0000905148-07-004215 Sample Contracts

MORGAN STANLEY ABS CAPITAL I, INC. as Purchaser, and MORGAN STANLEY CREDIT CORPORATION as Seller HOME EQUITY LOAN PURCHASE AGREEMENT Dated as of February 1, 2007 Home Equity Loans
Home Equity Loan Purchase Agreement • June 8th, 2007 • MSCC HELOC Trust 2007-1 • Asset-backed securities • New York

This HOME EQUITY LOAN PURCHASE AGREEMENT (this “Agreement”), dated as of February 1, 2007, is made between Morgan Stanley Credit Corporation (the “Seller”) and Morgan Stanley ABS Capital I Inc. (the “Purchaser”).

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MORGAN STANLEY ABS CAPITAL I INC. HELOC ASSET-BACKED NOTES Series 2007-1 UNDERWRITING AGREEMENT
Underwriting Agreement • June 8th, 2007 • MSCC HELOC Trust 2007-1 • Asset-backed securities • New York

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.

MORGAN STANLEY CREDIT CORPORATION, as Servicer MSCC HELOC TRUST 2007-1, as Issuer and WELLS FARGO BANK, NATIONAL ASSOCIATION as Indenture Trustee SERVICING AGREEMENT Dated as of February 1, 2007 Home Equity Loans
Servicing Agreement • June 8th, 2007 • MSCC HELOC Trust 2007-1 • Asset-backed securities • New York

This Servicing Agreement, dated as February 1, 2007, among Morgan Stanley Credit Corporation (the “Servicer”), MSCC HELOC Trust 2007-1 (the “Issuer”), and Wells Fargo Bank, National Association (the “Indenture Trustee”).

MORGAN STANLEY ABS CAPITAL I INC. as Depositor and WILMINGTON TRUST COMPANY as Owner Trustee TRUST AGREEMENT Dated as of February 1, 2007 MSCC HELOC Asset- Backed Certificates, Series 2007-1
Trust Agreement • June 8th, 2007 • MSCC HELOC Trust 2007-1 • Asset-backed securities • Delaware

This Trust Agreement, dated as of February 1, 2007 (as amended from time to time, this “Trust Agreement”), between MORGAN STANLEY ABS CAPITAL I INC., a Delaware corporation, as depositor (the “Depositor”) and WILMINGTON TRUST COMPANY, a Delaware banking corporation, as owner trustee (the “Owner Trustee”),

CUSTODIAL AGREEMENT
Custodial Agreement • June 8th, 2007 • MSCC HELOC Trust 2007-1 • Asset-backed securities • New York

THIS CUSTODIAL AGREEMENT (as amended and supplemented from time to time, the “Agreement”), dated as of February 1, 2007, by and among WELLS FARGO BANK, NATIONAL ASSOCIATION, as indenture trustee (the “Indenture Trustee”) of the MSCC HELOC Trust 2007-1 (the “Issuer”), MORGAN STANLEY CREDIT CORPORATION, (together with any successor in interest or successor under the Servicing Agreement referred to below, the “Servicer”) and WELLS FARGO BANK, NATIONAL ASSOCIATION (together with any successor in interest or any successor appointed hereunder, the “Custodian”).

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