0000882377-06-001646 Sample Contracts

BILL OF SALE
Bill of Sale • May 15th, 2006 • Morgan Stanley ABS Capital I Inc. Trust 2006-Nc3 • 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-NC3, Mortgage Pass-Through Certificates, Series 2006-NC3, Class X Certificates, Class R Certificates and Class P Certificates, issued pursuant to the Pooling and Servicing Agreement, dated as of April 1, 2006, among the Purchaser, Wells Fargo Bank, N.A., HomEq Servicing Corporation, NC Capital Corporation and Deutsche Bank National Trust Company, does as of April 28, 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

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MORGAN STANLEY ABS CAPITAL I INC. MORTGAGE PASS-THROUGH CERTIFICATES Series 2006-NC3 UNDERWRITING AGREEMENT
Underwriting Agreement • May 15th, 2006 • Morgan Stanley ABS Capital I Inc. Trust 2006-Nc3 • 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.

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