN THE EVENT THAT SUCH REPRESENTATION IS VIOLATED, OR ANY
ATTEMPT IS MADE TO TRANSFER TO A PLAN OR ARRANGEMENT SUBJECT TO SECTION 406 OF
ERISA, A PLAN SUBJECT TO SECTION 4975 OF THE CODE OR A PLAN SUBJECT TO SIMILAR
LAW, OR A PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR ARRANGEMENT OR USING THE
ASSETS OF ANY SUCH PLAN OR ARRANGEMENT, SUCH ATTEMPTED TRANSFER OR ACQUISITION
SHALL BE VOID AND OF NO EFFECT.

Certificate No.                          :       1

Cut-off Date                             :       March 1, 2003

First Distribution Date                  :       April 25, 2003

Percentage Interest of this              :       100%
Certificate ("Denomination")






















                                      C-1


<PAGE>


                    MORGAN STANLEY DEAN WITTER CAPITAL I INC.

            Morgan Stanley Dean Witter Capital I Inc. Trust 2003-NC3
               Mortgage Pass-Through Certificates, Series 2003-NC3

                                     Class R

                  evidencing a percentage interest in the distributions
                  allocable to the Certificates of the above-referenced Class.

                  Distributions in respect of this Certificate is distributable
monthly as set forth herein. This Class R Certificate has no Certificate Balance
and is not entitled to distributions in respect of principal or interest. This
Certificate does not evidence an obligation of, or an interest in, and is not
guaranteed by the Depositor, the Servicer, the Responsible Party or the Trustee
referred to below or any of their respective affiliates. Neither this
Certificate nor the Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality.

                  This certifies that Morgan Stanley & Co. Incorporated is the
registered owner of the Percentage Interest specified above of any monthly
distributions due to the Class R Certificates pursuant to a Pooling and
Servicing Agreement dated as of the Cut-off Date specified above (the
"Agreement") among Morgan Stanley Dean Witter Capital I Inc., as depositor (the
"Depositor"), The Provident Bank as servicer (the "Servicer"), NC Capital
Corporation, as responsible party (the "Responsible Party"), and Deutsche Bank
National Trust Company, as trustee (the "Trustee"). To the extent not defined
herein, the capitalized terms used herein have the meanings assigned in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.

                  Any distribution of the proceeds of any remaining assets of
the Trust Fund will be made only upon presentment and surrender of this Class R
Certificate at the offices designated by the Trustee for such purposes or the
office or agency maintained by the Trustee in New York, New York.

                  No transfer of a Class R Certificate shall be made unless the
Trustee shall have received a representation letter from the transferee of such
Certificate, acceptable to and in form and substance satisfactory to the
Trustee, to the effect that such transferee is not an employee benefit plan or
arrangement subject to Section 406 of ERISA, a plan or arrangement subject to
Section 4975 of the Code or a plan subject to Similar Law, or a person acting on
behalf of any such plan or arrangement nor using the assets of any such plan or
arrangement to effect such transfer, which representation letter shall not be an
expense of the Trustee, the Servicer or the Trust Fund. In the event that such
representation is violated, or any attempt is made to transfer to a plan or
arrangement subject to Section 406 of ERISA or a plan subject to Section 4975 of
the Code or a plan subject to Similar Law, or a person acting on behalf of any
such plan or arrangement or using the assets of any such plan or arrangement,
such attempted transfer or acquisition shall be void and of no effect.

                  Each Holder of this Class R Certificate shall be deemed by the
acceptance or acquisition an Ownership Interest in this Class R Certificate to
have agreed to be bound by the


                                      C-2

<PAGE>


following provisions, and the rights of each Person acquiring any Ownership
Interest in this Class R Certificate are expressly subject to the following
provisions: (i) each Person holding or acquiring any Ownership Interest in this
Class R Certificate shall be a Permitted Transferee and shall promptly notify
the Trustee of any change or impending change in its status as a Permitted
Transferee, (ii) no Ownership Interest in this Class R Certificate may be
registered on the Closing Date or thereafter transferred, and the Trustee shall
not register the Transfer of this Certificate unless, in addition to the
certificates required to be delivered to the Trustee under Section 5.02(b) of
the Agreement, the Trustee shall have been furnished with a Transfer Affidavit
of the initial owner or the proposed transferee in the form attached as Exhibit
G to the Agreement, (iii) each Person holding or acquiring any Ownership
Interest in this Class R Certificate shall agree (A) to obtain a Transfer
Affidavit from any other Person to whom such Person attempts to Transfer its
Ownership Interest this Class R Certificate, (B) to obtain a Transfer Affidavit
from any Person for whom such Person is acting as nominee, trustee or agent in
connection with any Transfer of this Class R Certificate, (C) not to cause
income with respect to the Class R Certificate to be attributable to a foreign
permanent establishment or fixed base, within the meaning of an applicable
income tax treaty, of such Person or any other U.S. Person and (D) not to
Transfer the Ownership Interest in this Class R Certificate or to cause the
Transfer of the Ownership Interest in this Class R Certificate to any other
Person if it has actual knowledge that such Person is a Non-Permitted Transferee
and (iv) any attempted or purported Transfer of the Ownership Interest in this
Class R Certificate in violation of the provisions herein shall be absolutely
null and void and shall vest no rights in the purported Transferee.

                  Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.

                  This Certificate shall not be entitled to any benefit under
the Agreement or be valid for any purpose unless manually countersigned by an
authorized signatory of the Trustee.
















                                      C-3


<PAGE>


                  IN WITNESS WHEREOF, the Trustee has caused this Certificate to
be duly executed.

Dated:



                                   DEUTSCHE BANK NATIONAL TRUST COMPANY,
                                   not in its individual capacity, but solely
                                   as Trustee


                                   By:
                                      ------------------------------------------


Countersigned:

By:
   ------------------------------------------------
   Authorized Signatory of
   DEUTSCHE BANK NATIONAL TRUST COMPANY,
   not in its individual capacity, but solely as
   Trustee




















                                      C-4


<PAGE>


            Morgan Stanley Dean Witter Capital I Inc. Trust 2003-NC3
                       Mortgage Pass-Through Certificates

                  This Certificate is one of a duly authorized issue of
Certificates designated as Morgan Stanley Dean Witter Capital I Inc. Trust
2003-NC3 Mortgage Pass-Through Certificates, of the Series specified on the face
hereof (herein collectively called the "Certificates"), and representing a
beneficial ownership interest in the Trust Fund created by the Agreement.

                  The Certificateholder, by its acceptance of this Certificate,
agrees that it will look solely to the funds on deposit in the Distribution
Account for payment hereunder and that the Trustee is not liable to the
Certificateholders for any amount payable under this Certificate or the
Agreement or, except as expressly provided in the Agreement, subject to any
liability under the Agreement.

                  This Certificate does not purport to summarize the Agreement
and reference is made to the Agreement for the interests, rights and limitations
of rights, benefits, obligations and duties evidenced thereby, and the rights,
duties and immunities of the Trustee.

                  Pursuant to the terms of the Agreement, a distribution will be
made on the 25th day of each month or, if such day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified on the face hereof, to the Person in whose
name this Certificate is registered at the close of business on the applicable
Record Date in an amount equal to the product of the Percentage Interest
evidenced by this Certificate and the amount required to be distributed to
Holders of Certificates of the Class to which this Certificate belongs on such
Distribution Date pursuant to the Agreement. The Record Date applicable to each
Distribution Date is the last Business Day of the month next preceding the month
of such Distribution Date.

                  Distributions on this Certificate shall be made by wire
transfer of immediately available funds to the account of the Holder hereof at a
bank or other entity having appropriate facilities therefor, if such
Certificateholder shall have so notified the Trustee in writing at least five
Business Days prior to the related Record Date and such Certificateholder shall
satisfy the conditions to receive such form of payment set forth in the
Agreement, or, if not, by check mailed by first class mail to the address of
such Certificateholder appearing in the Certificate Register. The final
distribution on each Certificate will be made in like manner, but only upon
presentment and surrender of such Certificate at the offices designated by the
Trustee for such purposes or such other location specified in the notice to
Certificateholders of such final distribution.

                  The Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the rights and
obligations of the Trustee and the rights of the Certificateholders under the
Agreement at any time by the Depositor, the Servicer, the Responsible Party and
the Trustee with the consent of the Holders of Certificates affected by such
amendment evidencing the requisite Percentage Interest, as provided in the
Agreement. Any such consent by the Holder of this Certificate shall be
conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange therefor or in lieu hereof whether or not notation of such consent


                                      C-5

<PAGE>



is made upon this Certificate. The Agreement also permits the amendment thereof,
in certain limited circumstances, without the consent of the Holders of any of
the Certificates.

                  As provided in the Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable
in the Certificate Register of the Trustee upon surrender of this Certificate
for registration of transfer at the offices designated by the Trustee for such
purposes or the office or agency maintained by the Trustee in New York, New
York, accompanied by a written instrument of transfer in form satisfactory to
the Trustee and the Certificate Registrar duly executed by the holder hereof or
such holder's attorney duly authorized in writing, and thereupon one or more new
Certificates of the same Class in authorized denominations and evidencing the
same aggregate Percentage Interest in the Trust Fund will be issued to the
designated transferee or transferees.

                  The Certificates are issuable only as registered Certificates
without coupons in denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, Certificates are
exchangeable for new Certificates of the same Class in authorized denominations
and evidencing the same aggregate Percentage Interest, as requested by the
Holder surrendering the same.

                  No service charge will be made for any such registration of
transfer or exchange, but the Trustee may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.

                  The Depositor, the Servicer, the Responsible Party and the
Trustee and any agent of the Depositor or the Trustee may treat the Person in
whose name this Certificate is registered as the owner hereof for all purposes,
and neither the Depositor, the Trustee, nor any such agent shall be affected by
any notice to the contrary.

                  On any Distribution Date on which the aggregate Stated
Principal Balance of the Mortgage Loans is less than or equal to 10% of the
Cut-off Date Pool Principal Balance, the Servicer will have the option to
repurchase, in whole, from the Trust Fund all remaining Mortgage Loans and all
property acquired in respect of the Mortgage Loans at a purchase price
determined as provided in the Agreement. The obligations and responsibilities
created by the Agreement will terminate as provided in Section 9.01 of the
Agreement.

                  Any term used herein that is defined in the Agreement shall
have the meaning assigned in the Agreement, and nothing herein shall be deemed
inconsistent with that meaning.















                                      C-6


<PAGE>



                                   ASSIGNMENT
                                   ----------

                  FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto ___________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(Please print or typewrite name and address including postal zip code of
assignee)

the Percentage Interest evidenced by the within Certificate and hereby
authorizes the transfer of registration of such Percentage Interest to assignee
on the Certificate Register of the Trust Fund.

                  I (We) further direct the Trustee to issue a new Certificate
of a like denomination and Class, to the above named assignee and deliver such
Certificate to the following address: .
_______________________________________________________________________________.


Dated:


                                ________________________________________________
                                Signature by or on behalf of assignor



















                                      C-7

<PAGE>


                           DISTRIBUTION INSTRUCTIONS

                  The assignee should include the following for purposes of
distribution:

                  Distributions  shall be made, by wire transfer or otherwise,
in immediately available funds to _____________________________________________,
_______________________________________________________________________________,
for the account of ____________________________________________________________,
account number ______________, or, if mailed by check, to _____________________.
Applicable statements should be mailed to _____________________________________,
_______________________________________________________________________________.

                  This information is provided by _____________________________,
the assignee named above, or __________________________________________________,
as its agent.



















                                      C-8


<PAGE>



                                    EXHIBIT D

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS AN
INTEREST IN A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT,"
AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE
INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE") AND CERTAIN OTHER ASSETS.

NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE
PROPOSED TRANSFEROR DELIVERS TO THE TRUSTEE A TRANSFEROR LETTER IN THE FORM OF
EXHIBIT H TO THE AGREEMENT REFERRED TO HEREIN AND EITHER (I) THE TRUSTEE
RECEIVES A RULE 144A LETTER IN THE FORM OF EXHIBIT I TO THE AGREEMENT REFERRED
TO HEREIN OR (II) THE TRUSTEE RECEIVES AN OPINION OF COUNSEL, DELIVERED AT THE
EXPENSE OF THE TRANSFEROR, THAT SUCH TRANSFER MAY BE MADE WITHOUT REGISTRATION
UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE
TRANSFEREE DELIVERS TO THE TRUSTEE EITHER A REPRESENTATION LETTER TO THE EFFECT
THAT SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN SUBJECT TO TITLE I OF THE
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR A PLAN
SUBJECT TO SECTION 4975 OF THE CODE, OR, A PLAN SUBJECT TO APPLICABLE FEDERAL,
STATE OR LOCAL LAW ("SIMILAR LAW") MATERIALLY SIMILAR TO THE FOREGOING
PROVISIONS OF ERISA OR THE CODE OR A PERSON ACTING ON BEHALF OF OR INVESTING
PLAN ASSETS OF ANY SUCH PLAN, OTHER THAN AN INSURANCE COMPANY WHICH IS
PURCHASING SUCH CERTIFICATES WITH FUNDS CONTAINED IN AN "INSURANCE COMPANY
GENERAL ACCOUNT" (AS SUCH TERM IS DEFINED IN SECTION V(e) OF PROHIBITED
TRANSACTION CLASS EXEMPTION 95-60 ("PTCE 95-60")) UNDER SUCH CONDITIONS THAT THE
PURCHASE AND HOLDING OF THIS CERTIFICATE ARE COVERED UNDER SECTIONS I AND III OF
PTCE 95-60, OR AN OPINION OF COUNSEL IN ACCORDANCE WITH THE PROVISIONS OF THE
AGREEMENT REFERRED TO HEREIN. NOTWITHSTANDING ANYTHING ELSE TO THE CONTRARY
HEREIN, ANY PURPORTED TRANSFER OF THIS CERTIFICATE TO OR ON BEHALF OF AN
EMPLOYEE BENEFIT PLAN SUBJECT TO ERISA OR TO THE CODE WITHOUT THE REPRESENTATION
LETTER OR THE OPINION OF COUNSEL SATISFACTORY TO THE TRUSTEE AS DESCRIBED ABOVE
SHALL BE VOID AND OF NO EFFECT.






                                      D-1

<PAGE>



Certificate No.                          :    1

Cut-off Date                             :    March 1, 2003

First Distribution Date                  :    April 25, 2003

Initial Certificate Balance of this      :    $[_____________]
Certificate

Initial Certificate Balances of all      :    $[___________]
Certificates of this Class

Percentage Interest of this              :    100%
Certificate ("Denomination")


















                                      D-2



<PAGE>


                    MORGAN STANLEY DEAN WITTER CAPITAL I INC.

            Morgan Stanley Dean Witter Capital I Inc. Trust 2003-NC3
               Mortgage Pass-Through Certificates, Series 2003-NC3

                                     Class X

                  evidencing a percentage interest in the distributions
                  allocable to the Certificates of the above-referenced Class.

                  Distributions in respect of this Certificate are distributable
monthly as set forth herein. This Certificate does not evidence an obligation
of, or an interest in, and is not guaranteed by the Depositor, the Servicer, the
Responsible Party or the Trustee referred to below or any of their respective
affiliates. Neither this Certificate nor the Mortgage Loans are guaranteed or
insured by any governmental agency or instrumentality.

                  This certifies that Deutsche Bank National Trust Company, as
Indenture Trustee, is the registered owner of the Percentage Interest evidenced
by this Certificate (obtained by dividing the denomination of this Certificate
by the aggregate of the denominations of all Certificates of the Class to which
this Certificate belongs) in certain monthly distributions pursuant to a Pooling
and Servicing Agreement dated as of the Cut-off Date specified above (the
"Agreement") among Morgan Stanley Dean Witter Capital I Inc., as depositor (the
"Depositor"), The Provident Bank, as servicer (the "Servicer"), NC Capital
Corporation, as responsible party (the "Responsible Party"), and Deutsche Bank
National Trust Company, as trustee (the "Trustee"). To the extent not defined
herein, the capitalized terms used herein have the meanings assigned in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.

                  This Certificate does not have a Pass-Through Rate and will be
entitled to distributions only to the extent set forth in the Agreement. In
addition, any distribution of the proceeds of any remaining assets of the Trust
will be made only upon presentment and surrender of this Certificate at the
offices designated by the Trustee for such purposes or the office or agency
maintained by the Trustee.

                  No transfer of a Certificate of this Class shall be made
unless such disposition is exempt from the registration requirements of the
Securities Act of 1933, as amended (the "1933 Act"), and any applicable state
securities laws or is made in accordance with the 1933 Act and such laws. In the
event of any such transfer, the Trustee shall require the transferor to execute
a transferor certificate (in substantially the form attached to the Pooling and
Servicing Agreement) and deliver either (i) a Rule 144A Letter, in either case
substantially in the form attached to the Agreement, or (ii) a written Opinion
of Counsel to the Trustee that such transfer may be made pursuant to an
exemption, describing the applicable exemption and the basis therefor, from the
1933 Act or is being made pursuant to the 1933 Act, which Opinion of Counsel
shall be an expense of the transferor.

                  No transfer of a Certificate of this Class shall be made
unless the Trustee shall have received either (i) a representation letter from
the transferee of such Certificate, acceptable

                                      D-3

<PAGE>



to and in form and substance satisfactory to the Trustee, to the effect that
such transferee is not an employee benefit plan subject to Section 406 of ERISA
or Section 4975 of the Code or any materially similar provisions of applicable
Federal, state or local law ("Similar Law") or a person acting on behalf of or
investing plan assets of any such plan, which representation letter shall not be
an expense of the Trustee, or (ii) if the transferee is an insurance company, a
representation letter that it is purchasing such Certificates with the assets of
its general account and that the purchase and holding of such Certificates are
covered under Sections I and III of PTCE 95-60, or (iii) in the case of a
Certificate presented for registration in the name of an employee benefit plan
subject to ERISA, or a plan or arrangement subject to Section 4975 of the Code
(or comparable provisions of any subsequent enactments) or a plan subject to
Similar Law, or a trustee of any such plan or any other person acting on behalf
of any such plan or arrangement or using such plan's or arrangement's assets, an
Opinion of Counsel satisfactory to the Trustee and the Servicer, which Opinion
of Counsel shall not be an expense of the Trustee, the Servicer or the Trust
Fund, addressed to the Trustee, to the effect that the purchase or holding of
such Certificate will not result in the assets of the Trust Fund being deemed to
be "plan assets" and subject to the prohibited transaction provisions of ERISA
and the Code and will not subject the Trustee or the Servicer to any obligation
in addition to those expressly undertaken in this Agreement or to any liability.

                  Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.

                  This Certificate shall not be entitled to any benefit under
the Agreement or be valid for any purpose unless manually countersigned by an
authorized signatory of the Trustee.

                                      * * *


















                                      D-4


<PAGE>


                  IN WITNESS WHEREOF, the Trustee has caused this Certificate to
be duly executed.

Dated:

                             DEUTSCHE BANK NATIONAL TRUST COMPANY,
                             not in its individual capacity, but solely
                             as Trustee


                             By:
                                -----------------------------------------------


Countersigned:

By:
   ------------------------------------------------
   Authorized Signatory of
   DEUTSCHE BANK NATIONAL TRUST COMPANY,
   not in its individual capacity, but solely as
   Trustee

















                                      D-5


<PAGE>


                    MORGAN STANLEY DEAN WITTER CAPITAL I INC.
            Morgan Stanley Dean Witter Capital I Inc. Trust 2003-NC3
                       Mortgage Pass-Through Certificates

                  This Certificate is one of a duly authorized issue of
Certificates designated as Morgan Stanley Dean Witter Capital I Inc. Trust
2003-NC3 Mortgage Pass-Through Certificates, of the Series specified on the face
hereof (herein collectively called the "Certificates"), and representing a
beneficial ownership interest in the Trust Fund created by the Agreement.

                  The Certificateholder, by its acceptance of this Certificate,
agrees that it will look solely to the funds on deposit in the Distribution
Account for payment hereunder and that the Trustee is not liable to the
Certificateholders for any amount payable under this Certificate or the
Agreement or, except as expressly provided in the Agreement, subject to any
liability under the Agreement.

                  This Certificate does not purport to summarize the Agreement
and reference is made to the Agreement for the interests, rights and limitations
of rights, benefits, obligations and duties evidenced thereby, and the rights,
duties and immunities of the Trustee.

                  Pursuant to the terms of the Agreement, a distribution will be
made on the 25th day of each month or, if such 25th day is not a Business Day,
the Business Day immediately following (the "Distribution Date"), commencing on
the first Distribution Date specified on the face hereof, to the Person in whose
name this Certificate is registered at the close of business on the applicable
Record Date in an amount equal to the product of the Percentage Interest
evidenced by this Certificate and the amount required to be distributed to
Holders of Certificates of the Class to which this Certificate belongs on such
Distribution Date pursuant to the Agreement. The Record Date applicable to each
Distribution Date is the last Business Day of the month next preceding the month
of such Distribution Date.

                  Distributions on this Certificate shall be made by wire
transfer of immediately available funds to the account of the Holder hereof at a
bank or other entity having appropriate facilities therefor, if such
Certificateholder shall have so notified the Trustee in writing at least five
Business Days prior to the related Record Date and such Certificateholder shall
satisfy the conditions to receive such form of payment set forth in the
Agreement, or, if not, by check mailed by first class mail to the address of
such Certificateholder appearing in the Certificate Register. The final
distribution on each Certificate will be made in like manner, but only upon
presentment and surrender of such Certificate at the offices designated by the
Trustee for such purposes or such other location specified in the notice to
Certificateholders of such final distribution.

                  The Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the rights and
obligations of the Trustee and the rights of the Certificateholders under the
Agreement at any time by the Depositor, the Servicer, the Responsible Party and
the Trustee with the consent of the Holders of Certificates affected by such
amendment evidencing the requisite Percentage Interest, as provided in the
Agreement. Any such consent by the Holder of this Certificate shall be
conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the




                                      D-6
<PAGE>



transfer hereof or in exchange therefor or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Agreement also
permits the amendment thereof, in certain limited circumstances, without the
consent of the Holders of any of the Certificates.

                  As provided in the Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable
in the Certificate Register of the Trustee upon surrender of this Certificate
for registration of transfer at the offices designated by the Trustee for such
purposes or the office or agency maintained by the Trustee in New York, New
York, accompanied by a written instrument of transfer in form satisfactory to
the Trustee and the Certificate Registrar duly executed by the holder hereof or
such holder's attorney duly authorized in writing, and thereupon one or more new
Certificates of the same Class in authorized denominations and evidencing the
same aggregate Percentage Interest in the Trust Fund will be issued to the
designated transferee or transferees.

                  The Certificates are issuable only as registered Certificates
without coupons in denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, Certificates are
exchangeable for new Certificates of the same Class in authorized denominations
and evidencing the same aggregate Percentage Interest, as requested by the
Holder surrendering the same.

                  No service charge will be made for any such registration of
transfer or exchange, but the Trustee may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.

                  The Depositor, the Servicer, the Responsible Party and the
Trustee and any agent of the Depositor or the Trustee may treat the Person in
whose name this Certificate is registered as the owner hereof for all purposes,
and neither the Depositor, the Trustee, nor any such agent shall be affected by
any notice to the contrary.

                  On any Distribution Date on which the aggregate Stated
Principal Balance of the Mortgage Loans is less than or equal to 10% of the
Cut-off Date Principal Balance, the Servicer will have the option to repurchase,
in whole, from the Trust Fund all remaining Mortgage Loans and all property
acquired in respect of the Mortgage Loans at a purchase price determined as
provided in the Agreement. The obligations and responsibilities created by the
Agreement will terminate as provided in Section 9.01 of the Agreement.

                  Any term used herein that is defined in the Agreement shall
have the meaning assigned in the Agreement, and nothing herein shall be deemed
inconsistent with that meaning.
















                                      D-7


<PAGE>



                                   ASSIGNMENT
                                   ----------

                  FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto ___________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(Please print or typewrite name and address including postal zip code of
assignee)

the Percentage Interest evidenced by the within Certificate and hereby
authorizes the transfer of registration of such Percentage Interest to assignee
on the Certificate Register of the Trust Fund.

                  I (We) further direct the Trustee to issue a new Certificate
of a like denomination and Class, to the above named assignee and deliver such
Certificate to the following address:
_______________________________________________________________________________.

Dated:



                                  _____________________________________________
                                  Signature by or on behalf of assignor
























                                      D-8


<PAGE>


                            DISTRIBUTION INSTRUCTIONS

                  The assignee should include the following for purposes of
distribution:

                  Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to ________________________________________________,
_______________________________________________________________________________,
for the account of ____________________________________________________________,
account number _____________, or, if mailed by check, to ______________________.
Applicable statements should be mailed to _____________________________________,
_______________________________________________________________________________.

                  This information is provided by _____________________________,
the assignee named above, or___________________________________________________,
as its agent.


















                                      D-9


<PAGE>


                                    EXHIBIT E

                    FORM OF INITIAL CERTIFICATION OF TRUSTEE

                                     [date]

[Depositor]

[Servicer]

----------------------------------

----------------------------------

                  Re:      Pooling and Servicing  Agreement,  dated as of
                           March 1, 2003, among Morgan Stanley Dean Witter
                           Capital I Inc., as Depositor, The Provident Bank, as
                           Servicer, NC Capital Corporation, as Responsible
                           Party, and Deutsche Bank National Trust Company, as
                           Trustee, Morgan Stanley Dean Witter Capital I Inc.
                           Trust, Series 2003-NC3
                           ----------------------------------------------------

Gentlemen:

                  In accordance with Section 2.02 of the above-captioned Pooling
and Servicing Agreement (the "Pooling and Servicing Agreement"), for each
Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan
listed in the attached schedule), it has received:

                  (i) the original Mortgage Note, endorsed as provided in the
          following form: "Pay to the order of ________, without recourse"; and

                  (ii) a duly executed assignment of the Mortgage (which may be
          included in a blanket assignment or assignments).

                  Based on its review and examination and only as to the
foregoing documents, such documents appear regular on their face and related to
such Mortgage Loan.

                  The Trustee has made no independent examination of any
documents contained in each Mortgage File beyond the review specifically
required in the Pooling and Servicing Agreement. The Trustee makes no
representations as to: (i) the validity, legality, sufficiency, enforceability
or genuineness of any of the documents contained in each Mortgage File of any of
the Mortgage Loans identified on the Mortgage Loan Schedule, or (ii) the
collectability, insurability, effectiveness or suitability of any such Mortgage
Loan.
















                                      E-1


<PAGE>


                  Capitalized words and phrases used herein shall have the
respective meanings assigned to them in the Pooling and Servicing Agreement.

                                   DEUTSCHE BANK NATIONAL TRUST COMPANY,
                                   as Trustee


                                   By:
                                      -----------------------------------------
                                   Name:
                                        ---------------------------------------
                                   Title:
                                         --------------------------------------


















                                      E-2

<PAGE>



                                    EXHIBIT F

                         FORM OF DOCUMENT CERTIFICATION
                         AND EXCEPTION REPORT OF TRUSTEE

                                     [date]

[Depositor]

[Servicer]

------------------------------

------------------------------

                  Re:      Pooling and Servicing Agreement, dated as of March 1,
                           2003, among Morgan Stanley Dean Witter Capital I
                           Inc., as Depositor, The Provident Bank, as Servicer,
                           NC Capital Corporation, as Responsible Party, and
                           Deutsche Bank National Trust Company, as Trustee,
                           Morgan Stanley Dean Witter Capital I Inc. Trust,
                           Series 2003-NC3
                           ----------------------------------------------------

Gentlemen:

                  In accordance with Section 2.02 of the above-captioned Pooling
and Servicing Agreement (the "Pooling and Servicing Agreement"), the
undersigned, as Trustee, hereby certifies that as to each Mortgage Loan listed
in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or
listed on the attached Document Exception Report) it has received:

                  (i) The original Mortgage Note, endorsed in the form provided
          in Section 2.01 of the Pooling and Servicing Agreement, with all
          intervening endorsements showing a complete chain of endorsement from
          the originator to the last endorsee.

                  (ii) The original recorded Mortgage.

                  (iii) A duly executed assignment of the Mortgage in the form
          provided in Section 2.01 of the Pooling and Servicing Agreement; or,
          if the Responsible Party has certified or the Trustee otherwise knows
          that the related Mortgage has not been returned from the applicable
          recording office, a copy of the assignment of the Mortgage (excluding
          information to be provided by the recording office).

                  (iv) The original or duplicate original recorded assignment or
          assignments of the Mortgage showing a complete chain of assignment
          from the
         originator to the last endorsee.

                  (v) The original or duplicate original lender's title policy
          and all riders thereto or, any one of an original title binder, an
          original preliminary title report or an original title commitment, or
          a copy thereof certified by the title company.



                                      F-1

<PAGE>



                  Based on its review and examination and only as to the
foregoing documents, (a) such documents appear regular on their face and related
to such Mortgage Loan, and (b) the information set forth in items (1), (2), (7)
and (9) of the Mortgage Loan Schedule and items (1), (9) and (17) of the Data
Tape Information accurately reflects information set forth in the Custodial
File.

                  The Trustee has made no independent examination of any
documents contained in each Mortgage File beyond the review of the Custodial
File specifically required in the Pooling and Servicing Agreement. The Trustee
makes no representations as to: (i) the validity, legality, sufficiency,
enforceability or genuineness of any of the documents contained in each Mortgage
File of any of the Mortgage Loans identified on the Mortgage Loan Schedule, or
(ii) the collectability, insurability, effectiveness or suitability of any such
Mortgage Loan. Notwithstanding anything herein to the contrary, the Trustee has
made no determination and makes no representations as to whether (i) any
endorsement is sufficient to transfer all right, title and interest of the party
so endorsing, as Noteholder or assignee thereof, in and to that Mortgage Note or
(ii) any assignment is in recordable form or sufficient to effect the assignment
of and transfer to the assignee thereof, under the Mortgage to which the
assignment relates.

                  Capitalized words and phrases used herein shall have the
respective meanings assigned to them in the Pooling and Servicing Agreement.


                                   DEUTSCHE BANK NATIONAL TRUST COMPANY,
                                   as Trustee


                                   By:
                                      -----------------------------------------
                                   Name:
                                        ---------------------------------------
                                   Title:
                                         --------------------------------------
















                                      F-2

<PAGE>



                                    EXHIBIT G

                           RESIDUAL TRANSFER AFFIDAVIT

            Morgan Stanley Dean Witter Capital I Inc. Trust 2003-NC3,
                       Mortgage Pass-Through Certificates,
                                 Series 2003-NC3

STATE OF                   )
                           ) ss.:
COUNTY OF                  )

                  The undersigned, being first duly sworn, deposes and says as
follows:

                  1.  The undersigned is an officer of ___________________, the
proposed Transferee of an Ownership Interest in a Class R Certificate (the
"Certificate") issued pursuant to the Pooling and Servicing Agreement (the
"Agreement"), relating to the above-referenced Series, by and among Morgan
Stanley Dean Witter Capital I Inc., as depositor (the "Depositor"), The
Provident Bank, as Servicer, NC Capital Corporation, as Responsible Party, and
Deutsche Bank National Trust Company, as Trustee. Capitalized terms used, but
not defined herein, shall have the meanings ascribed to such terms in the
Agreement. The Transferee has authorized the undersigned to make this affidavit
on behalf of the Transferee for the benefit of the Depositor and the Trustee.

                  2.  The Transferee is, as of the date hereof, and will be, as
of the date of the Transfer, a Permitted Transferee. The Transferee is acquiring
its Ownership Interest in the Certificate for its own account. The Transferee
has no knowledge that any such affidavit is false.

                  3.  The Transferee has been advised of, and understands that
(i) a tax will be imposed on Transfers of the Certificate to Persons that are
Non-Permitted Transferees; (ii) such tax will be imposed on the transferor, or,
if such Transfer is through an agent (which includes a broker, nominee or
middleman) for a Person that is a Non-Permitted Transferee, on the agent; and
(iii) the Person otherwise liable for the tax shall be relieved of liability for
the tax if the subsequent Transferee furnished to such Person an affidavit that
such subsequent Transferee is a Permitted Transferee and, at the time of
Transfer, such Person does not have actual knowledge that the affidavit is
false.

                  4.  The Transferee has been advised of, and understands that a
tax will be imposed on a "pass-through entity" holding the Certificate if at any
time during the taxable year of the pass-through entity a Person that is a
Non-Permitted Transferee is the record holder of an interest in such entity. The
Transferee understands that such tax will not be imposed for any period with
respect to which the record holder furnishes to the pass-through entity an
affidavit that such record holder is a Permitted Transferee and the pass-through
entity does not have actual knowledge that such affidavit is false. (For this
purpose, a "pass-through entity" includes a regulated investment company, a real
estate investment trust or common trust fund, a partnership, trust or estate,
and certain cooperatives and, except as may be provided in Treasury Regulations,
persons holding interests in pass-through entities as a nominee for another
Person.)



                                      G-1


<PAGE>


                  5.   The Transferee has reviewed the provisions of Section
5.02(c) of the Agreement and understands the legal consequences of the
acquisition of an Ownership Interest in the Certificate including, without
limitation, the restrictions on subsequent Transfers and the provisions
regarding voiding the Transfer and mandatory sales. The Transferee expressly
agrees to be bound by and to abide by the provisions of Section 5.02(c) of the
Agreement and the restrictions noted on the face of the Certificate. The
Transferee understands and agrees that any breach of any of the representations
included herein shall render the Transfer to the Transferee contemplated hereby
null and void.

                  6.   The Transferee agrees to require a Transfer Affidavit
from any Person to whom the Transferee attempts to Transfer its Ownership
Interest in the Certificate, and in connection with any Transfer by a Person for
whom the Transferee is acting as nominee, trustee or agent, and the Transferee
will not Transfer its Ownership Interest or cause any Ownership Interest to be
Transferred to any Person that the Transferee knows is a Non-Permitted
Transferee. In connection with any such Transfer by the Transferee, the
Transferee agrees to deliver to the Trustee a certificate substantially in the
form set forth as Exhibit H to the Agreement (a "Transferor Certificate") to the
effect that, among other things, such Transferee has no actual knowledge that
the Person to which the Transfer is to be made is a Non-Permitted Transferee.

                  7.   The Transferee does not have the intention to impede the
                  assessment or collection of any tax legally required to be
paid with respect to
the Certificate. The Transferee has historically paid its debts as they have
come due and intends to pay its debts as they come due in the future. The
Transferee intends to pay all taxes due with respect to the Certificate as they
become due.

                  8.   The Transferee's taxpayer identification number is
__________.

                  9.   The Transferee is a U.S. Person as defined in Code
Section 7701(a)(30).

                  10.  The Transferee is aware that the Certificate may be a
"noneconomic residual interest" within the meaning of proposed Treasury
regulations promulgated pursuant to the Code and that the transferor of a
noneconomic residual interest will remain liable for any taxes due with respect
to the income on such residual interest, unless no significant purpose of the
transfer was to impede the assessment or collection of tax.

                  11.  The Transferee will not cause income from the Residual
Certificate to be attributable to a foreign permanent establishment or fixed
base, within the meaning of an applicable income tax treaty, of the Transferee
or any other person.

                  12.  Check the applicable paragraph:

                  The present value of the anticipated tax liabilities
associated with holding the Certificate, as applicable, does not exceed the sum
of:

                       (i)   the present value of any consideration given to the
                             Transferee to acquire such Certificate;


                                      G-2

<PAGE>


                       (ii)  the present value of the expected future
                             distributions on such Certificate; and

                       (iii) the present value of the anticipated tax savings
                             associated with holding such Certificate as the
                             related REMIC generates losses.

                  For purposes of this calculation, (i) the Transferee is
assumed to pay tax at the highest rate currently specified in Section 11(b) of
the Code (but the tax rate in Section 55(b)(1)(B) of the Code may be used in
lieu of the highest rate specified in Section 11(b) of the Code if the
Transferee has been subject to the alternative minimum tax under Section 55 of
the Code in the preceding two years and will compute its taxable income in the
current taxable year using the alternative minimum tax rate) and (ii) present
values are computed using a discount rate equal to the short-term Federal rate
prescribed by Section 1274(d) of the Code for the month of the transfer and the
compounding period used by the Transferee.

                  The transfer of the Certificate complies with U.S. Treasury
Regulations Sections 1.860E-1(c)(5) and (6) and, accordingly,

                       (i)   the Transferee is an "eligible corporation," as
                             defined in U.S. Treasury Regulations Section
                             1.860E-1(c)(6)(i), as to which income from the
                             Certificate will only be taxed in the United
                             States;

                       (ii)  at the time of the transfer, and at the close of
                             the Transferee's two fiscal years preceding the
                             year of the transfer, the Transferee had gross
                             assets for financial reporting purposes (excluding
                             any obligation of a person related to the
                             Transferee within the meaning of U.S. Treasury
                             Regulations Section 1.860E-1(c)(6)(ii)) in excess
                             of $100 million and net assets in excess of $10
                             million;

                       (iii) the Transferee will transfer the Certificate only
                             to another "eligible corporation," as defined in
                             U.S. Treasury Regulations Section
                             1.860E-1(c)(6)(i), in a transaction that satisfies
                             the requirements of Sections 1.860E-1(c)(4)(i),
                             (ii) and (iii) and Section 1.860E-1(c)(5) of the
                             U.S. Treasury Regulations; and

                       (iv)  the Transferee determined the consideration paid to
                             it to acquire the Certificate based on reasonable
                             market assumptions (including, but not limited to,
                             borrowing and investment rates, prepayment and loss
                             assumptions, expense and reinvestment assumptions,
                             tax rates and other factors specific to the
                             Transferee) that it has determined in good faith.

                             None of the above.


                                      G-3

<PAGE>


                  13.  The Transferee is not an employee benefit plan that is
subject to Title I of ERISA or a plan that is subject to Section 4975 of the
Code or a plan subject to any Federal, state or local law that is substantially
similar to Title I of ERISA or Section 4975 of the Code, and the Transferee is
not acting on behalf of or investing plan assets of such a plan.

                                      * * *













                                      G-4


<PAGE>


                  IN WITNESS WHEREOF, the Transferee has caused this instrument
to be executed on its behalf, pursuant to authority of its Board of Directors,
by its duly authorized officer and its corporate seal to be hereunto affixed,
duly attested, this ____ day of ______, 20__.


                                    -------------------------------------------
                                    Print Name of Transferee


                                     By:
                                        ---------------------------------------
                                        Name:
                                        Title:


[Corporate Seal]

ATTEST:


------------------------------
[Assistant] Secretary


                  Personally appeared before me the above-named __________,
known or proved to me to be the same person who executed the foregoing
instrument and to be the ___________ of the Transferee, and acknowledged that he
executed the same as his free act and deed and the free act and deed of the
Transferee.

                  Subscribed and sworn before me this ____ day of _______, 20__.




                                        ---------------------------------------
                                               NOTARY PUBLIC


                                       My Commission expires the __ day
                                       of _________, 20__

















                                      G-5

<PAGE>



                                    EXHIBIT H

                         FORM OF TRANSFEROR CERTIFICATE

                                                                __________, 20__


Morgan Stanley Dean Witter Capital I Inc.
1221 Avenue of the Americas
New York, New York  10036
Attention:  Michelle Wilke


Deutsche Bank National Trust Company,
as Trustee,
1761 East St. Andrew Place
Santa Ana, California  92705


                  Re:  Morgan Stanley Dean Witter Capital I Inc. Trust, Series
                       2003-NC3, Mortgage Pass-Through Certificates,
                       Series 2003-NC3, Class [___]
                       -------------------------------------------------------


Ladies and Gentlemen:


                  In connection with our disposition of the above Certificates
we certify that (a) we understand that the Certificates have not been registered
under the Securities Act of 1933, as amended (the "Act"), and are being disposed
by us in a transaction that is exempt from the registration requirements of the
Act, (b) we have not offered or sold any Certificates to, or solicited offers to
buy any Certificates from, any person, or otherwise approached or negotiated
with any person with respect thereto, in a manner that would be deemed, or taken
any other action which would result in, a violation of Section 5 of the Act and
(c) to the extent we are disposing of a Residual Certificate, (i) we have no
knowledge the Transferee is a Non-Permitted Transferee and (ii) after conducting
a reasonable investigation of the financial condition of the Transferee, we have
no knowledge and no reason to believe that the Transferee will not pay all taxes
with respect to the Residual Certificate as they become due and (iii) we have no
reason to believe that the statements made in paragraphs 7, 10 and 11 of the
Transferee's Residual Transfer Affidavit are false.


                                               Very truly yours,


                                               --------------------------------
                                               Print Name of Transferor


                                               By:
                                                  -----------------------------
                                                        Authorized Officer














                                      H-1


<PAGE>



                                    EXHIBIT I

                            FORM OF RULE 144A LETTER

                                                              ____________, 20__


Morgan Stanley Dean Witter Capital I Inc.
1221 Avenue of the Americas
New York, New York 10036
Attention:  Michelle Wilke


Deutsche Bank National Trust Company,
as Trustee,
1761 East St. Andrew Place
Santa Ana, California  92705


                  Re:  Morgan Stanley Dean Witter Capital I Inc. Trust, Series
                       2003-NC3, Mortgage Pass-Through Certificates, Series
                       2003-NC3, Class [___]
                       -------------------------------------------------------


Ladies and Gentlemen:


                  In connection with our acquisition of the above Certificates
we certify that (a) we understand that the Certificates are not being registered
under the Securities Act of 1933, as amended (the "Act"), or any state
securities laws and are being transferred to us in a transaction that is exempt
from the registration requirements of the Act and any such laws, (b) we have
such knowledge and experience in financial and business matters that we are
capable of evaluating the merits and risks of investments in the Certificates,
(c) we have had the opportunity to ask questions of and receive answers from the
Depositor concerning the purchase of the Certificates and all matters relating
thereto or any additional information deemed necessary to our decision to
purchase the Certificates, (d) either we are purchasing a Class A-1 Certificate,
Class A-2 Certificate, Class A-3 Certificate, Class M-1 Certificate, Class M-2
Certificate, Class M-3 Certificate, Class B-1 Certificate, Class B-2 Certificate
or Class B-3 Certificate or we are not an employee benefit plan that is subject
to the Employee Retirement Income Security Act of 1974, as amended, or a plan or
arrangement that is subject to Section 4975 of the Internal Revenue Code of
1986, as amended, nor are we acting on behalf of any such plan or arrangement
nor using the assets of any such plan or arrangement to effect such acquisition
or, with respect to a Class X Certificate, the purchaser is an insurance company
that is purchasing this certificate with funds contained in an "insurance
company general account" (as such term is defined in Section V(e) of Prohibited
Transaction Class Exemption 95-60 ("PTCE 95-60")) and that the purchase and
holding of such Certificates are covered under Sections I and III of PTCE 95-60,
(e) we have not, nor has anyone acting on our behalf offered, transferred,
pledged, sold or otherwise disposed of the Certificates, any interest in the
Certificates or any other similar security to, or solicited any offer to buy or
accept a transfer, pledge or other disposition of the Certificates, any interest
in the Certificates or any other similar security from, or otherwise approached
or negotiated with respect to the Certificates, any interest in the Certificates
or any other similar security with, any person in any manner, or made any
general solicitation by means of general advertising or in any other manner, or
taken any other action, that would constitute a distribution of the Certificates


                                      I-1

<PAGE>



under the Securities Act or that would render the disposition of the
Certificates a violation of Section 5 of the Securities Act or require
registration pursuant thereto, nor will act, nor has authorized or will
authorize any person to act, in such manner with respect to the Certificates,
and (f) we are a "qualified institutional buyer" as that term is defined in Rule
144A under the Securities Act and have completed either of the forms of
certification to that effect attached hereto as Annex 1 or Annex 2. We are aware
that the sale to us is being made in reliance on Rule 144A. We are acquiring the
Certificates for our own account or for resale pursuant to Rule 144A and
further, understand that such Certificates may be resold, pledged or transferred
only (i) to a person reasonably believed to be a qualified institutional buyer
that purchases for its own account or for the account of a qualified
institutional buyer to whom notice is given that the resale, pledge or transfer
is being made in reliance on Rule 144A, or (ii) pursuant to another exemption
from registration under the Securities Act.


























                                      I-2

<PAGE>



                                                            ANNEX 1 TO EXHIBIT I
                                                            --------------------

            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
            --------------------------------------------------------

          [For Transferees Other Than Registered Investment Companies]

                  The undersigned (the "Buyer") hereby certifies as follows to
the parties listed in the Rule 144A Transferee Certificate to which this
certification relates with respect to the Certificates described therein:

                  1.  As indicated below, the undersigned is the President,
Chief Financial Officer, Senior Vice President or other executive officer of the
Buyer.

                  2.  In connection with purchases by the Buyer, the Buyer is a
"qualified institutional buyer" as that term is defined in Rule 144A under the
Securities Act of 1933, as amended ("Rule 144A"), because (i) the Buyer owned
and/or invested on a discretionary basis $_________(1) in securities (except for
the excluded securities referred to below) as of the end of the Buyer's most
recent fiscal year (such amount being calculated in accordance with Rule 144A
and (ii) the Buyer satisfies the criteria in the category marked below.

                  ____     Corporation, etc. The Buyer is a corporation (other
                           than a bank, savings and loan association or similar
                           institution), Massachusetts or similar business
                           trust, partnership, or charitable organization
                           described in Section 501(c)(3) of the Internal
                           Revenue Code of 1986, as amended.

                  ____     Bank. The Buyer (a) is a national bank or banking
                           institution organized under the laws of any State,
                           territory or the District of Columbia, the business
                           of which is substantially confined to banking and is
                           supervised by the State or territorial banking
                           commission or similar official or is a foreign bank
                           or equivalent institution, and (b) has an audited net
                           worth of at least $25,000,000 as demonstrated in its
                           latest annual financial statements, a copy of which
                           is attached hereto.

                  ____     Savings and Loan. The Buyer (a) is a savings and loan
                           association, building and loan association,
                           cooperative bank, homestead association or similar
                           institution, which is supervised and examined by a
                           State or Federal authority having supervision over
                           any such institutions or is a foreign savings and
                           loan association or equivalent institution and (b)
                           has an audited net worth of at least $25,000,000 as
                           demonstrated in its latest annual financial
                           statements, a copy of which is attached hereto.

                  ____     Broker-dealer. The Buyer is a dealer registered
                           pursuant to Section 15 of the Securities Exchange Act
                           of 1934.

-----------------------
(1) Buyer must own and/or invest on a discretionary basis at least $100,000,000
in securities unless Buyer is a dealer, and, in that case, buyer must own and/or
invest on a discretionary basis at least $10,000,000 in securities.



                                      I-3

<PAGE>

                  ____     Insurance Company. The Buyer is an insurance company
                           whose primary and predominant business activity is
                           the writing of insurance or the reinsuring of risks
                           underwritten by insurance companies and which is
                           subject to supervision by the insurance commissioner
                           or a similar official or agency of a State, territory
                           or the District of Columbia.

                  ____     State or Local Plan. The Buyer is a plan established
                           and maintained by a State, its political
                           subdivisions, or any agency or instrumentality of the
                           State or its political subdivisions, for the benefit
                           of its employees.

                  ____     ERISA Plan. The Buyer is an employee benefit plan
                           within the meaning of Title I of the Employee
                           Retirement Income Security Act of 1974.

                  ____     Investment Advisor. The Buyer is an investment
                           advisor registered under the Investment Advisors Act
                           of 1940.

                  ____     Small Business Investment Company. Buyer is a small
                           business investment company licensed by the U.S.
                           Small Business Administration under Section 301(c) or
                           (d) of the Small Business Investment Act of 1958.

                  ____     Business Development Company. Buyer is a business
                           development company as defined in Section 202(a)(22)
                           of the Investment Advisors Act of 1940.

                  3.  The term "securities" as used herein does not include (i)
securities of issuers that are affiliated with the Buyer, (ii) securities that
are part of an unsold allotment to or subscription by the Buyer, if the Buyer is
a dealer, (iii) securities issued or guaranteed by the U.S. or any
instrumentality thereof, (iv) bank deposit notes and certificates of deposit,
(v) loan participations, (vi) repurchase agreements, (vii) securities owned but
subject to a repurchase agreement and (viii) currency, interest rate and
commodity swaps.

                  4.  For purposes of determining the aggregate amount of
securities owned and/or invested on a discretionary basis by the Buyer, the
Buyer used the cost of such securities to the Buyer and did not include any of
the securities referred to in the preceding paragraph, except (i) where the
Buyer reports its securities holdings in its financial statements on the basis
of their market value, and (ii) no current information with respect to the cost
of those securities has been published. If clause (ii) in the preceding sentence
applies, the securities may be valued at market. Further, in determining such
aggregate amount, the Buyer may have included securities owned by subsidiaries
of the Buyer, but only if such subsidiaries are consolidated with the Buyer in
its financial statements prepared in accordance with generally accepted
accounting principles and if the investments of such subsidiaries are managed
under the Buyer's direction. However, such securities were not included if the
Buyer is a majority-owned, consolidated subsidiary of another enterprise and the
Buyer is not itself a reporting company under the Securities Exchange Act of
1934, as amended.

                  5.  The Buyer acknowledges that it is familiar with Rule 144A
and understands that the seller to it and other parties related to the
Certificates are relying and will



                                      I-4

<PAGE>


continue to rely on the statements made herein because one or more sales to the
Buyer may be in reliance on Rule 144A.

                  6.  Until the date of purchase of the Rule 144A Securities,
the Buyer will notify each of the parties to which this certification is made of
any changes in the information and conclusions herein. Until such notice is
given, the Buyer's purchase of the Certificates will constitute a reaffirmation
of this certification as of the date of such purchase. In addition, if the Buyer
is a bank or savings and loan is provided above, the Buyer agrees that it will
furnish to such parties updated annual financial statements promptly after they
become available.


                                       ----------------------------------------
                                       Print Name of Transferor


                                       By:
                                          -------------------------------------
                                          Name:
                                          Title:


                                       Date:
                                            -----------------------------------


                                      I-5


<PAGE>



                                                            ANNEX 2 TO EXHIBIT I

            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

           [For Transferees That Are Registered Investment Companies]

                  The undersigned (the "Buyer") hereby certifies as follows to
the parties listed in the Rule 144A Transferee Certificate to which this
certification relates with respect to the Certificates described therein:

                  1.  As indicated below, the undersigned is the President,
Chief Financial Officer or Senior Vice President of the Buyer or, if the Buyer
is a "qualified institutional buyer" as that term is defined in Rule 144A under
the Securities Act of 1933, as amended ("Rule 144A"), because Buyer is part of a
Family of Investment Companies (as defined below), is such an officer of the
Adviser.

                  2.  In connection with purchases by Buyer, the Buyer is a
"qualified institutional buyer" as defined in SEC Rule 144A because (i) the
Buyer is an investment company registered under the Investment Company Act of
1940, as amended, and (ii) as marked below, the Buyer alone, or the Buyer's
Family of Investment Companies, owned at least $100,000,000 in securities (other
than the excluded securities referred to below) as of the end of the Buyer's
most recent fiscal year. For purposes of determining the amount of securities
owned by the Buyer or the Buyer's Family of Investment Companies, the cost of
such securities was used, except (i) where the Buyer or the Buyer's Family of
Investment Companies reports its securities holdings in its financial statements
on the basis of their market value, and (ii) no current information with respect
to the cost of those securities has been published. If clause (ii) in the
preceding sentence applies, the securities may be valued at market.

                  ____     The Buyer owned $       in securities (other than the
                           excluded securities referred to below) as of the end
                           of the Buyer's most recent fiscal year (such amount
                           being calculated in accordance with Rule 144A).

                  ____     The Buyer is part of a Family of Investment Companies
                           which owned in the aggregate $        in securities
                           (other than the excluded securities referred to
                           below) as of the end of the Buyer's most recent
                           fiscal year (such amount being calculated in
                           accordance with Rule 144A).

                  3.  The term "Family of Investment Companies" as used herein
means two or more registered investment companies (or series thereof) that have
the same investment adviser or investment advisers that are affiliated (by
virtue of being majority owned subsidiaries of the same parent or because one
investment adviser is a majority owned subsidiary of the other).

                  4.  The term "securities" as used herein does not include (i)
securities of issuers that are affiliated with the Buyer or are part of the
Buyer's Family of Investment Companies, (ii) securities issued or guaranteed by
the U.S. or any instrumentality thereof, (iii) bank deposit notes and
certificates of deposit, (iv) loan participations, (v) repurchase agreements,
(vi) securities owned but subject to a repurchase agreement and (vii) currency,
interest rate and commodity swaps.


                                      I-6


<PAGE>



                  5.  The Buyer is familiar with Rule 144A and understands that
the parties listed in the Rule 144A Transferee Certificate to which this
certification relates are relying and will continue to rely on the statements
made herein because one or more sales to the Buyer will be in reliance on Rule
144A. In addition, the Buyer will only purchase for the Buyer's own account.

                  6.  Until the date of purchase of the Certificates, the
undersigned will notify the parties listed in the Rule 144A Transferee
Certificate to which this certification relates of any changes in the
information and conclusions herein. Until such notice is given, the Buyer's
purchase of the Certificates will constitute a reaffirmation of this
certification by the undersigned as of the date of such purchase.


                                         --------------------------------------
                                         Print Name of Transferor


                                         By:
                                            -----------------------------------
                                            Name:
                                            Title:


                                         IF AN ADVISER:


                                         --------------------------------------
                                         Print Name of Buyer


                                         Date:
                                              ---------------------------------














                                      I-7

<PAGE>


                                    EXHIBIT J

                               REQUEST FOR RELEASE
                                  (for Trustee)


To:      [Trustee]


         Re:

                  In connection with the administration of the Mortgage Loans
held by you as the [Trustee] on behalf of the Certificateholders, we request the
release, and acknowledge receipt, of the (Custodial File/[specify documents])
for the Mortgage Loan described below, for the reason indicated.

Mortgagor's Name, Address & Zip Code:
-------------------------------------

Mortgage Loan Number:
---------------------

Send Custodial File to:
-----------------------

Reason for Requesting Documents (check one)
-------------------------------

____1.            Mortgage Loan Paid in Full. (The Company hereby certifies that
                  all amounts received in connection therewith have been
                  credited to the Collection Account as provided in the Pooling
                  and Servicing Agreement.)

____2.            Mortgage Loan Repurchase Pursuant to Subsection 2.03 of the
                  Pooling and Servicing Agreement. (The Company hereby certifies
                  that the repurchase price has been credited to the Collection
                  Account as provided in the Pooling and Servicing Agreement.)

____3.            Mortgage Loan Liquidated by _________________. (The Company
                  hereby certifies that all proceeds of foreclosure, insurance,
                  condemnation or other liquidation have been finally received
                  and credited to the Collection Account pursuant to the Pooling
                  and Servicing Agreement.)

____4.            Mortgage Loan in Foreclosure.

____5.            Other (explain).

                  If box 1, 2 or 3 above is checked, and if all or part of the
Custodial File was previously released to us, please release to us our previous
request and receipt on file with you, as well as any additional documents in
your possession relating to the specified Mortgage Loan.















                                      J-1


<PAGE>


                  If box 4 or 5 above is checked, upon our return of all of the
above documents to you as the Trustee, please acknowledge your receipt by
signing in the space indicated below, and returning this form.


                                    DEUTSCHE BANK NATIONAL TRUST COMPANY


                                    By:
                                       -----------------------------------------
                                       Name:
                                       Title:
                                       Date:












                                      J-2


<PAGE>



                                    EXHIBIT K

                         CONTENTS OF EACH MORTGAGE FILE

                  With respect to each Mortgage Loan, the Mortgage File shall
include each of the following items, which shall be available for inspection by
the Purchaser and which shall be retained by the Servicer or delivered to and
retained by the Trustee, as applicable:

                  (a)   The original Mortgage Note bearing all intervening
                        endorsements, showing a complete chain of endorsement
                        from the originator to the last endorsee endorsed "Pay
                        to the order of _________________without recourse" and
                        signed (which may be by facsimile signature) in the name
                        of the last endorsee by an authorized officer. To the
                        extent that there is no room on the face of the Mortgage
                        Notes for endorsements, the endorsement may be contained
                        on an allonge, if state law so allows and the Trustee is
                        so advised by the Responsible Party that state law so
                        allows.

                  (b)   The original of any guaranty executed in connection with
                        the Mortgage Note.

                  (c)   The original Mortgage, with evidence of recording
                        thereon or a certified true copy of such Mortgage
                        submitted for recording. If in connection with any
                        Mortgage Loan, the Responsible Party cannot deliver or
                        cause to be delivered the original Mortgage with
                        evidence of recording thereon on or prior to the Closing
                        Date because of a delay caused by the public recording
                        office where such Mortgage has been delivered for
                        recordation or because such Mortgage has been lost or
                        because such public recording office retains the
                        original recorded Mortgage, the Responsible Party shall
                        deliver or cause to be delivered to the Trustee, a
                        photocopy of such Mortgage, together with (i) in the
                        case of a delay caused by the public recording office,
                        an Officer's Certificate of the Responsible Party or a
                        certificate from an escrow company, a title company or
                        closing attorney stating that such Mortgage has been
                        dispatched to the appropriate public recording office
                        for recordation and that the original recorded Mortgage
                        or a copy of such Mortgage certified by such public
                        recording office to be a true and complete copy of the
                        original recorded Mortgage will be promptly delivered to
                        the Trustee upon receipt thereof by the Responsible
                        Party; or (ii) in the case of a Mortgage where a public
                        recording office retains the original recorded Mortgage
                        or in the case where a Mortgage is lost after
                        recordation in a public recording office, a copy of such
                        Mortgage certified by such public recording office to be
                        a true and complete copy of the original recorded
                        Mortgage.

                  (d)   The originals of all assumption, modification,
                        consolidation or extension agreements, with evidence of
                        recording thereon or a certified true copy of such
                        agreement submitted for recording.











                                      K-1


<PAGE>


                  (e)   The original Assignment of Mortgage for each Mortgage
                        Loan endorsed in blank.

                  (f)   Originals of all intervening assignments of mortgage (if
                        any) evidencing a complete chain of assignment from the
                        applicable originator to the last endorsee with evidence
                        of recording thereon or a certified true copy of such
                        intervening assignments of mortgage submitted for
                        recording, or if any such intervening assignment has not
                        been returned from the applicable recording office or
                        has been lost or if such public recording office retains
                        the original recorded assignments of mortgage, the
                        Responsible Party shall deliver or cause to be delivered
                        to the Trustee, a photocopy of such intervening
                        assignment, together with (i) in the case of a delay
                        caused by the public recording office, an Officer's
                        Certificate of the Responsible Party or a certificate
                        from an escrow company, a title company or a closing
                        attorney stating that such intervening assignment of
                        mortgage has been dispatched to the appropriate public
                        recording office for recordation and that such original
                        recorded intervening assignment of mortgage or a copy of
                        such intervening assignment of mortgage certified by the
                        appropriate public recording office to be a true and
                        complete copy of the original recorded intervening
                        assignment of mortgage will be promptly delivered to the
                        Trustee upon receipt thereof by the Responsible Party;
                        or (ii) in the case of an intervening assignment where a
                        public recording office retains the original recorded
                        intervening assignment or in the case where an
                        intervening assignment is lost after recordation in a
                        public recording office, a copy of such intervening
                        assignment certified by such public recording office to
                        be a true and complete copy of the original recorded
                        intervening assignment.

                  (g)   The original mortgagee title insurance policy or
                        attorney's opinion of title and abstract of title.

                  (h)   The original of any security agreement, chattel mortgage
                        or equivalent document executed in connection with the
                        Mortgage (if provided).

                  (i)   Residential loan application.

                  (j)   Mortgage Loan closing statement.

                  (k)   Verification of employment and income, if applicable.

                  (l)   Verification of acceptable evidence of source and amount
                        of downpayment.

                  (m)   Credit report on Mortgagor.

                  (n)   Residential appraisal report.

                  (o)   Photograph of the Mortgaged Property.


                                      K-2

<PAGE>


                  (p)   Survey of the Mortgaged Property.

                  (q)   Copy of each instrument necessary to complete
                        identification of any exception set forth in the
                        exception schedule in the title policy, i.e., map or
                        plat, restrictions, easements, sewer agreements, home
                        association declarations, etc.

                  (r)   All required disclosure statements.

                  (s)   If required in an appraisal, termite report, structural
                        engineer's report, water potability and septic
                        certification.

                  (t)   sales contract, if applicable.

                  Evidence of payment of taxes and insurance, insurance claim
files, correspondence, current and historical computerized data files (which
include records of tax receipts and payment history from the date of
origination), and all other processing, underwriting and closing papers and
records which are customarily contained in a mortgage loan file and which are
required to document the Mortgage Loan or to service the Mortgage Loan.














                                      K-3


<PAGE>



                                    EXHIBIT L

                           FORM OF CERTIFICATION TO BE
                             PROVIDED WITH FORM 10-K

                  Re:   Morgan Stanley Dean Witter Capital I Inc. Trust 2003-NC3
                        (the "Trust"), Mortgage Pass-Through Certificates,
                        Series 2003-NC3, Dean Witter Capital I Inc., as
                        depositor (the "Depositor"), Deutsche Bank National
                        Trust Company, as trustee (the "Trustee"), The Provident
                        Bank, as servicer (the "Servicer"), and NC Capital
                        Corporation, as responsible party
                        --------------------------------------------------------


I, [identify the certifying individual], certify that:

            1.    I have reviewed this annual report on Form 10-K (the "Annual
                  Report"), and all reports on Form 8-K containing distribution
                  reports (collectively with this Annual Report, the "Report")
                  filed in respect of periods included in the year covered by
                  this Annual Report, of the Trust;

            2.    Based on my knowledge, the information in the Reports, taken
                  as a whole, does not contain any untrue statement of a
                  material fact or omit to state a material fact necessary to
                  make the statements made, in light of the circumstances under
                  which such statements were made, not misleading as of the last
                  day of the period covered by this Annual Report;

            3.    Based on my knowledge, the distribution or servicing
                  information required to be provided to the Trustee by the
                  Servicer under the Pooling and Servicing Agreement, for
                  inclusion in the Reports is included in the Reports;

            4.    Based on my knowledge and upon the annual compliance statement
                  included in this Annual Report and required to be delivered to
                  the Trustee in accordance with the terms of the Pooling and
                  Servicing Agreement, and except as disclosed in the Reports,
                  the Servicer has fulfilled its obligations under the Pooling
                  and Servicing Agreement; and

            5.    The Reports disclose all significant deficiencies relating to
                  the Servicer's compliance with the minimum servicing standards
                  based upon the report provided by an independent public
                  accountant, after conducting a review in compliance with the
                  Uniform Single Attestation Program for Mortgage Bankers or
                  similar procedure, as set forth in the pooling and Servicing
                  Agreement, that is included in the Reports.

In giving the certifications above, I have reasonably relied on information
provided to me by the following unaffiliated parties: Trustee and the Servicer.

Date:
     ------------------------------------------

-----------------------------------------------
[Signature]
[Title]


                                      L-1




<PAGE>


                                    EXHIBIT M

                           FORM OF CERTIFICATION TO BE
                              PROVIDED TO DEPOSITOR

                  Re:   Morgan Stanley Dean Witter Capital I Inc. Trust
                        2003-NC3 (the "Trust"), Mortgage Pass-Through
                        Certificates, Series 2003-NC3, Dean Witter Capital I
                        Inc., as depositor (the "Depositor"), Deutsche Bank
                        National Trust Company, as trustee (the "Trustee"), The
                        Provident Bank, as servicer (the "Servicer"), and NC
                        Capital Corporation, as responsible party
                        --------------------------------------------------------

I, [identify the certifying individual], certify to the "Depositor" [and the
Trustee] [add for certifications signed by an officer of the Servicer], and
[its][their] [add for certifications signed by an officer of the Servicer]
officers, directors and affiliates, and with the knowledge and intent that they
will rely upon this certification, that:

            1.    [To be certified by the Trustee] [I have reviewed the annual
                  report on Form 10-K for the fiscal year [___], (the "Annual
                  Report"), and all reports on Form 8-K containing distribution
                  date reports filed in respect of periods included in the year
                  covered by the Annual Report (collectively with the Annual
                  Report, the "Report"), of the Trust;]

            2.    [To be certified by the Trustee] [To the best of my knowledge,
                  the information in the Reports, taken as a whole, does not
                  contain any untrue statement of a material fact or omit to
                  state a material fact necessary to make the statements made,
                  in light of the circumstances under which such statements were
                  made, not misleading as of the last day of the period covered
                  by the Annual Report;]

            3.    [To be certified by the Trustee] [To the best of my knowledge,
                  the distribution or servicing information required to be
                  provided to the Trustee by the Servicer under the Pooling and
                  Servicing Agreement for inclusion in the Reports is included
                  in the Reports;]

            4.    [To be certified by the Servicer] [I am responsible for
                  reviewing the activities performed by the Servicer under the
                  Pooling and Servicing Agreement and based upon my knowledge
                  and upon the annual compliance review required under the
                  Pooling and Servicing Agreement, and except as disclosed in
                  the annual compliance statement required to be delivered to
                  the Trustee in accordance with the terms of the Pooling and
                  Servicing Agreement (which has been so delivered to the
                  Trustee), the Servicer has fulfilled its obligations under the
                  Pooling and Servicing Agreement; and]

            5.    [To be certified by the Servicer] [All significant
                  deficiencies relating to the Servicer's compliance with the
                  minimum servicing standards for purposes of the report
                  provided by an independent public accountant, after conducting
                  a review conducted in compliance with the Uniform Single
                  Attestation Program for Mortgage Bankers or similar procedure,
                  as set forth in the Pooling and Servicing



                                      M-1


<PAGE>



                  Agreement, have been disclosed to such accountant and are
                  included in such reports.]

Date:
      ---------------------------------

---------------------------------------
[Signature]
[Title]























                                      M-2