EXHIBIT 1
MORGAN STANLEY ABS CAPITAL I INC.
MORTGAGE PASS-THROUGH CERTIFICATES
Series 2006-HE8
UNDERWRITING AGREEMENT
<PAGE>
New York, New York
November 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-HE8 Mortgage
Pass-Through
Certificates, Series 2006-HE8 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"), New Century Mortgage Corporation ("New Century"), as
a servicer,
Countrywide Home Loans Servicing LP ("Countrywide"), as a servicer,
Saxon
Mortgage Services, Inc., as a servicer (together with New Century
and
Countrywide, the "Servicers"), Wells Fargo Bank, National
Association ("Wells
Fargo"), as master servicer, securities administrator and a
custodian, NC
Capital Corporation ("NC Capital"), as a responsible party, WMC
Mortgage Corp.
("WMC"), as a responsible party, Decision One Mortgage Company,
LLC, as a
responsible party (together with NC Capital and WMC, the
"Responsible Parties"),
LaSalle Bank National Association, as a custodian, (together with
Wells Fargo in
its capacity as a custodian, the "Custodians") 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-HE8, 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 ABS Capital I Inc. Trust 2006-HE8 Free Writing Prospectus,
dated
November 15, 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(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 99.70% 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
Commiss
