MORGAN STANLEY ABS CAPITAL I INC., as Depositor, COUNTRYWIDE HOME LOANS SERVICING LP, as Servicer, CDC MORTGAGE CAPITAL INC., as Unaffiliated Seller, and DEUTSCHE BANK NATIONAL TRUST COMPANY, as Trustee, POOLING AND SERVICING AGREEMENT Dated as of May...Pooling and Servicing Agreement • June 10th, 2004 • Morgan Stanley Abs Capital I Inc CDC Mor Cap Tr 2004-He2 • Asset-backed securities • New York
THIS POOLING AND SERVICING AGREEMENT, dated as of May 1, 2004, among MORGAN STANLEY ABS CAPITAL I INC., a Delaware corporation, as depositor (the “Depositor”), COUNTRYWIDE HOME LOANS SERVICING LP, a Texas limited partnership, as servicer (the “Servicer”), CDC MORTGAGE CAPITAL INC., a New York corporation, as unaffiliated seller (the “Unaffiliated Seller”) and DEUTSCHE BANK NATIONAL TRUST COMPANY, a national banking association, as trustee (the “Trustee”),
INDEMNIFICATION AGREEMENT Morgan Stanley ABS Capital I Inc. CDC Mortgage Capital Trust Mortgage Pass-Through Certificates, Series 2004-HE2Indemnification Agreement • June 10th, 2004 • Morgan Stanley Abs Capital I Inc CDC Mor Cap Tr 2004-He2 • Asset-backed securities • New York
WHEREAS, Morgan Stanley ABS Capital I Inc. (the “Depositor”) is acting as depositor with respect to (i) the Prospectus (the “Base Prospectus”), dated March 10, 2004, (ii) the Prospectus Supplement to the Prospectus, dated May 242004 (the “Prospectus Supplement” and together with the Base Prospectus, the “Prospectus”) and (iii) the Confidential Private Placement Memorandum, dated May 262004 (the “Private Placement Memorandum” and together with the Prospectus, the “Offering Documents”), relating to CDC Mortgage Capital Trust 2004-HE2, Mortgage Pass-Through Certificates, Series 2004-HE2, (the “Certificates”) to be issued pursuant to a Pooling and Servicing Agreement, dated as of May 1, 2004 (the “P&S”), among CDC Mortgage Capital Inc., as Unaffiliated Seller (the “Unaffiliated Seller”), the Depositor, Countrywide Home Loans Servicing LP, as Servicer (the “Servicer”) and Deutsche Bank National Trust Company as Trustee (the “Trustee”);
MORGAN STANLEY ABS CAPITAL I INC. MORTGAGE PASS-THROUGH CERTIFICATES Series 2004-HE2 UNDERWRITING AGREEMENTUnderwriting Agreement • June 10th, 2004 • Morgan Stanley Abs Capital I Inc CDC Mor Cap Tr 2004-He2 • Asset-backed securities • New York
This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.
