Common use of AND CERTAIN OTHER ASSETS Clause in Contracts

AND CERTAIN OTHER ASSETS. Certificate No: A-1-[__] A-2-[__] A-3-[__] A-4-[__] A-5-[__] M-1-[__] M-2-[__] M-3-[__] B-1-[__] B-2-[__] B-3-[__] Cut-off Date: August 1, 2004 First Distribution Date: September 27, 2004 Initial Certificate Balance of this Certificate ("Denomination"): $[____________________] Initial Certificate [A-1] [$565,874,000] Balances of all [A-2] [$200,000,000] Certificates of this Class: [A-3] [$155,750,000] [A-4] [$59,253,000] [A-5] [$63,200,000] [M-1] [$91,643,000] [M-2] [$68,732,000] [M-3] [$22,911,000] [B-1] [$19,638,000] [B-2] [$16,365,000] [B-3] [$19,638,000] MORGAN STANLEY ABS CAPITAL I INC. Morgan Stanley ABS Capxxxx X Xxx. Xxust 2004-WMC2 Mortgage Xxxx-Txxxxxx Certificates, Series 2004-WMC2 [Class A-][Class M-][Class B] evidencing a percentage interest in the distributions allocable to the Certificates of the above-referenced Class. Principal in respect of this Certificate is distributable monthly as set forth herein. Accordingly, the Certificate Balance at any time may be less than the Certificate Balance as set forth herein. This Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor, the Responsible Party, the Servicer or the Trustee referred to below or any of their respective affiliates. Neither this Certificate nor the Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality. This certifies that CEDE & CO. is the registered owner of the Percentage Interest evidenced by this Certificate (obtained by dividing the denomination of this Certificate by the aggregate of the denominations of all Certificates of the Class to which this Certificate belongs) in certain monthly distributions pursuant to a Pooling and Servicing Agreement dated as of the Cut-off Date specified above (the "Agreement") among Morgan Stanley ABS Capital I Inc., as depositor (the "Depositor"), HomEx Xxxxixxxx Xxrporation, as servicer (the "Servicer"), WMC Mortgage Corp., as responsible party (the "Responsible Party"), and Deutsche Bank National Trust Company, as trustee (the "Trustee"). To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. This Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually authenticated by an authorized signatory of the Trustee.

AND CERTAIN OTHER ASSETS. Certificate No: A-1-[__[ ] A-2-[__] A-3-[__] A-4-[__] A-5-[__[ ] M-1-[__[ ] M-2-[__[ ] M-3-[__[ ] B-1-[__[ ] B-2-[__[ ] B-3-[__[ ] Cut-off Date: August June 1, 2004 2003 First Distribution Date: September 27July 25, 2004 2003 Initial Certificate Balance of this Certificate ("Denomination"): $[____________________[ ] Initial Certificate [A-1] [$565,874,000454,648,000] Balances of all [A-2] [$200,000,000$ 188,828,000] Certificates of this Class: [A-3] [$155,750,000] [A-4] [$59,253,000] [A-5] [$63,200,000] [M-1] [$91,643,00047,665,000] Class: [M-2] [$68,732,00041,310,000] [M-3] [$22,911,00013,902,000] [B-1] [$19,638,00010,725,000] [B-2] [$16,365,000$ 7,150,000] [B-3] [$19,638,00014,299,000] MORGAN STANLEY XXXXXX XXXXXXX ABS CAPITAL I INC. Morgan Stanley Xxxxxx Xxxxxxx ABS Capxxxx X Xxx. Xxust 2004Capital I Inc. Trust 2003-WMC2 NC6 Mortgage XxxxPass-Txxxxxx Through Certificates, Series 20042003-WMC2 NC6 [Class A-][Class M-][Class B] evidencing a percentage interest in the distributions allocable to the Certificates of the above-referenced Class. Principal in respect of this Certificate is distributable monthly as set forth herein. Accordingly, the Certificate Balance at any time may be less than the Certificate Balance as set forth herein. This Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor, the Responsible Party, the Servicer or the Trustee referred to below or any of their respective affiliates. Neither this Certificate nor the Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality. This certifies that CEDE & CO. is the registered owner of the Percentage Interest evidenced by this Certificate (obtained by dividing the denomination of this Certificate by the aggregate of the denominations of all Certificates of the Class to which this Certificate belongs) in certain monthly distributions pursuant to a Pooling and Servicing Agreement dated as of the Cut-off Date specified above (the "Agreement") among Morgan Stanley Xxxxxx Xxxxxxx ABS Capital I Inc., as depositor (the "Depositor"), HomEx Xxxxixxxx XxrporationHomEq Servicing Corporation, as servicer (the "Servicer"), WMC Mortgage Corp.NC Capital Corporation, as responsible party (the "Responsible Party"), and Deutsche Bank National Trust Company, as trustee (the "Trustee"). To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. This Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually authenticated countersigned by an authorized signatory of the Trustee.. * * *

AND CERTAIN OTHER ASSETS. Certificate No: A-1-[__] A-2-[__] A-3-[__] A-4-[__] A-5-[__] M-1-[__] M-2-[__] M-3-[__] B-1-[__] B-2-[__] B-3-[__] Cut-off Date: August July 1, 2004 First Distribution Date: September 27August 25, 2004 Initial Certificate Balance $[ ] of this Certificate ("Denomination"): $[____________________] Initial Certificate [A-1] [$565,874,000341,652,000] Balances of all [A-2] [$200,000,000100,000,000] Certificates of this Class: [A-3] [$155,750,000117,000,000] [A-4] [$59,253,000] [A-5] [$63,200,00037,390,000] [M-1] [$91,643,00049,701,000] [M-2] [$68,732,00042,974,000] [M-3] [$22,911,00011,211,000] [B-1] [$19,638,00011,211,000] [B-2] [$16,365,00011,211,000] [B-3] [$19,638,0009,342,000] MORGAN STANLEY ABS CAPITAL I INC. Morgan Stanley ABS Capxxxx X Xxx. Xxust 2004-WMC2 WMC1 Mortgage Xxxx-Txxxxxx Certificates, Series 2004-WMC2 WMC1 [Class A-][Class M-][Class B] evidencing a percentage interest in the distributions allocable to the Certificates of the above-referenced Class. Principal in respect of this Certificate is distributable monthly as set forth herein. Accordingly, the Certificate Balance at any time may be less than the Certificate Balance as set forth herein. This Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor, the Responsible Party, the Servicer or the Trustee referred to below or any of their respective affiliates. Neither this Certificate nor the Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality. This certifies that CEDE & CO. is the registered owner of the Percentage Interest evidenced by this Certificate (obtained by dividing the denomination of this Certificate by the aggregate of the denominations of all Certificates of the Class to which this Certificate belongs) in certain monthly distributions pursuant to a Pooling and Servicing Agreement dated as of the Cut-off Date specified above (the "Agreement") among Morgan Stanley ABS Capital I Inc., as depositor (the "Depositor"), HomEx Xxxxixxxx Xxrporation, as servicer (the "Servicer"), WMC Mortgage Corp., as responsible party (the "Responsible Party"), and Deutsche Bank National Trust Company, as trustee (the "Trustee"). To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. This Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually authenticated by an authorized signatory of the Trustee.

AND CERTAIN OTHER ASSETS. Certificate No: A-1-[__[ ] A-2-[__[ ] A-3-[__[ ] A-4-[__] A-5-[__[ ] M-1-[__[ ] M-2-[__[ ] M-3-[__[ ] B-1-[__[ ] B-2-[__[ ] B-3-[__[ ] Cut-off Date: August January 1, 2004 First Distribution Date: September 27February 25, 2004 Initial Certificate Balance of this Certificate ("Denomination"): $[____________________[ ] Initial Certificate [A-1] [$565,874,000737,480,000] Balances of all [A-2] [$200,000,000300,000,000] Certificates of this Class: [A-3] [$155,750,000111,000,000] Class: [A-4] [$59,253,000] [A-5] [$63,200,00041,208,000] [M-1] [$91,643,00091,964,000] [M-2] [$68,732,00072,987,000] [M-3] [$22,911,00021,895,000] [B-1] [$19,638,00018,247,000] [B-2] [$16,365,00018,247,000] [B-3] [$19,638,00018,247,000] MORGAN STANLEY ABS CAPITAL I INC. Morgan Stanley ABS Capxxxx X Xxx. Xxust 2004Capital I Inc. Xxxxx 2000-WMC2 XX0 Mortgage XxxxPass-Txxxxxx Through Certificates, Series 2004-WMC2 NC1 [Class A-][Class M-][Class B] evidencing a percentage interest in the distributions allocable to the Certificates of the above-referenced Class. Principal in respect of this Certificate is distributable monthly as set forth herein. Accordingly, the Certificate Balance at any time may be less than the Certificate Balance as set forth herein. This Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor, the Responsible Party, the Servicer or the Trustee referred to below or any of their respective affiliates. Neither this Certificate nor the Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality. This certifies that CEDE & CO. is the registered owner of the Percentage Interest evidenced by this Certificate (obtained by dividing the denomination of this Certificate by the aggregate of the denominations of all Certificates of the Class to which this Certificate belongs) in certain monthly distributions pursuant to a Pooling and Servicing Agreement dated as of the Cut-off Date specified above (the "Agreement") among Morgan Stanley ABS Capital I Inc., as depositor xx xxpxxxxxx (the "Depositor"), HomEx Xxxxixxxx XxrporationHomEq Servicing Corporation, as servicer (the "Servicer"), WMC Mortgage Corp.NC Capital Corporation, as responsible party (the "Responsible Party"), and Deutsche Bank National Trust Company, as trustee (the "Trustee"). To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. This Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually authenticated countersigned by an authorized signatory of the Trustee.. * * *

AND CERTAIN OTHER ASSETS. Certificate No. A-1-[ ] : A-1-[__] A-2-[__[ ] A-3-[__] A-4-[__] A-5-[__[ ] M-1-[__[ ] M-2-[__[ ] M-3-[__[ ] B-1-[__[ ] B-2-[__[ ] B-3-[__[ ] Cut-off DateDate : August May 1, 2004 2003 First Distribution DateDate : September 27June 25, 2004 2003 Initial Certificate Balance of this Certificate ("Denomination"): ) : $[____________________[ ] ------------ Initial Certificate [A-1] [$565,874,000502,341,000] Balances of all [A-2] [$200,000,000$ 100,000,000] Certificates of this Class: Class [A-3] [$155,750,000] [A-4] [$59,253,000] [A-5] [$63,200,000211,716,000] [M-1] [$91,643,00063,818,000] [M-2] [$68,732,00055,276,000] [M-3] [$22,911,00017,588,000] [B-1] [$19,638,00013,065,000] [B-2] [$16,365,00011,055,000] : [B-3] [$19,638,00012,563,000] MORGAN STANLEY ABS CAPITAL I INC. Morgan Stanley ABS Capxxxx X Xxx. Xxust 2004Capital I Inc. Trxxx 0000-WMC2 XX0 Mortgage XxxxPass-Txxxxxx Through Certificates, Series 20042003-WMC2 NC5 [Class A-][Class M-][Class B] evidencing a percentage interest in the distributions allocable to the Certificates of the above-referenced Class. Principal in respect of this Certificate is distributable monthly as set forth herein. Accordingly, the Certificate Balance at any time may be less than the Certificate Balance as set forth herein. This Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor, the Responsible Party, the Servicer or the Trustee referred to below or any of their respective affiliates. Neither this Certificate nor the Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality. This certifies that CEDE & CO. is the registered owner of the Percentage Interest evidenced by this Certificate (obtained by dividing the denomination of this Certificate by the aggregate of the denominations of all Certificates of the Class to which this Certificate belongs) in certain monthly distributions pursuant to a Pooling and Servicing Agreement dated as of the Cut-off Date specified above (the "Agreement") among Morgan Stanley ABS Capital I Inc., as depositor ax xxxxsxxxx (the xhe "Depositor"), HomEx Xxxxixxxx XxrporationHomEq Servicing Corporation, as servicer (the "Servicer"), WMC Mortgage Corp.NC Capital Corporation, as responsible party (the "Responsible Party"), and Deutsche Bank National Trust Company, as trustee (the "Trustee"). To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. This Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually authenticated countersigned by an authorized signatory of the Trustee.. * * *

AND CERTAIN OTHER ASSETS. Certificate No: A-1-[__[ ] A-2-[__[ ] A-3-[__[ ] A-4-[__] A-5-[__[ ] M-1-[__[ ] M-2-[__[ ] M-3-[__[ ] B-1-[__[ ] B-2-[__[ ] B-3-[__[ ] Cut-off Date: August January 1, 2004 First Distribution Date: September 27February 25, 2004 Initial Certificate Balance of this Certificate ("Denomination"): $[____________________[ ] Initial Certificate [A-1] [$565,874,000737,480,000] Balances of all [A-2] [$200,000,000300,000,000] Certificates of this Class: [A-3] [$155,750,000111,000,000] Class: [A-4] [$59,253,000] [A-5] [$63,200,00041,208,000] [M-1] [$91,643,00091,964,000] [M-2] [$68,732,00072,987,000] [M-3] [$22,911,00021,895,000] [B-1] [$19,638,00018,247,000] [B-2] [$16,365,00018,247,000] [B-3] [$19,638,00018,247,000] MORGAN STANLEY ABS CAPITAL I INC. Morgan Stanley ABS Capxxxx Cxxxxxx X Xxx. Xxust Trust 2004-WMC2 Mortgage NC1 Mortgagx Xxxx-Txxxxxx Xxxxxxx Certificates, Series 2004-WMC2 NC1 [Class A-][Class M-][Class B] evidencing a percentage interest in the distributions allocable to the Certificates of the above-referenced Class. Principal in respect of this Certificate is distributable monthly as set forth herein. Accordingly, the Certificate Balance at any time may be less than the Certificate Balance as set forth herein. This Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor, the Responsible Party, the Servicer or the Trustee referred to below or any of their respective affiliates. Neither this Certificate nor the Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality. This certifies that CEDE & CO. is the registered owner of the Percentage Interest evidenced by this Certificate (obtained by dividing the denomination of this Certificate by the aggregate of the denominations of all Certificates of the Class to which this Certificate belongs) in certain monthly distributions pursuant to a Pooling and Servicing Agreement dated as of the Cut-off Date specified above (the "Agreement") among Morgan Stanley ABS Capital I Inc., as depositor (the "Depositor"), HomEx Xxxxixxxx Xxrporation, as servicer (the "Servicer"), WMC Mortgage Corp.NC Capital Corporation, as responsible party (the "Responsible Party"), and Deutsche Bank National Trust Company, as trustee (the "Trustee"). To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. This Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually authenticated countersigned by an authorized signatory of the Trustee.. * * *

AND CERTAIN OTHER ASSETS. Certificate No: A-1-[__[ ] A-2-[__] A-3-[__] A-4-[__] A-5-[__[ ] M-1-[__[ ] M-2-[__[ ] M-3-[__[ ] B-1-[__[ ] B-2-[__[ ] B-3-[__[ ] Cut-off Date: August July 1, 2004 2003 First Distribution Date: September 27August 25, 2004 2003 Initial Certificate Balance of this Certificate ("Denomination"): $[____________________[ ] Initial Certificate [A-1] [$565,874,000304,660,000] Balances of all [A-2] [$200,000,000$ 165,869,000] Certificates of this Class: [A-3] [$155,750,000] [A-4] [$59,253,000] [A-5] [$63,200,000] [M-1] [$91,643,00036,307,000] Class: [M-2] [$68,732,00030,497,000] [M-3] [$22,911,00010,166,000] [B-1] [$19,638,000$ 8,423,000] [B-2] [$16,365,000$ 5,518,000] [B-3] [$19,638,000$ 8,714,000] MORGAN STANLEY ABS CAPITAL I INC. Morgan Stanley ABS Capxxxx XXX Xaxxxxx X Xxx. Xxust 2004Inc. Trust 2003-WMC2 Mortgage NC7 Mxxxxxxe Xxxx-Txxxxxx Xhrough Certificates, Series 20042003-WMC2 NC7 [Class A-][Class M-][Class B] evidencing a percentage interest in the distributions allocable to the Certificates of the above-referenced Class. Principal in respect of this Certificate is distributable monthly as set forth herein. Accordingly, the Certificate Balance at any time may be less than the Certificate Balance as set forth herein. This Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor, the Responsible Party, the Servicer or the Trustee referred to below or any of their respective affiliates. Neither this Certificate nor the Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality. This certifies that CEDE & CO. is the registered owner of the Percentage Interest evidenced by this Certificate (obtained by dividing the denomination of this Certificate by the aggregate of the denominations of all Certificates of the Class to which this Certificate belongs) in certain monthly distributions pursuant to a Pooling and Servicing Agreement dated as of the Cut-off Date specified above (the "Agreement") among Morgan Stanley ABS Capital I Inc., as depositor (the "Depositor"), HomEx Xxxxixxxx XxrporationXxxXq Xxxxxxing Corporation, as servicer (the "Servicer"), WMC Mortgage Corp.NC Capital Corporation, as responsible party (the "Responsible Party"), and Deutsche Bank National Trust Company, as trustee (the "Trustee"). To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. This Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually authenticated countersigned by an authorized signatory of the Trustee.. * * *

AND CERTAIN OTHER ASSETS. Certificate No: A-1-[__] A-2-[__] A-3-[__] A-4-[__] A-5-[__] M-1-[__] M-2-[__] M-3-[__] B-1-[__] B-2-[__] B-3-[__] B-4-[__] Cut-off Date: August November 1, 2004 First Distribution Date: September December 27, 2004 Initial Certificate Balance of this Certificate ("Denomination"): $[____________________[ ] Initial Certificate [A-1] [$565,874,000] Balances of all [A-2] [$200,000,000] Certificates of this Class: [A-3A-1] [$155,750,000168,437,000] [A-4A-2] [$59,253,000] [A-5] [$63,200,00077,054,000] [M-1] [$91,643,00018,803,000] [M-2] [$68,732,00014,591,000] [M-3] [$22,911,0004,513,000] [B-1] [$19,638,0003,610,000] [B-2] [$16,365,0003,460,000] [B-3] [$19,638,0002,105,000] MORGAN STANLEY ABS CAPITAL I INC. Morgan Stanley ABS Capxxxx X Xxx. Xxust [B-4] [$3,009,000] CUSIP: [A-1] 81375WCL8 [A-2] 81375WCH7 [M-1] 81375WCJ3 [M-2] 81375WCK0 [M-3] 81375WCC8 [B-1] 81375WCD6 [B-2] 81375WCE4 [B-3] 81375WCF1 [B-4] 81375WCG9 SECURITIZED ASSET BACKED RECEIVABLES LLC Securitized Asset Backed Receivables LLC Trust 2004-WMC2 NC3 Mortgage XxxxPass-Txxxxxx Through Certificates, Series 2004-WMC2 NC3 [Class A-][Class M-][Class BB-] 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 ABS Capital I Inc.Securitized Asset Backed Receivables LLC, as depositor (the "Depositor"), HomEx Xxxxixxxx XxrporationLitton Loan Servicing LP, as servicer (the "Servicer"), WMC Mortgage Corp.NC Capital Corpxxxxxxn, as responsible party (the "Responsible Party"), and Deutsche Bank National Trust Company, as trustee (the "Trustee"). To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. This Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually authenticated by an authorized signatory of the Trustee.. * * *

AND CERTAIN OTHER ASSETS. Certificate No: A-1-[__[ ] A-2-[__[ ] A-3-[__[ ] A-4-[__] A-5-[__[ ] M-1-[__[ ] M-2-[__[ ] M-3-[__[ ] B-1-[__[ ] B-2-[__[ ] B-3-[__[ ] B-4-[ ] Cut-off Date: August April 1, 2004 First Distribution Date: September 27May 25, 2004 Initial Certificate Balance $[ ] of this Certificate ("Denomination"): $[____________________] Initial Certificate Balances of all [A-1] [$565,874,000] Balances of all [A-2] [$200,000,000822,069,000] Certificates of this Class: [A-2] [$75,000,000] [A-3] [$155,750,000187,000,000] [A-4] [$59,253,000] [A-5] [$63,200,00069,111,000] [M-1] [$91,643,00084,896,000] [M-2] [$68,732,00074,285,000] [M-3] [$22,911,00021,224,000] [B-1] [$19,638,00017,687,000] [B-2] [$16,365,00017,687,000] [B-3] [$19,638,00016,272,000] [B-4] [$12,735,000] MORGAN STANLEY ABS CAPITAL I INC. Morgan Stanley ABS Capxxxx Cxxxxxx X Xxx. Xxust Trust 2004-WMC2 Mortgage NC3 Mortgagx Xxxx-Txxxxxx Xxxxxxx Certificates, Series 2004-WMC2 NC3 [Class A-][Class M-][Class B] evidencing a percentage interest in the distributions allocable to the Certificates of the above-referenced Class. Principal in respect of this Certificate is distributable monthly as set forth herein. Accordingly, the Certificate Balance at any time may be less than the Certificate Balance as set forth herein. This Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor, the Responsible Party, the Servicer or the Trustee referred to below or any of their respective affiliates. Neither this Certificate nor the Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality. This certifies that CEDE & CO. is the registered owner of the Percentage Interest evidenced by this Certificate (obtained by dividing the denomination of this Certificate by the aggregate of the denominations of all Certificates of the Class to which this Certificate belongs) in certain monthly distributions pursuant to a Pooling and Servicing Agreement dated as of the Cut-off Date specified above (the "Agreement") among Morgan Stanley ABS Capital I Inc., as depositor (the "Depositor"), HomEx Xxxxixxxx XxrporationCounxxxxxxe Xxxx Xoans Servicing LP, as servicer (the "Servicer"), WMC Mortgage Corp.NC Capital Corporation, as responsible party (the "Responsible Party"), and Deutsche Bank National Trust Company, as trustee (the "Trustee"). To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. This Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually authenticated by an authorized signatory of the Trustee.. * * *

AND CERTAIN OTHER ASSETS. Certificate No: A-1-[__[ ] A-2-[__[ ] A-3-[__[ ] A-4-[__[ ] A-5-[__[ ] M-1-[__[ ] M-2-[__[ ] M-3-[__[ ] B-1-[__[ ] B-2-[__[ ] B-3-[__[ ] Cut-off Date: August July 1, 2004 First Distribution Date: September 27August 25, 2004 Initial Certificate Balance of this Certificate ("Denomination"): $[____________________[ ] Initial Certificate [A-1] [$565,874,000484,050,00] Balances of all [A-2] [$200,000,000] Certificates of this Class: [A-3] [$155,750,000160,500,000] Class: [A-4] [$59,253,00057,873,000] [A-5] [$63,200,00065,750,000] [M-1] [$91,643,00076,230,000] [M-2] [$68,732,00066,025,000] [M-3] [$22,911,00015,006,000] [B-1] [$19,638,00018,007,000] [B-2] [$16,365,00014,406,000] [B-3] [$19,638,00015,606,000] MORGAN STANLEY ABS CAPITAL I INC. Morgan Stanley ABS Capxxxx Cxxxxxx X Xxx. Xxust Trust 2004-WMC2 Mortgage NC6 Mortgagx Xxxx-Txxxxxx Xxxxxxx Certificates, Series 2004-WMC2 NC6 [Class A-][Class M-][Class B] evidencing a percentage interest in the distributions allocable to the Certificates of the above-referenced Class. Principal in respect of this Certificate is distributable monthly as set forth herein. Accordingly, the Certificate Balance at any time may be less than the Certificate Balance as set forth herein. This Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor, the Responsible Party, the Servicer Servicers 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 ABS Capital I Inc., as depositor (the "Depositor"), HomEx Xxxxixxxx XxrporationChasx Xxxxaxxxx Xxrtgage Corporation, as servicer, HomEq Servicing Corporation, as servicer, New Century Mortgage Corporation, as servicer (collectively, the "ServicerServicers"), WMC Mortgage Corp.NC Capital Corporation, as responsible party (the "Responsible Party"), and Deutsche Bank National Trust Company, as trustee (the "Trustee"). To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. This Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually authenticated by an authorized signatory of the Trustee.. * * *

AND CERTAIN OTHER ASSETS. Certificate No: A-1-[__[ ] A-2-[__] A-3-[__] A-4-[__] A-5-[__[ ] M-1-[__[ ] M-2-[__[ ] M-3-[__[ ] B-1-[__[ ] B-2-[__[ ] B-3-[__[ ] B-4-[ ] Cut-off Date: August February 1, 2004 First Distribution Date: September 27March 25, 2004 Initial Certificate Balance of this Certificate ("Denomination"): $[____________________[ ] Initial Certificate [A-1] [$565,874,000326,448,000] Balances of all [A-2] [$200,000,000272,891,000] Certificates of this Class: [A-3] [$155,750,000] [A-4] [$59,253,000] [A-5] [$63,200,000] [M-1] [$91,643,00045,961,000] Class: [M-2] [$68,732,00038,608,000] [M-3] [$22,911,0009,192,000] [B-1] [$19,638,00011,031,000] [B-2] [$16,365,0009,192,000] [B-3] [$19,638,0007,354,000] [B-4] [$7,354,000] MORGAN STANLEY ABS CAPITAL I INC. Morgan Stanley ABS Capxxxx Cxxxxxx X Xxx. Xxust Trust 2004-WMC2 Mortgage NC2 Mortgagx Xxxx-Txxxxxx Xxxxxxx Certificates, Series 2004-WMC2 NC2 [Class A-][Class M-][Class B] evidencing a percentage interest in the distributions allocable to the Certificates of the above-referenced Class. Principal in respect of this Certificate is distributable monthly as set forth herein. Accordingly, the Certificate Balance at any time may be less than the Certificate Balance as set forth herein. This Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor, the Responsible Party, the Servicer or the Trustee referred to below or any of their respective affiliates. Neither this Certificate nor the Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality. This certifies that CEDE & CO. is the registered owner of the Percentage Interest evidenced by this Certificate (obtained by dividing the denomination of this Certificate by the aggregate of the denominations of all Certificates of the Class to which this Certificate belongs) in certain monthly distributions pursuant to a Pooling and Servicing Agreement dated as of the Cut-off Date specified above (the "Agreement") among Morgan Stanley ABS Capital I Inc., as depositor (the "Depositor"), HomEx Xxxxixxxx XxrporationCounxxxxxxe Xxxx Xoans Servicing LP, as servicer (the "Servicer"), WMC Mortgage Corp.NC Capital Corporation, as responsible party (the "Responsible Party"), and Deutsche Bank National Trust Company, as trustee (the "Trustee"). To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. To be added to the Class B-4 Certificates while such Certificate remains a Private Certificate. [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 authenticated countersigned by an authorized signatory of the Trustee.. * * *

AND CERTAIN OTHER ASSETS. Certificate No: A-1-[__[ ] A-2-[__[ ] A-3-[__[ ] A-4-[__] A-5-[__[ ] M-1-[__[ ] M-2-[__[ ] M-3-[__[ ] M-4-[ ] M-5-[ ] B-1-[__[ ] B-2-[__[ ] B-3-[__[ ] Cut-off Date: August 1, 2004 First Distribution Date: September 2725, 2004 Initial Certificate Balance of this Certificate ("Denomination"): $[____________________[ ] Initial Certificate [A-1] [$565,874,000634,982,000] Balances of all [A-2] [$200,000,000185,400,000] Certificates of this Class: [A-3] [$155,750,00066,500,000] Class: [A-4] [$59,253,000] [A-5] [$63,200,00073,500,000] [M-1] [$91,643,00040,815,000] [M-2] [$68,732,00039,016,000] [M-3] [$22,911,00024,010,000] [M-4] [$39,016,000] [M-5] [$21,008,000] [B-1] [$19,638,00015,006,000] [B-2] [$16,365,00018,007,000] [B-3] [$19,638,00014,406,000] MORGAN STANLEY ABS CAPITAL I INC. Morgan Stanley ABS Capxxxx X Caxxxxx I Xxx. Xxust Xrust 2004-WMC2 NC7 Mortgage Xxxx-Txxxxxx CertificatesXhxxxxx Xertificates, Series 2004-WMC2 NC7 [Class A-][Class M-][Class B] evidencing a percentage interest in the distributions allocable to the Certificates of the above-referenced Class. Principal in respect of this Certificate is distributable monthly as set forth herein. Accordingly, the Certificate Balance at any time may be less than the Certificate Balance as set forth herein. This Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor, the Responsible Party, Trustee or any other party to the Servicer or the Trustee Agreement 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 ABS Capital I Inc., as depositor (the "Depositor"), HomEx Xxxxixxxx XxrporationChasx Xxxxaxxxx Xxrtgage Corporation, as servicer (the "Servicer")servicer, WMC HomEq Servicing Corporation, as servicer, New Century Mortgage Corp.Corporation, as servicer, NC Capital Corporation, as responsible party (the "Responsible Party")party, and Deutsche Bank National Trust Company, as trustee (the "Trustee"). To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. This Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually authenticated by an authorized signatory of the Trustee.. * * *