Amendment No. 1 to Pooling and Servicing Agreement for Morgan Stanley ABS Capital I Inc. Trust 2006-HE4

Summary

This amendment, effective June 1, 2006, updates the Pooling and Servicing Agreement for the Morgan Stanley ABS Capital I Inc. Trust 2006-HE4 Mortgage Pass-Through Certificates. The parties involved include Morgan Stanley ABS Capital I Inc. (Depositor), Wells Fargo Bank (Servicer and Custodian), NC Capital Corporation, WMC Mortgage Corp., Decision One Mortgage Company (Responsible Parties), Deutsche Bank National Trust Company (Trustee), and LaSalle Bank (Custodian). The amendment modifies certain terms as detailed in an attached exhibit, while all other terms of the original agreement remain unchanged.

EX-4.2 3 ms5032668-ex4_2.txt AMENDMENT TO POOLING AND SERVICING AGREEMENT EXHIBIT 4.2 MORGAN STANLEY ABS CAPITAL INC. TRUST 2006-HE4 --------------------------- AMENDMENT NO. 1 TO POOLING AND SERVICING AGREEMENT Dated as of November 21, 2006 ---------------------------- Morgan Stanley ABS Capital I Inc. Trust 2006-HE4 Mortgage Pass-Through Certificates, Series 2006-HE4 AMENDMENT NO. 1 This AMENDMENT NO. 1 (this "Amendment"), effective as of June 1, 2006, is among MORGAN STANLEY ABS CAPITAL I INC., a Delaware corporation, as depositor (the "Depositor"), WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association ("Wells Fargo"), as servicer (in such capacity, the "Servicer") and a custodian, NC CAPITAL CORPORATION, a California corporation, as a responsible party ("NC Capital"), WMC MORTGAGE CORP., a California corporation, as a responsible party ("WMC"), DECISION ONE MORTGAGE COMPANY, LLC, as a responsible party (together with NC Capital and WMC, the "Responsible Parties"), DEUTSCHE BANK NATIONAL TRUST COMPANY, a national banking association, as trustee (the "Trustee") and LASALLE BANK NATIONAL ASSOCIATION, as a custodian ("LaSalle" and, together with Wells Fargo in its capacity as custodian, the "Custodians"). PRELIMINARY STATEMENT WHEREAS, the Depositor, the Servicer, the Responsible Parties, the Custodians and the Trustee, are parties to the Pooling and Servicing Agreement, dated as of June 1, 2006 (the "Agreement"); WHEREAS, Section 10.01 of the Agreement provides that the Agreement may be amended by the Depositor, the Servicer, the Responsible Parties, the Custodians and the Trustee; and NOW, THEREFORE, in consideration of the foregoing and of other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: 1. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Agreement. 2. Amendments: In consideration of the mutual agreements herein contained, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree to amend the Agreement as provided in Exhibit A attached hereto. Language appearing double underlined on Exhibit A will be added to the Agreement and language appearing in strikethrough will be removed from the Agreement. 3. Except as expressly modified or amended in this Amendment, all of the terms, covenants, provisions, agreements and conditions of the Agreement are hereby ratified and confirmed in every respect and shall remain unmodified and unchanged and shall continue in full force and effect. 4. The Depositor certifies that all conditions for the execution of this Amendment have been satisfied. 5. This Amendment shall become effective as of the date hereof when, and only when, the Agent shall have received executed counterparts of this Amendment from the parties hereto. 6. This Amendment may be executed in counterparts, each of which shall be an original but all of which, taken together, shall constitute one and the same instrument. This Amendment shall be construed in accordance with the laws of the State of New York (excluding provisions regarding conflicts of laws) and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such law. IN WITNESS WHEREOF, the parties have duly executed this Amendment No. 1 as of the date first above written. MORGAN STANLEY ABS CAPITAL I INC., as Depositor By: /s/ Steven Shapiro -------------------------------- Name: Steven Shapiro Title: Managing Director WELLS FARGO BANK, NATIONAL ASSOCIATION, as Servicer By: /s/ Phillip A. Platte -------------------------------- Name: Phillip A. Platte Title: Vice President WELLS FARGO BANK, NATIONAL ASSOCIATION, as Custodian By: /s/ Patrick M. Gorrien -------------------------------- Name: Patrick M. Gorrien Title: Vice President WMC MORTGAGE CORP., as Responsible Party By: /s/ Mardy Grossman -------------------------------- Name: Mardy Grossman Title: Senior Vice President NC CAPITAL CORPORATION, as Responsible Party By: /s/ Warren Licata -------------------------------- Name: Warren Licata Title: SVP, Secondary Marketing DECISION ONE MORTGAGE COMPANY, LLC, as Responsible Party By: /s/ Peter Schwindt -------------------------------- Name: Peter A. Schwindt Title: Vice President Secondary DEUTSCHE BANK NATIONAL TRUST COMPANY, solely as Trustee and not in its individual capacity By: /s/ Marion Hogan -------------------------------- Name: Marion Hogan Title: Associate By: /s/ Melissa Wilman -------------------------------- Name: Melissa Wilman Title: Vice President LASALLE BANK NATIONAL ASSOCIATION, as Custodian By: /s/ Mark J. Jerva -------------------------------- Name: Mark J. Jerva Title: Vice President