Common use of ACKNOWLEDGEMENT BY PRIMARY SERVICER Clause in Contracts

ACKNOWLEDGEMENT BY PRIMARY SERVICER. 287 -vi- EXHIBITS AND SCHEDULES ---------------------- EXHIBIT A-1 Form of Class A-1 Certificate EXHIBIT A-2 Form of Class A-2 Certificate EXHIBIT A-3 Form of Class A-3 Certificate EXHIBIT A-4 Form of Class A-4 Certificate EXHIBIT A-5 Form of Class A-5 Certificate EXHIBIT A-6 Form of Class A-6 Certificate EXHIBIT A-7 Form of Class B Certificate EXHIBIT A-8 Form of Class C Certificate EXHIBIT A-9 Form of Class D Certificate EXHIBIT A-10 Form of Class E Certificate EXHIBIT A-11 Form of Class F Certificate EXHIBIT A-12 Form of Class G Certificate EXHIBIT A-13 Form of Class H Certificate EXHIBIT A-14 Form of Class J Certificate EXHIBIT A-15 Form of Class K Certificate EXHIBIT A-16 Form of Class L Certificate EXHIBIT A-17 Form of Class M Certificate EXHIBIT A-18 Form of Class N Certificate EXHIBIT A-19 Form of Class O Certificate EXHIBIT A-20 Form of Class P Certificate EXHIBIT A-21 Form of Class R-I Certificate EXHIBIT A-22 Form of Class R-II Certificate EXHIBIT A-23 Form of Class R-III Certificate EXHIBIT A-24 Form of Class X-1 Certificate EXHIBIT A-25 Form of Class X-2 Certificate EXHIBIT B-1 Form of Initial Certification of Trustee (Section 2.2) EXHIBIT B-2 Form of Final Certification of Trustee (Section 2.2) EXHIBIT C Form of Request for Release EXHIBIT D-1 Form of Transferor Certificate for Transfers to Definitive Privately Offered Certificates (Section 3.3(c)) EXHIBIT D-2A Form I of Transferee Certificate for Transfers of Definitive Privately Offered Certificates (Section 3.3(c)) EXHIBIT D-2B Form II of Transferee Certificate for Transfers of Definitive Privately Offered Certificates (Section 3.3(c)) EXHIBIT D-3A Form I of Transferee Certificate for Transfers of Interests in Book-Entry Privately Offered Certificates (Section 3.3(c)) EXHIBIT D-3B Form II of Transferee Certificate for Transfers of Interests in Book-Entry Privately Offered Certificates (Section 3.3(c)) EXHIBIT E-1 Form of Transfer Affidavit and Agreement (Section 3.3(e)) EXHIBIT E-2 Form of Transfer Affidavit and Agreement (Section 3.3(e)) EXHIBIT F Form of Regulation S Certificate EXHIBIT G-1 Form of Principal Primary Servicing Agreement EXHIBIT G-2 Reserved EXHIBIT H Form of Exchange Certification EXHIBIT I Form of Euroclear Bank or Clearstream Bank Certificate (Section 3.7(d) EXHIBIT J List of Loans as to Which Excess Servicing Fees Are Paid ("Excess Servicing Fee") EXHIBIT K-1 Form of Mortgage Loan Purchase Agreement I (BSCMI) EXHIBIT K-2 Form of Mortgage Loan Purchase Agreement II (Xxxxx Fargo) EXHIBIT K-3 Form of Mortgage Loan Purchase Agreement III (Principal) EXHIBIT K-4 Form of Mortgage Loan Purchase Agreement IV (MSMC) EXHIBIT K-5 Reserved EXHIBIT L Form of Inspection Report EXHIBIT M Form of Monthly Certificateholders Reports (Section 5.4(a)) EXHIBIT N Form of CMSA Operating Statement Analysis Report EXHIBIT O Reserved EXHIBIT P Reserved EXHIBIT Q Reserved EXHIBIT R Reserved EXHIBIT S-1 Form of Power of Attorney to Master Servicer (Section 8.3(c)) EXHIBIT S-2 Form of Power of Attorney to Special Servicer (Section 9.4(a) EXHIBIT T Form of Debt Service Coverage Ratio Procedures EXHIBIT U Form of Assignment and Assumption Submission to Special Servicer (Section 8.7(a)) EXHIBIT V Form of Additional Lien, Monetary Encumbrance and Mezzanine Financing Submission Package to the Special Servicer (Section 8.7(e)) EXHIBIT W Restricted Servicer Reports EXHIBIT X Unrestricted Servicer Reports EXHIBIT Y Investor Certificate (Section 5.4(a)) EXHIBIT Z Form of Notice and Certification Regarding Defeasance of Mortgage Loans EXHIBIT AA Form of Xxxxx Fargo primary servicing agreement (Section 8.29(b)) EXHIBIT BB Controlling Class Certificateholder's Reports Checklist EXHIBIT CC Form of Performance Certification (Section 8.26 (b)) SCHEDULE I BSCMI Loan Schedule SCHEDULE II Xxxxx Fargo Loan Schedule SCHEDULE III Principal Loan Schedule SCHEDULE IV MSMC Loan Schedule SCHEDULE V Reserved SCHEDULE VI List of Escrow Accounts Not Currently Eligible Accounts (Section 8.3(e)) SCHEDULE VII Certain Escrow Accounts for Which a Report Under Section 5.1(g) is Required SCHEDULE VIII List of Mortgagors that are Third-Party Beneficiaries Under Section 2.3(a) SCHEDULE IX Rates Used in Determination of Class X Pass-Through Rates ("Class X-1 Strip Rate" and "Class X-2 Strip Rate") SCHEDULE X Mortgage Loans Secured by Mortgaged Properties Covered by an Environmental Insurance Policy SCHEDULE XI List of Mortgage Loans that have Scheduled Payments after the end of a Collection Period SCHEDULE XII Loans that Accrue on an Actual/360 basis, but whose Servicing Fees Accrue on a 30/360 Basis THIS POOLING AND SERVICING AGREEMENT is dated as of November 1, 2004 (this "Agreement") between BEAR XXXXXXX COMMERCIAL MORTGAGE SECURITIES INC., a Delaware corporation, as depositor (the "Depositor"), XXXXX FARGO BANK, NATIONAL ASSOCIATION, as master servicer (the "Master Servicer"), ARCAP SERVICING, INC., as special servicer (the "Special Servicer"), LASALLE BANK NATIONAL ASSOCIATION, as trustee of the Trust (the "Trustee"), ABN AMRO BANK N.V., only in its capacity as a fiscal agent pursuant to Article IV hereof (the "Fiscal Agent") and XXXXX FARGO BANK, NATIONAL ASSOCIATION, only in its capacity as paying agent (the "Paying Agent") and certificate registrar.

ACKNOWLEDGEMENT BY PRIMARY SERVICER. 287 -vi- 304 EXHIBITS AND SCHEDULES ---------------------- EXHIBIT A-1 Form of Class A-1 Certificate EXHIBIT A-2 Form of Class A-2 Certificate EXHIBIT A-3 Form of Class A-3 Certificate EXHIBIT A-4 Form of Class A-4 A-AB Certificate EXHIBIT A-5 Form of Class A-5 A-4 Certificate EXHIBIT A-6 Form of Class A-6 A-M Certificate EXHIBIT A-7 Form of Class B A-J Certificate EXHIBIT A-8 Form of Class C B Certificate EXHIBIT A-9 Form of Class D C Certificate EXHIBIT A-10 Form of Class E D Certificate EXHIBIT A-11 Form of Class F E Certificate EXHIBIT A-12 Form of Class G F Certificate EXHIBIT A-13 Form of Class H G Certificate EXHIBIT A-14 Form of Class J H Certificate EXHIBIT A-15 Form of Class K J Certificate EXHIBIT A-16 Form of Class L K Certificate EXHIBIT A-17 Form of Class M L Certificate EXHIBIT A-18 Form of Class N M Certificate EXHIBIT A-19 Form of Class O N Certificate EXHIBIT A-20 Form of Class O Certificate EXHIBIT A-21 Form of Class P Certificate EXHIBIT A-21 A-22 Form of Class MMA-NA Certificate EXHIBIT A-23 Form of Class MMB-NA Certificate EXHIBIT A-24 Form of Class R-I Certificate EXHIBIT A-22 A-25 Form of Class R-II Certificate EXHIBIT A-23 A-26 Form of Class R-III Certificate EXHIBIT A-24 A-27 Form of Class X-1 Certificate EXHIBIT A-25 Form of Class X-2 X Certificate EXHIBIT B-1 Form of Initial Certification of Trustee (Section 2.2) EXHIBIT B-2 Form of Final Certification of Trustee (Section 2.2) EXHIBIT C Form of Request for Release EXHIBIT D-1 Form of Transferor Certificate for Transfers to Definitive Privately Offered Certificates (Section 3.3(c)) EXHIBIT D-2A Form I of Transferee Certificate for Transfers of Definitive Privately Offered Certificates (Section 3.3(c)) EXHIBIT D-2B Form II of Transferee Certificate for Transfers of Definitive Privately Offered Certificates (Section 3.3(c)) EXHIBIT D-3A Form I of Transferee Certificate for Transfers of Interests in Book-Entry Privately Offered Certificates (Section 3.3(c)) EXHIBIT D-3B Form II of Transferee Certificate for Transfers of Interests in Book-Entry Privately Offered Certificates (Section 3.3(c)) EXHIBIT E-1 Form of Transfer Affidavit and Agreement (Section 3.3(e)) EXHIBIT E-2 Form of Transfer Affidavit and Agreement (Section 3.3(e)) EXHIBIT F Form of Regulation S Certificate EXHIBIT G-1 Form of Principal Primary Servicing Agreement EXHIBIT G-2 Reserved EXHIBIT H Form of Exchange Certification EXHIBIT I Form of Euroclear Bank or Clearstream Bank Certificate (Section 3.7(d)) EXHIBIT J List of Loans as to Which Excess Servicing Fees Are Paid ("Excess Servicing Fee") EXHIBIT K-1 Form of Mortgage Loan Purchase Agreement I (BSCMI) EXHIBIT K-2 Form of Mortgage Loan Purchase Agreement II (Xxxxx Fargo) EXHIBIT K-3 Form of Mortgage Loan Purchase Agreement III (Principal) EXHIBIT K-4 Form of Mortgage Loan Purchase Agreement IV (MSMC) EXHIBIT K-5 Reserved EXHIBIT L Form of Inspection Report EXHIBIT M Form of Monthly Certificateholders Reports (Section 5.4(a)) EXHIBIT N Form of CMSA Operating Statement Analysis Report EXHIBIT O Reserved EXHIBIT P Reserved EXHIBIT Q Reserved EXHIBIT R Reserved EXHIBIT S-1 Form of Power of Attorney to Master Servicer (Section 8.3(c)) EXHIBIT S-2 Form of Power of Attorney to Special Servicer (Section 9.4(a) EXHIBIT T Form of Debt Service Coverage Ratio Procedures EXHIBIT U Form of Assignment and Assumption Submission to Special Servicer (Section 8.7(a)) EXHIBIT V Form of Additional Lien, Monetary Encumbrance and Mezzanine Financing Submission Package to the Special Servicer (Section 8.7(e)) EXHIBIT W Restricted Servicer Reports EXHIBIT X Unrestricted Servicer Reports EXHIBIT Y Investor Certificate (Section 5.4(a)) EXHIBIT Z Form of Notice and Certification Regarding Defeasance of Mortgage Loans EXHIBIT AA Form of Xxxxx Fargo primary servicing agreement (Section 8.29(b)) EXHIBIT BB Controlling Class Certificateholder's Reports Checklist EXHIBIT CC Form of Performance Certification (Section 8.26 13.8) EXHIBIT CC-1 Reporting Servicer Form of Performance Certification (b)Section 13.8) EXHIBIT DD Form of Notice with respect to Non-Serviced Mortgage Loans SCHEDULE I BSCMI Loan Schedule SCHEDULE II Xxxxx Fargo Loan Schedule SCHEDULE III Principal Loan Schedule SCHEDULE IV MSMC Loan Schedule SCHEDULE V Reserved SCHEDULE VI List of Escrow Accounts Not Currently Eligible Accounts (Section 8.3(e)) SCHEDULE VII Certain Escrow Accounts for Which a Report Under Section 5.1(g) is Required SCHEDULE VIII List of Mortgagors that are Third-Party Beneficiaries Under Section 2.3(a) SCHEDULE IX Rates Used in Determination of Class X Pass-Through Rates ("Class X-1 Strip Rate" and "Class X-2 Strip Rate") Reserved SCHEDULE X Mortgage Loans Secured by Mortgaged Properties Covered by an Environmental Insurance Policy SCHEDULE XI List of Mortgage Loans that have Scheduled Payments after the end of a Collection Period SCHEDULE XII Loans that Accrue on an Actual/360 basis, but whose Servicing Fees Accrue on a 30/360 Basis SCHEDULE XIII Class A-AB Planned Principal Balance SCHEDULE XIV Servicing Criteria to be Addressed in Assessment of Compliance SCHEDULE XV Additional Form 10-D Disclosure SCHEDULE XVI Additional Form 10-K Disclosure SCHEDULE XVII Form 8-K Disclosure Information THIS POOLING AND SERVICING AGREEMENT is dated as of November January 1, 2004 2006 (this "Agreement") between BEAR XXXXXX XXXXXXX COMMERCIAL MORTGAGE SECURITIES CAPITAL I INC., a Delaware corporation, as depositor (the "Depositor"), XXXXX FARGO BANK, NATIONAL ASSOCIATION, as master servicer (the "Master Servicer"), ARCAP SERVICING, INC., as special servicer (the "Special Servicer"), LASALLE BANK NATIONAL ASSOCIATION, as trustee of the Trust (the "Trustee"), ABN AMRO BANK N.V., only in its capacity as a fiscal agent pursuant to Article IV hereof (the "Fiscal Agent") and XXXXX FARGO BANK, NATIONAL ASSOCIATION, only in its capacity as paying agent (the "Paying Agent") and certificate registrar.

ACKNOWLEDGEMENT BY PRIMARY SERVICER. 287 -vi- 286 EXHIBITS AND SCHEDULES ---------------------- EXHIBIT A-1 Form of Class A-1 Certificate EXHIBIT A-2 Form of Class A-2 Certificate EXHIBIT A-3 Form of Class A-3 Certificate EXHIBIT A-4 Form of Class A-4 A-AB Certificate EXHIBIT A-5 Form of Class A-5 A-4 Certificate EXHIBIT A-6 Form of Class A-6 A-M Certificate EXHIBIT A-7 Form of Class B A-J Certificate EXHIBIT A-8 Form of Class C B Certificate EXHIBIT A-9 Form of Class D C Certificate EXHIBIT A-10 Form of Class E D Certificate EXHIBIT A-11 Form of Class F E Certificate EXHIBIT A-12 Form of Class G F Certificate EXHIBIT A-13 Form of Class H G Certificate EXHIBIT A-14 Form of Class J H Certificate EXHIBIT A-15 Form of Class K J Certificate EXHIBIT A-16 Form of Class L K Certificate EXHIBIT A-17 Form of Class M L Certificate EXHIBIT A-18 Form of Class N M Certificate EXHIBIT A-19 Form of Class O N Certificate EXHIBIT A-20 Form of Class O Certificate EXHIBIT A-21 Form of Class P Certificate EXHIBIT A-21 A-22 Form of Class R-I Certificate EXHIBIT A-22 A-23 Form of Class R-II Certificate EXHIBIT A-23 A-24 Form of Class R-III Certificate EXHIBIT A-24 Form of Class X-1 Certificate EXHIBIT A-25 Form of Class X-2 X Certificate EXHIBIT B-1 Form of Initial Certification of Trustee (Section 2.2) EXHIBIT B-2 Form of Final Certification of Trustee (Section 2.2) EXHIBIT C Form of Request for Release EXHIBIT D-1 Form of Transferor Certificate for Transfers to Definitive Privately Offered Certificates (Section 3.3(c)) EXHIBIT D-2A Form I of Transferee Certificate for Transfers of Definitive Privately Offered Certificates (Section 3.3(c)) EXHIBIT D-2B Form II of Transferee Certificate for Transfers of Definitive Privately Offered Certificates (Section 3.3(c)) EXHIBIT D-3A Form I of Transferee Certificate for Transfers of Interests in Book-Entry Privately Offered Certificates (Section 3.3(c)) EXHIBIT D-3B Form II of Transferee Certificate for Transfers of Interests in Book-Entry Privately Offered Certificates (Section 3.3(c)) EXHIBIT E-1 Form of Transfer Affidavit and Agreement (Section 3.3(e)) EXHIBIT E-2 Form of Transfer Affidavit and Agreement (Section 3.3(e)) EXHIBIT F Form of Regulation S Certificate EXHIBIT G-1 Form of Principal Primary Servicing Agreement EXHIBIT G-2 Reserved EXHIBIT H Form of Exchange Certification EXHIBIT I Form of Euroclear Bank or Clearstream Bank Certificate (Section 3.7(d)) EXHIBIT J List of Loans as to Which Excess Servicing Fees Are Paid ("Excess Servicing Fee") EXHIBIT K-1 Form of Mortgage Loan Purchase Agreement I (BSCMI) EXHIBIT K-2 Form of Mortgage Loan Purchase Agreement II (Xxxxx Fargo) EXHIBIT K-3 Form of Mortgage Loan Purchase Agreement III (PrincipalPrincipal II) EXHIBIT K-4 Form of Mortgage Loan Purchase Agreement IV (MSMC) EXHIBIT K-5 Reserved EXHIBIT L Form of Inspection Report EXHIBIT M Form of Monthly Certificateholders Reports (Section 5.4(a)) EXHIBIT N Form of CMSA Operating Statement Analysis Report EXHIBIT O Reserved EXHIBIT P Reserved EXHIBIT Q Reserved EXHIBIT R Reserved EXHIBIT S-1 Form of Power of Attorney to Master Servicer (Section 8.3(c)) EXHIBIT S-2 Form of Power of Attorney to Special Servicer (Section 9.4(a) EXHIBIT T Form of Debt Service Coverage Ratio Procedures EXHIBIT U Form of Assignment and Assumption Submission to Special Servicer (Section 8.7(a)) EXHIBIT V Form of Additional Lien, Monetary Encumbrance and Mezzanine Financing Submission Package to the Special Servicer (Section 8.7(e)) EXHIBIT W Restricted Servicer Reports EXHIBIT X Unrestricted Servicer Reports EXHIBIT Y Investor Certificate (Section 5.4(a)) EXHIBIT Z Form of Notice and Certification Regarding Defeasance of Mortgage Loans EXHIBIT AA Form of Xxxxx Fargo primary servicing agreement (Section 8.29(b)) EXHIBIT BB Controlling Class Certificateholder's Reports Checklist EXHIBIT CC Form of Performance Certification (Section 8.26 13.6) EXHIBIT CC-1 Reporting Servicer Form of Performance Certification (b)Section 13.6) EXHIBIT DD Form of Notice with respect to Non-Serviced Mortgage Loans SCHEDULE I BSCMI Loan Schedule SCHEDULE II Xxxxx Fargo Loan Schedule SCHEDULE III Principal II Loan Schedule SCHEDULE IV MSMC Loan Schedule SCHEDULE V Reserved SCHEDULE VI List of Escrow Accounts Not Currently Eligible Accounts (Section 8.3(e)) SCHEDULE VII Certain Escrow Accounts for Which a Report Under Section 5.1(g) is Required SCHEDULE VIII List of Mortgagors that are Third-Party Beneficiaries Under Section 2.3(a) SCHEDULE IX Rates Used in Determination of Class X Pass-Through Rates ("Class X-1 Strip Rate" and "Class X-2 Strip Rate") Reserved SCHEDULE X Mortgage Loans Secured by Mortgaged Properties Covered by an Environmental Insurance Policy SCHEDULE XI List of Mortgage Loans that have Scheduled Payments after the end of a Collection Period SCHEDULE XII Loans that Accrue on an Actual/360 basis, but whose Servicing Fees Accrue on a 30/360 Basis SCHEDULE XIII Class A-AB Planned Principal Balance SCHEDULE XIV Servicing Criteria to be Addressed in Assessment of Compliance SCHEDULE XV Additional Form 10-D Disclosure SCHEDULE XVI Additional Form 10-K Disclosure SCHEDULE XVII Form 8-K Disclosure Information SCHEDULE XVIII Additional Disclosure Notification SCHEDULE XIX Seller Sub-Servicers THIS POOLING AND SERVICING AGREEMENT is dated as of November August 1, 2004 2006 (this "Agreement") between BEAR XXXXXX XXXXXXX COMMERCIAL MORTGAGE SECURITIES CAPITAL I INC., a Delaware corporation, as depositor (the "Depositor"), XXXXX FARGO BANK, NATIONAL ASSOCIATION, as master servicer (the "Master Servicer"), ARCAP SERVICING, INC., as special servicer (the "Special Servicer"), LASALLE BANK NATIONAL ASSOCIATION, as trustee and custodian of the Trust (the "Trustee"), ABN AMRO BANK N.V., only in its capacity as a fiscal agent pursuant to Article IV hereof (the "Fiscal Agent") and XXXXX FARGO BANK, NATIONAL ASSOCIATION, only in its capacity as paying agent (the "Paying Agent") ), certificate registrar and certificate registrarauthenticating agent.

ACKNOWLEDGEMENT BY PRIMARY SERVICER. 287 -vi- EXHIBITS AND SCHEDULES ---------------------- EXHIBIT A-1 Form of Class A-1 Certificate EXHIBIT A-2 Form of Class A-2 Certificate EXHIBIT A-3 Form of Class A-3 Certificate EXHIBIT A-4 Form of Class A-4 Certificate EXHIBIT A-5 Form of Class A-5 B Certificate EXHIBIT A-6 Form of Class A-6 C Certificate EXHIBIT A-7 Form of Class B D Certificate EXHIBIT A-8 Form of Class C E Certificate EXHIBIT A-9 Form of Class D F Certificate EXHIBIT A-10 Form of Class E G Certificate EXHIBIT A-11 Form of Class F H Certificate EXHIBIT A-12 Form of Class G J Certificate EXHIBIT A-13 Form of Class H K Certificate EXHIBIT A-14 Form of Class J L Certificate EXHIBIT A-15 Form of Class K M Certificate EXHIBIT A-16 Form of Class L N Certificate EXHIBIT A-17 Form of Class M O Certificate EXHIBIT A-18 Form of Class N Certificate Reserved EXHIBIT A-19 Form of Class O R-I Certificate EXHIBIT A-20 Form of Class P R-II Certificate EXHIBIT A-21 Form of Class R-I III Certificate EXHIBIT A-22 Form of Class R-II X-1 Certificate EXHIBIT A-23 Form of Class R-III Certificate EXHIBIT A-24 Form of Class X-1 Certificate EXHIBIT A-25 Form of Class X-2 Certificate EXHIBIT B-1 Form of Initial Certification of Trustee (Section 2.2) EXHIBIT B-2 Form of Final Certification of Trustee (Section 2.2) EXHIBIT C Form of Request for Release EXHIBIT D-1 Form of Transferor Certificate for Transfers to Definitive Privately Offered Certificates (Section 3.3(c)) EXHIBIT D-2A Form I of Transferee Certificate for Transfers of Definitive Privately Offered Certificates (Section 3.3(c)) EXHIBIT D-2B Form II of Transferee Certificate for Transfers of Definitive Privately Offered Certificates (Section 3.3(c)) EXHIBIT D-3A Form I of Transferee Certificate for Transfers of Interests in Book-Entry Privately Offered Certificates (Section 3.3(c)) EXHIBIT D-3B Form II of Transferee Certificate for Transfers of Interests in Book-Entry Privately Offered Certificates (Section 3.3(c)) EXHIBIT E-1 Form of Transfer Affidavit and Agreement (Section 3.3(e)) EXHIBIT E-2 Form of Transfer Affidavit and Agreement (Section 3.3(e)) EXHIBIT F Form of Regulation S Certificate EXHIBIT G-1 Form of Principal Primary Servicing Agreement EXHIBIT G-2 Reserved EXHIBIT H Form of Exchange Certification EXHIBIT I Form of Euroclear Bank or Clearstream Bank Certificate (Section 3.7(d) EXHIBIT J List of Loans as to Which Excess Servicing Fees Are Paid ("Excess Servicing Fee") EXHIBIT K-1 Form of Mortgage Loan Purchase Agreement I (BSCMI) EXHIBIT K-2 Form of Mortgage Loan Purchase Agreement II (Xxxxx Fargo) EXHIBIT K-3 Form of Mortgage Loan Purchase Agreement III (Principal) EXHIBIT K-4 Form of Mortgage Loan Purchase Agreement IV (MSMC) EXHIBIT K-5 Reserved EXHIBIT L Form of Inspection Report EXHIBIT M Form of Monthly Certificateholders Reports (Section 5.4(a)) EXHIBIT N Form of CMSA Operating Statement Analysis Report EXHIBIT O Reserved EXHIBIT P Reserved EXHIBIT Q Reserved EXHIBIT R Reserved EXHIBIT S-1 Form of Power of Attorney to Master Servicer (Section 8.3(c)) EXHIBIT S-2 Form of Power of Attorney to Special Servicer (Section 9.4(a) EXHIBIT T Form of Debt Service Coverage Ratio Procedures EXHIBIT U Form of Assignment and Assumption Submission to Special Servicer (Section 8.7(a)) EXHIBIT V Form of Additional Lien, Monetary Encumbrance and Mezzanine Financing Submission Package to the Special Servicer (Section 8.7(e)) EXHIBIT W Restricted Servicer Reports EXHIBIT X Unrestricted Servicer Reports EXHIBIT Y Investor Certificate (Section 5.4(a)) EXHIBIT Z Form of Notice and Certification Regarding Defeasance of Mortgage Loans EXHIBIT AA Form of Xxxxx Fargo primary servicing agreement (Section 8.29(b)) EXHIBIT BB Controlling Class Certificateholder's Reports Checklist EXHIBIT CC Form of Performance Certification (Section 8.26 (b)) SCHEDULE I BSCMI Loan Schedule SCHEDULE II Xxxxx Fargo Loan Schedule SCHEDULE III Principal Loan Schedule SCHEDULE IV MSMC Loan Schedule SCHEDULE V Reserved SCHEDULE VI List of Escrow Accounts Not Currently Eligible Accounts (Section 8.3(e)) SCHEDULE VII Certain Escrow Accounts for Which a Report Under Section 5.1(g) is Required SCHEDULE VIII List of Mortgagors that are Third-Party Beneficiaries Under Section 2.3(a) SCHEDULE IX - SCHEDULE XVI Rates Used in Determination of Class X Pass-Through Rates ("Class X-1 Strip Rate" and "Class X-2 Strip Rate") SCHEDULE X XVII Mortgage Loans Secured by Mortgaged Properties Covered by an Environmental Insurance Policy SCHEDULE XI XVIII List of Mortgage Loans that have Scheduled Payments after the end of a Collection Period SCHEDULE XII XIX Loans that Accrue on an Actual/360 basis, but whose Servicing Fees Accrue on a 30/360 Basis THIS POOLING AND SERVICING AGREEMENT is dated as of November July 1, 2004 (this "Agreement") between BEAR XXXXXX XXXXXXX COMMERCIAL MORTGAGE SECURITIES CAPITAL INC., a Delaware corporation, as depositor (the "Depositor"), XXXXX FARGO BANK, NATIONAL ASSOCIATION, as master servicer (the "Master Servicer"), ARCAP SERVICING, INC., as special servicer (the "Special Servicer"), LASALLE BANK NATIONAL ASSOCIATION, as trustee of the Trust (the "Trustee"), ABN AMRO BANK N.V., only in its capacity as a fiscal agent pursuant to Article IV hereof (the "Fiscal Agent") and XXXXX FARGO BANK, NATIONAL ASSOCIATION, only in its capacity as paying agent (the "Paying Agent") and certificate registrar.

ACKNOWLEDGEMENT BY PRIMARY SERVICER. 287 -vi- 259 EXHIBITS AND SCHEDULES ---------------------- EXHIBIT A-1 Form of Class A-1 Certificate EXHIBIT A-2 Form of Class A-2 Certificate EXHIBIT A-3 Form of Class A-3 Certificate Reserved EXHIBIT A-4 Form of Class A-4 Certificate Reserved EXHIBIT A-5 Form of Class A-5 B Certificate EXHIBIT A-6 Form of Class A-6 C Certificate EXHIBIT A-7 Form of Class B D Certificate EXHIBIT A-8 Form of Class C E Certificate EXHIBIT A-9 Form of Class D F Certificate EXHIBIT A-10 Form of Class E G Certificate EXHIBIT A-11 Form of Class F H Certificate EXHIBIT A-12 Form of Class G J Certificate EXHIBIT A-13 Form of Class H K Certificate EXHIBIT A-14 Form of Class J L Certificate EXHIBIT A-15 Form of Class K M Certificate EXHIBIT A-16 Form of Class L N Certificate EXHIBIT A-17 Form of Class M O Certificate EXHIBIT A-18 Form of Class N Certificate EXHIBIT A-19 Form of Class O Certificate EXHIBIT A-20 Form of Class P Certificate EXHIBIT A-21 Form of Class R-I Certificate EXHIBIT A-22 A-19 Form of Class R-II Certificate EXHIBIT A-23 A-20 Form of Class R-III Certificate EXHIBIT A-24 A-21 Form of Class X-1 Certificate EXHIBIT A-25 A-22 Form of Class X-2 Certificate EXHIBIT B-1 Form of Initial Certification of Trustee (Section 2.2) EXHIBIT B-2 Form of Final Certification of Trustee (Section 2.2) EXHIBIT C Form of Request for Release EXHIBIT D-1 Form of Transferor Certificate for Transfers to Definitive Privately Offered Certificates (Section 3.3(c)) EXHIBIT D-2A Form I of Transferee Certificate for Transfers of Definitive Privately Offered Certificates (Section 3.3(c)) EXHIBIT D-2B Form II of Transferee Certificate for Transfers of Definitive Privately Offered Certificates (Section 3.3(c)) EXHIBIT D-3A Form I of Transferee Certificate for Transfers of Interests in Book-Entry Privately Offered Certificates (Section 3.3(c)) EXHIBIT D-3B Form II of Transferee Certificate for Transfers of Interests in Book-Entry Privately Offered Certificates (Section 3.3(c)) EXHIBIT E-1 Form of Transfer Affidavit and Agreement (Section 3.3(e)) EXHIBIT E-2 Form of Transfer Affidavit and Agreement (Section 3.3(e)) EXHIBIT F Form of Regulation S Certificate EXHIBIT G-1 Form of Principal Primary Servicing Agreement EXHIBIT G-2 Reserved EXHIBIT H Form of Exchange Certification EXHIBIT I Form of Euroclear Bank EUROCLEAR or Clearstream Bank Certificate (Section 3.7(d) EXHIBIT J List of Loans as to Which Excess Servicing Fees Are Paid ("Excess Servicing Fee") EXHIBIT K-1 Form of Mortgage Loan Purchase Agreement I (BSCMI) EXHIBIT K-2 Form of Mortgage Loan Purchase Agreement II (Xxxxx Fargo) EXHIBIT K-3 Form of Mortgage Loan Purchase Agreement III (Principal) EXHIBIT K-4 Form of Mortgage Loan Purchase Agreement IV (MSMCBSF) EXHIBIT K-5 Reserved Form of Mortgage Loan Purchase Agreement V (MSDWMC) EXHIBIT L Form of Inspection Report EXHIBIT M Form of Monthly Certificateholders Reports (Section 5.4(a)) EXHIBIT N Form of CMSA Operating Statement Analysis Report EXHIBIT O Reserved EXHIBIT P Reserved EXHIBIT Q Reserved EXHIBIT R Reserved EXHIBIT S-1 Form of Power of Attorney to Master Servicer (Section 8.3(c)) EXHIBIT S-2 Form of Power of Attorney to Special Servicer (Section 9.4(a) EXHIBIT T Form of Debt Service Coverage Ratio Procedures EXHIBIT U Form of Assignment and Assumption Submission to Special Servicer (Section 8.7(a)) EXHIBIT V Form of Additional Lien, Monetary Encumbrance and Mezzanine Financing Submission Package to the Special Servicer (Section 8.7(e)) EXHIBIT W Restricted Servicer Reports EXHIBIT X Unrestricted Servicer Reports EXHIBIT Y Investor Certificate (Section 5.4(a)) EXHIBIT Z Form of Notice and Certification Regarding Defeasance of Mortgage Loans Reserved EXHIBIT AA Form of Xxxxx Fargo primary servicing agreement (Section 8.29(b)) EXHIBIT BB Controlling Class Certificateholder's Reports Checklist EXHIBIT CC Form of Performance Certification (Section 8.26 (b)) SCHEDULE I BSCMI Loan Schedule SCHEDULE II Xxxxx Fargo Loan Schedule SCHEDULE III Principal Loan Schedule SCHEDULE IV MSMC BSF Loan Schedule SCHEDULE V Reserved MSDWMC Loan Schedule SCHEDULE VI List of Escrow Accounts Not Currently Eligible Accounts (Section 8.3(e)) SCHEDULE VII Certain Escrow Accounts for Which a Report Under Section 5.1(g) is Required SCHEDULE VIII List of Mortgagors that are Third-Party Beneficiaries Under Section 2.3(a) SCHEDULE IX Rates Used in Determination of Class X Pass-Through Rates ("Class X-1 Strip Rate" and "Class X-2 Strip Rate") SCHEDULE X Rates Used in Determination of Class X Pass-Through Rates ("Class X-1 Strip Rate" and "Class X-2 Strip Rate") SCHEDULE XI Rates Used in Determination of Class X Pass-Through Rates ("Class X-1 Strip Rate" and "Class X-2 Strip Rate") SCHEDULE XII Rates Used in Determination of Class X Pass-Through Rates ("Class X-1 Strip Rate" and "Class X-2 Strip Rate") SCHEDULE XIII Rates Used in Determination of Class X Pass-Through Rates ("Class X-1 Strip Rate" and "Class X-2 Strip Rate") SCHEDULE XIV Rates Used in Determination of Class X Pass-Through Rates ("Class X-1 Strip Rate" and "Class X-2 Strip Rate") SCHEDULE XV Mortgage Loans Secured by Mortgaged Properties Covered by an Environmental Insurance Policy SCHEDULE XI XVI Mortgage Loans that are Earnout Loans SCHEDULE XVII List of Mortgage Loans that have Scheduled Payments after the end of a Collection Period SCHEDULE XII Loans that Accrue on an Actual/360 basis, but whose Servicing Fees Accrue on a 30/360 Basis THIS POOLING AND SERVICING AGREEMENT is dated as of November June 1, 2004 2002 (this "Agreement") between BEAR XXXXXX XXXXXXX COMMERCIAL MORTGAGE SECURITIES XXXX XXXXXX CAPITAL I INC., a Delaware corporation, as depositor (the "Depositor"), XXXXX FARGO BANK, NATIONAL ASSOCIATION, as master servicer (the "Master Servicer"), ARCAP SERVICING, INC.GMAC COMMERCIAL MORTGAGE CORPORATION, as special servicer (the "Special Servicer"), LASALLE BANK NATIONAL ASSOCIATION, as trustee of the Trust (the "Trustee"), ABN AMRO BANK N.V., only in its capacity as a fiscal agent pursuant to Article IV hereof (the "Fiscal Agent") and XXXXX FARGO BANKBANK MINNESOTA, NATIONAL ASSOCIATION, only in its capacity as paying agent (the "Paying Agent") and certificate registrar.

ACKNOWLEDGEMENT BY PRIMARY SERVICER. 287 256 -vi- EXHIBITS AND SCHEDULES ---------------------- EXHIBIT A-1 Form of Class A-1 Certificate EXHIBIT A-2 Form of Class A-2 Certificate EXHIBIT A-3 Form of Class A-3 Certificate EXHIBIT A-4 Form of Class A-4 Certificate Reserved EXHIBIT A-5 Form of Class A-5 B Certificate EXHIBIT A-6 Form of Class A-6 C Certificate EXHIBIT A-7 Form of Class B D Certificate EXHIBIT A-8 Form of Class C E Certificate EXHIBIT A-9 Form of Class D F Certificate EXHIBIT A-10 Form of Class E G Certificate EXHIBIT A-11 Form of Class F H Certificate EXHIBIT A-12 Form of Class G J Certificate EXHIBIT A-13 Form of Class H K Certificate EXHIBIT A-14 Form of Class J L Certificate EXHIBIT A-15 Form of Class K M Certificate EXHIBIT A-16 Form of Class L N Certificate EXHIBIT A-17 Form of Class M O Certificate EXHIBIT A-18 Form of Class N Certificate EXHIBIT A-19 Form of Class O Certificate EXHIBIT A-20 Form of Class P Certificate EXHIBIT A-21 Form of Class R-I Certificate EXHIBIT A-22 A-19 Form of Class R-II Certificate EXHIBIT A-23 A-20 Form of Class R-III Certificate EXHIBIT A-24 A-21 Form of Class X-1 Certificate EXHIBIT A-25 A-22 Form of Class X-2 Certificate EXHIBIT B-1 Form of Initial Certification of Trustee (Section 2.2) EXHIBIT B-2 Form of Final Certification of Trustee (Section 2.2) EXHIBIT C Form of Request for Release EXHIBIT D-1 Form of Transferor Certificate for Transfers to Definitive Privately Offered Certificates (Section 3.3(c)) EXHIBIT D-2A Form I of Transferee Certificate for Transfers of Definitive Privately Offered Certificates (Section 3.3(c)) EXHIBIT D-2B Form II of Transferee Certificate for Transfers of Definitive Privately Offered Certificates (Section 3.3(c)) EXHIBIT D-3A Form I of Transferee Certificate for Transfers of Interests in Book-Entry Privately Offered Certificates (Section 3.3(c)) EXHIBIT D-3B Form II of Transferee Certificate for Transfers of Interests in Book-Entry Privately Offered Certificates (Section 3.3(c)) EXHIBIT E-1 Form of Transfer Affidavit and Agreement (Section 3.3(e)) EXHIBIT E-2 Form of Transfer Affidavit and Agreement (Section 3.3(e)) EXHIBIT F Form of Regulation S Certificate EXHIBIT G-1 Form of Principal Primary Servicing Agreement EXHIBIT G-2 Reserved EXHIBIT H Form of Exchange Certification EXHIBIT I Form of Euroclear Bank EUROCLEAR or Clearstream Bank Certificate (Section 3.7(d) EXHIBIT J List of Loans as to Which Excess Servicing Fees Are Paid ("Excess Servicing Fee") EXHIBIT K-1 Form of Mortgage Loan Purchase Agreement I (BSCMIXxxx Xxxxxxx) EXHIBIT K-2 Form of Mortgage Loan Purchase Agreement II (Xxxxx FargoMSDWMC) EXHIBIT K-3 Form of Mortgage Loan Purchase Agreement III (Principal) EXHIBIT K-4 Form of Mortgage Loan Purchase Agreement IV (MSMC) EXHIBIT K-5 Reserved EXHIBIT L Form of Inspection Report EXHIBIT M Form of Monthly Certificateholders Reports (Section 5.4(a)) EXHIBIT N Form of CMSA Operating Statement Analysis Report EXHIBIT O Reserved EXHIBIT P Reserved EXHIBIT Q Reserved EXHIBIT R Reserved EXHIBIT S-1 Form of Power of Attorney to Master Servicer (Section 8.3(c)) EXHIBIT S-2 Form of Power of Attorney to Special Servicer (Section 9.4(a) EXHIBIT T Form of Debt Service Coverage Ratio Procedures EXHIBIT U Form of Assignment and Assumption Submission to Special Servicer (Section 8.7(a)) EXHIBIT V Form of Additional Lien, Monetary Encumbrance and Mezzanine Financing Submission Package to the Special Servicer (Section 8.7(e)) EXHIBIT W Restricted Servicer Reports EXHIBIT X Unrestricted Servicer Reports EXHIBIT Y Investor Certificate (Section 5.4(a)) EXHIBIT Z Form of Notice and Certification Regarding Defeasance of Mortgage Loans (Section 8.3(h)) EXHIBIT AA Form of Xxxxx Fargo Master Servicer primary servicing agreement (Section 8.29(b)) EXHIBIT BB Controlling Class Certificateholder's Reports Checklist EXHIBIT CC Form of Performance Certification (Section 8.26 (b)) SCHEDULE I BSCMI JHREF Loan Schedule SCHEDULE II Xxxxx Fargo MSDWMC Loan Schedule SCHEDULE III Principal Loan Schedule SCHEDULE IV MSMC Loan Schedule SCHEDULE V Reserved SCHEDULE VI List of Escrow Accounts Not Currently Eligible Accounts (Section 8.3(e)) SCHEDULE VII IV Certain Escrow Accounts for Which a Report Under Section 5.1(g) is Required SCHEDULE VIII V List of Mortgagors that are Third-Party Beneficiaries Under Section 2.3(a) SCHEDULE IX VI Rates Used in Determination of Class X Pass-Through Rates ("Class X-1 Strip Rate" and "Class X-2 Strip Rate") SCHEDULE VII Rates Used in Determination of Class X Pass-Through Rates ("Class X-1 Strip Rate" and "Class X-2 Strip Rate") SCHEDULE VIII Mortgage Loans Secured by Mortgaged Properties Covered by an Environmental Insurance Policy SCHEDULE XI List of IX Mortgage Loans that have Scheduled Payments after the end of a Collection Period SCHEDULE XII are Earnout Loans that Accrue on an Actual/360 basis, but whose Servicing Fees Accrue on a 30/360 Basis THIS POOLING AND SERVICING AGREEMENT is dated as of November March 1, 2004 2002 (this "Agreement") between BEAR XXXXXX XXXXXXX COMMERCIAL MORTGAGE SECURITIES XXXX XXXXXX CAPITAL I INC., a Delaware corporation, as depositor (the "Depositor"), XXXXX FARGO BANK, NATIONAL ASSOCIATIONGMAC COMMERCIAL MORTGAGE CORPORATION, as master servicer (the "Master Servicer"), ARCAP SERVICINGGMAC COMMERCIAL MORTGAGE CORPORATION, INC.as special servicer, PACIFIC LIFE INSURANCE COMPANY, as special servicer with respect to Mortgage Loan No. 1 (each a "Special Servicer" and collectively, the "Special ServicerServicers")) and XXXXX FARGO BANK MINNESOTA, LASALLE BANK NATIONAL ASSOCIATIONN.A., as trustee of the Trust (the "Trustee"), ABN AMRO BANK N.V., only in its capacity as a fiscal agent pursuant to Article IV hereof (the "Fiscal Agent") and XXXXX FARGO BANK, NATIONAL ASSOCIATION, only in its capacity as paying agent (the "Paying Agent") and certificate registrar.

ACKNOWLEDGEMENT BY PRIMARY SERVICER. 287 289 -vi- EXHIBITS AND SCHEDULES ---------------------- EXHIBIT A-1 Form of Class A-1 Certificate EXHIBIT A-2 Form of Class A-2 Certificate EXHIBIT A-3 Form of Class A-3 Certificate EXHIBIT A-4 Form of Class A-4 Certificate EXHIBIT A-5 Form of Class A-5 B Certificate EXHIBIT A-6 Form of Class A-6 C Certificate EXHIBIT A-7 Form of Class B D Certificate EXHIBIT A-8 Form of Class C E Certificate EXHIBIT A-9 Form of Class D F Certificate EXHIBIT A-10 Form of Class E G Certificate EXHIBIT A-11 Form of Class F H Certificate EXHIBIT A-12 Form of Class G J Certificate EXHIBIT A-13 Form of Class H K Certificate EXHIBIT A-14 Form of Class J L Certificate EXHIBIT A-15 Form of Class K M Certificate EXHIBIT A-16 Form of Class L N Certificate EXHIBIT A-17 Form of Class M O Certificate EXHIBIT A-18 Form of Class N Certificate Reserved EXHIBIT A-19 Form of Class O R-I Certificate EXHIBIT A-20 Form of Class P R-II Certificate EXHIBIT A-21 Form of Class R-I III Certificate EXHIBIT A-22 Form of Class R-II X-1 Certificate EXHIBIT A-23 Form of Class R-III Certificate EXHIBIT A-24 Form of Class X-1 Certificate EXHIBIT A-25 Form of Class X-2 Certificate EXHIBIT B-1 Form of Initial Certification of Trustee (Section 2.2) EXHIBIT B-2 Form of Final Certification of Trustee (Section 2.2) EXHIBIT C Form of Request for Release EXHIBIT D-1 Form of Transferor Certificate for Transfers to Definitive Privately Offered Certificates (Section 3.3(c)) EXHIBIT D-2A Form I of Transferee Certificate for Transfers of Definitive Privately Offered Certificates (Section 3.3(c)) EXHIBIT D-2B Form II of Transferee Certificate for Transfers of Definitive Privately Offered Certificates (Section 3.3(c)) EXHIBIT D-3A Form I of Transferee Certificate for Transfers of Interests in Book-Entry Privately Offered Certificates (Section 3.3(c)) EXHIBIT D-3B Form II of Transferee Certificate for Transfers of Interests in Book-Entry Privately Offered Certificates (Section 3.3(c)) EXHIBIT E-1 Form of Transfer Affidavit and Agreement (Section 3.3(e)) EXHIBIT E-2 Form of Transfer Affidavit and Agreement (Section 3.3(e)) EXHIBIT F Form of Regulation S Certificate EXHIBIT G-1 Form of Principal Primary Servicing Agreement EXHIBIT G-2 Reserved EXHIBIT H Form of Exchange Certification EXHIBIT I Form of Euroclear Bank or Clearstream Bank Certificate (Section 3.7(d)) EXHIBIT J List of Loans as to Which Excess Servicing Fees Are Paid ("Excess Servicing Fee") EXHIBIT K-1 Form of Mortgage Loan Purchase Agreement I (BSCMI) EXHIBIT K-2 Form of Mortgage Loan Purchase Agreement II (Xxxxx Fargo) EXHIBIT K-3 Form of Mortgage Loan Purchase Agreement III (Principal) EXHIBIT K-4 Form of Mortgage Loan Purchase Agreement IV (MSMC) EXHIBIT K-5 Reserved EXHIBIT L Form of Inspection Report EXHIBIT M Form of Monthly Certificateholders Reports (Section 5.4(a)) EXHIBIT N Form of CMSA Operating Statement Analysis Report EXHIBIT O Reserved EXHIBIT P Reserved EXHIBIT Q Reserved EXHIBIT R Reserved EXHIBIT S-1 Form of Power of Attorney to Master Servicer (Section 8.3(c)) EXHIBIT S-2 Form of Power of Attorney to Special Servicer (Section 9.4(a) EXHIBIT T Form of Debt Service Coverage Ratio Procedures EXHIBIT U Form of Assignment and Assumption Submission to Special Servicer (Section 8.7(a)) EXHIBIT V Form of Additional Lien, Monetary Encumbrance and Mezzanine Financing Submission Package to the Special Servicer (Section 8.7(e)) EXHIBIT W Restricted Servicer Reports EXHIBIT X Unrestricted Servicer Reports EXHIBIT Y Investor Certificate (Section 5.4(a)) EXHIBIT Z Form of Notice and Certification Regarding Defeasance of Mortgage Loans EXHIBIT AA Form of Xxxxx Fargo primary servicing agreement (Section 8.29(b)) EXHIBIT BB Controlling Class Certificateholder's Reports Checklist EXHIBIT CC Form of Performance Certification (Section 8.26 (b)) SCHEDULE I BSCMI Loan Schedule SCHEDULE II Xxxxx Fargo Loan Schedule SCHEDULE III Principal Loan Schedule SCHEDULE IV MSMC Loan Schedule SCHEDULE V Reserved SCHEDULE VI List of Escrow Accounts Not Currently Eligible Accounts (Section 8.3(e)) SCHEDULE VII Certain Escrow Accounts for Which a Report Under Section 5.1(g) is Required SCHEDULE VIII List of Mortgagors that are Third-Party Beneficiaries Under Section 2.3(a) SCHEDULE IX - SCHEDULE XVI Rates Used in Determination of Class X Pass-Through Rates ("Class X-1 Strip Rate" and "Class X-2 Strip Rate") SCHEDULE X XVII Mortgage Loans Secured by Mortgaged Properties Covered by an Environmental Insurance Policy SCHEDULE XI XVIII List of Mortgage Loans that have Scheduled Payments after the end of a Collection Period SCHEDULE XII XIX Loans that Accrue on an Actual/360 basis, but whose Servicing Fees Accrue on a 30/360 Basis THIS POOLING AND SERVICING AGREEMENT is dated as of November July 1, 2004 (this "Agreement") between BEAR XXXXXX XXXXXXX COMMERCIAL MORTGAGE SECURITIES CAPITAL INC., a Delaware corporation, as depositor (the "Depositor"), XXXXX FARGO BANK, NATIONAL ASSOCIATION, as master servicer (the "Master Servicer"), ARCAP SERVICING, INC., as special servicer (the "Special Servicer"), LASALLE BANK NATIONAL ASSOCIATION, as trustee of the Trust (the "Trustee"), ABN AMRO BANK N.V., only in its capacity as a fiscal agent pursuant to Article IV hereof (the "Fiscal Agent") and XXXXX FARGO BANK, NATIONAL ASSOCIATION, only in its capacity as paying agent (the "Paying Agent") and certificate registrar.