Common use of Foreclosure Property Clause in Contracts

Foreclosure Property. Seller is not selling any Mortgage Loan as part of a plan to transfer the underlying Mortgaged Property to Purchaser, and Seller does not know or, to Seller's knowledge, have reason to know that any Mortgage Loan will default. The representations in this paragraph 43 are being made solely for the purpose of determining whether the Mortgaged Property, if acquired by the Trust, would qualify as "foreclosure property" within the meaning of Section 860G(a)(8) of the Code, and may not be relied upon or used for any other purpose. Such representations shall not be construed as a guarantee to any degree that defaults or losses will not occur. EXHIBIT 3 PRICING FORMULATION MSCI 2006-TOP21 -------------------------------------------------------------------------------- ALLOCATION OF PROCEEDS Total Bond Proceeds $1,415,874,674 Less Expenses ($4,916,803) Net Proceeds $1,410,957,870 1,410,957,870 Less Purchase Price of BS Loans Discounted Value of BS Loans $ 644,724,553 Allocable Expense Amount for BS Loans ($1,744,890) -------------- Purchase Price of BS Loans $ 642,979,664 ($642,979,664) Less Purchase Price of WF Loans Discounted Value of WF Loans $ 271,761,223 Allocable Expense Amount for WF Loans ($1,182,585) -------------- Purchase Price of WF Loans $ 270,578,638 ($270,578,638) Less Purchase Price of PCF Loans Discounted Value of PCF Loans $ 163,354,946 Allocable Expense Amount for PCF Loans ($671,002) -------------- Purchase Price of PCF Loans $ 162,683,944 ($162,683,944) Less Purchase Price of MS Loans Discounted Value of MS Loans $ 337,608,789 Allocable Expense Amount for MS Loans ($1,318,327) -------------- Purchase Price of MS Loans $ 336,290,462 ($336,290,462) Remaining Proceeds ($1,574,837) BS Share of Remaining Proceeds ($716,331) WF Share of Remaining Proceeds ($301,930) PCF Share of Remaining Proceeds ($181,489) MS Share of Remaining Proceeds ($375,087) Total Proceeds Allocated to BS $ 642,263,332 Total Proceeds Allocated to WF $ 270,276,708 Total Proceeds Allocated to PCF $ 162,502,455 Total Proceeds Allocated to MS $ 335,915,375 EXHIBIT 4 BILL OF SALE

Foreclosure Property. Seller is not selling any Mortgage Loan as part of a plan to transfer the underlying Mortgaged Property to Purchaser, and Seller does not know or, to Seller's knowledge, have reason to know that any Mortgage Loan will default. The representations in this paragraph 43 are being made solely for the purpose of determining whether the Mortgaged Property, if acquired by the Trust, would qualify as "foreclosure property" within the meaning of Section 860G(a)(8) of the Code, and may not be relied upon or used for any other purpose. Such representations shall not be construed as a guarantee to any degree that defaults or losses will not occur. EXHIBIT 3 PRICING FORMULATION MSCI 2006-TOP21 -------------------------------------------------------------------------------- ALLOCATION OF PROCEEDS $1,415,874,674 Total Bond Proceeds $1,415,874,674 Less Expenses ($4,916,803) Net Proceeds $1,410,957,870 1,410,957,870 Less Purchase Price of BS Loans Discounted Value of BS Loans $ 644,724,553 Allocable Expense Amount for BS Loans ($1,744,890) -------------- Purchase Price of BS Loans $ 642,979,664 ($642,979,664) Less Purchase Price of WF Loans Discounted Value of WF Loans $ 271,761,223 Allocable Expense Amount for WF Loans ($1,182,585) -------------- Purchase Price of WF Loans $ 270,578,638 ($270,578,638) Less Purchase Price of PCF Loans Discounted Value of PCF Loans $ 163,354,946 Allocable Expense Amount for PCF Loans ($671,002) -------------- Purchase Price of PCF Loans $ 162,683,944 ($162,683,944) Less Purchase Price of MS Loans Discounted Value of MS Loans $ 337,608,789 Allocable Expense Amount for MS Loans ($1,318,327) -------------- Purchase Price of MS Loans $ 336,290,462 ($336,290,462) Remaining Proceeds ($1,574,837) BS Share of Remaining Proceeds ($716,331) WF Share of Remaining Proceeds ($301,930) PCF Share of Remaining Proceeds ($181,489) MS Share of Remaining Proceeds ($375,087) Total Proceeds Allocated to BS $ 642,263,332 Total Proceeds Allocated to WF $ 270,276,708 Total Proceeds Allocated to PCF $ 162,502,455 Total Proceeds Allocated to MS $ 335,915,375 EXHIBIT 4 BILL OF SALE

Foreclosure Property. Seller is not selling any Mortgage Loan as part of a plan to transfer the underlying Mortgaged Property to Purchaser, and Seller does not know or, to Seller's knowledge, have reason to know that any Mortgage Loan will default. The representations in this paragraph 43 are being made solely for the purpose of determining whether the Mortgaged Property, if acquired by the Trust, would qualify as "foreclosure property" within the meaning of Section 860G(a)(8) of the Code, and may not be relied upon or used for any other purpose. Such representations shall not be construed as a guarantee to any degree that defaults or losses will not occur. EXHIBIT 3 PRICING FORMULATION MSCI 2006-TOP21 -------------------------------------------------------------------------------- ALLOCATION OF PROCEEDS ----------------------------------------------------------------------------------------------- Total Bond Proceeds $1,415,874,674 Less Expenses ($4,916,803) Net Proceeds $1,410,957,870 1,410,957,870 Less Purchase Price of BS Loans Discounted Value of BS Loans $ 644,724,553 Allocable Expense Amount for BS Loans ($1,744,890) -------------- Purchase Price of BS Loans $ 642,979,664 ($642,979,664) Less Purchase Price of WF Loans Discounted Value of WF Loans $ 271,761,223 Allocable Expense Amount for WF Loans ($1,182,585) -------------- Purchase Price of WF Loans $ 270,578,638 ($270,578,638) Less Purchase Price of PCF Loans Discounted Value of PCF Loans $ 163,354,946 Allocable Expense Amount for PCF Loans ($671,002) -------------- Purchase Price of PCF Loans $ 162,683,944 ($162,683,944) Less Purchase Price of MS Loans Discounted Value of MS Loans $ 337,608,789 Allocable Expense Amount for MS Loans ($1,318,327) -------------- Purchase Price of MS Loans $ 336,290,462 ($336,290,462) Remaining Proceeds ($1,574,837) BS Share of Remaining Proceeds ($716,331) WF Share of Remaining Proceeds ($301,930) PCF Share of Remaining Proceeds ($181,489) MS Share of Remaining Proceeds ($375,087) Total Proceeds Allocated to BS $ $642,263,332 Total Proceeds Allocated to WF $ $270,276,708 Total Proceeds Allocated to PCF $ $162,502,455 Total Proceeds Allocated to MS $ $335,915,375 EXHIBIT 4 BILL OF SALE-----------------------------------------------------------------------------------------------