Exhibit 1
MORGAN STANLEY ABS CAPITAL I INC.
MORGAN STANLEY IXIS REAL ESTATE CAPITAL TRUST 2006-2
MORTGAGE PASS-THROUGH CERTIFICATES
Series 2006-2
UNDERWRITING AGREEMENT
<PAGE>
New York, New York
November 21, 2006
Morgan Stanley & Co. Incorporated
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
("MS&Co." and
together with IXIS Securities North America Inc., the
"Underwriters"), Morgan
Stanley IXIS Real Estate Capital Trust 2006-2 Mortgage
Pass-Through
Certificates, Series 2006-2 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 November 1, 2006 (the "Pooling
and Servicing
Agreement") among Morgan Stanley ABS Capital I Inc., as depositor
(the
"Depositor"), IXIS Real Estate Capital Inc., as a sponsor ("IXIS
RE"), Saxon
Mortgage Services, Inc., as a servicer ("Saxon"), Countrywide Home
Loans
Servicing LP, as a servicer, (together with Saxon, the
"Servicers"), First NLC
Financial Services, LLC, as a responsible party (the "Responsible
Party") and
Deutsche Bank National Trust Company, as trustee (the "Trustee").
In addition to
the Offered Certificates, the Depositor will authorize for issuance
the Mortgage
Pass-Through Certificates, Series 2006-2, Class X, Class P Class R
and Class RX
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 IXIS Real Estate Capital Trust 2006-2 Free Writing
Prospectus, dated
November 2, 2006, the Company's Prospectus, dated September 21,
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.A(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 MS&Co. 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.
(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. 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
