Common use of Reasonable Servicing Fee Clause in Contracts

Reasonable Servicing Fee. The New Century acknowledges and agrees that the Servicing Fee represents reasonable compensation for performing such services and that the entire Servicing Fee shall be treated by the New Century, for accounting and tax purposes, as compensation for the servicing and administration of the Mortgage Loans pursuant to this Pooling and Servicing Agreement. EXHIBIT A Unless this Certificate is presented by an authorized representative of the Depository Trust Company, a New York corporation ("DTC"), to Issuer or its agent for registration of transfer, exchange, or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein. SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS AN INTEREST IN A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), AND CERTAIN OTHER ASSETS. AS LONG AS THE INTEREST RATE SWAP AGREEMENT IS IN EFFECT, EACH BENEFICIAL OWNER OF THIS CERTIFICATE, OR ANY INTEREST THEREIN, SHALL BE DEEMED TO HAVE REPRESENTED THAT EITHER (I) IT IS NOT AN EMPLOYEE BENEFIT PLAN OR ARRANGEMENT SUBJECT TO SECTION 406 OF ERISA, A PLAN SUBJECT TO SECTION 4975 OF THE CODE OR A PLAN SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW ("SIMILAR LAW") MATERIALLY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE, NOR A PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR ARRANGEMENT NOR USING THE ASSETS OF ANY SUCH PLAN OR ARRANGEMENT OR (II) THE ACQUISITION AND HOLDING OF THIS CERTIFICATE ARE ELIGIBLE FOR THE EXEMPTIVE RELIEF AVAILABLE UNDER AT LEAST ONE OF PROHIBITED TRANSACTION CLASS EXEMPTION ("PTCE") 84-14, PTCE 90-1, PTCE 91-8, PTCE 95-60 OR PTCE 96-23 OR A COMPARABLE EXEMPTIOX XXXXXXXXX XXXXX XXXXXXX LAW. Certificate No. : A-1-[ ] A-2a-[ ] A-2b-[ ] A-2c-[ ] A-2d-[ ] M-1-[ ] M-2- [ ] M-3-[ ] M-4-[ ] M-5-[ ] M-6-[ ] B-1-[ ] B-2-[ ] B-3-[ ] Cut-off Date : June 1, 2006 First Distribution Date : July 25, 2006 Initial Certificate Balance of this Certificate ("Denomination") : $[ ] Initial Certificate Balances of all Certificates of this Class : [A-1] $319,485,000 [A-2a] $446,170,000 [A-2b] $164,570,000 [A-2c] $181,870,000 [A-2d] $123,900,000 [M-1] $ 75,200,000 [M-2] $ 59,200,000 [M-3] $ 29,600,000 [M-4] $ 27,200,000 [M-5] $ 26,400,000 [M-6] $ 24,800,000 [B-1] $ 23,200,000 [B-2] $ 21,600,000 [B-3] $ 16,800,000 MORGAN STANLEY ABS CAPITAL I INC. Morgan Stanley ABS Cxxxxxx X Xxx. Trust 2006-HE5 Mortgagx Xxxx-Xxxxxxx Certificates, Series 2006-HE5 [Class A-][Class M-][Class B-] evidencing a percentage interest in the distributions allocable to the Certificates of the above-referenced Class. Principal in respect of this Certificate is distributable monthly as set forth herein. Accordingly, the Certificate Balance at any time may be less than the Certificate Balance as set forth herein. This Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor, the Trustee or any other party to the Agreement referred to below or any of their respective affiliates. Neither this Certificate nor the Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality. This certifies that Cede & Co. is the registered owner of the Percentage Interest evidenced by this Certificate (obtained by dividing the denomination of this Certificate by the aggregate of the denominations of all Certificates of the Class to which this Certificate belongs) in certain monthly distributions pursuant to a Pooling and Servicing Agreement dated as of the Cut-off Date specified above (the "Agreement") among Morgan Stanley ABS Capital I Inc., as depositor (the "Depositor"), Wellx Xxxxo Xxxx, National Association, as servicer and custodian, HomEx Xxxvicing Corporation, as servicer, Countrywide Home Loans Servicing LP, as servicer, New Century Mortgage Corporation, as servicer, NC Capital Corporation, as responsible party, WMC Mortgage Corp., as responsible party, Decision One Mortgage Company, LLC, as responsible party, Deutsche Bank National Trust Company, as trustee, and LaSalle Bank National Association, as custodian. To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. This Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually authenticated by an authorized signatory of the Trustee. ***

Reasonable Servicing Fee. The New Century acknowledges and agrees that the Servicing Fee represents reasonable compensation for performing such services and that the entire Servicing Fee shall be treated by the New Century, for accounting and tax purposes, as compensation for the servicing and administration of the Mortgage Loans pursuant to this Pooling and Servicing Agreement. EXHIBIT A Unless this Certificate is presented by an authorized representative of the Depository Trust Company, a New York corporation ("DTC"), to Issuer or its agent for registration of transfer, exchange, or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein. SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS AN INTEREST IN A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), AND CERTAIN OTHER ASSETS. AS LONG AS THE INTEREST RATE SWAP AGREEMENT IS IN EFFECT, EACH BENEFICIAL OWNER OF THIS CERTIFICATE, OR ANY INTEREST THEREIN, SHALL BE DEEMED TO HAVE REPRESENTED THAT EITHER (I) IT IS NOT AN EMPLOYEE BENEFIT PLAN OR ARRANGEMENT SUBJECT TO SECTION 406 OF ERISA, A PLAN SUBJECT TO SECTION 4975 OF THE CODE OR A PLAN SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW ("SIMILAR LAW") MATERIALLY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE, NOR A PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR ARRANGEMENT NOR USING THE ASSETS OF ANY SUCH PLAN OR ARRANGEMENT OR (II) THE ACQUISITION AND HOLDING OF THIS CERTIFICATE ARE ELIGIBLE FOR THE EXEMPTIVE RELIEF AVAILABLE UNDER AT LEAST ONE OF PROHIBITED TRANSACTION CLASS EXEMPTION ("PTCE") 84-14, PTCE 90-1, PTCE 91-838, PTCE 95-60 OR PTCE 96-23 OR A COMPARABLE EXEMPTIOX XXXXXXXXX XXXXX XXXXXXX EXEMPTION AVAILABLE UNDER SIMILAR LAW. Certificate No. : A-1-[ [__] A-2fpt-[__] A-2a-[ [__] A-2b-[ [__] A-2c-[ [__] A-2d-[ [__] M-1-[ [__] M-2- [ [__] M-3-[ [__] M-4-[ [__] M-5-[ [__] M-6-[ [__] B-1-[ [__] B-2-[ [__] B-3-[ [__] Cut-off Date : June November 1, 2006 First Distribution Date : July 25December 26, 2006 Initial Certificate Balance of this Certificate ("Denomination") : $[ [____________________] Initial Certificate Balances of all Certificates of this Class : [A-1] [$319,485,000 324,649,000 [A-2fpt] $250,000,000 [A-2a] $446,170,000 223,540,000 [A-2b] $164,570,000 $ 69,010,000 [A-2c] $181,870,000 174,080,000 [A-2d] $123,900,000 111,086,000 [M-1] $ 75,200,000 64,020,000 [M-2] $ 59,200,000 62,549,000 [M-3] $ 29,600,000 22,812,000 [M-4] $ 27,200,000 30,906,000 [M-5] $ 26,400,000 23,548,000 [M-6] $ 24,800,000 21,340,000 [B-1] $ 23,200,000 21,340,000 [B-2] $ 21,600,000 12,510,000 [B-3] $ 16,800,000 17,661,000 MORGAN STANLEY ABS CAPITAL I INC. Morgan Stanley ABS Cxxxxxx X Xxx. Trust 2006-HE5 HE8 Mortgagx Xxxx-Xxxxxxx Certificates, Series 2006-HE5 HE8 [Class A-][Class M-][Class B-] evidencing a percentage interest in the distributions allocable to the Certificates of the above-referenced Class. Principal in respect of this Certificate is distributable monthly as set forth herein. Accordingly, the Certificate Balance at any time may be less than the Certificate Balance as set forth herein. This Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor, the Master Servicer, the Securities Administrator, the Trustee or any other party to the Agreement referred to below or any of their respective affiliates. Neither this Certificate nor the Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality. This certifies that Cede & Co. is the registered owner of the Percentage Interest evidenced by this Certificate (obtained by dividing the denomination of this Certificate by the aggregate of the denominations of all Certificates of the Class to which this Certificate belongs) in certain monthly distributions pursuant to a Pooling and Servicing Agreement dated as of the Cut-off Date specified above (the "Agreement") among Morgan Stanley ABS Capital I Inc., as depositor (the "Depositor"), Wellx Xxxxo Xxxx, National Association, as master servicer (the "Master Xxxxicer"), as securities administrator (the "Securities Administrator") and a custodian, HomEx Xxxvicing CorporationSaxon Mortgage Services, Inc., as a servicer, Countrywide Home Loans Servicing LP, as a servicer, New Century Mortgage Corporation, as a servicer, NC Capital Corporation, as a responsible party, WMC Mortgage Corp., as a responsible party, Decision One Mortgage Company, LLC, as a responsible party, Deutsche Bank National Trust Company, as trustee, and LaSalle Bank National Association, as a custodian. To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. This Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually authenticated by an authorized signatory of the TrusteeSecurities Administrator. ***

Reasonable Servicing Fee. The New Century acknowledges and agrees that the Servicing Fee represents reasonable compensation for performing such services and that the entire Servicing Fee shall be treated by the New Century, for accounting and tax purposes, as compensation for the servicing and administration of the Mortgage Loans pursuant to this Pooling and Servicing Agreement. EXHIBIT A Unless this Certificate is presented by an authorized representative of the Depository Trust Company, a New York corporation ("DTC"), to Issuer or its agent for registration of transfer, exchange, or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein. SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS AN INTEREST IN A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), AND CERTAIN OTHER ASSETS. AS LONG AS THE INTEREST RATE SWAP AGREEMENT IS IN EFFECT, EACH BENEFICIAL OWNER OF THIS CERTIFICATE, OR ANY INTEREST THEREIN, SHALL BE DEEMED TO HAVE REPRESENTED THAT EITHER (I) IT IS NOT AN EMPLOYEE BENEFIT PLAN OR ARRANGEMENT SUBJECT TO SECTION 406 OF ERISA, A PLAN SUBJECT TO SECTION 4975 OF THE CODE OR A PLAN SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW ("SIMILAR LAW") MATERIALLY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE, NOR A PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR ARRANGEMENT NOR USING THE ASSETS OF ANY SUCH PLAN OR ARRANGEMENT OR (II) THE ACQUISITION AND HOLDING OF THIS CERTIFICATE ARE ELIGIBLE FOR THE EXEMPTIVE RELIEF AVAILABLE UNDER AT LEAST ONE OF PROHIBITED TRANSACTION CLASS EXEMPTION ("PTCE") 84-14, PTCE 90-1, PTCE 91-8, PTCE 95-60 OR PTCE 96-23 OR A COMPARABLE EXEMPTIOX XXXXXXXXX XXXXX XXXXXXX EXEMPTION AVAILABLE UNDER SIMILAR LAW. Certificate No. : A-1-[ [__] A-2fpt-[__] A-2a-[ [__] A-2b-[ [__] A-2c-[ [__] A-2d-[ [__] M-1-[ [__] M-2- [ [__] M-3-[ [__] M-4-[ [__] M-5-[ [__] M-6-[ [__] B-1-[ [__] B-2-[ [__] B-3-[ [__] Cut-off Date : June September 1, 2006 First Distribution Date : July October 25, 2006 Initial Certificate Balance of this Certificate ("Denomination") : $[ [_____________] Initial Certificate Balances of all Certificates of this Class : [A-1] $319,485,000 324,649,000 [A-2fpt] $250,000,000 [A-2a] $446,170,000 223,540,000 [A-2b] $164,570,000 $ 69,010,000 [A-2c] $181,870,000 174,080,000 [A-2d] $123,900,000 111,086,000 [M-1] $ 75,200,000 64,020,000 [M-2] $ 59,200,000 62,549,000 [M-3] $ 29,600,000 22,812,000 [M-4] $ 27,200,000 30,906,000 [M-5] $ 26,400,000 23,548,000 [M-6] $ 24,800,000 21,340,000 [B-1] $ 23,200,000 21,340,000 [B-2] $ 21,600,000 12,510,000 [B-3] $ 16,800,000 17,661,000 MORGAN STANLEY ABS CAPITAL I INC. Morgan Stanley ABS Cxxxxxx X Xxx. Trust 2006-HE5 HE6 Mortgagx Xxxx-Xxxxxxx Certificates, Series 2006-HE5 HE6 [Class A-][Class M-][Class B-] evidencing a percentage interest in the distributions allocable to the Certificates of the above-referenced Class. Principal in respect of this Certificate is distributable monthly as set forth herein. Accordingly, the Certificate Balance at any time may be less than the Certificate Balance as set forth herein. This Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor, the Trustee or any other party to the Agreement referred to below or any of their respective affiliates. Neither this Certificate nor the Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality. This certifies that Cede & Co. is the registered owner of the Percentage Interest evidenced by this Certificate (obtained by dividing the denomination of this Certificate by the aggregate of the denominations of all Certificates of the Class to which this Certificate belongs) in certain monthly distributions pursuant to a Pooling and Servicing Agreement dated as of the Cut-off Date specified above (the "Agreement") among Morgan Stanley ABS Capital I Inc., as depositor (the "Depositor"), Wellx Xxxxo Xxxx, National Association, as a servicer and a custodian, HomEx Xxxvicing Corporation, as servicer, Countrywide Xxxxxrywide Home Loans Servicing LP, as a servicer, New Century Mortgage Corporation, as a servicer, NC Capital Corporation, as a responsible party, WMC Mortgage Corp., as a responsible party, Decision One Mortgage Company, LLC, as a responsible party, Deutsche Bank National Trust Company, as trustee, and LaSalle Bank National Association, as a custodian. To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. This Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually authenticated by an authorized signatory of the Trustee. ***

Reasonable Servicing Fee. The New Century acknowledges and agrees that the Servicing Fee represents reasonable compensation for performing such services and that the entire Servicing Fee shall be treated by the New Century, for accounting and tax purposes, as compensation for the servicing and administration of the Mortgage Loans pursuant to this Pooling and Servicing Agreement. EXHIBIT A Unless this Certificate is presented by an authorized representative of the Depository Trust Company, a New York corporation ("DTC"), to Issuer or its agent for registration of transfer, exchange, or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein. SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS AN INTEREST IN A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), AND CERTAIN OTHER ASSETS. AS LONG AS THE INTEREST RATE SWAP AGREEMENT IS IN EFFECT, EACH BENEFICIAL OWNER OF THIS CERTIFICATE, OR ANY INTEREST THEREIN, SHALL BE DEEMED TO HAVE REPRESENTED THAT EITHER (I) IT IS NOT AN EMPLOYEE BENEFIT PLAN OR ARRANGEMENT SUBJECT TO SECTION 406 OF ERISA, A PLAN SUBJECT TO SECTION 4975 OF THE CODE OR A PLAN SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW ("SIMILAR LAW") MATERIALLY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE, NOR A PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR ARRANGEMENT NOR USING THE ASSETS OF ANY SUCH PLAN OR ARRANGEMENT OR (II) THE ACQUISITION AND HOLDING OF THIS CERTIFICATE ARE ELIGIBLE FOR THE EXEMPTIVE RELIEF AVAILABLE UNDER AT LEAST ONE OF PROHIBITED TRANSACTION CLASS EXEMPTION ("PTCE") 84-14, PTCE 90-1, PTCE 91-8, PTCE 95-60 OR PTCE 96-23 OR A COMPARABLE EXEMPTIOX XXXXXXXXX XXXXX XXXXXXX EXEMPTION AVAILABLE UNDER SIMILAR LAW. Certificate No. : A-1-[ ] A-2a-[ ] A-2b-[ ] A-2c-[ ] A-2d-[ ] M-1-[ ] M-2- [ ] M-3-[ ] M-4-[ ] M-5-[ ] M-6-[ ] B-1-[ ] B-2-[ ] B-3-[ ] Cut-off Date : June 1, 2006 First Distribution Date : July 25, 2006 Initial Certificate Balance of this Certificate ("Denomination") : $[ ] Initial Certificate Balances of all Certificates of this Class : [A-1] $319,485,000 [A-2a] $446,170,000 [A-2b] $164,570,000 [A-2c] $181,870,000 [A-2d] $123,900,000 [M-1] $ 75,200,000 [M-2] $ 59,200,000 [M-3] $ 29,600,000 [M-4] $ 27,200,000 [M-5] $ 26,400,000 [M-6] $ 24,800,000 [B-1] $ 23,200,000 [B-2] $ 21,600,000 [B-3] $ 16,800,000 MORGAN STANLEY ABS CAPITAL I INC. Morgan Stanley ABS Cxxxxxx X Xxx. Trust 2006-HE5 Mortgagx Xxxx-Xxxxxxx Certificates, Series 2006-HE5 [Class A-][Class M-][Class B-] evidencing a percentage interest in the distributions allocable to the Certificates of the above-referenced Class. Principal in respect of this Certificate is distributable monthly as set forth herein. Accordingly, the Certificate Balance at any time may be less than the Certificate Balance as set forth herein. This Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor, the Trustee or any other party to the Agreement referred to below or any of their respective affiliates. Neither this Certificate nor the Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality. This certifies that Cede & Co. is the registered owner of the Percentage Interest evidenced by this Certificate (obtained by dividing the denomination of this Certificate by the aggregate of the denominations of all Certificates of the Class to which this Certificate belongs) in certain monthly distributions pursuant to a Pooling and Servicing Agreement dated as of the Cut-off Date specified above (the "Agreement") among Morgan Stanley ABS Capital I Inc., as depositor (the "Depositor"), Wellx Xxxxo Xxxx, National Association, as servicer and custodian, HomEx Xxxvicing Corporation, as servicer, Countrywide Home Loans Servicing LP, as servicer, New Century Mortgage Corporation, as servicer, NC Capital Corporation, as responsible party, WMC Mortgage Corp., as responsible party, Decision One Mortgage Company, LLC, as responsible party, Deutsche Bank National Trust Company, as trustee, and LaSalle Bank National Association, as custodian. To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. This Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually authenticated by an authorized signatory of the Trustee. ***

Reasonable Servicing Fee. The New Century acknowledges and agrees that the Servicing Fee represents reasonable compensation for performing such services and that the entire Servicing Fee shall be treated by the New Century, for accounting and tax purposes, as compensation for the servicing and administration of the Mortgage Loans pursuant to this Pooling and Servicing Agreement. EXHIBIT A Unless this Certificate is presented by an authorized representative of the Depository Trust Company, a New York corporation ("DTC"), to Issuer or its agent for registration of transfer, exchange, or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein. SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS AN INTEREST IN A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), AND CERTAIN OTHER ASSETS. AS LONG AS THE INTEREST RATE SWAP AGREEMENT IS IN EFFECT, EACH BENEFICIAL OWNER OF THIS CERTIFICATE, OR ANY INTEREST THEREIN, SHALL BE DEEMED TO HAVE REPRESENTED THAT EITHER (I) IT IS NOT AN EMPLOYEE BENEFIT PLAN OR ARRANGEMENT SUBJECT TO SECTION 406 OF ERISA, A PLAN SUBJECT TO SECTION 4975 OF THE CODE OR A PLAN SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW ("SIMILAR LAW") MATERIALLY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE, NOR A PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR ARRANGEMENT NOR USING THE ASSETS OF ANY SUCH PLAN OR ARRANGEMENT OR (II) THE ACQUISITION AND HOLDING OF THIS CERTIFICATE ARE ELIGIBLE FOR THE EXEMPTIVE RELIEF AVAILABLE UNDER AT LEAST ONE OF PROHIBITED TRANSACTION CLASS EXEMPTION ("PTCE") 84-14, PTCE 90-1, PTCE 91-8, PTCE 95-60 OR PTCE 96-23 OR A COMPARABLE EXEMPTIOX EXEMPTXXX XXXXXXXXX XXXXX XXXXXXX XXXXXXR LAW. Certificate No. : A-1-[ [__] A-2fpt-[__] A-2a-[ [__] A-2b-[ [__] A-2c-[ [__] A-2d-[ [__] M-1-[ [__] M-2- [ [__] M-3-[ [__] M-4-[ [__] M-5-[ [__] M-6-[ [__] B-1-[ [__] B-2-[ [__] B-3-[ [__] Cut-off Date : June September 1, 2006 First Distribution Date : July October 25, 2006 Initial Certificate Balance of this Certificate ("Denomination") : $[ [_____________] Initial Certificate Balances of all Certificates of this Class : [A-1] $319,485,000 324,649,000 [A-2fpt] $250,000,000 [A-2a] $446,170,000 223,540,000 [A-2b] $164,570,000 $ 69,010,000 [A-2c] $181,870,000 174,080,000 [A-2d] $123,900,000 111,086,000 [M-1] $ 75,200,000 64,020,000 [M-2] $ 59,200,000 62,549,000 [M-3] $ 29,600,000 22,812,000 [M-4] $ 27,200,000 30,906,000 [M-5] $ 26,400,000 23,548,000 [M-6] $ 24,800,000 21,340,000 [B-1] $ 23,200,000 21,340,000 [B-2] $ 21,600,000 12,510,000 [B-3] $ 16,800,000 17,661,000 MORGAN STANLEY ABS CAPITAL I INC. Morgan Stanley ABS Cxxxxxx Xxxxxax X Xxx. Trust 2006-HE5 Mortgagx XxxxHE6 Mortgxxx Xxsx-Xxxxxxx Xxxxxgh Certificates, Series 2006-HE5 HE6 [Class A-][Class M-][Class B-] evidencing a percentage interest in the distributions allocable to the Certificates of the above-referenced Class. Principal in respect of this Certificate is distributable monthly as set forth herein. Accordingly, the Certificate Balance at any time may be less than the Certificate Balance as set forth herein. This Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor, the Trustee or any other party to the Agreement referred to below or any of their respective affiliates. Neither this Certificate nor the Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality. This certifies that Cede & Co. is the registered owner of the Percentage Interest evidenced by this Certificate (obtained by dividing the denomination of this Certificate by the aggregate of the denominations of all Certificates of the Class to which this Certificate belongs) in certain monthly distributions pursuant to a Pooling and Servicing Agreement dated as of the Cut-off Date specified above (the "Agreement") among Morgan Stanley ABS Capital I Inc., as depositor (the "Depositor"), Wellx Xxxxo Wexxx Xxrxx Xxxx, National Association, as a servicer and a custodian, HomEx Xxxvicing Corporation, as servicer, Countrywide Xxxntrywide Home Loans Servicing LP, as a servicer, New Century Mortgage Corporation, as a servicer, NC Capital Corporation, as a responsible party, WMC Mortgage Corp., as a responsible party, Decision One Mortgage Company, LLC, as a responsible party, Deutsche Bank National Trust Company, as trustee, and LaSalle Bank National Association, as a custodian. To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. This Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually authenticated by an authorized signatory of the Trustee. ***