0000882377-06-002454 Sample Contracts

BILL OF SALE
Bill of Sale • July 11th, 2006 • Morgan Stanley ABS Capital I Inc. Trust 2006-Nc4 • Asset-backed securities

MORGAN STANLEY MORTGAGE CAPITAL INC. (the “Seller”), in consideration of (i) immediately available funds in an amount previously agreed to between the Seller and MORGAN STANLEY ABS CAPITAL I INC. (the “Purchaser”) and (ii) the Morgan Stanley ABS Capital I Inc. Trust 2006-NC4, Mortgage Pass-Through Certificates, Series 2006-NC4, Class X Certificates, Class R Certificates and Class P Certificates, issued pursuant to the Pooling and Servicing Agreement, dated as of June 1, 2006, among the Purchaser, Wells Fargo Bank, N.A., NC Capital Corporation and Deutsche Bank National Trust Company, does as of June 23, 2006, hereby sell, transfer, assign, set over and otherwise convey to the Purchaser without recourse, all the Seller’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 M

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MORGAN STANLEY ABS CAPITAL I INC. MORTGAGE PASS-THROUGH CERTIFICATES Series 2006-NC4 UNDERWRITING AGREEMENT
Pooling and Servicing Agreement • July 11th, 2006 • Morgan Stanley ABS Capital I Inc. Trust 2006-Nc4 • 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.

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