EXECUTION COPY
INDEMNIFICATION AGREEMENT
MORGAN STANLEY ABS CAPITAL I INC.
IXIS REAL ESTATE CAPITAL TRUST
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2005-HE4
WHEREAS, Morgan Stanley ABS Capital I Inc. (the "Depositor") is
acting
as depositor with respect to (i) the Prospectus (the "Base
Prospectus"), dated
May 10, 2005 and (ii) the Prospectus Supplement, dated November 18,
2005 (the
"Prospectus Supplement" and together with the Base Prospectus, the
"Prospectus"), relating to IXIS Real Estate Capital Trust 2005-HE4,
Mortgage
Pass-Through Certificates, Series 2005-HE4, (the "Certificates") to
be issued
pursuant to a Pooling and Servicing Agreement, dated as of November
1, 2005 (the
"P&S"), among IXIS Real Estate Capital Inc., as Unaffiliated
Seller (the
"Unaffiliated Seller"), the Depositor, Saxon Mortgage Services Inc.
as Servicer
(the "Servicer"), and Deutsche Bank National Trust Company, as
custodian (the
"Custodian") and as trustee (in such capacity, the "Trustee");
WHEREAS, the Depositor purchased the Mortgage Loans from the
Unaffiliated Seller pursuant to an Unaffiliated Seller's Agreement
dated as of
November 1, 2005 (the "Unaffiliated Seller's Agreement"), by and
between the
Depositor and the Unaffiliated Seller; and
WHEREAS, Morgan Stanley & Co. Incorporated, as representative
(the
"Representative"), of itself and the other underwriters named in
the
Underwriting Agreement (collectively, the "Underwriters"), dated
November 23,
2005 (the "Underwriting Agreement"), 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.
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 and each Underwriter, their respective officers and
directors and
each person, if any, who controls the Depositor 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 Prospectus Supplement or in the Comp Materials or
any omission
or alleged omission to state in the Prospectus Supplement or in the
Comp
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 to the Prospectus Supplement or to the Comp Materials,
and agrees to
reimburse the Depositor 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 Depositor or any
such
director, officer or controlling person of the Underwriters 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 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.
As used herein:
"Depositor Information" means the statements set forth in the
Prospectus Supplement under the caption "Transaction Overview -
Parties - The
Depositor".
"Seller Information" means (x) the information and data concerning
the
Mortgage Loans set forth on any computer tape (or other electronic
or printed
medium) furnished to the Depositor and/or the Unaffiliated Seller,
in the Comp
Materials, (as defined below) to the extent such Comp Materials
were approved by
the Unaffiliated Seller, and (y) the information set
2
forth in the Prospectus Supplement, other than the Depositor
Information, the
Servicer Information and the Underwriter Information.
"Servicer Information" means the information concerning the
Servicer
under the caption "Transaction Overview--The Servicer" and "The
Servicer".
"Underwriter Information" means the statements set forth (i) in the
last paragraph on the cover page of the Prospectus Supplement, (ii)
and under
the caption "Plan of Distribution" in the Prospectus Supplement.
The terms "Collateral term sheet" and "Structural term sheet" shall
have the respective meanings assigned to them in the February 13,
1995 letter
(the "PSA Letter") of Cleary, Gottlieb, Steen & Hamilton on
behalf of the Public
Securities Association (which letter, and the SEC staff's response
thereto, were
publicly available February 17, 1995). The term "Collateral term
sheet" as used
herein includes any subsequent Collateral term sheet that reflects
a substantive
change in the information presented. The term "Computational
Materials" has the
meaning assigned to it in the May 17, 1994 letter (the "Kidder
letter" and
together with the PSA Letter, the "No-Action Letters") of Brown
& Wood on behalf
of Kidder, Peabody & Co., Inc. (which letter, and the SEC
staff's response
thereto, were publicly available May 20, 1994). The term "Comp
Materials" as
used herein means collectively Collateral Term Sheets, Structural
Term Sheet and
Computational Materials.
Section 1.03 Promptly after receipt by any indemnified party under
this
Section 1 of notice of any claim or the commencement of any action,
such
indemnified party shall, if a claim in respect thereof is to be
made against any
indemnifying party under this Section 1, notify the indemnifying
party in
writing of the claim or the commencement of that action; provided,
however, that
the failure to notify an indemnifying party shall not relieve it
from any
liability which it may have under this Section 1 except to the
extent it has
been materially prejudiced by such failure; and provided further,
however, that
the fa
