<PAGE>

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




                   MORGAN STANLEY DEAN WITTER CAPITAL I INC.,

                                   Depositor,

                               THE PROVIDENT BANK,

                                    Servicer,

                             NC CAPITAL CORPORATION,

                               Responsible Party,

                                       and

                         U.S. BANK NATIONAL ASSOCIATION,

                                    Trustee,

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

                         POOLING AND SERVICING AGREEMENT

                            Dated as of March 1, 2002

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


            MORGAN STANLEY DEAN WITTER CAPITAL I INC. TRUST 2002-NC1

                       MORTGAGE PASS-THROUGH CERTIFICATES,
                                 SERIES 2002-NC1

--------------------------------------------------------------------------------
<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...............................................................31
Section 2.02     Acceptance by the Trustee of the Mortgage Loans............................................33
Section 2.03     Representations, Warranties and Covenants of the Responsible Party and the Servicer........34
Section 2.04     The Depositor and the Mortgage Loans.......................................................37
Section 2.05     Delivery of Opinion of Counsel in Connection with Substitution and Repurchase,
                     Non-Qualified Mortgages................................................................37
Section 2.06     Execution and Delivery of Certificates.....................................................37
Section 2.07     REMIC Matters..............................................................................38
Section 2.08     Representations and Warranties of the Depositor............................................38


                                                  ARTICLE III

                                          ADMINISTRATION AND SERVICING
                                               OF MORTGAGE LOANS

Section 3.01     Servicer to Service Mortgage Loans.........................................................39
Section 3.02     Subservicing Agreements Between the Servicer and Subservicers..............................41
Section 3.03     Successor Subservicers.....................................................................42
Section 3.04     Liability of the Servicer..................................................................42
Section 3.05     No Contractual Relationship Between Subservicers and the Trustee...........................42
Section 3.06     Assumption or Termination of Subservicing Agreements by Trustee............................43
Section 3.07     Collection of Certain Mortgage Loan Payments...............................................43
Section 3.08     Subservicing Accounts......................................................................46
Section 3.09     Collection of Taxes, Assessments and Similar Items; Escrow Accounts........................46
Section 3.10     Collection Account.........................................................................47
Section 3.11     Withdrawals from the Collection Account....................................................48
Section 3.12     Investment of Funds in the Collection Account..............................................49
Section 3.13     Maintenance of Hazard Insurance and Errors and Omissions and Fidelity Coverage.............50
Section 3.14     Enforcement of Due-On-Sale Clauses Assumption Agreements...................................52
</TABLE>


                                                      -i-
<PAGE>

<TABLE>
<CAPTION>
<S>              <C>                                                                                     <C>
Section 3.15     Realization Upon Defaulted Mortgage Loans..................................................53
Section 3.16     Release of Mortgage Files..................................................................54
Section 3.17     Title, Conservation and Disposition of REO Property........................................55
Section 3.18     Notification of Adjustments................................................................57
Section 3.19     Access to Certain Documentation and Information Regarding the Mortgage Loans...............57
Section 3.20     Documents, Records and Funds in Possession of the Servicer to be Held for the Trustee......57
Section 3.21     Servicing Compensation.....................................................................58
Section 3.22     Annual Statement as to Compliance..........................................................58
Section 3.23     Annual Independent Public Accountants' Servicing Statement; Financial Statements...........59
Section 3.24     Trustee to Act as Servicer.................................................................59
Section 3.25     Compensating Interest......................................................................60
Section 3.26     Credit Reporting; Gramm-Leach-Bliley Act...................................................60


                                                   ARTICLE IV

                                               DISTRIBUTIONS AND
                                            ADVANCES BY THE SERVICER

Section 4.01     Advances...................................................................................60
Section 4.02     Priorities of Distribution.................................................................61
Section 4.03     Monthly Statements to Certificateholders...................................................65
Section 4.04     Certain Matters Relating to the Determination of LIBOR.....................................67
Section 4.05     Allocation of Applied Realized Loss Amounts................................................68


                                                   ARTICLE V

                                                THE CERTIFICATES

Section 5.01     The Certificates...........................................................................68
Section 5.02     Certificate Register; Registration of Transfer and Exchange of Certificates................69
Section 5.03     Mutilated, Destroyed, Lost or Stolen Certificates..........................................74
Section 5.04     Persons Deemed Owners......................................................................74
Section 5.05     Access to List of Certificateholders' Names and Addresses..................................74
Section 5.06     Maintenance of Office or Agency............................................................75


                                                   ARTICLE VI

                                         THE DEPOSITOR AND THE SERVICER

Section 6.01     Respective Liabilities of the Depositor and the Servicer...................................75
Section 6.02     Merger or Consolidation of the Depositor or the Servicer...................................75
Section 6.03     Limitation on Liability of the Depositor, the Servicer and Others..........................76
</TABLE>


                                                     -ii-
<PAGE>

<TABLE>
<CAPTION>
<S>              <C>                                                                                     <C>
Section 6.04     Limitation on Resignation of the Servicer..................................................77
Section 6.05     Additional Indemnification by the Servicer; Third Party Claims.............................77


                                                  ARTICLE VII

                                                    DEFAULT

Section 7.01     Events of Default..........................................................................77
Section 7.02     Trustee to Act; Appointment of Successor...................................................79
Section 7.03     Notification to Certificateholders.........................................................80


                                                  ARTICLE VIII

                                             CONCERNING THE TRUSTEE

Section 8.01     Duties of the Trustee......................................................................80
Section 8.02     Certain Matters Affecting the Trustee......................................................81
Section 8.03     Trustee Not Liable for Certificates or Mortgage Loans......................................82
Section 8.04     Trustee May Own Certificates...............................................................83
Section 8.05     Trustee's Fees and Expenses................................................................83
Section 8.06     Eligibility Requirements for the Trustee...................................................84
Section 8.07     Resignation and Removal of the Trustee.....................................................84
Section 8.08     Successor Trustee..........................................................................85
Section 8.09     Merger or Consolidation of the Trustee.....................................................85
Section 8.10     Appointment of Co-Trustee or Separate Trustee..............................................86
Section 8.11     Tax Matters................................................................................87
Section 8.12     Periodic Filings...........................................................................89
Section 8.13     Tax Classification of the Excess Reserve Fund Account......................................90


                                                   ARTICLE IX

                                                  TERMINATION

Section 9.01     Termination upon Liquidation or Purchase of the Mortgage Loans.............................90
Section 9.02     Final Distribution on the Certificates.....................................................90
Section 9.03     Additional Termination Requirements........................................................92


                                                   ARTICLE X

                                            MISCELLANEOUS PROVISIONS

Section 10.01    Amendment..................................................................................92
Section 10.02    Recordation of Agreement; Counterparts.....................................................94
Section 10.03    Governing Law..............................................................................94
Section 10.04    Intention of Parties.......................................................................94
</TABLE>


                                                     -iii-
<PAGE>

<TABLE>
<CAPTION>
<S>              <C>                                                                                     <C>
Section 10.05    Notices....................................................................................95
Section 10.06    Severability of Provisions.................................................................96
Section 10.07    Assignment.................................................................................96
Section 10.08    Limitation on Rights of Certificateholders.................................................96
Section 10.09    Inspection and Audit Rights................................................................97
Section 10.10    Certificates Nonassessable and Fully Paid..................................................97
</TABLE>



                                                     -iv-



<PAGE>



SCHEDULES

Schedule I      Mortgage Loan Schedule

Schedule II     Representations and Warranties of the Servicer

Schedule III    Representations and Warranties 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-1 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 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


                                      -v-
<PAGE>

     THIS POOLING AND SERVICING AGREEMENT, dated as of March 1, 2002, 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 ("Responsible Party") and U.S. BANK NATIONAL ASSOCIATION, 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 two 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 Certificate, other than the Class P and Class R
Certificates, 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
9.01. 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. Class LT-A1, Class LT-A2, Class LT-M-1, Class LT-M-2 and Class LT-B-1 are
hereby designated the LT Accretion Directed Classes. The Class P Certificate
represents beneficial ownership of the Prepayment Charges, which portion of the
Trust Fund shall be treated as a grantor trust.

<TABLE>
<CAPTION>

        LOWER TIER           LOWER TIER INTEREST               INITIAL LOWER TIER               CORRESPONDING UPPER
     CLASS DESIGNATION               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-M-1                         (1)        1/2 initial Corresponding Upper Tier REMIC             M-1
                                                initial principal balance

Class LT-M-2                         (1)        1/2 initial Corresponding Upper Tier REMIC             M-2
                                                initial principal balance

Class LT-B-1                         (1)        1/2 initial Corresponding Upper Tier REMIC             B-1
                                                initial principal balance

Class LT-Accrual                     (1)        1/2 Pool Balance plus1/2Subordinated Amount

Class LT-R                           (2)                              (2)
</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.

                                        1
<PAGE>

(2)  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 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) and will be accrued and added
to the principal balance of the LT Accrual Class. On each Distribution Date, the
increase in the principal balance of the LT Accrual Class may not exceed
interest accruals for such Distribution Date for the LT Accrual Class. In the
event that: (i) 50% of the increase in the Subordinated Amount exceeds (ii)
interest accruals on the LT Accrual Class 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 LT Accrual Class
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 50% to the LT Accrual Class, and 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 LT Accrual Class (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 of the LT Accretion Directed Class is equal
to 50% of the principal balance of their Corresponding Class, and (ii) the LT
Accrual Class is equal to 50% of the aggregate principal balance of the Mortgage
Pool plus 50% of the Subordinated Amount.

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

   UPPER TIER         UPPER TIER      INITIAL UPPER TIER        CORRESPONDING
CLASS DESIGNATION    INTEREST RATE     PRINCIPAL AMOUNT          CERTIFICATE
-----------------    -------------     ----------------          -----------
Class A-1                (1)           $    286,626,000         Class A-1(6)
Class A-2                (2)           $    198,696,000         Class A-2(6)
Class M-1                (3)           $     35,552,000         Class M-1(6)
Class M-2                (3)           $     32,589,000         Class M-2(6)
Class B-1                (3)           $     28,145,000         Class B-1(6)
Class X                  (4)                         (5)        Class X(4)
Class UT-R               (5)                                    Class R

(1)  The Class A-1 Interests will bear interest during their initial Interest
     Accrual Period at 2.325% per annum. The Class A-1 Interests will bear
     interest during each Interest Accrual Period thereafter at a per annum rate
     equal to (a) on or prior to the Optional Termination Date, the least of (i)
     LIBOR plus 0.425%, (ii) 16%,

                                      -2-
<PAGE>

     (iii) the Loan Group I Cap and (iv) the WAC Cap or (b) after the Optional
     Termination Date, the least of (i) LIBOR plus 0.850%, (ii) 16%, (iii) the
     Loan Group I Cap and (iv) the WAC Cap.

(2)  The Class A-2 Interests will bear interest during their initial Interest
     Accrual Period at 2.250% per annum. The Class A-2 Interests will bear
     interest during each Interest Accrual Period thereafter at a per annum rate
     equal to (a) on or prior to the Optional Termination Date, the least of (i)
     LIBOR plus 0.350%, (ii) 16%, (iii) the Loan Group II Cap and (iv) the WAC
     Cap or (b) after the Optional Termination Date, the least of (i) LIBOR plus
     0.700%, (ii) 16%, (iii) the Loan Group II Cap and (iv) the WAC Cap.

(3)  The Class M-1, Class M-2 and Class B-1 Interests will bear interest during
     their initial Interest Accrual Period at 2.700%, 3.300% and 4.200%,
     respectively, per annum. The Class M-1, Class M-2 and Class B-1 Interests
     will bear interest during each Interest Accrual Period thereafter at a per
     annum rate equal to (a) on or prior to the Optional Termination Date, the
     least of (i) LIBOR plus 0.800%, 1.400% and 2.300%, respectively, (ii) 16%,
     and (iii) the WAC Cap or (b) after the Optional Termination Date, the least
     of (i) LIBOR plus 1.200%, 2.100% and 3.450%, respectively, (ii) 16%, and
     (iii) the WAC Cap.

(4)  The Class X Interest has an initial principal balance of $10,370,214, 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
     the LT Accrual Class 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.

(5)  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.

(6)  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 Certificateholder.

     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:

Book-Entry Certificates.............  All Classes of Certificates other than the
                                      Physical Certificates.

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

Subordinated Certificates...........  Class M-1, Class M-2 and Class B
                                      Certificates.

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


                                      -3-
<PAGE>

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

Floating Rate Certificates..........  Class A and Subordinated Certificates.

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 M-1, Class M-2, 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.



                                      -4-
<PAGE>

                                    ARTICLE I

                                   DEFINITIONS

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

         60+ Day Delinquent 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, all REO Property and each Mortgage Loan for which
the Mortgagor has filed for bankruptcy.

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

         Accrued Certificate Interest Distribution Amount: With respect to any
Distribution Date for each Class of Certificates (other than the Class X
Certificate), 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.

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

         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.

         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.

         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 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.


                                      -5-
<PAGE>

         Applied Realized Loss Amount: With respect to any Distribution Date,
the amount, if any, by which the aggregate Class Certificate Balance of the
Regular Certificates after distributions of principal on such Distribution Date
exceeds the aggregate Stated Principal Balance of the Mortgage Loans as of the
last day of the immediately preceding Due Period.

         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 prior
to the related Determination Date, together with any P&I Advances in respect
thereof; (ii) all Condemnation Proceeds, Insurance Proceeds and Liquidation
Proceeds during the related Prepayment Period (in each case, net of unreimbursed
expenses incurred in connection with a liquidation or foreclosure and
unreimbursed Servicing Advances, if any); (iii) all partial or full prepayments
on the Mortgage Loans received during the related Prepayment Period together
with all Compensating Interest thereon; and (iv) amounts received with respect
to such Distribution Date as the Substitution Adjustment Amount or purchase
price in respect of a Deleted Mortgage Loan or a Mortgage Loan repurchased by
the Responsible Party as of such Distribution Date; reduced by (y) amounts in
reimbursement for P&I Advances and Servicing Advances previously made with
respect to the Mortgage Loans and other amounts as to which the Servicer is
entitled to be 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 Regular
Certificates, as of any Distribution Date, the sum of (A) if on such
Distribution Date the Pass-Through Rate for any Class of Regular 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, up to 16% over (ii) the amount of interest payable on such
Class of Certificates at, with respect to the Class A-1 Certificates, the lesser
of (x) the Loan Group I Cap or (z) the WAC Cap, with respect to the Class A-2
Certificates, the lesser of (x) the Loan Group II 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

                                      -6-
<PAGE>

at a rate equal to the sum of LIBOR and the applicable Pass-Through Margin for
such Class of Certificates for such Distribution Date, up to 16%.

         Basis Risk Payment: For any Distribution Date, an amount equal to any
Basis Risk CarryForward Amount, provided, however, that with respect to any
Distribution Date, the payment cannot exceed the sum of the amounts otherwise
distributable on the Class X Certificates.

         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, New Jersey, Minnesota and Florida, (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.

         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.

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

         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.

                                      -7-
<PAGE>

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

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

         Class A Principal Allocation Percentage: For any Distribution Date is
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 that Distribution Date that is attributable to
the principal received or advanced on the Group I Mortgage Loans and the
denominator of which is (y) the Principal Remittance Amount for that
Distribution Date and; (B) with respect to the Class A-2 Certificates, the
numerator of which is (x) the portion of the Principal Remittance Amount for
that Distribution Date that is attributable to the principal received or
advanced on the Group II Mortgage Loans and the denominator of which is (y) the
Principal Remittance Amount for that 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) 64.00%, of the aggregate Stated Principal Balance of the Mortgage Loans as
of the last day of the related Due Period and (B) the Stated Principal Balances
of the Mortgage Loans as of the last day of the related Due Period minus
$2,959,891.

         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".

         Class B Certificates: All Certificates bearing the class designation of
"Class B 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
distribution of the Class A Principal Distribution Amount on such Distribution
Date), (B) the Class Certificate Balance of the Class M-1 Certificates (after
taking into account distribution of the Class M-1 Principal Distribution Amount
on such Distribution Date), (C) the Class Certificate Balance of the Class M-2
Certificates (after taking into account distribution of the Class M-2 Principal
Distribution Amount for such Distribution Date), and (D) the Class Certificate
Balance of the Class B-1 Certificates immediately prior to such Distribution
Date over (ii) the lesser of (A) 96.50% of the aggregate Stated Principal
Balance of the Mortgage Loans as of the last day of the related Due Period and
(B) the Stated Principal Balances of the Mortgage Loans as of the last day of
the related Due Period minus $2,959,891, provided, however, that with respect to
any Distribution Date on which the Class Certificate Balances of the Class A,
Class M-1 and Class M-2 Certificates have been reduced to zero, the Class B-1
Principal Distribution Amount is the lesser of (x) the Class Certificate Balance
of the Class B-1 Certificates and (y) the Principal Distribution Amount.

                                      -8-
<PAGE>

         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-2 Certificates: All Certificates bearing the class designation
of "Class M-2 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
distribution of the Class A Principal Distribution Amount on 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) 76.00%
of the aggregate Stated Principal Balance of the Mortgage Loans as of the last
day of the related Due Period and (B) the Stated Principal Balances of the
Mortgage Loans as of the last day of the related Due Period minus $2,959,891.

         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 on such Distribution
Date), (B) the Class Certificate Balance of the Class M-1 Certificates (after
taking into account distribution of the Class M-1 Principal Distribution Amount
on 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) 87.00% of the aggregate Stated Principal Balance of the Mortgage
Loans as of the last day of the related Due Period and (B) the Stated Principal
Balances of the Mortgage Loans as of the last day of the related Due Period
minus $2,959,891.

         Class X Distributable Amount: On any Distribution Date, the sum of (i)
the amount of interest that has accrued on the Class X Regular 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, and (ii) any portion of the principal balance of the Class X Regular
Interest which is distributable as a Subordination Reduction Amount, less any
amounts paid as a Basis Risk Payment.

         Closing Date: March 27, 2002.

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

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

         Compensating Interest: For any Distribution Date, the lesser of (a) the
Prepayment Interest Shortfall, if any, for the Distribution Date, and (b) the
amount of the Servicing Fee payable to the Servicer for such Distribution Date.

                                      -9-
<PAGE>

         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 Minnesota 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 180 East Fifth Street, St. Paul,
Minnesota 55101, Attn: Structured Finance/MSDW 2002-NC1, facsimile no. (651)
244-1797 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:

              LOWER TIER             UPPER TIER        CORRESPONDING
           CLASS DESIGNATION          INTEREST          CERTIFICATE
           -----------------          --------          -----------
              Class LT-A-1           Class A-1           Class A-1

              Class LT-A-2           Class A-2           Class A-2

              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 B-1           Class B-1

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

         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, 2002.

         Cut-off Date Pool Principal Balance: The aggregate Stated Principal
Balances of all Mortgage Loans as of the Cut-off Date.

         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, 2002 to the Depositor 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 Monthly 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

                                      -10-
<PAGE>

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; and (21) with respect to each Adjustable Rate Mortgage Loan, the
Periodic Mortgage Rate Cap. 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 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 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.

         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, or its successor 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.

                                      -11-
<PAGE>

         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 Business
Day immediately preceding such Remittance Date.

         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 "U.S. Bank National
Association in trust for registered holders of Morgan Stanley Dean Witter
Capital I Inc. Mortgage Pass-Through Certificates, Series 2002-NC1". 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 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 2002.

         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.

         Due Period: With respect to each Remittance Date, the period commencing
on the second day of the month preceding the month of the Remittance Date and
ending on the first day of the month of the Remittance Date.

         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

                                      -12-
<PAGE>

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") 97-34, 62 Fed. Reg. 39021 (1997), as amended by
PTE 2000-58, 65 Fed. Reg. 67,765 (2000) (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
"U.S. Bank National Association in trust for registered holders of Morgan
Stanley Dean Witter Capital I Inc. Trust 2002-NC1, Mortgage Pass-Through
Certificates, Series 2002-NC1". 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.

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

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

         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 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.

                                      -13-
<PAGE>

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

         FHLMC: 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.

         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, 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:

                                                           FINAL SCHEDULED
                                                          DISTRIBUTION DATE
                                                          -----------------

Class A-1 Certificates................................... February 25, 2032
Class A-2 Certificates................................... February 25, 2032
Class M-1 Certificates................................... February 25, 2032
Class M-2 Certificates................................... February 25, 2032
Class B-1 Certificates................................... February 25, 2032
Class X Certificates..................................... February 25, 2032
Class P Certificates..................................... February 25, 2032
Class R Certificates..................................... February 25, 2032

         Fitch: Fitch Ratings, 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 Ratings, One State
Street Plaza, New York, New York 10004, Attention: MBS Monitoring - Morgan
Stanley Dean Witter Capital I Inc. 2002-NC1, or such other address as Fitch may
hereafter furnish to the Depositor and the Servicer.

         Fixed Rate Mortgage Loan: A fixed rate Mortgage Loan purchased pursuant
to the Purchase Agreement.

         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.

                                      -14-
<PAGE>

         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 from the Distribution Date preceding the month of
the applicable Distribution Date (or in the case of the first Distribution Date,
the Closing Date) through the day before the applicable 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.

         Late Collections: With respect to any Mortgage Loan and any Due Period,
all amounts received subsequent to the Determination Date immediately following
such Due Period, whether as late payments of Monthly Payments or as Insurance
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 Servicer, 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.

                                      -15-
<PAGE>

         LIBOR Determination Date: With respect to any Interest Accrual Period
(other than the initial 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 Event: With respect to any Mortgage Loan, any of the
following events: (i) such Mortgage Loan is paid in full; (ii) a Final Recovery
Determination is made as to such Mortgage Loan; or (iii) such Mortgage Loan is
removed from coverage under this Agreement by reason of its being purchased,
sold or replaced pursuant to or as contemplated by this Agreement. With respect
to any REO Property, either of the following events: (i) a Final Recovery
Determination is made as to such REO Property; or (ii) such REO Property is
removed from coverage under this Agreement by reason of its being purchased
pursuant to this Agreement.

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

         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.

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

         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.

                                      -16-
<PAGE>

         Lower Tier Regular Interest: Each of the Class LT-A-1, Class LT-A-2,
Class LT-M-1, Class LT-M-2, Class LT-B-1 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 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 Mortgage Loan.

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

         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 Loans: 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
replaced or 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 Seller's 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 Monthly 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

                                      -17-
<PAGE>

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) a code indicating the mortgage
guaranty insurance company; (16) the Servicing Fee and (17) if such Mortgage
Loan is a Group I Mortgage Loan or a Group II Mortgage Loan.

         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 with respect to Adjustable Rate
Mortgage Loans.

         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.

         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(iii) (before giving
effect to distributions pursuant to such subsection).

         NCCC Purchase Agreements: The Mortgage Loan Purchase Agreement, dated
as of January 1, 2002, by and between the Responsible Party and the Purchaser,
Mortgage Loan Purchase Agreement, dated as of January 1, 2002, by and between
the Responsible Party and the Purchaser and the Mortgage Loan Purchase
Agreement, dated as of February 1, 2002, by and between the Responsible Party
and the Purchaser.

         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.

         NIMs Trust: Morgan Stanley Dean Witter Capital I Inc. NIM Trust
2002-NC1N, a Delaware business trust.

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

         Nonrecoverable 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, Liquidation Proceeds or otherwise. The determination by the
Servicer that it has made a Nonrecoverable Advance or that any proposed
Servicing Advances, if made, would constitute a Nonrecoverable Advance, shall be
evidenced by an Officers' Certificate delivered to the Trustee.

                                      -18-
<PAGE>

         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 or Liquidation Proceeds on such Mortgage Loan or REO Property
as provided herein.

         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 Opinion of Counsel relating to (a) qualification of
the Mortgage Loans in a 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 assets of
the Trust Fund decline to 10% or less of the Cut-off Date Pool Principal
Balance.

         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.

                                      -19-
<PAGE>

         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, 0.425%; Class
A-2 Certificates, 0.350%, Class M-1 Certificates, 0.800%; Class M-2
Certificates, 1.400%; and Class B-1 Certificates, 2.300%. On the first
Distribution Date after the Optional Termination Date, the Pass-Through Margins
shall increase to: Class A-1 Certificates, 0.850%, Class A-2 Certificates,
0.700%, Class M-1 Certificates, 1.200%, Class M-2 Certificates, 2.100% and Class
B-1 Certificates, 3.450%.

         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);

                                      -20-
<PAGE>

         (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;

         (vi) units of money market funds, including money market funds advised
     by the Depositor or the Trustee or an Affiliate thereof, that have been
     rated "Aaa" by Moody's, "AAA" by Standard & Poor's and, if rated by Fitch,
     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, (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 the REMIC hereunder 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 the Federal Home Loan Mortgage
Corporation, a majority of its board of directors is not selected by such
government unit.

                                      -21-
<PAGE>

     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 on the last day of the
related Due Period which were Outstanding Mortgage Loans on such day.

     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 that 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
penalty or premium thereon and which is not accompanied by an amount of interest
representing scheduled interest due on any date or dates in any month or months
subsequent to the month of prepayment.

     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 payment of principal on a Mortgage
Loan received or advanced by the Servicer during such Due Period (including the
portion of Insurance Proceeds or Condemnation Proceeds allocable to principal),
including 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 with respect to each Deleted
Mortgage Loan, the repurchase obligation for which

                                      -22-
<PAGE>

arose during the related Prepayment Period that was repurchased during the
period from the prior Distribution Date through the business day prior to the
current Distribution Date, (iv) the principal portion of any Substitution
Adjustment Amounts in connection with a substitution of a Mortgage Loan as of
such Distribution Date, and (v) 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.

     Prospectus Supplement: The Prospectus Supplement, dated March 20, 2002,
relating to the Offered Certificates.

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

     PUD: Planned Unit Development.

     Purchaser: Morgan Stanley Dean Witter Mortgage Capital Inc. as purchaser of
the Mortgage Loans under the NCCC Purchase Agreements.

     Qualified Insurer: A mortgage guaranty insurance company duly qualified as
such under the laws of the state of its principal place of business and each
state having jurisdiction over such insurer in connection with the insurance
policy issued by such insurer, duly authorized and licensed in such states to
transact a mortgage guaranty insurance business in such states and to write the
insurance provided by the insurance policy issued by it, approved as a FNMA- or
FHLMC-approved mortgage insurer or having a claims paying ability rating of at
least "AA" or equivalent rating by a nationally recognized statistical rating
organization. Any replacement insurer with respect to a Mortgage Loan must have
at least as high a claims paying ability rating as the insurer it replaces had
on the Closing Date.

     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.

     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.

                                      -23-
<PAGE>

     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.

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

     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: The Business Day immediately preceding each 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 3.17 by any
income from the REO Property treated as a recovery of principal).

     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 reasonably incurred by the Servicer or
the Trustee, as the case may be, in respect of a breach or defect, including,
without limitation, expenses arising out of the Servicer's or Trustee's, as the
case may be, enforcement of the Responsible Party's repurchase obligation, to
the extent not included in (iii).

     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 Trust Officer 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

                                      -24-
<PAGE>

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 and assigns, in its capacity as responsible party hereunder.

     Rule 144A Letter: As defined in Section 5.01(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.

     Scheduled Principal Balance: With respect to any Mortgage Loan: (a) as of
the Cut-off Date, the outstanding principal balance of such Mortgage Loan as of
such date, net of the principal portion of all unpaid Monthly Payments, if any,
due on or before such date; (b) as of any Due Date subsequent to the Cut-off
Date up to and including the Due Date in the calendar month in which a
Liquidation Event occurs with respect to such Mortgage Loan, the Scheduled
Principal Balance of such Mortgage Loan as of the Cut-off Date, minus the sum of
(i) the principal portion of each Monthly Payment due on or before such Due Date
but subsequent to the Cut-off Date, whether or not received, (ii) all Principal
Prepayments received before such Due Date but after the Cut-off Date, (iii) the
principal portion of all Liquidation Proceeds and Insurance Proceeds received
before such Due Date but after the Cut-off Date, net of any portion thereof that
represents principal due (without regard to any acceleration of payments under
the related Mortgage and Mortgage Note) on a Due Date occurring on or before the
date on which such proceeds were received and (iv) any reduction in the
principal balance of such Mortgage Loan incurred with respect thereto as a
result of a Deficient Valuation occurring before such Due Date, but only to the
extent such reduction in principal balance represents a reduction in the portion
of principal of such Mortgage Loan not yet due (without regard to any
acceleration of payments under the related Mortgage and Mortgage Note) as of the
date of such Deficient Valuation; and (c) as of any Due Date subsequent to the
occurrence of a Liquidation Event with respect to such Mortgage Loan, zero.

     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 as of the last day of the related
Due Period.

     Senior Specified Enhancement Percentage: As of any date of determination,
36.00%.

                                      -25-
<PAGE>

     Servicer: The Provident Bank, an Ohio banking corporation, and its
successors and assigns, in its capacity as servicer hereunder.

     Servicer Investment Account: As defined in section 3.12(a).

     Servicer Termination Test: With respect to any Distribution Date, the
Servicer Termination Test will be failed with respect to the Servicer if the
Cumulative Loss Percentage exceeds 6.70%.

     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 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 Section 3.01, Section 3.09,
Section 3.13 and Section 3.15 hereof. The Servicer shall not be required to make
any Nonrecoverable Advances.

     Servicing Fee: With respect to each Mortgage Loan and for any calendar
month, an amount equal to one month's interest (or in the event of any payment
of interest which accompanies a Principal Prepayment in full made by the
Mortgagor during such calendar month, interest for the number of days covered by
such payment of interest) at the Servicing Fee Rate on the same principal amount
on which interest on such Mortgage Loan accrues for such calendar month. Such
fee shall be payable monthly, and shall be pro rated for any portion of a month
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 and proceeds
received with respect to REO Properties, to the extent permitted by Section
3.11) of such Monthly 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 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 Delinquency Percentage: As to any Due Period (i) the aggregate
Principal Balance of the Mortgage Loans that are 60 or more days contractually
delinquent, in bankruptcy,

                                      -26-
<PAGE>

in foreclosure and REO Mortgage Loans over (ii) the aggregate Principal Balance
of the Mortgage Loans as of the last day of the related Due Period.

     60 Day+ Rolling Average: As to any Distribution Date, the average of the
applicable 60 Day Delinquency Percentage for each of the three (3) immediately
preceding Due Period.

     REO Mortgage Loan: A Mortgage Loan where title to the related Mortgaged
Property has been obtained by the Trustee or its nominee on behalf of the
Certificateholders.

     Specified Subordinated Amount: Prior to the Stepdown Date, an amount equal
to 1.75% of the Cut-off Date Pool Principal Balance, and on and after the
Stepdown Date, an amount equal to 3.50% of the aggregate Stated Principal
Balance of the Mortgage Loans as of the last day of the related Due Period,
subject 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 has occurred, 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 is no longer occurring.

     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,
New York, New York 10041, Attention: Residential Mortgage Surveillance Group -
Morgan Stanley Dean Witter Capital I Inc. 2002-NC1, 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, (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, to the extent actually received, minus
(ii) all amounts previously distributed to the Trustee with respect to the
related Mortgage Loan representing payments or recoveries of principal.

     Stepdown Date: The later to occur of (i) the earlier to occur of (a) the
Distribution Date in April 2005 and (b) the 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 on the last day of the related Due Period 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 as of the end
of the related Due Period over (b) the aggregate of the Class Certificate
Balances of the Class A and Subordinated

                                      -27-
<PAGE>

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, 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.

     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: The meaning ascribed to such term pursuant
to Section 2.03.

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

     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 collected or advanced on the Mortgage
Loans for Due Dates during the related Remittance Period (net of Expense Fees)
over (ii) the sum of the interest payable to the Classes of Floating Rate
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(b).

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

                                      -28-
<PAGE>

     Trigger Event: With respect to the Certificates and as of a Distribution
Date, exists if (i) after the Stepdown Date, the 60+ Day Rolling Average exceeds
the lesser of (x) before the date on which the aggregate Class Certificate
Balances of the Class A Certificates have been reduced to zero, 18% and (y) 40%
of the prior period's Senior Enhancement Percentage or (ii) the aggregate amount
of Realized Losses incurred since the Cut-off Date through the last day of the
related Due Period divided by the Cut-off Date Pool Principal Balance exceeds
the applicable percentages described below with respect to such Distribution
Date:

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

     DISTRIBUTION DATE OCCURRING IN       LOSS PERCENTAGE
     ------------------------------       ---------------
     -------------------------------------------------------------------------
     April 2005 through March 2006        4.00% for the first month, plus an
                                          additional 1/12th of 2.00% for each
                                          month thereafter (e.g. 5.00% in
                                          October 2005)

     -------------------------------------------------------------------------
     April 2006 through March 2007        6.00% for the first month, plus an
                                          additional 1/12th of 1.00% for each
                                          month thereafter (e.g. 6.50% in
                                          October 2006)

     -------------------------------------------------------------------------
     April 2007 through March 2008        7.00% for the first month, plus an
                                          additional 1/12th of 0.50% for each
                                          month thereafter (e.g. 7.25% in
                                          October 2007)

     -------------------------------------------------------------------------
     April 2008 and thereafter            7.50%
     -------------------------------------------------------------------------

         Trust Fund: The corpus of the trust created hereunder consisting of (i)
the Mortgage Loans and all interest and principal received on or with respect
thereto after the related Cut-off Date, other than such amounts which were due
on the Mortgage Loans on or before 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; and (iv) all proceeds of the
conversion, voluntary or involuntary, of any of the foregoing.

         Trustee: U.S. Bank National Association and its successors and, if a
successor trustee is appointed hereunder, such successor.

         Trustee Fee: As to each Mortgage Loan and any Distribution Date, an
amount equal to one month's interest at the related Trustee Fee Rate on the
Stated Principal Balance of such Mortgage Loan or, in the event of any payment
of interest which accompanies a Principal Prepayment in Full made by the
Mortgagor, interest at the Trustee Fee Rate on the Stated Principal Balance of
such Mortgage Loan for the period covered by such payment of interest.

         Trustee Fee Rate: With respect to each Mortgage Loan, 0.005% per annum.

         Trustee Investment Account: As defined in section 3.07(e).

                                      -29-
<PAGE>

         Unpaid Interest Amounts: As of any Distribution Date and any Class of
Certificates, the sum of (a) the excess of (i) the sum of the Accrued
Certificate Interest Distribution Amount for such Distribution Date and any
portion of such Accrued Certificate Interest Distribution Amount from prior
Distribution Dates remaining unpaid over (ii) the amount in respect of interest
on such Class of Certificates actually distributed on the preceding Distribution
Date and (b) 30 days' interest on such excess 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.

         U.S. Person: Shall mean (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 all 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.

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

         Upper Tier REMIC: As described in the Preliminary Statement.

         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 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.

                                      -30-
<PAGE>

                                   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 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 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;

                                      -31-
<PAGE>

         (iv) the originals of all assumption, modification, consolidation or
     extension agreements (if provided), with evidence of recording thereon or a
     certified true copy of such agreement submitted for recording;

         (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 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;

         (vii) the original mortgagee title insurance policy or attorney's
     opinion of title and abstract of title; 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 deliver 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 Responsible Party shall forward to the Trustee
additional original documents, additional documents evidencing an assumption,
modification, consolidation or extension of a Mortgage Loan approved by the
Responsible Party, in accordance with the terms of this Agreement. 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. No later
than thirty (30) Business Days following the later of the Closing Date and the
date of receipt by the Servicer of the recording information for a Mortgage, the
Servicer shall promptly submit or cause to be

                                      -32-
<PAGE>

submitted for recording, at no expense to the Trust Fund, the Trustee 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 shall not be required to be completed and
submitted for recording with respect to any Mortgage Loan if the Trustee and
each Rating Agency has 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 in any specific jurisdiction is not necessary to
protect the Trustee's interest in the related Mortgage Note. If the Assignment
of Mortgage is to be recorded, the Mortgage shall be assigned by the Responsible
Party, at the expense of the Responsible Party, to "U.S. Bank National
Association, as trustee under the Pooling and Servicing Agreement dated as of
March 1, 2002, Morgan Stanley Dean Witter Capital I Inc. Trust 2002-NC1." In the
event that any such assignment is lost or returned unrecorded because of a
defect therein, the Responsible Party shall promptly prepare a substitute
assignment to cure such defect and thereafter cause each such assignment to be
duly recorded.

         On or prior to the Closing Date, the Depositor shall deliver to the
Trustee a copy of the Data Tape Information in electronic, machine readable
medium in a form mutually acceptable to the Trustee.

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

         Section 2.02 Acceptance by the Trustee of the Mortgage Loans.

         The Trustee acknowledges receipt 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

                                      -33-
<PAGE>

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 acknowledges that it will maintain possession of the related
Mortgage Notes in the State of Minnesota, unless otherwise permitted by the
Rating Agencies.

         Prior to and as a condition to the Closing, the Trustee shall 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 required to be delivered to it are in its possession, and shall
deliver to the Depositor a Document Certification and Exception Report 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 required to be delivered to 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.

Section 2.03 Representations, Warranties and Covenants of the Responsible Party
and the Servicer.

         (a) The Servicer hereby makes the representations and warranties set
forth in Schedule II hereto to the Depositor and the Trustee, as of the Closing
Date.

         (b) NC Capital Corporation, in its capacity as Responsible Party,
hereby makes the representations and warranties set forth in Schedule III and
Schedule IV hereto, to the Depositor and the Trustee, as of the Closing Date.

         (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


                                      -34-
<PAGE>

discovery by any of the Responsible Party, the Depositor, the Trustee or 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 of that any Mortgage Loan does not conform to the
requirements as determined in the Trustee's review of the related Custodial File
or within 90 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, (i) if such 30 or 90 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) at the Depositor's
option, repurchase such Mortgage Loan at the Repurchase Price; provided,
however, that any such substitution pursuant to (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 K, and the Mortgage File for any such Substitute Mortgage Loan. In the
event that a breach shall involve any representation or warranty set forth in
Section 2.03(b) and Schedule IV, and such breach cannot be cured within 60 days
of the earlier of either discovery by or notice to the Responsible Party of such
breach, all of the Mortgage Loans shall, at the Depositor's option, be
repurchased by the Responsible Party at the Repurchase Price.

         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 monthly 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.

         The Servicer 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

                                      -35-
<PAGE>

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, or its designee, the Trustee's
interest in any Deleted Mortgage Loan substituted for pursuant to this Section
2.03.

         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 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 monthly 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 and Servicing
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.

         In addition to such repurchase obligation, the Responsible Party shall
indemnify the Depositor, any of its Affiliates, 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 Responsible Party of any
of its representations and warranties contained in the Purchase Agreement or
this Agreement.

         The Servicer shall amend the Mortgage Loan Schedule for the benefit of
the Certificateholders to reflect the removal of such Deleted Mortgage Loan and
the Servicer shall deliver the amended Mortgage Loan Schedule to the Trustee.

         In the event that the Responsible Party shall have repurchased a
Mortgage Loan, the Repurchase Price therefor shall be deposited 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, the
delivery of the Opinion of Counsel required by Section 2.05 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
under this Agreement of any Person to cure, repurchase or replace 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.

                                      -36-
<PAGE>

         The representations and warranties made pursuant to 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 following the transfer of the Mortgage
Loans to it by the Purchaser, the Depositor had good title to the Mortgage Loans
and the Mortgage Notes were subject to no offsets, defenses or counterclaims.

         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
Substitution and Repurchase, Non-Qualified Mortgages.

         (a) 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 the Trust Fund or contributions after the Startup Date, as
defined in Sections 860F(a)(2) and 860G(d) of the Code, respectively or (ii)
cause the Trust Fund to fail to qualify as a REMIC at any time that any
Certificates are outstanding.

         (b) Upon discovery by the Depositor, the Responsible Party, the
Servicer or the Trustee that any Mortgage Loan does not constitute a "qualified
mortgage" within the meaning of Section 860G(a)(3) of the Code, the party
discovering such fact shall promptly (and in any event within five (5) Business
Days of discovery) give written notice thereof to the other parties. In
connection therewith, the Trustee shall require the Responsible Party to
repurchase the affected Mortgage Loan within 90 days of such discovery in the
same manner as it would a Mortgage Loan for a breach of representation or
warranty made pursuant to Section 2.03. The Trustee shall reconvey to the
Responsible Party the Mortgage Loan to be released pursuant hereto in the same
manner, and on the same terms and conditions, as it would a Mortgage Loan
repurchased for breach of a representation or warranty contained in Section
2.03.

         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 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.

                                      -37-
<PAGE>

         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 February 25, 2032, 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 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;

                                      -38-
<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, 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 or to a custodian, as the case may be,
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

                                      -39-
<PAGE>

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

         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 3.15, the Trustee shall execute, at the
written request of the Servicer, and furnish to the Servicer and any Subservicer
such documents 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.

         (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 reductions resulting
from actual payments of principal) or change the final maturity date on such

                                      -40-
<PAGE>


Mortgage Loan 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 any 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, for the servicing and administration of the Mortgage Loans.

         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.

         (b) 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

                                      -41-
<PAGE>

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 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.

                                      -42-
<PAGE>

         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 a Event of Default), the
Trustee or its designee 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 prior to 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, 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, 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 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,

                                      -43-
<PAGE>

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.

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

         (ii) On each Distribution Date, the Trustee shall deposit the amount of
     any Basis Risk 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)(g), the lesser of the Class X Distributable
Amount (without regard to the reduction in the definition thereof with respect
to the Basis Risk CarryForward Amount) (to the extent remaining after the
distributions specified in Sections 4.02(a)(iii)(a)-(f)) and the Basis Risk
CarryForward Amount 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 Section
4.02(a)(iii)(h) hereof.

         (ii) The Trustee shall account for the Excess Reserve Fund Account as
     an outside reserve fund within the meaning of Treasury regulation
     1.860G-2(h) and not an asset of any REMIC created pursuant to this
     Agreement. The beneficial owner of the Excess Reserve Fund Account is the
     Class X Certificateholder. 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
     Certificateholder.

         (iii) Any Basis Risk CarryForward Amounts paid by the Trustee to the
     Floating Rate Certificateholders shall be accounted for by the Trustee as
     amounts paid first to the Holders of the Class X Certificate and then to
     the respective Class or Classes of Floating Rate Certificates. In addition,
     the Trustee shall account for the Floating Rate 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 Floating Rate Certificateholders.

         (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 Trustee shall, promptly upon receipt,
deposit in the Distribution Account and retain therein the following:

                                      -44-
<PAGE>

         (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 3.10 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. In no event shall
the Trustee incur liability for withdrawals from the Distribution Account at the
direction of the Servicer.

         (e) The Trustee may invest the funds in the Distribution Account (for
purposes of this Section 3.07 a "Trustee 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 date on which such funds are required
to be withdrawn from such account pursuant to this Agreement. All such Permitted
Investments shall be held to maturity, unless payable on demand. Any investment
of funds in a Trustee Investment Account shall be made in the name of the
Trustee. The Trustee shall be entitled to sole possession over each such
investment, and any certificate or other instrument evidencing any such
investment shall be delivered directly to the Trustee or its agent, together
with any document of transfer necessary to transfer title to such investment to
the Trustee. In the event amounts on deposit in a Trustee Investment Account are
at any time invested in a Permitted Investment payable on demand, 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 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 the Trustee Investment Account.

         (i) All income and gain realized from the investment of funds deposited
     in the Distribution Account held by or on behalf of the Trustee, shall be
     for the benefit of the Trustee and shall be subject to its withdrawal. In
     regard to the Distribution Account, the Trustee shall deposit in the
     Distribution Account the amount of any loss of principal incurred in
     respect of any such Permitted Investment made with funds in such account
     immediately upon realization of such loss.

                                      -45-
<PAGE>

         (ii) 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. The Trustee shall
     not be liable for the amount of any loss incurred in respect of any
     investment or lack of investment of funds held in the Distribution Account
     if made in accordance with this Section 3.07.

         (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 not later than 30 days and not more than 45 days 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 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 ensure that each of the Mortgage Loans shall be
covered by a paid-in-full, life-of-the-loan tax service contract with a provider
mutually acceptable to the Depositor and Servicer (each, a "Tax Service
Contract"). Each Tax Service Contract shall be assigned to the Trustee, or its
designee, 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

                                      -46-
<PAGE>

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.

         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;

                                      -47-
<PAGE>

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

         (iii) all Insurance Proceeds to the extent such Insurance 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.

         (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 Monthly Payments on Mortgage Loans with respect to which
     such P&I Advances were made in accordance with the provisions of Section
     4.01;

                                      -48-
<PAGE>

         (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, 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, with respect to each Mortgage Loan
     that has previously been purchased 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 purchase obligation under Section 2.03 of this Agreement that were
     included in the Repurchase Price of the Mortgage Loan, including any
     expenses arising out of the enforcement of the purchase obligation;

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

         (xi) 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 to the Depositor, on or
prior to the next succeeding Remittance Date, upon making any withdrawals from
the Collection Account pursuant to subclause (a)(vii) above.

         Section 3.12 Investment of Funds in the Collection Account.

         (a) The Servicer may invest the funds in the Collection Account (for
purposes of this Section 3.12, a "Servicer 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

                                      -49-
<PAGE>

Business Day immediately preceding the date on which such funds are required to
be withdrawn from such account pursuant to this Agreement. All such Permitted
Investments shall be held to maturity, unless payable on demand. Any investment
of funds in a Servicer Investment Account 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 held in the Collection Account and any income
and gain realized thereon) over each such investment, and any certificate or
other instrument evidencing any such investment shall be delivered directly to
the Servicer or its agent, together with any document of transfer necessary to
transfer title to such investment to the Servicer. In the event amounts on
deposit in a Servicer Investment Account are at any time invested in a Permitted
Investment payable on demand, the Servicer 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 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 the Servicer 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. In regard to the Collection Account, 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) 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 Servicer shall take such action as may be appropriate to enforce
such payment or performance, including the institution and prosecution of
appropriate proceedings. The Servicer shall not be liable for the amount of any
loss incurred in respect of any investment or lack of investment of funds held
in the Collection Account if made in accordance with this Section 3.12.

         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 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

                                      -50-
<PAGE>

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 purchaser of the Mortgage Loans, unless
the Servicer has

                                      -51-
<PAGE>

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 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, 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 Mortgage File and shall, for all purposes, be considered a part of

                                      -52-
<PAGE>

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 whatever. 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 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 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

                                      -53-
<PAGE>

Loan shall be applied as follows: first, to reimburse the Servicer or any
Subservicer 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 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. Upon receipt of such certification and request, 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

                                      -54-
<PAGE>

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 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 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.

                                      -55-
<PAGE>

         (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 one year after title has been taken to such REO Property, unless the
Servicer determines, and gives an appropriate notice to the Trustee to such
effect, that a longer period is necessary for the orderly liquidation of such
REO Property. If a period longer than one year is permitted under the foregoing
sentence and is necessary to sell any REO Property, the Servicer shall report
monthly to the Trustee as to the progress being made in selling such 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 which are in excess of the applicable Stated
Principal Balance 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 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 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
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 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

                                      -56-
<PAGE>

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 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 interest rate 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 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 the Servicer, the
Depositor, the Trustee or any Subservicer to observe any applicable law
prohibiting disclosure of information regarding the Mortgagors and the failure
of the Servicer, the Depositor, the Trustee or any Subservicer 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.

         Not later than fifteen days after each Distribution Date, the Servicer
shall forward to the Trustee a statement prepared by the Servicer setting forth
the status of the Collection Account as of the close of business on the last day
of the calendar month relating to such Distribution Date and showing, for the
period covered by such statement, the aggregate amount

                                      -57-
<PAGE>

of deposits into and withdrawals from the Collection Account of each category of
deposit specified in Section 3.10(a) and each category of withdrawal specified
in Section 3.11. Such statement may be in the form of the then current Fannie
Mae Monthly Accounting Report for its Guaranteed Mortgage Pass-Through Program
with appropriate additions and changes, and shall also include information as to
the aggregate of the outstanding principal balances of all of the Mortgage Loans
as of the last day of the calendar month immediately preceding such Distribution
Date. Copies of such statement shall be provided by the Trustee to any
Certificateholder and to any Person identified to the Trustee as a prospective
transferee of a Certificate, upon the request and at the expense of the
requesting party, provided such statement is delivered by the Servicer to the
Trustee.

         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, 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, as additional servicing compensation,
interest or other income earned on deposits therein.

         (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 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 August 15th of each calendar
year, commencing in 2002, an Officers' 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

                                      -58-
<PAGE>

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.

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

         Not later than August 15th of each calendar year commencing in 2002,
the Servicer, at its expense, shall cause a nationally recognized firm of
independent certified public 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.


         Section 3.24 Trustee to Act as Servicer.

         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 Servicer pursuant to Section 3.10 or any acts or
omissions of the predecessor Servicer hereunder), (ii) obligated to make
Advances if it is prohibited from doing so by applicable law, (iii) obligated to
effectuate repurchases or substitutions of Mortgage Loans hereunder, including
but not limited to repurchases or substitutions pursuant to Section 2.03, (iv)
responsible for expenses of the Servicer pursuant to Section 2.03 or (v) deemed
to have made any representations and warranties of the Servicer hereunder. Any
such assumption shall be subject to Section 7.02.

         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.

         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

                                      -59-
<PAGE>

thereby be relieved of any liability or obligations under the subservicing
agreement arising prior to the date of such succession.

         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 held by it and
otherwise use its best efforts to effect the orderly and efficient transfer of
the subservicing agreement to the assuming party.

         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 lesser of (a) the Prepayment Interest
Shortfall, if any, for such Remittance Date, and (b) the amount of the Servicing
Fee payable to the Servicer for such Remittance Date.

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

         (a) With respect to each Group I Mortgage Loan, the Servicer agrees to
accurately and fully report its borrower credit files to all three credit
repositories in a timely manner.


         (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 prior to the July 1, 2001 effective date and annually
thereafter.

                                   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 on the Due Date 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 last Business Day of the
immediately preceding calendar month, 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.

                                      -60-
<PAGE>

         (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 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 Advance. The determination by the Servicer that it has
made a Nonrecoverable P&I Advance or a Nonrecoverable Advance or that any
proposed P&I Advance or Servicing Advance, if made, would constitute a
Nonrecoverable P&I Advance or a Nonrecoverable Advance, respectively, shall be
evidenced by an Officers' 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 Certificates, the related Accrued Certificate
     Interest Distribution Amount and any Unpaid Interest Amounts for such
     Distribution Date, as described in Section 4.02(a), pro rata (based on the
     accrued and unpaid interest distributable under this clause 4.02(a)(i)(a)
     to such Classes of Certificates);

                                      -61-
<PAGE>


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

         (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, an amount equal to the Principal Distribution
Amount in the following order of priority:

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

         (b) sequentially to the Class M-1, Class M-2 and Class B-1
         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 an amount equal to, in the aggregate, the Principal
Distribution Amount in the following amounts and order of priority:

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

         (b) 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 to the Class M-1 Certificateholders, until the Class Certificate
     Balance thereof has been reduced to zero;

         (c) 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 to
     the Class M-2 Certificateholders, until the Class Certificate Balance
     thereof has been reduced to zero;

         (d) 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 B-1 Principal Distribution Amount to the

                                      -62-
<PAGE>

     Class B-1 Certificateholders, until the Class Certificate Balance thereof
     has been reduced to zero;

         (iii) any amount remaining after the distributions in clauses (i) and
(ii) above 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 B-1 Certificates, any Unpaid Interest
     Amounts for such Class;

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

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

         (h) from funds on deposit in the Excess Reserve Fund Account, an amount
     equal to any Basis Risk CarryForward Amount with respect to any Floating
     Rate Certificate for such Distribution Date to the Floating Rate
     Certificates in the same order and priority in which Accrued Certificate
     Interest is allocated among those Classes of Certificates;

         (i) to the holders of the Class X Certificates, the remainder of the
     Class X Distributable Amount not distributed pursuant to Sections
     4.02(a)(iii)(a)-(h); and

         (iv) to the holders of the Class R Certificates, any remaining amount.

     (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.

         Solely for purposes of this interest allocation calculation, the
portion of the interest component of Available Funds attributable to Group I
Mortgage Loans will be allocated:

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

                                      -63-
<PAGE>

         2. second, to the Class A-2 Certificates, the Accrued Certificate
Interest Distribution Amount and any Unpaid Interest Amounts for the Class A-2,
to the extent not otherwise previously paid from the interest component of
Available Funds attributable to Group II Mortgage Loans.

         Solely for purposes of this interest allocation calculation, the
portion of the interest component of Available Funds attributable to Group II
Mortgage Loans will be allocated:

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

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

         If on any Distribution Date, as a result of the foregoing allocation
rules, either 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.

     (c) All principal distributions to the holders of the Class A Certificates
on any distribution date will be allocated between the Class A-1 Certificates
and the Class A-2 Certificates on a pro rata basis based on the Class A
Principal Allocation Percentage for each of those Classes for that Distribution
Date; provided, however, that if the Class Certificate Balance of either of
Class A Certificates is reduced to zero, then the remaining amount of principal
distributions distributable to the Class A Certificates on that Distribution
Date, and the amount of principal distributions distributable on all subsequent
Distribution Dates will be distributed to the holders of the Classes of Class A
Certificates remaining outstanding on a pro rata basis on the Class Certificate
Balance for each of those Classes for that Distribution Date until their Class
Certificate Balances have been reduced to zero and if the Class Certificate
Balance of the Class A-2 Certificates are reduced to zero, then the remaining
amount of principal distributions distributable to the Class A Certificates on
that Distribution Date, and the amount of principal distributions distributable
on all subsequent Distribution Dates will be distributed to the holders of the
Classes of Class A Certificates remaining outstanding until its Class
Certificate Balance has 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.

     (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

                                      -64-
<PAGE>

         (2)   Second, pro rata, as a reduction of the Accrued Certificate
               Interest for the Class A, Class M and Class B-1 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 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 Advances included in the distribution on such
     Distribution Date and the aggregate amount of Advances reported by the
     servicer as outstanding as of the close of business on such Distribution
     Date;

         (ix) the number and aggregate Scheduled Principal Balances of Mortgage
     Loans (1) as to which the Scheduled Payment is delinquent 1 to 30 days, 31
     to 59 days, 60 to 89 days and 90 or more days, (2) as to which the
     Scheduled Payment is delinquent 31 to 60 days, 61 to 90 days and 91 or more
     days, (3) that have become REO Property, (4) that are in foreclosure and
     (5) that are in bankruptcy, in each case as of the close of business on the
     last Business Day of the immediately preceding month;

                                      -65-
<PAGE>

         (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;

         (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 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+ Delinquent 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; and

         (xvii) the Subordinated Amount and Required Subordinated Amount.

         (xviii) Prepayment Charges collected and paid by Servicer.

         (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
http:\\www.usbank.com/abs and assistance in using the website can be obtained by
calling the Trustee's Bondholder Communications desk at 1-800-934-6802. 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

                                      -66-
<PAGE>

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.

         (d) Not later than the fifth Business Day following the end of each
month, the Servicer shall furnish to the Trustee a monthly remittance advice
statement containing such information as shall be reasonably requested by 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 shall furnish to the Trustee an individual loan accounting
report, as of the last Business Day of each month, 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 penalties or premiums, 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 and assumption fees;

         (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 individual and aggregate Scheduled Principal Balances of the
     Mortgage Loans;

         (vi) the aggregate of any expenses reimbursed to the Servicer during
     the prior distribution period pursuant to Section 3.05; and

         (vii) the number and aggregate outstanding principal balances of
     Mortgage Loans (a) delinquent (1) 30 to 59 days, (2) 60 to 89 days, (3) 90
     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.

         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 Interest Determination Date. The Servicer initially
shall designate the Reference Banks. 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

                                      -67-
<PAGE>

Reference Bank should be unwilling or unable to act as such or if the Servicer
should terminate its appointment as Reference Bank, the Servicer shall promptly
appoint or cause to be appointed another Reference Bank. The Trustee shall have
no liability or responsibility to any Person for (i) the selection of any
Reference Bank for purposes 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 and
the Class P Certificates as follows: "U.S. Bank National Association, as
Indenture Trustee on behalf of the Noteholders of the Morgan Stanley Dean Witter
Capital I Inc. NIM Trust 2002-NC1N, and to deliver such Class X and Class P
Certificates to U.S. Bank National Association, as trustee of the NIMs 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 (i) such

                                      -68-
<PAGE>

Holder has so notified the Trustee at least five Business Days prior to the
related Record Date and (ii) such Holder shall hold (A) 100% of the Class
Certificate Balance of any Class of Certificates or (B) Certificates of any
Class with aggregate principal Denominations of not less than $1,000,000 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 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.

                                      -69-
<PAGE>

         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. Except
with respect to the transfer of the Class X and Class P Certificates to the NIMs
Trust on the Closing Date, in the event that a transfer of a Private 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 and 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 NIMs 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, 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 materially similar to the foregoing provisions of ERISA or the Code
("Similar Law"), nor a

                                      -70-
<PAGE>

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) if the
ERISA-Restricted Certificate is a Private Certificate or a Class P Certificate
that has been the subject of an ERISA-Qualifying Underwriting, 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 or Class P Certificate presented for registration
in the name of an employee benefit plan subject to 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, 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 acquiror's) acceptance of the
ERISA-Restricted Certificates. In the event that such representation is
violated, or any attempt 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, without such Opinion of
Counsel, such attempted transfer or acquisition shall be void and of no effect.

         The Class R Certificate may not be sold to any employee benefit plan
subject to Title I of ERISA, any plan subject to Section 4975 of the Code, or
any plan subject to any Similar Law or any person investing on behalf of or with
plan assets of such plan.

         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:

                                      -71-
<PAGE>

         (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.

         (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 not a 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 not a Permitted Transferee at the
     time it became a Holder or, at such subsequent time as it became other than
     a 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.

         (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 not a 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

                                      -72-
<PAGE>

Opinion of Counsel, which Opinion of Counsel shall not be an expense of the
Trust Fund, the Trustee, the Responsible Party or the Servicer, to the effect
that the elimination of such restrictions will not cause the Trust Fund
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 not a 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 not a Permitted Transferee to a Holder that is a Permitted
Transferee.

         (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, (y) the Depositor at its option advises
the Trustee in writing that it elects to terminate the book-entry system through
the Depository or (z) after the occurrence of an Event of Default, Certificate
Owners representing at least 51% of the Certificate Balance of the Book-Entry
Certificates together advise the Trustee and the Depository through the
Depository Participants in writing that the continuation of a book-entry system
through the Depository is no longer in the best interests of

                                      -73-
<PAGE>

the Certificate Owners, 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.

         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

                                      -74-
<PAGE>

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 City where Certificates may
be surrendered for registration of transfer or exchange. The Trustee initially
designates its offices for such purposes located at 100 Wall Street, Suite 2000,
New York, New York 10005. The Trustee will give prompt written notice to the
Certificateholders of any change in such location of any such office or agency.

                                   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 federal 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
FHLMC.

                                      -75-
<PAGE>

         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 or any such Person from any liability
which would otherwise be imposed by reasons of willful misfeasance, bad faith or
gross negligence 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 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 expense or liability; provided, however, that the Depositor
may in its discretion undertake any such action 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. 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 not be under any 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 for which the Depositor or the Trustee
will be liable as set forth in this Agreement, and

                                      -76-
<PAGE>

the Servicer shall be entitled to be reimbursed therefor from the Depositor or
the Trustee, as applicable, upon written demand.

         Section 6.04 Limitation on Resignation of the Servicer.

         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 any of its
representations and warranties referred to in Section 2.03(a) or the failure of
the Servicer to perform its duties and service the Mortgage Loans in strict
compliance with the terms of this Agreement. The Servicer immediately shall
notify the Depositor and the Trustee if a claim is made by a third party with
respect to this Agreement or the Mortgage Loans, assume (with the 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 Responsible Party, the Depositor 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 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) 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

                                      -77-
<PAGE>

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 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;

         (f) any failure by the Servicer of the Servicer Termination Test; or

         (g) 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

         (h) 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 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.

         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

                                      -78-
<PAGE>

Event of Default. 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.
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, out of Late Collections,
Liquidation Proceeds, Insurance Proceeds or out of any late collection of a
Scheduled Payment on a Mortgage Loan which was due prior to the notice
terminating such Servicer's rights and obligations as Servicer hereunder and
received after such notice, that portion thereof to which such Servicer would
have been entitled pursuant to Sections 3.11, and any other amounts payable to
such Servicer hereunder the entitlement to which arose prior to the termination
of its activities hereunder. Notwithstanding anything herein to the contrary,
the Servicer's right to recover any unreimbursed Servicing Advance or P&I
Advance shall be prior to any recovery of Servicing Advances or P&I Advances by
any successor servicer.

         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 or
Servicing Advances pursuant to Section 4.01. 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. 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 or if it is otherwise unable to so act, 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 FHLMC approved
seller/servicer in good

                                      -79-
<PAGE>

standing, which has a net worth of at least $30,000,000, 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 shall take such action, consistent
with this Agreement, as shall be necessary to effectuate any such succession.
Neither the Trustee nor any other successor 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.

         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 6.05.

         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 to 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 of Default 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

                                      -80-
<PAGE>

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.

         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 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;

                                      -81-
<PAGE>

         (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 so to do by 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);

         (h) 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

                                      -82-
<PAGE>

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 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. 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,

                                      -83-
<PAGE>

         (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.

         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 either 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,

                                      -84-
<PAGE>

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.

         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

                                      -85-
<PAGE>

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 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.

                                      -86-
<PAGE>

         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.

         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
any the REMIC 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 any 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, furnish to the Internal
Revenue Service, on Forms 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);

                                      -87-
<PAGE>

         (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 defined 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 not a 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 as a REMIC under the REMIC Provisions;


         (g) not knowingly or intentionally take any action or omit to take any
action that would cause the termination of the REMIC status of any 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 any 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 each 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 each 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 each REMIC created
hereunder, enter into settlement agreements with any governmental taxing agency,
extend any statute of limitations relating to any tax item of any REMIC created
hereunder, and otherwise act on behalf of the REMIC in relation to any tax
matter or controversy involving it.

                                      -88-
<PAGE>

         The Trustee shall treat the rights of the Class P Certificateholders to
Prepayment Charges 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. 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 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 any REMIC created
hereunder as defined in Section 860F(a)(2) of the Code, on the "net income from
foreclosure property" of such REMIC as defined in Section 860G(c) of the Code,
on any contribution to the 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 the 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 clauses (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.

         Pursuant to written instructions from the Depositor, the Trustee shall
prepare, execute and file all periodic reports required under the Securities
Exchange Act of 1934 in conformity with the terms of the relief granted to
issuers similar to the Trust Fund. In connection with the preparation and filing
of such periodic reports, the Depositor and the Servicer shall timely provide to
the Trustee all material information available to them which is required to be
included in such reports and not known to them to be in the possession of the
Trustee and such other information as the Trustee reasonably may request from
either of them and otherwise reasonably shall cooperate with 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 or willful misconduct.

                                      -89-
<PAGE>

         Section 8.13 Tax Classification of the Excess Reserve Fund Account

         For federal income tax purposes, the Trustee shall treat the Excess
Reserve Fund Account as an outside reserve fund, within the meaning of Treasury
Regulation (Section) 1.860-2(h), that is beneficially owned by the holder of the
Class X Certificate. The Trustee shall treat the rights that each Class of
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.
Accordingly, each Class of Certificates (excluding the Class X, Class P and
Class R Certificates) will comprise two components - an Upper Tier Regular
Interest and an interest in a cap contract. The Trustee shall allocate the issue
price for a Class of Certificates between two 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 by the Servicer of all
Mortgage Loans (and REO Properties) at the price equal to the sum of (i) 100% of
the Stated Principal Balance of each Mortgage Loan (other than in respect of REO
Property) plus one month's accrued interest thereon at the applicable Adjusted
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 and (y) the
Stated Principal Balance of each Mortgage Loan related to any REO Property, in
each case plus accrued and unpaid interest thereon at the applicable Adjusted
Net 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 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.

         The right to repurchase all Mortgage Loans and REO Properties pursuant
to clause (a) above shall be conditioned upon the aggregate Stated Principal
Balance of the Mortgage Loans, at the time of any such repurchase, aggregating
ten percent or less of the Cut-off Date Pool Principal Balance.

         Section 9.02 Final Distribution on the Certificates.

         If on any Determination 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

                                      -90-
<PAGE>

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 15th day and not later
than the 10th 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 Servicer 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, 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, 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 (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.

         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.

                                      -91-
<PAGE>

         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 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.

         (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 Regulation (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 clauses (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; and 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 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
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

                                      -92-
<PAGE>

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 with the consent of the
Holders of Certificates evidencing Percentage Interests aggregating not less
than 662/3% 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 (i),
without the consent of the Holders of Certificates of such Class 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 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 any REMIC or the Certificateholders or cause any REMIC
to fail to qualify as a REMIC at any time that any Certificates are outstanding.

         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
or any of its Affiliates or by the Responsible Party or any of its Affiliates
shall be deemed not to be outstanding (and shall not be considered when
determining the percentage of Certificateholders consenting or 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.

                                      -93-
<PAGE>

         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 its expense, 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 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

                                      -94-
<PAGE>

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 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. 1585 Broadway, New York, New York 10036,
Attention: Cecilia Tarrant, Esq., (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 Trust Office, U.S. Bank National
Association, 180 East Fifth Street, St. Paul, Minnesota 55101, Attention:
Structured Finance/MSDW 2002-NC1, 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.

                                      -95-
<PAGE>

         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.

         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 Depositor; provided,
however, that the Servicer may pledge its interest in any reimbursements for P&I
Advances or Servicing Advances hereunder.

         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.

         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

                                      -96-
<PAGE>

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 Certificate holders 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.

                                  * * * * * * *


                                      -97-
<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/ Cecilia Tarrant
                                           -----------------------------------
                                           Name:  Cecilia Tarrant
                                           Title: Vice President



                                        U.S. BANK NATIONAL ASSOCIATION,
                                          solely as Trustee and not in its
                                          individual capacity


                                        By: /s/ Shannon Rantz
                                           -----------------------------------
                                           Name:  Shannon Rantz
                                           Title: Assistant Vice President



                                        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/ Pat Flanagan
                                           -----------------------------------
                                           Name:  Pat Flanagan
                                           Title: CEO

<PAGE>

                                   SCHEDULE I

                             Mortgage Loan Schedule
                        [Delivered at Closing to Trustee]









                                     S-I-1


<PAGE>

                                   SCHEDULE II

                       Mortgage Pass-Through Certificates,
                                 Series 2002-NC1

                 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 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 the
     Servicer is not a party to, bound by, or in breach or violation of any
     indenture or other

                                     S-II-1
<PAGE>

     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 or
     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; and

         (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.




                                     S-II-2
<PAGE>
                                  SCHEDULE III

                       Mortgage Pass-Through Certificates,
                                 Series 2002-NC1

             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
and the Trustee, as of March 27, 2002 or date of origination of the Mortgage
Loan (as applicable). 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, 2002, 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 27, 2002;

         (2) Payments Current. All payments required to be made up to March 1,
     2002 for the Mortgage Loan under the terms of the Mortgage Note 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 Monthly 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 required by
     the policy, and its terms are reflected on the Mortgage Loan Schedule. No

                                     S-III-1
<PAGE>

     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
     thereunder, 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
     Flood Disaster Protection Act of 1973, 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. 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 Lien. The Mortgage is a valid, subsisting, enforceable
     and perfected first lien on the Mortgaged Property, including all buildings
     and improvements on the Mortgaged Property and all installations and
     mechanical, electrical, plumbing, heating and air conditioning systems
     located in or annexed to such buildings, and all

                                     S-III-3
<PAGE>

     additions, alterations and replacements made at any time with respect to
     the foregoing. The lien of the Mortgage is subject only to:

               (i) the lien of current real property taxes and assessments not
         yet due and payable;

               (ii) 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

               (iii) 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 maker thereof 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;

         (13) Ownership. Immediately prior to the transfer contemplated by the
     NCCC Purchase Agreements, 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

                                     S-III-4
<PAGE>

     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 NCCC Purchase Agreements 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 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 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

                                     S-III-5
<PAGE>

     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 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 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

                                     S-III-6
<PAGE>

     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 such as to render the rights and remedies of the
     holder thereof adequate for the realization against the Mortgaged Property
     of the benefits of the security provided thereby, 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. As of the Closing Date 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 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;

                                     S-III-7
<PAGE>

         (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
     Monthly 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;

         (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

                                     S-III-8
<PAGE>

     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 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

                                     S-III-9
<PAGE>

     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 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;

                                    S-III-10
<PAGE>


         (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 are classified as (a) "high cost" loans under the Home
     Ownership and Equity Protection Act of 1994 or (b) "high cost,"
     "threshold," or "predatory" loans under any other applicable state, federal
     or local law;

         (47) [Reserved]

         (48) [Reserved]

         (49) Conformance with Agency and Underwriting Standards. The Mortgage
     Loan was underwritten in accordance with the Underwriting Standards (as
     defined in the NCCC Purchase Agreements). The Mortgage 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) No Credit Insurance: No proceeds from any Mortgage Loan were used
     to acquire 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

                                    S-III-11
<PAGE>

     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 Seller 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.









                                    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
     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;

                                     S-IV-1
<PAGE>

(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, Class M-1 and Class M-2 Certificates while they
remain Private Certificates. 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.

Certificate No.                            :


                                      A-1
<PAGE>

Cut-off Date                               :                  March 1, 2002

First Distribution Date                    :                 April 25, 2002

Initial Certificate Balance of this
Certificate ("Denomination")               :                 $

Initial Certificate Balances of all
Certificates of this Class                 :                 $

CUSIP                                      :


                    MORGAN STANLEY DEAN WITTER CAPITAL I INC.

            Morgan Stanley Dean Witter Capital I Inc. Trust 2002-NC1
               Mortgage Pass-Through Certificates, Series 2002-NC1
                         [Class A-][Class M-][Class B-1]

         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 U.S. Bank National Association, 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-2
<PAGE>

                                      * * *












                                      A-3
<PAGE>


         IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.

Dated:

                                      U.S. BANK NATIONAL ASSOCIATION,
                                        not in its individual capacity,
                                        but solely as Trustee



                                      By
                                        --------------------------------

Countersigned:



By
  -------------------------------
  Authorized Signatory of
  U.S. BANK NATIONAL ASSOCIATION,
  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 2002-NC1
                       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 2002-NC1 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

                                      A-5
<PAGE>

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 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 EITHER (i) 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") OF
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 INVESTING ON BEHALF OF OR WITH PLAN
ASSETS OF SUCH A PLAN, OR (ii) IF SUCH TRANSFEREE IS AN INSURANCE COMPANY, A
REPRESENTATION LETTER THAT IT IS USING THE ASSETS OF ITS GENERAL ACCOUNT, AND
THAT THE PURCHASE AND HOLDING OF THIS CERTIFICATE ARE COVERED UNDER SECTIONS I
AND III OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 OR (iii) AN OPINION OF
COUNSEL SATISFACTORY TO THE TRUSTEE AND THE SERVICER, TO THE EFFECT THAT THE
PURCHASE OR HOLDING OF THIS 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.
NOTWITHSTANDING ANYTHING ELSE TO THE CONTRARY HEREIN, ANY PURPORTED TRANSFER OF
THIS CERTIFICATE TO OR ON BEHALF OF AN EMPLOYEE BENEFIT PLAN SUBJECT TO TITLE I
OF ERISA, SECTION 4975 OF THE CODE OR SIMILAR LAW WITHOUT THE REPRESENTATION
LETTER OR THE OPINION OF COUNSEL SATISFACTORY TO THE TRUSTEE AS DESCRIBED ABOVE
SHALL BE VOID AND OF NO EFFECT.

Certificate No.                       :                1

Cut-off Date                          :                 March 1, 2002

First Distribution Date               :                April 25, 2002

Percentage Interest of this
Certificate ("Denomination")          :                100%


                                      B-1
<PAGE>

CUSIP                                 :

                    MORGAN STANLEY DEAN WITTER CAPITAL I INC.

            Morgan Stanley Dean Witter Capital I Inc. Trust 2002-NC1
               Mortgage Pass-Through Certificates, Series 2002-NC1

                                     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 U.S. Bank National Association, 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 U.S. Bank
National Association, 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

                                      B-2
<PAGE>

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 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, Section 4975 of the Code
or 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 this Certificate with the assets of its general account and
that the purchase and holding of the certificate are covered under Sections I
and III of Prohibited Transaction Class Exemption 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 any materially
similar provisions of applicable Federal, state or local law ("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 this
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.

         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:

                                      U.S. BANK NATIONAL ASSOCIATION,
                                        not in its individual capacity,
                                        but solely as Trustee



                                      By
                                        -------------------------------

Countersigned:



By
  --------------------------------
  Authorized Signatory of
  U.S. BANK NATIONAL ASSOCIATION,
  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 2002-NC1
                       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 2002-NC1 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 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").

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 UNLESS THE
TRANSFEREE DELIVERS TO THE TRUSTEE A REPRESENTATION LETTER TO THE EFFECT THAT
SUCH TRANSFEREE IS AN EMPLOYEE BENEFIT PLAN SUBJECT TO 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, 2002

First Distribution Date                  :              April 25, 2002

Percentage Interest of this              :              100%
Certificate ("Denomination")

CUSIP                                    :

                    MORGAN STANLEY DEAN WITTER CAPITAL I INC.

            Morgan Stanley Dean Witter Capital I Inc. Trust 2002-NC1
               Mortgage Pass-Through Certificates, Series 2002-NC1

                                     Class R

         evidencing a percentage interest in the distributions allocable
         to the Certificates of the above-referenced Class.

                                      C-1
<PAGE>

         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 U.S. Bank National Association,
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 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

                                      C-2
<PAGE>

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 and (C) 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 not a 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:

                                      U.S. BANK NATIONAL ASSOCIATION,
                                        not in its individual capacity,
                                        but solely as Trustee



                                      By
                                        -------------------------------

Countersigned:



By
  -------------------------------
  Authorized Signatory of
  U.S. BANK NATIONAL ASSOCIATION,
  not in its individual capacity,
  but solely as Trustee




                                      C-4
<PAGE>

            Morgan Stanley Dean Witter Capital I Inc. Trust 2002-NC1
                       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 2002-NC1 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 IS 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").

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 THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR A PLAN SUBJECT
TO SECTION 4975 OF THE CODE, OR, IF THE TRANSFEREE IS AN INSURANCE COMPANY, A
REPRESENTATION LETTER THAT IT IS USING THE ASSETS OF ITS GENERAL ACCOUNT AND
THAT THE PURCHASE AND HOLDING OF THIS CERTIFICATE ARE COVERED UNDER SECTIONS I
AND III OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 OR AN OPINION OF COUNSEL
SATISFACTORY TO THE TRUSTEE AND THE SERVICER, TO THE EFFECT THAT THE PURCHASE OR
HOLDING OF THIS 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. 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 AS DESCRIBED ABOVE SHALL BE VOID AND OF NO
EFFECT.

Certificate No.                            :            1

Cut-off Date                               :             March 1, 2002

First Distribution Date                    :            April 25, 2002

Percentage Interest of this Certificate
("Denomination")                           :            100%



                                      D-1
<PAGE>

CUSIP                                      :

                    MORGAN STANLEY DEAN WITTER CAPITAL I INC.

            Morgan Stanley Dean Witter Capital I Inc. Trust 2002-NC1
               Mortgage Pass-Through Certificates, Series 2002-NC1

                                     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 U.S. Bank National Association, 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 U.S. Bank
National Association, 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 Certificate Balance or 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

                                      D-2
<PAGE>

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 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-3
<PAGE>

         IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.

Dated:

                                      U.S. BANK NATIONAL ASSOCIATION,
                                        not in its individual capacity,
                                        but solely as Trustee


                                      By
                                        -------------------------------

Countersigned:



By
  -------------------------------
  Authorized Signatory of
  U.S. BANK NATIONAL ASSOCIATION,
  not in its individual capacity,
  but solely as Trustee





                                      D-4
<PAGE>

                    MORGAN STANLEY DEAN WITTER CAPITAL I INC.
            Morgan Stanley Dean Witter Capital I Inc. Trust 2002-NC1
                       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 2002-NC1 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-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
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-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




                                      D-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.




                                      D-8
<PAGE>

                                    EXHIBIT E

                    FORM OF INITIAL CERTIFICATION OF TRUSTEE

                                     [date]

[Depositor]

[Servicer]

[Originator]

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

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

          Re:  Pooling and Servicing Agreement among Morgan Stanley Dean
               Witter Capital I Inc., as Depositor, The Provident Bank,
               as and Servicer, NC Capital Corporation, as Responsible Party,
               and U.S. Bank National Association, as Trustee, Morgan Stanley
               Dean Witter Capital I Inc. Trust, Series 2002-NC1


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.


                                      U.S. BANK NATIONAL ASSOCIATION,
                                        as Trustee

                                      By:
                                         ---------------------------------------

                                      Name:
                                           -------------------------------------

                                      Title:
                                            -----------------------------------






                                      E-2
<PAGE>

                                    EXHIBIT F

                         FORM OF DOCUMENT CERTIFICATION
                         AND EXCEPTION REPORT OF TRUSTEE

                                     [date]

[Depositor]

[Servicer]

[Originator]


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

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


         Re:   Pooling and Servicing Agreement among Morgan Stanley Dean
               Witter Capital I Inc., as Depositor, The Provident Bank,
               as and Servicer, NC Capital Corporation, as Responsible Party,
               and U.S Bank National Association, as Trustee, Morgan Stanley
               Dean Witter Capital I Inc. Trust, Series 2002-NC1,

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.


                                      U.S. BANK NATIONAL ASSOCIATION,
                                        as Trustee

                                      By:
                                         ---------------------------------------

                                      Name:
                                           -------------------------------------

                                      Title:
                                            -----------------------------------



                                      F-2
<PAGE>

                                    EXHIBIT G

                               TRANSFER AFFIDAVIT

            Morgan Stanley Dean Witter Capital I Inc. Trust 2002-NC1,
                       Mortgage Pass-Through Certificates,
                                 Series 2002-NC1


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 U.S. Bank National
Association, as Trustee. Capitalized terms used, but not defined herein or in
Exhibit 1 hereto, 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 not
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 not a 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 not a
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

                                      G-1
<PAGE>

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.)

         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 not a 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 such Transferee has no actual knowledge that the Person to which the
Transfer is to be made is not a 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.

         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 has computed any consideration paid to it to
acquire the Class [R][LR] Certificate in accordance with proposed U.S. Treasury
Regulations Sections 1.860E-1(a)(4)(iii) and 1.860E-1(c)(5) (or, after they have
been finalized, the final regulations) by computing present values using a
discount rate equal to the applicable Federal rate prescribed by Section 1274(d)
of the Code, compounded semi-annually.]

         [The Transferee has computed any consideration paid to it to acquire
the Class [R][LR] Certificate in accordance with proposed U.S. Treasury
Regulations Sections 1.860E-

----------------------------
*  Insert appropriate paragraph, if applicable.

                                      G-2
<PAGE>

1(a)(4)(iii) and 1.860E-1(c)(5) (or, after they have been finalized, the final
regulations) by computing present values using a discount rate at least equal to
the rate at which the Transferee regularly borrows, in the ordinary course of
its trade or business, substantial funds from unrelated third parties. The
Transferee has provided all information necessary to demonstrate to the
transferor that it regularly borrows at such rate.]

         [The transfer of the Class [R][LR] Certificate complies with Section 6
of Revenue Procedure 2001-12 (the "Revenue Procedure"), 2001-3 I.R.B. 335
(January 16, 2001) (or comparable provisions of applicable final U.S. Treasury
Regulations) and, accordingly,

         (i)   the Transferee is an "eligible corporation," as defined in
               Section 860L(a)(2) of the Code, as to which income from Class
               [R][LR] 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 Investor
               within the meaning of Section 860L(g) of the Code) in excess of
               $100 million and net assets in excess of $10 million;

         (iii) the Transferee will transfer the Class [R][LR] Certificate only
               to another "eligible corporation," as defined in Section
               860(a)(2) of the Code, in a transaction that satisfies the
               requirements of Section 4 of the Revenue Procedure; and

         (iv)  the Transferee determined the consideration paid to it to acquire
               the Class [R][LR] 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.]

         [Reserved]

         12. (i)______[Class A, Class M, Class B. The Transferee qualifies as an
accredited investor as defined in Rule 501(a)(1) of Regulation D of the
Securities Act.]

         (ii) [Class P, Class X. The Transferee either (i) is not an employee
benefit plan which is subject to ERISA or a plan which is subject to Section
4975 of the Code, or a plan subject to any federal, state or local law that is
substantially similar to Section 406 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 or (ii) is an insurance company using the assets of its general account
(within the meaning of PTCE 95-60) to effect such purpose and is eligible for
and satisfies all of the conditions set forth in Sections I and III of PTCE
95-60 or (iii) the purchase or holding of this 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.]

                                      G-3
<PAGE>

         (iii) [Class R. The Transferee is not an employee benefit plan that is
subject to 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
Section 406 of ERISA, 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.
1585 Broadway
New York, New York 10036
Attention:  Cecilia Tarrant

U.S. Bank National Association,
as Trustee,
U.S. Bank Trust Center
180 E. Fifth Street, Mezzanine Level
St. Paul, MN  55101

          Re:  Morgan Stanley Dean Witter Capital I Inc. Trust,
               Series  2002-NC1, Mortgage Pass-Through Certificates,
               Series 2002-NC1, 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, we have no knowledge
the Transferee is not a Permitted Transferee.


                                          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.
1585 Broadway
New York, New York 10036
Attention:  Cecilia Tarrant

U.S. Bank National Association,
as Trustee,
U.S. Bank Trust Center
180 E. Fifth Street, Mezzanine Level
St. Paul, MN  55101

          Re:  Morgan Stanley Dean Witter Capital I Inc. Trust,
               Series 2002-NC1, Mortgage Pass-Through Certificates,
               Series 2002-NC1, 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 M-1 Certificate, Class M-2 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

                                      I-1
<PAGE>

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 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, (f) to the extent that the Certificate transferred
is a Class X Certificate, we are a bankruptcy-remote entity and (g) 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.


----------------
(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>


         ____  Broker-dealer. The Buyer is a dealer registered pursuant to
               Section 15 of the Securities Exchange Act of 1934.

         ____  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.

                                      I-4
<PAGE>

         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 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

                                      I-6
<PAGE>

agreements, (vi) securities owned but subject to a repurchase agreement and
(vii) currency, interest rate and commodity swaps.

         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:  [Address]

     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.


                                     THE PROVIDENT BANK


                                     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.



                                      K-2
<PAGE>


         (o)   Photograph of the Mortgaged Property.

         (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