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

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Morgan Stanley ABS Capital I Inc. Trust 2006-HE6 – ‘8-K’ for 9/27/06 – EX-1

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

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

10/13/06  Morgan Stanley ABS Cap … 2006-HE6 8-K:8,9     9/27/06    3:1.7M                                   Cadwalader Wickersh… LLP

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

EX-1 — Underwriting Agreement

EX-1 1st “Page” of 6 TOC ↑Top Previous Next ↓Bottom Just 1st
 
                                                                       EXHIBIT 1

 MORGAN STANLEY ABS CAPITAL I INC.

MORTGAGE PASS-THROUGH CERTIFICATES
 Series 2006-HE6

UNDERWRITING AGREEMENT

EX-1 2nd “Page” of 6 TOC 1st Previous Next ↓Bottom Just 2nd
                                                              New York, New York
                                                              September 21, 2006

Morgan Stanley & Co. Incorporated                                               
as Representative of the Underwriters                                           
1585 Broadway                                                                   
New York, New York 10036                                                        

Dear Sirs:                                                                      

      Morgan Stanley ABS Capital I Inc., a Delaware corporation (the
"Company"), proposes to sell to you, Morgan Stanley & Co. Incorporated, as      
representative (the "Representative") of yourself and Countrywide Securities    
Corporation ("CSC" and together with the Representative, the "Underwriters")    
Morgan Stanley ABS Capital I Inc. Trust 2006-HE6 Mortgage Pass-Through          
Certificates, Series 2006-HE6 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 September 1, 2006 (the "Pooling and         
Servicing Agreement") among Morgan Stanley ABS Capital I Inc., as depositor (the
"Depositor"), New Century Mortgage Corporation ("New Century"), Countrywide Home
Loans Servicing LP ("Countrywide"), Wells Fargo Bank, National Association (in  
its capacity as a servicer, together with New Century, and Countrywide, the     
"Servicers"), NC Capital Corporation ("NC Capital"), WMC Mortgage Corp. ("WMC"),
Decision One Mortgage Company, LLC (together with NC Capital and WMC, the       
"Responsible Parties"), LaSalle Bank National Association (together with Wells  
Fargo in its capacity as a custodian, the "Custodians") and Deutsche Bank       
National Trust Company (the "Trustee"). In addition to the Offered Certificates,
the Depositor will authorize for issuance the Mortgage Pass-Through             
Certificates, Series 2006-HE6, Class X, Class P and Class R pursuant to the     
Pooling and Servicing Agreement (together with the Offered Certificates, the    
"Certificates").                                                                

         The Company has filed with the Securities and Exchange Commission
(the "Commission") a registration statement, including information that is      
contained in the Prospectus (as defined below) relating to the Offered          
Certificates and is deemed to be part of and included in such registration      
statement, 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 such registration 
statement, including the exhibits thereto and information that is contained in  
the Prospectus and is deemed to be part of and included in such registration    
statement, may have been amended or supplemented at the date of the Prospectus. 
The prospectus first required to be filed to satisfy the condition set forth in 
Rule 172(c) and pursuant to Rule 424(b) under the Securities Act, is hereinafter
called the "Base Prospectus"; such form of supplement to the Base Prospectus    
relating to the Certificates, in the form first required to be filed to satisfy 
the condition set forth in Rule 172(c) and pursuant to Rule 424(b) under the    
Securities Act (including the Base Prospectus as so supplemented) is hereinafter
called the "Prospectus Supplement"; and the Base Prospectus and the Prospectus  
Supplement, together, are hereinafter called the "Prospectus". Capitalized terms
not otherwise defined in this Agreement are used herein as defined in the       
Pooling and Servicing Agreement.                                                

      At or prior to the time when sales to investors of the Offered
Certificates were first made (the "Time of Sale"), the Company had prepared the 
following information (collectively, the "Time of Sale Information"): the Morgan
Stanley ABS Capital I Inc. Trust 2006-HE6 Free Writing Prospectus, dated        
September 7, 2006, the Company's Prospectus, dated August 3, 2006, and any other
"free-writing prospectus" (as defined pursuant to Rule 405 under the Securities 
Act (as defined herein)) (a "Free Writing Prospectus") listed on Schedule B     
hereto. If, subsequent to the date of this Agreement, the Company and the       
Underwriters determine that such information included an untrue statement of    
material fact or omitted to state a material fact necessary in order to make the
statements therein, in the light of the circumstances under which they were     
made, not misleading and have terminated their old purchase contracts and       
entered into new purchase contracts with purchasers of the Offered Certificates,
then "Time of Sale Information" will refer to the information available to      
purchasers at the time of entry into the first such new purchase contract,      
including any information that corrects such material misstatements or omissions
("Corrective Information") and "Time of Sale" will refer to the time and date on
which such new purchase contracts were entered into.                            

I.

       A. The Company represents and warrants to, and agrees with, the
Underwriters 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,
and the Prospectus Supplement and each Free Writing Prospectus required to be   
filed by the Company pursuant to Section III.B.(e) shall have been filed or     
transmitted for filing by means reasonably calculated to result in a filing with
the Commission pursuant to Rule 424(b) under the Securities Act or Rule 433     
under the Securities Act, as applicable.                                        

       (b) (i) Each part of the Registration Statement, when such part
became or was deemed to become 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, as of its effective date or deemed    
effective date pursuant to Rule 430B under the Securities Act, 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 information contained in the Registration    
Statement, the Prospectus, the Time of Sale Information or any revision or      
amendment thereof or supplement thereto based upon and in conformity with       
information furnished in writing to the Company by any Underwriter specifically 
for use in connection with the preparation of the Registration Statement, the   
Prospectus, the Time of Sale Information or any revision or amendment thereof or
supplement thereto (such statements being collectively referred to as           
"Underwriter Statements").                                                      

           (c) The Time of Sale Information, at the Time of Sale, did not, and
at the Closing Date will not, contain any untrue statement of a material fact or
omit to state a material fact necessary in order to make the statements therein,
in the light of the circumstances under which they were made, not misleading;   
provided that the Company makes no representation or warranty with respect to   
any statements or omissions made in reliance upon and in conformity with the    
Underwriter Statements.                                                         

            (d) Other than the Prospectus, the Company (including its agents and
representatives other than the Representative in its capacity as such) has not  
made, used, prepared, authorized, approved or referred to and will not make,    
use, prepare, authorize, approve or refer to any "written communication" (as    
defined in Rule 405 under the Securities Act) that constitutes an offer to sell 
or solicitation of an offer to buy the Offered Certificates other than (i) any  
document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the   
Securities Act or Rule 134 under the Securities Act, (ii) the Time of Sale      
Information, and (iii) each other written communication of the Company or its   
agents and representatives approved in writing in advance by the Underwriters or
in any other manner mutually agreed by the Underwriters and the Company (each   
such communication referred to in clause (ii) and this clause (iii) constituting
an "issuer free writing prospectus", as defined in Rule 433(h) under the        
Securities Act, being referred to as an "Issuer Free Writing Prospectus"). Each 
such Issuer Free Writing Prospectus complied or, if used after the date hereof, 
will comply in all material respects with the Securities Act, has been filed or 
will be filed in accordance with Section III (to the extent required thereby)   
and did not at the Time of Sale, and at the Closing Date will not, contain any  
untrue statements of a material fact or (when read in conjunction with the other
Time of Sale Information) omit to state a material fact necessary in order to   
make the statements therein, in the light of the circumstances under which they 
were made, not misleading; provided that the Company makes no representation and
warranty with respect to any statements or omissions made in reliance upon and  
in conformity with any Underwriter Statements.                                  

            (e) 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 the Time of Sale Information and to enter into  
and perform its obligations under this Agreement and the Pooling and Servicing  
Agreement.                                                                      

           (f) This Agreement has been duly authorized, executed and delivered
by the Company.                                                                 

         (g) 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.

   (h) 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 Offered Certificates, when executed and authenticated in   
the manner contemplated in the Pooling and Servicing Agreement, and delivered to
and paid for by the Underwriters in accordance with the terms of this Agreement,
will be validly issued and outstanding and entitled to the benefits of the      
Pooling and Servicing Agreement.                                                

         (i) 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.                            

      (j) 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 or the Time of Sale Information.                                     

     (k) 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, the Prospectus or the Time of Sale Information or necessary in order 
to make the statements therein in the light of the circumstances under which    
they were made, not misleading and that are not so described, nor are there any 
statutes, regulations, contracts or other documents required to be described in 
the Registration Statement, the Prospectus or the Time of Sale Information or to
be filed as exhibits to the Registration Statement that are not described or    
filed as required.                                                              

         (l) 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.                                       

   (m) 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.                                     

            (n) The Company is not, and on the date on which the first bona fide
offer of the Offered Certificates is made (within the meaning of Rule 164(h)(2) 
under the Securities Act) will not be, an "ineligible issuer", as defined in    
Rule 405 under the Securities Act.                                              

II. 

         The Company hereby agrees to sell the Offered Certificates to the
Underwriters, and the Underwriters, upon the basis of the representations and   
warranties herein contained, but subject to the conditions hereinafter stated,  
severally agree to purchase the Offered Certificates from the Company, for a    
purchase price which is [__]% of the sum of the original principal amounts of   
the Offered Certificates as set forth on Schedule A hereto.                     

III.

            A. The Underwriters propose 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 and the    
Time of Sale Information.                                                       

   B. In connection with the offering of the Certificates, the
Underwriters may prepare and provide to prospective investors Free Writing      
Prospectuses (as defined below), or portions thereof, which the Company is      
required to file with the Commission in electronic format and will use          
reasonable efforts to provide to the Company such Free Writing Prospectuses, or 
portions thereof, in either Microsoft Word(R) or Microsoft Excel(R) format and  
not in a PDF, except to the extent that the Company, in its sole discretion,    
waives such requirements, subject to the following conditions (to which such    
conditions the Underwriters agree (provided that the Underwriters shall not be  
responsible for any breach of the following conditions by any other Underwriter 
or underwriter)):                                                               

 (a) Unless preceded or accompanied by the Prospectus, the
Underwriters shall not convey or deliver any written communication to any person
in connection with the initial offering of the Offered Certificates, unless such
written communication (1) is made in reliance on Rule 134 under the Securities  
Act, (2) constitutes a prospectus satisfying the requirements of Rule 430B under
the Securities Act or (3) constitutes Time of Sale Information or a Free Writing
Prospectus that does not constitute Time of Sale Information. Without the       
Company's prior written consent, the Representative shall not convey or deliver 
in connection with the initial offering of the Offered Certificates any "ABS    
informational and computational material," as defined in Item 1101(a) of        
Regulation AB under the Securities Act ("ABS Informational and Computational    
Material"), in reliance upon Rules 167 and 426 under the Securities Act. Without
the Company's and the Representative's prior written consent, CSC shall not     
convey or deliver in connection with the initial offering of the Offered        
Certificates any ABS Informational and Computational Material, in reliance upon 
Rules 167 and 426 under the Securities Act.                                     

            (b) The Underwriters shall deliver to the Company, no later than two
business days prior to the date of first use thereof or such later date as may  
be agreed to by the Company, (a) any Free Writing Prospectus that was prepared  
by or on behalf of any Underwriter (an "Underwriter Free Writing Prospectus")   
and contains any "issuer information", as defined in Rule 433(h) under the      
Securities Act and footnote 271 of the Commission's Securities Offering Reform  
Release No. 33-8591 ("Issuer Information"), and (b) any Free Writing Prospectus 
or portion thereof that contains only a description of the final terms of the   
Offered Certificates. CSC shall not prepare or distribute any Underwriter Free  
Writing Prospectus without the prior written consent of Representative.         
Notwithstanding the foregoing, any Free Writing Prospectus that contains only   
ABS Informational and Computational Materials may be delivered by any           
Underwriter to the Company not later than the later of (A) two business days    
prior to the due date for filing of the Prospectus pursuant to Rule 424(b) under
the Securities Act or (B) the date of first use of such Free Writing Prospectus.

          (c) The Underwriters represent and warrant to the Company that the
Free Writing Prospectuses to be furnished to the Company by the Underwriters    
pursuant to Section III.B.(b) will constitute all Free Writing Prospectuses of  
the type described therein that were furnished to prospective purchasers of     
Offered Certificates by the Underwriters in connection with its offer and sale  
of the Offered Certificates.                                                    

           (d) The Underwriters represent and warrant to the Company that each
Free Writing Prospectus required to be provided by it to the Company pursuant to
Section III.B.(b), when read in conjunction with the Time of Sale Information,  
did not, as of the Time of Sale, and will not as of the Closing Date, include   
any untrue statement of a material fact or omit any material fact necessary to  
make the statements contained therein, in light of the circumstances under which
they were made, not misleading; provided however, that the Underwriters make no 
representation to the extent such misstatements or omissions were the result of 
any inaccurate Issuer Information, which information was not corrected by       
Corrective Information subsequently supplied by the Company to the Underwriters 
within a reasonable period of time prior to the Time of Sale.                   

         (e) The Company agrees to file with the Commission the following:
(A) any Issuer Free Writing Prospectus; (B) any Free Writing Prospectus or      
portion thereof delivered by the Underwriters to the Company pursuant to Section
III.B.(b); and (C) any Free Writing Prospectus for which the Company or any     
person acting on its behalf provided, authorized or approved information that is
prepared and published or disseminated by a person unaffiliated with the Company
or any other offering participant that is in the business of publishing, radio  
or television broadcasting or otherwise disseminating communications.           
Notwithstanding the foregoing, the Company shall not be required to file (1)    
Issuer Information contained in any Underwriter Free Writing Prospectus or Free 
Writing Prospectus of any other offering participant other than the Company, if 
such information is included or incorporated by reference in a prospectus or    
Free Writing Prospectus previously filed with the Commission that relates to the
offering of the Offered Certificates, or (2) any Free Writing Prospectus or     
portion thereof that contains a description of the Offered Certificates or the  
offering of the Offered Certificates which does not reflect the final terms     
thereof.                                                                        

        (f) Any Free Writing Prospectus required to be filed pursuant to
Section III.B.(e) by the Company shall be filed with the Commission not later   
than the date of first use of the Free Writing Prospectus, except that: (A) any 
Free Writing Prospectus or portion thereof required to be filed that contains   
only the description of the final terms of the Offered Certificates shall be    
filed by the Company with the Commission within two days of the later of the    
date such final terms have been established for all classes of Offered          
Certificates and the date of first use; (B) any Free Writing Prospectus or      
portion thereof required to be filed that contains only ABS Informational and   
Computational Material shall be filed by the Company with the Commission not    
later than the later of the due date for filing the final Prospectus relating to
the Offered Certificates pursuant to Rule 424(b) under the Securities Act or two
business days after the first use of such Free Writing Prospectus; and (C) any  
Free Writing Prospectus required to be filed pursuant to Section III.B.(e)(C)   
shall, if no payment has been made or consideration has been given by or on     
behalf of the Company for the Free Writing Prospectus or its dissemination, be  
filed by the Company with the Commission not later than four business days after
the Company becomes aware of the publication, radio or television broadcast or  
other dissemination of the Free Writing Prospectus.                             

            (g) Each Underwriter shall file with the Commission any Free Writing
Prospectus that is used or referred to by it and distributed by or on behalf of 
any Underwriter in a manner reasonably designed to lead to its broad,           
unrestricted dissemination not later than the date of the first use of such Free
Writing Prospectus. Notwithstanding the foregoing, each Underwriter shall file  
with the Commission any Free Writing Prospectus for which such Underwriter or   
any person acting on its behalf provided, authorized or approved information    
that is prepared and published or disseminated by a person unaffiliated with the
Company or any other offering participant that is in the business of publishing,
radio or television broadcasting or otherwise disseminating written             
communications and for which no payment was made or consideration given by or on
behalf of the Company or any other offering participant, not later than four    
business days after such Underwriter becomes aware of the publication, radio or 
television broadcast or other dissemination of the Free Writing Prospectus.     

    (h) Notwithstanding the provisions of Sections III.B.(e) and
III.B.(g), neither the Company nor the Underwriters shall be required to file   
any Free Writing Prospectus that does not contain substantive changes from or   
additions to a Free Writing Prospectus previously filed with the Commission, and
the Underwriters shall not be required to file any Free Writing Prospectus to   
the extent that the information contained therein is included in a prospectus or
Free Writing Prospectus previously filed that relates to the offering of the    
Offered Certificates.                                                           

     (i) The Company and the Underwriters each agree that any Free
Writing Prospectuses prepared by it shall contain the following legend, or      
substantially equivalent legend that complies with Rule 433 of the Securities   
Act:                                                                            

     The depositor has filed a registration statement (including a prospectus)
 with the SEC (SEC file no. 333-130694) for the offering to which this
    communication relates. Before you invest, you should read the prospectus
      in that registration statement and other documents the depositor has filed
with the SEC for more complete information about the issuer and this
   offering. You may get these documents for free by visiting EDGAR on the
SEC web site at www.sec.gov. Alternatively, the depositor or any    
   underwriter or any dealer participating in the offering will arrange to
send you the prospectus if you request it by calling toll-free      
1-866-718-1649.                                                     

            (j) In the event that the Company becomes aware that, as of the Time
of Sale, any Issuer Free Writing Prospectus contains any untrue statement of a  
material fact or omits to state a material fact necessary in order to make the  
statements contained therein (when read in conjunction with the Time of Sale    
Information), in light of the circumstances under which they were made, not     
misleading (a "Defective Issuer Free Writing Prospectus"), the Company shall    
notify the Underwriters thereof within one business day after discovery and the 
Company shall, if requested by the Underwriters, prepare and deliver to the     
Underwriter a Free Writing Prospectus that corrects the material misstatement or
omission in the Defective Issuer Free Writing Prospectus (such corrected Issuer 
Free Writing Prospectus, a "Corrected Issuer Free Writing Prospectus").         

           (k) In the event that the Underwriters become aware that, as of the
Time of Sale, any Underwriter Free Writing Prospectus delivered to an investor  
in any Certificates contained any untrue statement of a material fact or omitted
to state a material fact necessary in order to make the statements contained    
therein (when read in conjunction with the Time of Sale Information), in light  
of the circumstances under which they were made, not misleading, when considered
in conjunction with the Time of Sale Information (together with a Defective     
Issuer Free Writing Prospectus, a "Defective Free Writing Prospectus"), the     
Underwriters shall notify the Company thereof within one business day after     
discovery.                                                                      

(l) The Underwriters shall, if requested by the Company:

       (i) if the Defective Free Writing Prospectus was an
  Underwriter Free Writing Prospectus, prepare a Free Writing Prospectus
      which corrects the material misstatement in or omission from the Defective
  Free Writing Prospectus (together with a Corrected Issuer Free Writing
Prospectus, a "Corrected Free Writing Prospectus");                 

              (ii) deliver the Corrected Free Writing Prospectus to each
  investor which received the Defective Free Writing Prospectus prior to
entering into a contract of sale with such investor;                

              (iii) notify such investor in a prominent fashion that the
    prior contract of sale with the investor has been terminated, and of the
investor's rights as a result of termination of such agreement;     

     (iv) provide such investor with an opportunity to
      affirmatively agree to purchase the Certificates on the terms described in
the Corrected Free Writing Prospectus; and                          

                 (v) comply with any other requirements for reformation of the
 original contract of sale with such investor, as described in Section
IV.A.2.c of the Commission's Securities Offering Reform Release No. 
33-8591.                                                            

          (m) In the event that the Defective Free Writing Prospectus was an
Issuer Free Writing Prospectus, and the Underwriters shall in good faith incur  
any costs to an investor in connection with the reformation of the contract of  
sale with the investor, the Company agrees to reimburse the Underwriters for    
such costs; provided that, before incurring such costs, the Underwriters first  
permit the Company access to the applicable investor and an opportunity to      
attempt to mitigate such costs through direct negotiation with such investor.   

           (n) The Underwriters covenant with the Company that after the final
Prospectus is available the Underwriters shall not distribute any written       
information concerning the Offered Certificates that contains Issuer Information
to a prospective purchaser of Offered Certificates unless such information is   
preceded or accompanied by the final Prospectus.                                

            C. Each Underwriter represents and warrants to, and agrees with, the
Company, that:                                                                  

          (a) In relation to each Member State of the European Economic Area
which has implemented the Prospectus Directive (each, a "Relevant Member        
State"), such Underwriter has not made and will not make an offer of            
Certificates to the public in that Relevant Member State prior to the           
publication of a prospectus in relation to the Offered Certificates which has   
been approved by the competent authority in that Relevant Member State or, where
appropriate, approved in another Relevant Member State and notified to the      
competent authority in that Relevant Member State, all in accordance with the   
Prospectus Directive, except that it may, with effect from and including the    
relevant implementation date, make an offer of Certificates to the public in    
that Relevant Member State at any time:                                         

              (A) to legal entities which are authorized or regulated to
    operate in the financial markets or, if not so authorized or
 regulated, whose corporate purpose is solely to invest in
securities;                                             

           (B) to any legal entity which has two or more of (1) an
         average of at least 250 employees during the last financial year;
          (2) a total balance sheet of more than (euro)43,000,000 and (3) an
          annual net turnover of more than (euro)50,000,000, as shown in its
last annual or consolidated accounts; or                

           (C) in any other circumstances which do not require the
          publication by the issuer of a prospectus pursuant to Article 3 of
the Prospectus Directive.                               

       For the purposes of this provision, the expression an "offer of
Certificates to the public" in relation to any certificates in any Relevant     
Member State means the communication in any form and by any means of sufficient 
information on the terms of the offer and the Certificates to be offered so as  
to enable an investor to decide to purchase or subscribe the Certificates, as   
the same may be varied in that Member State by any measure implementing the     
Prospectus Directive in that Member State and the expression "Prospectus        
Directive" means the European Commission Directive 2003/71/EC and includes any  
relevant implementing measure in each Relevant Member State.                    

  (b) Such Underwriter has only communicated or caused to be
communicated and will only communicate or cause to be communicated an invitation
or inducement to engage in investment activity (within the meaning of Section 21
of the United Kingdom Financial Services and Markets Act 2000 (the "FSMA"))     
received by it in connection with the issue or sale of the Certificates in      
circumstances in which Section 21(1) of the FSMA does not apply to the issuer.  

  (c) Such Underwriter has complied and will comply with all
applicable provisions of the FSMA with respect to anything done by it in        
relation to the Certificates in, from or otherwise involving the United Kingdom.

IV. 

          Payment for the Offered Certificates shall be made to the order of
the Company in immediately available funds at the office of Morgan Stanley & Co.
Incorporated, 1585 Broadway, New York, New York 10036, at 10:00 A.M., local     
time, on September 27, 2006, or at such other time or place on the same or such 
other date, not later than five business days after the date of this Agreement, 
or as may be agreed to by the Company and Morgan Stanley & Co. Incorporated.    
Payment for the Offered Certificates shall be made upon delivery to the         
Underwriters of the Offered Certificates registered in such names and in such   
denominations as the Underwriters shall request in writing not less than two    
full business days prior to the date of delivery. The time and date of such     
payment and delivery with respect to the Offered Certificates are herein        
referred to as the "Closing Date."                                              

V.

        The obligations of the Underwriters hereunder are subject to the
following conditions:                                                           

         A. Subsequent to the execution and delivery of this Agreement and
prior to the Closing Date:                                                      

                (i) there shall not have occurred any downgrading, nor shall
   any notice have been given of any intended or potential downgrading, or
     any review for a possible change, that does not indicate the direction of
the possible change, in the rating accorded any of the Company's    
      securities by any "nationally recognized statistical rating organization,"
as such term is defined for purposes of Rule 436(g)(2) under the    
Securities Act;                                                     

         (ii) there shall not have occurred any change, or any
      development involving a prospective 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,
      that in the judgment of the Underwriters, is material and adverse and that
      makes it, in the judgment of the Underwriters, impracticable to market the
   Offered Certificates on the terms and in the manner contemplated in the
Prospectus; and                                                     

                  (iii) the Underwriters shall have received on the Closing Date
    a certificate, dated the Closing Date and signed by an executive officer
  of the Company, to the effect set forth in clause (i) above and to the
      effect that the representations and warranties of the Company contained in
   this Agreement are true and correct as of the Closing Date and that the
    Company has complied with all of the agreements and satisfied all of the
conditions on its part to be performed or satisfied on or before the
Closing Date.                                                       

The officer signing and delivering such certificate may rely upon the best of   
his knowledge as to proceedings threatened.                                     

          B. The Underwriters shall have received on the Closing Date one or
more opinions of counsel for the Company, dated the Closing Date, to the effect 
set forth in Exhibit A.                                                         

      C. The Underwriters shall have received on the Closing Date an
opinion of counsel to the Underwriters in form and substance acceptable to the  
Underwriters.                                                                   

      D. The Underwriters shall have received on the Closing Date an
opinion of counsel to each Servicer in form and substance acceptable to the     
Underwriters.                                                                   

      E. The Underwriters shall have received on the Closing Date an
opinion of counsel to the Trustee in form and substance acceptable to the       
Underwriters.                                                                   

      F. The Underwriters shall have received on the Closing Date an
opinion of counsel to each Responsible Party in form and substance acceptable to
the Underwriters.                                                               

      G. The Underwriters shall have received on the Closing Date an
opinion of counsel to the Custodian in form and substance acceptable to the     
Underwriters.                                                                   

      H. The Underwriters shall have received on the Closing Date an
opinion of counsel to the Company with respect to certain matters relating to   
the transfer of the Mortgage Loans to the Depositor and from the Depositor to   
the Trustee, and such counsel shall have consented to reliance on such opinion  
by the Rating Agencies as though such opinion had been addressed to them.       

            I. The Offered Certificates will be rated not lower than the ratings
set forth in the Prospectus Supplement under the heading "Ratings".             

            J. The Underwriters shall have received on the Closing Date a letter
of Ernst & Young, dated the date of this Agreement in form and substance        
satisfactory to the Underwriters, regarding certain specified procedures        
performed thereby with respect to information set forth in the Prospectus.      

VI. 

      In further consideration of the agreements of the Underwriters
contained in this Agreement, the Company covenants as follows:                  

            A. To furnish the Underwriters, without charge, a signed copy of the
Registration Statement and any amendments thereto, including exhibits, and each 
Issuer Free Writing Prospectus and, during the period mentioned in paragraph (C)
below, as many copies of the Prospectus and each Issuer Free Writing Prospectus 
and any supplements and amendments thereto as each Underwriter may reasonably   
request.                                                                        

          B. Subject to the other provisions of this Section VI, the Company
will cause the Issuer Free Writing Prospectus to be transmitted for filing      
pursuant to Rule 433 under the Securities Act by means reasonably calculated to 
result in filing with the Commission pursuant to said rule.                     

    C. If, during such period after the first date of the public
offering of the Offered Certificates, as in the opinion of counsel for the      
Underwriters, the Prospectus is required by law to be delivered in connection   
with sales by the Underwriters, any event shall occur or condition exist as a   
result of which it is necessary to amend or supplement the Prospectus in order  
to make the statements therein, in the light of the circumstances when the      
Prospectus is delivered to an investor in the Offered Certificates, not         
misleading, or if it is necessary to amend or supplement the Prospectus to      
comply with law, forthwith to prepare and furnish, at its own expense, to the   
Underwriters, either amendments or supplements to the Prospectus so that the    
statements in the Prospectus as so amended or supplemented will not, in the     
light of the circumstances when the Prospectus is delivered to a purchaser, be  
misleading or so that the Prospectus will comply with law.                      

        D. To endeavor to qualify the Offered Certificates for offer and
sale under the securities or Blue Sky laws of such jurisdictions as the         
Underwriters shall reasonably request and to pay all expenses (including fees   
and disbursements of counsel) in connection with such qualification and in      
connection with the determination of the eligibility of the Offered Certificates
for investment under the laws of such jurisdictions as the Underwriters may     
designate.                                                                      

       E. If required, subject to Section III, to file any Issuer Free
Writing Prospectus to the extent required by Rule 433 under the Securities Act. 
The Company will advise the Underwriters promptly of any such filing pursuant to
Rule 433.                                                                       

VII.

          The Company agrees to indemnify and hold harmless each Underwriter
and each person, if any, who controls each Underwriter within the meaning of    
either Section 15 of the Securities Act or Section 20 of the Exchange Act, from 
and against any and all losses, claims, damages and liabilities caused by (A)   
any untrue statement or alleged untrue statement of a material fact contained in
the Registration Statement or the Prospectus (if used within the period set     
forth in paragraph C. of Article VI and as amended or supplemented if the       
Company shall have furnished any amendments or supplements thereto), or caused  
by any omission or alleged omission to state therein a material fact required to
be stated therein or necessary to make the statements therein not misleading, or
(B) any untrue statement or alleged untrue statement of a material fact         
contained in any Issuer Free Writing Prospectus or any Issuer Information       
contained in any Underwriter Free Writing Prospectus, or any omission or alleged
omission to state therein a material fact required to be stated therein or      
necessary to make the statements therein not misleading, which was not corrected
by Corrective Information subsequently supplied by the Company to the           
Underwriters within a reasonable period of time prior to the Time of Sale, or   
(C) any breach of the representation and warranty in Section I.A.(n), in each   
case except insofar as such losses, claims, damages or liabilities are caused by
any such untrue statement or omission or alleged untrue statement or omission as
to which the Underwriters have agreed to indemnify the Company pursuant to the  
immediately succeeding paragraph.                                               

            Each Underwriter agrees, severally and not jointly, to indemnify and
hold harmless the Company and its directors and officers who sign the           
Registration Statement and any person controlling the Company within the meaning
of either Section 15 of the Securities Act or Section 20 of the Exchange Act, to
the same extent as the foregoing indemnity from the Company to the Underwriters,
but only with reference to (i) any untrue statements or alleged untrue          
statements of a material fact, or omissions or alleged omissions to state a     
material fact necessary to make the statements therein, in the light of the     
circumstances under which they were made, not misleading, in the Underwriter    
Statements furnished to the Company by such Underwriter and (ii) any untrue     
statements or alleged untrue statements of a material fact furnished by such    
Underwriter for use in any Underwriter Free Writing Prospectus, or omissions or 
alleged omissions to state a material fact necessary to make the statements     
therein (when read in conjunction with the Time of Sale Information), in the    
light of the circumstances under which they were made, not misleading; provided,
that such Underwriter shall not be obligated to so indemnify and hold harmless  
(A) to the extent such loss, liability, claim, damage or expense is caused by a 
misstatement or omission resulting from an error or omission in the Issuer      
Information which was not corrected by Corrective Information subsequently      
supplied by the Company to the Underwriters within a reasonable period of time  
prior to the Time of Sale or (B) with respect to information that is also       
contained in the Time of Sale Information.                                      

         In case any proceeding (including any governmental investigation)
shall be instituted involving any person in respect of which indemnity may be   
sought pursuant to either of the two preceding paragraphs, such person (the     
"indemnified party") shall promptly notify the person against whom such         
indemnity may be sought (the "indemnifying party") in writing and the           
indemnifying party, upon request of the indemnified party, shall retain counsel 
reasonably satisfactory to the indemnified party to represent the indemnified   
party and any others the indemnifying party may designate in such proceeding and
shall pay the fees and disbursements of such counsel related to such proceeding.
In any such proceeding, any indemnified party shall have the right to retain its
own counsel, but the fees and expenses of such counsel shall be at the expense  
of such indemnified party unless (i) the indemnifying party and the indemnified 
party shall have mutually agreed to the retention of such counsel or (ii) the   
named parties to any such proceeding (including any impleaded parties) include  
both the indemnifying party and the indemnified party and representation of both
parties by the same counsel would be inappropriate due to actual or potential   
differing interests between them. It is understood that the indemnifying party  
shall not, in respect of the legal expenses of any indemnified party, in        
connection with any proceeding or related proceedings in the same jurisdiction, 
be liable for the fees and expenses of more than one separate firm (in addition 
to any local counsel) for all such indemnified parties and that all such fees   
and expenses shall be reimbursed as they are incurred. Such firm shall be       
designated in writing by the Underwriters in the case of parties indemnified    
pursuant to the first paragraph of this Section VII and by the Company in the   
case of parties indemnified pursuant to the second paragraph of this Section    
VII. The indemnifying party shall not be liable for any settlement of any       
proceeding effected without its written consent, but if settled with such       
consent or if there be a final judgment for the plaintiff, the indemnifying     
party agrees to indemnify the indemnified party from and against any loss or    
liability by reason of such settlement or judgment. Notwithstanding the         
foregoing sentence, if at any time an indemnified party shall have requested an 
indemnifying party to reimburse the indemnified party for fees and expenses of  
counsel as contemplated by the third sentence of this paragraph, the            
indemnifying party agrees that it shall be liable for any settlement of any     
proceeding effected without its written consent if (i) such settlement is       
entered into more than 30 days after receipt by such indemnifying party of the  
aforesaid request and (ii) such indemnifying party shall not have reimbursed the
indemnified party in accordance with such request prior to the date of such     
settlement. No indemnifying party shall, without the prior written consent of   
the indemnified party, effect any settlement of any pending or threatened       
proceeding in respect of which any indemnified party is or could have been a    
party and indemnity could have been sought hereunder by such indemnified party, 
unless such settlement includes an unconditional release of such indemnified    
party from all liability on claims that are the subject matter of such          
proceeding.                                                                     

          To the extent the indemnification provided for in this Section VII
is unavailable to an indemnified party under the first or second paragraph of   
this Section VII or is insufficient in respect of any losses, claims, damages or
liabilities referred to therein, then each indemnifying party, in lieu of       
indemnifying such indemnified party, shall contribute to the amount paid or     
payable by such indemnified party as a result of such losses, claims, damages or
liabilities (i) in such proportion as is appropriate to reflect the relative    
benefits received by the Company on the one hand, and the Underwriters on the   
other, from the offering of the Offered Certificates or (ii) if the allocation  
provided by clause (i) above is not permitted by applicable law, in such        
proportion as is appropriate to reflect not only the relative benefits referred 
to in clause (i) above but also the relative fault of the Company on the one    
hand, and of the Underwriters on the other, in connection with the statements or
omissions which resulted in such losses, claims, damages or liabilities, as well
as any other relevant equitable considerations. The relative benefits received  
by the Company on the one hand, and the Underwriters on the other, in connection
with the offering of the Offered Certificates shall be deemed to be in the same 
proportions that the total net proceeds from the offering of the Offered        
Certificates (before deducting expenses) received by the Company and the total  
underwriting discounts and commissions received by the Underwriters in respect  
thereof respectively, bear to the aggregate public offering price of the Offered
Certificates. The relative fault of the Company on the one hand, and of the     
Underwriters on the other, shall be determined by reference to, among other     
things, whether the untrue or alleged untrue statement of a material fact or the
omission or alleged omission to state a material fact relates to information    
supplied by the Company or by the Underwriters and the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent such     
statement or omission.                                                          

            The Company and the Underwriters agree that it would not be just and
equitable if contribution pursuant to this Section VII were determined by pro   
rata allocation or by any other method of allocation that does not take account 
of the considerations referred to in the immediately preceding paragraph. The   
amount paid or payable by an indemnified party as a result of the losses,       
claims, damages and liabilities referred to in the immediately preceding        
paragraph shall be deemed to include, subject to the limitations set forth      
above, any legal or other expenses reasonably incurred by such indemnified party
in connection with investigating or defending any such action or claim.         
Notwithstanding the provisions of this Section VII, no Underwriter shall be     
required to contribute any amount in excess of the amount by which the total    
underwriting discounts and commissions received by such Underwriter in          
connection with the Offered Certificates underwritten and distributed to the    
public by such Underwriter exceeds the amount of any damages that such          
Underwriter has otherwise been required to pay by reason of such untrue or      
alleged untrue statement or omission or alleged omission. No person guilty of   
fraudulent misrepresentation (within the meaning of Section 11(f) of the        
Securities Act) shall be entitled to contribution from any person who was not   
guilty of such fraudulent misrepresentation.                                    

           The indemnity and contribution agreements contained in this Section
VII and the representations and warranties of the Company in this Agreement     
shall remain operative and in full force and effect regardless of (i) any       
termination of this Agreement, (ii) any investigation made by or on behalf of an
Underwriter or any person controlling an Underwriter or by or on behalf of the  
Company, its directors or officers or any person controlling the Company and    
(iii) acceptance of any payment for any of the Offered Certificates.            

VIII. 

           This Agreement shall be subject to termination in the Underwriters'
absolute discretion, by notice given to the Company, if (a) after the execution 
and delivery of this Agreement and prior to the Closing Date: (i) trading       
generally shall have been suspended or materially limited on or by, as the case 
may be, any of the New York Stock Exchange, the American Stock Exchange, the    
National Association of Securities Dealers, Inc., the Chicago Board of Options  
Exchange, the Chicago Mercantile Exchange or the Chicago Board of Trade, (ii)   
trading of any securities of the Company shall have been suspended on any       
exchange or in any over-the-counter market, (iii) a general moratorium on       
commercial banking activities in New York shall have been declared by either    
Federal or New York State authorities, or (iv) there shall have occurred any    
outbreak or escalation of hostilities or any change in financial markets or any 
calamity or crisis that, in the judgment of the Underwriters, is material and   
adverse and (b) in the case of any of the events specified in clauses (a)(i)    
through (iv), such event singly or together with any other such event makes it, 
in the judgment of the Underwriters, impracticable to market the Offered        
Certificates on the terms and in the manner contemplated in the Time of Sale    
Information and the Prospectus.                                                 

IX. 

            If this Agreement shall be terminated by the Underwriters because of
any failure or refusal on the part of the Company to comply with the terms or to
fulfill any of the conditions of this Agreement, or if for any reason the       
Company shall be unable to perform its obligations under this Agreement, the    
Company will reimburse the Underwriters for all out-of-pocket expenses          
(including the fees and disbursements of its counsel) reasonably incurred by the
Underwriters in connection with the Offered Certificates.                       

           All communications hereunder shall be in writing and effective only
upon receipt and, if sent to the Company or Morgan Stanley & Co. Incorporated,  
will be mailed, hand delivered, couriered or sent by facsimile transmission to  
it at 1585 Broadway, New York, NY 10036, Attention: Securitized Products Group, 
with a copy to 1585 Broadway, 38th Floor, New York, New York 10036, Attention:  
James Y. Lee, or, if sent to Countrywide Securities Corporation, will be mailed,
hand delivered, couriered or sent by facsimile transmission and confirmed to it 
at Countrywide Securities Corporation, 4500 Park Granada, Calabasas, CA 91302,  
Attention: Michael Schloessman.                                                 

           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.                                       

[SIGNATURE PAGE FOLLOWS]

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            This Agreement shall be governed by and construed in accordance with
the laws of the State of New York.                                              

               Very truly yours,

                               MORGAN STANLEY ABS CAPITAL I INC.

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

Accepted and agreed to by:                                                      

MORGAN STANLEY & CO. INCORPORATED                                               

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

COUNTRYWIDE SECURITIES CORPORATION                                              

By: /s/ Michael Schloessmann                                                    
-------------------------------                                           
Name: Michael Schloessmann                                                
Title: Managing Director                                                  

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SCHEDULE A

Original            
Class             
   Certificate    Pass-Through
Class         Balance          Rate             
------------    --------------  -----------             
Class A-1        $324,649,000    Variable               
Class A-2fpt     $250,000,000    Variable               
Class A-2a       $223,540,000    Variable               
Class A-2b       $69,010,000     Variable               
Class A-2c       $174,080,000    Variable               
Class A-2d       $111,086,000    Variable               
Class M-1        $64,020,000     Variable               
Class M-2        $62,549,000     Variable               
Class M-3        $22,812,000     Variable               
Class M-4        $30,906,000     Variable               
Class M-5        $23,548,000     Variable               
Class M-6        $21,340,000     Variable               
Class B-1        $21,340,000     Variable               
Class B-2        $12,510,000     Variable               
Class B-3        $17,661,000     Variable               

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SCHEDULE B

 Free Writing Prospectuses

Free Writing Prospectus, dated September 8, 2006

 Free Writing Prospectus, dated September 21, 2006

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 EXHIBIT A

OPINIONS OF CADWALADER, WICKERSHAM & TAFT LLP,
 COUNSEL FOR THE COMPANY

(Previously filed with the Commission)

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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
For Period End:	9/27/06	2		8-K
	9/21/06	2	5	FWP
	9/8/06	5		FWP
	9/7/06	2
	9/1/06	2
	8/3/06	2
				List all Filings

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Filing Submission 0000914121-06-003183 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Morgan Stanley ABS Capital I Inc. Trust 2006-HE6 – ‘8-K’ for 9/27/06 – EX-1

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

Previous ‘8-K’: ‘8-K’ on / for 9/27/06 · Next & Latest: ‘8-K’ on 12/12/06 for 9/27/06

Current Report — Form 8-KFiling Table of Contents

EX-1 — Underwriting Agreement

Dates Referenced Herein and Documents Incorporated by Reference

Current Report — Form 8-K
Filing Table of Contents