FWP 1 file1.htm


** MSC 2006-TOP23 ** $1.6Bn Fixed Rate CMBS Co-Lead Bookrunning Managers: Morgan
Stanley, Bear Stearns Rating Agencies: S&P, Fitch


Structure:
 CL SIZE($MM) S&P/FITCH   C/E    A/L   PX LEV COUPON  PRICE    YIELD
CUSIP
 A1   94.2    AAA/AAA   27.000%  3.39  S+5    5.682  100.2475  5.6079
61749MAR0
 A2  151.8    AAA/AAA   27.000%  4.72  S+13   5.914  100.5495  5.7058
61749MAS8
 A3   43.6    AAA/AAA   27.000%  6.83  S+22   5.980  100.5471  5.8332
61749MAT6
 AAB  76.3    AAA/AAA   27.000%  7.20  S+21   5.970  100.5467  5.8295
61749MAU3
 A4  812.1    AAA/AAA   27.000%  9.74  S+23   5.983  100.4685  5.8876
61749MAV1
 AM  161.4    AAA/AAA   17.000%  9.92  S+27   5.983  100.1764  5.9301
61749MAW9
 AJ  113.0    AAA/AAA   10.000%  9.95  S+30   5.983   99.9548  5.9605
61749MAX7
*B    32.3    AA/AA      8.000% 10.03  S+33   5.983   99.7305  5.9918
61749MAB5
*C    16.1    AA-/AA-    7.000% 10.03  S+35   5.983   99.5833  6.0118
61749MAC3
*D    26.2    A/A        5.375% 10.03  S+42   5.983   99.0704  6.0818
61749MAD1
*E    14.1    A-/A-      4.500% 10.03  S+50   5.983   98.4882  6.1618
61749MAE9
*F    12.1    BBB+/BBB+  3.750% 10.84  S+65   5.983   97.2777  6.3278
61749MAF6
*G    14.1    BBB/BBB    2.875% 11.86  S+75   5.983   96.3687  6.4392
61749MAG4
*H    10.1    BBB-/BBB-  2.250% 12.32  S+105  5.983   93.8801  6.7437
61749MAH2

*  Subject to rule 144A

DETAILS:
 - The Coupon for Classes A2 through H are Initial Only
 - Settlement:  8/3/06
 - First Payment Date:  9/12/06
 - Rated Final Distribution Date:  August 2041



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