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EXHIBIT 4.2
MORGAN STANLEY ABS CAPITAL INC. TRUST 2006-HE4
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AMENDMENT NO. 1 TO POOLING AND SERVICING AGREEMENT
Dated as of November 21, 2006
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Morgan Stanley ABS Capital I Inc. Trust 2006-HE4
Mortgage Pass-Through Certificates, Series 2006-HE4
<PAGE>
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. A
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