FWP 1 file1.htm



**MSC 2006-HQ9 **  $2.6Bn Fixed Rate CMBS Sole Lead Bookrunning Manager:  Morgan
Stanley Co-Lead Mananger: LaSalle
Co-Managers:  Merrill Lynch, RBS Greenwich Capital Rating Agencies:  Fitch, S&P


Structure:
 CL    SIZE($MM) FITCH/S&P    C/E     A/L    PRIN WIN   LAUNCH STATUS
 A1     104.3    AAA/AAA    30.000%   3.39     1-58     S+6
SUBJECT
 A2      92.9    AAA/AAA    30.000%   5.29    58-67     S+14
SUBJECT
 A3     215.0    AAA/AAA    30.000%   6.82    82-82     S+24
SUBJECT
 AAB     84.6    AAA/AAA    30.000%   7.49    67-109    S+21-22
SUBJECT
 A4     784.2    AAA/AAA    30.000%   9.72   109-118    S+24
SUBJECT
 A4FL   350.0    AAA/AAA    30.000%   9.72   109-118    N/A
SUBJECT
 AM     256.5    AAA/AAA    20.000%   9.90   119-119    S+28
SUBJECT
 AJ     202.0    AAA/AAA    12.125%   9.90   119-119    S+30
SUBJECT
 B       19.2    AA+/AA+    11.375%   9.90   119-119    S+34
SUBJECT
 C       35.3    AA/AA      10.000%   9.90   119-119    S+35
SUBJECT
 D       28.9    AA-/AA-     8.875%   9.94   119-120    S+37
SUBJECT
 E       22.4    A+/A+       8.000%   9.99   120-120    S+41
SUBJECT
 F       25.7    A/A         7.000%   9.99   120-120    S+43
SUBJECT
*G       25.7    A-/A-       6.000%   9.99   120-120    S+50
SUBJECT
*H       28.9    BBB+/BBB+   4.875%   9.99   120-120    S+70
SUBJECT
*J       32.1    BBB/BBB     3.625%   9.99   120-120    S+83
SUBJECT
*K       25.7    BBB-/BBB-   2.625%   9.99   120-120    S+105-110
SUBJECT
*X     2565.2**  AAA/AAA          ~ 46 MM Proceeds      T+125A
A1A     164.7    AAA/AAA         *** NOT OFFERED ***

* Subject to rule 144A
** Notional Balance


Expected Timing:
- Price:                      Later Today
- Settlement:                 Thursday, August 17


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Attached is a pre-pricing Free Writing Prospectus for HQ9 marked to show changes
from the printed Free Writing Prospectus dated July 26, 2006. The majority of
changes reflect the addition of a new floating rate class.

In addition, with respect to the information presented for Mortgage Loan Nos.
119-120 on Appendix II, the following information has been updated:

Loan No.  Orig. Balance  Cut-Off Balance  Monthly Payment (P&I) Balloon Balance
119       $3,969,000      $3,953,259      $29,335               $2,656,387
120       $5,831,000      $5,807,874      $43,098               $3,902,594

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STATEMENT REGARDING FREE WRITING PROSPECTUS

The depositor has filed a registration statement (including a prospectus) with
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