0000882377-06-004173 Sample Contracts

MORGAN STANLEY ABS CAPITAL I INC. MORTGAGE PASS-THROUGH CERTIFICATES Series 2006-NC5 UNDERWRITING AGREEMENT
Pooling and Servicing Agreement • December 14th, 2006 • Morgan Stanley ABS Capital I Inc. Trust 2006-Nc5 • 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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MORGAN STANLEY ABS CAPITAL I INC., Depositor, COUNTRYWIDE HOME LOANS SERVICING LP, Servicer, NEW CENTURY MORTGAGE CORPORATION, Servicer, NC CAPITAL CORPORATION, Responsible Party, and DEUTSCHE BANK NATIONAL TRUST COMPANY, Trustee
Pooling and Servicing Agreement • December 14th, 2006 • Morgan Stanley ABS Capital I Inc. Trust 2006-Nc5 • Asset-backed securities • New York

THIS POOLING AND SERVICING AGREEMENT, dated as of November 1, 2006, among MORGAN STANLEY ABS CAPITAL I INC., a Delaware corporation, as depositor (the “Depositor”), COUNTRYWIDE HOME LOANS SERVICING LP, a Texas limited partnership, as a servicer (“Countrywide Servicing” and a “Servicer”), NEW CENTURY MORTGAGE CORPORATION, a California corporation, as a servicer (“New Century” and a “Servicer”), NC CAPITAL CORPORATION, a California corporation, as responsible party (the “Responsible Party”), and DEUTSCHE BANK NATIONAL TRUST COMPANY, a national banking association, as trustee (the “Trustee”).

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