INDEMNIFICATION AGREEMENT
MORGAN STANLEY ABS CAPITAL I INC.
IXIS REAL ESTATE CAPITAL TRUST
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2006-HE3
WHEREAS, Morgan Stanley ABS Capital I Inc. (the "Depositor") is
acting as depositor with respect to (i) the Free Writing
Prospectus, dated
August 21, 2006 (the "Free Writing Prospectus"), (ii) the
Prospectus, dated
August 18, 2006 (the "Base Prospectus"), (iii) the Prospectus
Supplement, dated
September 26, 2006 (the "Prospectus Supplement" and together with
the Base
Prospectus, the "Prospectus") and (iv) the Confidential Private
Placement
Memorandum, dated September 29, 2006 (the "Class B-5 PPM" and
collectively with
the Free Writing Prospectus and the Prospectus, the "Offering
Documents"),
relating to IXIS Real Estate Capital Trust 2006-HE3, Mortgage
Pass-Through
Certificates, Series 2006-HE3, (as defined below) to be issued
pursuant to a
Pooling and Servicing Agreement, dated as of September 1, 2006 (the
"P&S"),
among the Depositor, IXIS Real Estate Capital Inc., as unaffiliated
seller (the
"Unaffiliated Seller"), Master Financial, Inc., as a servicer,
Saxon Mortgage
Services, as a servicer, Wells Fargo Bank, National Association, as
securities
administrator, master servicer and backup servicer, and Deutsche
Bank National
Trust Company, as trustee and custodian;
WHEREAS, the Depositor purchased the Mortgage Loans from the
Unaffiliated Seller pursuant to an Unaffiliated Seller's Agreement
dated as of
September 1, 2006, by and between the Depositor and the
Unaffiliated Seller;
WHEREAS, Morgan Stanley & Co. Incorporated, as representative
(the
"Representative"), of itself and the other underwriters named in
the
Underwriting Agreement (collectively, the "Underwriters"), dated
September 26,
2006, between the Depositor and the Representative pursuant to
which the
Representative on behalf of the Underwriters is agreeing, subject
to the terms
and conditions therein, that the Underwriters purchase on the
Closing Date
described therein the Offered Certificates (the "Offered
Certificates") as
described therein; and
WHEREAS, Morgan Stanley & Co. Incorporated, as initial
purchaser
(the "Initial Purchaser"), is agreeing, subject to the terms and
conditions of
the Certificate Purchase Agreement, dated as of September 29, 2006
(the
"Certificate Purchase Agreement"), between the Depositor and the
Initial
Purchaser, to purchase on the Closing Date described therein the
Class B-5
Certificates (the "Class B-5 Certificates" and together with the
Offered
Certificates, the "Certificates") as described therein.
NOW THEREFORE, in consideration of the agreements contained herein,
and other valuable consideration the receipt and sufficiency of
which is hereby
acknowledged, the Unaffiliated Seller, the Depositor and the
Representative
agree as follows:
ARTICLE I
Indemnification and Contribution.
Section 1.01
The Unaffiliated Seller agrees to indemnify and hold
harmless the Depositor, the Initial Purchaser and each Underwriter,
their
respective officers and directors and each person, if any, who
controls the
Depositor, the Initial Purchaser or any Underwriter within the
meaning of either
Section 15 of the Securities Act of 1933, as amended (the "1933
Act") or
Section 20 of the Securities Exchange Act of 1934, as amended (the
"1934 Act"),
against any and all losses, claims, damages or liabilities, joint
or several, to
which they or any of them may become subject under the 1933 Act,
the 1934 Act or
other federal or state statutory law or regulation, at common law
or otherwise,
insofar as such losses, claims, damages or liabilities (or actions
in respect
thereof) arise out of or are based in whole or in part upon any
untrue statement
or alleged untrue statement of a material fact contained in the
Free Writing
Prospectus, the Prospectus Supplement, the Class B-5 PPM or in the
ABS
Informational and Computational Materials or any omission or
alleged omission to
state in the Free Writing Prospectus, the Prospectus Supplement,
the Class B-5
PPM or in the ABS Informational and Computational Materials a
material fact
required to be stated therein or necessary to make the statements
therein, in
light of the circumstances in which they were made, not misleading,
or any such
untrue statement or omission or alleged untrue statement or alleged
omission
made in any amendment of or supplement the Free Writing Prospectus,
the
Prospectus Supplement, the Class B-5 PPM or to the ABS
Informational and
Computational Materials, and agrees to reimburse the Depositor, the
Initial
Purchaser and each Underwriter and each such officer, director and
controlling
person promptly upon demand for any legal or other expenses
reasonably incurred
by any of them in connection with investigating or defending or
preparing to
defend against any such loss, claim, damage, liability or action as
such
expenses are incurred; provided however, that the Unaffiliated
Seller shall be
liable in any such case only to the extent that any such loss,
claim, damage,
liability or action arises out of, or is based upon, any untrue
statement or
alleged untrue statement or omission or alleged omission made in
reliance upon
and in conformity with the Seller Information. The foregoing
indemnity agreement
is in addition to any liability which the Unaffiliated Seller may
otherwise have
to the Underwriters, the Initial Purchaser, the Depositor or any
such director,
officer or controlling person of the Underwriters, the Initial
Purchaser or of
the Depositor.
Section 1.02
Each Underwriter, severally but not jointly, agrees to
indemnify and hold harmless the Unaffiliated Seller, its officers
and directors
and each person, if any, who controls the Unaffiliated Seller
within the meaning
of either Section 15 of the 1933 Act or Section 20 of the 1934 Act,
against any
and all losses, claims, damages or liabilities, joint or several,
to which the
Unaffiliated Seller may become subject under the 1933 Act, the 1934
Act or other
federal or state statutory law or regulation, at common law or
otherwise,
insofar as such losses, claims, damages or liabilities (or actions
in respect
thereof) arise out of or are based in whole or in part upon any
untrue statement
or alleged untrue statement of a material fact contained in the
Prospectus
Supplement or any omission or alleged omission to state in the
Prospectus
Supplement a material fact required to be stated therein or
necessary to make
the statements therein, in light of the circumstances in which they
were made,
not misleading, or any such untrue statement or omission or alleged
untrue
statement or alleged omission made in any amendment of or
supplement to the
Prospectus Supplement, and including in each case any information
included
therein by its incorporation by reference into the Prospectus and
agrees to
reimburse the Unaffiliated Seller, and each such director, officer
or
controlling person for any legal or other expenses reasonably
incurred by any of
them in connection with investigating or defending or preparing to
defend
against any such loss, claim, damage, liability or action as such
expenses are
incurred; provided however, that the Underwriters shall be liable
in any such
case only to the extent that any such loss, claim, damage,
liability or action
arises out of, or is based upon, any untrue statement or alleged
untrue
statement or omission or alleged omission made in reliance upon and
in
conformity with the Underwriter Information. The foregoing
indemnity
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agreement is in addition to any liability which the Underwriter may
otherwise
have to the Unaffiliated Seller or any such director, officer or
controlling
person of the Unaffiliated Seller.
Section 1.03
The Initial Purchaser agrees to indemnify and hold harmless
the Unaffiliated Seller, its officers and directors and each
person, if any, who
controls the Unaffiliated Seller within the meaning of either
Section 15 of the
1933 Act or Section 20 of the 1934 Act, against any and all losses,
claims,
damages or liabilities, joint or several, to which the Unaffiliated
Seller may
become subject under the 1933 Act, the 1934 Act or other federal or
state
statutory law or regulation, at common law or otherwise, insofar as
such losses,
claims, damages or liabilities (or actions in respect thereof)
arise out of or
are based in whole or in part upon any untrue statement or alleged
untrue
statement of a material fact contained in the Class B-5 PPM or any
omission or
alleged omission to state in the Class B-5 PPM a material fact
required to be
stated therein or necessary to make the statements therein, in
light of the
circumstances in which they were made, not misleading, or any such
untrue
statement or omission or alleged untrue statement or alleged
omission made in
any amendment of or supplement to the Class B-5 PPM, and including
in each case
any information included therein by its incorporation by reference
into the
Offering Documents and agrees to reimburse the Unaffiliated Seller,
and each
such director, officer or controlling person for any legal or other
expenses
reasonably incurred by any of them in connection with investigating
or defending
or preparing to defend against any such loss, claim, damage,
liability or action
as such expenses are incurred; provided however, that the Initial
Purchaser
shall be liable in any such case only to the extent that any such
loss, claim,
damage, liability or action arises out of, or is based upon, any
untrue
statement or alleged untrue statement or omission or alleged
omission made in
reliance upon and in conformity with the Initial Purchaser
Information. The
foregoing indemnity agreement is in addition to any liability which
the Initial
Purchaser may otherwise have to the Unaffiliated Seller or any such
director,
officer or controlling person of the Unaffiliated Seller.
As used herein:
"Depositor Information" means the statements set forth in the Free
Writing Prospectus and the Prospectus Supplement under the caption
"The
Depositor".
"Initial Purchaser Information" means the statements set forth
under
the caption "Method of Placement" in the Class B-5 PPM and in (x)
the first
sentence of the third to last paragraph and (y) the first sentence
of the second
to last paragraph on the cover of the Class B-5 PPM.
"Master Servicer and Securities Administrator Information" means
the
information in (i) the Free Writing Prospectus contained (x) in the
first three
paragraphs under the heading "The Master Servicer" and (y) under
the heading
"The Securities Administrator", and (ii) the Prospectus Supplement
contained (x)
in the first three paragraphs under the heading "The Master
Servicer" and (y)
under the heading "The Securities Administrator".
"Originator Information" means the information in (i) the Free
Writing Prospectus contained under the heading "The
Originators--First NLC
Underwriting Guidelines" and (ii) the Prospectus Supplement
contained under the
heading "The Originators--First NLC Underwriting Guidelines".
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"Seller Informa
