Morgan Stanley ABS Capital I Inc. Trust 2007-Nc1 Sample Contracts

OMNIBUS AMENDMENT TO POOLING AND SERVICING AGREEMENTS
Pooling and Servicing Agreements • August 28th, 2007 • Morgan Stanley ABS Capital I Inc. Trust 2007-Nc1 • Asset-backed securities • New York
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MORGAN STANLEY ABS CAPITAL I INC. MORTGAGE PASS-THROUGH CERTIFICATES Series 2007-NC1 UNDERWRITING AGREEMENT
Underwriting Agreement • February 12th, 2007 • Morgan Stanley ABS Capital I Inc. Trust 2007-Nc1 • Asset-backed securities

This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

BILL OF SALE
Bill of Sale • February 12th, 2007 • Morgan Stanley ABS Capital I Inc. Trust 2007-Nc1 • Asset-backed securities

MORGAN STANLEY SECURITIZED ASSETS LLC (“MSSA”), in consideration of immediately available funds in an amount previously agreed to between MSSA and MORGAN STANLEY ABS CAPITAL I INC. (the “Purchaser”) does as of January 26, 2007, hereby sell, transfer, assign, set over and otherwise convey to the Purchaser without recourse, all MSSA’s right, title and interest in and to the Mortgage Loans described on Exhibit A attached hereto and made a part hereof, including all interest and principal with respect thereto received on or after the related Cut-off Date, other than such amounts which were due on the Mortgage Loans on or prior to the related Cut-off Date. MSSA hereby agrees that it will (i) deliver possession of the notes evidencing the Mortgage Loans to, or at the direction of, the Purchaser and (ii) take in a timely manner all necessary steps under all applicable laws to convey and to perfect the conveyance of the Mortgage Loans to, or upon the direction of, the Purchaser.

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