0000882377-06-003960 Sample Contracts

MORGAN STANLEY ABS CAPITAL I INC. MORTGAGE PASS-THROUGH CERTIFICATES Series 2006-HE7 UNDERWRITING AGREEMENT
Pooling and Servicing Agreement • November 22nd, 2006 • Morgan Stanley ABS Capital I Inc. Trust 2006-He7 • 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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BILL OF SALE
Bill of Sale • November 22nd, 2006 • Morgan Stanley ABS Capital I Inc. Trust 2006-He7 • 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-HE7, Mortgage Pass-Through Certificates, Series 2006-HE7, Class X Certificates and Class P Certificates, issued pursuant to the Pooling and Servicing Agreement, dated as of October 1, 2006, among the Purchaser, Countrywide Home Loans Servicing LP, New Century Mortgage Corporation, NC Capital Corporation, WMC Mortgage Corp., Decision One Mortgage Company, LLC, Wells Fargo Bank, N.A., LaSalle Bank National Association and Deutsche Bank National Trust Company, does as of October 31, 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, includ

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