Morgan Stanley ABS Capital I Inc. Trust 2006-HE6 – ‘8-K’ for 9/27/06

On:  Thursday, 10/12/06, at 5:50pm ET   ·   As of:  10/13/06   ·   For:  9/27/06   ·   Accession #:  914121-6-3183   ·   File #:  333-130694-11

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Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                         5     23K 
 2: EX-1        Underwriting Agreement                                17±    76K 
 3: EX-4        Pooling and Servicing Agreement                      590±  2.26M 

8-K   —   Current Report
Document Table of Contents

8-K
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UNITED STATES   
SECURITIES AND EXCHANGE COMMISSION  
Washington, D.C. 20549  

FORM 8-K  

CURRENT REPORT  
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)   September 27, 2006           
                                                 -------------------------------

Morgan Stanley ABS Capital I Inc. Trust 2006-HE6
--------------------------------------------------------------------------------
(Exact name of issuing entity)  

 Morgan Stanley ABS Capital I Inc.
--------------------------------------------------------------------------------
(Exact name of depositor as specified in its charter)   

Morgan Stanley Mortgage Capital Inc.
--------------------------------------------------------------------------------
(Exact name of sponsor as specified in its charter)   

        Delaware                333-130694-11                   13-3939229
--------------------------------------------------------------------------------
(State or other jurisdiction       (Commission                  (IRS Employer   
of incorporation of depositor)     File Number                  Identification  
                                of issuing entity)             No. of depositor)

1585 Broadway, New York, New York                              10036      
--------------------------------------------------------------------------------
(Address of principal executive offices                  (Zip Code of depositor)
of depositor                                            

Registrant's telephone number, including area code        (212) 761-4000        
                                                   -----------------------------

Not Applicable
--------------------------------------------------------------------------------
(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to           
simultaneously satisfy the filing obligation of the registrant under any of the 
following provisions:                                                           

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)                                                                        

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR  
240.14a-12)                                                                     

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))                                                       

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))                                                       

8-K
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Item 8.01.  Other Events.                                                       

      On September 27, 2006, Morgan Stanley ABS Capital I Inc. (the "Depositor")
caused the issuance of the Morgan Stanley ABS Capital I Inc. Trust 2006-HE6     
Mortgage Pass-Through Certificates, Series 2006-HE6 (the "Certificates"). The   
Certificates were issued pursuant to a Pooling and Servicing Agreement, dated as
of September 1 1, 2006 (the "Pooling and Servicing Agreement"), by and among the
Depositor, as depositor, Wells Fargo Bank, National Association, as a servicer  
and a custodian, New Century Mortgage Corporation, as a servicer, Countrywide   
Home Loans Servicing LP, as a servicer, NC Capital Corporation, as a responsible
party, WMC Mortgage Corp., as a responsible party, Decision One Mortgage        
Company, LLC, as a responsible party, LaSalle Bank National Association, as a   
custodian and Deutsche Bank National Trust Company, as trustee. The Class A-1,  
Class A-2fpt, Class A-2a, Class A-2b, Class A-2c, Class A-2d, Class M-1, Class  
M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class B-1, Class B-2, and Class
B-3 Certificates (the "Publicly Offered Certificates"), having an aggregate     
initial principal amount of $1,429,051,000, were sold to Morgan Stanley & Co.   
Incorporated ("MS&Co") and Countrywide Securities Corporation (together with    
MS&Co., the "Underwriters") pursuant to an Underwriting Agreement, dated as of  
September 21, 2006, by and between the Depositor and the Underwriters.          

     The Class X and Class P Certificates were sold to Morgan Stanley Mortgage
Capital Inc. (the "Sponsor") on September 27, 2006 in a transaction exempt from 
registration under the Securities Act of 1933, as amended, pursuant to Section  
4(2) of that Act, as part of the consideration for the sale of the mortgage     
loans from the Sponsor to the Depositor.                                        

   The Class R Certificates were sold to MS&Co. on September 27, 2006 in a
transaction exempt from registration under the Securities Act of 1933, as       
amended, pursuant to Section 4(2) of that Act. The net proceeds of the sale of  
the Class X, Class P and Class R Certificates were applied to the purchase of   
the mortgage loans from the Sponsor.                                            

    Attached as exhibits are certain other agreements that were executed and
delivered in connection with the issuance of the Certificates.                  

8-K
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Item 9.01.      Financial Statements, Pro Forma Financial Information and       
Exhibits.                                       

(c)   Exhibits                                                                  

Exhibit 1      Underwriting Agreement, dated September 21, 2006, among the      
Depositor and the Underwriters.                   

Exhibit 4      Pooling and Servicing Agreement, dated as of September 1, 2006,  
         by and among the Depositor, as depositor, Wells Fargo Bank,
              National Association, as a servicer and a custodian, New Century
         Mortgage Corporation, as a servicer, Countrywide Home Loans
       Servicing LP, as a servicer, NC Capital Corporation, as a
            responsible party, WMC Mortgage Corp., as a responsible party,
         Decision One Mortgage Company, LLC, as a responsible party,
            LaSalle Bank National Association, as a custodian and Deutsche
Bank National Trust Company, as trustee.          

Exhibit 10.1   The Fourth Amended and Restated Mortgage Loan Purchase and       
               Warranties Agreement, dated as of May 1, 2006, by and between WMC
   and the Sponsor (included as Exhibit O to Exhibit 4).

Exhibit 10.2   The Fourth Amended and Restated Mortgage Loan Purchase and       
           Warranties Agreement, dated as of May 1, 2006, by and between
            Decision One and the Sponsor (included as Exhibit P to Exhibit
4).                                               

Exhibit 10.3   The Sixth Amended and Restated Mortgage Loan Purchase and        
              Warranties Agreement, dated as of May 1, 2006, by and between NC
           Capital and the Sponsor (included as Exhibit Q to Exhibit 4).

Exhibit 10.4   ISDA Master Agreement, dated as of September 27, 2006, by and    
              between Morgan Stanley Capital Services Inc., the swap provider,
             and Deutsche Bank National Trust Company, the trustee (included
as part of Exhibit W to Exhibit 4).               

Exhibit 10.5   Schedule to the Master Agreement, dated as of September 27, 2006,
           by and between Morgan Stanley Capital Services Inc., the swap
             provider, and Deutsche Bank National Trust Company, the trustee
(included as part of Exhibit W to Exhibit 4).     

Exhibit 10.6   Credit Support Annex, dated September 27, 2006, by and between   
          Morgan Stanley Capital Services Inc., the swap provider, and
            Deutsche Bank National Trust Company, the trustee (included as
part of Exhibit W to Exhibit 4).                  

Exhibit 10.7   Confirmation, dated September 27, 2006, by and between Morgan    
            Stanley Capital Services Inc., the swap provider, and Deutsche
           Bank National Trust Company, the trustee (included as part of
Exhibit W to Exhibit 4).                          

Exhibit 10.8   Guarantee, dated September 27, 2006, by Morgan Stanley (included 
as part of Exhibit W to Exhibit 4).               

Exhibit 10.9   Countrywide Amendment Regulation AB, dated as of January 26,     
               2006, by and among Countrywide Home Loans, Inc., Countrywide Home
             Loans Servicing LP and the Sponsor (included as part of Exhibit
AA to Exhibit 4).                                 

Exhibit 10.10  Representations and Warranties Agreement, dated as of September  
              27, 2006, by and between the Depositor and the Sponsor (included
as part of Exhibit BB to Exhibit 4).              

8-K
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            Pursuant to the requirements of the Securities Exchange Act of 1934,
the Depositor has caused this report to be signed on its behalf by the          
undersigned thereunto duly authorized.                                          

Date: October 12, 2006                    MORGAN STANLEY ABS CAPITAL I INC.     

                          By: /s/ Steven Shapiro
                                        ----------------------------
                                Name: Steven Shapiro
                                    Title: Managing Director

8-K
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INDEX TO EXHIBITS   

Item 601(a) of                                                                  
Regulation S-K                                                    Paper (P) or  
Exhibit No.           Description                                 Electronic (E)

1                     Underwriting Agreement, dated               (E)           
September 27, 2006, among the       
Depositor and the Underwriters.     

4                     Pooling and Servicing Agreement,            (E)           
 dated as of September 1, 2006, by and
among the Depositor, as depositor,  
Wells Fargo Bank, National          
Association, as a servicer and a    
custodian, New Century Mortgage     
Corporation, as a servicer,         
Countrywide Home Loans Servicing LP,
as a servicer, NC Capital           
Corporation, as a responsible party,
WMC Mortgage Corp., as a responsible
 party, Decision One Mortgage Company,
LLC, as a responsible party, LaSalle
Bank National Association, as a     
custodian and Deutsche Bank National
Trust Company, as trustee           

10.1                  The Fourth Amended and Restated             (E)           
 Mortgage Loan Purchase and Warranties
Agreement, dated as of May 1, 2006, 
by and between WMC and the Sponsor  
 (included as Exhibit O to Exhibit 4).

10.2                  The Fourth Amended and Restated             (E)           
 Mortgage Loan Purchase and Warranties
Agreement, dated as of May 1, 2006, 
by and between Decision One and the 
Sponsor (included as Exhibit P to   
Exhibit 4).                         

10.3                  The Sixth Amended and Restated              (E)           
 Mortgage Loan Purchase and Warranties
Agreement, dated as of May 1, 2006, 
by and between NC Capital and the   
Sponsor, (included as Exhibit Q to  
Exhibit 4).                         

10.4                  ISDA Master Agreement, dated as of          (E)           
September 27, 2006, by and between  
 Morgan Stanley Capital Services Inc.,
the swap provider, and Deutsche Bank
National Trust Company, the trustee 
(included as part of Exhibit W to   
Exhibit 4).                         

10.5                  Schedule to the Master Agreement,           (E)           
dated as of September 27, 2006, by  
and between Morgan Stanley Capital  
 Services Inc., the swap provider, and
 Deutsche Bank National Trust Company,
the trustee (included as part of    
Exhibit W to Exhibit 4).            

10.6                  Credit Support Annex, dated September 27,   (E)           
2006, by and between Morgan Stanley 
     Capital Services Inc., the swap provider,
and Deutsche Bank National Trust    
Company, the trustee (included as   
part of Exhibit W to Exhibit 4).    

10.7                  Confirmation, dated September 27, 2006,     (E)           
 by and between Morgan Stanley Capital
Services Inc., the swap provider,   
and Deutsche Bank National Trust    
Company, the trustee (included as   
part of Exhibit W to Exhibit 4).    

10.8                  Guarantee, dated September 27, 2006,        (E)           
by Morgan Stanley (included as      
part of Exhibit W to Exhibit 4).    

10.9                  Countrywide Amendment Regulation AB,        (E)           
dated as of January 26, 2006, by and
among Countrywide Home Loans, Inc., 
Countrywide Home Loans Servicing LP 
and the Sponsor (included as part of
Exhibit AA to Exhibit 4).           

10.10                 Representations and Warranties              (E)           
Agreement, dated as of September 27,
2006, by and between the Depositor  
and the Sponsor (included as part of
Exhibit BB to Exhibit 4).           

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8-K’ Filing		Date		First		Last			Other Filings
Filed as of:		10/13/06
Filed on:		10/12/06		4
For Period End:		9/27/06		1		5			8-K
		9/21/06		2		3			FWP
		9/1/06		3		5
		5/1/06		3		5
		1/26/06		3		5
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