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. Schedule A Exceptions to Representations and Warranties Principal Commercial Funding II, LLC Schedule B List of Mortgagors that are Third-Party Beneficiaries Under Section 5.5 Schedule C List of Mortgage Loans Subject to Secured Creditor Impaired Property Policies EXHIBIT 3 PRICING FORMULATION BSCMSI 2006-TOP22 Pricing Formulation Mortgage Loan Sellers PRICING FORMULATION -------------------------------------------------------------------------------- Bear Stearns: 403,000,000 Morgan Stanley: 000,050,000 Xells Fargo: 000,881,880 PCF I: 87,263,009 PCF II: 178,858,344 -------------------------------------------------------------------------------- Deal 1,682,513,786 ================================================================================ EXHIBIT 4 BILL OF SALE 1. Parties. The parties to this Bill of Sale are txx xollowing: Seller: Prixxxxal Commercial Funding II, LLC Purchaser: Bear Stearns Commercial Mortgage Securities Inc.

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. Schedule A Exceptions to Representations and Warranties Principal Commercial Funding II, LLC Schedule B List of Mortgagors that are Third-Party Beneficiaries Under Section 5.5 Schedule C List of Mortgage Loans Subject to Secured Creditor Impaired Property Policies EXHIBIT 3 PRICING FORMULATION BSCMSI MSCI 2006-TOP22 Pricing Formulation Mortgage Loan Sellers PRICING FORMULATION TOP21 -------------------------------------------------------------------------------- Bear Stearns: 403,000,000 Morgan Stanley: 000,050,000 Xells Fargo: 000,881,880 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 I: 87,263,009 Loans Discounted Value of PCF II: 178,858,344 -------------------------------------------------------------------------------- Deal 1,682,513,786 ================================================================================ 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 ----------------------------------------------------------------------------------------------- 3-1 EXHIBIT 4 BILL OF SALE 1. Parties. The parties to this Bill of Sale are txx xollowingxxx following: Seller: Prixxxxal Commercial Funding II, LLC PurchaserMorgan Stanley Mortgage Capital Inc. Purchasex: Bear Stearns Commercial Mortgage Securities Xxxgan Stanley Capital I Inc.

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. Schedule A Exceptions to Representations and Warranties Principal Commercial Funding II, LLC Schedule B List of Mortgagors that are Third-Party Beneficiaries Under Section 5.5 Schedule C List of Mortgage Loans Subject to Secured Creditor Impaired Property Policies EXHIBIT 3 PRICING FORMULATION BSCMSI MSCI 2006-TOP22 Pricing Formulation Mortgage Loan Sellers PRICING FORMULATION TOP21 -------------------------------------------------------------------------------- Bear Stearns: 403,000,000 Morgan Stanley: 000,050,000 Xells Fargo: 000,881,880 ALLOCATION OF PROCEEDS $1,415,874,674 Total Bond Proceeds 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 I: 87,263,009 Loans Discounted Value of PCF II: 178,858,344 -------------------------------------------------------------------------------- Deal 1,682,513,786 ================================================================================ 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 1. Parties. The parties to this Bill of Sale are txx xollowing: Seller: Prixxxxal Commercial Funding II, LLC Purchaser: Bear Stearns Commercial Mortgage Securities Inc.

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. Schedule A Exceptions to Representations and Warranties Principal Commercial Funding II, LLC Schedule B List of Mortgagors that are Third-Party Beneficiaries Under Section 5.5 Schedule C List of Mortgage Loans Subject to Secured Creditor Impaired Property Policies EXHIBIT 3 PRICING FORMULATION BSCMSI MSCI 2006-TOP22 Pricing Formulation Mortgage Loan Sellers PRICING FORMULATION TOP21 -------------------------------------------------------------------------------- Bear Stearns: 403,000,000 Morgan Stanley: 000,050,000 Xells Fargo: 000,881,880 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 I: 87,263,009 Loans Discounted Value of PCF II: 178,858,344 -------------------------------------------------------------------------------- Deal 1,682,513,786 ================================================================================ 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 1. Parties. The parties to this Bill of Sale are txx xollowingxxx following: Seller: Prixxxxal Xxincipal Commercial Funding IIFunding, LLC Purchaser: Bear Stearns Commercial Morgan Stanley Capital I Inc. 2. Sale. For value received, Sexxxx xexxxx xxnveys to Purchaser, without recourse, all right, title and interest in and to the Mortgage Securities Inc.Loans identified on Exhibit 1 (the "Mortgage Loan Schedule") to the Mortgage Loan Purchase Agreement, dated as of January 20, 2006 (the "Mortgage Loan Purchase Agreement"), between Seller and Purchaser and all of the following property: (a) All accounts, general intangibles, chattel paper, instruments, documents, money, deposit accounts, certificates of deposit, goods, letters of credit, advices of credit and investment property consisting of, arising from or relating to any of the following property: the Mortgage Loans identified on the Mortgage Loan Schedule including the related Mortgage Notes, Mortgages, security agreements, and title, hazard and other insurance policies, all distributions with respect thereto payable after the Cut-Off Date, all substitute or replacement Mortgage Loans and all distributions with respect thereto, and the Mortgage Files; (b) All accounts, general intangibles, chattel paper, instruments, documents, money, deposit accounts, certificates of deposit, goods, letters of credit, advices of credit, investment property, and other rights arising from or by virtue of the disposition of, or collections with respect to, or insurance proceeds payable with respect to, or claims against other Persons with respect to, all or any part of the collateral described in clause (a) above (including any accrued discount realized on liquidation of any investment purchased at a discount); and (c) All cash and non-cash proceeds of the collateral described in clauses (a) and (b) above.

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. Schedule A Exceptions to Representations and Warranties Principal Commercial Funding II, LLC Schedule B List of Mortgagors that are Third-Party Beneficiaries Under Section 5.5 Schedule C List of Mortgage Loans Subject to Secured Creditor Impaired Property Policies EXHIBIT 3 PRICING FORMULATION BSCMSI MSCI 2006-TOP22 Pricing Formulation Mortgage Loan Sellers PRICING FORMULATION TOP21 -------------------------------------------------------------------------------- Bear Stearns: 403,000,000 Morgan Stanley: 000,050,000 Xells Fargo: 000,881,880 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 I: 87,263,009 Loans Discounted Value of PCF II: 178,858,344 -------------------------------------------------------------------------------- Deal 1,682,513,786 ================================================================================ 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 1. Parties. The parties to this Bill of Sale are txx xollowingxxx following: Seller: Prixxxxal Commercial Funding II, LLC Purchaser: Bear Stearns Commercial Mortgage Securities Mortgage, Inc. Purchaser: Morgan Stanley Capital I Inc.