MORGAN STANLEY ABS CAPITAL I INC.
MORTGAGE PASS-THROUGH CERTIFICATES
Series 2007-HE1
UNDERWRITING AGREEMENT
New York, New York
January 23, 2007
Morgan Stanley & Co. Incorporated
1585 Broadway
New York, New York 10036
Dear Sirs and Madams:
Morgan Stanley ABS Capital I Inc., a Delaware corporation (the
"Company"), proposes to sell to you (the "Underwriter"), the IXIS
Real Estate
Capital Trust 2007-HE1, Mortgage Pass-Through Certificates, Series
2007-HE1 in
the original principal amount and with the designation described on
Schedule A
attached hereto (the "Offered Certificates"). The Offered
Certificates will be
issued pursuant to a pooling and servicing agreement dated as of
January 1, 2007
(the "Pooling and Servicing Agreement") among Morgan Stanley ABS
Capital I,
Inc., as depositor (the "Depositor"), Saxon Mortgage Services, as
servicer
("Saxon"), Wells Fargo Bank, National Association, as securities
administrator
and master servicer (in each such capacity, the "Securities
Administrator" and
"Master Servicer", respectively), and Deutsche Bank National Trust
Company, as
trustee and custodian (in each such capacity, the "Trustee" and the
"Custodian",
respectively), and IXIS Real Estate Capital Inc., as unaffiliated
seller (the
"Unaffiliated Seller"). In addition to the Offered Certificates,
the Depositor
will authorize for issuance the Mortgage Pass-Through Certificates,
Series
2007-HE1, Class B-4, Class X, Class P and Class R pursuant to the
Pooling and
Servicing Agreement (the "Private Certificates" and together with
the Offered
Certificates, the "Certificates").
The Company has filed with the Securities and Exchange Commission
(the
"Commission") a registration statement, including a prospectus,
relating to the
Offered Certificates and has filed with, or mailed for filing to,
the Commission
a prospectus supplement specifically relating to the Offered
Certificates
pursuant to Rule 424 under the Securities Act of 1933 (the
"Securities Act").
The term "Registration Statement" means such registration statement
as amended
to the Closing Date (as defined herein). The term "Base Prospectus"
means the
prospectus included in the Registration Statement. The term
"Prospectus" means
the Base Prospectus together with the prospectus supplement
specifically
relating to the Offered Certificates, as filed with, or mailed for
filing to,
the Commission pursuant to Rule 424 (the "Prospectus Supplement").
The term
"preliminary prospectus" means a preliminary prospectus supplement
specifically
relating to the Offered Certificates together with the Base
Prospectus. Any
reference in this underwriting agreement (the "Agreement") to the
Registration
Statement, any preliminary prospectus or the Prospectus shall be
deemed to refer
to and include the documents incorporated by reference therein
pursuant to Item
12 of Form S-3 under the Securities Act, including the Free Writing
Prospectus,
dated January 11, 2007, and any ABS Informational and Computational
Materials
(as defined herein), as of the effective date of the Registration
Statement, the
date of such preliminary prospectus or the Prospectus or the
Closing Date, as
the case may be. Terms
not otherwise defined in this Agreement are used herein as defined
in the
Pooling and Servicing Agreement.
I. The Company represents and warrants to and agrees with the
Underwriter that:
(a) The Registration Statement has become effective; no stop order
suspending the effectiveness of the Registration Statement is in
effect,
and no proceedings for such purpose are pending before or
threatened by the
Commission.
(b) Each part of the Registration Statement, when such part became
effective, did not contain, and each such part, as amended or
supplemented,
if applicable, will not contain any untrue statement of a material
fact or
omit to state a material fact required to be stated therein or
necessary to
make the statements therein not misleading, (ii) the Registration
Statement
and the Prospectus comply, and, as amended or supplemented, if
applicable,
will comply in all material respects with the Securities Act and
the
applicable rules and regulations of the Commission thereunder and
(iii) the
Prospectus does not contain and, as amended or supplemented, if
applicable,
will not contain any untrue statement of a material fact or omit to
state a
material fact necessary to make the statements therein, in the
light of the
circumstances under which they were made, not misleading, except
that the
representations and warranties set forth in this paragraph I(b) do
not
apply to the Excluded Information (as defined in paragraph VII
hereof).
(c) The Company has been duly incorporated, is validly existing as
a
corporation in good standing under the laws of the State of
Delaware, has
the corporate power and authority to own its property and to
conduct its
business as described in the Prospectus and to enter into and
perform its
obligations under this Agreement and the Pooling and Servicing
Agreement.
(d) This Agreement has been duly authorized, executed and delivered
by the
Company.
(e) The Pooling and Servicing Agreement has been duly authorized,
executed
and delivered by the Company and is a valid and binding agreement
of the
Company, enforceable in accordance with its terms except as the
enforceability thereof may be limited by bankruptcy, insolvency or
similar
laws affecting creditors' rights generally and to general
principles of
equity regardless of whether enforcement is sought in a proceeding
in
equity or at law.
(f) The direction by the Company to the Trustee to execute,
authenticate
and deliver the Offered Certificates has been duly authorized by
the
Company, and the Certificates, when executed and authenticated in
the
manner contemplated in the Pooling and Servicing Agreement, and
delivered
to and paid for by the Underwriter in accordance with the terms of
this
Agreement, will be validly
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issued and outstanding and entitled to the benefits of the Pooling
and
Servicing Agreement.
(g) Neither the execution and delivery by the Company of, nor the
performance by the Company of its obligations under, this Agreement
or the
Pooling and Servicing Agreement, will contravene any provision of
applicable law or the certificate of incorporation or by-laws of
the
Company or any agreement or other instrument binding upon the
Company that
is material to the Company or any judgment, order or decree of any
governmental body, agency or court having jurisdiction over the
Company or
any subsidiary, and no consent, approval, authorization or order
of, or
qualification with, any governmental body or agency is required for
the
performance by the Company of its obligations under this Agreement
and the
Pooling and Servicing Agreement, except such as may be required by
the
securities or Blue Sky laws of the various states in connection
with the
offer and sale of the Offered Certificates.
(h) There has not occurred any material adverse change, or any
development
involving a prospective material adverse change, in the condition,
financial or otherwise, or in the earnings, business or operations
of the
Company and its subsidiaries, taken as a whole, from that set forth
in the
Prospectus.
(i) There are no legal or governmental proceedings pending or
threatened to
which the Company is a party or to which any of the properties of
the
Company are subject that are required to be described in the
Registration
Statement or the Prospectus and that are not so described, nor are
there
any statutes, regulations, contracts or other documents required to
be
described in the Registration Statement or the Prospectus or to be
filed as
exhibits to the Registration Statement that are not described or
filed as
required.
(j) Each preliminary prospectus filed as part of the Registration
Statement
as originally filed or as a part of any amendment thereto, or filed
pursuant to Rule 424 under the Securities Act, complied as to form,
when so
filed, in all material respects with the Securities Act and the
rules and
regulations of the Commission thereunder.
(k) The Company is not an "investment company" or an entity
"controlled" by
an "investment company," as such terms are defined in the
Investment
Company Act of 1940, as amended.
II. The Company hereby agrees to sell the Offered Certificates to
the
Underwriter, and the Underwriter, upon the basis of the
representations and
warranties herein contained, but subject to the conditions
hereinafter stated,
agrees to purchase the Offered Certificates from the Company, for a
purchase
price which is the sum of approximately 99.8798% of the original
principal
amount of the Offered Certificates.
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III.
(a) The Underwriter proposes to make a public offering of the
Offered
Certificates as soon as this Agreement is entered into. The terms
of the
public offering of the Offered Certificates are set forth in the
Prospectus.
(b) It is understood that the Underwriter may prepare and provide
to
prospective investors certain ABS Informational and Computational
Materials
(as defined below) in connection with the offering of the Offered
Certificates, subject to the following conditions:
i)
In connection with the use of ABS Informational and Computational
Materials, the Underwriter shall comply with all applicable
requirements of Regulation AB.
ii)
"ABS Informational and Computational Materials" as used herein
shall have the meaning given such term in item 1101(a) of
Regulation AB but shall include only those ABS Informational and
Computational Materials that have been prepared or delivered to
prospective investors by or at the direction of the Underwriter.
iii) All ABS Informational and Computational Materials provided to
prospective investors that are required to be filed pursuant to
Regulation AB shall bear a legend on each page including the
following statement:
"THIS MATERIAL IS NOT A SOLICITATION OF ANY OFFER TO BUY OR SELL
ANY SECURITY OR OTHER FINANCIAL INSTRUMENT OR TO PARTICIPATE IN
ANY TRADING STRATEGY. THIS MATERIAL WAS NOT PREPARED BY THE
MORGAN STANLEY RESEARCH DEPARTMENT. PLEASE REFER TO IMPORTANT
INFORMATION AND QUALIFICATIONS AT THE END OF THIS MATERIAL."
The Company shall have the right to require additional specific
legends or notations to appear on any ABS Informational or
Computational Materials, the right to require changes regarding
the use of terminology and the right to determine the types of
information appearing therein. Notwithstanding the foregoing,
paragraph III(B)(c) will be satisfied if all ABS Informational
and Computational Materials referred to therein bear a legend in
a form previously approved in writing by the Company.
iv)
Any ABS Informational and Computational Materials are subject to
the review by and approval of the Company prior to their
distribution
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to any prospective investors and a copy of such ABS Informational
and Computational Materials as are delivered to prospective
investors shall, in addition to the foregoing delivery
requirements, be delivered to the Company simultaneously with
delivery to prospective investors.
v)
The Underwriter shall provide to the Company, for filing on Form
8-K as provided in paragraph VI(e), five (5) copies (in such
format as required by the Company) of all ABS Informational and
Computational that are required to be filed with the Commission
pursuant to Regulation AB. The Underwriter may provide copies of
the forgoing in a consolidated or aggregate form that includes
all information required to be filed. All ABS Informational and
Computational Materials described in this paragraph III(B)(e)
must be provided to the Company not later than 10:00 a.m. New
York time one business day before filing thereof is required
pursuant to the terms of this Agreement. Each Underwriter agrees
that it will not provide to any investor or prospective investor
in the Offered Certificates any ABS Informational and
Computational Materials on or after the day on which ABS
Informational and Computational Materials are required to be
provided to the Company pursuant to this paragraph III(B)(e)
(other than copies of ABS Informational and Computational
Materials previously submitted to the Company in accordance with
this paragraph III(B)(e) for filing pursuant to paragraph VI(e)),
unless such ABS Informational and Computational Materials are
preceded or accompanied by the delivery of a Prospectus to such
investor or prospective investor.
vi)
All information included in the Computational ABS Informational
and Computational Materials shall be generated based on
substantially the same methodology and assumptions that are used
to generate the information in the Prospectus Supplement as set
forth therein; provided, however, that the ABS Informational and
Computational Materials may include information based on
alternative methodologies or assumptions if specified therein.
vii) The Company shall not be obligated to file any ABS
Informational
and Computational Materials that in the reasonable determination
of the Company are not required to be filed pursuant to
Regulation AB.
(c) Each Underwriter severally represents and warrants and agrees
with the
Company that as of the date hereof and as of the Closing Date that:
(i) the
ABS Informational and Computational Materials furnished to the
Company
pursuant to paragraph III(B)(e) constitute (either in original,
aggregated
or consolidated form) all of the materials furnished to prospective
investors by the Underwriter prior to the time of delivery thereof
to the
Company that are required to be filed with the Commission with
respect to
the Offered Certificates in accordance with Regulation AB; (ii) on
the date
any such ABS Informational and Computational
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Materials with respect to such Certificates (or any written or
electronic
materials furnished to prospective investors on which the ABS
Informational
and Computational Materials are based) were last furnished to each
prospective investor and on the date of delivery thereof to the
Company
pursuant to paragraph III(B)(e) and on the related Closing Date,
such ABS
Informational and Computational Materials (or materials) were
accurate in
all material respects when read in conjunction with the Prospectus;
(iii)
the Underwriter has not and will not represent to potential
investors that
any ABS Informational and Computational Materials were prepared or
disseminated on behalf of the Company; and (iv) all ABS
Informational and
Computational Materials (or underlying materials distributed to
prospective
investors on which the ABS Informational and Computational
Materials were
based) contained and will contain the legend in the form set forth
in
paragraph III(B)(c) (or in such other form previously approved in
writing
by the Company).
Notwithstanding the foregoing, the Underwriter makes no
representation or
warranty as to whether any ABS Informational and Computational
Materials
(or any written or electronic materials furnished to prospective
investors
on which the ABS Informational and Computational Materials are
based)
included or will include any inaccurate statement resulting
directly from
any error contained in the information (i) regarding the Mortgage
Loans,
the related mortgagors and/or the related Mortgaged Properties (but
only to
the extent any untrue statement or omission arose from errors or
omissions
in the information concerning the Mortgage Loans, the related
mortgagors
and/or the related Mortgage Properties, as applicable, provided to
the
Underwriter by the Company (the "Pool Information") or (ii)
contained in
(but not incorporated by reference in) any Prospectus (the
"Prospectus
Information"); provided, however, in each case, that if any
information
that would otherwise constitute Pool Information or Prospectus
Information
is presented in any ABS Informational and Computational Materials
(or any
written or electronic materials furn
