FWP 1 file1.htm


                                                                  MORGAN STANLEY

--------------------------------------------------------------------------------
IMPORTANT INFORMATION AND IRS CIRCULAR 230 NOTICE

This material has been prepared for information purposes to support the
promotion or marketing of the transaction or matters addressed herein. This is
not a research report and was not prepared by the Morgan Stanley research
department. It was prepared by Morgan Stanley sales, trading, banking or other
non-research personnel. This material was not intended or written to be used,
and it cannot be used by any taxpayer, for the purpose of avoiding penalties
that may be imposed on the taxpayer under U.S. federal tax laws. Each taxpayer
should seek advice based on the taxpayer's particular circumstances from an
independent tax advisor. Past performance is not necessarily a guide to future
performance. Please see additional important information and qualifications at
the end of this material.

STATEMENT REGARDING THIS FREE WRITING PROSPECTUS

The depositor has filed a registration statement (including a prospectus) with
the SEC 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 depositor, issuing trust 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.

IMPORTANT NOTICE RELATING TO AUTOMATICALLY GENERATED EMAIL DISCLAIMERS

Any legends, disclaimers or other notices that may appear at the bottom of the
email communication to which this material is attached are not applicable to
these materials and should be disregarded. Such legends, disclaimers or other
notices have been automatically generated as a result of these materials having
been sent via Bloomberg or another email system.


--------------------------------------------------------------------------------





                                                                                                                      MORGAN STANLEY
------------------------------------------------------------------------------------------------------------------------------------
10/27/2006 13:55:12 CARVE Version 78.0 /u/sperbere/DEAL/HQ10/061027/hq10.061027.carve

MSCI  MSCI  SERIES **2006-HQ10 ** FITCH/MOODYS  CLASS A3
------------------------------------------------------------------------------------------------------------------------------------

Class             A3             Settlement Date     11/09/2006  Coupon           5.48800               Cusip             N/A
Original Balance  62,900,000.00  Dated Date          11/01/2006  Delay            11                    Yield Table Date  10/27/2006
Current Balance   62,900,000.00  First Payment Date  12/12/2006  Lead Manager     Morgan Stanley & Co.  Yield Frequency   SemiAnnual
Credit Rating     AAA/Aaa        Next Payment Date   12/12/2006  Orig Deal Size   1,491,010,944.00      Yield Day Count   30/360
Market Desc       N/A            Payment Freq        Monthly     Num of Tranches  30
Factor            1.00000000     Interest Freq       Monthly     Deal Age         0


PREPAY                        CPR 0   CPR 0   CPR 0     CPR 0   CPR 0
DEFAULT                               CDR 1   CDR 1.5   CDR 2   CDR 3
ADVANCES                              YES     YES       YES     YES
RECV MNTH                             12      12        12      12
RECV DISTR                            100 1   100 1     100 1   100 1
LOSSES                                0.35    0.35      0.35    0.35
----------------------------------------------------------------------
PRICE / YIELD
----------------------------------------------------------------------
                     100.5489  5.4294  5.3922  5.3796  5.3721  5.3658
----------------------------------------------------------------------
AVERAGE LIFE                     7.33    5.31    4.86    4.63    4.45
FIRST PRIN PER                     60      53      53      53      53
LAST PRIN PER                     110      80      69      61      56
PAYMENT WINDOW                     51      28      17       9       4
MOD DURATION @ 100.5489          5.87    4.50    4.17    3.99    3.86
USD SWAP SPREAD @ 100.5489         23      23      23      22      22

                                                                  Page 1 of 2

--------------------------------------------------------------------------------
This memorandum is based on information generally available to the public from
sources believed to be reliable. No representation is made that it is accurate
or complete. Certain assumptions may have been made in this analysis which have
resulted in any returns detailed herein. No representation is made that any
returns indicated will be achieved. Changes to the assumptions may have a
material impact on any returns detailed. Past performance is not necessarily
indicative of future returns. Price and availability are subject to change
without notice. The foregoing has been prepared solely for informational
purposes, and is not an offer to buy or sell or a solicitation of an offer to
buy or sell any security or instrument or to participate in any particular
trading strategy. Morgan Stanley & Co. Incorporated, Morgan Stanley & Co.
International Limited, Morgan Stanley Japan Ltd. and/or their affiliates may
have positions in, and effect transactions in securities and instruments of
issuers mentioned herein and may also provide or seek to provide significant
advice or investment services, including investment banking, for the issuers of
such securities and instruments. Additional information is available upon
request. To Our Readers Worldwide: In addition please note that this publication
has been issued by Morgan Stanley & Co. Incorporated and approved by Morgan
Stanley & Co. International Limited, a member of The Securities and Futures
Authority and Morgan Stanley Japan, Ltd. We recommend that investors obtain the
advice of their Morgan Stanley & Co. International limited or Morgan Stanley
Japan, Ltd. representative about the investments concerned. NOT FOR DISTRIBUTION
TO PRIVATE CUSTOMERS AS DEFINED BY THE U.K. SECURITIES AND FUTURES AUTHORITY.





                                                                                                                      MORGAN STANLEY
------------------------------------------------------------------------------------------------------------------------------------
10/27/2006 13:55:12 CARVE Version 78.0 /u/sperbere/DEAL/HQ10/061027/hq10.061027.carve

MSCI  MSCI  SERIES **2006-HQ10 ** FITCH/MOODYS  CLASS A4
------------------------------------------------------------------------------------------------------------------------------------

Class             A4              Settlement Date     11/09/2006  Coupon           5.49500              Cusip             N/A
Original Balance  760,249,000.00  Dated Date          11/01/2006  Delay            11                   Yield Table Date  10/27/2006
Current Balance   760,249,000.00  First Payment Date  12/12/2006  Lead Manager     Morgan Stanley & Co. Yield Frequency   SemiAnnual
Credit Rating     AAA/Aaa         Next Payment Date   12/12/2006  Orig Deal Size   1,491,010,944.00     Yield Day Count   30/360
Market Desc       N/A             Payment Freq        Monthly     Num of Tranches  30
Factor            1.00000000      Interest Freq       Monthly     Deal Age         0


PREPAY                        CPR 0   CPR 0   CPR 0     CPR 0   CPR 0
DEFAULT                               CDR 1   CDR 1.5   CDR 2   CDR 3
ADVANCES                              YES     YES       YES     YES
RECV MNTH                             12      12        12      12
RECV DISTR                            100 1   100 1     100 1   100 1
LOSSES                                0.35    0.35      0.35    0.35
----------------------------------------------------------------------
PRICE / YIELD
----------------------------------------------------------------------
                     100.5480  5.4614  5.4603  5.4593  5.4582  5.4557
----------------------------------------------------------------------
AVERAGE LIFE                     9.73    9.59    9.48    9.35    9.08
FIRST PRIN PER                    110      80      69      61      56
LAST PRIN PER                     119     119     119     119     119
PAYMENT WINDOW                     10      40      51      59      64
MOD DURATION @ 100.5480          7.37    7.29    7.21    7.13    6.96
USD SWAP SPREAD @ 100.5480         22      22      22      22      23


                                                                  Page 2 of 2

--------------------------------------------------------------------------------
This memorandum is based on information generally available to the public from
sources believed to be reliable. No representation is made that it is accurate
or complete. Certain assumptions may have been made in this analysis which have
resulted in any returns detailed herein. No representation is made that any
returns indicated will be achieved. Changes to the assumptions may have a
material impact on any returns detailed. Past performance is not necessarily
indicative of future returns. Price and availability are subject to change
without notice. The foregoing has been prepared solely for informational
purposes, and is not an offer to buy or sell or a solicitation of an offer to
buy or sell any security or instrument or to participate in any particular
trading strategy. Morgan Stanley & Co. Incorporated, Morgan Stanley & Co.
International Limited, Morgan Stanley Japan Ltd. and/or their affiliates may
have positions in, and effect transactions in securities and instruments of
issuers mentioned herein and may also provide or seek to provide significant
advice or investment services, including investment banking, for the issuers of
such securities and instruments. Additional information is available upon
request. To Our Readers Worldwide: In addition please note that this publication
has been issued by Morgan Stanley & Co. Incorporated and approved by Morgan
Stanley & Co. International Limited, a member of The Securities and Futures
Authority and Morgan Stanley Japan, Ltd. We recommend that investors obtain the
advice of their Morgan Stanley & Co. International limited or Morgan Stanley
Japan, Ltd. representative about the investments concerned. NOT FOR DISTRIBUTION
TO PRIVATE CUSTOMERS AS DEFINED BY THE U.K. SECURITIES AND FUTURES AUTHORITY.



                                                                  MORGAN STANLEY

This material was prepared by sales, trading, banking or other non-research
personnel of one of the following: Morgan Stanley & Co. Incorporated, Morgan
Stanley & Co. International Limited, Morgan Stanley Japan Limited and/or Morgan
Stanley Dean Witter Asia Limited (together with their affiliates, hereinafter
Morgan Stanley). This material was not produced by a Morgan Stanley research
analyst, although it may refer to a Morgan Stanley research analyst or research
report. Unless otherwise indicated, these views (if any) are the author's and
may differ from those of the Morgan Stanley fixed income or equity research
department or others in the firm.

This material may have been prepared by or in conjunction with Morgan Stanley
trading desks that may deal as principal in or own or act as market maker or
liquidity provider for the securities/instruments (or related derivatives)
mentioned herein. The trading desk may have accumulated a position in the
subject securities/instruments based on the information contained herein.
Trading desk materials are not independent of the proprietary interests of
Morgan Stanley, which may conflict with your interests. Morgan Stanley may also
perform or seek to perform investment banking services for the issuers of the
securities and instruments mentioned herein.

The information contained in this material is subject to change, completion or
amendment from time to time, and the information in this material supersedes
information in any other communication relating to the securities referred to in
this material.

This material is not a solicitation to participate in any trading strategy, and
is not an offer to sell any security or instrument or a solicitation of an offer
to buy or sell any security or instrument in any jurisdiction where the offer,
solicitation or sale is not permitted.

Unless otherwise set forth in this material, any securities referred to in this
material may not have been registered under the U.S. Securities Act of 1933, as
amended, and, if not, may not be offered or sold absent an exemption therefrom.
Recipients are required to comply with any legal or contractual restrictions on
their purchase, holding, sale, exercise of rights or performance of obligations
under any securities/instruments transaction.

The securities/instruments discussed in this material may not be suitable for
all investors. This material has been prepared and issued by Morgan Stanley for
distribution to market professionals and institutional investor clients only.
Other recipients should seek independent investment advice prior to making any
investment decision based on this material. This material does not provide
individually tailored investment advice or offer tax, regulatory, accounting or
legal advice. Prior to entering into any proposed transaction, recipients should
determine, in consultation with their own investment, legal, tax, regulatory and
accounting advisors, the economic risks and merits, as well as the legal, tax,
regulatory and accounting characteristics and consequences, of the transaction.
You should consider this material as only a single factor in making an
investment decision.

Options are not for everyone. Before purchasing or writing options, investors
should understand the nature and extent of their rights and obligations and be
aware of the risks involved, including the risks pertaining to the business and
financial condition of the issuer and the security/instrument. A secondary
market may not exist for these securities. For Morgan Stanley customers who are
purchasing or writing exchange-traded options, please review the publication
Characteristics and Risks of Standardized Options, which is available from your
account representative.

The value of and income from investments may vary because of changes in interest
rates, foreign exchange rates, default rates, prepayment rates,
securities/instruments prices, market indexes, operational or financial
conditions of companies or other factors. There may be time limitations on the
exercise of options or other rights in securities/instruments transactions. Past
performance is not necessarily a guide to future performance. Estimates of
future performance are based on assumptions that may not be realized. Actual
events may differ from those assumed and changes to any assumptions may have a
material impact on any projections or estimates. Other events not taken into
account may occur and may significantly affect the projections or estimates.
Certain assumptions may have been made for modeling purposes only to simplify
the presentation and/or calculation of any projections or estimates, and Morgan
Stanley does not represent that any such assumptions will reflect actual future
events. Accordingly, there can be no assurance that estimated returns or
projections will be realized or that actual returns or performance results will
not materially differ from those estimated herein. Some of the information
contained in this document may be aggregated data of transactions in securities
or other financial instruments executed by Morgan Stanley that has been compiled
so as not to identify the underlying transactions of any particular customer.

Notwithstanding anything herein to the contrary, Morgan Stanley and each
recipient hereof agree that they (and their employees, representatives, and
other agents) may disclose to any and all persons, without limitation of any
kind from the commencement of discussions, the U.S. federal and state income tax
treatment and tax structure of the transaction and all materials of any kind
(including opinions or other tax analyses) that are provided to it relating to
the tax treatment and tax structure. For this purpose, "tax structure" is
limited to facts relevant to the U.S. federal and state income tax treatment of
the transaction and does not include information relating to the identity of the
parties, their affiliates, agents or advisors.

In the UK, this communication is directed in the UK to those persons who are
market counterparties or intermediate customers (as defined in the UK Financial
Services Authority's rules). In Japan, this communication is directed to the
sophisticated institutional investors as defined under the Foreign Broker Dealer
Law of Japan and the ordinances thereunder. For additional information, research
reports and important disclosures see https://secure.ms.com/servlet/cls. The
trademarks and service marks contained herein are the property of their
respective owners.

This material may not be sold or redistributed without the prior written consent
of Morgan Stanley.

(c) 2005 Morgan Stanley