Common use of Exhibits Clause in Contracts

Exhibits. 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-AB Certificate Exhibit A-6 Form of Class A-BP Certificate Exhibit A-7 Form of Class X-A Certificate Exhibit A-8 Form of Class X-BP Certificate Exhibit A-9 Form of Class X-B Certificate Exhibit A-10 Form of Class X-D Certificate Exhibit A-11 Form of Class A-S Certificate Exhibit A-12 Form of Class B Certificate Exhibit A-13 Form of Class C Certificate Exhibit A-14 Form of Class D Certificate Exhibit A-15 Form of Class E-RR Certificate Exhibit A-16 Form of Class F-RR Certificate Exhibit A-17 Form of Class G-RR Certificate Exhibit A-18 Form of Class H-RR Certificate Exhibit A-19 Form of Class R Certificate Exhibit B Mortgage Loan Schedule Exhibit C Form of Investment Representation Letter Exhibit D-1 Form of Transferee Affidavit Exhibit D-2 Form of Transferor Letter Exhibit D-3 Form of Transferee Certificate for Transfers of the HRR Certificates Exhibit D-4 Form of Transferor Certificate for Transfers of the HRR Certificates Exhibit D-5 Form of Request of Sponsor Consent for Release of the HRR Certificates Exhibit E Form of Request for Release Exhibit F-1 Form of ERISA Representation Letter regarding ERISA Restricted Certificates Exhibit F-2 Form of ERISA Representation Letter regarding Class R Certificates Exhibit G Form of Distribution Date Statement Exhibit H Supplemental Servicer Schedule Exhibit I Form of Transfer Certificate for Rule 144A Book-Entry Certificate to Temporary Regulation S Book-Entry Certificate during Restricted Period Exhibit J Form of Transfer Certificate for Rule 144A Book-Entry Certificate to Regulation S Book-Entry Certificate after Restricted Period Exhibit K Form of Transfer Certificate for Temporary Regulation S Book-Entry Certificate to Rule 144A Book-Entry Certificate during Restricted Period Exhibit L Form of Transfer Certificate for Temporary Regulation S Book-Entry Certificate to Regulation S Book-Entry Certificate after Restricted Period Exhibit M Form of Transfer Certificate for Non-Book Entry Certificate to Temporary Regulation S Book-Entry Certificate Exhibit N Form of Transfer Certificate for Non-Book Entry Certificate to Regulation S Book-Entry Certificate Exhibit O Form of Transfer Certificate for Non-Book Entry Certificate to Rule 144A Book-Entry Certificate Exhibit P-1A Form of Investor Certification for Non-Borrower Party (for Persons other than the Directing Holder, the Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1B Form of Investor Certification for Non-Borrower Party (for the Directing Holder, Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1C Form of Investor Certification for Borrower Party (for Persons other than the Directing Holder, Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1D Form of Investor Certification for Borrower Party (for the Directing Holder, Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1E Form of Notice of Excluded Controlling Class Holder Exhibit P-1F Form of Notice of Excluded Controlling Class Holder to Certificate Administrator Exhibit P-1G Form of Certification of the Controlling Class Representative Exhibit P-2 Form of Certification for NRSROs Exhibit P-3 Online Market Data Provider Certification Exhibit Q Custodian Certification/Exception Report Exhibit R-1 Form of Power of Attorney by Trustee for Master Servicer Exhibit R-2 Form of Power of Attorney by Trustee for Special Servicer Exhibit S Initial Companion Holders, Initial Class Majority Certificateholder Exhibit T Form of Notice Relating to the Non-Serviced Mortgage Loans Exhibit U Form of Notice and Certification Regarding Defeasance of Mortgage Loan Exhibit V Form of Operating Advisor Annual Report Exhibit W Form of Notice from Operating Advisor Recommending Replacement of the Special Servicer Exhibit X Form of Confidentiality Agreement Exhibit Y Form Certification to be Provided with Form 10-K Exhibit Z-1 Form of Certification to be Provided to Depositor by Certificate Administrator Exhibit Z-2 Form of Certification to be Provided to Depositor by Master Servicer Exhibit Z-3 Form of Certification to be Provided to Depositor by Special Servicer Exhibit Z-4 Form of Certification to be Provided to Depositor by Trustee Exhibit Z-5 Form of Certification to be Provided to Depositor by Operating Advisor Exhibit Z-6 Form of Certification to be Provided to Depositor by Custodian Exhibit Z-7 Form of Certification to be Provided to Depositor by Asset Representations Reviewer Exhibit AA Servicing Criteria to be Addressed in Assessment of Compliance Exhibit BB Additional Form 10-D Disclosure Exhibit CC Additional Form 10-K Disclosure Exhibit DD Form 8-K Disclosure Information Exhibit EE Additional Disclosure Notification Exhibit FF Initial Sub-Servicers Exhibit GG Servicing Function Participants Exhibit HH Form of Annual Compliance Statement Exhibit II Form of Report on Assessment of Compliance with Servicing Criteria Exhibit JJ CREFC® Payment Information Exhibit KK Form of Notice of Additional Indebtedness Notification Exhibit LL Additional Disclosure Notification (Accounts) Exhibit MM Form of Notice of Purchase of Controlling Class Certificate Exhibit NN Form of Asset Review Report by the Asset Representations Reviewer Exhibit OO Form of Asset Review Report Summary Exhibit PP Asset Review Procedures Exhibit QQ Form of Certification to Certificate Administrator Requesting Access to Secure Data Room Exhibit RR Form of Notice of [Additional Delinquent Mortgage Loan][Cessation of Delinquent Mortgage Loan][Cessation of Asset Review Trigger] Exhibit SS Form of Certificate Administrator Receipt of the HRR Certificates Exhibit TT Form of Certificate Administrator Receipt of the HRR Certificates Upon Transfer

Exhibits. 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 A-2FL Certificate Exhibit A-4 Form of Class A-4 A-3 Certificate Exhibit A-5 Form of Class A-AB A-4 Certificate Exhibit A-6 Form of Class A-BP SB Certificate Exhibit A-7 Form of Class X-A A-1A Certificate Exhibit A-8 Form of Class X-BP X-1 Certificate Exhibit A-9 Form of Class X-B X-2 Certificate Exhibit A-10 Form of Class XA-D M Certificate Exhibit A-11 Form of Class A-S J Certificate Exhibit A-12 Form of Class B Certificate Exhibit A-13 Form of Class C Certificate Exhibit A-14 Form of Class D Certificate Exhibit A-15 Form of Class E-RR E Certificate Exhibit A-16 Form of Class F-RR F Certificate Exhibit A-17 Form of Class G-RR G Certificate Exhibit A-18 Form of Class H-RR H Certificate Exhibit A-19 Form of Class J Certificate Exhibit A-20 Form of Class K Certificate Exhibit A-21 Form of Class L Certificate Exhibit A-22 Form of Class M Certificate Exhibit A-23 Form of Class N Certificate Exhibit A-24 Form of Class P Certificate Exhibit A-25 Form of Class NR Certificate Exhibit A-26 Form of Class S Certificate Exhibit A-27 Form of Class R Certificate Exhibit A-28 Form of Class LR Certificate Exhibit B Mortgage Loan Schedule Exhibit C Form of Investment Representation Letter Exhibit D-1 Form of Transferee Transfer Affidavit Exhibit D-2 Form of Transferor Letter Exhibit D-3 Form of Transferee Certificate for Transfers of the HRR Certificates Exhibit D-4 Form of Transferor Certificate for Transfers of the HRR Certificates Exhibit D-5 Form of Request of Sponsor Consent for Release of the HRR Certificates Exhibit E Form of Request for Release Exhibit F-1 F Form of ERISA Representation Letter regarding ERISA Restricted Certificates Exhibit F-2 Form of ERISA Representation Letter regarding Class R Certificates Exhibit G Form of Distribution Date Statement to Certificateholders Exhibit H Supplemental Servicer Schedule Form of Omnibus Assignment Exhibit I I-1 Form of Regulation S Transfer Certificate during Restricted Period Exhibit I-2 Form of Regulation S Transfer Certificate after Restricted Period Exhibit J Form of Purchase Option Notice Exhibit K Form of Transfer Certificate for Rule 144A Book-Entry Certificate to Temporary Regulation S Book-Entry Certificate during Restricted Period Exhibit J L [Reserved] Exhibit M Controlling Class Certificateholder's Reports Checklist Exhibit N Form of Transfer Certificate for Rule 144A Book-Entry Certificate to Regulation S Book-Entry Certificate after Restricted Period Exhibit K O Form of Transfer Certificate for Temporary of Regulation S Book-Entry Certificate to Rule 144A Global Book-Entry Certificate during Restricted Period Exhibit L P Form of Transfer Certificate for Temporary Regulation S Book-Entry Certificate to Regulation S Book-Entry Certificate after during Restricted Period Exhibit M Form of Transfer Certificate for Non-Book Entry Certificate to Temporary Regulation S Book-Entry Certificate Exhibit N Form of Transfer Certificate for Non-Book Entry Certificate to Regulation S Book-Entry Certificate Exhibit O Form of Transfer Certificate for Non-Book Entry Certificate to Rule 144A Book-Entry Certificate Exhibit P-1A Form of Investor Certification for Non-Borrower Party (for Persons other than the Directing Holder, the Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1B Form of Investor Certification for Non-Borrower Party (for the Directing Holder, Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1C Form of Investor Certification for Borrower Party (for Persons other than the Directing Holder, Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1D Form of Investor Certification for Borrower Party (for the Directing Holder, Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1E Form of Notice of Excluded Controlling Class Holder Exhibit P-1F Form of Notice of Excluded Controlling Class Holder to Certificate Administrator Exhibit P-1G Form of Certification of the Controlling Class Representative Exhibit P-2 Form of Certification for NRSROs Exhibit P-3 Online Market Data Provider Certification Exhibit Q Custodian Certification/Exception Report Exhibit R-1 Form of Power of Attorney by Trustee for Master Servicer Exhibit R-2 Form of Power of Attorney by Trustee for Special Servicer Exhibit S Initial Companion Holders, Initial Class Majority Certificateholder Exhibit T Form of Notice Relating to the Non-Serviced Mortgage Loans Exhibit U Form of Notice and Certification Regarding Defeasance of Mortgage Loan Exhibit V Form of Operating Advisor Annual Report Exhibit W Form of Notice from Operating Advisor Recommending Replacement of the Special Servicer Exhibit X Form of Confidentiality Agreement Exhibit Y Form Certification to be Provided with Form 10-K Exhibit Z-1 R-1 Form of Certification to be Provided to Depositor by Certificate Administrator Paying Agent Exhibit Z-2 R-2 Form of Certification to be Provided to Depositor by Master Servicer Exhibit Z-3 R-3 Form of Certification to be Provided to Depositor by Special Servicer Exhibit Z-4 R-4 Form of Performance Certification to be Provided to Depositor by Trustee Exhibit Z-5 S Initial Companion Holders Exhibit T Form of Notice and Certification to be Provided to Depositor by Operating Advisor regarding Defeasance of Mortgage Loan Exhibit Z-6 Form of Certification to be Provided to Depositor by Custodian U Information Request from Certificateholder, Beneficial Owner or Prospective Purchaser Exhibit Z-7 Form of Certification to be Provided to Depositor by Asset Representations Reviewer V Trustee Certification/Exception Report Exhibit AA W [Reserved] Exhibit X Servicing Criteria to be Addressed in Assessment of Compliance Exhibit BB Y Additional Form 10-D Disclosure Exhibit CC Z Additional Form 10-K Disclosure Exhibit DD AA Form 8-K Disclosure Information Exhibit EE BB Swap Contract Schedule 1 Mortgage Loans Containing Additional Disclosure Notification Exhibit FF Initial SubDebt Schedule 2 Mortgage Loans that Initially Pay Interest Only Schedule 3 Class X Reference Rate Schedule Schedule 4 Assumption Fees on Certain Mortgage Loans Schedule 5 Class A-Servicers Exhibit GG Servicing Function Participants Exhibit HH Form SB Planned Principal Balance Schedule [References herein to specific Classes of Annual Compliance Statement Exhibit II Form Certificates are included solely for contextual purposes and are not meant to indicate any current or future certificate structure for any series of Report on Assessment of Compliance with Servicing Criteria Exhibit JJ CREFC® Payment Information Exhibit KK Form of Notice of Additional Indebtedness Notification Exhibit LL Additional Disclosure Notification (Accounts) Exhibit MM Form of Notice of Purchase of Controlling Class Certificate Exhibit NN Form of Asset Review Report Certificates offered by the Asset Representations Reviewer Exhibit OO Form of Asset Review Report Summary Exhibit PP Asset Review Procedures Exhibit QQ Form of Certification to Certificate Administrator Requesting Access to Secure Data Room Exhibit RR Form of Notice Depositor] This Pooling and Servicing Agreement (the "Agreement") is dated and effective as of [Additional Delinquent ________], 20[__], among J.P. Morgan Chase Commercial Mortgage Loan][Cessation of Delinquent Mortgage Loan][Cessation of Asset Review Trigger] Exhibit SS Form of Certificate Administrator Receipt of the HRR Certificates Exhibit TT Form of Certificate Administrator Receipt of the HRR Certificates Upon TransferSecurities Corp., as Depositor, [____________________], as Master Servicer, [________], as Special Servicer and [________], as Trustee and Paying Agent.

Exhibits. 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-AB A-5 Certificate Exhibit A-6 Form of Class A-BP SB Certificate Exhibit A-7 Form of Class X-A Certificate Exhibit A-8 Form of Class X-BP B Certificate Exhibit A-9 Form of Class X-B C Certificate Exhibit A-10 Form of Class X-D Certificate Exhibit A-11 Form of Class AX-S E Certificate Exhibit A-12 Form of Class B A-S Certificate Exhibit A-13 Form of Class C B Certificate Exhibit A-14 Form of Class D C Certificate Exhibit A-15 Form of Class E-RR D Certificate Exhibit A-16 Form of Class F-RR E Certificate Exhibit A-17 Form of Class G-RR F Certificate Exhibit A-18 Form of Class H-RR EC Certificate Exhibit A-19 Form of Class NR Certificate Exhibit A-20 Form of Class R Certificate Exhibit A-21 Form of Class Z Certificate Exhibit A-22 Form of Class UH5 Certificate Exhibit A-23 Form of Class WYA Certificate Exhibit A-24 Form of Class RIM Certificate Exhibit B Mortgage Loan Schedule Exhibit C Form of Investment Representation Letter Exhibit D-1 Form of Transferee Affidavit Exhibit D-2 Form of Transferor Letter Exhibit D-3 Form of Transferee Certificate for Transfers of the HRR Certificates Exhibit D-4 Form of Transferor Certificate for Transfers of the HRR Certificates Exhibit D-5 Form of Request of Sponsor Consent for Release of the HRR Certificates Exhibit E Form of Request for Release Exhibit F-1 Form of ERISA Representation Letter regarding ERISA Restricted Certificates Exhibit F-2 Form of ERISA Representation Letter regarding Class R Certificates and Class Z Certificates Exhibit G Form of Distribution Date Statement to Certificateholders Exhibit H Supplemental Servicer Schedule Form of Omnibus Assignment Exhibit I Form of Transfer Certificate for Rule 144A Book-Entry Certificate to Temporary Regulation S Book-Entry Certificate during Restricted Period Exhibit J Form of Transfer Certificate for Rule 144A Book-Entry Certificate to Regulation S Book-Entry Certificate after Restricted Period Exhibit K Form of Transfer Certificate for Temporary Regulation S Book-Entry Certificate to Rule 144A Book-Entry Certificate during Restricted Period Exhibit L Form of Transfer Certificate for Temporary Regulation S Book-Entry Certificate to Regulation S Book-Entry Certificate after Restricted Period Exhibit M Form of Transfer Certificate for Non-Book Entry Certificate to Temporary Regulation S Book-Entry Certificate Exhibit N Form of Transfer Certificate for Non-Book Entry Certificate to Regulation S Book-Entry Certificate Exhibit O Form of Transfer Certificate for Non-Book Entry Certificate to Rule 144A Book-Entry Certificate Exhibit P-1A P-1 Form of Investor Certification for Non-Borrower Party (for Persons other than the Directing Holder, the Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1B Form of Investor Certification for Non-Borrower Party (for the Directing Holder, Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1C Form of Investor Certification for Borrower Party (for Persons other than the Directing Holder, Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1D Form of Investor Certification for Borrower Party (for the Directing Holder, Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1E Form of Notice of Excluded Controlling Class Holder Exhibit P-1F Form of Notice of Excluded Controlling Class Holder to Certificate Administrator Exhibit P-1G Form of Certification of the Controlling Class Representative Exhibit P-2 Form of Certification for NRSROs Exhibit P-3 Online Market Data Provider Certification Exhibit Q Custodian Certification/Exception Report Exhibit R-1 Form of Power of Attorney by Trustee for – Master Servicer Exhibit R-2 Form of Power of Attorney by Trustee for – Special Servicer Exhibit S Initial Companion Holders, Initial Class RIM Majority Certificateholder Certificateholder, Initial Class WYA Majority Certificateholder, Exhibit T Form of Notice Relating to the Non-Serviced Mortgage Loans Loan Exhibit U Form of Notice and Certification Regarding Defeasance of Mortgage Loan Exhibit V Form of Operating Senior Trust Advisor Annual Report Exhibit W Form of Notice from Operating Senior Trust Advisor Recommending Replacement of the Special Servicer Exhibit X Form of Confidentiality Agreement Exhibit Y Form Certification to be Provided with Form 10-K Exhibit Z-1 Form of Certification to be Provided to Depositor by Certificate Administrator Exhibit Z-2 Form of Certification to be Provided to Depositor by Master Servicer Exhibit Z-3 Form of Certification to be Provided to Depositor by Special Servicer Exhibit Z-4 Form of Certification to be Provided to Depositor by Trustee Exhibit Z-5 Form of Certification to be Provided to Depositor by Operating Senior Trust Advisor Exhibit Z-6 Form of Certification to be Provided to Depositor by Custodian Exhibit Z-7 Form of Certification to be Provided to Depositor by Asset Representations Reviewer Exhibit AA Servicing Criteria to be Addressed in Assessment of Compliance Exhibit BB Additional Form 10-D Disclosure Exhibit CC Additional Form 10-K Disclosure Exhibit DD Form 8-K Disclosure Information Exhibit EE Additional Disclosure Notification Exhibit FF Initial Sub-Servicers Exhibit GG Servicing Function Participants Exhibit HH Form of Annual Compliance Statement Exhibit II Form of Report on Assessment of Compliance with Servicing Criteria Exhibit JJ CREFC® Payment Information Exhibit KK Form of Notice of Additional Indebtedness Notification Exhibit LL Form of Notice of Exchangeable Certificates for the Class EC Certificates Exhibit MM Additional Disclosure Notification (Accounts) Exhibit MM NN Form of Notice of Purchase of Controlling Class Certificate Exhibit NN Form of Asset Review Report by the Asset Representations Reviewer Exhibit OO Form of Asset Review Report Summary [Reserved] Exhibit PP Asset Review Procedures Exhibit QQ Form of Certification to Certificate Administrator Requesting Access to Secure Data Room Exhibit RR Form of Notice of [Additional Delinquent Mortgage Loan][Cessation Purchase of Delinquent Mortgage Loan][Cessation of Asset Review Trigger] Exhibit SS Form of Certificate Administrator Receipt of the HRR Certificates Exhibit TT Form of Certificate Administrator Receipt of the HRR Certificates Upon TransferSubordinate Loan-Specific Certificate

Exhibits. Exhibit A-1 Form of Class I-A-1 Certificate Certificates Exhibit A-2 Form of Class A-2 Certificate II-A-1 Certificates Exhibit A-3 Form of Class A-3 Certificate II-A-2 Certificates Exhibit A-4 Form of Class A-4 Certificate II-A-3 Certificates Exhibit A-5 Form of Class AII-AB Certificate A-4 Certificates Exhibit A-6 Form of Class A-BP Certificate M-1 Certificates Exhibit A-7 Form of Class X-A Certificate M-2 Certificates Exhibit A-8 Form of Class X-BP Certificate M-3 Certificates Exhibit A-9 Form of Class X-B Certificate M-4 Certificates Exhibit A-10 Form of Class X-D Certificate M-5 Certificates Exhibit A-11 Form of Class A-S Certificate M-6 Certificates Exhibit A-12 Form of Class B Certificate M-7 Certificates Exhibit A-13 Form of Class C Certificate M-8 Certificates Exhibit A-14 Form of Class D Certificate M-9 Certificates Exhibit A-15 Form of Class E-RR Certificate M-10 Certificates Exhibit A-16 Form of Class F-RR Certificate M-11 Certificates Exhibit A-17 Form of Class G-RR Certificate C Certificates Exhibit A-18 Form of Class H-RR Certificate P Certificates Exhibit A-19 Form of Class R Certificate Certificates Exhibit A-20 Form of Class R-X Certificates Exhibit B Form of PMI Policy Exhibit C Form of Mortgage Loan Purchase Agreement Exhibit D Mortgage Loan Schedule Exhibit C Form of Investment Representation Letter Exhibit D-1 Form of Transferee Affidavit Exhibit D-2 Form of Transferor Letter Exhibit D-3 Form of Transferee Certificate for Transfers of the HRR Certificates Exhibit D-4 Form of Transferor Certificate for Transfers of the HRR Certificates Exhibit D-5 Form of Request of Sponsor Consent for Release of the HRR Certificates Exhibit E Form of Request for Release Exhibit F-1 Form of ERISA Representation Letter regarding ERISA Restricted Certificates Trustee’s Initial Certification Exhibit F-2 Form of Trustee’s Final Certification Exhibit F-3 Form of Receipt of Mortgage Note Exhibit G Loss Mitigation Procedures Exhibit H Form of Lost Note Affidavit Exhibit I Form of Interest Rate Swap Agreement Exhibit J Form of Investment Letter Exhibit K Form of Residual Certificates Transfer Affidavit Exhibit L Form of Transferor Certificate Exhibit M Form of ERISA Representation Letter regarding Class R Certificates Exhibit G Form of Distribution Date Statement Exhibit H Supplemental Servicer Schedule Exhibit I Form of Transfer Certificate for Rule 144A Book-Entry Certificate to Temporary Regulation S Book-Entry Certificate during Restricted Period Exhibit J Form of Transfer Certificate for Rule 144A Book-Entry Certificate to Regulation S Book-Entry Certificate after Restricted Period Exhibit K Form of Transfer Certificate for Temporary Regulation S Book-Entry Certificate to Rule 144A Book-Entry Certificate during Restricted Period Exhibit L Form of Transfer Certificate for Temporary Regulation S Book-Entry Certificate to Regulation S Book-Entry Certificate after Restricted Period Exhibit M Form of Transfer Certificate for Non-Book Entry Certificate to Temporary Regulation S Book-Entry Certificate Exhibit N Form of Transfer Certificate for Non-Book Entry Certificate to Regulation S Book-Entry Certificate Swap Administration Agreement Exhibit O Form of Transfer Certificate for Non-Book Entry Certificate to Rule 144A Book-Entry Certificate Remittance Report Exhibit P-1A P Form of Investor Certification for Non-Borrower Party (for Persons other than the Directing Holder, the Controlling Class Representative and/or a Controlling Class Certificateholder) Subsequent Transfer Instrument Exhibit P-1B Q Form of Investor Certification for Non-Borrower Party (for the Directing Holder, Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1C Form of Investor Certification for Borrower Party (for Persons other than the Directing Holder, Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1D Form of Investor Certification for Borrower Party (for the Directing Holder, Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1E Form of Addition Notice of Excluded Controlling Class Holder Exhibit P-1F Form of Notice of Excluded Controlling Class Holder to Certificate Administrator Exhibit P-1G Form of Certification of the Controlling Class Representative Exhibit P-2 Form of Certification for NRSROs Exhibit P-3 Online Market Data Provider Certification Exhibit Q Custodian Certification/Exception Report Exhibit R-1 Form of Power of Attorney by Trustee for Master Servicer Exhibit R-2 Form of Power of Attorney by Trustee for Special Servicer Exhibit S Initial Companion Holders, Initial Class Majority Certificateholder Exhibit T Form of Notice Relating to the Non-Serviced Mortgage Loans Exhibit U Form of Notice and Certification Regarding Defeasance of Mortgage Loan Exhibit V Form of Operating Advisor Annual Report Exhibit W Form of Notice from Operating Advisor Recommending Replacement of the Special Servicer Exhibit X Form of Confidentiality Agreement Exhibit Y Form Certification to be Be Provided by the Depositor with Form 10-K Exhibit Z-1 R-2 Form of Certification to be Be Provided to Depositor by Certificate Administrator Exhibit Z-2 Form of Certification to be Provided to Depositor by Master Servicer Exhibit Z-3 Form of Certification to be Provided to Depositor by Special Servicer Exhibit Z-4 Form of Certification to be Provided to Depositor by the Trustee Exhibit Z-5 Form of Certification to be Provided to Depositor by Operating Advisor Exhibit Z-6 Form of Certification to be Provided to Depositor by Custodian Exhibit Z-7 Form of Certification to be Provided to Depositor by Asset Representations Reviewer Exhibit AA S Servicing Criteria to be Be Addressed in Assessment of Compliance Exhibit BB Additional T Form 10-D Disclosure Exhibit CC Additional D, Form 8-K and Form 10-K Disclosure Reporting Responsibility Exhibit DD Form 8-K Disclosure Information Exhibit EE U Additional Disclosure Notification Exhibit FF Initial Sub-Servicers Exhibit GG Schedule I Prepayment Charge Schedule This Pooling and Servicing Function Participants Exhibit HH Form Agreement is dated as of Annual Compliance Statement Exhibit II Form of Report on Assessment of Compliance with Servicing Criteria Exhibit JJ CREFC® Payment Information Exhibit KK Form of Notice of Additional Indebtedness Notification Exhibit LL Additional Disclosure Notification October 1, 2006 (Accountsthe “Agreement”), among OPTION ONE MORTGAGE ACCEPTANCE CORPORATION, as depositor (the “Depositor”), OPTION ONE MORTGAGE CORPORATION, as Servicer (the “Servicer”) Exhibit MM Form of Notice of Purchase of Controlling Class Certificate Exhibit NN Form of Asset Review Report by and WXXXX FARGO BANK, N.A., as trustee (the Asset Representations Reviewer Exhibit OO Form of Asset Review Report Summary Exhibit PP Asset Review Procedures Exhibit QQ Form of Certification to Certificate Administrator Requesting Access to Secure Data Room Exhibit RR Form of Notice of [Additional Delinquent Mortgage Loan][Cessation of Delinquent Mortgage Loan][Cessation of Asset Review Trigger] Exhibit SS Form of Certificate Administrator Receipt of the HRR Certificates Exhibit TT Form of Certificate Administrator Receipt of the HRR Certificates Upon Transfer“Trustee”).

Exhibits. 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-AB A-5 Certificate Exhibit A-6 Form of Class A-BP SB Certificate Exhibit A-7 Form of Class X-A Certificate Exhibit A-8 Form of Class X-BP B Certificate Exhibit A-9 Form of Class X-B C Certificate Exhibit A-10 Form of Class X-D Certificate Exhibit A-11 Form of Class A-S Certificate Exhibit A-12 Form of Class B Certificate Exhibit A-13 Form of Class C Certificate Exhibit A-14 Form of Class D Certificate Exhibit A-15 Form of Class E-RR E Certificate Exhibit A-16 Form of Class F-RR F Certificate Exhibit A-17 Form of Class G-RR EC Certificate Exhibit A-18 Form of Class H-RR NR Certificate Exhibit A-19 Form of Class R Certificate Exhibit B Mortgage Loan Schedule Exhibit C Form of Investment Representation Letter Exhibit D-1 Form of Transferee Affidavit Exhibit D-2 Form of Transferor Letter Exhibit D-3 Form of Transferee Certificate for Transfers of the HRR Certificates Exhibit D-4 Form of Transferor Certificate for Transfers of the HRR Certificates Exhibit D-5 Form of Request of Sponsor Consent for Release of the HRR Certificates Exhibit E Form of Request for Release Exhibit F-1 Form of ERISA Representation Letter regarding ERISA Restricted Certificates Exhibit F-2 Form of ERISA Representation Letter regarding Class R Certificates Exhibit G Form of Distribution Date Statement to Certificateholders Exhibit H Supplemental Servicer Schedule Form of Omnibus Assignment Exhibit I Form of Transfer Certificate for Rule 144A Book-Entry Certificate to Temporary Regulation S Book-Entry Certificate during Restricted Period Exhibit J Form of Transfer Certificate for Rule 144A Book-Entry Certificate to Regulation S Book-Entry Certificate after Restricted Period Exhibit K Form of Transfer Certificate for Temporary Regulation S Book-Entry Certificate to Rule 144A Book-Entry Certificate during Restricted Period Exhibit L Form of Transfer Certificate for Temporary Regulation S Book-Entry Certificate to Regulation S Book-Entry Certificate after Restricted Period Exhibit M Form of Transfer Certificate for Non-Book Entry Certificate to Temporary Regulation S Book-Entry Certificate Exhibit N Form of Transfer Certificate for Non-Book Entry Certificate to Regulation S Book-Entry Certificate Exhibit O Form of Transfer Certificate for Non-Book Entry Certificate to Rule 144A Book-Entry Certificate Exhibit P-1A P-1 Form of Investor Certification for Non-Borrower Party (for Persons other than the Directing Holder, the Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1B Form of Investor Certification for Non-Borrower Party (for the Directing Holder, Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1C Form of Investor Certification for Borrower Party (for Persons other than the Directing Holder, Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1D Form of Investor Certification for Borrower Party (for the Directing Holder, Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1E Form of Notice of Excluded Controlling Class Holder Exhibit P-1F Form of Notice of Excluded Controlling Class Holder to Certificate Administrator Exhibit P-1G Form of Certification of the Controlling Class Representative Exhibit P-2 Form of Certification for NRSROs Exhibit P-3 Online Market Data Provider Certification Exhibit Q Custodian Certification/Exception Report Exhibit R-1 R Form of Power of Attorney by Trustee for Master Servicer Exhibit R-2 Form of Power of Attorney by Trustee for Special Servicer Exhibit S Initial Companion Holders, Initial Class Majority Certificateholder Holders Exhibit T Form of Notice Relating to the Non-Serviced Mortgage Loans Loan Exhibit U Form of Notice and Certification Regarding Defeasance of Mortgage Loan Exhibit V Form of Operating Senior Trust Advisor Annual Report Exhibit W Form of Notice from Operating Senior Trust Advisor Recommending Replacement of the Special Servicer Exhibit X Form of Confidentiality Agreement Exhibit Y Form Certification to be Provided with Form 10-K Exhibit Z-1 Form of Certification to be Provided to Depositor by Certificate Administrator Exhibit Z-2 Axxxxxxxxxxxx Xxxxxxx X-0 Form of Certification to be Provided to Depositor by Master Servicer Exhibit Z-3 Form of Certification to be Provided to Depositor by Special Servicer Exhibit Z-4 Form of Certification to be Provided to Depositor by Trustee Exhibit Z-5 Form of Certification to be Provided to Depositor by Operating Senior Trust Advisor Exhibit Z-6 Form of Certification to be Provided to Depositor by Custodian Exhibit Z-7 Form of Certification to be Provided to Depositor by Asset Representations Reviewer Exhibit AA Servicing Criteria to be Addressed in Assessment of Compliance Exhibit BB Additional Form 10-D Disclosure Exhibit CC Additional Form 10-K Disclosure Exhibit DD Form 8-K Disclosure Information Exhibit EE Additional Disclosure Notification Exhibit FF Initial Sub-Servicers Exhibit GG Servicing Function Participants Exhibit HH Form of Annual Compliance Statement Exhibit II Form of Report on Assessment of Compliance with Servicing Criteria Exhibit JJ CREFC® Payment Information Exhibit KK Form of Notice of Additional Indebtedness Notification Exhibit LL Form of Notice of Exchangeable Certificates for the Class EC Certificates Exhibit MM Additional Disclosure Notification (Accounts) Exhibit MM NN Form of Notice of Purchase of Controlling Class Certificate Exhibit NN Form of Asset Review Report by the Asset Representations Reviewer Exhibit OO Form of Asset Review Report Summary Exhibit PP Asset Review Procedures Exhibit QQ Form of Certification to Certificate Administrator Requesting Access to Secure Data Room Exhibit RR Form of Notice of [Additional Delinquent Mortgage Loan][Cessation of Delinquent Mortgage Loan][Cessation of Asset Review Trigger] Exhibit SS Form of Certificate Administrator Receipt of the HRR Certificates Exhibit TT Form of Certificate Administrator Receipt of the HRR Certificates Upon TransferCertificate

Exhibits. Exhibit A-1 Form of Class A-1 Certificate Exhibit A-2 Form of Class A-2 A-1S Certificate Exhibit A-3 Form of Class A-3 A-2 Certificate Exhibit A-4 Form of Class A-4 A-2S Certificate Exhibit A-5 Form of Class A-AB A-2SFL Certificate Exhibit A-6 Form of Class A-BP A-3 Certificate Exhibit A-7 Form of Class X-A A-3SFL Certificate Exhibit A-8 Form of Class X-BP A-1A Certificate Exhibit A-9 Form of Class X-B X Certificate Exhibit A-10 Form of Class XA-D M Certificate Exhibit A-11 Form of Class A-S MS Certificate Exhibit A-12 Form of Class B A-J Certificate Exhibit A-13 Form of Class C A-JS Certificate Exhibit A-14 Form of Class D B Certificate Exhibit A-15 Form of Class EB-RR S Certificate Exhibit A-16 Form of Class F-RR C Certificate Exhibit A-17 Form of Class GC-RR S Certificate Exhibit A-18 Form of Class H-RR D Certificate Exhibit A-19 Form of Class D-S Certificate Exhibit A-20 Form of Class E Certificate Exhibit A-21 Form of Class E-S Certificate Exhibit A-22 Form of Class F Certificate Exhibit A-23 Form of Class F-S Certificate Exhibit A-24 Form of Class G Certificate Exhibit A-25 Form of Class G-S Certificate Exhibit A-26 Form of Class H Certificate Exhibit A-27 Form of Class H-S Certificate Exhibit A-28 Form of Class J Certificate Exhibit A-29 Form of Class K Certificate Exhibit A-30 Form of Class L Certificate Exhibit A-31 Form of Class M Certificate Exhibit A-32 Form of Class N Certificate Exhibit A-33 Form of Class P Certificate Exhibit A-34 Form of Class NR Certificate Exhibit A-35 Form of Class R Certificate Exhibit A-36 Form of Class MR Certificate Exhibit A-37 Form of Class LR Certificate Exhibit B Mortgage Loan Schedule Exhibit C Form of Investment Representation Letter Exhibit D-1 Form of Transferee Transfer Affidavit Exhibit D-2 Form of Transferor Letter Exhibit D-3 Form of Transferee Certificate for Transfers of the HRR Certificates Exhibit D-4 Form of Transferor Certificate for Transfers of the HRR Certificates Exhibit D-5 Form of Request of Sponsor Consent for Release of the HRR Certificates Exhibit E Form of Request for Release Exhibit F-1 F Form of ERISA Representation Letter regarding ERISA Restricted Certificates Exhibit F-2 Form of ERISA Representation Letter regarding Class R Certificates Exhibit G Form of Distribution Date Statement to Certificateholders Exhibit H Supplemental Servicer Schedule Form of Omnibus Assignment Exhibit I I-1 Form of Regulation S Transfer Certificate during Restricted Period Exhibit I-2 Form of Regulation S Transfer Certificate after Restricted Period Exhibit J Form of Purchase Option Notice Exhibit K Form of Transfer Certificate for Rule 144A Book-Entry Certificate to Temporary Regulation S Book-Entry Certificate during Restricted Period Exhibit J L Form of Assignment, Assumption and Recognition Agreement Exhibit M Form of Notice Relating to the Bank of America Plaza Mortgage Loan and the Tysons Galleria Mortgage Loan Exhibit N Form of Transfer Certificate for Rule 144A Book-Entry Certificate to Regulation S Book-Entry Certificate after Restricted Period Exhibit K O Form of Transfer Certificate for Temporary Regulation S Book-Entry Certificate to Rule 144A Global Book-Entry Certificate during Restricted Period Exhibit L P Form of Transfer Certificate for Temporary Regulation S Book-Entry Certificate to Regulation S Book-Entry Certificate after during Restricted Period Exhibit M Q Form of Transfer Certificate for Non-Book Entry Certificate to Temporary Regulation S Book-Entry Certificate Exhibit N Form of Transfer Certificate for Non-Book Entry Certificate to Regulation S Book-Entry Certificate Exhibit O Form of Transfer Certificate for Non-Book Entry Certificate to Rule 144A Book-Entry Certificate Exhibit P-1A Form of Investor Certification for Non-Borrower Party (for Persons other than the Directing Holder, the Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1B Form of Investor Certification for Non-Borrower Party (for the Directing Holder, Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1C Form of Investor Certification for Borrower Party (for Persons other than the Directing Holder, Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1D Form of Investor Certification for Borrower Party (for the Directing Holder, Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1E Form of Notice of Excluded Controlling Class Holder Exhibit P-1F Form of Notice of Excluded Controlling Class Holder to Certificate Administrator Exhibit P-1G Form of Certification of the Controlling Class Representative Exhibit P-2 Form of Certification for NRSROs Exhibit P-3 Online Market Data Provider Certification Exhibit Q Custodian Certification/Exception Report Exhibit R-1 Form of Power of Attorney by Trustee for Master Servicer Exhibit R-2 Form of Power of Attorney by Trustee for Special Servicer Exhibit S Initial Companion Holders, Initial Class Majority Certificateholder Exhibit T Form of Notice Relating to the Non-Serviced Mortgage Loans Exhibit U Form of Notice and Certification Regarding Defeasance of Mortgage Loan Exhibit V Form of Operating Advisor Annual Report Exhibit W Form of Notice from Operating Advisor Recommending Replacement of the Special Servicer Exhibit X Form of Confidentiality Agreement Exhibit Y Form Certification to be Provided with Form 10-K Exhibit Z-1 R-1 Form of Certification to be Provided to Depositor by Certificate Administrator Trustee Exhibit Z-2 R-2 Form of Certification to be Provided to Depositor by Paying Agent Exhibit R-3 Form of Certification to be Provided to Depositor by Each Master Servicer Exhibit Z-3 R-4 Form of Certification to be Provided to Depositor by Special Servicer Exhibit Z-4 S Initial Companion Holders Exhibit T Form of Notice and Certification to be Provided to Depositor by regarding Defeasance of Mortgage Loan Exhibit U Information Request from Certificateholder, Beneficial Owner or Prospective Purchaser Exhibit V Trustee Certification/Exception Report Exhibit Z-5 Form of Certification to be Provided to Depositor by Operating Advisor Exhibit Z-6 Form of Certification to be Provided to Depositor by Custodian Exhibit Z-7 Form of Certification to be Provided to Depositor by Asset Representations Reviewer Exhibit AA W Servicing Criteria to be Addressed in Assessment of Compliance Exhibit BB X Additional Form 10-D Disclosure Exhibit CC Y Additional Form 10-K Disclosure Exhibit DD Z Form 8-K Disclosure Information Exhibit EE AA Additional Disclosure Notification Exhibit FF Initial Sub-Servicers BB Servicing and Subservicing Agreements Exhibit GG Servicing Function Participants Exhibit HH Form of Annual Compliance Statement Exhibit II Form of Report on Assessment of Compliance with Servicing Criteria Exhibit JJ CREFC® Payment Information Exhibit KK Form of Notice of Additional Indebtedness Notification Exhibit LL Additional Disclosure Notification (Accounts) Exhibit MM Form of Notice of Purchase of Controlling CC Swap Contract Related to the Class Certificate Exhibit NN Form of Asset Review Report by the Asset Representations Reviewer Exhibit OO Form of Asset Review Report Summary Exhibit PP Asset Review Procedures Exhibit QQ Form of Certification to Certificate Administrator Requesting Access to Secure Data Room Exhibit RR Form of Notice of [Additional Delinquent Mortgage Loan][Cessation of Delinquent Mortgage Loan][Cessation of Asset Review Trigger] Exhibit SS Form of Certificate Administrator Receipt of the HRR A-2SFL Certificates Exhibit TT Form DD Swap Contract Related to the Class A-3SFL Certificates Exhibit EE Release Oversight Loans Exhibit FF Tenants-In-Common Oversight Loans Schedule 1 Mortgage Loans Containing Additional Debt Schedule 2 Mortgage Loans that Initially Pay Interest Only Schedule 3 Assumption Fees on Certain Mortgage Loans Schedule 4 Mortgage Loans with Earnouts, Holdbacks or Letters of Certificate Administrator Receipt Credit This Pooling and Servicing Agreement (the "Agreement") is dated and effective as of the HRR Certificates Upon TransferDecember 1, 2006, among J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Mixxxxx Xxxx Sxxxxxes, Inc., as Master Servicer No. 1, Capmark Finance Inc., as Master Servicer No. 2, Wachovia Bank, National Association, as Master Servicer No. 3, LNR Partners, Inc., as Special Servicer, LaSalle Bank National Association, as Trustee, and Wells Fargo Bank, N.A., as Paying Agent.

Exhibits. Exhibit A-1 - Form of Face of Class A-1 Certificate Exhibit A-2 A-R - 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 Face of Class A-AB Certificate Exhibit A-6 Form of Class A-BP Certificate Exhibit A-7 Form of Class X-A Certificate Exhibit A-8 Form of Class X-BP Certificate Exhibit A-9 Form of Class X-B Certificate Exhibit A-10 Form of Class X-D Certificate Exhibit A-11 Form of Class A-S Certificate Exhibit A-12 Form of Class B Certificate Exhibit A-13 Form of Class C Certificate Exhibit A-14 Form of Class D Certificate Exhibit A-15 Form of Class E-RR Certificate Exhibit A-16 Form of Class F-RR Certificate Exhibit A-17 Form of Class G-RR Certificate Exhibit A-18 Form of Class H-RR Certificate Exhibit A-19 Form of Class R Certificate Exhibit B Mortgage Loan Schedule B-1 - Form of Face of Class B-1 Certificate Exhibit B-2 - Form of Face of Class B-2 Certificate Exhibit B-3 - Form of Face of Class B-3 Certificate Exhibit B-4 - Form of Face of Class B-4 Certificate Exhibit B-5 - Form of Face of Class B-5 Certificate Exhibit B-6 - Form of Face of Class B-6 Certificate Exhibit C Form of Investment Representation Letter Reverse of all Certificates........................... Exhibit D-1 D Mortgage Loan Schedule........................................ Exhibit E Request for Release of Documents.............................. Exhibit F Form of Certification of Establishment of Account............. Exhibit G-1 Form of Transferor's Certificate.............................. Exhibit G-2A Form 1 of Transferee's Certificate............................ Exhibit G-2B Form 2 of Transferee's Certificate............................ Exhibit H Form of Transferee Affidavit Exhibit D-2 Form of Transferor Letter Exhibit D-3 Form of Transferee Certificate for Transfers of the HRR Certificates Exhibit D-4 Form of Transferor Certificate for Transfers of the HRR Certificates Exhibit D-5 Form of Request of Sponsor Consent for Release of the HRR Certificates Exhibit E Form of Request for Release Exhibit F-1 Form of ERISA Representation Letter regarding for ERISA Restricted Certificates Exhibit F-2 Form of ERISA Representation Letter regarding Class R Certificates Exhibit G Form of Distribution Date Statement Exhibit H Supplemental Servicer Schedule Certificates............................. Exhibit I Form of Affidavit Regarding Transfer Certificate for Rule 144A Book-Entry Certificate to Temporary Regulation S Book-Entry Certificate during Restricted Period of Residual Certificate.. Exhibit J Form Contents of Transfer Certificate for Rule 144A Book-Entry Certificate to Regulation S Book-Entry Certificate after Restricted Period Servicing File.................................... Exhibit K Form of Transfer Certificate for Temporary Regulation S Book-Entry Certificate to Rule 144A Book-Entry Certificate during Restricted Period Special Servicing Agreement........................... Exhibit L Form List of Transfer Certificate for Temporary Regulation S Book-Entry Certificate to Regulation S Book-Entry Certificate after Restricted Period Exhibit M Form of Transfer Certificate for Non-Book Entry Certificate to Temporary Regulation S Book-Entry Certificate Exhibit N Form of Transfer Certificate for Non-Book Entry Certificate to Regulation S Book-Entry Certificate Exhibit O Form of Transfer Certificate for Non-Book Entry Certificate to Rule 144A Book-Entry Certificate Exhibit P-1A Form of Investor Certification for Non-Borrower Party Recordation States.............................. POOLING AND SERVICING AGREEMENT THIS POOLING AND SERVICING AGREEMENT, dated May 23, 2002 is hereby executed by and among BANK OF AMERICA MORTGAGE SECURITIES, INC., as depositor (for Persons other than the Directing Holdertogether with its permitted successors and assigns, the Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1B Form of Investor Certification for Non-Borrower Party "Depositor"), BANK OF AMERICA, N.A., as servicer (for together with its permitted successors and assigns, the Directing Holder"Servicer"), Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1C Form of Investor Certification for Borrower Party and THE BANK OF NEW YORK, as trustee (for Persons other than together with its permitted successors and assigns, the Directing Holder, Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1D Form of Investor Certification for Borrower Party (for the Directing Holder, Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1E Form of Notice of Excluded Controlling Class Holder Exhibit P-1F Form of Notice of Excluded Controlling Class Holder to Certificate Administrator Exhibit P-1G Form of Certification of the Controlling Class Representative Exhibit P-2 Form of Certification for NRSROs Exhibit P-3 Online Market Data Provider Certification Exhibit Q Custodian Certification/Exception Report Exhibit R-1 Form of Power of Attorney by Trustee for Master Servicer Exhibit R-2 Form of Power of Attorney by Trustee for Special Servicer Exhibit S Initial Companion Holders, Initial Class Majority Certificateholder Exhibit T Form of Notice Relating to the Non-Serviced Mortgage Loans Exhibit U Form of Notice and Certification Regarding Defeasance of Mortgage Loan Exhibit V Form of Operating Advisor Annual Report Exhibit W Form of Notice from Operating Advisor Recommending Replacement of the Special Servicer Exhibit X Form of Confidentiality Agreement Exhibit Y Form Certification to be Provided with Form 10-K Exhibit Z-1 Form of Certification to be Provided to Depositor by Certificate Administrator Exhibit Z-2 Form of Certification to be Provided to Depositor by Master Servicer Exhibit Z-3 Form of Certification to be Provided to Depositor by Special Servicer Exhibit Z-4 Form of Certification to be Provided to Depositor by Trustee Exhibit Z-5 Form of Certification to be Provided to Depositor by Operating Advisor Exhibit Z-6 Form of Certification to be Provided to Depositor by Custodian Exhibit Z-7 Form of Certification to be Provided to Depositor by Asset Representations Reviewer Exhibit AA Servicing Criteria to be Addressed in Assessment of Compliance Exhibit BB Additional Form 10-D Disclosure Exhibit CC Additional Form 10-K Disclosure Exhibit DD Form 8-K Disclosure Information Exhibit EE Additional Disclosure Notification Exhibit FF Initial Sub-Servicers Exhibit GG Servicing Function Participants Exhibit HH Form of Annual Compliance Statement Exhibit II Form of Report on Assessment of Compliance with Servicing Criteria Exhibit JJ CREFC® Payment Information Exhibit KK Form of Notice of Additional Indebtedness Notification Exhibit LL Additional Disclosure Notification (Accounts) Exhibit MM Form of Notice of Purchase of Controlling Class Certificate Exhibit NN Form of Asset Review Report by the Asset Representations Reviewer Exhibit OO Form of Asset Review Report Summary Exhibit PP Asset Review Procedures Exhibit QQ Form of Certification to Certificate Administrator Requesting Access to Secure Data Room Exhibit RR Form of Notice of [Additional Delinquent Mortgage Loan][Cessation of Delinquent Mortgage Loan][Cessation of Asset Review Trigger] Exhibit SS Form of Certificate Administrator Receipt of the HRR Certificates Exhibit TT Form of Certificate Administrator Receipt of the HRR Certificates Upon Transfer"Trustee").

Exhibits. Exhibit A-1 Form of Class A-1 Certificate Exhibit A-2 Form of Class A-2 A-2FL Certificate Exhibit A-3 Form of Class A-3 A-2 Certificate Exhibit A-4 Form of Class A-4 A-3 Certificate Exhibit A-5 Form of Class A-AB A-4 Certificate Exhibit A-6 Form of Class A-BP SB Certificate Exhibit A-7 Form of Class X-A A-1A Certificate Exhibit A-8 Form of Class X-BP X-1 Certificate Exhibit A-9 Form of Class X-B X-2 Certificate Exhibit A-10 Form of Class XA-D M Certificate Exhibit A-11 Form of Class A-S J Certificate Exhibit A-12 Form of Class B Certificate Exhibit A-13 Form of Class C Certificate Exhibit A-14 Form of Class D Certificate Exhibit A-15 Form of Class E-RR E Certificate Exhibit A-16 Form of Class F-RR F Certificate Exhibit A-17 Form of Class G-RR G Certificate Exhibit A-18 Form of Class H-RR H Certificate Exhibit A-19 Form of Class J Certificate Exhibit A-20 Form of Class K Certificate Exhibit A-21 Form of Class L Certificate Exhibit A-22 Form of Class M Certificate Exhibit A-23 Form of Class N Certificate Exhibit A-24 Form of Class O Certificate Exhibit A-25 Form of Class P Certificate Exhibit A-26 Form of Class Q Certificate Exhibit A-27 Form of Class NR Certificate Exhibit A-28 Form of Class S Certificate Exhibit A-29 Form of Class R Certificate Exhibit A-30 Form of Class LR Certificate Exhibit A-31 Form of Class HG-1 Certificate Exhibit A-32 Form of Class HG-2 Certificate Exhibit A-33 Form of Class HG-3 Certificate Exhibit A-34 Form of Class HG-4 Certificate Exhibit A-35 Form of Class HG-5 Certificate Exhibit A-36 Form of Class HG-X Certificate Exhibit B Mortgage Loan Schedule Exhibit C Form of Investment Representation Letter Exhibit D-1 Form of Transferee Transfer Affidavit Exhibit D-2 Form of Transferor Letter Exhibit D-3 Form of Transferee Certificate for Transfers of the HRR Certificates Exhibit D-4 Form of Transferor Certificate for Transfers of the HRR Certificates Exhibit D-5 Form of Request of Sponsor Consent for Release of the HRR Certificates Exhibit E Form of Request for Release Exhibit F-1 F Form of ERISA Representation Letter regarding ERISA Restricted Certificates Exhibit F-2 Form of ERISA Representation Letter regarding Class R Certificates Exhibit G Form of Distribution Date Statement to Certificateholders Exhibit H Supplemental Servicer Schedule Form of Omnibus Assignment Exhibit I I-1 Form of Regulation S Transfer Certificate during Restricted Period Exhibit I-2 Form of Regulation S Transfer Certificate after Restricted Period Exhibit J Form of Purchase Option Notice Exhibit K Form of Transfer Certificate for Rule 144A Book-Entry Certificate to Temporary Regulation S Book-Entry Certificate during Restricted Period Exhibit J L [Reserved] Exhibit M [Reserved] Exhibit N Form of Transfer Certificate for Rule 144A Book-Entry Certificate to Regulation S Book-Entry Certificate after Restricted Period Exhibit K O Form of Transfer Certificate for Temporary of Regulation S Book-Entry Certificate to Rule 144A Global Book-Entry Certificate during Restricted Period Exhibit L P Form of Transfer Certificate for Temporary Regulation S Book-Entry Certificate to Regulation S Book-Entry Certificate after during Restricted Period Exhibit M Q Form of Transfer Certificate for NonCertification to be Provided with Form 10-Book Entry Certificate to Temporary Regulation S Book-Entry Certificate K Exhibit N Form of Transfer Certificate for Non-Book Entry Certificate to Regulation S Book-Entry Certificate R [Reserved] Exhibit O Form of Transfer Certificate for Non-Book Entry Certificate to Rule 144A Book-Entry Certificate Exhibit P-1A Form of Investor Certification for Non-Borrower Party (for Persons other than the Directing Holder, the Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1B Form of Investor Certification for Non-Borrower Party (for the Directing Holder, Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1C Form of Investor Certification for Borrower Party (for Persons other than the Directing Holder, Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1D Form of Investor Certification for Borrower Party (for the Directing Holder, Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1E Form of Notice of Excluded Controlling Class Holder Exhibit P-1F Form of Notice of Excluded Controlling Class Holder to Certificate Administrator Exhibit P-1G S-1 Form of Certification of the Controlling Class Representative to be Provided to Depositor by Trustee Exhibit P-2 S-2 Form of Certification for NRSROs Exhibit P-3 Online Market Data Provider Certification Exhibit Q Custodian Certification/Exception Report Exhibit R-1 Form of Power of Attorney to be Provided to Depositor by Trustee for Master Servicer Exhibit R-2 S-3 Form of Power of Attorney Certification to be Provided to Depositor by Trustee for Special Servicer Exhibit S T Initial Companion Holders, Initial Class Majority Certificateholder Exhibit T Form of Notice Relating to the Non-Serviced Mortgage Loans Holders Exhibit U Form of Notice and Certification Regarding Defeasance of Mortgage Loan Exhibit V Form of Operating Advisor Annual Report Information Request from Certificateholder, Beneficial Owner or Prospective Purchaser Exhibit W Form of Notice from Operating Advisor Recommending Replacement of the Special Servicer Trustee Certification/Exception Report Exhibit X Form of Confidentiality Assignment, Assumption and Recognition Agreement Exhibit Y Form Certification to be Provided with Form 10Schedule 1 Mortgage Loans Containing Additional Debt Schedule 2 Mortgage Loans that Initially Pay Interest Only Schedule 3 Class X-2 Reference Rate Schedule Schedule 4 Class A-K Exhibit Z-1 Form SB Planned Principal Balance Schedule This Pooling and Servicing Agreement (the "Agreement") is dated and effective as of Certification to be Provided to Depositor by Certificate Administrator Exhibit Z-2 Form of Certification to be Provided to Depositor by December 1, 2005, among J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Mxxxxxx Xxxx Xxxxxces, Inc., as Master Servicer Exhibit Z-3 Form of Certification to be Provided to Depositor by No. 1, GMAC Commercial Mortgage Corporation, as Master Servicer No. 2, Midland Loan Services, Inc., as Special Servicer Exhibit Z-4 Form of Certification to be Provided to Depositor by Trustee Exhibit Z-5 Form of Certification to be Provided to Depositor by Operating Advisor Exhibit Z-6 Form of Certification to be Provided to Depositor by Custodian Exhibit Z-7 Form of Certification to be Provided to Depositor by Asset Representations Reviewer Exhibit AA Servicing Criteria to be Addressed in Assessment of Compliance Exhibit BB Additional Form 10-D Disclosure Exhibit CC Additional Form 10-K Disclosure Exhibit DD Form 8-K Disclosure Information Exhibit EE Additional Disclosure Notification Exhibit FF Initial Sub-Servicers Exhibit GG Servicing Function Participants Exhibit HH Form of Annual Compliance Statement Exhibit II Form of Report on Assessment of Compliance with Servicing Criteria Exhibit JJ CREFC® Payment Information Exhibit KK Form of Notice of Additional Indebtedness Notification Exhibit LL Additional Disclosure Notification (Accounts) Exhibit MM Form of Notice of Purchase of Controlling Class Certificate Exhibit NN Form of Asset Review Report by the Asset Representations Reviewer Exhibit OO Form of Asset Review Report Summary Exhibit PP Asset Review Procedures Exhibit QQ Form of Certification to Certificate Administrator Requesting Access to Secure Data Room Exhibit RR Form of Notice of [Additional Delinquent Mortgage Loan][Cessation of Delinquent Mortgage Loan][Cessation of Asset Review Trigger] Exhibit SS Form of Certificate Administrator Receipt of the HRR Certificates Exhibit TT Form of Certificate Administrator Receipt of the HRR Certificates Upon TransferServicer, and LaSalle Bank National Association, as Trustee.

Exhibits. 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-AB SB Certificate Exhibit A-6 Form of Class AX-BP A Certificate Exhibit A-7 Form of Class X-A B Certificate Exhibit A-8 Form of Class X-BP C Certificate Exhibit A-9 Form of Class X-B Certificate Exhibit A-10 Form of Class X-D Certificate Exhibit A-11 Form of Class A-S Certificate Exhibit A-12 A-10 Form of Class B Certificate Exhibit A-13 A-11 Form of Class C Certificate Exhibit A-14 A-12 Form of Class D Certificate Exhibit A-13 Form of Class E Certificate Exhibit A-14 Form of Class F Certificate Exhibit A-15 Form of Class E-RR EC Certificate Exhibit A-16 Form of Class F-RR NR Certificate Exhibit A-17 Form of Class G-RR Certificate Exhibit A-18 Form of Class H-RR Certificate Exhibit A-19 Form of Class R Certificate Exhibit B Mortgage Loan Schedule Exhibit C Form of Investment Representation Letter Exhibit D-1 Form of Transferee Affidavit Exhibit D-2 Form of Transferor Letter Exhibit D-3 Form of Transferee Certificate for Transfers of the HRR Certificates Exhibit D-4 Form of Transferor Certificate for Transfers of the HRR Certificates Exhibit D-5 Form of Request of Sponsor Consent for Release of the HRR Certificates Exhibit E Form of Request for Release Exhibit F-1 Form of ERISA Representation Letter regarding ERISA Restricted Certificates Exhibit F-2 Form of ERISA Representation Letter regarding Class R Certificates Exhibit G Form of Distribution Date Statement to Certificateholders Exhibit H Supplemental Servicer Schedule Form of Omnibus Assignment Exhibit I Form of Transfer Certificate for Rule 144A Book-Entry Certificate to Temporary Regulation S Book-Entry Certificate during Restricted Period Exhibit J Form of Transfer Certificate for Rule 144A Book-Entry Certificate to Regulation S Book-Entry Certificate after Restricted Period Exhibit K Form of Transfer Certificate for Temporary Regulation S Book-Entry Certificate to Rule 144A Book-Entry Certificate during Restricted Period Exhibit L Form of Transfer Certificate for Temporary Regulation S Book-Entry Certificate to Regulation S Book-Entry Certificate after Restricted Period Exhibit M Form of Transfer Certificate for Non-Book Entry Certificate to Temporary Regulation S Book-Entry Certificate Exhibit N Form of Transfer Certificate for Non-Book Entry Certificate to Regulation S Book-Entry Certificate Exhibit O Form of Transfer Certificate for Non-Book Entry Certificate to Rule 144A Book-Entry Certificate Exhibit P-1A P-1 Form of Investor Certification for Non-Borrower Party (for Persons other than the Directing Holder, the Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1B Form of Investor Certification for Non-Borrower Party (for the Directing Holder, Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1C Form of Investor Certification for Borrower Party (for Persons other than the Directing Holder, Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1D Form of Investor Certification for Borrower Party (for the Directing Holder, Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1E Form of Notice of Excluded Controlling Class Holder Exhibit P-1F Form of Notice of Excluded Controlling Class Holder to Certificate Administrator Exhibit P-1G Form of Certification of the Controlling Class Representative Exhibit P-2 Form of Certification for NRSROs Exhibit P-3 Online Market Data Provider Certification Exhibit Q Custodian Trustee Certification/Exception Report Exhibit R-1 R Form of Power of Attorney by Trustee for Master Servicer Exhibit R-2 Form of Power of Attorney by Trustee for Special Servicer Exhibit S Initial Companion Holders, Initial Class Majority Certificateholder Holders Exhibit T Form of Notice Relating to the Non-Serviced Mortgage Loans Loan Exhibit U Form of Notice and Certification Regarding Defeasance of Mortgage Loan Exhibit V Form of Operating Senior Trust Advisor Annual Report Exhibit W Form of Notice from Operating Senior Trust Advisor Recommending Replacement of the Special Servicer Exhibit X Form of Confidentiality Agreement Exhibit Y Form Certification to be Provided with Form 10-K Exhibit Z-1 Form of Certification to be Provided to Depositor by Certificate Administrator Exhibit Z-2 Form of Certification to be Provided to Depositor by Master Servicer Exhibit Z-3 Form of Certification to be Provided to Depositor by Special Servicer Exhibit Z-4 Form of Certification to be Provided to Depositor by Trustee Exhibit Z-5 Form of Certification to be Provided to Depositor by Operating Senior Trust Advisor Exhibit Z-6 Form of Certification to be Provided to Depositor by Custodian Exhibit Z-7 Form of Certification to be Provided to Depositor by Asset Representations Reviewer Exhibit AA Servicing Criteria to be Addressed in Assessment of Compliance Exhibit BB Additional Form 10-D Disclosure Exhibit CC Additional Form 10-K Disclosure Exhibit DD Form 8-K Disclosure Information Exhibit EE Additional Disclosure Notification Exhibit FF Initial Sub-Servicers Exhibit GG Servicing Function Participants Exhibit HH Form of Annual Compliance Statement Exhibit II Form of Report on Assessment of Compliance with Servicing Criteria Exhibit JJ CREFC® Payment Information Exhibit KK Form of Notice of Additional Indebtedness Notification Exhibit LL Form of Notice of Exchangeable Certificates for the Class EC Certificates Exhibit MM Additional Disclosure Notification (Accounts) Exhibit MM Form of Notice of Purchase of Controlling Class Certificate Exhibit NN Form of Asset Review Report by the Asset Representations Reviewer Exhibit OO Form of Asset Review Report Summary Exhibit PP Asset Review Procedures Exhibit QQ Form of Certification to Certificate Administrator Requesting Access to Secure Data Room Exhibit RR Form of Notice of [Additional Delinquent Mortgage Loan][Cessation of Delinquent Mortgage Loan][Cessation of Asset Review Trigger] Exhibit SS Form of Certificate Administrator Receipt of the HRR Certificates Exhibit TT Form of Certificate Administrator Receipt of the HRR Certificates Upon Transfer)

Exhibits. Exhibit EXHIBIT A-1 Form of Certificates (other than Class A-1 Certificate Exhibit R and Class V Certificates) EXHIBIT A-2 Form of Class A-2 Certificate Exhibit R Certificates EXHIBIT A-3 Form of Class A-3 V Certificates EXHIBIT B Letters of Representations Among Depositor, Certificate Exhibit A-4 Administrator and Initial Depository EXHIBIT C-1A Form of Class A-4 Transferor Certificate Exhibit A-5 (For Use in Connection With Transfers of Non-Registered Certificates to Non-QIB Accredited Investors) EXHIBIT C-1B Form of Class ATransferee Certificate (For Use in Connection with Transfers of Non-AB Certificate Exhibit A-6 Registered Certificates to Non-QIB Accredited Investors) EXHIBIT C-2A Form of Class ATransferor Certificate (For Use in Connection with Transfers of Non-BP Certificate Exhibit A-7 Registered Certificates to QIBs) EXHIBIT C-2B Form of Class XTransferee Certificate (For Use in Connection with Transfers of Non-A Certificate Exhibit A-8 Registered Certificates to QIBs) EXHIBIT C-3A Form of Class XTransferor Certificate (For Use in Connection with Transfers of Non-BP Certificate Exhibit A-9 Registered Certificates Under Regulation S) EXHIBIT C-3B Form of Class XTransferee Certificate (For Use in Connection with Transfers of Non-B Certificate Exhibit A-10 Form of Class X-D Certificate Exhibit A-11 Form of Class A-S Certificate Exhibit A-12 Form of Class B Certificate Exhibit A-13 Form of Class C Certificate Exhibit A-14 Form of Class D Certificate Exhibit A-15 Form of Class E-RR Certificate Exhibit A-16 Form of Class F-RR Certificate Exhibit A-17 Form of Class G-RR Certificate Exhibit A-18 Form of Class H-RR Certificate Exhibit A-19 Form of Class R Certificate Exhibit B Mortgage Loan Schedule Exhibit C Form of Investment Representation Letter Exhibit Registered Certificates Under Regulation S) EXHIBIT D-1 Form of Transferee Affidavit Exhibit Certificate in Connection with ERISA (Non-Investment Grade Certificates Held in Physical Form) EXHIBIT D-2 Form of Transferor Letter Exhibit D-3 Form of Transferee Certificate in Connection with ERISA (Certificates Held in Book-Entry Form) EXHIBIT E-1 Form of Transfer Affidavit and Agreement for Transfers of the HRR Class R Certificates Exhibit D-4 EXHIBIT E-2 Form of Transferor Certificate for Transfers of the HRR Class R Certificates Exhibit D-5 EXHIBIT F-1 Form of Request of Sponsor Consent for Release of the HRR Certificates Exhibit E Form of Master Servicer Request for Release Exhibit F-1 Form of ERISA Representation Letter regarding ERISA Restricted Certificates Exhibit EXHIBIT F-2 Form of ERISA Representation Letter regarding Class R Certificates Exhibit G Special Servicer Request for Release EXHIBIT F-3A Form of Transferor Certificate for Transfer of the Excess Servicing Fee Rights EXHIBIT F-3B Form of Transferee Certificate for Transfer of the Excess Servicing Fee Rights EXHIBIT G-1 Form of Distribution Date Statement Exhibit EXHIBIT G-2 Minimum Information for Distribution Date Statement EXHIBIT H Supplemental Servicer Schedule Exhibit I [Reserved] EXHIBIT I-1 Form of Transfer Certificate for Rule 144A Book-Entry Certificate to Temporary Regulation S Book-Entry Certificate during Restricted Period Exhibit Notice and Acknowledgment Concerning Replacement of Special Servicer EXHIBIT I-2 Form of Acknowledgment of Proposed Special Servicer EXHIBIT J Form of Transfer Certificate for Rule 144A Book-Entry Certificate to Regulation S Book-Entry Certificate after Restricted Period Exhibit K Form of Transfer Certificate for Temporary Regulation S Book-Entry Certificate to Rule 144A Book-Entry Certificate during Restricted Period Exhibit L Form of Transfer Certificate for Temporary Regulation S Book-Entry Certificate to Regulation S Book-Entry Certificate after Restricted Period Exhibit M Form of Transfer Certificate for Non-Book Entry Certificate to Temporary Regulation S Book-Entry Certificate Exhibit N Form of Transfer Certificate for Non-Book Entry Certificate to Regulation S Book-Entry Certificate Exhibit O Form of Transfer Certificate for Non-Book Entry Certificate to Rule 144A Book-Entry Certificate Exhibit P-1A UCC-1 Financing Statement EXHIBIT K-1 Form of Investor Certification for Non-Borrower Party (for Persons other than the Directing Holder, the Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1B Form of Investor Certification for Non-Borrower Party (for the Directing Holder, Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1C Affiliates EXHIBIT K-2 Form of Investor Certification for Borrower Party (for Persons other than the Directing Holder, Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1D Affiliates EXHIBIT K-3 Form of Investor Certification for Borrower Party (for the Directing Holder, Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1E Form of Notice of Excluded Controlling Class Holder Exhibit P-1F Form of Notice of Excluded Controlling Class Holder to Certificate Administrator Exhibit P-1G Form of Certification of the Controlling Class Representative Exhibit P-2 Form of Certification for NRSROs Exhibit P-3 Online Market Data Provider Certification Exhibit Q Custodian Certification/Exception Report Exhibit R-1 Confidentiality Agreement EXHIBIT L Form of Power of Attorney by Trustee for Master Servicer Exhibit R-2 EXHIBIT M Form of Power Final Certification of Attorney by Trustee for Special Servicer Exhibit S Initial Companion Holders, Initial Class Majority Certificateholder Exhibit T Custodian EXHIBIT N Form of Notice Relating to the Non-Serviced Mortgage Loans Exhibit U Defeasance Certification EXHIBIT O-1 Form of Notice and Certification Regarding Defeasance of Mortgage Loan Exhibit V Form of Operating Trust Advisor Annual Report Exhibit W (Subordinate Control Period) EXHIBIT O-2 Form of Trust Advisor Annual Report (Collective Consultation Period and Senior Consultation Period) EXHIBIT O-3 Form of Notice from Operating Trust Advisor Recommending Replacement of the Special Servicer Exhibit X EXHIBIT P Form of Confidentiality Agreement Exhibit Y Form NRSRO Certification to be Provided with Form 10-K Exhibit Z-1 EXHIBIT Q Form of Online Vendor Certification to be Provided to Depositor by EXHIBIT R Additional Disclosure Notification EXHIBIT S-1 Form of Trustee Backup Certification EXHIBIT S-2 Form of Custodian Backup Certification EXHIBIT S-3 Form of Certificate Administrator Exhibit Z-2 Backup Certification EXHIBIT S-4 Form of Certification to be Provided to Depositor by Master Servicer Exhibit Z-3 Backup Certification EXHIBIT S-5 Form of Certification to be Provided to Depositor by Special Servicer Exhibit Z-4 Backup Certification EXHIBIT S-6 Form of Trust Advisor Backup Certification to be Provided to Depositor by Trustee Exhibit Z-5 EXHIBIT T Form of Sarbanes Oxley Certification to be Provided to Depositor by Operating Advisor Exhibit Z-6 EXHIBIT U Form of Certification to be Provided to Depositor by Custodian Exhibit Z-7 Outside Master Servicer Notice EXHIBIT V Form of Certification Notice of Exchange of Class A-FL Certificates for Class A-FX Certificates EXHIBIT W Swap Contract Related to be Provided the Class A-FL Certificates SCHEDULES SCHEDULE I Mortgage Loan Schedule SCHEDULE II Schedule of Exceptions to Depositor by Asset Representations Reviewer Exhibit AA Mortgage File Delivery (under Section 2.02(a)) SCHEDULE III Servicing Criteria to be Addressed in Assessment of Compliance Exhibit BB SCHEDULE IV Designated Sub-Servicers SCHEDULE V Additional Form 10-D Disclosure Exhibit CC SCHEDULE VI Additional Form 10-K Disclosure Exhibit DD SCHEDULE VII Form 8-K Disclosure Information Exhibit EE Additional Disclosure Notification Exhibit FF SCHEDULE VIII Initial SubNOI Information for 100 Xxxxxx Xxxxxx Mortgage Loan SCHEDULE IX Class A-Servicers Exhibit GG SB Planned Principal Balance Schedule SCHEDULE X Schedule of Initial Serviced Pari Passu Companion Loan Holders This Pooling and Servicing Function Participants Exhibit HH Form Agreement (this “Agreement”), is dated and effective as of Annual Compliance Statement Exhibit II Form of Report on Assessment of Compliance with Servicing Criteria Exhibit JJ CREFC® Payment Information Exhibit KK Form of Notice of Additional Indebtedness Notification Exhibit LL Additional Disclosure Notification (Accounts) Exhibit MM Form of Notice of Purchase of Controlling Class August 1, 2012, among WXXXX FARGO COMMERCIAL MORTGAGE SECURITIES, INC., as Depositor, WXXXX FARGO BANK, NATIONAL ASSOCIATION, as Master Servicer, RIALTO CAPITAL ADVISORS, LLC, as Special Servicer, PENTALPHA SURVEILLANCE LLC, as Trust Advisor, WXXXX FARGO BANK, NATIONAL ASSOCIATION, as Certificate Exhibit NN Form of Asset Review Report by the Asset Representations Reviewer Exhibit OO Form of Asset Review Report Summary Exhibit PP Asset Review Procedures Exhibit QQ Form of Certification to Certificate Administrator, as Tax Administrator Requesting Access to Secure Data Room Exhibit RR Form of Notice of [Additional Delinquent Mortgage Loan][Cessation of Delinquent Mortgage Loan][Cessation of Asset Review Trigger] Exhibit SS Form of Certificate Administrator Receipt of the HRR Certificates Exhibit TT Form of Certificate Administrator Receipt of the HRR Certificates Upon Transferand as Custodian, and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee.

Exhibits. 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-AB A-1A Certificate Exhibit A-6 Form of Class A-BP X Certificate Exhibit A-7 Form of Class X-A Certificate [Reserved] Exhibit A-8 Form of Class X-BP B Certificate Exhibit A-9 Form of Class X-B C Certificate Exhibit A-10 Form of Class X-D Certificate Exhibit A-11 Form of Class A-S E Certificate Exhibit A-12 Form of Class B F Certificate Exhibit A-13 Form of Class C G Certificate Exhibit A-14 Form of Class D H Certificate Exhibit A-15 Form of Class E-RR J Certificate Exhibit A-16 Form of Class F-RR K Certificate Exhibit A-17 Form of Class G-RR L Certificate Exhibit A-18 Form of Class H-RR M Certificate Exhibit A-19 Form of Class N Certificate Exhibit A-20 Form of Class P Certificate Exhibit A-21 Form of Class NR Certificate Exhibit A-22 Form of Class R Certificate Exhibit A-23 Form of Class LR Certificate Exhibit B Mortgage Loan Schedule Exhibit C Form of Investment Representation Letter Exhibit D-1 Form of Transferee Transfer Affidavit Exhibit D-2 Form of Transferor Letter Exhibit D-3 Form of Transferee Certificate for Transfers of the HRR Certificates Exhibit D-4 Form of Transferor Certificate for Transfers of the HRR Certificates Exhibit D-5 Form of Request of Sponsor Consent for Release of the HRR Certificates Exhibit E Form of Request for Release Exhibit F-1 F Form of ERISA Representation Letter regarding ERISA Restricted Certificates Exhibit F-2 Form of ERISA Representation Letter regarding Class R Certificates Exhibit G Form of Distribution Date Statement to Certificateholders Exhibit H Supplemental Servicer Schedule Form of Omnibus Assignment Exhibit I Form of Regulation S Transfer Certificate during Restricted Period Exhibit I-2 Form of Regulation S Transfer Certificate after Restricted Period Exhibit J Form of Purchase Option Notice Exhibit K Form of Transfer Certificate for Rule 144A Book-Entry Certificate to Temporary Regulation S Book-Entry Certificate during Restricted Period Exhibit J L [Reserved] Exhibit M Controlling Class Certificateholder's Reports Checklist Exhibit N Form of Transfer Certificate for Rule 144A Book-Entry Certificate to Regulation S Book-Entry Certificate after Restricted Period Exhibit K O Form of Transfer Certificate for Temporary of Regulation S Book-Entry Certificate to Rule 144A Global Book-Entry during Restricted Period Exhibit P Form of Transfer Certificate for Regulation S Book-Entry Certificate during Restricted Period Exhibit L Form of Transfer Certificate for Temporary Regulation S Book-Entry Certificate to Regulation S Book-Entry Certificate after Restricted Period Exhibit M Form of Transfer Certificate for Non-Book Entry Certificate to Temporary Regulation S Book-Entry Certificate Exhibit N Form of Transfer Certificate for Non-Book Entry Certificate to Regulation S Book-Entry Certificate Exhibit O Form of Transfer Certificate for Non-Book Entry Certificate to Rule 144A Book-Entry Certificate Exhibit P-1A Form of Investor Certification for Non-Borrower Party (for Persons other than the Directing Holder, the Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1B Form of Investor Certification for Non-Borrower Party (for the Directing Holder, Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1C Form of Investor Certification for Borrower Party (for Persons other than the Directing Holder, Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1D Form of Investor Certification for Borrower Party (for the Directing Holder, Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1E Form of Notice of Excluded Controlling Class Holder Exhibit P-1F Form of Notice of Excluded Controlling Class Holder to Certificate Administrator Exhibit P-1G Form of Certification of the Controlling Class Representative Exhibit P-2 Form of Certification for NRSROs Exhibit P-3 Online Market Data Provider Certification Exhibit Q Custodian Certification/Exception Report Exhibit R-1 Form of Power of Attorney by Trustee for Master Servicer Exhibit R-2 Form of Power of Attorney by Trustee for Special Servicer Exhibit S Initial Companion Holders, Initial Class Majority Certificateholder Exhibit T Form of Notice Relating to the Non-Serviced Mortgage Loans Exhibit U Form of Notice and Certification Regarding Defeasance of Mortgage Loan Exhibit V Form of Operating Advisor Annual Report Exhibit W Form of Notice from Operating Advisor Recommending Replacement of the Special Servicer Exhibit X Form of Confidentiality Agreement Exhibit Y Form Certification to be Provided with Form 10-K Exhibit Z-1 R-1 Form of Certification to be Provided to Depositor by Certificate Administrator Trustee Exhibit Z-2 R-2 Form of Certification to be Provided to Depositor by Master Servicer Exhibit Z-3 R-3 Form of Certification to be Provided to Depositor by Special Servicer Exhibit Z-4 Form of Certification to be Provided to Depositor by Trustee S Initial Companion Holders Exhibit Z-5 Form of Certification to be Provided to Depositor by Operating Advisor T ARCap Naming Convention Exhibit Z-6 Form of Certification to be Provided to Depositor by Custodian Exhibit Z-7 Form of Certification to be Provided to Depositor by Asset Representations Reviewer Exhibit AA Servicing Criteria to be Addressed in Assessment of Compliance Exhibit BB Additional Form 10-D Disclosure Exhibit CC Additional Form 10-K Disclosure Exhibit DD Form 8-K Disclosure Information Exhibit EE Additional Disclosure Notification Exhibit FF Initial Sub-Servicers Exhibit GG Servicing Function Participants Exhibit HH Form of Annual Compliance Statement Exhibit II Form of Report on Assessment of Compliance with Servicing Criteria Exhibit JJ CREFC® Payment Information Exhibit KK U Form of Notice and Certification regarding Defeasance of Mortgage Loan Exhibit V Information Request From Certificateholder, Beneficial Owner or Prospective Purchaser Exhibit W Trustee Certification/Exception Report Exhibit X Monthly Additional Indebtedness Notification Report on Recoveries and Reimbursements Exhibit LL Y Realized Loss Report Form Schedule 1 Mortgage Loans Containing Additional Disclosure Notification Debt Schedule 2 Mortgage Loans which Initially Pay Interest Only Schedule 3 Servicer Fees Schedule 4 Grace Building Mortgage Loan Amortization Schedule Schedule 5 Grace Building Whole Loan This Pooling and Servicing Agreement (Accountsthe "Agreement") Exhibit MM Form is dated and effective as of Notice of Purchase of Controlling Class Certificate Exhibit NN Form of Asset Review Report by the Asset Representations Reviewer Exhibit OO Form of Asset Review Report Summary Exhibit PP Asset Review Procedures Exhibit QQ Form of Certification to Certificate Administrator Requesting Access to Secure Data Room Exhibit RR Form of Notice of [Additional Delinquent June 30, 2004, among J.P. Morgan Chase Commercial Mortgage Loan][Cessation of Delinquent Mortgage Loan][Cessation of Asset Review Trigger] Exhibit SS Form of Certificate Administrator Receipt of the HRR Certificates Exhibit TT Form of Certificate Administrator Receipt of the HRR Certificates Upon TransferSecurities Corp., as Depositor, GXXX Xxxxxxxixx Xxrtgage Corporation, as Servicer, ARCap Servicing, Inc., as Special Servicer, LaSalle Bank National Association, as Trustee, and ABN AMRO Bank N.V., as Fiscal Agent.

Exhibits. 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-AB IO Certificate Exhibit A-6 Form of Class A-BP B Certificate Exhibit A-7 Form of Class X-A C Certificate Exhibit A-8 Form of Class X-BP D Certificate Exhibit A-9 Form of Class X-B E Certificate Exhibit A-10 Form of Class X-D F-1 Certificate Exhibit A-11 Form of Class A-S F-2 Certificate Exhibit A-12 Form of Class B G Certificate Exhibit A-13 Form of Class C R-I Certificate Exhibit A-14 Form of Class D R-II Certificate Exhibit A-15 Form of Class ER-RR III Certificate Exhibit A-16 Form of Class F-RR Certificate A-1 Component Exhibit A-17 Form of Class G-RR Certificate A-2 Component Exhibit A-18 Form of Class H-RR Certificate A-3 Component Exhibit A-19 Form of Class R Certificate B Component Exhibit A-20 Form of Class C Component Exhibit A-21 Form of Class D Component Exhibit A-22 Form of Class E Component Exhibit A-23 Form of Class F/G Component Exhibit B Mortgage Loan Schedule Exhibit C C-1 Form of Transferee Affidavit Exhibit C-2 Form of Transferor Letter Exhibit D-1 Form of Investment Representation Letter Exhibit D-1 Form of Transferee Affidavit Exhibit D-2 Form of Transferor ERISA Representation Letter Exhibit D-3 Form of Transferee Certificate for Transfers of the HRR Certificates Exhibit D-4 Form of Transferor Certificate for Transfers of the HRR Certificates Exhibit D-5 Form of Request of Sponsor Consent for Release of the HRR Certificates Exhibit E Form of Request for Release Exhibit F-1 F Form of ERISA Representation Letter regarding ERISA Restricted Certificates Custodial Agreement Exhibit F-2 G Mortgage Loan Purchase and Sale Agreement Exhibit H Form of ERISA Representation Letter regarding Class R Certificates Securities Legend Exhibit G Form I-1 Notice and Acknowledgement Exhibit I-2 Acknowledgement of Distribution Date Statement Exhibit H Supplemental Servicer Schedule Exhibit I Form of Transfer Certificate for Rule 144A Book-Entry Certificate to Temporary Regulation S Book-Entry Certificate during Restricted Period Exhibit J Form of Transfer Certificate for Rule 144A Book-Entry Certificate to Regulation S Book-Entry Certificate after Restricted Period Exhibit K Form of Transfer Certificate for Temporary Regulation S Book-Entry Certificate to Rule 144A Book-Entry Certificate during Restricted Period Exhibit L Form of Transfer Certificate for Temporary Regulation S Book-Entry Certificate to Regulation S Book-Entry Certificate after Restricted Period Exhibit M Form of Transfer Certificate for Non-Book Entry Certificate to Temporary Regulation S Book-Entry Certificate Exhibit N Form of Transfer Certificate for Non-Book Entry Certificate to Regulation S Book-Entry Certificate Exhibit O Form of Transfer Certificate for Non-Book Entry Certificate to Rule 144A Book-Entry Certificate Exhibit P-1A Form of Investor Certification for Non-Borrower Party (for Persons other than the Directing Holder, the Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1B Form of Investor Certification for Non-Borrower Party (for the Directing Holder, Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1C Form of Investor Certification for Borrower Party (for Persons other than the Directing Holder, Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1D Form of Investor Certification for Borrower Party (for the Directing Holder, Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1E Form of Notice of Excluded Controlling Class Holder Exhibit P-1F Form of Notice of Excluded Controlling Class Holder to Certificate Administrator Exhibit P-1G Form of Certification of the Controlling Class Representative Exhibit P-2 Form of Certification for NRSROs Exhibit P-3 Online Market Data Provider Certification Exhibit Q Custodian Certification/Exception Report Exhibit R-1 Form of Power of Attorney by Trustee for Master Servicer Exhibit R-2 Form of Power of Attorney by Trustee for Proposed Special Servicer Exhibit S Initial Companion HoldersJ Prepayment Assumption Exhibit K Xxxxxxxx Xxxxx Intercreditor Agreement Pooling and Servicing Agreement, Initial Class Majority Certificateholder Exhibit T Form dated as of Notice Relating to the Non-Serviced December 1, 1997 among Commercial Mortgage Loans Exhibit U Form of Notice Acceptance Corp., as Depositor, Midland Loan Services, L.P., as Master Servicer and Certification Regarding Defeasance of Mortgage Loan Exhibit V Form of Operating Advisor Annual Report Exhibit W Form of Notice from Operating Advisor Recommending Replacement Group 1 Special Servicer, CRIIMI MAE Services Limited Partnership, as Group 2 Special Servicer and NOM Special Servicer, LaSalle National Bank, as Trustee and Custodian, and ABN AMRO Bank N.V., as Fiscal Agent of the Special Servicer Exhibit X Form of Confidentiality Agreement Exhibit Y Form Certification to be Provided with Form 10-K Exhibit Z-1 Form of Certification to be Provided to Depositor by Certificate Administrator Exhibit Z-2 Form of Certification to be Provided to Depositor by Master Servicer Exhibit Z-3 Form of Certification to be Provided to Depositor by Special Servicer Exhibit Z-4 Form of Certification to be Provided to Depositor by Trustee Exhibit Z-5 Form of Certification to be Provided to Depositor by Operating Advisor Exhibit Z-6 Form of Certification to be Provided to Depositor by Custodian Exhibit Z-7 Form of Certification to be Provided to Depositor by Asset Representations Reviewer Exhibit AA Servicing Criteria to be Addressed in Assessment of Compliance Exhibit BB Additional Form 10-D Disclosure Exhibit CC Additional Form 10-K Disclosure Exhibit DD Form 8-K Disclosure Information Exhibit EE Additional Disclosure Notification Exhibit FF Initial Sub-Servicers Exhibit GG Servicing Function Participants Exhibit HH Form of Annual Compliance Statement Exhibit II Form of Report on Assessment of Compliance with Servicing Criteria Exhibit JJ CREFC® Payment Information Exhibit KK Form of Notice of Additional Indebtedness Notification Exhibit LL Additional Disclosure Notification (Accounts) Exhibit MM Form of Notice of Purchase of Controlling Class Certificate Exhibit NN Form of Asset Review Report by the Asset Representations Reviewer Exhibit OO Form of Asset Review Report Summary Exhibit PP Asset Review Procedures Exhibit QQ Form of Certification to Certificate Administrator Requesting Access to Secure Data Room Exhibit RR Form of Notice of [Additional Delinquent Mortgage Loan][Cessation of Delinquent Mortgage Loan][Cessation of Asset Review Trigger] Exhibit SS Form of Certificate Administrator Receipt of the HRR Certificates Exhibit TT Form of Certificate Administrator Receipt of the HRR Certificates Upon TransferTrustee.

Exhibits. 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 A-3A Certificate Exhibit A-4 Form of Class A-4 A-3B Certificate Exhibit A-5 Form of Class A-AB A-3C Certificate Exhibit A-6 Form of Class A-BP M-1 Certificate Exhibit A-7 Form of Class X-A M-2 Certificate Exhibit A-8 Form of Class X-BP M-3 Certificate Exhibit A-9 Form of Class X-B M-4 Certificate Exhibit A-10 Form of Class X-D M-5 Certificate Exhibit A-11 Form of Class A-S M-6 Certificate Exhibit A-12 Form of Class B M-7 Certificate Exhibit A-13 Form of Class C M-8 Certificate Exhibit A-14 Form of Class D M-9 Certificate Exhibit A-15 Form of Class E-RR M-10 Certificate Exhibit A-16 Form of Class F-RR CE-1 Certificate and Class CE-2 Certificate Exhibit A-17 Form of Class G-RR P Certificate Exhibit A-18 Form of Class H-RR R Certificate Exhibit A-19 Form of Class R R-X Certificate Exhibit B Form 10-D, Form 8-K and Form 10-K Reporting Responsibility Exhibit C Servicing Criteria to Be Addressed in Assessment of Compliance Exhibit D Form of Mortgage Loan Schedule Exhibit C Form of Investment Representation Letter Exhibit D-1 Form of Transferee Affidavit Exhibit D-2 Form of Transferor Letter Exhibit D-3 Form of Transferee Certificate for Transfers of the HRR Certificates Exhibit D-4 Form of Transferor Certificate for Transfers of the HRR Certificates Exhibit D-5 Form of Request of Sponsor Consent for Release of the HRR Certificates Purchase Agreement Exhibit E Form of Request for Release Exhibit F-1 Form of ERISA Transferor Representation Letter regarding ERISA Restricted and Form of Transferee Representation Letter in Connection with Transfer of the Private Certificates Pursuant to Rule 144A Under the 1933 Act Exhibit F-2 Form of ERISA Representation Letter regarding Class R Transfer Affidavit and Agreement and Form of Transferor Affidavit in Connection with Transfer of Residual Certificates Exhibit G Form of Distribution Date Statement Certification with respect to ERISA and the Code Exhibit H Supplemental Servicer Schedule Exhibit I Form of Transfer Certificate for Rule 144A Book-Entry Certificate to Temporary Regulation S Book-Entry Certificate during Restricted Period Exhibit J Form of Transfer Certificate for Rule 144A Book-Entry Certificate to Regulation S Book-Entry Certificate after Restricted Period Exhibit K Form of Transfer Certificate for Temporary Regulation S Book-Entry Certificate to Rule 144A Book-Entry Certificate during Restricted Period Exhibit L Form of Transfer Certificate for Temporary Regulation S Book-Entry Certificate to Regulation S Book-Entry Certificate after Restricted Period Exhibit M Form of Transfer Certificate for Non-Book Entry Certificate to Temporary Regulation S Book-Entry Certificate Exhibit N Form of Transfer Certificate for Non-Book Entry Certificate to Regulation S Book-Entry Certificate Exhibit O Form of Transfer Certificate for Non-Book Entry Certificate to Rule 144A Book-Entry Certificate Exhibit P-1A Form of Investor Certification for Non-Borrower Party (for Persons other than the Directing Holder, the Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1B Form of Investor Certification for Non-Borrower Party (for the Directing Holder, Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1C Form of Investor Certification for Borrower Party (for Persons other than the Directing Holder, Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1D Form of Investor Certification for Borrower Party (for the Directing Holder, Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1E Form of Notice of Excluded Controlling Class Holder Exhibit P-1F Form of Notice of Excluded Controlling Class Holder to Certificate Administrator Exhibit P-1G H-1 Form of Certification of to be provided by the Controlling Class Representative Exhibit P-2 Form of Certification for NRSROs Exhibit P-3 Online Market Data Provider Certification Exhibit Q Custodian Certification/Exception Report Exhibit R-1 Form of Power of Attorney by Trustee for Master Servicer Exhibit R-2 Form of Power of Attorney by Trustee for Special Servicer Exhibit S Initial Companion Holders, Initial Class Majority Certificateholder Exhibit T Form of Notice Relating to the Non-Serviced Mortgage Loans Exhibit U Form of Notice and Certification Regarding Defeasance of Mortgage Loan Exhibit V Form of Operating Advisor Annual Report Exhibit W Form of Notice from Operating Advisor Recommending Replacement of the Special Servicer Exhibit X Form of Confidentiality Agreement Exhibit Y Form Certification to be Provided with Form 10-K Exhibit Z-1 H-2 Form of Certification to be Provided provided to Depositor the Master Servicer by Certificate Administrator the Servicers (other than Countrywide) Exhibit Z-2 I Form of Certification to be Provided to Depositor by Master Servicer Interest Rate Cap Agreement Exhibit Z-3 J Form of Certification Report Pursuant to be Provided to Depositor by Special Servicer Section 4.07 Exhibit Z-4 Form of Certification to be Provided to Depositor by Trustee Exhibit Z-5 Form of Certification to be Provided to Depositor by Operating Advisor Exhibit Z-6 Form of Certification to be Provided to Depositor by Custodian Exhibit Z-7 Form of Certification to be Provided to Depositor by Asset Representations Reviewer Exhibit AA Servicing Criteria to be Addressed in Assessment of Compliance Exhibit BB Additional Form 10-D Disclosure Exhibit CC Additional Form 10-K Disclosure Exhibit DD Form 8-K Disclosure Information Exhibit EE Additional Disclosure Notification Exhibit FF Initial Sub-Servicers L Annual Statement of Compliance Exhibit GG Servicing Function Participants Exhibit HH M-1 Form of Annual Compliance Statement Delinquency Report Exhibit II M-2 Monthly Remittance Advance Exhibit M-3 Form of Realized Loss Report on Assessment of Compliance with Servicing Criteria Exhibit JJ CREFC® Payment Information N Countrywide Addendum Regulation AB Exhibit KK O-1 Form of Notice of Additional Indebtedness Notification Countrywide Delinquency Report Exhibit LL Additional Disclosure Notification (Accounts) O-2 Countrywide Montly Remittance Advance Exhibit MM O-3 Form of Notice Countrywide Realized Loss Report Schedule 1 Mortgage Loan Schedule Schedule 2 Prepayment Charge Schedule This Pooling and Servicing Agreement, is dated and effective as of Purchase of Controlling Class Certificate Exhibit NN Form of Asset Review Report by the Asset Representations Reviewer Exhibit OO Form of Asset Review Report Summary Exhibit PP Asset Review Procedures Exhibit QQ Form of Certification to Certificate Administrator Requesting Access to Secure Data Room Exhibit RR Form of Notice of [Additional Delinquent Mortgage Loan][Cessation of Delinquent Mortgage Loan][Cessation of Asset Review Trigger] Exhibit SS Form of Certificate Administrator Receipt of the HRR Certificates Exhibit TT Form of Certificate Administrator Receipt of the HRR Certificates Upon TransferMarch 1, 2007, among CITIGROUP MORTGAGE LOAN TRUST INC., as Depositor, OCWEN LOAN SERVICING, LLC, GMAC MORTGAGE, LLC and COUNTRYWIDE HOME LOANS SERVICING LP, as Servicers, WXXXX FARGO BANK, N.A., as Master Servicer and as Trust Administrator, and U.S. BANK NATIONAL ASSOCIATION, as Trustee.

Exhibits. 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 A-2FL Certificate Exhibit A-4 Form of Class A-4 A-3 Certificate Exhibit A-5 Form of Class A-AB A-4 Certificate Exhibit A-6 Form of Class A-BP SB Certificate Exhibit A-7 Form of Class X-A Certificate Exhibit A-8 Form of Class X-BP A-1A Certificate Exhibit A-9 Form of Class X-B X Certificate Exhibit A-10 Form of Class XA-D M Certificate Exhibit A-11 Form of Class A-S J Certificate Exhibit A-12 Form of Class B Certificate Exhibit A-13 Form of Class C Certificate Exhibit A-14 Form of Class D Certificate Exhibit A-15 Form of Class E-RR E Certificate Exhibit A-16 Form of Class F-RR F Certificate Exhibit A-17 Form of Class G-RR G Certificate Exhibit A-18 Form of Class H-RR H Certificate Exhibit A-19 Form of Class J Certificate Exhibit A-20 Form of Class K Certificate Exhibit A-21 Form of Class L Certificate Exhibit A-22 Form of Class M Certificate Exhibit A-23 Form of Class N Certificate Exhibit A-24 Form of Class P Certificate Exhibit A-25 Form of Class Q Certificate Exhibit A-26 Form of Class T Certificate Exhibit A-27 Form of Class NR Certificate Exhibit A-28 Form of Class S Certificate Exhibit A-29 Form of Class R Certificate Exhibit A-30 Form of Class LR Certificate Exhibit B Mortgage Loan Schedule Exhibit C Form of Investment Representation Letter Exhibit D-1 Form of Transferee Transfer Affidavit Exhibit D-2 Form of Transferor Letter Exhibit D-3 Form of Transferee Certificate for Transfers of the HRR Certificates Exhibit D-4 Form of Transferor Certificate for Transfers of the HRR Certificates Exhibit D-5 Form of Request of Sponsor Consent for Release of the HRR Certificates Exhibit E Form of Request for Release Exhibit F-1 F Form of ERISA Representation Letter regarding ERISA Restricted Certificates Exhibit F-2 Form of ERISA Representation Letter regarding Class R Certificates Exhibit G Form of Distribution Date Statement to Certificateholders Exhibit H Supplemental Servicer Schedule Form of Omnibus Assignment Exhibit I I-1 Form of Regulation S Transfer Certificate during Restricted Period Exhibit I-2 Form of Regulation S Transfer Certificate after Restricted Period Exhibit J Form of Purchase Option Notice Exhibit K Form of Transfer Certificate for Rule 144A Book-Entry Certificate to Temporary Regulation S Book-Entry Certificate during Restricted Period Exhibit J L Form of Notice Relating to the JQH Hotel Portfolio Mortgage Loan Exhibit M Form of Transfer Certificate for Rule 144A Book-Entry Certificate to Regulation S Book-Entry Certificate after Restricted Period Exhibit K N Form of Transfer Certificate for Temporary Regulation S Book-Entry Certificate to Rule 144A Global Book-Entry Certificate during Restricted Period Exhibit L O Form of Transfer Certificate for Temporary Regulation S Book-Entry Certificate to Regulation S Book-Entry Certificate after during Restricted Period Exhibit M P Form of Transfer Certificate for Non-Book Entry Certificate to Temporary Regulation S Book-Entry Certificate Exhibit N Form of Transfer Certificate for Non-Book Entry Certificate to Regulation S Book-Entry Certificate Exhibit O Form of Transfer Certificate for Non-Book Entry Certificate to Rule 144A Book-Entry Certificate Exhibit P-1A Form of Investor Certification for Non-Borrower Party (for Persons other than the Directing Holder, the Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1B Form of Investor Certification for Non-Borrower Party (for the Directing Holder, Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1C Form of Investor Certification for Borrower Party (for Persons other than the Directing Holder, Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1D Form of Investor Certification for Borrower Party (for the Directing Holder, Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1E Form of Notice of Excluded Controlling Class Holder Exhibit P-1F Form of Notice of Excluded Controlling Class Holder to Certificate Administrator Exhibit P-1G Form of Certification of the Controlling Class Representative Exhibit P-2 Form of Certification for NRSROs Exhibit P-3 Online Market Data Provider Certification Exhibit Q Custodian Certification/Exception Report Exhibit R-1 Form of Power of Attorney by Trustee for Master Servicer Exhibit R-2 Form of Power of Attorney by Trustee for Special Servicer Exhibit S Initial Companion Holders, Initial Class Majority Certificateholder Exhibit T Form of Notice Relating to the Non-Serviced Mortgage Loans Exhibit U Form of Notice and Certification Regarding Defeasance of Mortgage Loan Exhibit V Form of Operating Advisor Annual Report Exhibit W Form of Notice from Operating Advisor Recommending Replacement of the Special Servicer Exhibit X Form of Confidentiality Agreement Exhibit Y Form Certification to be Provided with Form 10-K Exhibit Z-1 Q-1 Form of Certification to be Provided to Depositor by Certificate Administrator Trustee Exhibit Z-2 Q-2 Form of Certification to be Provided to Depositor by Master Servicer Exhibit Z-3 Q-3 Form of Certification to be Provided to Depositor by Special Servicer Exhibit Z-4 Form of Certification to be Provided to Depositor by R Initial Companion Holders Exhibit S Information Request from Certificateholder, Beneficial Owner or Prospective Purchaser Exhibit T Trustee Certification/Exception Report Exhibit Z-5 Form of Certification to be Provided to Depositor by Operating Advisor Exhibit Z-6 Form of Certification to be Provided to Depositor by Custodian Exhibit Z-7 Form of Certification to be Provided to Depositor by Asset Representations Reviewer Exhibit AA U Servicing Criteria to be Addressed in Assessment of Compliance Exhibit BB V Additional Form 10-D Disclosure Exhibit CC W Additional Form 10-K Disclosure Exhibit DD X Form 8-K Disclosure Information Exhibit EE Y Additional Disclosure Notification Exhibit FF Initial SubZ Servicing and Subservicing Agreements Exhibit AA Swap Contract Related to the Class A-2FL Certificates Exhibit BB Release Oversight Loans Exhibit CC Tenants-Servicers In-Common Oversight Loans Exhibit GG Servicing Function Participants Exhibit HH DD Form of Annual Compliance Statement Exhibit II Form of Report on Assessment of Compliance with EE Servicing Criteria Function Participants Exhibit JJ CREFC® Payment Information Exhibit KK FF Form of Notice and Certification regarding Defeasance of Mortgage Schedule 1 Mortgage Loans Containing Additional Indebtedness Notification Exhibit LL Additional Disclosure Notification Debt Schedule 2 Mortgage Loans that Initially Pay Interest Only Schedule 3 Assumption Fees on Certain Mortgage Loans Schedule 4 Class A-SB Planned Principal Balance Schedule This Pooling and Servicing Agreement (Accountsthe "Agreement") Exhibit MM Form is dated and effective as of Notice of Purchase of Controlling Class Certificate Exhibit NN Form of July 1, 2007, among J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Wxxxxxxx Xxxk, Xxxional Association, as Master Servicer, CWCapital Asset Review Report by the Asset Representations Reviewer Exhibit OO Form of Asset Review Report Summary Exhibit PP Asset Review Procedures Exhibit QQ Form of Certification to Certificate Administrator Requesting Access to Secure Data Room Exhibit RR Form of Notice of [Additional Delinquent Mortgage Loan][Cessation of Delinquent Mortgage Loan][Cessation of Asset Review Trigger] Exhibit SS Form of Certificate Administrator Receipt of the HRR Certificates Exhibit TT Form of Certificate Administrator Receipt of the HRR Certificates Upon TransferManagement LLC, as Special Servicer, and LaSalle Bank National Association, as Trustee.

Exhibits. Exhibit A-1 Form of Class A-1 Certificate Exhibit Local Term Note A-2 Form of Class A-2 Certificate Exhibit Term B Delayed Draw Note A-3 Form of Class A-3 Certificate Exhibit Term B Funded Note A-4 Form of Class A-4 Certificate Exhibit Revolving Note A-5 Form of Class A-AB Certificate Exhibit A-6 Swing Line Note B-1 Form of Class A-BP Certificate Exhibit A-7 Borrowing Notice B-2 Form of Class X-A Certificate Exhibit A-8 Issuance Notice B-3 Form of Class X-BP Certificate Exhibit A-9 Conversion/Continuation Notice C-1 Form of Class X-B Closing Certificate Exhibit A-10 C-2 Form of Class X-D Compliance Certificate Exhibit A-11 C-3 Form of Class A-S Financial Condition Certificate Exhibit A-12 Form of Class B Certificate Exhibit A-13 Form of Class C Certificate Exhibit A-14 Form of Class D Certificate Exhibit A-15 Form of Class E-RR Certificate Exhibit A-16 Form of Class F-RR Certificate Exhibit A-17 Form of Class G-RR Certificate Exhibit A-18 Form of Class H-RR Certificate Exhibit A-19 Form of Class R Certificate Exhibit B Mortgage Loan Schedule Exhibit C Form of Investment Representation Letter Exhibit D-1 Form of Transferee Affidavit Exhibit Assignment Agreement D-2 Form of Transferor Letter Exhibit D-3 Joinder Agreement E-1 Form of Transferee Certificate for Transfers of the HRR Certificates Exhibit D-4 Floating Charge E-2 Form of Transferor Certificate for Transfers of the HRR Certificates Exhibit D-5 Form of Request of Sponsor Consent for Release of the HRR Certificates Exhibit E Form of Request for Release Exhibit F-1 Form of ERISA Representation Letter regarding ERISA Restricted Certificates Exhibit F-2 Form of ERISA Representation Letter regarding Class R Certificates Exhibit G Form of Distribution Date Statement Exhibit H Supplemental Servicer Schedule Exhibit Security Agreement E-3-I Form of Transfer Certificate for Rule 144A BookMacau Disbursement Collateral Account Agreement (Borrower) E-3-Entry Certificate to Temporary Regulation S Book-Entry Certificate during Restricted Period Exhibit J II Form of Transfer Certificate for Rule 144A Book-Entry Certificate to Regulation S Book-Entry Certificate after Restricted Period Exhibit K Macau Operating Collateral Account Agreement (Each Loan Party) E-4 Form of Transfer Certificate for Temporary Regulation S Book-Entry Certificate to Rule 144A Book-Entry Certificate during Restricted Period Exhibit L US Collateral Account Agreement E-5 Form of Transfer Certificate for Temporary Regulation S Book-Entry Certificate to Regulation S Book-Entry Certificate after Restricted Period Exhibit M Pledge Over Intellectual Property E-6 Form of Transfer Certificate for Non-Book Entry Certificate to Temporary Regulation S Book-Entry Certificate Exhibit N Mortgage E-7 Form of Transfer Certificate for Non-Book Entry Certificate to Regulation S Book-Entry Certificate Exhibit O Pledge Over Gaming Equipment and Utensils E-8 Form of Transfer Certificate for Non-Book Entry Certificate to Rule 144A Book-Entry Certificate Exhibit P-1A Assignment of Insurances E-9 Form of Investor Certification for NonAssignment of Reinsurances E-10-Borrower Party (for Persons other than the Directing Holder, the Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1B I Form of Investor Certification for NonAssignment of Rights (Company) E-10-Borrower Party (for the Directing Holder, Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1C II Form of Investor Certification for Borrower Party Assignment of Rights (for Persons other than the Directing Holder, Controlling Class Representative and/or a Controlling Class CertificateholderOther Loan Party) Exhibit P-1D E-11 Form of Investor Certification for Borrower Party (for the Directing Holder, Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1E Land Security Assignment E-12 Form of Notice of Excluded Controlling Class Holder Exhibit P-1F Livranca E-13 Form of Notice of Excluded Controlling Class Holder to Certificate Administrator Exhibit P-1G Form of Certification of the Controlling Class Representative Exhibit P-2 Form of Certification for NRSROs Exhibit P-3 Online Market Data Provider Certification Exhibit Q Custodian Certification/Exception Report Exhibit R-1 Livranca Side Letter E-14 Form of Power of Attorney by Trustee for Master Servicer Exhibit R-2 E-15-I Form of Power of Attorney by Trustee for Special Servicer Exhibit S Initial Companion Holders, Initial Class Majority Certificateholder Exhibit T Form of Notice Relating to the NonHong Kong Disbursement Collateral Account Agreement (Borrower) E-15-Serviced Mortgage Loans Exhibit U Form of Notice and Certification Regarding Defeasance of Mortgage Loan Exhibit V Form of Operating Advisor Annual Report Exhibit W Form of Notice from Operating Advisor Recommending Replacement of the Special Servicer Exhibit X Form of Confidentiality Agreement Exhibit Y Form Certification to be Provided with Form 10-K Exhibit Z-1 Form of Certification to be Provided to Depositor by Certificate Administrator Exhibit Z-2 Form of Certification to be Provided to Depositor by Master Servicer Exhibit Z-3 Form of Certification to be Provided to Depositor by Special Servicer Exhibit Z-4 Form of Certification to be Provided to Depositor by Trustee Exhibit Z-5 Form of Certification to be Provided to Depositor by Operating Advisor Exhibit Z-6 Form of Certification to be Provided to Depositor by Custodian Exhibit Z-7 Form of Certification to be Provided to Depositor by Asset Representations Reviewer Exhibit AA Servicing Criteria to be Addressed in Assessment of Compliance Exhibit BB Additional Form 10-D Disclosure Exhibit CC Additional Form 10-K Disclosure Exhibit DD Form 8-K Disclosure Information Exhibit EE Additional Disclosure Notification Exhibit FF Initial Sub-Servicers Exhibit GG Servicing Function Participants Exhibit HH Form of Annual Compliance Statement Exhibit II Form of Report on Assessment of Compliance with Servicing Criteria Exhibit JJ CREFC® Payment Information Exhibit KK Hong Kong Operating Collateral Account Agreement (Each Loan Party) F Form of Notice of Additional Indebtedness Notification Exhibit LL Additional Disclosure Notification (Accounts) Exhibit MM Guaranty G-1 Form of Notice of Purchase of Controlling Class Insurance Advisor’s Closing Date Certificate Exhibit NN G-2 Form of Asset Review Report by the Asset Representations Reviewer Exhibit OO Construction Consultant’s Closing Date Certificate G-3 Form of Asset Review Report Summary Exhibit PP Asset Review Procedures Exhibit QQ Insurance Broker’s Closing Date Certificate H-1 Form of Certification to Certificate Administrator Requesting Access to Secure Data Room Exhibit RR Opinion of Pxxx, Weiss, Rifkind, Wxxxxxx & Gxxxxxxx LLP H-2 Form of Notice Opinion of [Additional Delinquent Mortgage Loan][Cessation of Delinquent Mortgage Loan][Cessation of Asset Review Trigger] Exhibit SS Dx. Xxxxx Xxxxxxx H-3 Form of Certificate Administrator Receipt Opinion of the HRR Certificates Exhibit TT Deacons H-4 Form of Certificate Administrator Receipt Opinion of Lxxxxx Xxxxxx & Cxxxxxx H-5 Form of Opinion of Walkers I Form of Disbursement Agreement J Form of IP License K-1 Gaming Concession Consent K-2 Sand Macao Land Concession Consent L [Intentionally Omitted] M Form of Sponsor Agreement N Form of Collateral Agency Agreement O Insurance Requirements P Cotai Plan Q Schedule of Security Filings R Form of Subordination and Non-Disturbance Agreement S Form of Intercompany Contribution Agreement CREDIT AGREEMENT This CREDIT AGREEMENT is dated as of May 25, 2006 and entered into by and among VML US FINANCE LLC a Delaware limited liability company (the HRR Certificates Upon Transfer“Borrower”), VENETIAN MACAU LIMITED, a Macau corporation (the “Company”), THE FINANCIAL INSTITUTIONS LISTED ON THE SIGNATURE PAGES HEREOF (each individually referred to herein as a “Lender” and collectively as the “Lenders”), THE BANK OF NOVA SCOTIA (“Scotia Capital”), as administrative agent for the Lenders (in such capacity, the “Administrative Agent”), BANCO NACIONAL ULTRAMARINO, S.A. (“BNU”) and SUMITOMO MITSUI BANKING CORPORATION (“Sumitomo”) as co-documentation agents for the Lenders (in such capacity, the “Co-Documentation Agents”), and GXXXXXX SACHS CREDIT PARTNERS L.P. (“Goldman”), LXXXXX BROTHERS INC. (“Lxxxxx Brothers”), and CITIGROUP GLOBAL MARKETS, INC. (“Citi”) as co-syndication agents for the Lenders (in such capacity, the “Co-Syndication Agents”), and Joint Lead Arrangers and Joint Bookrunners (in such capacity, the “Arrangers”).

Exhibits. The following exhibits attached hereto supplement the exhibits included in the Base Indenture. Exhibit A-1 A-1: Form of Restricted Global Class A-1 Certificate A Note Exhibit A-2 A-2: Form of Temporary Global Class A-2 Certificate A Note Exhibit A-3 A-3: Form of Permanent Global Class A-3 Certificate A Note Exhibit A-4 B-1: Form of Restricted Global Class A-4 Certificate B Note Exhibit A-5 B-2: Form of Temporary Global Class A-AB Certificate B Note Exhibit A-6 B-3: Form of Permanent Global Class A-BP Certificate B Note Exhibit A-7 C-1: Form of Restricted Global Class X-A Certificate C Note Exhibit A-8 C-2: Form of Temporary Global Class X-BP Certificate C Note Exhibit A-9 C-3: Form of Permanent Global Class X-B Certificate C Note Exhibit A-10 D-1: Form of Restricted Global Class X-D Certificate R Note Exhibit A-11 D-2: Form of Temporary Global Class A-S Certificate R Note Exhibit A-12 D-3: Form of Permanent Global Class B Certificate R Note Exhibit A-13 E: Form of Class C Certificate Series 2023-5 Demand Note Exhibit A-14 F: Form of Class D Certificate Letter of Credit Exhibit A-15 G: Form of Class E-RR Certificate Lease Payment Deficit Notice Exhibit A-16 H: Form of Class F-RR Certificate Demand Notice Exhibit A-17 I: Form of Class G-RR Certificate Supplemental Indenture No. 4 to the Base Indenture Exhibit A-18 J: Form of Class H-RR Certificate Amendment to the AESOP I Operating Lease Exhibit A-19 K: Form of Class R Certificate Amendment to the Finance Lease Exhibit B Mortgage Loan Schedule Exhibit C L: Form of Investment Representation Letter Amendment to the AESOP I Operating Lease Loan Agreement Exhibit D-1 M: Form of Transferee Affidavit Amendment to the AESOP I Finance Lease Loan Agreement Exhibit D-2 N: Form of Transferor Letter Amendment to the AESOP II Operating Lease Exhibit D-3 O: Form of Transferee Certificate for Transfers of Amendment to the HRR Certificates Master Exchange Agreement Exhibit D-4 P: Form of Transferor Certificate for Transfers of Amendment to the HRR Certificates Escrow Agreement Exhibit D-5 Q: Form of Request of Sponsor Consent for Release of Amendment to the HRR Certificates Administration Agreement Exhibit E R: Form of Request for Release Amendment to the AESOP II Operating Lease Loan Agreement Exhibit F-1 S: Form of ERISA Representation Letter regarding ERISA Restricted Certificates Amendment to the Original AESOP Nominee Agreement Exhibit F-2 T: Form of ERISA Representation Letter regarding Class R Certificates Amendment to the Disposition Agent Agreement Exhibit G U: Form of Distribution Date Statement Exhibit H Supplemental Servicer Schedule Exhibit I Form of Transfer Certificate for Rule 144A Book-Entry Certificate to Temporary Regulation S Book-Entry Certificate during Restricted Period Exhibit J Form of Transfer Certificate for Rule 144A Book-Entry Certificate to Regulation S Book-Entry Certificate after Restricted Period Exhibit K Form of Transfer Certificate for Temporary Regulation S Book-Entry Certificate to Rule 144A Book-Entry Certificate during Restricted Period Exhibit L Form of Transfer Certificate for Temporary Regulation S Book-Entry Certificate to Regulation S Book-Entry Certificate after Restricted Period Exhibit M Form of Transfer Certificate for Non-Book Entry Certificate to Temporary Regulation S Book-Entry Certificate Exhibit N Form of Transfer Certificate for Non-Book Entry Certificate to Regulation S Book-Entry Certificate Exhibit O Form of Transfer Certificate for Non-Book Entry Certificate to Rule 144A Book-Entry Certificate Exhibit P-1A Form of Investor Certification for Non-Borrower Party (for Persons other than the Directing Holder, the Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1B Form of Investor Certification for Non-Borrower Party (for the Directing Holder, Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1C Form of Investor Certification for Borrower Party (for Persons other than the Directing Holder, Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1D Form of Investor Certification for Borrower Party (for the Directing Holder, Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1E Form of Notice of Excluded Controlling Class Holder Exhibit P-1F Form of Notice of Excluded Controlling Class Holder to Certificate Administrator Exhibit P-1G Form of Certification of the Controlling Class Representative Exhibit P-2 Form of Certification for NRSROs Exhibit P-3 Online Market Data Provider Certification Exhibit Q Custodian Certification/Exception Report Exhibit R-1 Form of Power of Attorney by Trustee for Master Servicer Exhibit R-2 Form of Power of Attorney by Trustee for Special Servicer Exhibit S Initial Companion Holders, Initial Class Majority Certificateholder Exhibit T Form of Notice Relating Amendment to the NonBack-Serviced Mortgage Loans Exhibit U Form of Notice and Certification Regarding Defeasance of Mortgage Loan Exhibit V Form of Operating Advisor Annual Report Exhibit W Form of Notice from Operating Advisor Recommending Replacement of the Special Servicer Exhibit X Form of Confidentiality Agreement Exhibit Y Form Certification to be Provided with Form 10-K Exhibit Z-1 Form of Certification to be Provided to Depositor by Certificate Administrator Exhibit Z-2 Form of Certification to be Provided to Depositor by Master Servicer Exhibit Z-3 Form of Certification to be Provided to Depositor by Special Servicer Exhibit Z-4 Form of Certification to be Provided to Depositor by Trustee Exhibit Z-5 Form of Certification to be Provided to Depositor by Operating Advisor Exhibit Z-6 Form of Certification to be Provided to Depositor by Custodian Exhibit Z-7 Form of Certification to be Provided to Depositor by Asset Representations Reviewer Exhibit AA Servicing Criteria to be Addressed in Assessment of Compliance Exhibit BB Additional Form 10-D Disclosure Exhibit CC Additional Form 10-K Disclosure Exhibit DD Form 8-K Disclosure Information Exhibit EE Additional Disclosure Notification Exhibit FF Initial Sub-Servicers Exhibit GG Servicing Function Participants Exhibit HH Form of Annual Compliance Statement Exhibit II Form of Report on Assessment of Compliance with Servicing Criteria Exhibit JJ CREFC® Payment Information Exhibit KK Form of Notice of Additional Indebtedness Notification Exhibit LL Additional Disclosure Notification (Accounts) Exhibit MM Form of Notice of Purchase of Controlling Class Certificate Exhibit NN Form of Asset Review Report by the Asset Representations Reviewer Exhibit OO Form of Asset Review Report Summary Exhibit PP Asset Review Procedures Exhibit QQ Form of Certification to Certificate Administrator Requesting Access to Secure Data Room Exhibit RR Form of Notice of [Additional Delinquent Mortgage Loan][Cessation of Delinquent Mortgage Loan][Cessation of Asset Review Trigger] Exhibit SS Form of Certificate Administrator Receipt of the HRR Certificates Exhibit TT Form of Certificate Administrator Receipt of the HRR Certificates Upon Transferup Administration Agreement

Exhibits. Exhibit A-1 Form of Class A-1 Certificate Certificates Exhibit A-2 Form of Class A-2 Certificate Certificates Exhibit A-3 Form of Class A-3 Certificate Certificates Exhibit A-4 Form of Class A-4 Certificate Certificates Exhibit A-5 Form of Class A-AB Certificate M-1 Certificates Exhibit A-6 Form of Class A-BP Certificate M-2 Certificates Exhibit A-7 Form of Class X-A Certificate M-3 Certificates Exhibit A-8 Form of Class X-BP Certificate M-4 Certificates Exhibit A-9 Form of Class X-B Certificate M-5 Certificates Exhibit A-10 Form of Class X-D Certificate M-6 Certificates Exhibit A-11 Form of Class A-S Certificate M-7 Certificates Exhibit A-12 Form of Class B Certificate M-8 Certificates Exhibit A-13 Form of Class C Certificate M-9 Certificates Exhibit A-14 Form of Class D Certificate M-10 Certificates Exhibit A-15 Form of Class E-RR Certificate M-11 Certificates Exhibit A-16 Form of Class F-RR Certificate M-12 Certificates Exhibit A-17 Form of Class G-RR Certificate C Certificates Exhibit A-18 Form of Class H-RR Certificate P Certificates Exhibit A-19 Form of Class R Certificate Certificates Exhibit A-20 Form of Class R-X Certificates Exhibit B [Reserved] Exhibit C Form of Mortgage Loan Purchase Agreement Exhibit D Mortgage Loan Schedule Exhibit C Form of Investment Representation Letter Exhibit D-1 Form of Transferee Affidavit Exhibit D-2 Form of Transferor Letter Exhibit D-3 Form of Transferee Certificate for Transfers of the HRR Certificates Exhibit D-4 Form of Transferor Certificate for Transfers of the HRR Certificates Exhibit D-5 Form of Request of Sponsor Consent for Release of the HRR Certificates Exhibit E Form of Request for Release Exhibit F-1 Form of ERISA Representation Letter regarding ERISA Restricted Certificates Trustee's Initial Certification Exhibit F-2 Form of Trustee's Final Certification Exhibit F-3 Form of Receipt of Mortgage Note Exhibit G Loss Mitigation Procedures Exhibit H Form of Lost Note Affidavit Exhibit I Form of Interest Rate Swap Agreement Exhibit J Form of Investment Letter Exhibit K Form of Residual Certificates Transfer Affidavit Exhibit L Form of Transferor Certificate Exhibit M Form of ERISA Representation Letter regarding Class R Certificates Exhibit G Form of Distribution Date Statement Exhibit H Supplemental Servicer Schedule Exhibit I Form of Transfer Certificate for Rule 144A Book-Entry Certificate to Temporary Regulation S Book-Entry Certificate during Restricted Period Exhibit J Form of Transfer Certificate for Rule 144A Book-Entry Certificate to Regulation S Book-Entry Certificate after Restricted Period Exhibit K Form of Transfer Certificate for Temporary Regulation S Book-Entry Certificate to Rule 144A Book-Entry Certificate during Restricted Period Exhibit L Form of Transfer Certificate for Temporary Regulation S Book-Entry Certificate to Regulation S Book-Entry Certificate after Restricted Period Exhibit M Form of Transfer Certificate for Non-Book Entry Certificate to Temporary Regulation S Book-Entry Certificate Exhibit N Form of Transfer Certificate for Non-Book Entry Certificate to Regulation S Book-Entry Certificate Swap Administration Agreement Exhibit O Form of Transfer Certificate for Non-Book Entry Certificate to Rule 144A Book-Entry Certificate [Reserved] Exhibit P-1A Form of Investor Certification for Non-Borrower Party (for Persons other than the Directing Holder, the Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1B Form of Investor Certification for Non-Borrower Party (for the Directing Holder, Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1C Form of Investor Certification for Borrower Party (for Persons other than the Directing Holder, Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1D Form of Investor Certification for Borrower Party (for the Directing Holder, Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1E Form of Notice of Excluded Controlling Class Holder Exhibit P-1F Form of Notice of Excluded Controlling Class Holder to Certificate Administrator Exhibit P-1G Form of Certification of the Controlling Class Representative Exhibit P-2 Form of Certification for NRSROs Exhibit P-3 Online Market Data Provider Certification Exhibit Q Custodian Certification/Exception Report P [Reserved] Exhibit R-1 Form of Power of Attorney by Trustee for Master Servicer Exhibit R-2 Form of Power of Attorney by Trustee for Special Servicer Exhibit S Initial Companion Holders, Initial Class Majority Certificateholder Exhibit T Form of Notice Relating to the Non-Serviced Mortgage Loans Exhibit U Form of Notice and Certification Regarding Defeasance of Mortgage Loan Exhibit V Form of Operating Advisor Annual Report Exhibit W Form of Notice from Operating Advisor Recommending Replacement of the Special Servicer Exhibit X Form of Confidentiality Agreement Exhibit Y Form Certification to be Be Provided by the Depositor with Form 10-K Exhibit Z-1 R-2 Form of Certification to be Be Provided to Depositor by Certificate Administrator Exhibit Z-2 Form of Certification to be Provided to Depositor by Master Servicer Exhibit Z-3 Form of Certification to be Provided to Depositor by Special Servicer Exhibit Z-4 Form of Certification to be Provided to Depositor by the Trustee Exhibit Z-5 Form of Certification to be Provided to Depositor by Operating Advisor Exhibit Z-6 Form of Certification to be Provided to Depositor by Custodian Exhibit Z-7 Form of Certification to be Provided to Depositor by Asset Representations Reviewer Exhibit AA Servicing Criteria to be Addressed in Assessment S Annual Statement of Compliance Exhibit BB Additional Form 10-D Disclosure Exhibit CC Additional Form 10-K Disclosure Exhibit DD Form 8-K Disclosure Information Exhibit EE Additional Disclosure Notification Exhibit FF Initial Sub-Servicers Exhibit GG pursuant to Section 3.20 Schedule I Prepayment Charge Schedule This Pooling and Servicing Function Participants Exhibit HH Form Agreement is dated as of Annual Compliance Statement Exhibit II Form of Report on Assessment of Compliance with Servicing Criteria Exhibit JJ CREFC® Payment Information Exhibit KK Form of Notice of Additional Indebtedness Notification Exhibit LL Additional Disclosure Notification September 1, 2005 (Accountsthe “Agreement”), among OPTION ONE MORTGAGE ACCEPTANCE CORPORATION, as depositor (the “Depositor”), OPTION ONE MORTGAGE CORPORATION, as master servicer (the “Master Servicer”) Exhibit MM Form of Notice of Purchase of Controlling Class Certificate Exhibit NN Form of Asset Review Report by and WXXXX FARGO BANK, N.A., as trustee (the Asset Representations Reviewer Exhibit OO Form of Asset Review Report Summary Exhibit PP Asset Review Procedures Exhibit QQ Form of Certification to Certificate Administrator Requesting Access to Secure Data Room Exhibit RR Form of Notice of [Additional Delinquent Mortgage Loan][Cessation of Delinquent Mortgage Loan][Cessation of Asset Review Trigger] Exhibit SS Form of Certificate Administrator Receipt of the HRR Certificates Exhibit TT Form of Certificate Administrator Receipt of the HRR Certificates Upon Transfer“Trustee”).

Exhibits. Exhibit A-1 - Form of Class A-1 Certificate A Certificates Exhibit A-2 - Form of Class A-2 Certificate M Certificates Exhibit A-3 - Form of Class A-3 Certificate X-0, X-0 and B-3 Certificates Exhibit A-4 - Form of Class A-4 Certificate B-IO Certificates Exhibit A-5 Form of Class A-AB Certificate Exhibit A-6 Form of Class A-BP Certificate Exhibit A-7 Form of Class X-A Certificate Exhibit A-8 Form of Class X-BP Certificate Exhibit A-9 Form of Class X-B Certificate Exhibit A-10 Form of Class X-D Certificate Exhibit A-11 Form of Class A-S Certificate Exhibit A-12 Form of Class B Certificate Exhibit A-13 Form of Class C Certificate Exhibit A-14 Form of Class D Certificate Exhibit A-15 Form of Class E-RR Certificate Exhibit A-16 Form of Class F-RR Certificate Exhibit A-17 Form of Class G-RR Certificate Exhibit A-18 Form of Class H-RR Certificate Exhibit A-19 - Form of Class R Certificates Exhibit A-6 - Form of Class R-X Certificate Exhibit A-7 - Form of Class XP Certificate Exhibit B - Mortgage Loan Schedule Exhibit C - [Reserved] Exhibit D - Request for Release of Documents Exhibit E - Form of Affidavit pursuant to Section 860E(e)(4) Exhibit F-1 - Form of Investment Representation Letter Exhibit D-1 F-2 - Form of Transferee Affidavit Rule 144A and Related Matters Certificate Exhibit D-2 G - Form of Transferor Letter Custodial Agreement Exhibit D-3 H - Form of Transferee Certificate for Transfers of the HRR Certificates Mortgage Loan Purchase Agreement Exhibit D-4 I - Form of Transferor Certificate for Transfers of the HRR Certificates Exhibit D-5 Form of Request of Sponsor Consent for Release of the HRR Certificates Exhibit E Form of Request for Release Exhibit F-1 Form of ERISA Representation Letter regarding ERISA Restricted Certificates Exhibit F-2 Form of ERISA Representation Letter regarding Class R Certificates Exhibit G Form of Distribution Date Statement Exhibit H Supplemental Servicer Schedule Exhibit I Form of Transfer Certificate for Rule 144A Book-Entry Certificate to Temporary Regulation S Book-Entry Certificate during Restricted Period Exhibit J Form of Transfer Certificate for Rule 144A Book-Entry Certificate to Regulation S Book-Entry Certificate after Restricted Period Exhibit K Form of Transfer Certificate for Temporary Regulation S Book-Entry Certificate to Rule 144A Book-Entry Certificate during Restricted Period Exhibit L Form of Transfer Certificate for Temporary Regulation S Book-Entry Certificate to Regulation S Book-Entry Certificate after Restricted Period Exhibit M Form of Transfer Certificate for Non-Book Entry Certificate to Temporary Regulation S Book-Entry Certificate Exhibit N Form of Transfer Certificate for Non-Book Entry Certificate to Regulation S Book-Entry Certificate Exhibit O Form of Transfer Certificate for Non-Book Entry Certificate to Rule 144A Book-Entry Certificate Exhibit P-1A Form of Investor Certification for Non-Borrower Party (for Persons other than the Directing Holder, the Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1B Form of Investor Certification for Non-Borrower Party (for the Directing Holder, Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1C Form of Investor Certification for Borrower Party (for Persons other than the Directing Holder, Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1D Form of Investor Certification for Borrower Party (for the Directing Holder, Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1E Form of Notice of Excluded Controlling Class Holder Exhibit P-1F Form of Notice of Excluded Controlling Class Holder to Certificate Administrator Exhibit P-1G Form of Certification of the Controlling Class Representative Exhibit P-2 Form of Certification for NRSROs Exhibit P-3 Online Market Data Provider Certification Exhibit Q Custodian Certification/Exception Report Exhibit R-1 Form of Trustee Limited Power of Attorney by Trustee Exhibit J - [Reserved] Exhibit K - Loan Level Format for Master Tape Input, Servicer Period Reporting Exhibit R-2 Form of Power of Attorney by Trustee L - Reporting Data for Special Servicer Exhibit S Initial Companion Holders, Initial Class Majority Certificateholder Exhibit T Form of Notice Relating to the Non-Serviced Mortgage Defaulted Loans Exhibit U Form of Notice and Certification Regarding Defeasance of Mortgage Loan M - [Reserved] Exhibit V Form of Operating Advisor Annual Report N - [Reserved] Exhibit W Form of Notice from Operating Advisor Recommending Replacement of the Special Servicer Exhibit X Form of Confidentiality Agreement Exhibit Y Form Certification to be Provided with Form 10-K Exhibit Z-1 Form of Certification to be Provided to Depositor by Certificate Administrator Exhibit Z-2 Form of Certification to be Provided to Depositor by Master Servicer Exhibit Z-3 Form of Certification to be Provided to Depositor by Special Servicer Exhibit Z-4 Form of Certification to be Provided to Depositor by Trustee Exhibit Z-5 Form of Certification to be Provided to Depositor by Operating Advisor Exhibit Z-6 Form of Certification to be Provided to Depositor by Custodian Exhibit Z-7 Form of Certification to be Provided to Depositor by Asset Representations Reviewer Exhibit AA O - Servicing Criteria to be Addressed in Assessment of Compliance Exhibit BB Additional P - Form of Back-Up Certification Exhibit Q - Form 10-D Disclosure Exhibit CC Additional D, Form 8-K and Form 10-K Disclosure Reporting Exhibit DD Form 8-K R - Additional Disclosure Information Exhibit EE Additional Disclosure Notification Exhibit FF Initial Sub-Servicers Exhibit GG Servicing Function Participants Exhibit HH S - Form of Annual Compliance Statement Exhibit II Form Owner Certification Schedule A - Coupon Strip Reserve Account Schedule POOLING AND SERVICING AGREEMENT Pooling and Servicing Agreement dated as of Report on Assessment of Compliance with Servicing Criteria Exhibit JJ CREFC® Payment Information Exhibit KK Form of Notice of Additional Indebtedness Notification Exhibit LL Additional Disclosure Notification February 1, 2006, among Bear Xxxxxxx Asset Backed Securities I LLC, a Delaware limited liability company, as depositor (Accounts) Exhibit MM Form of Notice of Purchase of Controlling Class Certificate Exhibit NN Form of Asset Review Report by the Asset Representations Reviewer Exhibit OO Form of Asset Review Report Summary Exhibit PP Asset Review Procedures Exhibit QQ Form of Certification to Certificate Administrator Requesting Access to Secure Data Room Exhibit RR Form of Notice of [Additional Delinquent Mortgage Loan][Cessation of Delinquent Mortgage Loan][Cessation of Asset Review Trigger] Exhibit SS Form of Certificate Administrator Receipt “Depositor”), Xxxxx Fargo Bank, National Association, a banking association organized under the laws of the HRR Certificates Exhibit TT Form of Certificate Administrator Receipt of United States, not in its individual capacity but solely as trustee (the HRR Certificates Upon Transfer“Trustee”) and EMC Mortgage Corporation, as servicer (in such capacity, the “Servicer”), as company (in such capacity, the “Company” or “EMC”) and, as sponsor (in such capacity, the “Sponsor”).

Exhibits. Exhibit A-1 A Definitions Exhibit B-1 The Company’s Closing Certificate Exhibit B-2 Construction Consultant’s Closing Certificate Exhibit B-3 Insurance Advisor’s Closing Certificate Exhibit B-4 Company’s Insurance Broker’s Closing Certificate (Xxxxxx) Exhibit C-1 Form of Class A-1 Advance Request and Certificate Exhibit A-2 C-2 Form of Class A-2 Construction Consultant’s Advance Certificate Exhibit A-3 C-3 Form of Class A-3 Phase I Architect’s Advance Certificate Exhibit A-4 C-4 Form of Class A-4 Phase I Primary Contractor’s Advance Certificate Exhibit A-5 C-5 Form of Class A-AB Phase I Golf Course Designer’s Advance Certificate Exhibit A-6 C-6 Form of Class A-BP Phase I Golf Course Contractor’s Advance Certificate Exhibit A-7 C-7 Form of Class X-A Phase I Aqua Theater and Showroom Designer’s Advance Certificate Exhibit A-8 C-8 Form of Class X-BP Phase II Major Architect’s Advance Certificate Exhibit A-9 C-9 Form of Class X-B Phase II Major Contractor’s Advance Certificate Exhibit A-10 D Notice of Advance Request Exhibit E Project Schedule Amendment Certificate Exhibit F-1 Phase I Project Budget Exhibit F-2 Phase I Summary Anticipated Cost Report Exhibit F-3 Phase I Anticipated Cost Report Exhibit F-4 Phase II Project Budget Exhibit F-5 Phase II Summary Anticipated Cost Report Exhibit F-6 Phase II Anticipated Cost Report Exhibit F-7 Phase I Projected Excess Cash Flow Schedule Exhibit G-1 Phase I Project Schedule Exhibit G-2 Phase II Project Schedule Exhibit H-1 Form of Class X-D Certificate Unconditional Release of Lien Upon Progress Payment Exhibit A-11 H-2 Form of Class A-S Certificate Conditional Release of Lien Upon Progress Payment Exhibit A-12 H-3 Form of Class B Certificate Unconditional Release of Lien Upon Final Payment Exhibit A-13 H-4 Form of Class C Certificate Exhibit A-14 Form of Class D Certificate Exhibit A-15 Form of Class E-RR Certificate Exhibit A-16 Form of Class F-RR Certificate Exhibit A-17 Form of Class G-RR Certificate Exhibit A-18 Form of Class H-RR Certificate Exhibit A-19 Form of Class R Certificate Exhibit B Mortgage Loan Schedule Exhibit C Form of Investment Representation Letter Exhibit D-1 Form of Transferee Affidavit Exhibit D-2 Form of Transferor Letter Exhibit D-3 Form of Transferee Certificate for Transfers of the HRR Certificates Exhibit D-4 Form of Transferor Certificate for Transfers of the HRR Certificates Exhibit D-5 Form of Request of Sponsor Consent for Conditional Release of the HRR Certificates Exhibit E Form of Request for Release Exhibit F-1 Form of ERISA Representation Letter regarding ERISA Restricted Certificates Exhibit F-2 Form of ERISA Representation Letter regarding Class R Certificates Exhibit G Form of Distribution Date Statement Exhibit H Supplemental Servicer Schedule Lien Upon Final Payment Exhibit I Form of Transfer Certificate for Rule 144A Book-Entry Certificate to Temporary Regulation S Book-Entry Certificate during Restricted Period Local Company Collateral Account Agreement Exhibit J Form J-1 Schedule of Transfer Certificate for Rule 144A Book-Entry Certificate to Regulation S Book-Entry Certificate after Restricted Period Permits Phase I Project Exhibit K Form J-2 Schedule of Transfer Certificate for Temporary Regulation S Book-Entry Certificate to Rule 144A Book-Entry Certificate during Restricted Period Permits Phase II Project Exhibit K-1 Xxxx Las Vegas Permitted Encumbrances Exhibit K-2 Xxxx Golf Permitted Encumbrances Exhibit K-3 Wynn Sunrise Permitted Encumbrances Exhibit L Form of Transfer Certificate for Temporary Regulation S Book-Entry Certificate to Regulation S Book-Entry Certificate after Restricted Period Insurance Requirements Exhibit M Form of Transfer Certificate for Non-Book Entry Certificate to Temporary Regulation S Book-Entry Certificate [Intentionally Omitted] Exhibit N Form of Transfer Certificate for Non-Book Entry Certificate to Regulation S Book-Entry Certificate Opinion List Exhibit O Form of Transfer Certificate for Non-Book Entry Certificate to Rule 144A Book-Entry Certificate Payment and Performance Bond Exhibit P-1A P Form of Investor Certification for Non-Borrower Party (for Persons other than the Directing Holder, the Controlling Class Representative and/or a Controlling Class Certificateholder) Consent to Assignment Exhibit P-1B Form of Investor Certification for Non-Borrower Party (for the Directing Holder, Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1C Form of Investor Certification for Borrower Party (for Persons other than the Directing Holder, Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1D Form of Investor Certification for Borrower Party (for the Directing Holder, Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1E Form of Notice of Excluded Controlling Class Holder Exhibit P-1F Form of Notice of Excluded Controlling Class Holder to Certificate Administrator Exhibit P-1G Form of Certification Q-1 Description of the Controlling Class Representative Phase I Project Exhibit P-2 Form Q-2 Description of Certification for NRSROs the Phase II Project Exhibit P-3 Online Market Data Provider Certification Q-3 Description of the Site Part A Description of the Golf Course Land Part B Description of the Wynn Sunrise Land Part C Description of the Phase II Land Exhibit Q Custodian Certification/Exception Report Q-4 List of Plans and Specifications Exhibit Q-5 List of Contracts and all other Material Project Documents Exhibit R-1 Form of Power of Attorney by Trustee for Master Servicer Company’s Phase II Approval Date Certificate Exhibit R-2 [Intentionally Omitted] Exhibit R-3 [Intentionally Omitted] Exhibit R-4 [Intentionally Omitted] Exhibit R-5 [Intentionally Omitted] Exhibit R-6 Form of Power of Attorney by Trustee for Special Servicer Company’s Completion Guaranty Release Certificate Exhibit S Initial Companion Holders, Initial Class Majority Certificateholder Exhibit T R-7 Form of Notice Relating to the Non-Serviced Mortgage Loans Construction Consultant’s Completion Guaranty Release Certificate Exhibit U S-1 Form of Notice and Certification Regarding Defeasance of Mortgage Loan Company’s Opening Date Certificate Exhibit V S-2 Form of Operating Advisor Annual Report Construction Consultant’s Opening Date Certificate Exhibit W S-3 [Intentionally Omitted] Exhibit S-4 [Intentionally Omitted] Exhibit S-5 [Intentionally Omitted] Exhibit S-6 [Intentionally Omitted] Exhibit T-1 Form of Notice from Operating Advisor Recommending Replacement of the Special Servicer Company’s Completion Certificate Exhibit X T-2 Form of Confidentiality Agreement Construction Consultant’s Completion Certificate Exhibit Y Form Certification to be Provided with Form 10-K Exhibit Z-1 T-3 Form of Certification to be Provided to Depositor by Phase I Architect’s Completion Certificate Administrator Exhibit Z-2 T-4 Form of Certification to be Provided to Depositor by Master Servicer Phase I Primary Contractor’s Completion Certificate Exhibit Z-3 T-5 Form of Certification to be Provided to Depositor by Special Servicer Phase I Golf Course Designer’s Completion Certificate Exhibit Z-4 T-6 Form of Certification to be Provided to Depositor by Trustee Phase I Aqua Theater and Showroom Designer’s Completion Certificate Exhibit Z-5 T-7 Form of Certification to be Provided to Depositor by Operating Advisor Phase I Golf Course Contractor’s Completion Certificate Exhibit Z-6 T-8 Form of Certification to be Provided to Depositor by Custodian Phase I Parking Structure Contractor’s Completion Certificate Exhibit Z-7 T-9 Form of Certification to be Provided to Depositor by Asset Representations Reviewer Phase II Major Architect’s Completion Certificate Exhibit AA Servicing Criteria to be Addressed in Assessment of Compliance Exhibit BB Additional Form 10-D Disclosure Exhibit CC Additional Form 10-K Disclosure Exhibit DD Form 8-K Disclosure Information Exhibit EE Additional Disclosure Notification Exhibit FF Initial Sub-Servicers Exhibit GG Servicing Function Participants Exhibit HH T-10 Form of Annual Compliance Statement Phase II Major Contractor’s Completion Certificate Exhibit II U-1 Form of Report on Assessment of Compliance with Servicing Criteria Company’s Final Completion Certificate Exhibit JJ CREFC® Payment Information Exhibit KK U-2 Form of Notice of Additional Indebtedness Notification Construction Consultant’s Final Completion Certificate Exhibit LL Additional Disclosure Notification (Accounts) Exhibit MM U-3 Form of Notice of Purchase of Controlling Class Phase I Architect’s Final Completion Certificate Exhibit NN U-4 Form of Asset Review Report by the Asset Representations Reviewer Phase I Primary Contractor’s Final Completion Certificate Exhibit OO U-5 Form of Asset Review Report Summary Phase II Architect’s Final Completion Certificate Exhibit PP Asset Review Procedures Exhibit QQ U-6 Form of Certification to Phase II Primary Contractor’s Final Completion Certificate Administrator Requesting Access to Secure Data Room Exhibit RR Form V-1 Minimum Phase I Project Requirements Exhibit V-2 Minimum Phase II Project Requirements THIS MASTER DISBURSEMENT AGREEMENT (this “Agreement”), dated as of Notice of [Additional Delinquent Mortgage Loan][Cessation of Delinquent Mortgage Loan][Cessation of Asset Review Trigger] Exhibit SS Form of Certificate Administrator Receipt of December 14, 2004, is entered into by and among WYNN LAS VEGAS, LLC, a Nevada limited liability company (the HRR Certificates Exhibit TT Form of Certificate Administrator Receipt of “Company”), DEUTSCHE BANK TRUST COMPANY AMERICAS, as the HRR Certificates Upon Transferinitial Bank Agent, U.S. BANK NATIONAL ASSOCIATION, as the initial 2014 Notes Indenture Trustee, and DEUTSCHE BANK TRUST COMPANY AMERICAS, as the initial Disbursement Agent.

Exhibits. 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-AB M-1 Certificate Exhibit A-6 Form of Class A-BP M-2 Certificate Exhibit A-7 Form of Class X-A M-3 Certificate Exhibit A-8 Form of Class X-BP M-4 Certificate Exhibit A-9 Form of Class X-B M-5 Certificate Exhibit A-10 Form of Class X-D M-6 Certificate Exhibit A-11 Form of Class A-S M-7 Certificate Exhibit A-12 Form of Class B M-8 Certificate Exhibit A-13 Form of Class C M-9 Certificate Exhibit A-14 Form of Class D M-10 Certificate Exhibit A-15 Form of Class E-RR Certificate [Reserved] Exhibit A-16 Form of Class F-RR CE Certificate Exhibit A-17 Form of Class G-RR P Certificate Exhibit A-18 Form of Class H-RR R Certificate Exhibit A-19 Form of Class R R-X Certificate Exhibit B Mortgage Loan Schedule [Reserved] Exhibit C C-1 Form of Investment Representation Letter Trustee’s Initial Certification Exhibit D-1 C-2 Form of Transferee Affidavit Trustee’s Final Certification Exhibit D-2 C-3 Form of Transferor Letter Trustee’s Receipt of Mortgage Notes Exhibit D-3 D Form of Transferee Certificate for Transfers of the HRR Certificates Exhibit D-4 Form of Transferor Certificate for Transfers of the HRR Certificates Exhibit D-5 Form of Request of Sponsor Consent for Release of the HRR Certificates Assignment Agreement Exhibit E Form of Request for Release Exhibit F-1 Form of ERISA Transferor Representation Letter regarding ERISA Restricted and Form of Transferee Representation Letter in Connection with Transfer of the Private Certificates Pursuant to Rule 144A Under the 1933 Act Exhibit F-2 Form of ERISA Representation Letter regarding Class R Transfer Affidavit and Agreement and Form of Transferor Affidavit in Connection with Transfer of Residual Certificates Exhibit G Form of Distribution Date Statement Certification with respect to ERISA and the Code Exhibit H Supplemental Servicer Schedule Form of Report Pursuant to Section 4.06 Exhibit I Form of Transfer Certificate for Rule 144A Book-Entry Certificate to Temporary Regulation S Book-Entry Certificate during Restricted Period Lost Note Affidavit Exhibit J Form of Transfer Certificate for Rule 144A Book-Entry Certificate to Regulation S Book-Entry Certificate after Restricted Period Exhibit K Form of Transfer Certificate for Temporary Regulation S Book-Entry Certificate to Rule 144A Book-Entry Certificate during Restricted Period Exhibit L Form of Transfer Certificate for Temporary Regulation S Book-Entry Certificate to Regulation S Book-Entry Certificate after Restricted Period Exhibit M Form of Transfer Certificate for Non-Book Entry Certificate to Temporary Regulation S Book-Entry Certificate Exhibit N Form of Transfer Certificate for Non-Book Entry Certificate to Regulation S Book-Entry Certificate Exhibit O Form of Transfer Certificate for Non-Book Entry Certificate to Rule 144A Book-Entry Certificate Exhibit P-1A Form of Investor Certification for Non-Borrower Party (for Persons other than the Directing Holder, the Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1B Form of Investor Certification for Non-Borrower Party (for the Directing Holder, Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1C Form of Investor Certification for Borrower Party (for Persons other than the Directing Holder, Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1D Form of Investor Certification for Borrower Party (for the Directing Holder, Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1E Form of Notice of Excluded Controlling Class Holder Exhibit P-1F Form of Notice of Excluded Controlling Class Holder to Certificate Administrator Exhibit P-1G J-1 Form of Certification of to Be Provided by the Controlling Class Representative Exhibit P-2 Form of Certification for NRSROs Exhibit P-3 Online Market Data Provider Certification Exhibit Q Custodian Certification/Exception Report Exhibit R-1 Form of Power of Attorney by Trustee for Master Servicer Exhibit R-2 Form of Power of Attorney by Trustee for Special Servicer Exhibit S Initial Companion Holders, Initial Class Majority Certificateholder Exhibit T Form of Notice Relating to the Non-Serviced Mortgage Loans Exhibit U Form of Notice and Certification Regarding Defeasance of Mortgage Loan Exhibit V Form of Operating Advisor Annual Report Exhibit W Form of Notice from Operating Advisor Recommending Replacement of the Special Servicer Exhibit X Form of Confidentiality Agreement Exhibit Y Form Certification to be Provided with Form 10-K Exhibit Z-1 J-2 Form of Certification to be Be Provided by the Servicer to Depositor by Certificate Administrator Exhibit Z-2 Form of Certification to be Provided to Depositor by the Master Servicer Exhibit Z-3 K Form of Certification Cap Contract Exhibit L Annual Statement of Compliance pursuant to be Provided to Depositor by Special Servicer Section 3.20 Exhibit Z-4 M Form of Certification to be Provided to Depositor by Trustee Interest Rate Swap Agreement Exhibit Z-5 N Form of Certification to be Provided to Depositor by Operating Advisor Swap Administration Agreement Exhibit Z-6 Form of Certification to be Provided to Depositor by Custodian Exhibit Z-7 Form of Certification to be Provided to Depositor by Asset Representations Reviewer Exhibit AA O Servicing Criteria to be Be Addressed in Assessment of Compliance Exhibit BB Additional P Form 10-D Disclosure Exhibit CC Additional D, Form 8-K and Form 10-K Disclosure Reporting Responsibility Exhibit DD Form 8-K Disclosure Information Exhibit EE Q Additional Disclosure Notification Exhibit FF Initial Sub-Servicers Exhibit GG Servicing Function Participants Exhibit HH R-1 Form of Annual Compliance Statement Delinquency Report and Monthly Remittance Advice Exhibit II R-2 [Reserved] Exhibit R-3 Form of Realized Loss Report on Assessment Schedule 1 Mortgage Loan Schedule Schedule 2 Prepayment Charge Schedule This Pooling and Servicing Agreement, is dated and effective as of Compliance with Servicing Criteria Exhibit JJ CREFC® Payment Information Exhibit KK Form of Notice of Additional Indebtedness Notification Exhibit LL Additional Disclosure Notification (Accounts) Exhibit MM Form of Notice of Purchase of Controlling Class Certificate Exhibit NN Form of Asset Review Report by the Asset Representations Reviewer Exhibit OO Form of Asset Review Report Summary Exhibit PP Asset Review Procedures Exhibit QQ Form of Certification to Certificate March 1, 2006 among MORTGAGE ASSET SECURITIZATION TRANSACTIONS, INC. as Depositor, HOMEQ SERVICING CORPORATION as Servicer, XXXXX FARGO BANK, N.A. as Master Servicer, Trust Administrator Requesting Access to Secure Data Room Exhibit RR Form of Notice of [Additional Delinquent Mortgage Loan][Cessation of Delinquent Mortgage Loan][Cessation of Asset Review Trigger] Exhibit SS Form of Certificate Administrator Receipt of the HRR Certificates Exhibit TT Form of Certificate Administrator Receipt of the HRR Certificates Upon Transferand Custodian and U.S. BANK NATIONAL ASSOCIATION as Trustee.

Exhibits. Exhibit A-1 Form of Class A-1 Certificate Certificates Exhibit A-2 Form of Class A-2 Certificate Certificates Exhibit A-3 Form of Class A-3 Certificate Certificates Exhibit A-4 Form of Class A-4 Certificate Certificates Exhibit A-5 B-1 Form of Class A-AB Certificate M-1 Certificates Exhibit A-6 B-2 Form of Class A-BP Certificate M-2 Certificates Exhibit A-7 B-3 Form of Class X-A Certificate M-3 Certificates Exhibit A-8 B-4 Form of Class X-BP Certificate M-4 Certificates Exhibit A-9 B-5 Form of Class X-B Certificate M-5 Certificates Exhibit A-10 B-6 Form of Class X-D Certificate M-6 Certificates Exhibit A-11 C-1 Form of Class A-S Certificate CE Certificates Exhibit A-12 C-2 Form of Class B Certificate P Certificates Exhibit A-13 Form of Class C Certificate Exhibit A-14 Form of Class D Certificate Exhibit A-15 Form of Class E-RR Certificate Exhibit A-16 Form of Class F-RR Certificate Exhibit A-17 Form of Class G-RR Certificate Exhibit A-18 Form of Class H-RR Certificate Exhibit A-19 C-3 Form of Class R Certificate Certificates Exhibit B D-1 Group 1 Mortgage Loan Schedule Exhibit C Form of Investment Representation Letter Exhibit D-1 Form of Transferee Affidavit Exhibit D-2 Form of Transferor Letter Exhibit D-3 Form of Transferee Certificate for Transfers of the HRR Certificates Exhibit D-4 Form of Transferor Certificate for Transfers of the HRR Certificates Exhibit D-5 Form of Request of Sponsor Consent for Release of the HRR Certificates Group 2 Mortgage Loan Schedule Exhibit E Form of Request for Release Exhibit F-1 Form of ERISA Representation Letter regarding ERISA Restricted Certificates Trustee's Initial Certification Exhibit F-2 Form of ERISA Representation Letter regarding Class R Certificates Trustee's Final Certification Exhibit F-3 Form of Receipt of Mortgage Note Exhibit G Mortgage Loan Purchase Agreement Exhibit H Form of Distribution Date Statement Exhibit H Supplemental Servicer Schedule Lost Note Affidavit Exhibit I Form of Transfer Certificate for Rule 144A Book-Entry Certificate to Temporary Regulation S Book-Entry Certificate during Restricted Period ERISA Representation Exhibit J Form of Transfer Certificate for Rule 144A Book-Entry Certificate to Regulation S Book-Entry Certificate after Restricted Period Investment Letter Exhibit K Form of Class R Certificate Transfer Certificate for Temporary Regulation S Book-Entry Certificate to Rule 144A Book-Entry Certificate during Restricted Period Affidavit Exhibit L Form of Transfer Transferor Certificate for Temporary Regulation S Book-Entry Certificate to Regulation S Book-Entry Certificate after Restricted Period Exhibit M Form of Transfer Certificate for Non-Book Entry Certificate to Temporary Regulation S Book-Entry Certificate Monthly Information Provided by Master Servicer Exhibit N Form of Transfer Certificate for Non-Book Entry Certificate to Regulation S Book-Entry Certificate Yield Maintenance Agreement Exhibit O Form of Transfer Certificate for Non-Book Entry Certificate to Rule 144A Book-Entry Certificate Certification Exhibit P-1A Form of Investor Certification for Non-Borrower Party (for Persons other than the Directing Holder, the Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1B Form of Investor Certification for Non-Borrower Party (for the Directing Holder, Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1C Form of Investor Certification for Borrower Party (for Persons other than the Directing Holder, Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1D Form of Investor Certification for Borrower Party (for the Directing Holder, Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1E Form of Notice of Excluded Controlling Class Holder Exhibit P-1F Form of Notice of Excluded Controlling Class Holder to Certificate Administrator Exhibit P-1G P-1 Form of Certification of the Controlling Class Representative Trustee to be Provided to Depositor Exhibit P-2 Form of Certification for NRSROs Exhibit P-3 Online Market Data Provider Certification Exhibit Q Custodian Certification/Exception Report Exhibit R-1 Form of Power of Attorney by Trustee for the Master Servicer Exhibit R-2 Form of Power of Attorney by Trustee for Special Servicer Exhibit S Initial Companion Holders, Initial Class Majority Certificateholder Exhibit T Form of Notice Relating to the Non-Serviced Mortgage Loans Exhibit U Form of Notice and Certification Regarding Defeasance of Mortgage Loan Exhibit V Form of Operating Advisor Annual Report Exhibit W Form of Notice from Operating Advisor Recommending Replacement of the Special Servicer Exhibit X Form of Confidentiality Agreement Exhibit Y Form Certification to be Provided with Form 10-K Exhibit Z-1 Form of Certification to be Provided to Depositor by Certificate Administrator Exhibit Z-2 Form ASSET BACKED FUNDING CORPORATION, as depositor (the "Depositor"), OPTION ONE MORTGAGE CORPORATION, as servicer (the "Master Servicer"), and WEXXX XARGO BANK, NATIONAL ASSOCIATION, as trustee (the "Trustee") are entering into this Amended and Restated Pooling and Servicing Agreement, dated as of Certification June 1, 2004 (the "Agreement"), to be Provided to Depositor by amend and restate the Pooling and Servicing Agreement, dated as of April 1, 2004 (the "Original Agreement"), in its entirety. The Depositor, Master Servicer Exhibit Z-3 Form and Trustee hereby amend and restate the Original Agreement in its entirety in order to provide for the rights of Certification to be Provided to Depositor by Special Servicer Exhibit Z-4 Form of Certification to be Provided to Depositor by Trustee Exhibit Z-5 Form of Certification to be Provided to Depositor by Operating Advisor Exhibit Z-6 Form of Certification to be Provided to Depositor by Custodian Exhibit Z-7 Form of Certification to be Provided to Depositor by Asset Representations Reviewer Exhibit AA Servicing Criteria to be Addressed in Assessment of Compliance Exhibit BB Additional Form 10-D Disclosure Exhibit CC Additional Form 10-K Disclosure Exhibit DD Form 8-K Disclosure Information Exhibit EE Additional Disclosure Notification Exhibit FF Initial Sub-Servicers Exhibit GG Servicing Function Participants Exhibit HH Form of Annual Compliance Statement Exhibit II Form of Report Ambac Assurance Corporation, as the insurer issuing a financial guaranty insurance policy that guarantees payment on Assessment of Compliance with Servicing Criteria Exhibit JJ CREFC® Payment Information Exhibit KK Form of Notice of Additional Indebtedness Notification Exhibit LL Additional Disclosure Notification (Accounts) Exhibit MM Form of Notice of Purchase of Controlling Class Certificate Exhibit NN Form of Asset Review Report net interest margin securities secured by the Asset Representations Reviewer Exhibit OO Form of Asset Review Report Summary Exhibit PP Asset Review Procedures Exhibit QQ Form of Certification to Certificate Administrator Requesting Access to Secure Data Room Exhibit RR Form of Notice of [Additional Delinquent Mortgage Loan][Cessation of Delinquent Mortgage Loan][Cessation of Asset Review Trigger] Exhibit SS Form of Certificate Administrator Receipt Class CE and Class P Certificates, as provided in Section 11.01 of the HRR Certificates Exhibit TT Form of Certificate Administrator Receipt of the HRR Certificates Upon TransferOriginal Agreement.

Exhibits. Exhibit A-1 Form of Class A-1 Certificate AI-1 Certificates Exhibit A-2 Form of Class A-2 Certificate AI-2 Certificates Exhibit A-3 Form of Class A-3 Certificate AI-3 Certificates Exhibit A-4 Form of Class A-4 Certificate AII-1 Certificates Exhibit A-5 Form of Class A-AB Certificate AII-2 Certificates Exhibit A-6 Form of Class A-BP Certificate AII-3 Certificates Exhibit A-7 B-1 Form of Class X-A Certificate M-1 Certificates Exhibit A-8 B-2 Form of Class X-BP Certificate M-2 Certificates Exhibit A-9 B-3 Form of Class X-B Certificate M-3 Certificates Exhibit A-10 B-4 Form of Class X-D Certificate M-4 Certificates Exhibit A-11 B-5 Form of Class A-S Certificate M-5 Certificates Exhibit A-12 B-6 Form of Class B Certificate M-6 Certificates Exhibit A-13 B-7 Form of Class C Certificate M-7 Certificates Exhibit A-14 B-8 Form of Class D Certificate M-8 Certificates Exhibit A-15 B-9 Form of Class E-RR Certificate M-9 Certificates Exhibit A-16 B-10 Form of Class F-RR Certificate B-1 Certificates Exhibit A-17 C-1 Form of Class G-RR Certificate CE Certificates Exhibit A-18 C-2 Form of Class H-RR Certificate P Certificates Exhibit A-19 C-3 Form of Class R Certificate R-1 Certificates Exhibit B C-4 Form of Class R-2 Certificates Exhibit D-1 Group I Mortgage Loan Schedule Exhibit C Form of Investment Representation Letter Exhibit D-1 Form of Transferee Affidavit Exhibit D-2 Form of Transferor Letter Exhibit D-3 Form of Transferee Certificate for Transfers of the HRR Certificates Exhibit D-4 Form of Transferor Certificate for Transfers of the HRR Certificates Exhibit D-5 Form of Request of Sponsor Consent for Release of the HRR Certificates Group II Mortgage Loan Schedule Exhibit E Form of Request for Release Exhibit F-1 Form of ERISA Representation Letter regarding ERISA Restricted Certificates Custodian's Initial Certification Exhibit F-2 Form of Custodian's Final Certification Exhibit G Mortgage Loan Purchase Agreement Exhibit H Form of Lost Note Affidavit Exhibit I Form of ERISA Representation Letter regarding Class R Certificates Exhibit G Form of Distribution Date Statement Exhibit H Supplemental Servicer Schedule Exhibit I Form of Transfer Certificate for Rule 144A Book-Entry Certificate to Temporary Regulation S Book-Entry Certificate during Restricted Period Exhibit J Form of Transfer Certificate for Rule 144A Book-Entry Certificate to Regulation S Book-Entry Certificate after Restricted Period Investment Letter Exhibit K Form of Class [R-1] [R-2] Certificate Transfer Certificate for Temporary Regulation S Book-Entry Certificate to Rule 144A Book-Entry Certificate during Restricted Period Affidavit Exhibit L Form of Transfer Transferor Certificate for Temporary Regulation S Book-Entry Certificate to Regulation S Book-Entry Certificate after Restricted Period the Class B-1, Class CE, Class P, Class R-1 and Class R-2 Certificates Exhibit M Form of Transfer Certificate for Non-Book Entry Certificate to Temporary Regulation S Book-Entry Certificate Monthly Information Provided by Servicer Exhibit N Form of Transfer Certificate for Non-Book Entry Certificate to Regulation S Book-Entry Certificate Yield Maintenance Agreement Exhibit O Form of Transfer Certificate for Non-Book Entry Certificate to Rule 144A Book-Entry Certificate Certification Exhibit P-1A Form of Investor Certification for Non-Borrower Party (for Persons other than the Directing Holder, the Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1B Form of Investor Certification for Non-Borrower Party (for the Directing Holder, Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1C Form of Investor Certification for Borrower Party (for Persons other than the Directing Holder, Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1D Form of Investor Certification for Borrower Party (for the Directing Holder, Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1E Form of Notice of Excluded Controlling Class Holder Exhibit P-1F Form of Notice of Excluded Controlling Class Holder to Certificate Administrator Exhibit P-1G P Form of Certification of the Controlling Class Representative Exhibit P-2 Form of Certification for NRSROs Exhibit P-3 Online Market Data Provider Certification Exhibit Q Custodian Certification/Exception Report Exhibit R-1 Form of Power of Attorney by Trustee for Master Servicer Exhibit R-2 Form of Power of Attorney by Trustee for Special Servicer Exhibit S Initial Companion Holders, Initial Class Majority Certificateholder Exhibit T Form of Notice Relating to the Non-Serviced Mortgage Loans Exhibit U Form of Notice and Certification Regarding Defeasance of Mortgage Loan Exhibit V Form of Operating Advisor Annual Report Exhibit W Form of Notice from Operating Advisor Recommending Replacement of the Special Servicer Exhibit X Form of Confidentiality Agreement Exhibit Y Form Certification to be Provided with Form 10-K Exhibit Z-1 Form of Certification Securities Administrator to be Provided to Depositor by Certificate Administrator Exhibit Z-2 Form of Certification to be Provided to Depositor by Master Servicer Exhibit Z-3 Form Q List of Certification to be Provided to Depositor by Special Servicer Recordation States Exhibit Z-4 Form R Prepayment Penalty Matrices This Pooling and Servicing Agreement is dated as of Certification to be Provided to Depositor by Trustee Exhibit Z-5 Form of Certification to be Provided to Depositor by Operating Advisor Exhibit Z-6 Form of Certification to be Provided to Depositor by Custodian Exhibit Z-7 Form of Certification to be Provided to Depositor by Asset Representations Reviewer Exhibit AA Servicing Criteria to be Addressed in Assessment of Compliance Exhibit BB Additional Form 10-D Disclosure Exhibit CC Additional Form 10-K Disclosure Exhibit DD Form 8-K Disclosure Information Exhibit EE Additional Disclosure Notification Exhibit FF Initial Sub-Servicers Exhibit GG Servicing Function Participants Exhibit HH Form of Annual Compliance Statement Exhibit II Form of Report on Assessment of Compliance with Servicing Criteria Exhibit JJ CREFC® Payment Information Exhibit KK Form of Notice of Additional Indebtedness Notification Exhibit LL Additional Disclosure Notification December 22, 2005 (Accountsthe "Agreement"), among WELLS FARGO ASSET SECURITIES CORPORATION, as depositor (the "Depositor"), XXLLS FARGO BANK, N.A., as servicer (the "Servicer"), WELLS FARGO BANK, X.X., as securities administrator (the "Securities Adxxxxxtrator") Exhibit MM Form of Notice of Purchase of Controlling Class Certificate Exhibit NN Form of Asset Review Report by and HSBC BANK USA, NATIONAL ASSOCIATION, as trustee (the Asset Representations Reviewer Exhibit OO Form of Asset Review Report Summary Exhibit PP Asset Review Procedures Exhibit QQ Form of Certification to Certificate Administrator Requesting Access to Secure Data Room Exhibit RR Form of Notice of [Additional Delinquent Mortgage Loan][Cessation of Delinquent Mortgage Loan][Cessation of Asset Review Trigger] Exhibit SS Form of Certificate Administrator Receipt of the HRR Certificates Exhibit TT Form of Certificate Administrator Receipt of the HRR Certificates Upon Transfer"Trustee").

Exhibits. Exhibit A-1 Form of Class A-1 Certificate Exhibit A-2 Form of Class A-2 A-3 Certificate Exhibit A-3 Form of Class A-3 A-4 Certificate Exhibit A-4 Form of Class A-4 A-SB Certificate Exhibit A-5 Form of Class A-AB A-1A Certificate Exhibit A-6 Form of Class A-BP X Certificate Exhibit A-7 Form of Class XA-A M Certificate Exhibit A-8 Form of Class XA-BP J Certificate Exhibit A-9 Form of Class X-B Certificate Exhibit A-10 Form of Class X-D C Certificate Exhibit A-11 Form of Class A-S D Certificate Exhibit A-12 Form of Class B E Certificate Exhibit A-13 Form of Class C F Certificate Exhibit A-14 Form of Class D G Certificate Exhibit A-15 Form of Class E-RR H Certificate Exhibit A-16 Form of Class F-RR J Certificate Exhibit A-17 Form of Class G-RR K Certificate Exhibit A-18 Form of Class H-RR L Certificate Exhibit A-19 Form of Class M Certificate Exhibit A-20 Form of Class N Certificate Exhibit A-21 Form of Class P Certificate Exhibit A-22 Form of Class NR Certificate Exhibit A-23 Form of Class R Certificate Exhibit A-24 Form of Class LR Certificate Exhibit B Mortgage Loan Schedule Exhibit C Form of Investment Representation Letter Exhibit D-1 Form of Transferee Transfer Affidavit Exhibit D-2 Form of Transferor Letter Exhibit D-3 Form of Transferee Certificate for Transfers of the HRR Certificates Exhibit D-4 Form of Transferor Certificate for Transfers of the HRR Certificates Exhibit D-5 Form of Request of Sponsor Consent for Release of the HRR Certificates Exhibit E Form of Request for Release Exhibit F-1 F Form of ERISA Representation Letter regarding ERISA Restricted Certificates Exhibit F-2 Form of ERISA Representation Letter regarding Class R Certificates Exhibit G Form of Distribution Date Statement to Certificateholders Exhibit H Supplemental Servicer Schedule Form of Omnibus Assignment Exhibit I I-1 Form of Regulation S Transfer Certificate during Restricted Period Exhibit I-2 Form of Regulation S Transfer Certificate after Restricted Period Exhibit J Form of Purchase Option Notice Exhibit K Form of Transfer Certificate for Rule 144A Book-Entry Certificate to Temporary Regulation S Book-Entry Certificate during Restricted Period Exhibit J L [Reserved] Exhibit M Controlling Class Certificateholder's Reports Checklist Exhibit N Form of Transfer Certificate for Rule 144A Book-Entry Certificate to Regulation S Book-Entry Certificate after Restricted Period Exhibit K O Form of Transfer Certificate for Temporary of Regulation S Book-Entry Certificate to Rule 144A Global Book-Entry Certificate during Restricted Period Exhibit L P Form of Transfer Certificate for Temporary Regulation S Book-Entry Certificate to Regulation S Book-Entry Certificate after during Restricted Period Exhibit M Form of Transfer Certificate for Non-Book Entry Certificate to Temporary Regulation S Book-Entry Certificate Exhibit N Form of Transfer Certificate for Non-Book Entry Certificate to Regulation S Book-Entry Certificate Exhibit O Form of Transfer Certificate for Non-Book Entry Certificate to Rule 144A Book-Entry Certificate Exhibit P-1A Form of Investor Certification for Non-Borrower Party (for Persons other than the Directing Holder, the Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1B Form of Investor Certification for Non-Borrower Party (for the Directing Holder, Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1C Form of Investor Certification for Borrower Party (for Persons other than the Directing Holder, Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1D Form of Investor Certification for Borrower Party (for the Directing Holder, Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1E Form of Notice of Excluded Controlling Class Holder Exhibit P-1F Form of Notice of Excluded Controlling Class Holder to Certificate Administrator Exhibit P-1G Form of Certification of the Controlling Class Representative Exhibit P-2 Form of Certification for NRSROs Exhibit P-3 Online Market Data Provider Certification Exhibit Q Custodian Certification/Exception Report Exhibit R-1 Form of Power of Attorney by Trustee for Master Servicer Exhibit R-2 Form of Power of Attorney by Trustee for Special Servicer Exhibit S Initial Companion Holders, Initial Class Majority Certificateholder Holders Exhibit T Form of Notice Relating to the Non-Serviced Mortgage Loans Exhibit U R Form of Notice and Certification Regarding Defeasance of Mortgage Loan Exhibit V Form of Operating Advisor Annual S Information Request from Certificateholder, Beneficial Owner or Prospective Purchaser Exhibit T Trustee Certification/Exception Report Exhibit W Form of Notice from Operating Advisor Recommending Replacement of the Special Servicer U [Reserved] Exhibit X Form of Confidentiality Agreement Exhibit Y V Form Certification to be Provided with Form 10-K Exhibit Z-1 W-1 Form of Certification to be Provided to Depositor by Certificate Administrator Paying Agent Exhibit Z-2 W-2 Form of Certification to be Provided to Depositor by Master Servicer Exhibit Z-3 W-3 Form of Certification to be Provided to Depositor by Special Servicer Exhibit Z-4 Form of Certification to be Provided to Depositor by Trustee Exhibit Z-5 Form of Certification to be Provided to Depositor by Operating Advisor Exhibit Z-6 Form of Certification to be Provided to Depositor by Custodian Exhibit Z-7 Form of Certification to be Provided to Depositor by Asset Representations Reviewer Exhibit AA X Servicing Criteria to be Addressed in Assessment of Compliance Exhibit BB Y Additional Form 10-D Disclosure Exhibit CC Z Additional Form 10-K Disclosure Exhibit DD AA Form 8-K Disclosure Information Exhibit EE BB Additional Disclosure Notification Exhibit FF Initial SubSchedule 1 Mortgage Loans Containing Additional Debt Schedule 2 Mortgage Loans that Initially Pay Interest Only Schedule 3 Class A-Servicers Exhibit GG SB Planned Principal Balance Schedule Schedule 4 Earnouts and Holdbacks This Pooling and Servicing Function Participants Exhibit HH Form Agreement (the "Agreement") is dated and effective as of Annual Compliance Statement Exhibit II Form of Report on Assessment of Compliance with Servicing Criteria Exhibit JJ CREFC® Payment Information Exhibit KK Form of Notice of Additional Indebtedness Notification Exhibit LL Additional Disclosure Notification (Accounts) Exhibit MM Form of Notice of Purchase of Controlling Class Certificate Exhibit NN Form of Asset Review Report by the Asset Representations Reviewer Exhibit OO Form of Asset Review Report Summary Exhibit PP Asset Review Procedures Exhibit QQ Form of Certification to Certificate Administrator Requesting Access to Secure Data Room Exhibit RR Form of Notice of [Additional Delinquent November 28, 2006, among J.P. Morgan Chase Commercial Mortgage Loan][Cessation of Delinquent Mortgage Loan][Cessation of Asset Review Trigger] Exhibit SS Form of Certificate Administrator Receipt of the HRR Certificates Exhibit TT Form of Certificate Administrator Receipt of the HRR Certificates Upon TransferSecurities Corp., as Depositor, Wxxxx Xxxxx Bxxx, N.A., as Master Servicer, LNR Partners, Inc., as Specxxx Xervicer, and LaSalle Bank National Association, as Trustee and as Paying Agent.

Exhibits. 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-AB SB Certificate Exhibit A-6 Form of Class A-BP A-1A Certificate Exhibit A-7 Form of Class X-A X-1 Certificate Exhibit A-8 Form of Class X-BP X-2 Certificate Exhibit A-9 Form of Class XA-B J Certificate Exhibit A-10 Form of Class XA-D JFL Certificate Exhibit A-11 Form of Class A-S B Certificate Exhibit A-12 Form of Class B C Certificate Exhibit A-13 Form of Class C D Certificate Exhibit A-14 Form of Class D E Certificate Exhibit A-15 Form of Class E-RR F Certificate Exhibit A-16 Form of Class F-RR G Certificate Exhibit A-17 Form of Class G-RR H Certificate Exhibit A-18 Form of Class H-RR J Certificate Exhibit A-19 Form of Class K Certificate Exhibit A-20 Form of Class L Certificate Exhibit A-21 Form of Class M Certificate Exhibit A-22 Form of Class N Certificate Exhibit A-23 Form of Class P Certificate Exhibit A-24 Form of Class NR Certificate Exhibit A-25 Form of Class S Certificate Exhibit A-26 Form of Class R Certificate Exhibit A-27 Form of Class LR Certificate Exhibit B Mortgage Loan Schedule Exhibit C Form of Investment Representation Letter Exhibit D-1 Form of Transferee Transfer Affidavit Exhibit D-2 Form of Transferor Letter Exhibit D-3 Form of Transferee Certificate for Transfers of the HRR Certificates Exhibit D-4 Form of Transferor Certificate for Transfers of the HRR Certificates Exhibit D-5 Form of Request of Sponsor Consent for Release of the HRR Certificates Exhibit E Form of Request for Release Exhibit F-1 F Form of ERISA Representation Letter regarding ERISA Restricted Certificates Exhibit F-2 Form of ERISA Representation Letter regarding Class R Certificates Exhibit G Form of Distribution Date Statement to Certificateholders Exhibit H Supplemental Servicer Schedule Form of Omnibus Assignment Exhibit I I-1 Form of Regulation S Transfer Certificate during Restricted Period Exhibit I-2 Form of Regulation S Transfer Certificate after Restricted Period Exhibit J Form of Purchase Option Notice Exhibit K Form of Transfer Certificate for Rule 144A Book-Entry Certificate to Temporary Regulation S Book-Entry Certificate during Restricted Period Exhibit J L [Reserved] Exhibit M Controlling Class Certificateholder's Reports Checklist Exhibit N Form of Transfer Certificate for Rule 144A Book-Entry Certificate to Regulation S Book-Entry Certificate after Restricted Period Exhibit K O Form of Transfer Certificate for Temporary of Regulation S Book-Entry Certificate to Rule 144A Global Book-Entry Certificate during Restricted Period Exhibit L P Form of Transfer Certificate for Temporary Regulation S Book-Entry Certificate to Regulation S Book-Entry Certificate after during Restricted Period Exhibit M Form of Transfer Certificate for Non-Book Entry Certificate to Temporary Regulation S Book-Entry Certificate Exhibit N Form of Transfer Certificate for Non-Book Entry Certificate to Regulation S Book-Entry Certificate Exhibit O Form of Transfer Certificate for Non-Book Entry Certificate to Rule 144A Book-Entry Certificate Exhibit P-1A Form of Investor Certification for Non-Borrower Party (for Persons other than the Directing Holder, the Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1B Form of Investor Certification for Non-Borrower Party (for the Directing Holder, Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1C Form of Investor Certification for Borrower Party (for Persons other than the Directing Holder, Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1D Form of Investor Certification for Borrower Party (for the Directing Holder, Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1E Form of Notice of Excluded Controlling Class Holder Exhibit P-1F Form of Notice of Excluded Controlling Class Holder to Certificate Administrator Exhibit P-1G Form of Certification of the Controlling Class Representative Exhibit P-2 Form of Certification for NRSROs Exhibit P-3 Online Market Data Provider Certification Exhibit Q Custodian Certification/Exception Report Exhibit R-1 Form of Power of Attorney by Trustee for Master Servicer Exhibit R-2 Form of Power of Attorney by Trustee for Special Servicer Exhibit S Initial Companion Holders, Initial Class Majority Certificateholder Exhibit T Form of Notice Relating to the Non-Serviced Mortgage Loans Exhibit U Form of Notice and Certification Regarding Defeasance of Mortgage Loan Exhibit V Form of Operating Advisor Annual Report Exhibit W Form of Notice from Operating Advisor Recommending Replacement of the Special Servicer Exhibit X Form of Confidentiality Agreement Exhibit Y Form Certification to be Provided with Form 10-K Exhibit Z-1 R-1 Form of Certification to be Provided to Depositor by Certificate Administrator Paying Agent Exhibit Z-2 R-2 Form of Certification to be Provided to Depositor by Master Servicer Exhibit Z-3 R-3 Form of Certification to be Provided to Depositor by Special Servicer Exhibit Z-4 Form of Certification to be Provided to Depositor by Trustee S Initial Companion Holders Exhibit Z-5 Form of Certification to be Provided to Depositor by Operating Advisor Exhibit Z-6 Form of Certification to be Provided to Depositor by Custodian Exhibit Z-7 Form of Certification to be Provided to Depositor by Asset Representations Reviewer Exhibit AA Servicing Criteria to be Addressed in Assessment of Compliance Exhibit BB Additional Form 10-D Disclosure Exhibit CC Additional Form 10-K Disclosure Exhibit DD Form 8-K Disclosure Information Exhibit EE Additional Disclosure Notification Exhibit FF Initial Sub-Servicers Exhibit GG Servicing Function Participants Exhibit HH Form of Annual Compliance Statement Exhibit II Form of Report on Assessment of Compliance with Servicing Criteria Exhibit JJ CREFC® Payment Information Exhibit KK T Form of Notice and Certification Regarding Defeasance of Mortgage Loan Exhibit U Information Request from Certificateholder, Beneficial Owner or Prospective Purchaser Exhibit V Trustee Certification/Exception Report Exhibit W Realized Loss Report Form Schedule 1 Mortgage Loans Containing Additional Indebtedness Notification Exhibit LL Additional Disclosure Notification Debt Schedule 2 Mortgage Loans that Initially Pay Interest Only Schedule 3 Class X Reference Rate Schedule Schedule 4 Assumption Fees on Certain Mortgage Loans Schedule 5 Class A-SB Planned Principal Balance Schedule This and Servicing Agreement (Accountsthe "Agreement") Exhibit MM Form is dated and effective as of Notice of Purchase of Controlling Class Certificate Exhibit NN Form of Asset Review Report by the Asset Representations Reviewer Exhibit OO Form of Asset Review Report Summary Exhibit PP Asset Review Procedures Exhibit QQ Form of Certification to Certificate Administrator Requesting Access to Secure Data Room Exhibit RR Form of Notice of [Additional Delinquent March 30, 2005, among J.P. Morgan Chase Commercial Mortgage Loan][Cessation of Delinquent Mortgage Loan][Cessation of Asset Review Trigger] Exhibit SS Form of Certificate Administrator Receipt of the HRR Certificates Exhibit TT Form of Certificate Administrator Receipt of the HRR Certificates Upon TransferSecurities Corp., as Depositor, GXXX Xxxxxxxixx Xxrtgage Corporation, as Master Servicer, J.E. Robert Company, Inc., as Special Servicer, and Wells Fargo Bank, N.X., xx Xxxstee and as Paying Agent.

Exhibits. Exhibit A-1 Form of Class A-1 Certificate Exhibit A-2 Form of Class A-2 Certificate II-X Certificates Exhibit A-3 Form of Class A-3 Certificate V-A-[1][2] Certificates Exhibit A-4 Form of Class A-4 Certificate B-[1][2][3][4][5] Certificates Exhibit A-5 Form of Class AV-AB Certificate M-[1][2][3][4][5] Certificates Exhibit A-6 Form of Class A-BP Certificate P Certificates Exhibit A-7 Form of Class XV-A Certificate P Certificates Exhibit A-8 Form of Class X-BP Certificate [V]-R Certificates Exhibit A-9 Form of Class XV-B Certificate Exhibit A-10 Form of Class X-D Certificate Exhibit A-11 Form of Class A-S Certificate Exhibit A-12 Form of Class B Certificate Exhibit A-13 Form of Class C Certificate Exhibit A-14 Form of Class D Certificate Exhibit A-15 Form of Class E-RR Certificate Exhibit A-16 Form of Class F-RR Certificate Exhibit A-17 Form of Class G-RR Certificate Exhibit A-18 Form of Class H-RR Certificate Exhibit A-19 Form of Class R Certificate X Certificates Exhibit B Mortgage Loan Schedule Exhibit C Form of Investment Representation Letter Mortgage Loan Purchase Agreement Exhibit D-1 D Form of Transferee Transfer Affidavit Exhibit D-2 Form of Transferor Letter Exhibit D-3 Form of Transferee Certificate for Transfers of the HRR Certificates Exhibit D-4 E Form of Transferor Certificate for Transfers of the HRR Certificates Exhibit D-5 F Form of Request of Sponsor Consent for Release of the HRR Certificates Exhibit E Form of Request for Release Exhibit F-1 Form of ERISA Representation Investment Letter regarding ERISA Restricted Certificates Exhibit F-2 Form of ERISA Representation Letter regarding Class R Certificates (Non-Rule 144A) Exhibit G Form of Distribution Date Statement Rule 144A Investment Letter Exhibit H Supplemental Servicer Form of Additional Disclosure Notification Exhibit I DTC Letter of Representations Exhibit J Schedule of Mortgage Loans with Lost Notes Exhibit K Prepayment Charge Schedule Exhibit I Form of Transfer Certificate for Rule 144A Book-Entry Certificate to Temporary Regulation S Book-Entry Certificate during Restricted Period Exhibit J Form of Transfer Certificate for Rule 144A Book-Entry Certificate to Regulation S Book-Entry Certificate after Restricted Period Exhibit K Form of Transfer Certificate for Temporary Regulation S Book-Entry Certificate to Rule 144A Book-Entry Certificate during Restricted Period Exhibit L Form of Transfer Certificate for Temporary Regulation S Book-Entry Certificate to Regulation S Book-Entry Certificate after Restricted Period Relevant Servicing Criteria Exhibit M Form of Transfer Certificate for NonBack-Book Entry Certificate to Temporary Regulation S Book-Entry Certificate Up Certification Exhibit N Reporting Responsibility Exhibit O Appendix E of the Standard & Poor's Glossary For File Format For LEVELS® Version 5.6 Revised Exhibit X-1 Form of Transfer Certificate for Non-Book Entry Certificate to Regulation S Book-Entry Certificate Schedule of Default Loan Data Exhibit O X-2 Form of Transfer Certificate for Non-Book Entry Certificate to Rule 144A Book-Entry Certificate Exhibit P-1A Form Schedule of Investor Certification for Non-Borrower Party Realized Losses/Gains POOLING AND SERVICING AGREEMENT, dated as of January 1, 2006, among NOMURA ASSET ACCEPTANCE CORPORATION, a Delaware corporation, as depositor (for Persons other than the Directing Holder“Depositor”), NOMURA CREDIT & CAPITAL, INC., a Delaware corporation, as seller (in such capacity, the Controlling Class Representative and/or “Sponsor”), XXXXX FARGO BANK, NATIONAL ASSOCIATION, a Controlling Class Certificateholdernational banking association, as master servicer (the “Master Servicer”) Exhibit P-1B Form of Investor Certification for Non-Borrower Party and securities administrator (for the Directing Holder“Securities Administrator”), Controlling Class Representative and/or GMAC MORTGAGE CORPORATION, a Controlling Class CertificateholderPennsylvania corporation, as servicer (the “Servicer”) Exhibit P-1C Form of Investor Certification for Borrower Party and HSBC BANK, USA, NATIONAL ASSOCIATION, a national banking association, not in its individual capacity, but solely as trustee (for Persons other than the Directing Holder, Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1D Form of Investor Certification for Borrower Party (for the Directing Holder, Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1E Form of Notice of Excluded Controlling Class Holder Exhibit P-1F Form of Notice of Excluded Controlling Class Holder to Certificate Administrator Exhibit P-1G Form of Certification of the Controlling Class Representative Exhibit P-2 Form of Certification for NRSROs Exhibit P-3 Online Market Data Provider Certification Exhibit Q Custodian Certification/Exception Report Exhibit R-1 Form of Power of Attorney by Trustee for Master Servicer Exhibit R-2 Form of Power of Attorney by Trustee for Special Servicer Exhibit S Initial Companion Holders, Initial Class Majority Certificateholder Exhibit T Form of Notice Relating to the Non-Serviced Mortgage Loans Exhibit U Form of Notice and Certification Regarding Defeasance of Mortgage Loan Exhibit V Form of Operating Advisor Annual Report Exhibit W Form of Notice from Operating Advisor Recommending Replacement of the Special Servicer Exhibit X Form of Confidentiality Agreement Exhibit Y Form Certification to be Provided with Form 10-K Exhibit Z-1 Form of Certification to be Provided to Depositor by Certificate Administrator Exhibit Z-2 Form of Certification to be Provided to Depositor by Master Servicer Exhibit Z-3 Form of Certification to be Provided to Depositor by Special Servicer Exhibit Z-4 Form of Certification to be Provided to Depositor by Trustee Exhibit Z-5 Form of Certification to be Provided to Depositor by Operating Advisor Exhibit Z-6 Form of Certification to be Provided to Depositor by Custodian Exhibit Z-7 Form of Certification to be Provided to Depositor by Asset Representations Reviewer Exhibit AA Servicing Criteria to be Addressed in Assessment of Compliance Exhibit BB Additional Form 10-D Disclosure Exhibit CC Additional Form 10-K Disclosure Exhibit DD Form 8-K Disclosure Information Exhibit EE Additional Disclosure Notification Exhibit FF Initial Sub-Servicers Exhibit GG Servicing Function Participants Exhibit HH Form of Annual Compliance Statement Exhibit II Form of Report on Assessment of Compliance with Servicing Criteria Exhibit JJ CREFC® Payment Information Exhibit KK Form of Notice of Additional Indebtedness Notification Exhibit LL Additional Disclosure Notification (Accounts) Exhibit MM Form of Notice of Purchase of Controlling Class Certificate Exhibit NN Form of Asset Review Report by the Asset Representations Reviewer Exhibit OO Form of Asset Review Report Summary Exhibit PP Asset Review Procedures Exhibit QQ Form of Certification to Certificate Administrator Requesting Access to Secure Data Room Exhibit RR Form of Notice of [Additional Delinquent Mortgage Loan][Cessation of Delinquent Mortgage Loan][Cessation of Asset Review Trigger] Exhibit SS Form of Certificate Administrator Receipt of the HRR Certificates Exhibit TT Form of Certificate Administrator Receipt of the HRR Certificates Upon Transfer“Trustee”).

Exhibits. 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-AB A-5 Certificate Exhibit A-6 Form of Class A-BP A-6 Certificate Exhibit A-7 Form of Class X-A A-7 Certificate Exhibit A-7 Form of Class M-1 Certificate Exhibit A-8 Form of Class X-BP M-2 Certificate Exhibit A-9 Form of Class X-B M-3 Certificate Exhibit A-10 Form of Class X-D M-4 Certificate Exhibit A-11 Form of Class A-S M-5 Certificate Exhibit A-12 Form of Class B M-6 Certificate Exhibit A-13 Form of Class C M-7 Certificate Exhibit A-14 Form of Class D M-8 Certificate Exhibit A-15 Form of Class E-RR M-9 Certificate Exhibit A-16 Form of Class F-RR CE Certificate Exhibit A-17 Form of Class G-RR P Certificate Exhibit A-18 Form of Class H-RR R Certificate Exhibit A-19 Form of Class R R-X Certificate Exhibit B Form of Lost Note Affidavit Exhibit C-1 Form of Trustee's Initial Certification Exhibit C-2 Form of Trustee's Final Certification Exhibit C-3 Form of Trustee's Receipt of Mortgage Note Exhibit D Form of Mortgage Loan Schedule Exhibit C Form of Investment Representation Letter Exhibit D-1 Form of Transferee Affidavit Exhibit D-2 Form of Transferor Letter Exhibit D-3 Form of Transferee Certificate for Transfers of the HRR Certificates Exhibit D-4 Form of Transferor Certificate for Transfers of the HRR Certificates Exhibit D-5 Form of Request of Sponsor Consent for Release of the HRR Certificates Purchase Agreement Exhibit E Form of Request for Release Exhibit F-1 Form of ERISA Transferor Representation Letter regarding ERISA Restricted and Form of Transferee Representation Letter in Connection with Transfer of Class CE and Class P Certificates Pursuant to Rule 144A Under the 1933 Act Exhibit F-2 Form of ERISA Representation Letter regarding Class R Transfer Affidavit and Agreement and Form of Transferor Affidavit in Connection with Transfer of Residual Certificates Exhibit G Form of Distribution Date Statement Certification with respect to ERISA and the Code Exhibit H Supplemental Servicer Schedule [Reserved] Exhibit I Form of Transfer Certificate for Rule 144A Book-Entry Certificate to Temporary Regulation S Book-Entry Certificate during Restricted Period Loss Mitigation Action Plan Exhibit J Form of Transfer Certificate for Rule 144A Book-Entry Certificate to Regulation S Book-Entry Certificate after Restricted Period Exhibit K Form of Transfer Certificate for Temporary Regulation S Book-Entry Certificate to Rule 144A Book-Entry Certificate during Restricted Period Exhibit L Form of Transfer Certificate for Temporary Regulation S Book-Entry Certificate to Regulation S Book-Entry Certificate after Restricted Period Exhibit M Form of Transfer Certificate for Non-Book Entry Certificate to Temporary Regulation S Book-Entry Certificate Exhibit N Form of Transfer Certificate for Non-Book Entry Certificate to Regulation S Book-Entry Certificate Exhibit O Form of Transfer Certificate for Non-Book Entry Certificate to Rule 144A Book-Entry Certificate Exhibit P-1A Form of Investor Certification for Non-Borrower Party (for Persons other than the Directing Holder, the Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1B Form of Investor Certification for Non-Borrower Party (for the Directing Holder, Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1C Form of Investor Certification for Borrower Party (for Persons other than the Directing Holder, Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1D Form of Investor Certification for Borrower Party (for the Directing Holder, Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1E Form of Notice of Excluded Controlling Class Holder Exhibit P-1F Form of Notice of Excluded Controlling Class Holder to Certificate Administrator Exhibit P-1G J-1 Form of Certification of to Be Provided by the Controlling Class Representative Exhibit P-2 Form of Certification for NRSROs Exhibit P-3 Online Market Data Provider Certification Exhibit Q Custodian Certification/Exception Report Exhibit R-1 Form of Power of Attorney by Trustee for Master Servicer Exhibit R-2 Form of Power of Attorney by Trustee for Special Servicer Exhibit S Initial Companion Holders, Initial Class Majority Certificateholder Exhibit T Form of Notice Relating to the Non-Serviced Mortgage Loans Exhibit U Form of Notice and Certification Regarding Defeasance of Mortgage Loan Exhibit V Form of Operating Advisor Annual Report Exhibit W Form of Notice from Operating Advisor Recommending Replacement of the Special Servicer Exhibit X Form of Confidentiality Agreement Exhibit Y Form Certification to be Provided Depositor with Form 10-K Exhibit Z-1 J-2 Form of Certification to be Be Provided to Depositor by Certificate Administrator the Trustee Exhibit Z-2 Form K Annual Statement of Certification Compliance pursuant to be Provided to Depositor by Section 3.19 Schedule 1 Mortgage Loan Schedule Schedule 2 Prepayment Charge Schedule Schedule 3 PMI Mortgage Loans This Pooling and Servicing Agreement, is dated and effective as of April 1, 2004, among AMERIQUEST MORTGAGE SECURITIES INC., as Depositor, AMERIQUEST MORTGAGE COMPANY, as Master Servicer Exhibit Z-3 Form of Certification to be Provided to Depositor by Special Servicer Exhibit Z-4 Form of Certification to be Provided to Depositor by Trustee Exhibit Z-5 Form of Certification to be Provided to Depositor by Operating Advisor Exhibit Z-6 Form of Certification to be Provided to Depositor by Custodian Exhibit Z-7 Form of Certification to be Provided to Depositor by Asset Representations Reviewer Exhibit AA Servicing Criteria to be Addressed in Assessment of Compliance Exhibit BB Additional Form 10-D Disclosure Exhibit CC Additional Form 10-K Disclosure Exhibit DD Form 8-K Disclosure Information Exhibit EE Additional Disclosure Notification Exhibit FF Initial Sub-Servicers Exhibit GG Servicing Function Participants Exhibit HH Form of Annual Compliance Statement Exhibit II Form of Report on Assessment of Compliance with Servicing Criteria Exhibit JJ CREFC® Payment Information Exhibit KK Form of Notice of Additional Indebtedness Notification Exhibit LL Additional Disclosure Notification (Accounts) Exhibit MM Form of Notice of Purchase of Controlling Class Certificate Exhibit NN Form of Asset Review Report by the Asset Representations Reviewer Exhibit OO Form of Asset Review Report Summary Exhibit PP Asset Review Procedures Exhibit QQ Form of Certification to Certificate Administrator Requesting Access to Secure Data Room Exhibit RR Form of Notice of [Additional Delinquent Mortgage Loan][Cessation of Delinquent Mortgage Loan][Cessation of Asset Review Trigger] Exhibit SS Form of Certificate Administrator Receipt of the HRR Certificates Exhibit TT Form of Certificate Administrator Receipt of the HRR Certificates Upon Transferand DEUTSCHE BANK NATIONAL TRUST COMPANY, as Trustee.

Exhibits. The following exhibits attached hereto supplement the exhibits included in the Base Indenture. Exhibit A-1 A-1: Form of Restricted Global Class A-1 Certificate A Note Exhibit A-2 A-2: Form of Temporary Global Class A-2 Certificate A Note Exhibit A-3 A-3: Form of Permanent Global Class A-3 Certificate A Note Exhibit A-4 B-1: Form of Restricted Global Class A-4 Certificate B Note Exhibit A-5 B-2: Form of Temporary Global Class B Note Exhibit B-3: Form of Permanent Global Class B Note Exhibit C-1: Form of Restricted Global Class C Note Exhibit C-2: Form of Temporary Global Class C Note Exhibit C-3: Form of Permanent Global Class C Note Exhibit D-1: Form of Restricted Global Class D Note Exhibit D-2: Form of Temporary Global Class D Note Exhibit D-3: Form of Permanent Global Class D Note Exhibit E-1: Form of Restricted Global Class R Note Exhibit E-2: Form of Temporary Global Class R Note Exhibit E-3: Form of Permanent Global Class R Note Exhibit F: Form of Series 2018-2 Demand Note Exhibit G: Form of Letter of Credit Exhibit H: Form of Lease Payment Deficit Notice Exhibit I: Form of Demand Notice Exhibit J-1: Class A-AB Certificate Exhibit A-6 Form of Class A-BP Certificate Exhibit A-7 Form of Class X-A Certificate Exhibit A-8 Form of Class X-BP Certificate Exhibit A-9 Form of Class X-B Certificate Exhibit A-10 Form of Class X-D Certificate Exhibit A-11 Form of Class A-S Certificate Exhibit A-12 Form of Class B Certificate Exhibit A-13 Form of Class C Certificate Exhibit A-14 Form of Class D Certificate Exhibit A-15 Form of Class E-RR Certificate Exhibit A-16 Form of Class F-RR Certificate Exhibit A-17 Form of Class G-RR Certificate Exhibit A-18 Form of Class H-RR Certificate Exhibit A-19 Form of Class R Certificate Exhibit B Mortgage Loan Schedule Exhibit /B/C Form of Investment Representation Letter Supplemental Indenture No. 4 to the Base Indenture Exhibit D-1 J-2: Class D Form of Transferee Affidavit Supplemental Indenture No. 4 to the Base Indenture Exhibit D-2 K-1: Class A/B/C Form of Transferor Letter Amendment to the AESOP I Operating Lease Exhibit D-3 K-2: Class D Form of Transferee Certificate for Transfers of Amendment to the HRR Certificates AESOP I Operating Lease Exhibit D-4 L-1: Class A/B/C Form of Transferor Certificate for Transfers of Amendment to the HRR Certificates Finance Lease Exhibit D-5 L-2: Class D Form of Request of Sponsor Consent for Release of Amendment to the HRR Certificates Finance Lease Exhibit E M-1: Class A/B/C Form of Request for Release Amendment to the AESOP I Operating Lease Loan Agreement Exhibit F-1 M-2: Class D Form of ERISA Representation Letter regarding ERISA Restricted Certificates Amendment to the AESOP I Operating Lease Loan Agreement Exhibit F-2 N-1: Class A/B/C Form of ERISA Representation Letter regarding Amendment to the AESOP I Finance Lease Loan Agreement Exhibit N-2: Class R Certificates Exhibit G D Form of Distribution Date Statement Amendment to the AESOP I Finance Lease Loan Agreement Exhibit H Supplemental Servicer Schedule O: Form of Amendment to the Escrow Agreement Exhibit I P: Form of Amendment to the Administration Agreement Exhibit Q: Form of Transfer Certificate for Rule 144A Book-Entry Certificate to Temporary Regulation S Book-Entry Certificate during Restricted Period Exhibit J Form of Transfer Certificate for Rule 144A Book-Entry Certificate to Regulation S Book-Entry Certificate after Restricted Period Exhibit K Form of Transfer Certificate for Temporary Regulation S Book-Entry Certificate to Rule 144A Book-Entry Certificate during Restricted Period Exhibit L Form of Transfer Certificate for Temporary Regulation S Book-Entry Certificate to Regulation S Book-Entry Certificate after Restricted Period Exhibit M Form of Transfer Certificate for Non-Book Entry Certificate to Temporary Regulation S Book-Entry Certificate Exhibit N Form of Transfer Certificate for Non-Book Entry Certificate to Regulation S Book-Entry Certificate Exhibit O Form of Transfer Certificate for Non-Book Entry Certificate to Rule 144A Book-Entry Certificate Exhibit P-1A Form of Investor Certification for Non-Borrower Party (for Persons other than the Directing Holder, the Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1B Form of Investor Certification for Non-Borrower Party (for the Directing Holder, Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1C Form of Investor Certification for Borrower Party (for Persons other than the Directing Holder, Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1D Form of Investor Certification for Borrower Party (for the Directing Holder, Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1E Form of Notice of Excluded Controlling Class Holder Exhibit P-1F Form of Notice of Excluded Controlling Class Holder to Certificate Administrator Exhibit P-1G Form of Certification of the Controlling Class Representative Exhibit P-2 Form of Certification for NRSROs Exhibit P-3 Online Market Data Provider Certification Exhibit Q Custodian Certification/Exception Report Exhibit R-1 Form of Power of Attorney by Trustee for Master Servicer Exhibit R-2 Form of Power of Attorney by Trustee for Special Servicer Exhibit S Initial Companion Holders, Initial Class Majority Certificateholder Exhibit T Form of Notice Relating to the Non-Serviced Mortgage Loans Exhibit U Form of Notice and Certification Regarding Defeasance of Mortgage Loan Exhibit V Form of Operating Advisor Annual Report Exhibit W Form of Notice from Operating Advisor Recommending Replacement of the Special Servicer Exhibit X Form of Confidentiality Agreement Exhibit Y Form Certification to be Provided with Form 10-K Exhibit Z-1 Form of Certification to be Provided to Depositor by Certificate Administrator Exhibit Z-2 Form of Certification to be Provided to Depositor by Master Servicer Exhibit Z-3 Form of Certification to be Provided to Depositor by Special Servicer Exhibit Z-4 Form of Certification to be Provided to Depositor by Trustee Exhibit Z-5 Form of Certification to be Provided to Depositor by Operating Advisor Exhibit Z-6 Form of Certification to be Provided to Depositor by Custodian Exhibit Z-7 Form of Certification to be Provided to Depositor by Asset Representations Reviewer Exhibit AA Servicing Criteria to be Addressed in Assessment of Compliance Exhibit BB Additional Form 10-D Disclosure Exhibit CC Additional Form 10-K Disclosure Exhibit DD Form 8-K Disclosure Information Exhibit EE Additional Disclosure Notification Exhibit FF Initial Sub-Servicers Exhibit GG Servicing Function Participants Exhibit HH Form of Annual Compliance Statement Exhibit II Form of Report on Assessment of Compliance with Servicing Criteria Exhibit JJ CREFC® Payment Information Exhibit KK Form of Notice of Additional Indebtedness Notification Exhibit LL Additional Disclosure Notification (Accounts) Exhibit MM Form of Notice of Purchase of Controlling Class Certificate Exhibit NN Form of Asset Review Report by the Asset Representations Reviewer Exhibit OO Form of Asset Review Report Summary Exhibit PP Asset Review Procedures Exhibit QQ Form of Certification to Certificate Administrator Requesting Access to Secure Data Room Exhibit RR Form of Notice of [Additional Delinquent Mortgage Loan][Cessation of Delinquent Mortgage Loan][Cessation of Asset Review Trigger] Exhibit SS Form of Certificate Administrator Receipt of the HRR Certificates Exhibit TT Form of Certificate Administrator Receipt of the HRR Certificates Upon TransferNotes

Exhibits. The following exhibits attached hereto supplement the exhibits included in the Base Indenture. Exhibit A-1 A-1: Form of Restricted Global Class A-1 Certificate A Note Exhibit A-2 A-2: Form of Temporary Global Class A-2 Certificate A Note Exhibit A-3 A-3: Form of Permanent Global Class A-3 Certificate A Note Exhibit A-4 B-1: Form of Restricted Global Class A-4 Certificate B Note Exhibit A-5 B-2: Form of Temporary Global Class B Note Exhibit B-3: Form of Permanent Global Class B Note Exhibit C-1: Form of Restricted Global Class C Note Exhibit C-2: Form of Temporary Global Class C Note Exhibit C-3: Form of Permanent Global Class C Note Exhibit D-1: Form of Restricted Global Class D Note Exhibit D-2: Form of Temporary Global Class D Note Exhibit D-3: Form of Permanent Global Class D Note Exhibit E-1: Form of Restricted Global Class R Note Exhibit E-2: Form of Temporary Global Class R Note Exhibit E-3: Form of Permanent Global Class R Note Exhibit F: Form of Series 2019-2 Demand Note Exhibit G: Form of Letter of Credit Exhibit H: Form of Lease Payment Deficit Notice Exhibit I: Form of Demand Notice Exhibit J-1: Class A-AB Certificate Exhibit A-6 Form of Class A-BP Certificate Exhibit A-7 Form of Class X-A Certificate Exhibit A-8 Form of Class X-BP Certificate Exhibit A-9 Form of Class X-B Certificate Exhibit A-10 Form of Class X-D Certificate Exhibit A-11 Form of Class A-S Certificate Exhibit A-12 Form of Class B Certificate Exhibit A-13 Form of Class C Certificate Exhibit A-14 Form of Class D Certificate Exhibit A-15 Form of Class E-RR Certificate Exhibit A-16 Form of Class F-RR Certificate Exhibit A-17 Form of Class G-RR Certificate Exhibit A-18 Form of Class H-RR Certificate Exhibit A-19 Form of Class R Certificate Exhibit B Mortgage Loan Schedule Exhibit /B/C Form of Investment Representation Letter Supplemental Indenture No. 4 to the Base Indenture Exhibit D-1 J-2: Class D Form of Transferee Affidavit Supplemental Indenture No. 4 to the Base Indenture Exhibit D-2 K-1: Class A/B/C Form of Transferor Letter Amendment to the AESOP I Operating Lease Exhibit D-3 K-2: Class D Form of Transferee Certificate for Transfers of Amendment to the HRR Certificates AESOP I Operating Lease Exhibit D-4 L-1: Class A/B/C Form of Transferor Certificate for Transfers of Amendment to the HRR Certificates Finance Lease Exhibit D-5 L-2: Class D Form of Request of Sponsor Consent for Release of Amendment to the HRR Certificates Finance Lease Exhibit E M-1: Class A/B/C Form of Request for Release Amendment to the AESOP I Operating Lease Loan Agreement Exhibit F-1 M-2: Class D Form of ERISA Representation Letter regarding ERISA Restricted Certificates Amendment to the AESOP I Operating Lease Loan Agreement Exhibit F-2 N-1: Class A/B/C Form of ERISA Representation Letter regarding Amendment to the AESOP I Finance Lease Loan Agreement Exhibit N-2: Class R Certificates Exhibit G D Form of Distribution Date Statement Amendment to the AESOP I Finance Lease Loan Agreement Exhibit H Supplemental Servicer Schedule O: Form of Amendment to the Escrow Agreement Exhibit I P: Form of Amendment to the Administration Agreement Exhibit Q: Form of Transfer Certificate for Rule 144A Book-Entry Certificate to Temporary Regulation S Book-Entry Certificate during Restricted Period Exhibit J Form of Transfer Certificate for Rule 144A Book-Entry Certificate to Regulation S Book-Entry Certificate after Restricted Period Exhibit K Form of Transfer Certificate for Temporary Regulation S Book-Entry Certificate to Rule 144A Book-Entry Certificate during Restricted Period Exhibit L Form of Transfer Certificate for Temporary Regulation S Book-Entry Certificate to Regulation S Book-Entry Certificate after Restricted Period Exhibit M Form of Transfer Certificate for Non-Book Entry Certificate to Temporary Regulation S Book-Entry Certificate Exhibit N Form of Transfer Certificate for Non-Book Entry Certificate to Regulation S Book-Entry Certificate Exhibit O Form of Transfer Certificate for Non-Book Entry Certificate to Rule 144A Book-Entry Certificate Exhibit P-1A Form of Investor Certification for Non-Borrower Party (for Persons other than the Directing Holder, the Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1B Form of Investor Certification for Non-Borrower Party (for the Directing Holder, Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1C Form of Investor Certification for Borrower Party (for Persons other than the Directing Holder, Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1D Form of Investor Certification for Borrower Party (for the Directing Holder, Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1E Form of Notice of Excluded Controlling Class Holder Exhibit P-1F Form of Notice of Excluded Controlling Class Holder to Certificate Administrator Exhibit P-1G Form of Certification of the Controlling Class Representative Exhibit P-2 Form of Certification for NRSROs Exhibit P-3 Online Market Data Provider Certification Exhibit Q Custodian Certification/Exception Report Exhibit R-1 Form of Power of Attorney by Trustee for Master Servicer Exhibit R-2 Form of Power of Attorney by Trustee for Special Servicer Exhibit S Initial Companion Holders, Initial Class Majority Certificateholder Exhibit T Form of Notice Relating to the Non-Serviced Mortgage Loans Exhibit U Form of Notice and Certification Regarding Defeasance of Mortgage Loan Exhibit V Form of Operating Advisor Annual Report Exhibit W Form of Notice from Operating Advisor Recommending Replacement of the Special Servicer Exhibit X Form of Confidentiality Agreement Exhibit Y Form Certification to be Provided with Form 10-K Exhibit Z-1 Form of Certification to be Provided to Depositor by Certificate Administrator Exhibit Z-2 Form of Certification to be Provided to Depositor by Master Servicer Exhibit Z-3 Form of Certification to be Provided to Depositor by Special Servicer Exhibit Z-4 Form of Certification to be Provided to Depositor by Trustee Exhibit Z-5 Form of Certification to be Provided to Depositor by Operating Advisor Exhibit Z-6 Form of Certification to be Provided to Depositor by Custodian Exhibit Z-7 Form of Certification to be Provided to Depositor by Asset Representations Reviewer Exhibit AA Servicing Criteria to be Addressed in Assessment of Compliance Exhibit BB Additional Form 10-D Disclosure Exhibit CC Additional Form 10-K Disclosure Exhibit DD Form 8-K Disclosure Information Exhibit EE Additional Disclosure Notification Exhibit FF Initial Sub-Servicers Exhibit GG Servicing Function Participants Exhibit HH Form of Annual Compliance Statement Exhibit II Form of Report on Assessment of Compliance with Servicing Criteria Exhibit JJ CREFC® Payment Information Exhibit KK Form of Notice of Additional Indebtedness Notification Exhibit LL Additional Disclosure Notification (Accounts) Exhibit MM Form of Notice of Purchase of Controlling Class Certificate Exhibit NN Form of Asset Review Report by the Asset Representations Reviewer Exhibit OO Form of Asset Review Report Summary Exhibit PP Asset Review Procedures Exhibit QQ Form of Certification to Certificate Administrator Requesting Access to Secure Data Room Exhibit RR Form of Notice of [Additional Delinquent Mortgage Loan][Cessation of Delinquent Mortgage Loan][Cessation of Asset Review Trigger] Exhibit SS Form of Certificate Administrator Receipt of the HRR Certificates Exhibit TT Form of Certificate Administrator Receipt of the HRR Certificates Upon TransferNotes

Exhibits. Exhibit A-1-A-1 - Form of Face of Class 1-A-1 Certificate Exhibit A-1-A-2 - Form of Face of Class 1-A-2 Certificate Exhibit A-3 A-1-A-R - Form of Class A-3 Certificate Exhibit A-4 Form Face of Class A-4 Certificate Exhibit A-5 Form of Class 1-A-AB Certificate Exhibit A-6 Form of Class A-BP Certificate Exhibit A-7 Form of Class X-A Certificate Exhibit A-8 Form of Class X-BP Certificate Exhibit A-9 Form of Class X-B Certificate Exhibit A-10 Form of Class X-D Certificate Exhibit A-11 Form of Class A-S Certificate Exhibit A-12 Form of Class B Certificate Exhibit A-13 Form of Class C Certificate Exhibit A-14 Form of Class D Certificate Exhibit A-15 Form of Class E-RR Certificate Exhibit A-16 Form of Class F-RR Certificate Exhibit A-17 Form of Class G-RR Certificate Exhibit A-18 Form of Class H-RR Certificate Exhibit A-19 Form of Class R Certificate Exhibit B A-1-A-LR - Form of Face of Class 1-A-LR Certificate Exhibit A-2-A-1 - Form of Face of Class 2-A-1 Certificate Exhibit A-2-A-2 - Form of Face of Class 2-A-2 Certificate Exhibit A-1-IO - Form of Face of Class 1-IO Certificate Exhibit A-2-IO - Form of Face of Class 2-IO Certificate Exhibit B-1 - Form of Face of Class B-1 Certificate Exhibit B-2 - Form of Face of Class B-2 Certificate Exhibit B-3 - Form of Face of Class B-3 Certificate Exhibit B-4 - Form of Face of Class B-4 Certificate Exhibit B-5 - Form of Face of Class B-5 Certificate Exhibit B-6 - Form of Face of Class B-6 Certificate Exhibit C - Form of Reverse of all Certificates Exhibit D-1 - Mortgage Loan Schedule (Loan Group 1) Exhibit C D-2 - Mortgage Loan Schedule (Loan Group 2) Exhibit E - Request for Release of Documents Exhibit F - Form of Investment Representation Letter Certification of Establishment of Account Exhibit D-1 G-1 - Form of Transferor's Certificate Exhibit G-2A - Form 1 of Transferee's Certificate Exhibit G-2B - Form 2 of Transferee's Certificate Exhibit H - Form of Transferee Affidavit Exhibit D-2 Form of Transferor Letter Exhibit D-3 Form of Transferee Certificate for Transfers of the HRR Certificates Exhibit D-4 Form of Transferor Certificate for Transfers of the HRR Certificates Exhibit D-5 Form of Request of Sponsor Consent for Release of the HRR Certificates Exhibit E Form of Request for Release Exhibit F-1 Form of ERISA Representation Letter regarding for ERISA Restricted Certificates Exhibit F-2 I - Form of ERISA Representation Letter regarding Class R Affidavit Regarding Transfer of Residual Certificates Exhibit G J - Contents of Servicing File Exhibit K - Form of Distribution Date Statement Special Servicing Agreement Exhibit H Supplemental Servicer Schedule L - List of Recordation States Exhibit I M - Form of Transfer Certificate for Rule 144A Book-Entry Certificate to Temporary Regulation S Book-Entry Certificate during Restricted Period Initial Certification Exhibit J N - Form of Transfer Certificate for Rule 144A Book-Entry Certificate to Regulation S Book-Entry Certificate after Restricted Period Exhibit K Form of Transfer Certificate for Temporary Regulation S Book-Entry Certificate to Rule 144A Book-Entry Certificate during Restricted Period Exhibit L Form of Transfer Certificate for Temporary Regulation S Book-Entry Certificate to Regulation S Book-Entry Certificate after Restricted Period Exhibit M Form of Transfer Certificate for Non-Book Entry Certificate to Temporary Regulation S Book-Entry Certificate Exhibit N Form of Transfer Certificate for Non-Book Entry Certificate to Regulation S Book-Entry Certificate Final Certification Exhibit O Form of Transfer Certificate for Non-Book Entry Certificate to Rule 144A Book-Entry Certificate Exhibit P-1A Form of Investor Certification for Non-Borrower Party (for Persons other than the Directing Holder, the Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1B Form of Investor Certification for Non-Borrower Party (for the Directing Holder, Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1C Form of Investor Certification for Borrower Party (for Persons other than the Directing Holder, Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1D Form of Investor Certification for Borrower Party (for the Directing Holder, Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1E Form of Notice of Excluded Controlling Class Holder Exhibit P-1F Form of Notice of Excluded Controlling Class Holder to Certificate Administrator Exhibit P-1G - Form of Certification of the Controlling Class Representative Exhibit P-2 P - Form of Trustee's Certification for NRSROs Exhibit P-3 Online Market Data Provider Certification Exhibit Q Custodian Certification/Exception Report Exhibit R-1 Form of Power of Attorney POOLING AND SERVICING AGREEMENT THIS POOLING AND SERVICING AGREEMENT, dated August 26, 2004, is hereby executed by Trustee for Master Servicer Exhibit R-2 Form of Power of Attorney by Trustee for Special Servicer Exhibit S Initial Companion Holdersand among BANC OF AMERICA MORTGAGE SECURITIES, Initial Class Majority Certificateholder Exhibit T Form of Notice Relating to INC., as depositor (together with its permitted successors and assigns, the Non-Serviced Mortgage Loans Exhibit U Form of Notice "Depositor"), BANK OF AMERICA, N.A., as servicer (together with its permitted successors and Certification Regarding Defeasance of Mortgage Loan Exhibit V Form of Operating Advisor Annual Report Exhibit W Form of Notice from Operating Advisor Recommending Replacement of assigns, the Special Servicer Exhibit X Form of Confidentiality Agreement Exhibit Y Form Certification to be Provided "Servicer"), and WELLS FARGO BANK, N.A., as trustee (together with Form 10-K Exhibit Z-1 Form of Certification to be Provided to Depositor by Certificate Administrator Exhibit Z-2 Form of Certification to be Provided to Depositor by Master Servicer Exhibit Z-3 Form of Certification to be Provided to Depositor by Special Servicer Exhibit Z-4 Form of Certification to be Provided to Depositor by Trustee Exhibit Z-5 Form of Certification to be Provided to Depositor by Operating Advisor Exhibit Z-6 Form of Certification to be Provided to Depositor by Custodian Exhibit Z-7 Form of Certification to be Provided to Depositor by Asset Representations Reviewer Exhibit AA Servicing Criteria to be Addressed in Assessment of Compliance Exhibit BB Additional Form 10-D Disclosure Exhibit CC Additional Form 10-K Disclosure Exhibit DD Form 8-K Disclosure Information Exhibit EE Additional Disclosure Notification Exhibit FF Initial Sub-Servicers Exhibit GG Servicing Function Participants Exhibit HH Form of Annual Compliance Statement Exhibit II Form of Report on Assessment of Compliance with Servicing Criteria Exhibit JJ CREFC® Payment Information Exhibit KK Form of Notice of Additional Indebtedness Notification Exhibit LL Additional Disclosure Notification (Accounts) Exhibit MM Form of Notice of Purchase of Controlling Class Certificate Exhibit NN Form of Asset Review Report by its permitted successxxx xnd assigns, the Asset Representations Reviewer Exhibit OO Form of Asset Review Report Summary Exhibit PP Asset Review Procedures Exhibit QQ Form of Certification to Certificate Administrator Requesting Access to Secure Data Room Exhibit RR Form of Notice of [Additional Delinquent Mortgage Loan][Cessation of Delinquent Mortgage Loan][Cessation of Asset Review Trigger] Exhibit SS Form of Certificate Administrator Receipt of the HRR Certificates Exhibit TT Form of Certificate Administrator Receipt of the HRR Certificates Upon Transfer"Trustee").

Exhibits. 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 M-1 Certificate Exhibit A-4 Form of Class A-4 M-2 Certificate Exhibit A-5 Form of Class A-AB M-3 Certificate Exhibit A-6 Form of Class A-BP M-4 Certificate Exhibit A-7 Form of Class X-A CE Certificate Exhibit A-8 Form of Class X-BP P Certificate Exhibit A-9 Form of Class X-B Certificate Exhibit A-10 Form of Class X-D Certificate Exhibit A-11 Form of Class A-S Certificate Exhibit A-12 Form of Class B Certificate Exhibit A-13 Form of Class C Certificate Exhibit A-14 Form of Class D Certificate Exhibit A-15 Form of Class E-RR Certificate Exhibit A-16 Form of Class F-RR Certificate Exhibit A-17 Form of Class G-RR Certificate Exhibit A-18 Form of Class H-RR Certificate Exhibit A-19 Form of Class R Certificate Exhibit B Form of Lost Note Affidavit Exhibit C-1 Form of Trustee's Initial Certification Exhibit C-2 Form of Trustee's Final Certification Exhibit C-3 Form of Trustee's Receipt of Mortgage Note Exhibit D Form of Mortgage Loan Schedule Exhibit C Form of Investment Representation Letter Exhibit D-1 Form of Transferee Affidavit Exhibit D-2 Form of Transferor Letter Exhibit D-3 Form of Transferee Certificate for Transfers of the HRR Certificates Exhibit D-4 Form of Transferor Certificate for Transfers of the HRR Certificates Exhibit D-5 Form of Request of Sponsor Consent for Release of the HRR Certificates Purchase Agreement Exhibit E Form of Request for Release Exhibit F-1 Form of ERISA Transferor Representation Letter regarding ERISA Restricted and Form of Transferee Representation Letter in Connection with Transfer of Class CE and Class P Certificates Pursuant to Rule 144A Under the 1933 Act Exhibit F-2 Form of ERISA Representation Letter regarding Class R Transfer Affidavit and Agreement and Form of Transferor Affidavit in Connection with Transfer of Residual Certificates Exhibit G Form of Distribution Date Statement Certification with respect to ERISA and Code Exhibit H Supplemental Servicer Schedule Form of Cap Contracts Exhibit I Form of Transfer Certificate for Rule 144A Book-Entry Certificate to Temporary Regulation S Book-Entry Certificate during Restricted Period Loss Mitigation Action Plan Exhibit J Form of Transfer Certificate for Rule 144A Book-Entry Certificate to Regulation S Book-Entry Certificate after Restricted Period Exhibit K Form of Transfer Certificate for Temporary Regulation S Book-Entry Certificate to Rule 144A Book-Entry Certificate during Restricted Period Exhibit L Form of Transfer Certificate for Temporary Regulation S Book-Entry Certificate to Regulation S Book-Entry Certificate after Restricted Period Exhibit M Form of Transfer Certificate for Non-Book Entry Certificate to Temporary Regulation S Book-Entry Certificate Exhibit N Form of Transfer Certificate for Non-Book Entry Certificate to Regulation S Book-Entry Certificate Exhibit O Form of Transfer Certificate for Non-Book Entry Certificate to Rule 144A Book-Entry Certificate Exhibit P-1A Form of Investor Certification for Non-Borrower Party (for Persons other than the Directing Holder, the Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1B Form of Investor Certification for Non-Borrower Party (for the Directing Holder, Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1C Form of Investor Certification for Borrower Party (for Persons other than the Directing Holder, Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1D Form of Investor Certification for Borrower Party (for the Directing Holder, Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1E Form of Notice of Excluded Controlling Class Holder Exhibit P-1F Form of Notice of Excluded Controlling Class Holder to Certificate Administrator Exhibit P-1G J-1 Form of Certification of to Be Provided by the Controlling Class Representative Exhibit P-2 Form of Certification for NRSROs Exhibit P-3 Online Market Data Provider Certification Exhibit Q Custodian Certification/Exception Report Exhibit R-1 Form of Power of Attorney by Trustee for Master Servicer Exhibit R-2 Form of Power of Attorney by Trustee for Special Servicer Exhibit S Initial Companion Holders, Initial Class Majority Certificateholder Exhibit T Form of Notice Relating to the Non-Serviced Mortgage Loans Exhibit U Form of Notice and Certification Regarding Defeasance of Mortgage Loan Exhibit V Form of Operating Advisor Annual Report Exhibit W Form of Notice from Operating Advisor Recommending Replacement of the Special Servicer Exhibit X Form of Confidentiality Agreement Exhibit Y Form Certification to be Provided Depositor with Form 10-K Exhibit Z-1 J-2 Form of Certification to be Be Provided to Depositor by Certificate Administrator Exhibit Z-2 Form of Certification to be Provided to Depositor by Master Servicer Exhibit Z-3 Form of Certification to be Provided to Depositor by Special Servicer Exhibit Z-4 Form of Certification to be Provided to Depositor by the Trustee Exhibit Z-5 Form of Certification to be Provided to Depositor by Operating Advisor Exhibit Z-6 Form of Certification to be Provided to Depositor by Custodian Exhibit Z-7 Form of Certification to be Provided to Depositor by Asset Representations Reviewer Exhibit AA Servicing Criteria to be Addressed in Assessment of Compliance Exhibit BB Additional Form 10-D Disclosure Exhibit CC Additional Form 10-K Disclosure Exhibit DD Form 8-K Disclosure Information Exhibit EE Additional Disclosure Notification Exhibit FF Initial Sub-Servicers Exhibit GG Servicing Function Participants Exhibit HH Form of Annual Compliance Statement Exhibit II Form of Report on Assessment of Compliance with Servicing Criteria Exhibit JJ CREFC® Payment Information Exhibit KK Form of Notice for Location of Additional Indebtedness Notification Exhibit LL Additional Disclosure Notification (Accounts) Exhibit MM Form Accounts Schedule 1 Mortgage Loan Schedule Schedule 2 Prepayment Charge Schedule Schedule 3 PMI Mortgage Loans This Pooling and Servicing Agreement, is dated and effective as of Notice of Purchase of Controlling Class Certificate Exhibit NN Form of Asset Review Report by the Asset Representations Reviewer Exhibit OO Form of Asset Review Report Summary Exhibit PP Asset Review Procedures Exhibit QQ Form of Certification to Certificate Administrator Requesting Access to Secure Data Room Exhibit RR Form of Notice of [Additional Delinquent Mortgage Loan][Cessation of Delinquent Mortgage Loan][Cessation of Asset Review Trigger] Exhibit SS Form of Certificate Administrator Receipt of the HRR Certificates Exhibit TT Form of Certificate Administrator Receipt of the HRR Certificates Upon TransferJanuary 1, 2003, among AMERIQUEST MORTGAGE SECURITIES INC., as Depositor, AMERIQUEST MORTGAGE COMPANY, as Master Servicer and DEUTSCHE BANK NATIONAL TRUST COMPANY, as Trustee.

Exhibits. Exhibit EXHIBIT A-1 Form of Class A-1 Certificate Exhibit Funding Notice EXHIBIT A-2 Form of Class A-2 Certificate Exhibit Repayment Notice EXHIBIT A-3 Form of Class A-3 Certificate Exhibit Reinvestment Notice EXHIBIT A-4 Form of Class A-4 Borrowing Base Certificate Exhibit EXHIBIT A-5 Form of Class A-AB Certificate Exhibit A-6 Form of Class A-BP Certificate Exhibit A-7 Form of Class X-A Certificate Exhibit A-8 Form of Class X-BP Certificate Exhibit A-9 Form of Class X-Approval Notice EXHIBIT B Certificate Exhibit A-10 Form of Class X-D Certificate Exhibit A-11 Form of Class A-S Certificate Exhibit A-12 Form of Class B Certificate Exhibit A-13 Form of Class C Certificate Exhibit A-14 Form of Class D Certificate Exhibit A-15 Form of Class E-RR Certificate Exhibit A-16 Form of Class F-RR Certificate Exhibit A-17 Form of Class G-RR Certificate Exhibit A-18 Form of Class H-RR Certificate Exhibit A-19 Form of Class R Certificate Exhibit B Mortgage Loan Schedule Exhibit [Reserved] EXHIBIT C Form of Investment Representation Letter Exhibit D-1 Officer’s Certificate as to Solvency EXHIBIT D Form of Officer’s Closing Certificate EXHIBIT E Form of Release of Underlying Instruments EXHIBIT F Form of Assignment of Underlying Instruments EXHIBIT G Form of Transferee Affidavit Exhibit D-2 Letter EXHIBIT H Form of Transferor Letter Exhibit D-3 Form of Transferee Certificate for Transfers of the HRR Certificates Exhibit D-4 Form of Transferor Certificate for Transfers of the HRR Certificates Exhibit D-5 Form of Request of Sponsor Consent for Release of the HRR Certificates Exhibit E Form of Request for Release Exhibit F-1 Form of ERISA Representation Letter regarding ERISA Restricted Certificates Exhibit F-2 Form of ERISA Representation Letter regarding Class R Certificates Exhibit G Form of Distribution Date Statement Exhibit H Supplemental Servicer Schedule Exhibit Joinder Supplement EXHIBIT I Form of Transfer Section 2.13 Certificate for Rule 144A Book-Entry Certificate to Temporary Regulation S Book-Entry Certificate during Restricted Period Exhibit EXHIBIT J Form of Transfer Certificate for Rule 144A Book-Entry Certificate to Regulation S Book-Entry Certificate after Restricted Period Exhibit Loan Checklist EXHIBIT K Form of Transfer Certificate for Temporary Regulation S Book-Entry Certificate to Rule 144A Book-Entry Certificate during Restricted Period Exhibit Collateral Management Report EXHIBIT L Form of Transfer Certificate Custodian Report SCHEDULES SCHEDULE I Legal Names SCHEDULE II Reserved SCHEDULE III Agreed-Upon Procedures SCHEDULE IV Moody’s Industry Classification Group List ANNEXES ANNEX A Addresses for Temporary Regulation S Book-Entry Certificate Notices ANNEX B Commitments ANNEX C Specified Limitations LOAN AND SECURITY AGREEMENT THIS LOAN AND SECURITY AGREEMENT (as amended, modified, waived, supplemented, restated or replaced from time to Regulation S Book-Entry Certificate after Restricted Period Exhibit M Form time, this “Agreement”) is made as of Transfer Certificate for Non-Book Entry Certificate to Temporary Regulation S Book-Entry Certificate Exhibit N Form of Transfer Certificate for Non-Book Entry Certificate to Regulation S Book-Entry Certificate Exhibit O Form of Transfer Certificate for Non-Book Entry Certificate to Rule 144A Book-Entry Certificate Exhibit P-1A Form of Investor Certification for Non-Borrower Party (for Persons other than the Directing HolderDecember 18, the Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1B Form of Investor Certification for Non-Borrower Party (for the Directing Holder2020, Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1C Form of Investor Certification for Borrower Party (for Persons other than the Directing Holder, Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1D Form of Investor Certification for Borrower Party (for the Directing Holder, Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1E Form of Notice of Excluded Controlling Class Holder Exhibit P-1F Form of Notice of Excluded Controlling Class Holder to Certificate Administrator Exhibit P-1G Form of Certification of the Controlling Class Representative Exhibit P-2 Form of Certification for NRSROs Exhibit P-3 Online Market Data Provider Certification Exhibit Q Custodian Certification/Exception Report Exhibit R-1 Form of Power of Attorney by Trustee for Master Servicer Exhibit R-2 Form of Power of Attorney by Trustee for Special Servicer Exhibit S Initial Companion Holders, Initial Class Majority Certificateholder Exhibit T Form of Notice Relating to the Non-Serviced Mortgage Loans Exhibit U Form of Notice and Certification Regarding Defeasance of Mortgage Loan Exhibit V Form of Operating Advisor Annual Report Exhibit W Form of Notice from Operating Advisor Recommending Replacement of the Special Servicer Exhibit X Form of Confidentiality Agreement Exhibit Y Form Certification to be Provided with Form 10-K Exhibit Z-1 Form of Certification to be Provided to Depositor by Certificate Administrator Exhibit Z-2 Form of Certification to be Provided to Depositor by Master Servicer Exhibit Z-3 Form of Certification to be Provided to Depositor by Special Servicer Exhibit Z-4 Form of Certification to be Provided to Depositor by Trustee Exhibit Z-5 Form of Certification to be Provided to Depositor by Operating Advisor Exhibit Z-6 Form of Certification to be Provided to Depositor by Custodian Exhibit Z-7 Form of Certification to be Provided to Depositor by Asset Representations Reviewer Exhibit AA Servicing Criteria to be Addressed in Assessment of Compliance Exhibit BB Additional Form 10-D Disclosure Exhibit CC Additional Form 10-K Disclosure Exhibit DD Form 8-K Disclosure Information Exhibit EE Additional Disclosure Notification Exhibit FF Initial Sub-Servicers Exhibit GG Servicing Function Participants Exhibit HH Form of Annual Compliance Statement Exhibit II Form of Report on Assessment of Compliance with Servicing Criteria Exhibit JJ CREFC® Payment Information Exhibit KK Form of Notice of Additional Indebtedness Notification Exhibit LL Additional Disclosure Notification (Accounts) Exhibit MM Form of Notice of Purchase of Controlling Class Certificate Exhibit NN Form of Asset Review Report by the Asset Representations Reviewer Exhibit OO Form of Asset Review Report Summary Exhibit PP Asset Review Procedures Exhibit QQ Form of Certification to Certificate Administrator Requesting Access to Secure Data Room Exhibit RR Form of Notice of [Additional Delinquent Mortgage Loan][Cessation of Delinquent Mortgage Loan][Cessation of Asset Review Trigger] Exhibit SS Form of Certificate Administrator Receipt of the HRR Certificates Exhibit TT Form of Certificate Administrator Receipt of the HRR Certificates Upon Transferamong:

Exhibits. Exhibit A-1 Form of Class A-1 Certificate Exhibit A-2 Form of Class A-2 A-3 Certificate Exhibit A-3 Form of Class A-3 A-4 Certificate Exhibit A-4 Form of Class A-4 A-SB Certificate Exhibit A-5 Form of Class A-AB A-1A Certificate Exhibit A-6 Form of Class A-BP X-1 Certificate Exhibit A-7 Form of Class X-A X-2 Certificate Exhibit A-8 Form of Class XA-BP M Certificate Exhibit A-9 Form of Class XA-B J Certificate Exhibit A-10 Form of Class X-D B Certificate Exhibit A-11 Form of Class A-S C Certificate Exhibit A-12 Form of Class B D Certificate Exhibit A-13 Form of Class C E Certificate Exhibit A-14 Form of Class D F Certificate Exhibit A-15 Form of Class E-RR G Certificate Exhibit A-16 Form of Class F-RR H Certificate Exhibit A-17 Form of Class G-RR J Certificate Exhibit A-18 Form of Class H-RR K Certificate Exhibit A-19 Form of Class L Certificate Exhibit A-20 Form of Class M Certificate Exhibit A-21 Form of Class N Certificate Exhibit A-22 Form of Class P Certificate Exhibit A-23 Form of Class NR Certificate Exhibit A-24 Form of Class R Certificate Exhibit A-25 Form of Class LR Certificate Exhibit B Mortgage Loan Schedule Exhibit C Form of Investment Representation Letter Exhibit D-1 Form of Transferee Transfer Affidavit Exhibit D-2 Form of Transferor Letter Exhibit D-3 Form of Transferee Certificate for Transfers of the HRR Certificates Exhibit D-4 Form of Transferor Certificate for Transfers of the HRR Certificates Exhibit D-5 Form of Request of Sponsor Consent for Release of the HRR Certificates Exhibit E Form of Request for Release Exhibit F-1 F Form of ERISA Representation Letter regarding ERISA Restricted Certificates Exhibit F-2 Form of ERISA Representation Letter regarding Class R Certificates Exhibit G Form of Distribution Date Statement to Certificateholders Exhibit H Supplemental Servicer Schedule Form of Omnibus Assignment Exhibit I I-1 Form of Regulation S Transfer Certificate during Restricted Period Exhibit I-2 Form of Regulation S Transfer Certificate after Restricted Period Exhibit J Form of Purchase Option Notice Exhibit K Form of Transfer Certificate for Rule 144A Book-Entry Certificate to Temporary Regulation S Book-Entry Certificate during Restricted Period Exhibit J L [Reserved] Exhibit M Controlling Class Certificateholder's Reports Checklist Exhibit N Form of Transfer Certificate for Rule 144A Book-Entry Certificate to Regulation S Book-Entry Certificate after Restricted Period Exhibit K O Form of Transfer Certificate for Temporary of Regulation S Book-Entry Certificate to Rule 144A Global Book-Entry Certificate during Restricted Period Exhibit L P Form of Transfer Certificate for Temporary Regulation S Book-Entry Certificate to Regulation S Book-Entry Certificate after during Restricted Period Exhibit M Form of Transfer Certificate for Non-Book Entry Certificate to Temporary Regulation S Book-Entry Certificate Exhibit N Form of Transfer Certificate for Non-Book Entry Certificate to Regulation S Book-Entry Certificate Exhibit O Form of Transfer Certificate for Non-Book Entry Certificate to Rule 144A Book-Entry Certificate Exhibit P-1A Form of Investor Certification for Non-Borrower Party (for Persons other than the Directing Holder, the Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1B Form of Investor Certification for Non-Borrower Party (for the Directing Holder, Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1C Form of Investor Certification for Borrower Party (for Persons other than the Directing Holder, Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1D Form of Investor Certification for Borrower Party (for the Directing Holder, Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1E Form of Notice of Excluded Controlling Class Holder Exhibit P-1F Form of Notice of Excluded Controlling Class Holder to Certificate Administrator Exhibit P-1G Form of Certification of the Controlling Class Representative Exhibit P-2 Form of Certification for NRSROs Exhibit P-3 Online Market Data Provider Certification Exhibit Q Custodian Certification/Exception Report Exhibit R-1 Form of Power of Attorney by Trustee for Master Servicer Exhibit R-2 Form of Power of Attorney by Trustee for Special Servicer Exhibit S Initial Companion Holders, Initial Class Majority Certificateholder Holders Exhibit T Form of Notice Relating to the Non-Serviced Mortgage Loans Exhibit U R Form of Notice and Certification Regarding Defeasance of Mortgage Loan Exhibit V Form of Operating Advisor Annual S Information Request from Certificateholder, Beneficial Owner or Prospective Purchaser Exhibit T Trustee Certification/Exception Report Exhibit W Form of Notice from Operating Advisor Recommending Replacement of the Special Servicer U [Reserved] Exhibit X Form of Confidentiality Agreement Exhibit Y V Form Certification to be Provided with Form 10-K Exhibit Z-1 W-1 Form of Certification to be Provided to Depositor by Certificate Administrator Paying Agent Exhibit Z-2 W-2 Form of Certification to be Provided to Depositor by Master Servicer Exhibit Z-3 W-3 Form of Certification to be Provided to Depositor by Special Servicer Exhibit Z-4 Form of Certification to be Provided to Depositor by Trustee Exhibit Z-5 Form of Certification to be Provided to Depositor by Operating Advisor Exhibit Z-6 Form of Certification to be Provided to Depositor by Custodian Exhibit Z-7 Form of Certification to be Provided to Depositor by Asset Representations Reviewer Exhibit AA X Servicing Criteria to be Addressed in Assessment of Compliance Exhibit BB Y Additional Form 10-D Disclosure Exhibit CC Z Additional Form 10-K Disclosure Exhibit DD AA Form 8-K Disclosure Information Exhibit EE BB Additional Disclosure Notification Exhibit FF Initial SubCC Servicing and Subservicing Agreements Schedule 1 Mortgage Loans Containing Additional Debt Schedule 2 Mortgage Loans that Initially Pay Interest Only Schedule 3 Class X Reference Rate Schedule Schedule 4 Assumption Fees on Certain Mortgage Loans Schedule 5 Class A-Servicers Exhibit GG SB Planned Principal Balance Schedule This Pooling and Servicing Function Participants Exhibit HH Form Agreement (the "Agreement") is dated and effective as of Annual Compliance Statement Exhibit II Form of Report on Assessment of Compliance with Servicing Criteria Exhibit JJ CREFC® Payment Information Exhibit KK Form of Notice of Additional Indebtedness Notification Exhibit LL Additional Disclosure Notification (Accounts) Exhibit MM Form of Notice of Purchase of Controlling Class Certificate Exhibit NN Form of Asset Review Report by the Asset Representations Reviewer Exhibit OO Form of Asset Review Report Summary Exhibit PP Asset Review Procedures Exhibit QQ Form of Certification to Certificate Administrator Requesting Access to Secure Data Room Exhibit RR Form of Notice of [Additional Delinquent June 20, 2006, among J.P. Morgan Chase Commercial Mortgage Loan][Cessation of Delinquent Mortgage Loan][Cessation of Asset Review Trigger] Exhibit SS Form of Certificate Administrator Receipt of the HRR Certificates Exhibit TT Form of Certificate Administrator Receipt of the HRR Certificates Upon TransferSecurities Corp., as Depositor, Wxxxx Xxxxx Bxxx, National Association, as Master Servicer, J.E. Robert Xxxxany, Inc., as Special Servicer, and LaSalle Bank Nationxx Xsxxxxxxion, as Trustee and as Paying Agent.

Exhibits. Exhibit EXHIBIT A-I-A-1 - Form of Face of Class I-A-1 EXHIBIT A-I-A-R - Form of Face of Class I-A-R Certificate EXHIBIT A-I-A-LR - Form of Face of Class I-A-LR EXHIBIT A-II-A-1 - Form of Face of Class II-A-1 Certificate Exhibit A-2 EXHIBIT B-1 - Form of Face of Class A-2 B-1 Certificate Exhibit A-3 EXHIBIT B-2 - Form of Face of Class A-3 B-2 Certificate Exhibit A-4 EXHIBIT B-3 - Form of Face of Class A-4 B-3 Certificate Exhibit A-5 EXHIBIT B-4 - Form of Face of Class A-AB B-4 Certificate Exhibit A-6 EXHIBIT B-5 - Form of Face of Class A-BP B-5 Certificate Exhibit A-7 EXHIBIT B-6 - Form of Face of Class X-A B-6 Certificate Exhibit A-8 EXHIBIT C - Form of Face of Class X-BP M Certificate Exhibit A-9 EXHIBIT D - Form of Class XReverse of Series 2002-B Certificate Exhibit A-10 Form E Certificates EXHIBIT E - Custodial Agreement EXHIBIT F-1 - Schedule of Class X-D Certificate Exhibit A-11 Form Mortgage Loans in Loan Group I EXHIBIT F-2 - Schedule of Class A-S Certificate Exhibit A-12 Form of Class B Certificate Exhibit A-13 Form of Class C Certificate Exhibit A-14 Form of Class D Certificate Exhibit A-15 Form of Class E-RR Certificate Exhibit A-16 Form of Class F-RR Certificate Exhibit A-17 Form of Class G-RR Certificate Exhibit A-18 Form of Class H-RR Certificate Exhibit A-19 Form of Class R Certificate Exhibit B Mortgage Loans in Loan Schedule Exhibit C Form of Investment Representation Letter Exhibit D-1 Form of Transferee Affidavit Exhibit D-2 Form of Transferor Letter Exhibit D-3 Form of Transferee Certificate for Transfers of the HRR Certificates Exhibit D-4 Form of Transferor Certificate for Transfers of the HRR Certificates Exhibit D-5 Form of Request of Sponsor Consent for Release of the HRR Certificates Exhibit E Form of Group II EXHIBIT G - Request for Release Exhibit F-1 Form EXHIBIT H - Affidavit Pursuant to Section 860E(e)(4) of ERISA Representation Letter regarding ERISA Restricted Certificates Exhibit F-2 Form the Internal Revenue Code of ERISA Representation Letter regarding Class R Certificates Exhibit G Form of Distribution Date Statement Exhibit H Supplemental Servicer Schedule Exhibit I Form of Transfer Certificate for Rule 144A Book-Entry Certificate to Temporary Regulation S Book-Entry Certificate during Restricted Period Exhibit J Form of Transfer Certificate for Rule 144A Book-Entry Certificate to Regulation S Book-Entry Certificate after Restricted Period Exhibit K Form of Transfer Certificate for Temporary Regulation S Book-Entry Certificate to Rule 144A Book-Entry Certificate during Restricted Period Exhibit L Form of Transfer Certificate for Temporary Regulation S Book-Entry Certificate to Regulation S Book-Entry Certificate after Restricted Period Exhibit M Form of Transfer Certificate 1986, as amended, and for Non-Book Entry Certificate to Temporary Regulation S Book-Entry Certificate Exhibit ERISA Investors EXHIBIT I - Letter from Transferor of Residual Certificates EXHIBIT J - Transferee's Letter (Class [B-4] [B-5] [B-6] Certificates) EXHIBIT K - Reserved EXHIBIT L - Servicing Agreements EXHIBIT M - Form of Special Servicing Agreement EXHIBIT N Form of Transfer Certificate for Non-Book Entry Certificate to Regulation S Book-Entry Certificate Exhibit Initial Certification of the Custodian EXHIBIT O Form of Transfer Certificate for Non-Book Entry Certificate to Rule 144A Book-Entry Certificate Exhibit P-1A Form of Investor Certification for Non-Borrower Party (for Persons other than the Directing Holder, the Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1B Form of Investor Certification for Non-Borrower Party (for the Directing Holder, Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1C Form of Investor Certification for Borrower Party (for Persons other than the Directing Holder, Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1D Form of Investor Certification for Borrower Party (for the Directing Holder, Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1E Form of Notice of Excluded Controlling Class Holder Exhibit P-1F Form of Notice of Excluded Controlling Class Holder to Certificate Administrator Exhibit P-1G Form of Final Certification of the Controlling Class Representative Exhibit P-2 Form Custodian SCHEDULE I - Applicable Unscheduled Principal Receipt Period This Pooling and Servicing Agreement, dated as of Certification for NRSROs Exhibit P-3 Online Market Data Provider Certification Exhibit Q Custodian Certification/Exception Report Exhibit R-1 Form of Power of Attorney September 26, 2002 executed by Trustee for XXXXX FARGO ASSET SECURITIES CORPORATION, as Seller, XXXXX FARGO BANK MINNESOTA, NATIONAL ASSOCIATION, as Master Servicer Exhibit R-2 Form of Power of Attorney by Trustee for Special Servicer Exhibit S Initial Companion HoldersServicer, Initial Class Majority Certificateholder Exhibit T Form of Notice Relating to the Non-Serviced Mortgage Loans Exhibit U Form of Notice and Certification Regarding Defeasance of Mortgage Loan Exhibit V Form of Operating Advisor Annual Report Exhibit W Form of Notice from Operating Advisor Recommending Replacement of the Special Servicer Exhibit X Form of Confidentiality Agreement Exhibit Y Form Certification to be Provided with Form 10-K Exhibit Z-1 Form of Certification to be Provided to Depositor by Certificate Administrator Exhibit Z-2 Form of Certification to be Provided to Depositor by Master Servicer Exhibit Z-3 Form of Certification to be Provided to Depositor by Special Servicer Exhibit Z-4 Form of Certification to be Provided to Depositor by Trustee Exhibit Z-5 Form of Certification to be Provided to Depositor by Operating Advisor Exhibit Z-6 Form of Certification to be Provided to Depositor by Custodian Exhibit Z-7 Form of Certification to be Provided to Depositor by Asset Representations Reviewer Exhibit AA Servicing Criteria to be Addressed in Assessment of Compliance Exhibit BB Additional Form 10-D Disclosure Exhibit CC Additional Form 10-K Disclosure Exhibit DD Form 8-K Disclosure Information Exhibit EE Additional Disclosure Notification Exhibit FF Initial Sub-Servicers Exhibit GG Servicing Function Participants Exhibit HH Form of Annual Compliance Statement Exhibit II Form of Report on Assessment of Compliance with Servicing Criteria Exhibit JJ CREFC® Payment Information Exhibit KK Form of Notice of Additional Indebtedness Notification Exhibit LL Additional Disclosure Notification (Accounts) Exhibit MM Form of Notice of Purchase of Controlling Class Certificate Exhibit NN Form of Asset Review Report by the Asset Representations Reviewer Exhibit OO Form of Asset Review Report Summary Exhibit PP Asset Review Procedures Exhibit QQ Form of Certification to Certificate Administrator Requesting Access to Secure Data Room Exhibit RR Form of Notice of [Additional Delinquent Mortgage Loan][Cessation of Delinquent Mortgage Loan][Cessation of Asset Review Trigger] Exhibit SS Form of Certificate Administrator Receipt of the HRR Certificates Exhibit TT Form of Certificate Administrator Receipt of the HRR Certificates Upon TransferWACHOVIA BANK, NATIONAL ASSOCIATION, as Trustee.

Exhibits. 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-AB A-5 Certificate Exhibit A-6 Form of Class A-BP A-1A Certificate Exhibit A-7 Form of Class X-A X-1 Certificate Exhibit A-8 Form of Class X-BP X-2 Certificate Exhibit A-9 Form of Class XA-B J Certificate Exhibit A-10 Form of Class X-D B Certificate Exhibit A-11 Form of Class A-S C Certificate Exhibit A-12 Form of Class B D Certificate Exhibit A-13 Form of Class C E Certificate Exhibit A-14 Form of Class D F Certificate Exhibit A-15 Form of Class E-RR G Certificate Exhibit A-16 Form of Class F-RR H Certificate Exhibit A-17 Form of Class G-RR J Certificate Exhibit A-18 Form of Class H-RR K Certificate Exhibit A-19 Form of Class L Certificate Exhibit A-20 Form of Class M Certificate Exhibit A-21 Form of Class N Certificate Exhibit A-22 Form of Class P Certificate Exhibit A-23 Form of Class Q Certificate Exhibit A-24 Form of Class NR Certificate Exhibit A-25 Form of Class S Certificate Exhibit A-26 Form of Class R Certificate Exhibit A-27 Form of Class LR Certificate Exhibit B Mortgage Loan Schedule Exhibit C Form of Investment Representation Letter Exhibit D-1 Form of Transferee Transfer Affidavit Exhibit D-2 Form of Transferor Letter Exhibit D-3 Form of Transferee Certificate for Transfers of the HRR Certificates Exhibit D-4 Form of Transferor Certificate for Transfers of the HRR Certificates Exhibit D-5 Form of Request of Sponsor Consent for Release of the HRR Certificates Exhibit E Form of Request for Release Exhibit F-1 F Form of ERISA Representation Letter regarding ERISA Restricted Certificates Exhibit F-2 Form of ERISA Representation Letter regarding Class R Certificates Exhibit G Form of Distribution Date Statement to Certificateholders Exhibit H Supplemental Servicer Schedule Form of Omnibus Assignment Exhibit I I-1 Form of Regulation S Transfer Certificate during Restricted Period Exhibit I-2 Form of Regulation S Transfer Certificate after Restricted Period Exhibit J Form of Purchase Option Notice Exhibit K Form of Transfer Certificate for Rule 144A Book-Entry Certificate to Temporary Regulation S Book-Entry Certificate during Restricted Period Exhibit J L Reserved Exhibit M Controlling Class Certificateholder's Reports Checklist Exhibit N Form of Transfer Certificate for Rule 144A Book-Entry Certificate to Regulation S Book-Entry Certificate after Restricted Period Exhibit K O Form of Transfer Certificate for Temporary of Regulation S Book-Entry Certificate to Rule 144A Global Book-Entry during Restricted Period Exhibit P Form of Transfer Certificate for Regulation S Book-Entry Certificate during Restricted Period Exhibit L Form of Transfer Certificate for Temporary Regulation S Book-Entry Certificate to Regulation S Book-Entry Certificate after Restricted Period Exhibit M Form of Transfer Certificate for Non-Book Entry Certificate to Temporary Regulation S Book-Entry Certificate Exhibit N Form of Transfer Certificate for Non-Book Entry Certificate to Regulation S Book-Entry Certificate Exhibit O Form of Transfer Certificate for Non-Book Entry Certificate to Rule 144A Book-Entry Certificate Exhibit P-1A Form of Investor Certification for Non-Borrower Party (for Persons other than the Directing Holder, the Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1B Form of Investor Certification for Non-Borrower Party (for the Directing Holder, Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1C Form of Investor Certification for Borrower Party (for Persons other than the Directing Holder, Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1D Form of Investor Certification for Borrower Party (for the Directing Holder, Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1E Form of Notice of Excluded Controlling Class Holder Exhibit P-1F Form of Notice of Excluded Controlling Class Holder to Certificate Administrator Exhibit P-1G Form of Certification of the Controlling Class Representative Exhibit P-2 Form of Certification for NRSROs Exhibit P-3 Online Market Data Provider Certification Exhibit Q Custodian Certification/Exception Report Exhibit R-1 Form of Power of Attorney by Trustee for Master Servicer Exhibit R-2 Form of Power of Attorney by Trustee for Special Servicer Exhibit S Initial Companion Holders, Initial Class Majority Certificateholder Exhibit T Form of Notice Relating to the Non-Serviced Mortgage Loans Exhibit U Form of Notice and Certification Regarding Defeasance of Mortgage Loan Exhibit V Form of Operating Advisor Annual Report Exhibit W Form of Notice from Operating Advisor Recommending Replacement of the Special Servicer Exhibit X Form of Confidentiality Agreement Exhibit Y Form Certification to be Provided with Form 10-K Exhibit Z-1 R-1 Form of Certification to be Provided to Depositor by Certificate Administrator Paying Agent Exhibit Z-2 R-2 Form of Certification to be Provided to Depositor by Master Servicer Exhibit Z-3 R-3 Form of Certification to be Provided to Depositor by Special Servicer Exhibit Z-4 Form of Certification to be Provided to Depositor by Trustee S Initial Companion Holders Exhibit Z-5 Form of Certification to be Provided to Depositor by Operating Advisor Exhibit Z-6 Form of Certification to be Provided to Depositor by Custodian Exhibit Z-7 Form of Certification to be Provided to Depositor by Asset Representations Reviewer Exhibit AA Servicing Criteria to be Addressed in Assessment of Compliance Exhibit BB Additional Form 10-D Disclosure Exhibit CC Additional Form 10-K Disclosure Exhibit DD Form 8-K Disclosure Information Exhibit EE Additional Disclosure Notification Exhibit FF Initial Sub-Servicers Exhibit GG Servicing Function Participants Exhibit HH Form of Annual Compliance Statement Exhibit II Form of Report on Assessment of Compliance with Servicing Criteria Exhibit JJ CREFC® Payment Information Exhibit KK T Form of Notice and Certification regarding Defeasance of Mortgage Loan Exhibit U Information Request From Certificateholder, Beneficial Owner or Prospective Purchaser Exhibit V Trustee Certification/Exception Report Exhibit W Monthly Additional Indebtedness Notification Report on Recoveries and Reimbursements Exhibit LL X Realized Loss Report Form SCHEDULES Schedule 1 Mortgage Loans Containing Additional Disclosure Notification Debt Schedule 2 Mortgage Loans that Initially Pay Interest Only This Pooling and Servicing Agreement (Accountsthe "Agreement") Exhibit MM Form is dated and effective as of Notice of Purchase of Controlling Class Certificate Exhibit NN Form of Asset Review Report by the Asset Representations Reviewer Exhibit OO Form of Asset Review Report Summary Exhibit PP Asset Review Procedures Exhibit QQ Form of Certification to Certificate Administrator Requesting Access to Secure Data Room Exhibit RR Form of Notice of [Additional Delinquent December 1, 2004, among J.P. Morgan Chase Commercial Mortgage Loan][Cessation of Delinquent Mortgage Loan][Cessation of Asset Review Trigger] Exhibit SS Form of Certificate Administrator Receipt of the HRR Certificates Exhibit TT Form of Certificate Administrator Receipt of the HRR Certificates Upon TransferSecurities Corp., as Depositor, Mxxxxxx Xxxx Xxxxxces, Inc., as Master Servicer, J.E. Robert Company, Inc., as Special Servicer, Wells Fargo Bank, N.A., xx Txxxxxx, and JPMorgan Chase Bank, National Axxxxxation, as Paying Agent.

Exhibits. Exhibit A-A-1 - Form of Face of Class A-1 Certificate Exhibit A-A-2 - Form of Face of Class A-2 Certificate Exhibit A-A-3 - Form of Face of Class A-3 Certificate Exhibit A-A-4 - Form of Face of Class A-4 Certificate Exhibit A-5 A-A-R - Form of Face of Class A-AB Certificate Exhibit A-6 Form of Class A-BP Certificate Exhibit A-7 Form of Class X-A Certificate Exhibit A-8 Form of Class X-BP Certificate Exhibit A-9 Form of Class X-B Certificate Exhibit A-10 Form of Class X-D Certificate Exhibit A-11 Form of Class A-S Certificate Exhibit A-12 Form of Class B Certificate Exhibit A-13 Form of Class C Certificate Exhibit A-14 Form of Class D Certificate Exhibit A-15 Form of Class E-RR Certificate Exhibit A-16 Form of Class F-RR Certificate Exhibit A-17 Form of Class G-RR Certificate Exhibit A-18 Form of Class H-RR Certificate Exhibit A-19 Form of Class R Certificate Exhibit B B-1 - Form of Face of Class B-1 Certificate Exhibit B-2 - Form of Face of Class B-2 Certificate Exhibit B-3 - Form of Face of Class B-3 Certificate Exhibit B-4 - Form of Face of Class B-4 Certificate Exhibit B-5 - Form of Face of Class B-5 Certificate Exhibit B-6 - Form of Face of Class B-6 Certificate Exhibit C - Form of Reverse of all Certificates Exhibit D-1 - Loan Group 1 Mortgage Loan Schedule Exhibit C D-2 - Loan Group 2 Mortgage Loan Schedule Exhibit D-3 - Loan Group 3 Mortgage Loan Schedule Exhibit E - Request for Release of Documents Exhibit F - Form of Investment Representation Letter Certification of Establishment of Account Exhibit D-1 Form of Transferee Affidavit Exhibit D-2 Form of Transferor Letter Exhibit D-3 Form of Transferee Certificate for Transfers of the HRR Certificates Exhibit D-4 G-1 - Form of Transferor Certificate for Transfers Exhibit G-2A - Form I of the HRR Certificates Transferee Certificate Exhibit D-5 G-2B - Form II of Transferee Certificate Exhibit H - Form of Request of Sponsor Consent for Release of the HRR Certificates Exhibit E Form of Request for Release Exhibit F-1 Form of ERISA Transferee Representation Letter regarding ERISA for Benefit Plan-Restricted Certificates Exhibit F-2 I - Form of ERISA Representation Letter regarding Class R Certificates Affidavit Regarding Transfer of the Residual Certificate Pursuant to 6.02 Exhibit G J - Contents of the Servicer Mortgage File Exhibit K - Reserved Exhibit L - List of Recordation States Exhibit M - Form of Distribution Date Statement Exhibit H Supplemental Servicer Schedule Exhibit I Form of Transfer Certificate for Rule 144A Book-Entry Certificate to Temporary Regulation S Book-Entry Certificate during Restricted Period Exhibit J Form of Transfer Certificate for Rule 144A Book-Entry Certificate to Regulation S Book-Entry Certificate after Restricted Period Exhibit K Form of Transfer Certificate for Temporary Regulation S Book-Entry Certificate to Rule 144A Book-Entry Certificate during Restricted Period Exhibit L Form of Transfer Certificate for Temporary Regulation S Book-Entry Certificate to Regulation S Book-Entry Certificate after Restricted Period Exhibit M Form of Transfer Certificate for Non-Book Entry Certificate to Temporary Regulation S Book-Entry Certificate Exhibit N Form of Transfer Certificate for Non-Book Entry Certificate to Regulation S Book-Entry Certificate Exhibit O Form of Transfer Certificate for Non-Book Entry Certificate to Rule 144A Book-Entry Certificate Exhibit P-1A Form of Investor Certification for Non-Borrower Party (for Persons other than the Directing Holder, the Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1B Form of Investor Certification for Non-Borrower Party (for the Directing Holder, Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1C Form of Investor Certification for Borrower Party (for Persons other than the Directing Holder, Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1D Form of Investor Certification for Borrower Party (for the Directing Holder, Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1E Form of Notice of Excluded Controlling Class Holder Exhibit P-1F Form of Notice of Excluded Controlling Class Holder to Certificate Administrator Exhibit P-1G Form of Initial Certification of the Controlling Class Representative Trustee Exhibit P-2 N - Form of Final Certification for NRSROs of the Trustee Exhibit P-3 Online Market Data Provider O - Form of Sarbanes-Oxley Certification Exhibit Q Custodian Certification/Exception Report Exhibit R-1 P - Form of Power of Attorney Trustee's Certxxxxxxxxx POOLING AND SERVICING AGREEMENT THIS POOLING AND SERVICING AGREEMENT, dated September 29, 2005, is hereby executed by Trustee for Master Servicer Exhibit R-2 Form of Power of Attorney by Trustee for Special Servicer Exhibit S Initial Companion Holdersand among BANC OF AMERICA FUNDING CORPORATION, Initial Class Majority Certificateholder Exhibit T Form of Notice Relating to as depositor (together with its permitted successors and assigns, the Non-Serviced Mortgage Loans Exhibit U Form of Notice "Depositor"), BANK OF AMERICA, NATIONAL ASSOCIATION, as servicer (together with its permitted successors and Certification Regarding Defeasance of Mortgage Loan Exhibit V Form of Operating Advisor Annual Report Exhibit W Form of Notice from Operating Advisor Recommending Replacement of assigns, the Special Servicer Exhibit X Form of Confidentiality Agreement Exhibit Y Form Certification to be Provided "Servicer"), and WELLS FARGO BANK, N.A., as trustee (together with Form 10-K Exhibit Z-1 Form of Certification to be Provided to Depositor by Certificate Administrator Exhibit Z-2 Form of Certification to be Provided to Depositor by Master Servicer Exhibit Z-3 Form of Certification to be Provided to Depositor by Special Servicer Exhibit Z-4 Form of Certification to be Provided to Depositor by Trustee Exhibit Z-5 Form of Certification to be Provided to Depositor by Operating Advisor Exhibit Z-6 Form of Certification to be Provided to Depositor by Custodian Exhibit Z-7 Form of Certification to be Provided to Depositor by Asset Representations Reviewer Exhibit AA Servicing Criteria to be Addressed in Assessment of Compliance Exhibit BB Additional Form 10-D Disclosure Exhibit CC Additional Form 10-K Disclosure Exhibit DD Form 8-K Disclosure Information Exhibit EE Additional Disclosure Notification Exhibit FF Initial Sub-Servicers Exhibit GG Servicing Function Participants Exhibit HH Form of Annual Compliance Statement Exhibit II Form of Report on Assessment of Compliance with Servicing Criteria Exhibit JJ CREFC® Payment Information Exhibit KK Form of Notice of Additional Indebtedness Notification Exhibit LL Additional Disclosure Notification (Accounts) Exhibit MM Form of Notice of Purchase of Controlling Class Certificate Exhibit NN Form of Asset Review Report by its permitted successxxx xnd assigns, the Asset Representations Reviewer Exhibit OO Form of Asset Review Report Summary Exhibit PP Asset Review Procedures Exhibit QQ Form of Certification to Certificate Administrator Requesting Access to Secure Data Room Exhibit RR Form of Notice of [Additional Delinquent Mortgage Loan][Cessation of Delinquent Mortgage Loan][Cessation of Asset Review Trigger] Exhibit SS Form of Certificate Administrator Receipt of the HRR Certificates Exhibit TT Form of Certificate Administrator Receipt of the HRR Certificates Upon Transfer"Trustee").

Exhibits. Exhibit A-1 Form of Class A-1 Certificate Exhibit A-2 A-2A Form of Class A-2 A-2A Certificate Exhibit A-3 A-2B Form of Class A-3 A-2B Certificate Exhibit A-4 A-2C Form of Class A-4 A-2C Certificate Exhibit A-5 A-2D Form of Class A-2D Certificate Exhibit A-AB Certificate Exhibit A-6 M-1 Form of Class M-1 Certificate Exhibit A-BP Certificate Exhibit A-7 M-2 Form of Class X-A M-2 Certificate Exhibit A-8 A-M-3 Form of Class X-BP M-3 Certificate Exhibit A-9 A-M-4 Form of Class X-B M-4 Certificate Exhibit A-10 A-M-5 Form of Class X-D M-5 Certificate Exhibit A-11 A-M-6 Form of Class M-6 Certificate Exhibit A-S Certificate Exhibit A-12 M-7 Form of Class B M-7 Certificate Exhibit A-13 A-M-8 Form of Class C M-8 Certificate Exhibit A-14 A-M-9 Form of Class D M-9 Certificate Exhibit A-15 A-M-10 Form of Class E-RR M-10 Certificate Exhibit A-16 A-CE Form of Class F-RR CE Certificate Exhibit A-17 A-P Form of Class G-RR P Certificate Exhibit A-18 Form of Class HA-RR Certificate Exhibit A-19 R Form of Class R Certificate Exhibit A-R-X Form of Class R-X Certificate Exhibit B Form of Lost Note Affidavit Exhibit C-1 Form of Trustee's Initial Certification Exhibit C-2 Form of Trustee's Final Certification Exhibit C-3 Form of Trustee's Receipt of Mortgage Note Exhibit D Form of Mortgage Loan Schedule Exhibit C Form of Investment Representation Letter Exhibit D-1 Form of Transferee Affidavit Exhibit D-2 Form of Transferor Letter Exhibit D-3 Form of Transferee Certificate for Transfers of the HRR Certificates Exhibit D-4 Form of Transferor Certificate for Transfers of the HRR Certificates Exhibit D-5 Form of Request of Sponsor Consent for Release of the HRR Certificates Purchase Agreement Exhibit E Form of Request for Release Exhibit F-1 Form of ERISA Transferor Representation Letter regarding ERISA Restricted and Form of Transferee Representation Letter in Connection with Transfer of Class CE and Class P Certificates Pursuant to Rule 144A Under the 1933 Act Exhibit F-2 Form of ERISA Representation Letter regarding Class R Transfer Affidavit and Agreement and Form of Transferor Affidavit in Connection with Transfer of Residual Certificates Exhibit G Form of Distribution Date Statement Certification with respect to ERISA and the Code Exhibit H Supplemental Servicer Schedule Form of Interest Rate Swap Agreement Exhibit I Form of Transfer Certificate for Rule 144A Book-Entry Certificate to Temporary Regulation S Book-Entry Certificate during Restricted Period Loss Mitigation Action Plan Exhibit J Form of Transfer Certificate for Rule 144A Book-Entry Certificate to Regulation S Book-Entry Certificate after Restricted Period Exhibit K Form of Transfer Certificate for Temporary Regulation S Book-Entry Certificate to Rule 144A Book-Entry Certificate during Restricted Period Exhibit L Form of Transfer Certificate for Temporary Regulation S Book-Entry Certificate to Regulation S Book-Entry Certificate after Restricted Period Exhibit M Form of Transfer Certificate for Non-Book Entry Certificate to Temporary Regulation S Book-Entry Certificate Exhibit N Form of Transfer Certificate for Non-Book Entry Certificate to Regulation S Book-Entry Certificate Exhibit O Form of Transfer Certificate for Non-Book Entry Certificate to Rule 144A Book-Entry Certificate Exhibit P-1A Form of Investor Certification for Non-Borrower Party (for Persons other than the Directing Holder, the Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1B Form of Investor Certification for Non-Borrower Party (for the Directing Holder, Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1C Form of Investor Certification for Borrower Party (for Persons other than the Directing Holder, Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1D Form of Investor Certification for Borrower Party (for the Directing Holder, Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1E Form of Notice of Excluded Controlling Class Holder Exhibit P-1F Form of Notice of Excluded Controlling Class Holder to Certificate Administrator Exhibit P-1G J-1 Form of Certification of to Be Provided to Depositor by the Controlling Class Representative Trustee Exhibit P-2 J-2 Form of Certification for NRSROs Exhibit P-3 Online Market Data Provider Certification Exhibit Q Custodian Certification/Exception Report Exhibit R-1 Form of Power of Attorney to Be Provided by Trustee for Master Servicer Exhibit R-2 Form of Power of Attorney by Trustee for Special Servicer Exhibit S Initial Companion Holders, Initial Class Majority Certificateholder Exhibit T Form of Notice Relating to the Non-Serviced Mortgage Loans Exhibit U Form of Notice and Certification Regarding Defeasance of Mortgage Loan Exhibit V Form of Operating Advisor Annual Report Exhibit W Form of Notice from Operating Advisor Recommending Replacement of the Special Servicer Exhibit X Form of Confidentiality Agreement Exhibit Y Form Certification to be Provided Depositor with Form 10-K Exhibit Z-1 Form of Certification to be Provided to Depositor by Certificate Administrator K [Reserved] Exhibit Z-2 Form of Certification to be Provided to Depositor by Master Servicer L [Reserved] Exhibit Z-3 Form of Certification to be Provided to Depositor by Special Servicer Exhibit Z-4 Form of Certification to be Provided to Depositor by Trustee Exhibit Z-5 Form of Certification to be Provided to Depositor by Operating Advisor Exhibit Z-6 Form of Certification to be Provided to Depositor by Custodian Exhibit Z-7 Form of Certification to be Provided to Depositor by Asset Representations Reviewer Exhibit AA Servicing Criteria to be Addressed in Assessment M Annual Statement of Compliance Exhibit BB Additional Form 10-D Disclosure Exhibit CC Additional Form 10-K Disclosure Exhibit DD Form 8-K Disclosure Information Exhibit EE Additional Disclosure Notification Exhibit FF Initial Sub-Servicers Exhibit GG pursuant to Section 3.19 Schedule 1 Mortgage Loan Schedule Schedule 2 Prepayment Charge Schedule This Pooling and Servicing Function Participants Exhibit HH Form of Annual Compliance Statement Exhibit II Form of Report on Assessment of Compliance with Servicing Criteria Exhibit JJ CREFC® Payment Information Exhibit KK Form of Notice of Additional Indebtedness Notification Exhibit LL Additional Disclosure Notification (Accounts) Exhibit MM Form of Notice of Purchase of Controlling Class Certificate Exhibit NN Form of Asset Review Report by the Asset Representations Reviewer Exhibit OO Form of Asset Review Report Summary Exhibit PP Asset Review Procedures Exhibit QQ Form of Certification to Certificate Administrator Requesting Access to Secure Data Room Exhibit RR Form of Notice Agreement, is dated and effective as of [Additional Delinquent Mortgage Loan][Cessation of Delinquent Mortgage Loan][Cessation of Asset Review Trigger] Exhibit SS Form of Certificate Administrator Receipt of the HRR Certificates Exhibit TT Form of Certificate Administrator Receipt of the HRR Certificates Upon Transfer_], among PARK PLACE SECURITIES, INC., as Depositor, [__________], as Master Servicer, and [__________], as Trustee.

Exhibits. Exhibit A-1 Form of Class A-1 Certificate [I]-A-[1][2][3][4] Certificates Exhibit A-2 Form of Class A-2 Certificate II-[1-A] [2-A-1A][2-A-1B][2-A-2][2-A-3][2-A-4A][2-A-4B] Certificates Exhibit A-3 Form of Class A-3 Certificate I-M-[1][2][3] Certificates Exhibit A-4 Form of Class A-4 Certificate II-M-[1][2][3][4][5][6][7][8] Certificates Exhibit A-5 Form of Class A-AB Certificate [I][II]-P Certificates Exhibit A-6 Form of Class A-BP Certificate [I][II]-X Certificates Exhibit A-7 Form of Class [I][II]-[R][R-X-A Certificate Exhibit A-8 Form of Class X-BP Certificate Exhibit A-9 Form of Class X-B Certificate Exhibit A-10 Form of Class X-D Certificate Exhibit A-11 Form of Class A-S Certificate Exhibit A-12 Form of Class B Certificate Exhibit A-13 Form of Class C Certificate Exhibit A-14 Form of Class D Certificate Exhibit A-15 Form of Class E-RR Certificate Exhibit A-16 Form of Class F-RR Certificate Exhibit A-17 Form of Class G-RR Certificate Exhibit A-18 Form of Class H-RR Certificate Exhibit A-19 Form of Class R Certificate ] Certificates Exhibit B Mortgage Loan Schedule Exhibit C Form of Investment Representation Letter Mortgage Loan Purchase Agreement Exhibit D-1 D Form of Transferee Transfer Affidavit Exhibit D-2 Form of Transferor Letter Exhibit D-3 Form of Transferee Certificate for Transfers of the HRR Certificates Exhibit D-4 E Form of Transferor Certificate for Transfers of the HRR Certificates Exhibit D-5 F Form of Request of Sponsor Consent for Release of the HRR Certificates Exhibit E Form of Request for Release Exhibit F-1 Form of ERISA Representation Investment Letter regarding ERISA Restricted Certificates Exhibit F-2 Form of ERISA Representation Letter regarding Class R Certificates (Non-Rule 144A) Exhibit G Form of Distribution Date Statement Rule 144A Investment Letter Exhibit H Supplemental Servicer Schedule Form of Additional Disclosure Notification Exhibit I Form DTC Letter of Transfer Certificate for Rule 144A Book-Entry Certificate to Temporary Regulation S Book-Entry Certificate during Restricted Period Representations Exhibit J Form Schedule of Transfer Certificate for Rule 144A Book-Entry Certificate to Regulation S Book-Entry Certificate after Restricted Period Mortgage Loans with Lost Notes Exhibit K Form Appendix E of Transfer Certificate for Temporary Regulation S Book-Entry Certificate to Rule 144A Book-Entry Certificate during Restricted Period the Standard & Poor's Glossary For File Format For LEVELS® Version 5.7 Revised Exhibit L Form of Transfer Certificate for Temporary Regulation S Book-Entry Certificate to Regulation S Book-Entry Certificate after Restricted Period Relevant Servicing Criteria Exhibit M Form of Transfer Certificate for NonBack-Book Entry Certificate to Temporary Regulation S Book-Entry Certificate Up Certification Exhibit N Reporting Responsibility Exhibit O Cap Contracts Exhibit P Interest Rate Swap Agreements Exhibit Q Assignment, Assumption and Recognition Agreement Exhibit R Prepayment Charge Schedule Exhibit X-1 Form of Transfer Certificate for Non-Book Entry Certificate to Regulation S Book-Entry Certificate Schedule of Default Loan Data Exhibit O X-2 Standard File Layout - Delinquency Reporting Exhibit X-3 Form of Transfer Certificate for Non-Book Entry Certificate to Rule 144A Book-Entry Certificate Exhibit P-1A Form Schedule of Investor Certification for Non-Borrower Party Realized Losses/Gains Schedule One Final Maturity Reserve Schedule POOLING AND SERVICING AGREEMENT, dated as of January 1, 2007, among NOMURA HOME EQUITY LOAN, INC., a Delaware corporation, as depositor (for Persons other than the Directing Holder“Depositor”), NOMURA CREDIT & CAPITAL, INC., a Delaware corporation, as seller (in such capacity, the Controlling Class Representative and/or “Sponsor”), XXXXX FARGO BANK, NATIONAL ASSOCIATION, a Controlling Class Certificateholdernational banking association, as master servicer (the “Master Servicer”) Exhibit P-1B Form of Investor Certification for Non-Borrower Party and as securities administrator (for the Directing Holder“Securities Administrator”), Controlling Class Representative and/or GMAC MORTGAGE, LLC, a Controlling Class CertificateholderDelaware limited liability company corporation, as a servicer (a “Servicer” or “GMACM”) Exhibit P-1C Form of Investor Certification for Borrower Party and HSBC BANK, USA, NATIONAL ASSOCIATION, a national banking association, not in its individual capacity, but solely as trustee (for Persons other than the Directing Holder, Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1D Form of Investor Certification for Borrower Party (for the Directing Holder, Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1E Form of Notice of Excluded Controlling Class Holder Exhibit P-1F Form of Notice of Excluded Controlling Class Holder to Certificate Administrator Exhibit P-1G Form of Certification of the Controlling Class Representative Exhibit P-2 Form of Certification for NRSROs Exhibit P-3 Online Market Data Provider Certification Exhibit Q Custodian Certification/Exception Report Exhibit R-1 Form of Power of Attorney by Trustee for Master Servicer Exhibit R-2 Form of Power of Attorney by Trustee for Special Servicer Exhibit S Initial Companion Holders, Initial Class Majority Certificateholder Exhibit T Form of Notice Relating to the Non-Serviced Mortgage Loans Exhibit U Form of Notice and Certification Regarding Defeasance of Mortgage Loan Exhibit V Form of Operating Advisor Annual Report Exhibit W Form of Notice from Operating Advisor Recommending Replacement of the Special Servicer Exhibit X Form of Confidentiality Agreement Exhibit Y Form Certification to be Provided with Form 10-K Exhibit Z-1 Form of Certification to be Provided to Depositor by Certificate Administrator Exhibit Z-2 Form of Certification to be Provided to Depositor by Master Servicer Exhibit Z-3 Form of Certification to be Provided to Depositor by Special Servicer Exhibit Z-4 Form of Certification to be Provided to Depositor by Trustee Exhibit Z-5 Form of Certification to be Provided to Depositor by Operating Advisor Exhibit Z-6 Form of Certification to be Provided to Depositor by Custodian Exhibit Z-7 Form of Certification to be Provided to Depositor by Asset Representations Reviewer Exhibit AA Servicing Criteria to be Addressed in Assessment of Compliance Exhibit BB Additional Form 10-D Disclosure Exhibit CC Additional Form 10-K Disclosure Exhibit DD Form 8-K Disclosure Information Exhibit EE Additional Disclosure Notification Exhibit FF Initial Sub-Servicers Exhibit GG Servicing Function Participants Exhibit HH Form of Annual Compliance Statement Exhibit II Form of Report on Assessment of Compliance with Servicing Criteria Exhibit JJ CREFC® Payment Information Exhibit KK Form of Notice of Additional Indebtedness Notification Exhibit LL Additional Disclosure Notification (Accounts) Exhibit MM Form of Notice of Purchase of Controlling Class Certificate Exhibit NN Form of Asset Review Report by the Asset Representations Reviewer Exhibit OO Form of Asset Review Report Summary Exhibit PP Asset Review Procedures Exhibit QQ Form of Certification to Certificate Administrator Requesting Access to Secure Data Room Exhibit RR Form of Notice of [Additional Delinquent Mortgage Loan][Cessation of Delinquent Mortgage Loan][Cessation of Asset Review Trigger] Exhibit SS Form of Certificate Administrator Receipt of the HRR Certificates Exhibit TT Form of Certificate Administrator Receipt of the HRR Certificates Upon Transfer“Trustee”).

Exhibits. Exhibit A-1 Form of Class I-A-1 Certificate Certificates Exhibit A-2 Form of Class A-2 Certificate II-A-1 Certificates Exhibit A-3 Form of Class A-3 Certificate II-A-2 Certificates Exhibit A-4 Form of Class A-4 Certificate II-A-3 Certificates Exhibit A-5 Form of Class AII-AB Certificate A-4 Certificates Exhibit A-6 A-5 Form of Class A-BP Certificate C Certificates Exhibit A-7 Form of Class X-A Certificate P Certificates Exhibit A-8 Form of Class X-BP Certificate R Certificates Exhibit A-9 Form of Class XR-X Certificates Exhibit B Certificate Exhibit A-10 Form of Class X-D Certificate Pool Policy Exhibit A-11 C Form of Class A-S Certificate Mortgage Loan Purchase Agreement Exhibit A-12 Form of Class B Certificate Exhibit A-13 Form of Class C Certificate Exhibit A-14 Form of Class D Certificate Exhibit A-15 Form of Class E-RR Certificate Exhibit A-16 Form of Class F-RR Certificate Exhibit A-17 Form of Class G-RR Certificate Exhibit A-18 Form of Class H-RR Certificate Exhibit A-19 Form of Class R Certificate Exhibit B Mortgage Loan Schedule Exhibit C Form of Investment Representation Letter Exhibit D-1 Form of Transferee Affidavit Exhibit D-2 Form of Transferor Letter Exhibit D-3 Form of Transferee Certificate for Transfers of the HRR Certificates Exhibit D-4 Form of Transferor Certificate for Transfers of the HRR Certificates Exhibit D-5 Form of Request of Sponsor Consent for Release of the HRR Certificates Exhibit E Form of Request for Release Exhibit F-1 Form of ERISA Representation Letter regarding ERISA Restricted Certificates Custodian’s Initial Certification Exhibit F-2 Form of Custodian’s Final Certification Exhibit F-3 Form of Receipt of Mortgage Note Exhibit G Loss Mitigation Procedures Exhibit H Form of Lost Note Affidavit Exhibit I Form of Interest Rate Swap Agreement Exhibit J Form of Investment Letter Exhibit K Form of Residual Certificates Transfer Affidavit Exhibit L Form of Transferor Certificate Exhibit M Form of ERISA Representation Letter regarding Class R Certificates Exhibit G Form of Distribution Date Statement Exhibit H Supplemental Servicer Schedule Exhibit I Form of Transfer Certificate for Rule 144A Book-Entry Certificate to Temporary Regulation S Book-Entry Certificate during Restricted Period Exhibit J Form of Transfer Certificate for Rule 144A Book-Entry Certificate to Regulation S Book-Entry Certificate after Restricted Period Exhibit K Form of Transfer Certificate for Temporary Regulation S Book-Entry Certificate to Rule 144A Book-Entry Certificate during Restricted Period Exhibit L Form of Transfer Certificate for Temporary Regulation S Book-Entry Certificate to Regulation S Book-Entry Certificate after Restricted Period Exhibit M Form of Transfer Certificate for Non-Book Entry Certificate to Temporary Regulation S Book-Entry Certificate Exhibit N Form of Transfer Certificate for Non-Book Entry Certificate to Regulation S Book-Entry Certificate Swap Administration Agreement Exhibit O Form of Transfer Certificate for Non-Book Entry Certificate to Rule 144A Book-Entry Certificate Remittance Report Exhibit P-1A P Form of Investor Certification for Non-Borrower Party (for Persons other than the Directing Holder, the Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1B Form of Investor Certification for Non-Borrower Party (for the Directing Holder, Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1C Form of Investor Certification for Borrower Party (for Persons other than the Directing Holder, Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1D Form of Investor Certification for Borrower Party (for the Directing Holder, Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1E Form of Notice of Excluded Controlling Class Holder Exhibit P-1F Form of Notice of Excluded Controlling Class Holder to Certificate Administrator Exhibit P-1G Form of Certification of the Controlling Class Representative Exhibit P-2 Form of Certification for NRSROs Exhibit P-3 Online Market Data Provider Certification Financial Guaranty Insurance Policy Exhibit Q Custodian Certification/Exception Report [Reserved] Exhibit R-1 Form of Power of Attorney by Trustee for Master Servicer Exhibit R-2 Form of Power of Attorney by Trustee for Special Servicer Exhibit S Initial Companion Holders, Initial Class Majority Certificateholder Exhibit T Form of Notice Relating to the Non-Serviced Mortgage Loans Exhibit U Form of Notice and Certification Regarding Defeasance of Mortgage Loan Exhibit V Form of Operating Advisor Annual Report Exhibit W Form of Notice from Operating Advisor Recommending Replacement of the Special Servicer Exhibit X Form of Confidentiality Agreement Exhibit Y Form Certification to be Be Provided by the Depositor with Form 10-K Exhibit Z-1 R-2 Form of Certification to be Be Provided to Depositor by Certificate the Trust Administrator Exhibit Z-2 R-3 Form of Certification to be Be Provided to the Depositor by the Master Servicer Exhibit Z-3 Form of Certification to be Provided to Depositor by Special Servicer Exhibit Z-4 Form of Certification to be Provided to Depositor by Trustee Exhibit Z-5 Form of Certification to be Provided to Depositor by Operating Advisor Exhibit Z-6 Form of Certification to be Provided to Depositor by Custodian Exhibit Z-7 Form of Certification to be Provided to Depositor by Asset Representations Reviewer Exhibit AA S Servicing Criteria to be Be Addressed in Assessment of Compliance Exhibit BB Additional T Form 10-D Disclosure Exhibit CC Additional D, Form 8-K and Form 10-K Disclosure Reporting Responsibility Exhibit DD Form 8-K Disclosure Information Exhibit EE U Additional Disclosure Notification Exhibit FF Initial Sub-Servicers Exhibit GG Schedule I Prepayment Charge Schedule This Pooling and Servicing Function Participants Exhibit HH Form Agreement is dated as of Annual Compliance Statement Exhibit II Form of Report on Assessment of Compliance with Servicing Criteria Exhibit JJ CREFC® Payment Information Exhibit KK Form of Notice of Additional Indebtedness Notification Exhibit LL Additional Disclosure Notification April 1, 2007 (Accountsthe “Agreement”), among OPTION ONE MORTGAGE ACCEPTANCE CORPORATION, as depositor (the “Depositor”), OPTION ONE MORTGAGE CORPORATION, as Servicer (the “Servicer”), HSBC BANK USA, NATIONAL ASSOCIATION, as Trustee (the “Trustee”) Exhibit MM Form of Notice of Purchase of Controlling Class Certificate Exhibit NN Form of Asset Review Report by and WXXXX FARGO BANK, N.A., as Master Servicer and Trust Administrator (the Asset Representations Reviewer Exhibit OO Form of Asset Review Report Summary Exhibit PP Asset Review Procedures Exhibit QQ Form of Certification to Certificate Administrator Requesting Access to Secure Data Room Exhibit RR Form of Notice of [Additional Delinquent Mortgage Loan][Cessation of Delinquent Mortgage Loan][Cessation of Asset Review Trigger] Exhibit SS Form of Certificate Administrator Receipt of “Master Servicer” and the HRR Certificates Exhibit TT Form of Certificate Administrator Receipt of the HRR Certificates Upon Transfer“Trust Administrator”, as applicable).

Exhibits. Exhibit A-1 Form of Class A-1 1-A1A Certificate Exhibit A-2 Form of Class A-2 1-A2A Certificate Exhibit A-3 Form of Class A-3 Certificate 1-A12B Certificates Exhibit A-4 Form of Class A-4 1-12IO Certificate Exhibit A-5 Form of Class A1-AB A3A Certificate Exhibit A-6 Form of Class A1-BP A3B Certificate Exhibit A-7 Form of Class X1-A 3IO Certificate Exhibit A-8 Form of Class X1-BP B1 Certificate Exhibit A-9 Form of Class X1-B B2 Certificate Exhibit A-10 Form of Class X1-D B3 Certificate Exhibit A-11 Form of Class A1-S B4 Certificate Exhibit A-12 Form of Class B 1-B5 Certificate Exhibit A-13 Form of Class C 1-B6 Certificate Exhibit A-14 Form of Class D 1-R Certificate Exhibit A-15 Form of Class E2-RR A1A Certificate Exhibit A-16 Form of Class F2-RR A2A Certificate Exhibit A-17 Form of Class G2-RR AB Certificate Exhibit A-18 Form of Class H2-RR AIO Certificate Exhibit A-19 Form of Class 2-BIO Certificate Exhibit A-20 Form of Class 2-B1 Certificate Exhibit A-21 Form of Class 2-B2 Certificate Exhibit A-22 Form of Class 2-B3 Certificate Exhibit A-23 Form of Class 2-B4 Certificate Exhibit A-24 Form of Class 2-B5 Certificate Exhibit A-25 Form of Class 2-B6 Certificate Exhibit A-26 Form of Class 2-R Certificate Exhibit B Mortgage Loan Schedule Exhibit C Form of Investment Representation Letter Exhibit D-1 10-D, Form of Transferee Affidavit Exhibit D-2 Form of Transferor Letter Exhibit D-3 Form of Transferee Certificate for Transfers of the HRR Certificates Exhibit D-4 Form of Transferor Certificate for Transfers of the HRR Certificates Exhibit D-5 Form of Request of Sponsor Consent for Release of the HRR Certificates Exhibit E Form of Request for Release Exhibit F-1 Form of ERISA Representation Letter regarding ERISA Restricted Certificates Exhibit F-2 Form of ERISA Representation Letter regarding Class R Certificates Exhibit G Form of Distribution Date Statement Exhibit H Supplemental Servicer Schedule Exhibit I Form of Transfer Certificate for Rule 144A Book8-Entry Certificate to Temporary Regulation S Book-Entry Certificate during Restricted Period Exhibit J Form of Transfer Certificate for Rule 144A Book-Entry Certificate to Regulation S Book-Entry Certificate after Restricted Period Exhibit K Form of Transfer Certificate for Temporary Regulation S Book-Entry Certificate to Rule 144A Book-Entry Certificate during Restricted Period Exhibit L Form of Transfer Certificate for Temporary Regulation S Book-Entry Certificate to Regulation S Book-Entry Certificate after Restricted Period Exhibit M Form of Transfer Certificate for Non-Book Entry Certificate to Temporary Regulation S Book-Entry Certificate Exhibit N Form of Transfer Certificate for Non-Book Entry Certificate to Regulation S Book-Entry Certificate Exhibit O Form of Transfer Certificate for Non-Book Entry Certificate to Rule 144A Book-Entry Certificate Exhibit P-1A Form of Investor Certification for Non-Borrower Party (for Persons other than the Directing Holder, the Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1B Form of Investor Certification for Non-Borrower Party (for the Directing Holder, Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1C Form of Investor Certification for Borrower Party (for Persons other than the Directing Holder, Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1D Form of Investor Certification for Borrower Party (for the Directing Holder, Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1E Form of Notice of Excluded Controlling Class Holder Exhibit P-1F Form of Notice of Excluded Controlling Class Holder to Certificate Administrator Exhibit P-1G Form of Certification of the Controlling Class Representative Exhibit P-2 Form of Certification for NRSROs Exhibit P-3 Online Market Data Provider Certification Exhibit Q Custodian Certification/Exception Report Exhibit R-1 Form of Power of Attorney by Trustee for Master Servicer Exhibit R-2 Form of Power of Attorney by Trustee for Special Servicer Exhibit S Initial Companion Holders, Initial Class Majority Certificateholder Exhibit T Form of Notice Relating to the Non-Serviced Mortgage Loans Exhibit U Form of Notice and Certification Regarding Defeasance of Mortgage Loan Exhibit V Form of Operating Advisor Annual Report Exhibit W Form of Notice from Operating Advisor Recommending Replacement of the Special Servicer Exhibit X Form of Confidentiality Agreement Exhibit Y Form Certification to be Provided with Form 10-K Reporting Responsibility Exhibit Z-1 Form of Certification to be Provided to Depositor by Certificate Administrator Exhibit Z-2 Form of Certification to be Provided to Depositor by Master Servicer Exhibit Z-3 Form of Certification to be Provided to Depositor by Special Servicer Exhibit Z-4 Form of Certification to be Provided to Depositor by Trustee Exhibit Z-5 Form of Certification to be Provided to Depositor by Operating Advisor Exhibit Z-6 Form of Certification to be Provided to Depositor by Custodian Exhibit Z-7 Form of Certification to be Provided to Depositor by Asset Representations Reviewer Exhibit AA C Servicing Criteria to be Addressed in Assessment of Compliance Exhibit BB Additional Form 10-D Disclosure Exhibit CC Additional Form 10-K Disclosure Exhibit DD Form 8-K Disclosure Information Exhibit EE Additional Disclosure Notification Exhibit FF Initial Sub-Servicers Exhibit GG Servicing Function Participants Exhibit HH Form of Annual Compliance Statement Mortgage Loan Purchase Agreement Exhibit II E Request for Release Exhibit F-1 Form of Report on Assessment of Compliance with Servicing Criteria Exhibit JJ CREFC® Payment Information Exhibit KK Transferor Representation Letter and Form of Notice Transferee Representation Letter in Connection with Transfer of Additional Indebtedness Notification the Private Certificates Pursuant to Rule 144A Under the 1933 Act Exhibit LL Additional Disclosure Notification (Accounts) Exhibit MM F-2 Form of Notice of Purchase of Controlling Class Certificate Exhibit NN Transfer Affidavit and Agreement and Form of Asset Review Report by the Asset Representations Reviewer Transferor Affidavit in Connection with Transfer of Residual Certificates Exhibit OO Form of Asset Review Report Summary Exhibit PP Asset Review Procedures Exhibit QQ G Form of Certification with respect to Certificate Administrator Requesting Access to Secure Data Room ERISA and the Code Exhibit RR H Form of Notice of [Additional Delinquent Mortgage Loan][Cessation of Delinquent Mortgage Loan][Cessation of Asset Review Trigger] Master Servicer Certification Exhibit SS I Form of Back-up Certification Schedule 1 Mortgage Loan Schedule This Pooling and Servicing Agreement, is dated and effective as of March 1, 2007, among CITIGROUP MORTGAGE LOAN TRUST INC., as Depositor, CITIMORTGAGE, INC., as Master Servicer and Trust Administrator, CITIBANK, N.A. as Paying Agent, Certificate Administrator Receipt Registrar and Authenticating Agent and U.S. BANK NATIONAL ASSOCIATION, as Trustee. PRELIMINARY STATEMENT: The Depositor intends to sell pass-through certificates to be issued hereunder in multiple classes, which in the aggregate will evidence the entire beneficial ownership interest in each REMIC (as defined herein) created hereunder. The Trust Fund will consist of a segregated pool of assets comprised of the HRR Certificates Exhibit TT Form Mortgage Loans and certain other related assets subject to this Agreement. As provided herein, the Trust Administrator will elect to treat the segregated pool of Certificate Administrator Receipt assets consisting of the HRR Certificates Upon TransferGroup 1 Mortgage Loans and certain other related assets subject to this Agreement as a REMIC (as defined herein) for federal income tax purposes, and such segregated pool of assets will be designated as “REMIC I-A”. The Class R-IA Residual Interest will be the sole class of “residual interests” in REMIC I-A for purposes of the REMIC Provisions (as defined herein). The following table irrevocably sets forth the designation, the REMIC I-A Remittance Rate, the initial Uncertificated Balance and, for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the “latest possible maturity date” for each of the REMIC I-A Regular Interests (as defined herein). None of the REMIC I-A Regular Interests will be certificated. Designation REMIC I-A Remittance Rate(2) Initial Uncertificated Balance Latest Possible Maturity Date(1) LT-1A Variable $ 1,996,728.13 [month year] LT-1B Variable $ 31,948,238.13 [month year] LT-2A Variable $ 2,387,085.88 [month year] LT-2B Variable $ 38,193,285.88 [month year] LT-3A Variable $ 372,806.54 [month year] LT-3B Variable $ 5,965,106.54 [month year] LT-ZZZ Variable $ 680,202,953.89 [month year] LT-R Variable $ 100.54 [month year]

Exhibits. Exhibit A-1 Form of Class A-1 1-A1A Certificate Exhibit A-2 Form of Class A-2 1-A1B Certificate Exhibit A-3 Form of Class A-3 1-A2A Certificate Exhibit A-4 Form of Class A-4 1-A2B Certificate Exhibit A-5 Form of Class A1-AB 2IO Certificate Exhibit A-6 Form of Class A1-BP A3A Certificate Exhibit A-7 Form of Class X1-A A3B Certificate Exhibit A-8 Form of Class X1-BP B1 Certificate Exhibit A-9 Form of Class X1-B B2 Certificate Exhibit A-10 Form of Class X1-D B3 Certificate Exhibit A-11 Form of Class A1-S B4 Certificate Exhibit A-12 Form of Class B 1-B5 Certificate Exhibit A-13 Form of Class C 1-B6 Certificate Exhibit A-14 Form of Class D 1-R Certificate Exhibit A-15 Form of Class E1-RR P Certificate Exhibit A-16 Form of Class F2-RR A1A Certificate Exhibit A-17 Form of Class G2-RR A1B Certificate Exhibit A-18 Form of Class H2-RR B1 Certificate Exhibit A-19 Form of Class 2-B2 Certificate Exhibit A-20 Form of Class 2-B3 Certificate Exhibit A-21 Form of Class 2-B4 Certificate Exhibit A-22 Form of Class 2-B5 Certificate Exhibit A-23 Form of Class 2-B6 Certificate Exhibit A-24 Form of Class 2-R Certificate Exhibit B Mortgage Loan Schedule Exhibit C Form of Investment Representation Letter Exhibit D-1 10-D, Form of Transferee Affidavit Exhibit D-2 Form of Transferor Letter Exhibit D-3 Form of Transferee Certificate for Transfers of the HRR Certificates Exhibit D-4 Form of Transferor Certificate for Transfers of the HRR Certificates Exhibit D-5 Form of Request of Sponsor Consent for Release of the HRR Certificates Exhibit E Form of Request for Release Exhibit F-1 Form of ERISA Representation Letter regarding ERISA Restricted Certificates Exhibit F-2 Form of ERISA Representation Letter regarding Class R Certificates Exhibit G Form of Distribution Date Statement Exhibit H Supplemental Servicer Schedule Exhibit I Form of Transfer Certificate for Rule 144A Book8-Entry Certificate to Temporary Regulation S Book-Entry Certificate during Restricted Period Exhibit J Form of Transfer Certificate for Rule 144A Book-Entry Certificate to Regulation S Book-Entry Certificate after Restricted Period Exhibit K Form of Transfer Certificate for Temporary Regulation S Book-Entry Certificate to Rule 144A Book-Entry Certificate during Restricted Period Exhibit L Form of Transfer Certificate for Temporary Regulation S Book-Entry Certificate to Regulation S Book-Entry Certificate after Restricted Period Exhibit M Form of Transfer Certificate for Non-Book Entry Certificate to Temporary Regulation S Book-Entry Certificate Exhibit N Form of Transfer Certificate for Non-Book Entry Certificate to Regulation S Book-Entry Certificate Exhibit O Form of Transfer Certificate for Non-Book Entry Certificate to Rule 144A Book-Entry Certificate Exhibit P-1A Form of Investor Certification for Non-Borrower Party (for Persons other than the Directing Holder, the Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1B Form of Investor Certification for Non-Borrower Party (for the Directing Holder, Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1C Form of Investor Certification for Borrower Party (for Persons other than the Directing Holder, Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1D Form of Investor Certification for Borrower Party (for the Directing Holder, Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1E Form of Notice of Excluded Controlling Class Holder Exhibit P-1F Form of Notice of Excluded Controlling Class Holder to Certificate Administrator Exhibit P-1G Form of Certification of the Controlling Class Representative Exhibit P-2 Form of Certification for NRSROs Exhibit P-3 Online Market Data Provider Certification Exhibit Q Custodian Certification/Exception Report Exhibit R-1 Form of Power of Attorney by Trustee for Master Servicer Exhibit R-2 Form of Power of Attorney by Trustee for Special Servicer Exhibit S Initial Companion Holders, Initial Class Majority Certificateholder Exhibit T Form of Notice Relating to the Non-Serviced Mortgage Loans Exhibit U Form of Notice and Certification Regarding Defeasance of Mortgage Loan Exhibit V Form of Operating Advisor Annual Report Exhibit W Form of Notice from Operating Advisor Recommending Replacement of the Special Servicer Exhibit X Form of Confidentiality Agreement Exhibit Y Form Certification to be Provided with Form 10-K Reporting Responsibility Exhibit Z-1 Form of Certification to be Provided to Depositor by Certificate Administrator Exhibit Z-2 Form of Certification to be Provided to Depositor by Master Servicer Exhibit Z-3 Form of Certification to be Provided to Depositor by Special Servicer Exhibit Z-4 Form of Certification to be Provided to Depositor by Trustee Exhibit Z-5 Form of Certification to be Provided to Depositor by Operating Advisor Exhibit Z-6 Form of Certification to be Provided to Depositor by Custodian Exhibit Z-7 Form of Certification to be Provided to Depositor by Asset Representations Reviewer Exhibit AA C Servicing Criteria to be Addressed in Assessment of Compliance Exhibit BB Additional Form 10-D Disclosure Exhibit CC Additional Form 10-K Disclosure Exhibit DD Form 8-K Disclosure Information Exhibit EE Additional Disclosure Notification Exhibit FF Initial Sub-Servicers Exhibit GG Servicing Function Participants Exhibit HH Form of Annual Compliance Statement Mortgage Loan Purchase Agreement Exhibit II E Request for Release Exhibit F-1 Form of Report on Assessment of Compliance with Servicing Criteria Exhibit JJ CREFC® Payment Information Exhibit KK Transferor Representation Letter and Form of Notice Transferee Representation Letter in Connection with Transfer of Additional Indebtedness Notification the Private Certificates Pursuant to Rule 144A Under the 1933 Act Exhibit LL Additional Disclosure Notification (Accounts) Exhibit MM F-2 Form of Notice of Purchase of Controlling Class Certificate Exhibit NN Transfer Affidavit and Agreement and Form of Asset Review Report by the Asset Representations Reviewer Transferor Affidavit in Connection with Transfer of Residual Certificates Exhibit OO Form of Asset Review Report Summary Exhibit PP Asset Review Procedures Exhibit QQ G Form of Certification with respect to Certificate Administrator Requesting Access to Secure Data Room ERISA and the Code Exhibit RR H Form of Notice of [Additional Delinquent Mortgage Loan][Cessation of Delinquent Mortgage Loan][Cessation of Asset Review Trigger] Master Servicer Certification Exhibit SS I Form of Back-up Certification Schedule 1 Mortgage Loan Schedule This Pooling and Servicing Agreement, is dated and effective as of July 1. 2007, among CITIGROUP MORTGAGE LOAN TRUST INC., as Depositor, CITIMORTGAGE, INC., as Master Servicer and Trust Administrator, CITIBANK, N.A. as Paying Agent, Certificate Administrator Receipt Registrar and Authenticating Agent and U.S. BANK NATIONAL ASSOCIATION, as Trustee. PRELIMINARY STATEMENT: The Depositor intends to sell pass-through certificates to be issued hereunder in multiple classes, which in the aggregate will evidence the entire beneficial ownership interest in each REMIC (as defined herein) created hereunder. The Trust Fund will consist of a segregated pool of assets comprised of the HRR Certificates Exhibit TT Form Mortgage Loans and certain other related assets subject to this Agreement. As provided herein, the Trust Administrator will elect to treat the segregated pool of Certificate Administrator Receipt assets consisting of the HRR Certificates Upon TransferGroup 1 Mortgage Loans and certain other related assets subject to this Agreement as a REMIC (as defined herein) for federal income tax purposes, and such segregated pool of assets will be designated as “REMIC I-A”. The Class R-IA Residual Interest will be the sole class of “residual interests” in REMIC I-A for purposes of the REMIC Provisions (as defined herein). The following table irrevocably sets forth the designation, the REMIC I-A Remittance Rate, the initial Uncertificated Balance and, for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the “latest possible maturity date” for each of the REMIC I-A Regular Interests (as defined herein). None of the REMIC I-A Regular Interests will be certificated. Designation REMIC I-A Remittance Rate Initial Uncertificated Balance Latest Possible Maturity Date(1) LT-1A (2) $ 1,555,706.09 August 2037 LT-1B (2) $ 30,208,223.80 August 2037 LT-2A (2) $ 202,149.07 August 2037 LT-2B (2) $ 3,925,950.07 August 2037 LT-3A (2) $ 270,646.77 August 2037 LT-3B (2) $ 5,255,556.77 August 2037 LT-ZZ (2) $ 352,478,873.43 August 2000 XX-X (2) $ 100.00 August 2037 LT-R (2) $ 100.39 August 2037

Exhibits. Exhibit A-1 - Form of Class A-1 Certificate I-A Certificates Exhibit A-2 - Form of Class A-2 Certificate I-M Certificates Exhibit A-3 - Form of Class A-3 Certificate I-B-1 Certificates and Class I-B-2 Certificates Exhibit A-4 - Form of Class A-4 Certificate I-B-3 Certificates Exhibit A-5 Form of Class AA-5-AB Certificate Exhibit A-6 Form of Class A-BP Certificate Exhibit A-7 Form of Class X-A Certificate Exhibit A-8 Form of Class X-BP Certificate Exhibit A-9 Form of Class X-B Certificate Exhibit A-10 Form of Class X-D Certificate Exhibit A-11 Form of Class A-S Certificate Exhibit A-12 Form of Class B Certificate Exhibit A-13 Form of Class C Certificate Exhibit A-14 Form of Class D Certificate Exhibit A-15 Form of Class E-RR Certificate Exhibit A-16 Form of Class F-RR Certificate Exhibit A-17 Form of Class G-RR Certificate Exhibit A-18 Form of Class H-RR Certificate Exhibit A-19 1 - Form of Class R Certificate Certificates Exhibit A-5-2 - Form of Class R-X Certificates Exhibit A-6 - Form of Class B-IO Certificates Exhibit A-7 - Form of Class I-XP Certificates Exhibit A-8 - Form of Class II-A Certificates Exhibit A-9 - Form of Class II-X Certificates Exhibit A-10 - Form of Class II-B-1, Class II-B-2, Class II-B-3, Class II-B-4, Class II-B-5, Class II-B-6, Class II-B-7, Class II-B-8 and Class II-B-9 Certificates Exhibit A-11 - Form of Class II-B-10, Class II-B-11 and Class II-B-12 Certificates Exhibit A-12 - Form of Class II-XP Certificates Exhibit B - Mortgage Loan Schedule Exhibit C - [Reserved] Exhibit D - Request for Release of Documents Exhibit E - Form of Affidavit pursuant to Section 860E(e)(4) Exhibit F-1 - Form of Investment Letter Exhibit F-2 - Form of Rule 144A and Related Matters Certificate Exhibit F-3 - Form of Transferor Representation Letter Exhibit D-1 G - Form of Transferee Affidavit Custodial Agreement Exhibit D-2 Form of Transferor Letter H-1 ABN AMRO Servicing Agreement Exhibit D-3 Form of Transferee Certificate for Transfers of the HRR Certificates H-0 Xxxx xx Xxxxxxx Servicing Agreements Exhibit D-4 Form of Transferor Certificate for Transfers of the HRR Certificates H-0 Xxxxxxxxxx Xxxxxxx Servicing Agreement Exhibit D-5 Form of Request of Sponsor Consent for Release of the HRR Certificates H-4 Countrywide Servicing Agreement Exhibit E Form of Request for Release H-5 EMC Servicing Agreement Exhibit F-1 Form of ERISA Representation Letter regarding ERISA Restricted Certificates H-6 EverHome Servicing Agreement Exhibit F-2 Form of ERISA Representation Letter regarding Class R Certificates H-7 GMACM Servicing Agreement Exhibit G Form of Distribution Date Statement H-8 HSBC Servicing Agreement Exhibit H Supplemental Servicer Schedule H-9 IndyMac Servicing Agreement Exhibit H-10 PHH Servicing Agreement Exhibit H-11 USBank Servicing Agreement Exhibit H-00 Xxxxxxxxxx Servicing Agreement Exhibit H-13 Wxxxx Fargo Servicing Agreement Exhibit I Form of Transfer Certificate for Rule 144A Book-Entry Certificate to Temporary Regulation S Book-Entry Certificate during Restricted Period Assignment Agreements Exhibit J Form of Transfer Certificate for Rule 144A Book-Entry Certificate to Regulation S Book-Entry Certificate after Restricted Period Mortgage Loan Purchase Agreement Exhibit K Form of Transfer Certificate for Temporary Regulation S Book-Entry Certificate to Rule 144A Book-Entry Certificate during Restricted Period [Reserved] Exhibit L Form of Transfer Certificate for Temporary Regulation S Book-Entry Certificate to Regulation S Book-Entry Certificate after Restricted Period [Reserved] Exhibit M Form of Transfer Certificate for Non-Book Entry Certificate to Temporary Regulation S Book-Entry Certificate Exhibit N Form of Transfer Certificate for Non-Book Entry Certificate to Regulation S Book-Entry Certificate Exhibit O Form of Transfer Certificate for Non-Book Entry Certificate to Rule 144A Book-Entry Certificate Exhibit P-1A Form of Investor Certification for Non-Borrower Party (for Persons other than the Directing Holder, the Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1B Form of Investor Certification for Non-Borrower Party (for the Directing Holder, Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1C Form of Investor Certification for Borrower Party (for Persons other than the Directing Holder, Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1D Form of Investor Certification for Borrower Party (for the Directing Holder, Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1E Form of Notice of Excluded Controlling Class Holder Exhibit P-1F Form of Notice of Excluded Controlling Class Holder to Certificate Administrator Exhibit P-1G Form of Certification of the Controlling Class Representative Exhibit P-2 Form of Certification for NRSROs Exhibit P-3 Online Market Data Provider Certification Exhibit Q Custodian Certification/Exception Report Exhibit R-1 Form of Trustee Limited Power of Attorney by Trustee for Master Servicer Exhibit R-2 Form POOLING AND SERVICING AGREEMENT Pooling and Servicing Agreement dated as of Power of Attorney by Trustee for Special Servicer Exhibit S Initial Companion HoldersDecember 1, Initial Class Majority Certificateholder Exhibit T Form of Notice Relating to 2005, among Structured Asset Mortgage Investments II Inc., a Delaware corporation, as depositor (the Non-Serviced Mortgage Loans Exhibit U Form of Notice and Certification Regarding Defeasance of Mortgage Loan Exhibit V Form of Operating Advisor Annual Report Exhibit W Form of Notice from Operating Advisor Recommending Replacement “Depositor”), JPMorgan Chase Bank, National Association, a banking association organized under the laws of the Special Servicer Exhibit X Form of Confidentiality Agreement Exhibit Y Form Certification to be Provided with Form 10-K Exhibit Z-1 Form of Certification to be Provided to Depositor by Certificate Administrator Exhibit Z-2 Form of Certification to be Provided to Depositor by United States, not in its individual capacity but solely as trustee (the “Trustee”), Wxxxx Fargo Bank, National Association, as master servicer (in such capacity, the “Master Servicer Exhibit Z-3 Form of Certification to be Provided to Depositor by Special Servicer Exhibit Z-4 Form of Certification to be Provided to Depositor by Trustee Exhibit Z-5 Form of Certification to be Provided to Depositor by Operating Advisor Exhibit Z-6 Form of Certification to be Provided to Depositor by Custodian Exhibit Z-7 Form of Certification to be Provided to Depositor by Asset Representations Reviewer Exhibit AA Servicing Criteria to be Addressed Servicer”) and as securities administrator (in Assessment of Compliance Exhibit BB Additional Form 10-D Disclosure Exhibit CC Additional Form 10-K Disclosure Exhibit DD Form 8-K Disclosure Information Exhibit EE Additional Disclosure Notification Exhibit FF Initial Sub-Servicers Exhibit GG Servicing Function Participants Exhibit HH Form of Annual Compliance Statement Exhibit II Form of Report on Assessment of Compliance with Servicing Criteria Exhibit JJ CREFC® Payment Information Exhibit KK Form of Notice of Additional Indebtedness Notification Exhibit LL Additional Disclosure Notification such capacity, the “Securities Administrator”), and EMC Mortgage Corporation, as seller (Accountsin such capacity, the “Seller”) Exhibit MM Form of Notice of Purchase of Controlling Class Certificate Exhibit NN Form of Asset Review Report by and as company (in such capacity, the Asset Representations Reviewer Exhibit OO Form of Asset Review Report Summary Exhibit PP Asset Review Procedures Exhibit QQ Form of Certification to Certificate Administrator Requesting Access to Secure Data Room Exhibit RR Form of Notice of [Additional Delinquent Mortgage Loan][Cessation of Delinquent Mortgage Loan][Cessation of Asset Review Trigger] Exhibit SS Form of Certificate Administrator Receipt of the HRR Certificates Exhibit TT Form of Certificate Administrator Receipt of the HRR Certificates Upon Transfer“Company”).

Exhibits. Exhibit A-1 Form of Class A-1 Certificate A Certificates Exhibit A-2 Form of Class A-2 Certificate X Certificates Exhibit A-3 Form of Class A-3 Certificate PO Certificates Exhibit A-4 Form of Class A-4 Certificate R Certificates Exhibit A-5 Form of Class A-AB Certificate B Certificates Exhibit A-6 Form of Class A-BP Certificate Exhibit A-7 Form of Class X-A Certificate Exhibit A-8 Form of Class X-BP Certificate Exhibit A-9 Form of Class X-B Certificate Exhibit A-10 Form of Class X-D Certificate Exhibit A-11 Form of Class A-S Certificate Exhibit A-12 Form of Class B Certificate Exhibit A-13 Form of Class C Certificate Exhibit A-14 Form of Class D Certificate Exhibit A-15 Form of Class E-RR Certificate Exhibit A-16 Form of Class F-RR Certificate Exhibit A-17 Form of Class G-RR Certificate Exhibit A-18 Form of Class H-RR Certificate Exhibit A-19 Form of Class R Certificate P Certificates Exhibit B Mortgage Loan Schedule Exhibit C Form of Investment Representation Letter Exhibit D-1 Form of Transferee Affidavit and Agreement Exhibit D-2 Form of Transferor Letter Exhibit D-3 Form of Transferee Certificate for Transfers of the HRR Certificates Exhibit D-4 D Form of Transferor Certificate for Transfers of the HRR Certificates Exhibit D-5 E Form of Request Investment Letter (Non-Rule 144A) Exhibit F Form of Sponsor Consent for Release of the HRR Certificates Rule 144A and Related Matters Certificate Exhibit E G Form of Request for Release Exhibit F-1 Form H DTC Letter of ERISA Representation Letter regarding ERISA Restricted Certificates Exhibit F-2 Form of ERISA Representation Letter regarding Class R Certificates Exhibit G Form of Distribution Date Statement Exhibit H Supplemental Servicer Schedule Representations Exhibit I Form Schedule of Transfer Certificate for Rule 144A Book-Entry Certificate to Temporary Regulation S Book-Entry Certificate during Restricted Period Mortgage Loans with Lost Notes Exhibit J Form of Transfer Certificate for Rule 144A Book-Entry Certificate to Regulation S Book-Entry Certificate after Restricted Period Custodial Agreement Exhibit K Form of Transfer Back-Up Certification to Form 10-K Certificate for Temporary Regulation S Book-Entry Certificate to Rule 144A Book-Entry Certificate during Restricted Period Exhibit L Form of Transfer Certificate for Temporary Regulation S Book-Entry Certificate to Regulation S Book-Entry Certificate after Restricted Period Mortgage Loan Purchase Agreement Exhibit M Form of Transfer Certificate for Non-Book Entry Certificate to Temporary Regulation S Book-Entry Certificate [Reserved] Exhibit N Form of Transfer Certificate for Non-Book Entry Certificate to Regulation S Book-Entry Certificate Exhibit O Form of Transfer Certificate for Non-Book Entry Certificate to Rule 144A Book-Entry Certificate Exhibit P-1A Form of Investor Certification for Non-Borrower Party (for Persons other than the Directing Holder, the Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1B Form of Investor Certification for Non-Borrower Party (for the Directing Holder, Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1C Form of Investor Certification for Borrower Party (for Persons other than the Directing Holder, Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1D Form of Investor Certification for Borrower Party (for the Directing Holder, Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1E Form of Notice of Excluded Controlling Class Holder Exhibit P-1F Form of Notice of Excluded Controlling Class Holder to Certificate Administrator Exhibit P-1G Form of Certification of the Controlling Class Representative Exhibit P-2 Form of Certification for NRSROs Exhibit P-3 Online Market Data Provider Certification Exhibit Q Custodian Certification/Exception Report Exhibit R-1 Form of Power of Attorney by Trustee for Master Servicer Exhibit R-2 Form of Power of Attorney by Trustee for Special Servicer Exhibit S Initial Companion Holders, Initial Class Majority Certificateholder Exhibit T Form of Notice Relating to the Non-Serviced Mortgage Loans Exhibit U Form of Notice and Certification Regarding Defeasance of Mortgage Loan Exhibit V Form of Operating Advisor Annual Report Exhibit W Form of Notice from Operating Advisor Recommending Replacement of the Special Servicer Exhibit X Form of Confidentiality Agreement Exhibit Y Form Certification to be Provided with Form 10-K Exhibit Z-1 Form of Certification to be Provided to Depositor by Certificate Administrator Exhibit Z-2 Form of Certification to be Provided to Depositor by Master Servicer Exhibit Z-3 Form of Certification to be Provided to Depositor by Special Servicer Exhibit Z-4 Form of Certification to be Provided to Depositor by Trustee Exhibit Z-5 Form of Certification to be Provided to Depositor by Operating Advisor Exhibit Z-6 Form of Certification to be Provided to Depositor by Custodian Exhibit Z-7 Form of Certification to be Provided to Depositor by Asset Representations Reviewer Exhibit AA Servicing Criteria to be Be Addressed in Assessment of Compliance Exhibit BB Additional O Form 10-D Disclosure Exhibit CC Additional D, Form 8-K and Form 10-K Disclosure Reporting Responsibility Exhibit DD Form 8-K Disclosure Information Exhibit EE P Additional Disclosure Notification Exhibit FF Initial Sub-Servicers Q-1 Bank of America Servicing Agreement Exhibit GG Q-2 GreenPoint Servicing Function Participants Agreement Exhibit HH Q-3 Mid America Servicing Agreement Exhibit Q-4 National City Servicing Agreement Exhibit R-1 Form of Annual Compliance Statement Bank of America Assignment Agreement Exhibit II R-2 Form of Report on Assessment of Compliance with Servicing Criteria GreenPoint Assignment Agreement Exhibit JJ CREFC® Payment Information Exhibit KK R-3 Form of Notice of Additional Indebtedness Notification Mid America Assignment Agreement Exhibit LL Additional Disclosure Notification (Accounts) Exhibit MM R-4 Form of Notice National City Assignment Agreement Exhibit S Remittance Overview Report Exhibit T Remittance Summary Report Exhibit U Calculation of Purchase of Controlling Class Certificate Gain-Loss Delinquent Loans Exhibit NN Form of Asset Review Report by the Asset Representations Reviewer Exhibit OO Form of Asset Review Report Summary Exhibit PP Asset Review Procedures Exhibit QQ V Form of Certification to Certificate Administrator Requesting Access be provided by the Trustee to Secure Data Room the Depositor Exhibit RR W [Reserved] Exhibit X Claims Submitted Exhibit Y Default Overview Report Exhibit Z Delinquent Summary Report Exhibit AA Loss Severity Summary Report Exhibit BB Modified Loans Report Exhibit CC Form of Notice of [Additional Delinquent Mortgage Loan][Cessation of Delinquent Mortgage Loan][Cessation of Asset Review Trigger] Transferor Affidavit Exhibit SS Form of Certificate Administrator Receipt DD Reserved Exhibit EE Available Exchanges of the HRR Exchangeable Certificates Exhibit TT Form POOLING AND SERVICING AGREEMENT, dated as of Certificate Administrator Receipt of September 1, 2007, among BEAR SXXXXXX ASSET BACKED SECURITIES I LLC, a Delaware limited liability company, as depositor (the HRR Certificates Upon Transfer“Depositor”), EMC MORTGAGE CORPORATION, a Delaware corporation, as seller (in such capacity, the “Seller”), as master servicer (in such capacity, the “Master Servicer”) and as a servicer (in such capacity, the “Company”) and WXXXX FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee”).

Exhibits. 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-AB A-1A Certificate Exhibit A-6 Form of Class A-BP X-1 Certificate Exhibit A-7 Form of Class X-A X-2 Certificate Exhibit A-8 Form of Class X-BP B Certificate Exhibit A-9 Form of Class X-B C Certificate Exhibit A-10 Form of Class X-D Certificate Exhibit A-11 Form of Class A-S E Certificate Exhibit A-12 Form of Class B F Certificate Exhibit A-13 Form of Class C G Certificate Exhibit A-14 Form of Class D H Certificate Exhibit A-15 Form of Class E-RR J Certificate Exhibit A-16 Form of Class F-RR K Certificate Exhibit A-17 Form of Class G-RR L Certificate Exhibit A-18 Form of Class H-RR M Certificate Exhibit A-19 Form of Class N Certificate Exhibit A-20 Form of Class P Certificate Exhibit A-21 Form of Class NR Certificate Exhibit A-22 Form of Class R Certificate Exhibit A-23 Form of Class LR Certificate Exhibit B Mortgage Loan Schedule Exhibit C Form of Investment Representation Letter Exhibit D-1 Form of Transferee Transfer Affidavit Exhibit D-2 Form of Transferor Letter Exhibit D-3 Form of Transferee Certificate for Transfers of the HRR Certificates Exhibit D-4 Form of Transferor Certificate for Transfers of the HRR Certificates Exhibit D-5 Form of Request of Sponsor Consent for Release of the HRR Certificates Exhibit E Form of Request for Release Exhibit F-1 F Form of ERISA Representation Letter regarding ERISA Restricted Certificates Exhibit F-2 Form of ERISA Representation Letter regarding Class R Certificates Exhibit G Form of Distribution Date Statement to Certificateholders Exhibit H Supplemental Servicer Schedule Form of Omnibus Assignment Exhibit I I-1 Form of Regulation S Transfer Certificate during Restricted Period Exhibit I-2 Form of Regulation S Transfer Certificate after Restricted Period Exhibit J Form of Purchase Option Notice Exhibit K Form of Transfer Certificate for Rule 144A Book-Entry Certificate to Temporary Regulation S Book-Entry Certificate during Restricted Period Exhibit J L Reserved Exhibit M Form of Transfer Certificate for Rule 144A Book-Entry Certificate to Regulation S Book-Entry Certificate after Restricted Period Exhibit K N Form of Transfer Certificate for Temporary Regulation S Book-Entry Certificate to Rule 144A Global Book-Entry Certificate during Restricted Period Exhibit L O Form of Transfer Certificate for Temporary Regulation S Book-Entry Certificate to Regulation S Book-Entry Certificate after during Restricted Period Exhibit M Form of Transfer Certificate for Non-Book Entry Certificate to Temporary Regulation S Book-Entry Certificate Exhibit N Form of Transfer Certificate for Non-Book Entry Certificate to Regulation S Book-Entry Certificate Exhibit O Form of Transfer Certificate for Non-Book Entry Certificate to Rule 144A Book-Entry Certificate Exhibit P-1A Form of Investor Certification for Non-Borrower Party (for Persons other than the Directing Holder, the Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1B Form of Investor Certification for Non-Borrower Party (for the Directing Holder, Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1C Form of Investor Certification for Borrower Party (for Persons other than the Directing Holder, Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1D Form of Investor Certification for Borrower Party (for the Directing Holder, Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1E Form of Notice of Excluded Controlling Class Holder Exhibit P-1F Form of Notice of Excluded Controlling Class Holder to Certificate Administrator Exhibit P-1G Form of Certification of the Controlling Class Representative Exhibit P-2 Form of Certification for NRSROs Exhibit P-3 Online Market Data Provider Certification Exhibit Q Custodian Certification/Exception Report Exhibit R-1 Form of Power of Attorney by Trustee for Master Servicer Exhibit R-2 Form of Power of Attorney by Trustee for Special Servicer Exhibit S Initial Companion Holders, Initial Class Majority Certificateholder Exhibit T Form of Notice Relating to the Non-Serviced Mortgage Loans Exhibit U Form of Notice and Certification Regarding Defeasance of Mortgage Loan Exhibit V Form of Operating Advisor Annual Report Exhibit W Form of Notice from Operating Advisor Recommending Replacement of the Special Servicer Exhibit X Form of Confidentiality Agreement Exhibit Y P Form Certification to be Provided with Form 10-K Exhibit Z-1 Q-1 Form of Certification to be Provided to Depositor by Certificate Administrator the Trustee Exhibit Z-2 Q-2 Form of Certification to be Provided to Depositor by Master the Servicer Exhibit Z-3 Q-3 Form of Certification to be Provided to Depositor by the Special Servicer Exhibit Z-4 R Reserved Exhibit S Form of Initial Certification to be Provided to Depositor by of the Trustee Exhibit Z-5 T Form of Final Certification to be Provided to Depositor by Operating Advisor of the Trustee Exhibit Z-6 Form of Certification to be Provided to Depositor by Custodian Exhibit Z-7 Form of Certification to be Provided to Depositor by Asset Representations Reviewer Exhibit AA Servicing Criteria to be Addressed in Assessment of Compliance Exhibit BB Additional Form 10-D Disclosure Exhibit CC Additional Form 10-K Disclosure Exhibit DD Form 8-K Disclosure Information Exhibit EE Additional Disclosure Notification Exhibit FF Initial Sub-Servicers Exhibit GG Servicing Function Participants Exhibit HH Form of Annual Compliance Statement Exhibit II Form of Report on Assessment of Compliance with Servicing Criteria Exhibit JJ CREFC® Payment Information Exhibit KK U Form of Notice and Certification regarding Defeasance of Additional Indebtedness Notification Mortgage Loan Exhibit LL Additional Disclosure Notification (Accounts) Exhibit MM V-1 Form of Notice of Purchase of Controlling Class Information Request by Certificateholder or Certificate Owner Exhibit NN V-2 Form of Asset Review Report Information Request by Prospective Purchaser Exhibit W Initial Companion Holders SCHEDULES Schedule 1 Mortgage Loans Containing Additional Debt Schedule 2 Mortgage Loans that Initially Pay Interest Only Schedule 3 Class X Reference Rate Schedule This Pooling and Servicing Agreement (the Asset Representations Reviewer Exhibit OO Form "Agreement") is dated and effective as of Asset Review Report Summary Exhibit PP Asset Review Procedures Exhibit QQ Form of Certification to Certificate Administrator Requesting Access to Secure Data Room Exhibit RR Form of Notice of [Additional Delinquent August 1, 2003, among J.P. Morgan Xxxxx Xxxxerxxxx Mortgage Loan][Cessation of Delinquent Mortgage Loan][Cessation of Asset Review Trigger] Exhibit SS Form of Certificate Administrator Receipt of the HRR Certificates Exhibit TT Form of Certificate Administrator Receipt of the HRR Certificates Upon TransferSecurities Corp., as Depositor, Midland Loan Services, Inc., as Servicer, Midland Loan Services, Inc., as Special Servicer, Wells Fargo Bxxx Xinnesota, N.A., as Trustee, and JPMorgan Chase Bank, as Paying Agent.

Exhibits. The following exhibits attached hereto supplement the exhibits included in the Base Indenture. Exhibit A-1 A-1: Form of Restricted Global Class A-1 Certificate A Note Exhibit A-2 A-2: Form of Temporary Global Class A-2 Certificate A Note Exhibit A-3 A-3: Form of Permanent Global Class A-3 Certificate A Note Exhibit A-4 B-1: Form of Restricted Global Class A-4 Certificate B Note Exhibit A-5 B-2: Form of Temporary Global Class A-AB Certificate B Note Exhibit A-6 B-3: Form of Permanent Global Class A-BP Certificate B Note Exhibit A-7 C-1: Form of Restricted Global Class X-A Certificate C Note Exhibit A-8 C-2: Form of Temporary Global Class X-BP Certificate C Note Exhibit A-9 C-3: Form of Permanent Global Class X-B Certificate C Note Exhibit A-10 D-1: Form of Restricted Global Class X-D Certificate R Note Exhibit A-11 D-2: Form of Temporary Global Class A-S Certificate R Note Exhibit A-12 D-3: Form of Permanent Global Class B Certificate R Note Exhibit A-13 E: Form of Class C Certificate Series 2023-3 Demand Note Exhibit A-14 F: Form of Class D Certificate Letter of Credit Exhibit A-15 G: Form of Class E-RR Certificate Lease Payment Deficit Notice Exhibit A-16 H: Form of Class F-RR Certificate Demand Notice Exhibit A-17 I: Form of Class G-RR Certificate Supplemental Indenture No. 4 to the Base Indenture Exhibit A-18 J: Form of Class H-RR Certificate Amendment to the AESOP I Operating Lease Exhibit A-19 K: Form of Class R Certificate Amendment to the Finance Lease Exhibit B Mortgage Loan Schedule Exhibit C L: Form of Investment Representation Letter Amendment to the AESOP I Operating Lease Loan Agreement Exhibit D-1 M: Form of Transferee Affidavit Amendment to the AESOP I Finance Lease Loan Agreement Exhibit D-2 N: Form of Transferor Letter Amendment to the AESOP II Operating Lease Exhibit D-3 O: Form of Transferee Certificate for Transfers of Amendment to the HRR Certificates Master Exchange Agreement Exhibit D-4 P: Form of Transferor Certificate for Transfers of Amendment to the HRR Certificates Escrow Agreement Exhibit D-5 Q: Form of Request of Sponsor Consent for Release of Amendment to the HRR Certificates Administration Agreement Exhibit E R: Form of Request for Release Amendment to the AESOP II Operating Lease Loan Agreement Exhibit F-1 S: Form of ERISA Representation Letter regarding ERISA Restricted Certificates Amendment to the Original AESOP Nominee Agreement Exhibit F-2 T: Form of ERISA Representation Letter regarding Class R Certificates Amendment to the Disposition Agent Agreement Exhibit G U: Form of Distribution Date Statement Exhibit H Supplemental Servicer Schedule Exhibit I Form of Transfer Certificate for Rule 144A Book-Entry Certificate to Temporary Regulation S Book-Entry Certificate during Restricted Period Exhibit J Form of Transfer Certificate for Rule 144A Book-Entry Certificate to Regulation S Book-Entry Certificate after Restricted Period Exhibit K Form of Transfer Certificate for Temporary Regulation S Book-Entry Certificate to Rule 144A Book-Entry Certificate during Restricted Period Exhibit L Form of Transfer Certificate for Temporary Regulation S Book-Entry Certificate to Regulation S Book-Entry Certificate after Restricted Period Exhibit M Form of Transfer Certificate for Non-Book Entry Certificate to Temporary Regulation S Book-Entry Certificate Exhibit N Form of Transfer Certificate for Non-Book Entry Certificate to Regulation S Book-Entry Certificate Exhibit O Form of Transfer Certificate for Non-Book Entry Certificate to Rule 144A Book-Entry Certificate Exhibit P-1A Form of Investor Certification for Non-Borrower Party (for Persons other than the Directing Holder, the Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1B Form of Investor Certification for Non-Borrower Party (for the Directing Holder, Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1C Form of Investor Certification for Borrower Party (for Persons other than the Directing Holder, Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1D Form of Investor Certification for Borrower Party (for the Directing Holder, Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1E Form of Notice of Excluded Controlling Class Holder Exhibit P-1F Form of Notice of Excluded Controlling Class Holder to Certificate Administrator Exhibit P-1G Form of Certification of the Controlling Class Representative Exhibit P-2 Form of Certification for NRSROs Exhibit P-3 Online Market Data Provider Certification Exhibit Q Custodian Certification/Exception Report Exhibit R-1 Form of Power of Attorney by Trustee for Master Servicer Exhibit R-2 Form of Power of Attorney by Trustee for Special Servicer Exhibit S Initial Companion Holders, Initial Class Majority Certificateholder Exhibit T Form of Notice Relating Amendment to the NonBack-Serviced Mortgage Loans Exhibit U Form of Notice and Certification Regarding Defeasance of Mortgage Loan Exhibit V Form of Operating Advisor Annual Report Exhibit W Form of Notice from Operating Advisor Recommending Replacement of the Special Servicer Exhibit X Form of Confidentiality Agreement Exhibit Y Form Certification to be Provided with Form 10-K Exhibit Z-1 Form of Certification to be Provided to Depositor by Certificate Administrator Exhibit Z-2 Form of Certification to be Provided to Depositor by Master Servicer Exhibit Z-3 Form of Certification to be Provided to Depositor by Special Servicer Exhibit Z-4 Form of Certification to be Provided to Depositor by Trustee Exhibit Z-5 Form of Certification to be Provided to Depositor by Operating Advisor Exhibit Z-6 Form of Certification to be Provided to Depositor by Custodian Exhibit Z-7 Form of Certification to be Provided to Depositor by Asset Representations Reviewer Exhibit AA Servicing Criteria to be Addressed in Assessment of Compliance Exhibit BB Additional Form 10-D Disclosure Exhibit CC Additional Form 10-K Disclosure Exhibit DD Form 8-K Disclosure Information Exhibit EE Additional Disclosure Notification Exhibit FF Initial Sub-Servicers Exhibit GG Servicing Function Participants Exhibit HH Form of Annual Compliance Statement Exhibit II Form of Report on Assessment of Compliance with Servicing Criteria Exhibit JJ CREFC® Payment Information Exhibit KK Form of Notice of Additional Indebtedness Notification Exhibit LL Additional Disclosure Notification (Accounts) Exhibit MM Form of Notice of Purchase of Controlling Class Certificate Exhibit NN Form of Asset Review Report by the Asset Representations Reviewer Exhibit OO Form of Asset Review Report Summary Exhibit PP Asset Review Procedures Exhibit QQ Form of Certification to Certificate Administrator Requesting Access to Secure Data Room Exhibit RR Form of Notice of [Additional Delinquent Mortgage Loan][Cessation of Delinquent Mortgage Loan][Cessation of Asset Review Trigger] Exhibit SS Form of Certificate Administrator Receipt of the HRR Certificates Exhibit TT Form of Certificate Administrator Receipt of the HRR Certificates Upon Transferup Administration Agreement

Exhibits. 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 X Certificate Exhibit A-4 Form of Class A-4 B Certificate Exhibit A-5 Form of Class A-AB C Certificate Exhibit A-6 Form of Class A-BP D Certificate Exhibit A-7 Form of Class X-A E Certificate Exhibit A-8 Form of Class X-BP F Certificate Exhibit A-9 Form of Class X-B G Certificate Exhibit A-10 Form of Class X-D H Certificate Exhibit A-11 Form of Class A-S J Certificate Exhibit A-12 Form of Class B K Certificate Exhibit A-13 Form of Class C L Certificate Exhibit A-14 Form of Class D M Certificate Exhibit A-15 Form of Class E-RR N Certificate Exhibit A-16 Form of Class F-RR V Certificate Exhibit A-17 Form of Class GR-RR I Certificate Exhibit A-18 Form of Class HR-RR II Certificate Exhibit A-19 Form of Class R R-III Certificate Exhibit B Mortgage Loan Schedule Exhibit C C-1 Form of Transferee Affidavit Exhibit C-2 Form of Transferor Letter Exhibit D-1 Form of Investment Representation Letter Exhibit D-1 Form of Transferee Affidavit Exhibit D-2 Form of Transferor ERISA Representation Letter Exhibit D-3 Form of Transferee Certificate for Transfers of the HRR Certificates Exhibit D-4 Form of Transferor Certificate for Transfers of the HRR Certificates Exhibit D-5 Form of Request of Sponsor Consent for Release of the HRR Certificates Exhibit E Form of Request for Release Exhibit F-1 F Form of ERISA Representation Letter regarding ERISA Restricted Certificates Exhibit F-2 Form of ERISA Representation Letter regarding Class R Certificates Custodial Agreement Exhibit G Form of Distribution Date Statement Midland Mortgage Loan Purchase Agreement Exhibit H Supplemental Servicer Schedule Form of MSMC Mortgage Loan Purchase Agreement Exhibit I Form of Transfer Certificate for Rule 144A Book-Entry Certificate to Temporary Regulation S Book-Entry Certificate during Restricted Period PNC Mortgage Loan Purchase Agreement Exhibit J Form of Transfer Certificate for Rule 144A Book-Entry Certificate to Regulation S Book-Entry Certificate after Restricted Period RFC Mortgage Loan Purchase Agreement Exhibit K Form of Transfer Certificate for Temporary Regulation S Book-Entry Certificate to Rule 144A Book-Entry Certificate during Restricted Period Privately Placed Securities Legend Exhibit L Form of Transfer Certificate for Temporary Regulation S Book-Entry Certificate to Regulation S Book-Entry Certificate after Restricted Period Exhibit M Form Monthly Distribution Statement Pooling and Servicing Agreement, dated as of Transfer Certificate for Non-Book Entry Certificate to Temporary Regulation S Book-Entry Certificate Exhibit N Form of Transfer Certificate for Non-Book Entry Certificate to Regulation S Book-Entry Certificate Exhibit O Form of Transfer Certificate for Non-Book Entry Certificate to Rule 144A Book-Entry Certificate Exhibit P-1A Form of Investor Certification for Non-Borrower Party (for Persons other than the Directing HolderJuly 1, the Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1B Form of Investor Certification for Non-Borrower Party (for the Directing Holder1998 among Commercial Mortgage Acceptance Corp., Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1C Form of Investor Certification for Borrower Party (for Persons other than the Directing Holderas Depositor, Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1D Form of Investor Certification for Borrower Party (for the Directing HolderMidland Loan Services, Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1E Form of Notice of Excluded Controlling Class Holder Exhibit P-1F Form of Notice of Excluded Controlling Class Holder to Certificate Administrator Exhibit P-1G Form of Certification of the Controlling Class Representative Exhibit P-2 Form of Certification for NRSROs Exhibit P-3 Online Market Data Provider Certification Exhibit Q Custodian Certification/Exception Report Exhibit R-1 Form of Power of Attorney by Trustee for Inc., as Master Servicer Exhibit R-2 Form of Power of Attorney by Trustee for and Special Servicer Exhibit S Initial Companion HoldersServicer, Initial Class Majority Certificateholder Exhibit T Form of Notice Relating to the Non-Serviced Mortgage Loans Exhibit U Form of Notice LaSalle National Bank, as Trustee, and Certification Regarding Defeasance of Mortgage Loan Exhibit V Form of Operating Advisor Annual Report Exhibit W Form of Notice from Operating Advisor Recommending Replacement of the Special Servicer Exhibit X Form of Confidentiality Agreement Exhibit Y Form Certification to be Provided with Form 10-K Exhibit Z-1 Form of Certification to be Provided to Depositor by Certificate Administrator Exhibit Z-2 Form of Certification to be Provided to Depositor by Master Servicer Exhibit Z-3 Form of Certification to be Provided to Depositor by Special Servicer Exhibit Z-4 Form of Certification to be Provided to Depositor by Trustee Exhibit Z-5 Form of Certification to be Provided to Depositor by Operating Advisor Exhibit Z-6 Form of Certification to be Provided to Depositor by Custodian Exhibit Z-7 Form of Certification to be Provided to Depositor by Asset Representations Reviewer Exhibit AA Servicing Criteria to be Addressed in Assessment of Compliance Exhibit BB Additional Form 10-D Disclosure Exhibit CC Additional Form 10-K Disclosure Exhibit DD Form 8-K Disclosure Information Exhibit EE Additional Disclosure Notification Exhibit FF Initial Sub-Servicers Exhibit GG Servicing Function Participants Exhibit HH Form of Annual Compliance Statement Exhibit II Form of Report on Assessment of Compliance with Servicing Criteria Exhibit JJ CREFC® Payment Information Exhibit KK Form of Notice of Additional Indebtedness Notification Exhibit LL Additional Disclosure Notification (Accounts) Exhibit MM Form of Notice of Purchase of Controlling Class Certificate Exhibit NN Form of Asset Review Report by the Asset Representations Reviewer Exhibit OO Form of Asset Review Report Summary Exhibit PP Asset Review Procedures Exhibit QQ Form of Certification to Certificate Administrator Requesting Access to Secure Data Room Exhibit RR Form of Notice of [Additional Delinquent Mortgage Loan][Cessation of Delinquent Mortgage Loan][Cessation of Asset Review Trigger] Exhibit SS Form of Certificate Administrator Receipt of the HRR Certificates Exhibit TT Form of Certificate Administrator Receipt of the HRR Certificates Upon TransferABN AMRO Bank N.V. as Fiscal Agent.

Exhibits. 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 B Certificate Exhibit A-4 Form of Class A-4 C Certificate Exhibit A-5 Form of Class A-AB D Certificate Exhibit A-6 Form of Class A-BP E Certificate Exhibit A-7 Form of Class X-A F Certificate Exhibit A-8 Form of Class X-BP G Certificate Exhibit A-9 Form of Class X-B H Certificate Exhibit A-10 Form of Class X-D I Certificate Exhibit A-11 Form of Class A-S J Certificate Exhibit A-12 Form of Class B K Certificate Exhibit A-13 Form of Class C L Certificate Exhibit A-14 Form of Class D M Certificate Exhibit A-15 Form of Class E-RR X Certificate Exhibit A-16 Form of Class F-RR R Certificate Exhibit A-17 Form of Class G-RR Certificate Exhibit A-18 Form of Class H-RR Certificate Exhibit A-19 Form of Class R LR Certificate Exhibit B Mortgage Loan Schedule Exhibit C Form of Investment Representation Letter Exhibit D-1 Form of Transferee Transfer Affidavit Exhibit D-2 Form of Transferor Letter Exhibit D-3 Form of Transferee Certificate for Transfers of the HRR Certificates E [Intentionally Omitted] Exhibit D-4 Form of Transferor Certificate for Transfers of the HRR Certificates Exhibit D-5 Form of Request of Sponsor Consent for Release of the HRR Certificates Exhibit E F Form of Request for Release Exhibit F-1 G Form of ERISA Representation Letter regarding ERISA Restricted Certificates Exhibit F-2 H Form of ERISA Representation Letter regarding Class R Certificates Exhibit G Form of Distribution Date Statement Exhibit H Supplemental Servicer Schedule to Certificateholders Exhibit I Form of Transfer Certificate for Rule 144A BookOmnibus Assignment Schedule 1 Computerized Database Information Schedule 2 Mortgage Loans Containing Additional Debt Schedule 3 Mortgage Loans Which Pay Interest Only or Pay Semi-Entry Certificate to Temporary Regulation S Book-Entry Certificate during Restricted Period Exhibit J Form of Transfer Certificate for Rule 144A Book-Entry Certificate to Regulation S Book-Entry Certificate after Restricted Period Exhibit K Form of Transfer Certificate for Temporary Regulation S Book-Entry Certificate to Rule 144A Book-Entry Certificate during Restricted Period Exhibit L Form of Transfer Certificate for Temporary Regulation S Book-Entry Certificate to Regulation S Book-Entry Certificate after Restricted Period Exhibit M Form of Transfer Certificate for Non-Book Entry Certificate to Temporary Regulation S Book-Entry Certificate Exhibit N Form of Transfer Certificate for Non-Book Entry Certificate to Regulation S Book-Entry Certificate Exhibit O Form of Transfer Certificate for Non-Book Entry Certificate to Rule 144A Book-Entry Certificate Exhibit P-1A Form of Investor Certification for Non-Borrower Party (for Persons other than the Directing Holder, the Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1B Form of Investor Certification for Non-Borrower Party (for the Directing Holder, Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1C Form of Investor Certification for Borrower Party (for Persons other than the Directing Holder, Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1D Form of Investor Certification for Borrower Party (for the Directing Holder, Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1E Form of Notice of Excluded Controlling Class Holder Exhibit P-1F Form of Notice of Excluded Controlling Class Holder to Certificate Administrator Exhibit P-1G Form of Certification Annually Schedule 4 Defeasance Mortgage Loans Schedule 5 Mortgage Loans which represent over 5% of the Controlling Class Representative Exhibit P-2 Form Initial Pool Balance or have an outstanding Principal Balance in excess of Certification for NRSROs Exhibit P-3 Online Market Data Provider Certification Exhibit Q Custodian Certification/Exception Report Exhibit R-1 Form $35,000,000 This Pooling and Servicing Agreement (the "Agreement"), is dated and effective as of Power of Attorney by Trustee for Master Servicer Exhibit R-2 Form of Power of Attorney by Trustee for August 10, 1999, among Chase Commercial Mortgage Securities Corp. as Depositor, The Chase Manhattan Bank, as Servicer, ORIX Real Estate Capital Markets, LLC as Special Servicer Exhibit S Initial Companion Holdersand State Street Bank and Trust Company, Initial Class Majority Certificateholder Exhibit T Form of Notice Relating to the Non-Serviced Mortgage Loans Exhibit U Form of Notice and Certification Regarding Defeasance of Mortgage Loan Exhibit V Form of Operating Advisor Annual Report Exhibit W Form of Notice from Operating Advisor Recommending Replacement of the Special Servicer Exhibit X Form of Confidentiality Agreement Exhibit Y Form Certification to be Provided with Form 10-K Exhibit Z-1 Form of Certification to be Provided to Depositor by Certificate Administrator Exhibit Z-2 Form of Certification to be Provided to Depositor by Master Servicer Exhibit Z-3 Form of Certification to be Provided to Depositor by Special Servicer Exhibit Z-4 Form of Certification to be Provided to Depositor by Trustee Exhibit Z-5 Form of Certification to be Provided to Depositor by Operating Advisor Exhibit Z-6 Form of Certification to be Provided to Depositor by Custodian Exhibit Z-7 Form of Certification to be Provided to Depositor by Asset Representations Reviewer Exhibit AA Servicing Criteria to be Addressed in Assessment of Compliance Exhibit BB Additional Form 10-D Disclosure Exhibit CC Additional Form 10-K Disclosure Exhibit DD Form 8-K Disclosure Information Exhibit EE Additional Disclosure Notification Exhibit FF Initial Sub-Servicers Exhibit GG Servicing Function Participants Exhibit HH Form of Annual Compliance Statement Exhibit II Form of Report on Assessment of Compliance with Servicing Criteria Exhibit JJ CREFC® Payment Information Exhibit KK Form of Notice of Additional Indebtedness Notification Exhibit LL Additional Disclosure Notification (Accounts) Exhibit MM Form of Notice of Purchase of Controlling Class Certificate Exhibit NN Form of Asset Review Report by the Asset Representations Reviewer Exhibit OO Form of Asset Review Report Summary Exhibit PP Asset Review Procedures Exhibit QQ Form of Certification to Certificate Administrator Requesting Access to Secure Data Room Exhibit RR Form of Notice of [Additional Delinquent Mortgage Loan][Cessation of Delinquent Mortgage Loan][Cessation of Asset Review Trigger] Exhibit SS Form of Certificate Administrator Receipt of the HRR Certificates Exhibit TT Form of Certificate Administrator Receipt of the HRR Certificates Upon Transferas Trustee.

Exhibits. Exhibit A-1 Form of Class A-1 Certificate Certificates Exhibit A-2 Form of Class A-2 Certificate Certificates Exhibit A-3 Form of Class A-3 Certificate Certificates Exhibit A-4 Form of Class A-4 Certificate Certificates Exhibit A-5 Form of Class A-AB Certificate A-5 Certificates Exhibit A-6 Form of Class A-BP Certificate A-6 Certificates Exhibit A-7 Form of Class X-A Certificate A-7 Certificates Exhibit A-8 Form of Class X-BP Certificate A-8 Certificates Exhibit A-9 Form of Class X-B Certificate A-9 Certificates Exhibit A-10 Form of Class X-D Certificate A-10 Certificates Exhibit A-11 Form of Class A-S Certificate X1 Certificates Exhibit A-12 Form of Class B Certificate PO Certificates Exhibit A-13 Form of Class C Certificate B-1 Certificates Exhibit A-14 Form of Class D Certificate B-2 Certificates Exhibit A-15 Form of Class E-RR Certificate B-3 Certificates Exhibit A-16 Form of Class F-RR Certificate B-4 Certificates Exhibit A-17 Form of Class G-RR Certificate B-5 Certificates Exhibit A-18 Form of Class H-RR Certificate B-6 Certificates Exhibit A-19 Form of Class R R-1 Certificates Exhibit A-20 Form of Class R-2 Certificate Exhibit B Mortgage Loan Schedule Exhibit C C-1 Form of Investment Representation Letter Initial Certification of Trustee Exhibit D-1 C-2 Form of Transferee Interim Certification of Trustee Exhibit C-3 Form of Final Certification of Trustee Exhibit D Form of Transfer Affidavit Exhibit D-2 Form of Transferor Letter Exhibit D-3 Form of Transferee Certificate for Transfers of the HRR Certificates Exhibit D-4 E Form of Transferor Certificate for Transfers of the HRR Certificates Exhibit D-5 F Form of Request Investment Letter (Non-Rule 144A) Exhibit G Form of Sponsor Consent for Release of the HRR Certificates Rule 144A Investment Letter Exhibit E H Form of Request for Release Exhibit F-1 Form I DTC Letter of ERISA Representation Letter regarding ERISA Restricted Certificates Exhibit F-2 Form of ERISA Representation Letter regarding Class R Certificates Exhibit G Form of Distribution Date Statement Exhibit H Supplemental Servicer Schedule Exhibit I Form of Transfer Certificate for Rule 144A Book-Entry Certificate to Temporary Regulation S Book-Entry Certificate during Restricted Period Representations Exhibit J Form Schedule of Transfer Certificate for Rule 144A Book-Entry Certificate to Regulation S Book-Entry Certificate after Restricted Period Mortgage Loans with Lost Notes Exhibit K Form of Transfer Certificate for Temporary Regulation S Book-Entry Certificate to Rule 144A Book-Entry Certificate during Restricted Period Exhibit L Form Custodial Agreement POOLING AND SERVICING AGREEMENT, dated as of Transfer Certificate for Temporary Regulation S Book-Entry Certificate to Regulation S Book-Entry Certificate after Restricted Period Exhibit M Form of Transfer Certificate for Non-Book Entry Certificate to Temporary Regulation S Book-Entry Certificate Exhibit N Form of Transfer Certificate for Non-Book Entry Certificate to Regulation S Book-Entry Certificate Exhibit O Form of Transfer Certificate for Non-Book Entry Certificate to Rule 144A Book-Entry Certificate Exhibit P-1A Form of Investor Certification for Non-Borrower Party April 1, 2002, among BEAR XXXXXXX ASSET BACKED SECURITIES, INC., a Delaware corporation, as depositor (for Persons other than the Directing Holder"Depositor"), EMC MORTGAGE CORPORATION, a Delaware corporation, as seller (in such capacity, the Controlling Class Representative and/or "Seller") and as company (in such capacity, the "Company"), XXXXX FARGO BANK MINNESOTA, NATIONAL ASSOCIATION, a Controlling Class Certificateholdernational banking association, as master servicer (in such capacity, the "Master Servicer") Exhibit P-1B Form of Investor Certification for Non-Borrower Party and as securities administrator (for in such capacity, the Directing Holder"Securities Administrator") and BANK ONE, Controlling Class Representative and/or NATIONAL ASSOCIATION, a Controlling Class Certificateholder) Exhibit P-1C Form of Investor Certification for Borrower Party national banking association, not in its individual capacity, but solely as trustee (for Persons other than the Directing Holder, Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1D Form of Investor Certification for Borrower Party (for the Directing Holder, Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1E Form of Notice of Excluded Controlling Class Holder Exhibit P-1F Form of Notice of Excluded Controlling Class Holder to Certificate Administrator Exhibit P-1G Form of Certification of the Controlling Class Representative Exhibit P-2 Form of Certification for NRSROs Exhibit P-3 Online Market Data Provider Certification Exhibit Q Custodian Certification/Exception Report Exhibit R-1 Form of Power of Attorney by Trustee for Master Servicer Exhibit R-2 Form of Power of Attorney by Trustee for Special Servicer Exhibit S Initial Companion Holders, Initial Class Majority Certificateholder Exhibit T Form of Notice Relating to the Non-Serviced Mortgage Loans Exhibit U Form of Notice and Certification Regarding Defeasance of Mortgage Loan Exhibit V Form of Operating Advisor Annual Report Exhibit W Form of Notice from Operating Advisor Recommending Replacement of the Special Servicer Exhibit X Form of Confidentiality Agreement Exhibit Y Form Certification to be Provided with Form 10-K Exhibit Z-1 Form of Certification to be Provided to Depositor by Certificate Administrator Exhibit Z-2 Form of Certification to be Provided to Depositor by Master Servicer Exhibit Z-3 Form of Certification to be Provided to Depositor by Special Servicer Exhibit Z-4 Form of Certification to be Provided to Depositor by Trustee Exhibit Z-5 Form of Certification to be Provided to Depositor by Operating Advisor Exhibit Z-6 Form of Certification to be Provided to Depositor by Custodian Exhibit Z-7 Form of Certification to be Provided to Depositor by Asset Representations Reviewer Exhibit AA Servicing Criteria to be Addressed in Assessment of Compliance Exhibit BB Additional Form 10-D Disclosure Exhibit CC Additional Form 10-K Disclosure Exhibit DD Form 8-K Disclosure Information Exhibit EE Additional Disclosure Notification Exhibit FF Initial Sub-Servicers Exhibit GG Servicing Function Participants Exhibit HH Form of Annual Compliance Statement Exhibit II Form of Report on Assessment of Compliance with Servicing Criteria Exhibit JJ CREFC® Payment Information Exhibit KK Form of Notice of Additional Indebtedness Notification Exhibit LL Additional Disclosure Notification (Accounts) Exhibit MM Form of Notice of Purchase of Controlling Class Certificate Exhibit NN Form of Asset Review Report by the Asset Representations Reviewer Exhibit OO Form of Asset Review Report Summary Exhibit PP Asset Review Procedures Exhibit QQ Form of Certification to Certificate Administrator Requesting Access to Secure Data Room Exhibit RR Form of Notice of [Additional Delinquent Mortgage Loan][Cessation of Delinquent Mortgage Loan][Cessation of Asset Review Trigger] Exhibit SS Form of Certificate Administrator Receipt of the HRR Certificates Exhibit TT Form of Certificate Administrator Receipt of the HRR Certificates Upon Transfer"Trustee").

Exhibits. 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 X-1 Certificate Exhibit A-4 Form of Class A-4 X-2 Certificate Exhibit A-5 Form of Class A-AB B Certificate Exhibit A-6 Form of Class A-BP C Certificate Exhibit A-7 Form of Class X-A D Certificate Exhibit A-8 Form of Class X-BP E Certificate Exhibit A-9 Form of Class X-B F Certificate Exhibit A-10 Form of Class X-D G Certificate Exhibit A-11 Form of Class A-S H Certificate Exhibit A-12 Form of Class B J Certificate Exhibit A-13 Form of Class C K Certificate Exhibit A-14 Form of Class D L Certificate Exhibit A-15 Form of Class E-RR M Certificate Exhibit A-16 Form of Class F-RR N Certificate Exhibit A-17 Form of Class G-RR NR Certificate Exhibit A-18 Form of Class H-RR SP-1 Certificate Exhibit A-19 Form of Class SP-2 Certificate Exhibit A-20 Form of Class SP-3 Certificate Exhibit A-21 Form of Class WM Certificate Exhibit A-22 Form of Class R Certificate Exhibit A-23 Form of Class LR Certificate Exhibit B Mortgage Loan Schedule Exhibit C Form of Investment Representation Letter Exhibit D-1 Form of Transferee Transfer Affidavit Exhibit D-2 Form of Transferor Letter Exhibit D-3 Form of Transferee Certificate for Transfers of the HRR Certificates Exhibit D-4 Form of Transferor Certificate for Transfers of the HRR Certificates Exhibit D-5 Form of Request of Sponsor Consent for Release of the HRR Certificates Exhibit E Form of Request for Release Exhibit F-1 F Form of ERISA Representation Letter regarding ERISA Restricted Certificates Exhibit F-2 Form of ERISA Representation Letter regarding Class R Certificates Exhibit G Form of Distribution Date Statement to Certificateholders Exhibit H Supplemental Servicer Schedule Form of Omnibus Assignment Exhibit I Form of Regulation S Transfer Certificate during Restricted Period Exhibit I-2 Form of Regulation S Transfer Certificate after Restricted Period Exhibit J Form of Purchase Option Notice Exhibit K Form of Transfer Certificate for Rule 144A Book-Entry Certificate to Temporary Regulation S Book-Entry Certificate during Restricted Period Exhibit J L-1 Form of CMSA Bond Level File Exhibit L-2 Form of CMSA Collateral Summary File Exhibit L-3 Form of CMSA Financial File Exhibit L-4 Form of CMSA Loan Periodic Update File Exhibit L-5 Form of CMSA Loan Setup File Exhibit L-6 Form of CMSA Property File Exhibit L-7 Form of CMSA Comparative Financial Status Report Exhibit L-8 Form of CMSA Delinquent Loan Status Report Exhibit L-9 Form of CMSA Historical Liquidation Report Exhibit L-10 Form of CMSA Historical Loan Modification Report Exhibit L-11 Form of CMSA NOI Adjustment Worksheet Exhibit L-12 Form of CMSA Operating Statement Analysis Report Exhibit L-13 Form of CMSA REO Status Report Exhibit L-14 Form of Updated Collection Report Exhibit L-15 Servicer Watchlist Criteria Exhibit M Form of Transfer Certificate for Rule 144A Book-Entry Certificate to Regulation S Book-Entry Certificate after Restricted Period Exhibit K N Form of Transfer Certificate for Temporary Regulation S Book-Entry Certificate to Rule 144A Global Book-Entry Certificate during Restricted Period Exhibit L O Form of Transfer Certificate for Temporary Regulation S Book-Entry Certificate to Regulation S Book-Entry Certificate after during Restricted Period Exhibit M Form of Transfer Certificate for Non-Book Entry Certificate to Temporary Regulation S Book-Entry Certificate Exhibit N Form of Transfer Certificate for Non-Book Entry Certificate to Regulation S Book-Entry Certificate Exhibit O Form of Transfer Certificate for Non-Book Entry Certificate to Rule 144A Book-Entry Certificate Exhibit P-1A Form of Investor Certification for Non-Borrower Party (for Persons other than the Directing Holder, the Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1B Form of Investor Certification for Non-Borrower Party (for the Directing Holder, Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1C Form of Investor Certification for Borrower Party (for Persons other than the Directing Holder, Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1D Form of Investor Certification for Borrower Party (for the Directing Holder, Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1E Form of Notice of Excluded Controlling Class Holder Exhibit P-1F Form of Notice of Excluded Controlling Class Holder to Certificate Administrator Exhibit P-1G Form of Certification of the Controlling Class Representative Exhibit P-2 Form of Certification for NRSROs Exhibit P-3 Online Market Data Provider Certification Exhibit Q Custodian Certification/Exception Report Exhibit R-1 Form of Power of Attorney by Trustee for Master Servicer Exhibit R-2 Form of Power of Attorney by Trustee for Special Servicer Exhibit S Initial Companion Holders, Initial Class Majority Certificateholder Exhibit T Form of Notice Relating to the Non-Serviced Mortgage Loans Exhibit U Form of Notice and Certification Regarding Defeasance of Mortgage Loan Exhibit V Form of Operating Advisor Annual Report Exhibit W Form of Notice from Operating Advisor Recommending Replacement of the Special Servicer Exhibit X Form of Confidentiality Agreement Exhibit Y P Form Certification to be Provided with Form 10-K Exhibit Z-1 Q Form of Certification to be Provided to Depositor by Certificate Administrator Exhibit Z-2 R Initial Companion Holders Exhibit S ARCap Naming Convention Exhibit T Controlling Class Certificateholder Reports Checklist Exhibit U Form of Initial Certification to be Provided to Depositor by Master Servicer of Trustee Exhibit Z-3 V Form of Final Certification to be Provided to Depositor by Special Servicer of the Trustee Exhibit Z-4 W Form of Certification to be Provided to Depositor by Trustee Defeasance Certificate Exhibit Z-5 X-1 Form of Certification to be Provided to Depositor Information Request by Operating Advisor Certificateholder or Certificate Owner Exhibit Z-6 X-2 Form of Certification to be Provided to Depositor Information Request by Custodian Exhibit Z-7 Form Prospective Purchaser Schedule 1 Mortgage Loans Containing Additional Debt Schedule 2 Mortgage Loans that Initially Pay Interest Only This Pooling and Servicing Agreement (the "Agreement") is dated and effective as of Certification to be Provided to Depositor by Asset Representations Reviewer Exhibit AA Servicing Criteria to be Addressed in Assessment of Compliance Exhibit BB Additional Form 10-D Disclosure Exhibit CC Additional Form 10-K Disclosure Exhibit DD Form 8-K Disclosure Information Exhibit EE Additional Disclosure Notification Exhibit FF Initial Sub-Servicers Exhibit GG Servicing Function Participants Exhibit HH Form of Annual Compliance Statement Exhibit II Form of Report on Assessment of Compliance with Servicing Criteria Exhibit JJ CREFC® Payment Information Exhibit KK Form of Notice of Additional Indebtedness Notification Exhibit LL Additional Disclosure Notification (Accounts) Exhibit MM Form of Notice of Purchase of Controlling Class Certificate Exhibit NN Form of Asset Review Report by the Asset Representations Reviewer Exhibit OO Form of Asset Review Report Summary Exhibit PP Asset Review Procedures Exhibit QQ Form of Certification to Certificate Administrator Requesting Access to Secure Data Room Exhibit RR Form of Notice of [Additional Delinquent Mortgage Loan][Cessation of Delinquent Mortgage Loan][Cessation of Asset Review Trigger] Exhibit SS Form of Certificate Administrator Receipt of the HRR Certificates Exhibit TT Form of Certificate Administrator Receipt of the HRR Certificates Upon TransferDecember 1, 2002, among J.P. Morgan Cxxxx Xxxxxxcxxx Xortgage Securities Corp., as Depositor, Wachovia Bank, National Association, as Servicer, ARCap Special Servicing, Inc., as Special Servicer, Wells Fargo Bxxx Xinnesota, N.A., as Trustee, and LaSalle Bank National Association, as Paying Agent.

Exhibits. Exhibit EXHIBIT A-1 - Form of Face of Class A-1 Certificate Exhibit EXHIBIT A-2 - Form of Face of Class A-2 Certificate Exhibit EXHIBIT A-3 - Form of Face of Class A-3 Certificate Exhibit EXHIBIT A-4 - Form of Face of Class A-4 Certificate Exhibit EXHIBIT A-5 - Form of Face of Class A-5 Certificate EXHIBIT A-6 - Form of Face of Class A-6 Certificate EXHIBIT A-7 - Form of Face of Class A-7 Certificate EXHIBIT A-8 - Form of Face of Class A-8 Certificate EXHIBIT A-9 - Form of Face of Class A-9 Certificate EXHIBIT A-10 - Form of Face of Class A-10 Certificate EXHIBIT A-IO - Form of Face of Class A-AB IO Certificate Exhibit A-6 EXHIBIT A-R - Form of Face of Class A-BP R Certificate Exhibit A-7 EXHIBIT A-LR - Form of Class X-A Certificate Exhibit A-8 Form of Class X-BP Certificate Exhibit A-9 Form of Class X-B Certificate Exhibit A-10 Form of Class X-D Certificate Exhibit A-11 Form Face of Class A-S LR Certificate Exhibit A-12 EXHIBIT B-1 - Form of Face of Class B B-1 Certificate Exhibit A-13 EXHIBIT B-2 - Form of Face of Class C B-2 Certificate Exhibit A-14 EXHIBIT B-3 - Form of Face of Class D B-3 Certificate Exhibit A-15 EXHIBIT B-4 - Form of Face of Class E-RR B-4 Certificate Exhibit A-16 EXHIBIT B-5 - Form of Face of Class F-RR B-5 Certificate Exhibit A-17 EXHIBIT B-6 - Form of Face of Class G-RR B-6 Certificate Exhibit A-18 EXHIBIT C - Form of Class HReverse of Series 2004-RR Certificate Exhibit A-19 Form W Certificates EXHIBIT D - Reserved EXHIBIT E - Custodial Agreement EXHIBIT F-1 - Schedule of Class R Certificate Exhibit B Type 1 Mortgage Loan Loans EXHIBIT F-2 - Schedule Exhibit C Form of Investment Representation Letter Exhibit D-1 Form of Transferee Affidavit Exhibit D-2 Form of Transferor Letter Exhibit D-3 Form of Transferee Certificate for Transfers of the HRR Certificates Exhibit D-4 Form of Transferor Certificate for Transfers of the HRR Certificates Exhibit D-5 Form of Request of Sponsor Consent for Release of the HRR Certificates Exhibit E Form of Other Servicer Mortgage Loans EXHIBIT G - Request for Release Exhibit F-1 Form EXHIBIT H - Affidavit Pursuant to Section 860E(e)(4) of ERISA Representation Letter regarding ERISA Restricted Certificates Exhibit F-2 Form the Internal Revenue Code of ERISA Representation Letter regarding Class R Certificates Exhibit G Form of Distribution Date Statement Exhibit H Supplemental Servicer Schedule Exhibit I Form of Transfer Certificate for Rule 144A Book-Entry Certificate to Temporary Regulation S Book-Entry Certificate during Restricted Period Exhibit J Form of Transfer Certificate for Rule 144A Book-Entry Certificate to Regulation S Book-Entry Certificate after Restricted Period Exhibit K Form of Transfer Certificate for Temporary Regulation S Book-Entry Certificate to Rule 144A Book-Entry Certificate during Restricted Period Exhibit L Form of Transfer Certificate for Temporary Regulation S Book-Entry Certificate to Regulation S Book-Entry Certificate after Restricted Period Exhibit M Form of Transfer Certificate 1986, as amended, and for Non-Book Entry Certificate to Temporary Regulation S Book-Entry Certificate Exhibit N ERISA Investors EXHIBIT I - Letter from Transferor of Residual Certificates EXHIBIT J - Transferee's Letter (Class [B4] [B5] [B6] Certificates) EXHIBIT K - List of Recordation States EXHIBIT L - Servicing Agreements EXHIBIT M - Form of Transfer Certificate for Non-Book Entry Certificate to Regulation S Book-Entry Certificate Exhibit O Special Servicing Agreement EXHIBIT N - Form of Transfer Certificate for Non-Book Entry Certificate to Rule 144A Book-Entry Certificate Exhibit P-1A Form of Investor Certification for Non-Borrower Party (for Persons other than the Directing Holder, the Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1B Form of Investor Certification for Non-Borrower Party (for the Directing Holder, Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1C Form of Investor Certification for Borrower Party (for Persons other than the Directing Holder, Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1D Form of Investor Certification for Borrower Party (for the Directing Holder, Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1E Form of Notice of Excluded Controlling Class Holder Exhibit P-1F Form of Notice of Excluded Controlling Class Holder to Certificate Administrator Exhibit P-1G Form of Initial Certification of the Controlling Class Representative Exhibit P-2 Custodian EXHIBIT O - Form of Final Certification for NRSROs Exhibit P-3 Online Market Data Provider Certification Exhibit Q of the Custodian Certification/Exception Report Exhibit R-1 EXHIBIT P - Form of Power Sarbanes-Oxley Certification SCHEDULE I - Applicable Unscheduled Pxxxxxxxx Xxxxxpt Period This Pooling and Servicing Agreement, dated as of Attorney October 18, 2004 executed by Trustee for WELLS FARGO ASSET SECURITIES CORPORATION, as Seller, WELLS FARGO BANK, X.X., as Master Servicer Exhibit R-2 Form of Power of Attorney by Trustee for Special Servicer Exhibit S Initial Companion HoldersServicer, Initial Class Majority Certificateholder Exhibit T Form of Notice Relating to the Non-Serviced Mortgage Loans Exhibit U Form of Notice and Certification Regarding Defeasance of Mortgage Loan Exhibit V Form of Operating Advisor Annual Report Exhibit W Form of Notice from Operating Advisor Recommending Replacement of the Special Servicer Exhibit X Form of Confidentiality Agreement Exhibit Y Form Certification to be Provided with Form 10-K Exhibit Z-1 Form of Certification to be Provided to Depositor by Certificate Administrator Exhibit Z-2 Form of Certification to be Provided to Depositor by Master Servicer Exhibit Z-3 Form of Certification to be Provided to Depositor by Special Servicer Exhibit Z-4 Form of Certification to be Provided to Depositor by Trustee Exhibit Z-5 Form of Certification to be Provided to Depositor by Operating Advisor Exhibit Z-6 Form of Certification to be Provided to Depositor by Custodian Exhibit Z-7 Form of Certification to be Provided to Depositor by Asset Representations Reviewer Exhibit AA Servicing Criteria to be Addressed in Assessment of Compliance Exhibit BB Additional Form 10-D Disclosure Exhibit CC Additional Form 10-K Disclosure Exhibit DD Form 8-K Disclosure Information Exhibit EE Additional Disclosure Notification Exhibit FF Initial Sub-Servicers Exhibit GG Servicing Function Participants Exhibit HH Form of Annual Compliance Statement Exhibit II Form of Report on Assessment of Compliance with Servicing Criteria Exhibit JJ CREFC® Payment Information Exhibit KK Form of Notice of Additional Indebtedness Notification Exhibit LL Additional Disclosure Notification (Accounts) Exhibit MM Form of Notice of Purchase of Controlling Class Certificate Exhibit NN Form of Asset Review Report by the Asset Representations Reviewer Exhibit OO Form of Asset Review Report Summary Exhibit PP Asset Review Procedures Exhibit QQ Form of Certification to Certificate Administrator Requesting Access to Secure Data Room Exhibit RR Form of Notice of [Additional Delinquent Mortgage Loan][Cessation of Delinquent Mortgage Loan][Cessation of Asset Review Trigger] Exhibit SS Form of Certificate Administrator Receipt of the HRR Certificates Exhibit TT Form of Certificate Administrator Receipt of the HRR Certificates Upon TransferWACHOVIA BANK, NATIONAL XXXXCIATION, as Trustee.

Exhibits. Exhibit A-1 Form of Class A-1 Certificate Certificates Exhibit A-2 Form of Class A-2 Certificate Certificates Exhibit A-3 Form of Class A-3 Certificate Exhibit A-4 Form of Class A-4 Certificate Exhibit A-5 A-IO Form of Class A-AB Certificate IO Certificates Exhibit A-6 Form of Class A-BP Certificate Exhibit A-7 Form of Class X-A Certificate Exhibit A-8 Form of Class X-BP Certificate Exhibit A-9 Form of Class X-B Certificate Exhibit A-10 Form of Class X-D Certificate Exhibit A-11 Form of Class A-S Certificate Exhibit A-12 Form of Class B Certificate Certificates Exhibit A-13 Form of Class C Certificate Exhibit A-14 Form of Class D Certificate Exhibit A-15 Form of Class E-RR Certificate Exhibit A-16 Form of Class F-RR Certificate Exhibit A-17 Form of Class G-RR Certificate Exhibit A-18 Form of Class H-RR Certificate Exhibit A-19 C-1 Form of Class R Certificate Exhibit B C-2 Form of Class M-1 Certificates Exhibit C-3 Form of Class M-2 Certificates Exhibit C-4 Form of Class M-3 Certificates Exhibit C-5 Form of Class M-4 Certificates Exhibit C-6 Form of Class CE Certificates Exhibit C-7 Form of Class P Certificates Exhibit D-1 Group 1 Mortgage Loan Schedule Exhibit C Form of Investment Representation Letter Exhibit D-1 Form of Transferee Affidavit Exhibit D-2 Form of Transferor Letter Exhibit D-3 Form of Transferee Certificate for Transfers of the HRR Certificates Exhibit D-4 Form of Transferor Certificate for Transfers of the HRR Certificates Exhibit D-5 Form of Request of Sponsor Consent for Release of the HRR Certificates Group 2 Mortgage Loan Schedule Exhibit E Form of Request for Release Exhibit F-1 Form of ERISA Representation Letter regarding ERISA Restricted Certificates Trustee's Initial Certification Exhibit F-2 Form of ERISA Representation Letter regarding Class R Certificates Trustee's Final Certification Exhibit F-3 Form of Receipt of Mortgage Note Exhibit G Mortgage Loan Purchase Agreement Exhibit H Form of Distribution Date Statement Exhibit H Supplemental Servicer Schedule Lost Note Affidavit Exhibit I Form of Transfer Certificate for Rule 144A Book-Entry Certificate to Temporary Regulation S Book-Entry Certificate during Restricted Period ERISA Representation Exhibit J Form of Transfer Certificate for Rule 144A Book-Entry Certificate to Regulation S Book-Entry Certificate after Restricted Period Investment Letter Exhibit K Form of Class R Certificate Transfer Certificate for Temporary Regulation S Book-Entry Certificate to Rule 144A Book-Entry Certificate during Restricted Period Affidavit Exhibit L Form of Transfer Transferor Certificate for Temporary Regulation S Book-Entry Certificate to Regulation S Book-Entry Certificate after Restricted Period Exhibit M Form Monthly Information Provided by Servicer Schedule I Prepayment Charge Schedule This Pooling and Servicing Agreement is dated as of Transfer Certificate for Non-Book Entry Certificate to Temporary Regulation S Book-Entry Certificate Exhibit N Form of Transfer Certificate for Non-Book Entry Certificate to Regulation S Book-Entry Certificate Exhibit O Form of Transfer Certificate for Non-Book Entry Certificate to Rule 144A Book-Entry Certificate Exhibit P-1A Form of Investor Certification for Non-Borrower Party July 1, 2002 (for Persons other than the Directing Holder"Agreement"), among ASSET BACKED FUNDING CORPORATION, as depositor (the Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1B Form of Investor Certification for Non-Borrower Party "Depositor"), OCWEN FEDERAL BANK FSB, as servicer (for the Directing Holder"Servicer"), Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1C Form of Investor Certification for Borrower Party and U.S. BANK NATIONAL ASSOCIATION, as trustee (for Persons other than the Directing Holder, Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1D Form of Investor Certification for Borrower Party (for the Directing Holder, Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1E Form of Notice of Excluded Controlling Class Holder Exhibit P-1F Form of Notice of Excluded Controlling Class Holder to Certificate Administrator Exhibit P-1G Form of Certification of the Controlling Class Representative Exhibit P-2 Form of Certification for NRSROs Exhibit P-3 Online Market Data Provider Certification Exhibit Q Custodian Certification/Exception Report Exhibit R-1 Form of Power of Attorney by Trustee for Master Servicer Exhibit R-2 Form of Power of Attorney by Trustee for Special Servicer Exhibit S Initial Companion Holders, Initial Class Majority Certificateholder Exhibit T Form of Notice Relating to the Non-Serviced Mortgage Loans Exhibit U Form of Notice and Certification Regarding Defeasance of Mortgage Loan Exhibit V Form of Operating Advisor Annual Report Exhibit W Form of Notice from Operating Advisor Recommending Replacement of the Special Servicer Exhibit X Form of Confidentiality Agreement Exhibit Y Form Certification to be Provided with Form 10-K Exhibit Z-1 Form of Certification to be Provided to Depositor by Certificate Administrator Exhibit Z-2 Form of Certification to be Provided to Depositor by Master Servicer Exhibit Z-3 Form of Certification to be Provided to Depositor by Special Servicer Exhibit Z-4 Form of Certification to be Provided to Depositor by Trustee Exhibit Z-5 Form of Certification to be Provided to Depositor by Operating Advisor Exhibit Z-6 Form of Certification to be Provided to Depositor by Custodian Exhibit Z-7 Form of Certification to be Provided to Depositor by Asset Representations Reviewer Exhibit AA Servicing Criteria to be Addressed in Assessment of Compliance Exhibit BB Additional Form 10-D Disclosure Exhibit CC Additional Form 10-K Disclosure Exhibit DD Form 8-K Disclosure Information Exhibit EE Additional Disclosure Notification Exhibit FF Initial Sub-Servicers Exhibit GG Servicing Function Participants Exhibit HH Form of Annual Compliance Statement Exhibit II Form of Report on Assessment of Compliance with Servicing Criteria Exhibit JJ CREFC® Payment Information Exhibit KK Form of Notice of Additional Indebtedness Notification Exhibit LL Additional Disclosure Notification (Accounts) Exhibit MM Form of Notice of Purchase of Controlling Class Certificate Exhibit NN Form of Asset Review Report by the Asset Representations Reviewer Exhibit OO Form of Asset Review Report Summary Exhibit PP Asset Review Procedures Exhibit QQ Form of Certification to Certificate Administrator Requesting Access to Secure Data Room Exhibit RR Form of Notice of [Additional Delinquent Mortgage Loan][Cessation of Delinquent Mortgage Loan][Cessation of Asset Review Trigger] Exhibit SS Form of Certificate Administrator Receipt of the HRR Certificates Exhibit TT Form of Certificate Administrator Receipt of the HRR Certificates Upon Transfer"Trustee").

Exhibits. Exhibit The Exhibits listed below in this Section are incorporated in this Lease by reference and are to be construed as part of this Lease: EXHIBIT A-1 Plans Showing Phase I — the Premises, the Phase I Lot and the Park (including the Building Parking Area and Common Areas) EXHIBIT A-2 Legal Description of the Phase I Lot EXHIBIT A-3 Plans showing Phase II — the Premises, the Phase II Lot and the Park (including the Building Parking Area and Common Areas) EXHIBIT A-4 Legal Description of the Phase II Lot EXHIBIT A-5 Plans showing Phase III — the Premises, the Phase III Lot and the Park (including the Building Parking Area and Common Areas) EXHIBIT A-6 Legal Description of the Phase III Lot EXHIBIT A-7 Plan of Entire Site for Phase I, II and III and Associated Parking Structures EXHIBIT A-8 Parking Plan EXHIBIT B-1 Base Building Plans for Phase I (including Stage One and Stage Two) EXHIBIT B-1A Tenant Improvement Plans for Phase I EXHIBIT B-2 Base Building Outline Specifications for Phase I EXHIBIT B-2A Tenant Improvement Specifications for Phase I EXHIBIT B-3 Preliminary Base Building for Phase II EXHIBIT B-3A Tenant Improvement Plans for Phase II EXHIBIT B-4 Base Building Outline Specifications for Phase II EXHIBIT B-4A Tenant Improvement Specifications for Phase II EXHIBIT B-5 Preliminary Base Building Plans for Phase III EXHIBIT B-6 Base Building Outline Specifications for Phase III EXHIBIT B-7 Outline of Phase II/III Connector Costs EXHIBIT B-8 Outline of Additional Tenant’s Work EXHIBIT C-1 Form of Class A-1 Certificate Exhibit A-2 of Substantial Completion EXHIBIT C-2 Form of Class A-2 Certificate Exhibit A-3 Form of Class A-3 Final Completion EXHIBIT D Landlord’s Services EXHIBIT E Rules and Regulations EXHIBIT F Option to Extend EXHIBIT G Tenant Estoppel Certificate Exhibit A-4 Form of Class A-4 Certificate Exhibit A-5 Form of Class AEXHIBIT H Purchase and Sale Agreements containing Tyco Environmental Indemnities EXHIBIT I Park Covenants EXHIBIT J Subordination, Non-AB Certificate Exhibit A-6 Form of Class A-BP Certificate Exhibit A-7 Form of Class X-A Certificate Exhibit A-8 Form of Class X-BP Certificate Exhibit A-9 Form of Class X-B Certificate Exhibit A-10 Form of Class X-D Certificate Exhibit A-11 Form of Class A-S Certificate Exhibit A-12 Form of Class B Certificate Exhibit A-13 Form of Class C Certificate Exhibit A-14 Form of Class D Certificate Exhibit A-15 Form of Class E-RR Certificate Exhibit A-16 Form of Class F-RR Certificate Exhibit A-17 Form of Class G-RR Certificate Exhibit A-18 Form of Class H-RR Certificate Exhibit A-19 Form of Class R Certificate Exhibit B Mortgage Loan Schedule Exhibit C Form of Investment Representation Letter Exhibit D-1 Form of Transferee Affidavit Exhibit D-2 Form of Transferor Letter Exhibit D-3 Form of Transferee Certificate for Transfers of the HRR Certificates Exhibit D-4 Form of Transferor Certificate for Transfers of the HRR Certificates Exhibit D-5 Form of Request of Sponsor Consent for Release of the HRR Certificates Exhibit E Form of Request for Release Exhibit F-1 Form of ERISA Representation Letter regarding ERISA Restricted Certificates Exhibit F-2 Form of ERISA Representation Letter regarding Class R Certificates Exhibit G Form of Distribution Date Statement Exhibit H Supplemental Servicer Schedule Exhibit I Form of Transfer Certificate for Rule 144A Book-Entry Certificate to Temporary Regulation S Book-Entry Certificate during Restricted Period Exhibit J Form of Transfer Certificate for Rule 144A Book-Entry Certificate to Regulation S Book-Entry Certificate after Restricted Period Exhibit Disturbance and Attomment Agreement EXHIBIT K Form of Transfer Certificate for Temporary Regulation S Book-Entry Certificate to Rule 144A Book-Entry Certificate during Restricted Period Exhibit Work Change Order EXHIBIT L Form Definition of Transfer Certificate for Temporary Regulation S Book-Entry Certificate to Regulation S Book-Entry Certificate after Restricted Period Exhibit Cost of the Work EXHIBIT M Form Equity Participation EXHIBIT N Right of Transfer Certificate for Non-Book Entry Certificate to Temporary Regulation S Book-Entry Certificate Exhibit N Form First Offer EXHIBIT 0 Guaranty of Transfer Certificate for Non-Book Entry Certificate to Regulation S Book-Entry Certificate Exhibit O Form Completion EXHIBIT P Definition of Transfer Certificate for Non-Book Entry Certificate to Rule 144A Book-Entry Certificate Exhibit P-1A Form of Investor Certification for Non-Borrower Party (for Persons other than the Directing Holder, the Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1B Form of Investor Certification for Non-Borrower Party (for the Directing Holder, Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1C Form of Investor Certification for Borrower Party (for Persons other than the Directing Holder, Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1D Form of Investor Certification for Borrower Party (for the Directing Holder, Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1E Market Rent EXHIBIT Q Form of Notice of Excluded Controlling Class Holder Lease Off- EXHIBIT R Site Traffic Improvements EXHIBIT R-1 Traffic Mitigation Exhibit P-1F Form of Notice of Excluded Controlling Class Holder to Certificate Administrator Exhibit P-1G Form of Certification of the Controlling Class Representative Exhibit P-2 Form of Certification for NRSROs Exhibit P-3 Online Market Data Provider Certification Exhibit Q Custodian Certification/Exception Report Exhibit R-1 Form of Power of Attorney by Trustee for Master Servicer Exhibit R-2 Form of Power of Attorney by Trustee for Special Servicer Exhibit S Initial Companion Holders, Initial Class Majority Certificateholder Exhibit EXHIBIT S-1 Phase I Schedule EXHIBIT S-2 Phase II Schedule EXHIBIT S-3 Phase III Schedule EXHIBIT T Form of Notice Relating to the Non-Serviced Mortgage Loans Exhibit Letter of Credit (if applicable) EXHIBIT U Form Phase III Expansion EXHIBIT U-1 Pro Forma (Phase III) EXHIBIT U-2 Termination Expenses EXHIBIT U-3 Pro Forma (Phase I and Phase II) EXHIBIT U-4 Conceptual Phase III Plan EXHIBIT V Right of Notice First Refusal EXHIBIT W Subsurface Sampling and Certification Regarding Defeasance Environmental Assessment Protocol SCHEDULE 2.1 List of Mortgage Loan Exhibit V Form of Operating Advisor Annual Report Exhibit W Form of Notice from Operating Advisor Recommending Replacement of the Special Servicer Exhibit X Form of Permitted Exceptions SCHEDULE 4.3 TIF Agreement SCHEDULE 5.1.10 Tenant’s Security and Confidentiality Agreement Exhibit Y Form Certification to be Provided with Form 10-K Exhibit Z-1 Form of Certification to be Provided to Depositor by Certificate Administrator Exhibit Z-2 Form of Certification to be Provided to Depositor by Master Servicer Exhibit Z-3 Form of Certification to be Provided to Depositor by Special Servicer Exhibit Z-4 Form of Certification to be Provided to Depositor by Trustee Exhibit Z-5 Form of Certification to be Provided to Depositor by Operating Advisor Exhibit Z-6 Form of Certification to be Provided to Depositor by Custodian Exhibit Z-7 Form of Certification to be Provided to Depositor by Asset Representations Reviewer Exhibit AA Servicing Criteria to be Addressed in Assessment of Compliance Exhibit BB Additional Form 10-D Disclosure Exhibit CC Additional Form 10-K Disclosure Exhibit DD Form 8-K Disclosure Information Exhibit EE Additional Disclosure Notification Exhibit FF Initial Sub-Servicers Exhibit GG Servicing Function Participants Exhibit HH Form of Annual Compliance Statement Exhibit II Form of Report on Assessment of Compliance with Servicing Criteria Exhibit JJ CREFC® Payment Information Exhibit KK Form of Notice of Additional Indebtedness Notification Exhibit LL Additional Disclosure Notification (Accounts) Exhibit MM Form of Notice of Purchase of Controlling Class Certificate Exhibit NN Form of Asset Review Report by the Asset Representations Reviewer Exhibit OO Form of Asset Review Report Summary Exhibit PP Asset Review Procedures Exhibit QQ Form of Certification to Certificate Administrator Requesting Access to Secure Data Room Exhibit RR Form of Notice of [Additional Delinquent Mortgage Loan][Cessation of Delinquent Mortgage Loan][Cessation of Asset Review Trigger] Exhibit SS Form of Certificate Administrator Receipt of the HRR Certificates Exhibit TT Form of Certificate Administrator Receipt of the HRR Certificates Upon TransferProtocol SCHEDULE 6.1.8 Tenant’s Signage Locations and Specifications and Site Amenity Plan

Exhibits. Exhibit EXHIBIT A-I-A-1 - Form of Face of Class I-A-1 Certificate Exhibit EXHIBIT A-I-A-2 - Form of Face of Class I-A-2 Certificate Exhibit EXHIBIT A-I-A-3 - Form of Face of Class I-A-3 Certificate Exhibit A-4 EXHIBIT A-I-A-R - Form of Face of Class A-4 I-A-R Certificate Exhibit A-5 EXHIBIT A-II-A-1 - Form of Face of Class II-A-1 Certificate EXHIBIT A-A-PO - Form of Face of Class A-AB PO Certificate Exhibit A-6 EXHIBIT B-1 - Form of Face of Class A-BP B-1 Certificate Exhibit A-7 EXHIBIT B-2 - Form of Face of Class X-A B-2 Certificate Exhibit A-8 EXHIBIT B-3 - Form of Face of Class X-BP B-3 Certificate Exhibit A-9 EXHIBIT B-4 - Form of Face of Class X-B B-4 Certificate Exhibit A-10 EXHIBIT B-5 - Form of Face of Class X-D B-5 Certificate Exhibit A-11 EXHIBIT B-6 - Form of Face of Class A-S B-6 Certificate Exhibit A-12 EXHIBIT C - Form of Class B Certificate Exhibit A-13 Form Reverse of Class C Certificate Exhibit A-14 Form Series 2003-1 Certificates EXHIBIT D - Reserved EXHIBIT E - Custodial Agreement EXHIBIT F-1A - Schedule of Class D Certificate Exhibit A-15 Form Type 1 Mortgage Loans in Loan Group I EXHIBIT F-1B - Schedule of Class E-RR Certificate Exhibit A-16 Form of Class F-RR Certificate Exhibit A-17 Form of Class G-RR Certificate Exhibit A-18 Form of Class H-RR Certificate Exhibit A-19 Form of Class R Certificate Exhibit B Type 1 Mortgage Loans in Loan Schedule Exhibit C Form of Investment Representation Letter Exhibit D-1 Form of Transferee Affidavit Exhibit D-2 Form of Transferor Letter Exhibit D-3 Form of Transferee Certificate for Transfers of the HRR Certificates Exhibit D-4 Form of Transferor Certificate for Transfers of the HRR Certificates Exhibit D-5 Form of Request of Sponsor Consent for Release of the HRR Certificates Exhibit E Form of Group II EXHIBIT G - Request for Release Exhibit F-1 Form EXHIBIT H - Affidavit Pursuant to Section 860E(e)(4) of ERISA Representation Letter regarding ERISA Restricted Certificates Exhibit F-2 Form the Internal Revenue Code of ERISA Representation Letter regarding Class R Certificates Exhibit G Form of Distribution Date Statement Exhibit H Supplemental Servicer Schedule Exhibit I Form of Transfer Certificate for Rule 144A Book-Entry Certificate to Temporary Regulation S Book-Entry Certificate during Restricted Period Exhibit J Form of Transfer Certificate for Rule 144A Book-Entry Certificate to Regulation S Book-Entry Certificate after Restricted Period Exhibit K Form of Transfer Certificate for Temporary Regulation S Book-Entry Certificate to Rule 144A Book-Entry Certificate during Restricted Period Exhibit L Form of Transfer Certificate for Temporary Regulation S Book-Entry Certificate to Regulation S Book-Entry Certificate after Restricted Period Exhibit M Form of Transfer Certificate 1986, as amended, and for Non-Book Entry Certificate to Temporary Regulation S Book-Entry Certificate Exhibit N ERISA Investors EXHIBIT I - Letter from Transferor of Residual Certificates EXHIBIT J - Transferee's Letter (Class [B-4] [B-5] [B-6] Certificates) EXHIBIT K - Reserved EXHIBIT L - Servicing Agreements EXHIBIT M - Form of Transfer Certificate for Non-Book Entry Certificate to Regulation S Book-Entry Certificate Exhibit O Special Servicing Agreement EXHIBIT N - Form of Transfer Certificate for Non-Book Entry Certificate to Rule 144A Book-Entry Certificate Exhibit P-1A Form of Investor Certification for Non-Borrower Party (for Persons other than the Directing Holder, the Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1B Form of Investor Certification for Non-Borrower Party (for the Directing Holder, Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1C Form of Investor Certification for Borrower Party (for Persons other than the Directing Holder, Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1D Form of Investor Certification for Borrower Party (for the Directing Holder, Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1E Form of Notice of Excluded Controlling Class Holder Exhibit P-1F Form of Notice of Excluded Controlling Class Holder to Certificate Administrator Exhibit P-1G Form of Initial Certification of the Controlling Class Representative Exhibit P-2 Custodian EXHIBIT O - Form of Final Certification for NRSROs Exhibit P-3 Online Market Data Provider Certification Exhibit Q of the Custodian Certification/Exception Report Exhibit R-1 Form SCHEDULE I - Applicable Unscheduled Principal Receipt Period This Pooling and Servicing Agreement, dated as of Power of Attorney August 28, 2003 executed by Trustee for WELLS FARGO ASSET SECURITIES CORPORATION, as Seller, WELLS FARGO BANK MXXXXXOTA, NATIONAL ASSOCIATION, as Master Servicer Exhibit R-2 Form of Power of Attorney by Trustee for Special Servicer Exhibit S Initial Companion Holdersanx XXXHOVIA BANK, Initial Class Majority Certificateholder Exhibit T Form of Notice Relating to the Non-Serviced Mortgage Loans Exhibit U Form of Notice and Certification Regarding Defeasance of Mortgage Loan Exhibit V Form of Operating Advisor Annual Report Exhibit W Form of Notice from Operating Advisor Recommending Replacement of the Special Servicer Exhibit X Form of Confidentiality Agreement Exhibit Y Form Certification to be Provided with Form 10-K Exhibit Z-1 Form of Certification to be Provided to Depositor by Certificate Administrator Exhibit Z-2 Form of Certification to be Provided to Depositor by Master Servicer Exhibit Z-3 Form of Certification to be Provided to Depositor by Special Servicer Exhibit Z-4 Form of Certification to be Provided to Depositor by Trustee Exhibit Z-5 Form of Certification to be Provided to Depositor by Operating Advisor Exhibit Z-6 Form of Certification to be Provided to Depositor by Custodian Exhibit Z-7 Form of Certification to be Provided to Depositor by Asset Representations Reviewer Exhibit AA Servicing Criteria to be Addressed in Assessment of Compliance Exhibit BB Additional Form 10-D Disclosure Exhibit CC Additional Form 10-K Disclosure Exhibit DD Form 8-K Disclosure Information Exhibit EE Additional Disclosure Notification Exhibit FF Initial Sub-Servicers Exhibit GG Servicing Function Participants Exhibit HH Form of Annual Compliance Statement Exhibit II Form of Report on Assessment of Compliance with Servicing Criteria Exhibit JJ CREFC® Payment Information Exhibit KK Form of Notice of Additional Indebtedness Notification Exhibit LL Additional Disclosure Notification (Accounts) Exhibit MM Form of Notice of Purchase of Controlling Class Certificate Exhibit NN Form of Asset Review Report by the Asset Representations Reviewer Exhibit OO Form of Asset Review Report Summary Exhibit PP Asset Review Procedures Exhibit QQ Form of Certification to Certificate Administrator Requesting Access to Secure Data Room Exhibit RR Form of Notice of [Additional Delinquent Mortgage Loan][Cessation of Delinquent Mortgage Loan][Cessation of Asset Review Trigger] Exhibit SS Form of Certificate Administrator Receipt of the HRR Certificates Exhibit TT Form of Certificate Administrator Receipt of the HRR Certificates Upon TransferNATIONAL ASSOCIATION, as Trustee.

Exhibits. The following exhibits attached hereto supplement the exhibits included in the Base Indenture. Exhibit A-1 A-1: Form of Restricted Global Class A-1 Certificate A Note Exhibit A-2 A-2: Form of Temporary Global Class A-2 Certificate A Note Exhibit A-3 A-3: Form of Permanent Global Class A-3 Certificate A Note Exhibit A-4 B-1: Form of Restricted Global Class A-4 Certificate B Note Exhibit A-5 B-2: Form of Temporary Global Class A-AB Certificate B Note Exhibit A-6 B-3: Form of Permanent Global Class A-BP Certificate B Note Exhibit A-7 C-1: Form of Restricted Global Class X-A Certificate C Note Exhibit A-8 C-2: Form of Temporary Global Class X-BP Certificate C Note Exhibit A-9 C-3: Form of Permanent Global Class X-B Certificate C Note Exhibit A-10 D-1: Form of Restricted Global Class X-D Certificate R Note Exhibit A-11 D-2: Form of Temporary Global Class A-S Certificate R Note Exhibit A-12 D-3: Form of Permanent Global Class B Certificate R Note Exhibit A-13 E: Form of Class C Certificate Series 2023-2 Demand Note Exhibit A-14 F: Form of Class D Certificate Letter of Credit Exhibit A-15 G: Form of Class E-RR Certificate Lease Payment Deficit Notice Exhibit A-16 H: Form of Class F-RR Certificate Demand Notice Exhibit A-17 I: Form of Class G-RR Certificate Supplemental Indenture No. 4 to the Base Indenture Exhibit A-18 J: Form of Class H-RR Certificate Amendment to the AESOP I Operating Lease Exhibit A-19 K: Form of Class R Certificate Amendment to the Finance Lease Exhibit B Mortgage Loan Schedule Exhibit C L: Form of Investment Representation Letter Amendment to the AESOP I Operating Lease Loan Agreement Exhibit D-1 M: Form of Transferee Affidavit Amendment to the AESOP I Finance Lease Loan Agreement Exhibit D-2 N: Form of Transferor Letter Amendment to the AESOP II Operating Lease Exhibit D-3 O: Form of Transferee Certificate for Transfers of Amendment to the HRR Certificates Master Exchange Agreement Exhibit D-4 P: Form of Transferor Certificate for Transfers of Amendment to the HRR Certificates Escrow Agreement Exhibit D-5 Q: Form of Request of Sponsor Consent for Release of Amendment to the HRR Certificates Administration Agreement Exhibit E R: Form of Request for Release Amendment to the AESOP II Operating Lease Loan Agreement Exhibit F-1 S: Form of ERISA Representation Letter regarding ERISA Restricted Certificates Amendment to the Original AESOP Nominee Agreement Exhibit F-2 T: Form of ERISA Representation Letter regarding Class R Certificates Amendment to the Disposition Agent Agreement Exhibit G U: Form of Distribution Date Statement Exhibit H Supplemental Servicer Schedule Exhibit I Form of Transfer Certificate for Rule 144A Book-Entry Certificate to Temporary Regulation S Book-Entry Certificate during Restricted Period Exhibit J Form of Transfer Certificate for Rule 144A Book-Entry Certificate to Regulation S Book-Entry Certificate after Restricted Period Exhibit K Form of Transfer Certificate for Temporary Regulation S Book-Entry Certificate to Rule 144A Book-Entry Certificate during Restricted Period Exhibit L Form of Transfer Certificate for Temporary Regulation S Book-Entry Certificate to Regulation S Book-Entry Certificate after Restricted Period Exhibit M Form of Transfer Certificate for Non-Book Entry Certificate to Temporary Regulation S Book-Entry Certificate Exhibit N Form of Transfer Certificate for Non-Book Entry Certificate to Regulation S Book-Entry Certificate Exhibit O Form of Transfer Certificate for Non-Book Entry Certificate to Rule 144A Book-Entry Certificate Exhibit P-1A Form of Investor Certification for Non-Borrower Party (for Persons other than the Directing Holder, the Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1B Form of Investor Certification for Non-Borrower Party (for the Directing Holder, Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1C Form of Investor Certification for Borrower Party (for Persons other than the Directing Holder, Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1D Form of Investor Certification for Borrower Party (for the Directing Holder, Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1E Form of Notice of Excluded Controlling Class Holder Exhibit P-1F Form of Notice of Excluded Controlling Class Holder to Certificate Administrator Exhibit P-1G Form of Certification of the Controlling Class Representative Exhibit P-2 Form of Certification for NRSROs Exhibit P-3 Online Market Data Provider Certification Exhibit Q Custodian Certification/Exception Report Exhibit R-1 Form of Power of Attorney by Trustee for Master Servicer Exhibit R-2 Form of Power of Attorney by Trustee for Special Servicer Exhibit S Initial Companion Holders, Initial Class Majority Certificateholder Exhibit T Form of Notice Relating Amendment to the NonBack-Serviced Mortgage Loans Exhibit U Form of Notice and Certification Regarding Defeasance of Mortgage Loan Exhibit V Form of Operating Advisor Annual Report Exhibit W Form of Notice from Operating Advisor Recommending Replacement of the Special Servicer Exhibit X Form of Confidentiality Agreement Exhibit Y Form Certification to be Provided with Form 10-K Exhibit Z-1 Form of Certification to be Provided to Depositor by Certificate Administrator Exhibit Z-2 Form of Certification to be Provided to Depositor by Master Servicer Exhibit Z-3 Form of Certification to be Provided to Depositor by Special Servicer Exhibit Z-4 Form of Certification to be Provided to Depositor by Trustee Exhibit Z-5 Form of Certification to be Provided to Depositor by Operating Advisor Exhibit Z-6 Form of Certification to be Provided to Depositor by Custodian Exhibit Z-7 Form of Certification to be Provided to Depositor by Asset Representations Reviewer Exhibit AA Servicing Criteria to be Addressed in Assessment of Compliance Exhibit BB Additional Form 10-D Disclosure Exhibit CC Additional Form 10-K Disclosure Exhibit DD Form 8-K Disclosure Information Exhibit EE Additional Disclosure Notification Exhibit FF Initial Sub-Servicers Exhibit GG Servicing Function Participants Exhibit HH Form of Annual Compliance Statement Exhibit II Form of Report on Assessment of Compliance with Servicing Criteria Exhibit JJ CREFC® Payment Information Exhibit KK Form of Notice of Additional Indebtedness Notification Exhibit LL Additional Disclosure Notification (Accounts) Exhibit MM Form of Notice of Purchase of Controlling Class Certificate Exhibit NN Form of Asset Review Report by the Asset Representations Reviewer Exhibit OO Form of Asset Review Report Summary Exhibit PP Asset Review Procedures Exhibit QQ Form of Certification to Certificate Administrator Requesting Access to Secure Data Room Exhibit RR Form of Notice of [Additional Delinquent Mortgage Loan][Cessation of Delinquent Mortgage Loan][Cessation of Asset Review Trigger] Exhibit SS Form of Certificate Administrator Receipt of the HRR Certificates Exhibit TT Form of Certificate Administrator Receipt of the HRR Certificates Upon Transferup Administration Agreement

Exhibits. 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-AB A-1A Certificate Exhibit A-6 Form of Class A-BP X Certificate Exhibit A-7 Form of Class X-A Certificate [Reserved] Exhibit A-8 Form of Class X-BP B Certificate Exhibit A-9 Form of Class X-B C Certificate Exhibit A-10 Form of Class X-D Certificate Exhibit A-11 Form of Class A-S E Certificate Exhibit A-12 Form of Class B F Certificate Exhibit A-13 Form of Class C G Certificate Exhibit A-14 Form of Class D H Certificate Exhibit A-15 Form of Class E-RR J Certificate Exhibit A-16 Form of Class F-RR K Certificate Exhibit A-17 Form of Class G-RR L Certificate Exhibit A-18 Form of Class H-RR M Certificate Exhibit A-19 Form of Class N Certificate Exhibit A-20 Form of Class P Certificate Exhibit A-21 Form of Class NR Certificate Exhibit A-22 Form of Class RP-1 Certificate Exhibit A-23 Form of Class RP-2 Certificate Exhibit A-24 Form of Class RP-3 Certificate Exhibit A-25 Form of Class RP-4 Certificate Exhibit A-26 Form of Class RP-5 Certificate Exhibit A-27 Form of Class R Certificate Exhibit A-28 Form of Class LR Certificate Exhibit B Mortgage Loan Schedule Exhibit C Form of Investment Representation Letter Exhibit D-1 Form of Transferee Transfer Affidavit Exhibit D-2 Form of Transferor Letter Exhibit D-3 Form of Transferee Certificate for Transfers of the HRR Certificates Exhibit D-4 Form of Transferor Certificate for Transfers of the HRR Certificates Exhibit D-5 Form of Request of Sponsor Consent for Release of the HRR Certificates Exhibit E Form of Request for Release Exhibit F-1 F Form of ERISA Representation Letter regarding ERISA Restricted Certificates Exhibit F-2 Form of ERISA Representation Letter regarding Class R Certificates Exhibit G Form of Distribution Date Statement to Certificateholders Exhibit H Supplemental Servicer Schedule Form of Omnibus Assignment Exhibit I Form of Regulation S Transfer Certificate during Restricted Period Exhibit I-2 Form of Regulation S Transfer Certificate after Restricted Period Exhibit J Form of Purchase Option Notice Exhibit K Form of Transfer Certificate for Rule 144A Book-Entry Certificate to Temporary Regulation S Book-Entry Certificate during Restricted Period Exhibit J L [Reserved] Exhibit M Controlling Class Certificateholder's Reports Checklist Exhibit N Form of Transfer Certificate for Rule 144A Book-Entry Certificate to Regulation S Book-Entry Certificate after Restricted Period Exhibit K O Form of Transfer Certificate for Temporary of Regulation S Book-Entry Certificate to Rule toRule 144A Global Book-Entry during Restricted Period Exhibit P Form of Transfer Certificate for Regulation S Book-Entry Certificate during Restricted Period Exhibit L Form of Transfer Certificate for Temporary Regulation S Book-Entry Certificate to Regulation S Book-Entry Certificate after Restricted Period Exhibit M Form of Transfer Certificate for Non-Book Entry Certificate to Temporary Regulation S Book-Entry Certificate Exhibit N Form of Transfer Certificate for Non-Book Entry Certificate to Regulation S Book-Entry Certificate Exhibit O Form of Transfer Certificate for Non-Book Entry Certificate to Rule 144A Book-Entry Certificate Exhibit P-1A Form of Investor Certification for Non-Borrower Party (for Persons other than the Directing Holder, the Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1B Form of Investor Certification for Non-Borrower Party (for the Directing Holder, Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1C Form of Investor Certification for Borrower Party (for Persons other than the Directing Holder, Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1D Form of Investor Certification for Borrower Party (for the Directing Holder, Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1E Form of Notice of Excluded Controlling Class Holder Exhibit P-1F Form of Notice of Excluded Controlling Class Holder to Certificate Administrator Exhibit P-1G Form of Certification of the Controlling Class Representative Exhibit P-2 Form of Certification for NRSROs Exhibit P-3 Online Market Data Provider Certification Exhibit Q Custodian Certification/Exception Report Exhibit R-1 Form of Power of Attorney by Trustee for Master Servicer Exhibit R-2 Form of Power of Attorney by Trustee for Special Servicer Exhibit S Initial Companion Holders, Initial Class Majority Certificateholder Exhibit T Form of Notice Relating to the Non-Serviced Mortgage Loans Exhibit U Form of Notice and Certification Regarding Defeasance of Mortgage Loan Exhibit V Form of Operating Advisor Annual Report Exhibit W Form of Notice from Operating Advisor Recommending Replacement of the Special Servicer Exhibit X Form of Confidentiality Agreement Exhibit Y Form Certification to be Provided with Form 10-K Exhibit Z-1 R-1 Form of Certification to be Provided to Depositor by Certificate Administrator Paying Agent Exhibit Z-2 R-2 Form of Certification to be Provided to Depositor by Master Servicer Exhibit Z-3 R-3 Form of Certification to be Provided to Depositor by Special Servicer Exhibit Z-4 Form of Certification to be Provided to Depositor by Trustee S Initial Companion Holders Exhibit Z-5 Form of Certification to be Provided to Depositor by Operating Advisor T ARCap Naming Convention Exhibit Z-6 Form of Certification to be Provided to Depositor by Custodian Exhibit Z-7 Form of Certification to be Provided to Depositor by Asset Representations Reviewer Exhibit AA Servicing Criteria to be Addressed in Assessment of Compliance Exhibit BB Additional Form 10-D Disclosure Exhibit CC Additional Form 10-K Disclosure Exhibit DD Form 8-K Disclosure Information Exhibit EE Additional Disclosure Notification Exhibit FF Initial Sub-Servicers Exhibit GG Servicing Function Participants Exhibit HH Form of Annual Compliance Statement Exhibit II Form of Report on Assessment of Compliance with Servicing Criteria Exhibit JJ CREFC® Payment Information Exhibit KK U Form of Notice and Certification regarding Defeasance of Mortgage Loan Exhibit V Information Request From Certificateholder, Beneficial Owner or Prospective Purchaser Exhibit W Trustee Certification/Exception Report Exhibit X Monthly Additional Indebtedness Notification Report on Recoveries and Reimbursements Exhibit LL Additional Disclosure Notification (Accounts) Exhibit MM Y Form of Notice to LB-UBS 2004-C2 Master Servicer Exhibit Z Realized Loss Report Form Schedule 1 Mortgage Loans Containing Additional Debt Schedule 2 Mortgage Loans which Initially Pay Interest Only Schedule 3 Servicer Fees Schedule 4 Republic Plaza Mortgage Loan Amortization Schedule This Pooling and Servicing Agreement (the "Agreement") is dated and effective as of Purchase of Controlling Class Certificate Exhibit NN Form of Asset Review Report by the Asset Representations Reviewer Exhibit OO Form of Asset Review Report Summary Exhibit PP Asset Review Procedures Exhibit QQ Form of Certification to Certificate Administrator Requesting Access to Secure Data Room Exhibit RR Form of Notice of [Additional Delinquent May 1, 2004, among J.P. Morgan Chase Commercial Mortgage Loan][Cessation of Delinquent Mortgage Loan][Cessation of Asset Review Trigger] Exhibit SS Form of Certificate Administrator Receipt of the HRR Certificates Exhibit TT Form of Certificate Administrator Receipt of the HRR Certificates Upon TransferSecurities Corp., as Depositor, GXXX Xxxxxxxixx Xxrtgage Corporation, as Master Servicer, ARCap Servicing, Inc., as Special Servicer, Wells Fargo Bank, N.A., as Trustee, and LaSalle Bank National Associatixx, xs Paying Agent.

Exhibits. 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-AB Certificate Exhibit A-6 X Certificates A-2 Form of Class A-1, Class A-2, Class A-3, Class A-1-A, Class A-BP Certificate Exhibit A-7 M and Clasx X-X Xxxxxxxxates A-3 Form of Class X-A Certificate Exhibit A-8 B, Class C, Class D, Class E, Class F, Class G, Class H, Class J, Class K, Class L, Class M, Class N, Class O and Class P Certificates A-4 Form of Class X-BP Certificate Exhibit A-9 Form of V-1 and Class X-B Certificate Exhibit A-10 Form of Class X-D Certificate Exhibit A-11 Form of Class A-S Certificate Exhibit A-12 Form of Class B Certificate Exhibit A-13 Form of Class C Certificate Exhibit A-14 Form of Class D Certificate Exhibit A-15 Form of Class E-RR Certificate Exhibit A-16 Form of Class F-RR Certificate Exhibit A-17 Form of Class G-RR Certificate Exhibit A-18 Form of Class H-RR Certificate Exhibit A-19 V-2 Certificates A-5 Form of Class R Certificate Exhibit and Class LR Certificates B Schedule of Trust Mortgage Loan Schedule Exhibit C Form Loans C-1 List of Investment Representation Letter Exhibit Additional Collateral Trust Mortgage Loans C-2 List of Mezzanine Loans D-1 Form of Transferee Affidavit Exhibit Master Servicer Request for Release D-2 Form of Special Servicer Request for Release E Form of Trustee Report F-1A Form I of Transferor Letter Exhibit D-3 Certificate for Transfers of Non-Registered Certificates F-1B Form II of Transferor Certificate for Transfers of Non-Registered Certificates F-1C Form I of Transferor Certificate for Transfers of Interests in Global Certificates for Classes of Non-Registered Certificates F-1D Form II of Transferor Certificate for Transfers of Interests in Global Certificates for Classes of Non-Registered Certificates F-2A Form I of Transferee Certificate for Transfers of the HRR Non-Registered Certificates Exhibit D-4 Held in Physical Form F-2B Form II of Transferee Certificate for Transfers of Non-Registered Certificates Held in Physical Form F-2C Form I of Transferee Certificate for Transfers of Interests in Non-Registered Certificates Held in Book-Entry Form F-2D Form II of Transferee Certificate for Transfers of Interests in Non-Registered Certificates Held in Book-Entry Form G-1 Form of Transferee Certificate in Connection with ERISA (Non-Registered Certificates and Non-Investment Grade Certificates Held in Fully-Registered, Certificated Form) G-2 Form of Transferee Certificate in Connection with ERISA (Non-Registered Certificates Held in Book-Entry Form) H-1 Form of Residual Transfer Affidavit and Agreement for Transfers of Class R and Class LR Certificates H-2 Form of Transferor Certificate for Transfers of the HRR Certificates Exhibit D-5 Form of Request of Sponsor Consent for Release of the HRR Certificates Exhibit E Form of Request for Release Exhibit F-1 Form of ERISA Representation Letter regarding ERISA Restricted Certificates Exhibit F-2 Form of ERISA Representation Letter regarding Class R and Class LR Certificates Exhibit G Form of Distribution Date Statement Exhibit H Supplemental Servicer Schedule Exhibit I Form of Transfer Certificate for Rule 144A BookSeries 2006-Entry Certificate to Temporary Regulation S Book-Entry Certificate during Restricted Period Exhibit C2 Directing Certificateholder's Reports Checklist J Form of Transfer Certificate for Rule 144A Book-Entry Certificate to Regulation S Book-Entry Certificate after Restricted Period Exhibit Affidavit of Lost Note K Form of Transfer Certificate for Temporary Regulation S BookNotice Regarding Defeasance of Trust Mortgage Loan L List of Loan Seller Sub-Entry Certificate to Rule 144A Book-Entry Certificate during Restricted Period Exhibit L Form of Transfer Certificate for Temporary Regulation S Book-Entry Certificate to Regulation S Book-Entry Certificate after Restricted Period Exhibit Servicers M Form of Transfer Certificate for NonSarbanes-Book Entry Certificate to Temporary Regulation S BookOxley Certification N Schedule of Designated Sub-Entry Certificate Exhibit N Sexxxxxxx X Form of Transfer Certificate for Non-Book Entry Certificate to Regulation S Book-Entry Certificate Exhibit O Form of Transfer Certificate for Non-Book Entry Certificate to Rule 144A Book-Entry Certificate Exhibit P-1A Form of Investor Custodial Certification for Non-Borrower Party (for Persons other than the Directing Holder, the Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1B Form of Investor Certification for Non-Borrower Party (for the Directing Holder, Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1C Form of Investor Certification for Borrower Party (for Persons other than the Directing Holder, Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1D Form of Investor Certification for Borrower Party (for the Directing Holder, Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1E Form of Notice of Excluded Controlling Class Holder Exhibit P-1F Form of Notice of Excluded Controlling Class Holder to Certificate Administrator Exhibit P-1G Form of Certification of the Controlling Class Representative Exhibit P-2 Form of Certification for NRSROs Exhibit P-3 Online Market Data Provider Certification Exhibit P Trust Mortgage Loans Covered by Environmental Insurance Policy Q Custodian Certification/Exception Report Exhibit Reserved R-1 Form of Power of Attorney by Trustee for Master Servicer Exhibit Information Request from Certificateholder or Certificate Owner R-2 Form of Power of Attorney by Trustee for Special Servicer Exhibit Information Request from Prospective Investor S Initial Companion Holders, Initial Class Majority Certificateholder Exhibit Reserved T Form of Notice Relating to the Non-Serviced Mortgage Loans Exhibit U Form Acknowledgement of Notice and Certification Regarding Defeasance of Mortgage Loan Exhibit V Form of Operating Advisor Annual Report Exhibit W Form of Notice from Operating Advisor Recommending Replacement of the Proposed Special Servicer Exhibit X Form of Confidentiality Agreement Exhibit Y Form Certification to be Provided with Form 10-K Exhibit Z-1 Form of Certification to be Provided to Depositor by Certificate Administrator Exhibit Z-2 Form of Certification to be Provided to Depositor by Master Servicer Exhibit Z-3 Form of Certification to be Provided to Depositor by Special Servicer Exhibit Z-4 Form of Certification to be Provided to Depositor by Trustee Exhibit Z-5 Form of Certification to be Provided to Depositor by Operating Advisor Exhibit Z-6 Form of Certification to be Provided to Depositor by Custodian Exhibit Z-7 Form of Certification to be Provided to Depositor by Asset Representations Reviewer Exhibit AA U Relevant Servicing Criteria to be Addressed in Assessment of Compliance Exhibit BB V Additional Form 10-D Disclosure Exhibit CC W Additional Form 10-K Disclosure Exhibit DD X Form 8-K Disclosure Information Exhibit EE Y Additional Notification Disclosure Notification Exhibit FF Initial Sub-Servicers Exhibit GG This Pooling and Servicing Function Participants Exhibit HH Form Agreement (this "Agreement"), is dated and effective as of Annual Compliance Statement Exhibit II Form of Report on Assessment of Compliance with Servicing Criteria Exhibit JJ CREFC® Payment Information Exhibit KK Form of Notice of Additional Indebtedness Notification Exhibit LL Additional Disclosure Notification (Accounts) Exhibit MM Form of Notice of Purchase of Controlling Class Certificate Exhibit NN Form of Asset Review Report by the Asset Representations Reviewer Exhibit OO Form of Asset Review Report Summary Exhibit PP Asset Review Procedures Exhibit QQ Form of Certification to Certificate Administrator Requesting Access to Secure Data Room Exhibit RR Form of Notice of [Additional Delinquent Mortgage Loan][Cessation of Delinquent Mortgage Loan][Cessation of Asset Review Trigger] Exhibit SS Form of Certificate Administrator Receipt of the HRR Certificates Exhibit TT Form of Certificate Administrator Receipt of the HRR Certificates Upon TransferMay 1, 2006, among CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP., as Depositor, WACHOVIA BANK, NATIONAL ASSOCIATION, as Master Servicer, ARCAP SERVICING, INC., as Special Servicer, and WELLS FARGO BANK, N.A., as Trustee.

Exhibits. 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 A-3A Certificate Exhibit A-4 Form of Class A-4 A-3B Certificate Exhibit A-5 Form of Class A-AB A-4 Certificate Exhibit A-6 Form of Class A-BP SB Certificate Exhibit A-7 Form of Class X-A A-1A Certificate Exhibit A-8 Form of Class X-BP X-1 Certificate Exhibit A-9 Form of Class X-B X-2 Certificate Exhibit A-10 Form of Class XA-D M Certificate Exhibit A-11 Form of Class A-S J Certificate Exhibit A-12 Form of Class B Certificate Exhibit A-13 Form of Class C Certificate Exhibit A-14 Form of Class D Certificate Exhibit A-15 Form of Class E-RR E Certificate Exhibit A-16 Form of Class F-RR F Certificate Exhibit A-17 Form of Class G-RR G Certificate Exhibit A-18 Form of Class H-RR H Certificate Exhibit A-19 Form of Class J Certificate Exhibit A-20 Form of Class K Certificate Exhibit A-21 Form of Class L Certificate Exhibit A-22 Form of Class M Certificate Exhibit A-23 Form of Class N Certificate Exhibit A-24 Form of Class P Certificate Exhibit A-25 Form of Class NR Certificate Exhibit A-26 Form of Class R Certificate Exhibit A-27 Form of Class LR Certificate Exhibit B Mortgage Loan Schedule Exhibit C Form of Investment Representation Letter Exhibit D-1 Form of Transferee Transfer Affidavit Exhibit D-2 Form of Transferor Letter Exhibit D-3 Form of Transferee Certificate for Transfers of the HRR Certificates Exhibit D-4 Form of Transferor Certificate for Transfers of the HRR Certificates Exhibit D-5 Form of Request of Sponsor Consent for Release of the HRR Certificates Exhibit E Form of Request for Release Exhibit F-1 F Form of ERISA Representation Letter regarding ERISA Restricted Certificates Exhibit F-2 Form of ERISA Representation Letter regarding Class R Certificates Exhibit G Form of Distribution Date Statement to Certificateholders Exhibit H Supplemental Servicer Schedule Form of Omnibus Assignment Exhibit I I-1 Form of Regulation S Transfer Certificate during Restricted Period Exhibit I-2 Form of Regulation S Transfer Certificate after Restricted Period Exhibit J Form of Purchase Option Notice Exhibit K Form of Transfer Certificate for Rule 144A Book-Entry Certificate to Temporary Regulation S Book-Entry Certificate during Restricted Period Exhibit J L [Reserved] Exhibit M Controlling Class Certificateholder's Reports Checklist Exhibit N Form of Transfer Certificate for Rule 144A Book-Entry Certificate to Regulation S Book-Entry Certificate after Restricted Period Exhibit K O Form of Transfer Certificate for Temporary of Regulation S Book-Entry Certificate to Rule 144A Global Book-Entry Certificate during Restricted Period Exhibit L P Form of Transfer Certificate for Temporary Regulation S Book-Entry Certificate to Regulation S Book-Entry Certificate after during Restricted Period Exhibit M Form of Transfer Certificate for Non-Book Entry Certificate to Temporary Regulation S Book-Entry Certificate Exhibit N Form of Transfer Certificate for Non-Book Entry Certificate to Regulation S Book-Entry Certificate Exhibit O Form of Transfer Certificate for Non-Book Entry Certificate to Rule 144A Book-Entry Certificate Exhibit P-1A Form of Investor Certification for Non-Borrower Party (for Persons other than the Directing Holder, the Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1B Form of Investor Certification for Non-Borrower Party (for the Directing Holder, Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1C Form of Investor Certification for Borrower Party (for Persons other than the Directing Holder, Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1D Form of Investor Certification for Borrower Party (for the Directing Holder, Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1E Form of Notice of Excluded Controlling Class Holder Exhibit P-1F Form of Notice of Excluded Controlling Class Holder to Certificate Administrator Exhibit P-1G Form of Certification of the Controlling Class Representative Exhibit P-2 Form of Certification for NRSROs Exhibit P-3 Online Market Data Provider Certification Exhibit Q Custodian Certification/Exception Report Exhibit R-1 Form of Power of Attorney by Trustee for Master Servicer Exhibit R-2 Form of Power of Attorney by Trustee for Special Servicer Exhibit S Initial Companion Holders, Initial Class Majority Certificateholder Exhibit T Form of Notice Relating to the Non-Serviced Mortgage Loans Exhibit U Form of Notice and Certification Regarding Defeasance of Mortgage Loan Exhibit V Form of Operating Advisor Annual Report Exhibit W Form of Notice from Operating Advisor Recommending Replacement of the Special Servicer Exhibit X Form of Confidentiality Agreement Exhibit Y Form Certification to be Provided with Form 10-K Exhibit Z-1 R-1 Form of Certification to be Provided to Depositor by Certificate Administrator Paying Agent Exhibit Z-2 R-2 Form of Certification to be Provided to Depositor by Master Servicer Exhibit Z-3 R-3 Form of Certification to be Provided to Depositor by Special Servicer Exhibit Z-4 S Initial Companion Holders Exhibit T Form of Notice and Certification to be Provided to Depositor by regarding Defeasance of Mortgage Loan Exhibit U Information Request from Certificateholder, Beneficial Owner or Prospective Purchaser Exhibit V Trustee Certification/Exception Report Exhibit Z-5 W Form of Certification Notice Relating to be Provided to Depositor by Operating Advisor the Houston Galleria Mortgage Loan Exhibit Z-6 Form of Certification to be Provided to Depositor by Custodian Exhibit Z-7 Form of Certification to be Provided to Depositor by Asset Representations Reviewer Exhibit AA X Servicing Criteria to be Addressed in Assessment of Compliance Exhibit BB Y Additional Form 10-D Disclosure Exhibit CC Z Additional Form 10-K Disclosure Exhibit DD AA Form 8-K Disclosure Information Exhibit EE BB Additional Disclosure Notification Exhibit FF Initial SubCC Servicing and Subservicing Agreements Schedule 1 Mortgage Loans Containing Additional Debt Schedule 2 Mortgage Loans that Initially Pay Interest Only Schedule 3 Class X Reference Rate Schedule Schedule 4 Assumption Fees on Certain Mortgage Loans Schedule 5 Class A-Servicers Exhibit GG SB Planned Principal Balance Schedule This Pooling and Servicing Function Participants Exhibit HH Form Agreement (the "Agreement") is dated and effective as of Annual Compliance Statement Exhibit II Form of Report on Assessment of Compliance with Servicing Criteria Exhibit JJ CREFC® Payment Information Exhibit KK Form of Notice of Additional Indebtedness Notification Exhibit LL Additional Disclosure Notification (Accounts) Exhibit MM Form of Notice of Purchase of Controlling Class Certificate Exhibit NN Form of Asset Review Report by the Asset Representations Reviewer Exhibit OO Form of Asset Review Report Summary Exhibit PP Asset Review Procedures Exhibit QQ Form of Certification to Certificate Administrator Requesting Access to Secure Data Room Exhibit RR Form of Notice of [Additional Delinquent March 16, 2006, among J.P. Morgan Chase Commercial Mortgage Loan][Cessation of Delinquent Mortgage Loan][Cessation of Asset Review Trigger] Exhibit SS Form of Certificate Administrator Receipt of the HRR Certificates Exhibit TT Form of Certificate Administrator Receipt of the HRR Certificates Upon TransferSecurities Corp., as Depositor, GXXX Xxxxxxxixx Xxrtgage Corporation, as Master Servicer, Midland Loan Services, Inc., as Special Servicer and LaSalle Bank National Association, as Trustee and Paying Agent.

Exhibits. The following exhibits attached hereto supplement the exhibits included in the Base Indenture. Exhibit A-1 A-1: Form of Restricted Global Class A-1 Certificate A Note Exhibit A-2 A-2: Form of Temporary Global Class A-2 Certificate A Note Exhibit A-3 A-3: Form of Permanent Global Class A-3 Certificate A Note Exhibit A-4 B-1: Form of Restricted Global Class A-4 Certificate B Note Exhibit A-5 B-2: Form of Temporary Global Class A-AB Certificate B Note Exhibit A-6 B-3: Form of Permanent Global Class A-BP Certificate B Note Exhibit A-7 C-1: Form of Restricted Global Class X-A Certificate C Note Exhibit A-8 C-2: Form of Temporary Global Class X-BP Certificate C Note Exhibit A-9 C-3: Form of Permanent Global Class X-B Certificate C Note Exhibit A-10 D-1: Form of Restricted Global Class X-D Certificate Note Exhibit A-11 D-2: Form of Temporary Global Class A-S Certificate D Note Exhibit A-12 D-3: Form of Permanent Global Class B Certificate D Note Exhibit A-13 E-1: Form of Restricted Global Class C Certificate R Note Exhibit A-14 E-2: Form of Temporary Global Class D Certificate R Note Exhibit A-15 E-3: Form of Permanent Global Class E-RR Certificate R Note Exhibit A-16 F: Form of Class FSeries 2022-RR Certificate 1 Demand Note Exhibit A-17 G: Form of Class G-RR Certificate Letter of Credit Exhibit A-18 H: Form of Class H-RR Certificate Lease Payment Deficit Notice Exhibit A-19 I: Form of Class R Certificate Demand Notice Exhibit B Mortgage Loan Schedule Exhibit C J: Form of Investment Representation Letter Supplemental Indenture No. 4 to the Base Indenture Exhibit D-1 K: Form of Transferee Affidavit Amendment to the AESOP I Operating Lease Exhibit D-2 L: Form of Transferor Letter Amendment to the Finance Lease Exhibit D-3 M: Form of Transferee Certificate for Transfers of Amendment to the HRR Certificates AESOP I Operating Lease Loan Agreement Exhibit D-4 N: Form of Transferor Certificate for Transfers of Amendment to the HRR Certificates AESOP I Finance Lease Loan Agreement Exhibit D-5 O: Form of Request of Sponsor Consent for Release of Amendment to the HRR Certificates AESOP II Operating Lease Exhibit E P: Form of Request for Release Amendment to Master Exchange Agreement Exhibit F-1 Q: Form of ERISA Representation Letter regarding ERISA Restricted Certificates Amendment to the Escrow Agreement Exhibit F-2 R: Form of ERISA Representation Letter regarding Class R Certificates Amendment to Administration Agreement Exhibit G Form of Distribution Date Statement Exhibit H Supplemental Servicer Schedule Exhibit I S-1: Form of Transfer Certificate for Rule 144A Book-Entry Certificate to Temporary Regulation S Book-Entry Certificate during Restricted Period Class D Notes (Transferee) Exhibit J S-2: Form of Transfer Certificate for Rule 144A Book-Entry Certificate to Regulation S Book-Entry Certificate after Restricted Period Exhibit K Form of Transfer Certificate for Temporary Regulation S Book-Entry Certificate to Rule 144A Book-Entry Certificate during Restricted Period Exhibit L Form of Transfer Certificate for Temporary Regulation S Book-Entry Certificate to Regulation S Book-Entry Certificate after Restricted Period Exhibit M Form of Transfer Certificate for Non-Book Entry Certificate to Temporary Regulation S Book-Entry Certificate Exhibit N Form of Transfer Certificate for Non-Book Entry Certificate to Regulation S Book-Entry Certificate Exhibit O Form of Transfer Certificate for Non-Book Entry Certificate to Rule 144A Book-Entry Certificate Exhibit P-1A Form of Investor Certification for Non-Borrower Party Class D Notes (for Persons other than the Directing Holder, the Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1B Form of Investor Certification for Non-Borrower Party (for the Directing Holder, Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1C Form of Investor Certification for Borrower Party (for Persons other than the Directing Holder, Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1D Form of Investor Certification for Borrower Party (for the Directing Holder, Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1E Form of Notice of Excluded Controlling Class Holder Exhibit P-1F Form of Notice of Excluded Controlling Class Holder to Certificate Administrator Exhibit P-1G Form of Certification of the Controlling Class Representative Exhibit P-2 Form of Certification for NRSROs Exhibit P-3 Online Market Data Provider Certification Exhibit Q Custodian Certification/Exception Report Exhibit R-1 Form of Power of Attorney by Trustee for Master Servicer Exhibit R-2 Form of Power of Attorney by Trustee for Special Servicer Exhibit S Initial Companion Holders, Initial Class Majority Certificateholder Exhibit T Form of Notice Relating to the Non-Serviced Mortgage Loans Exhibit U Form of Notice and Certification Regarding Defeasance of Mortgage Loan Exhibit V Form of Operating Advisor Annual Report Exhibit W Form of Notice from Operating Advisor Recommending Replacement of the Special Servicer Exhibit X Form of Confidentiality Agreement Exhibit Y Form Certification to be Provided with Form 10-K Exhibit Z-1 Form of Certification to be Provided to Depositor by Certificate Administrator Exhibit Z-2 Form of Certification to be Provided to Depositor by Master Servicer Exhibit Z-3 Form of Certification to be Provided to Depositor by Special Servicer Exhibit Z-4 Form of Certification to be Provided to Depositor by Trustee Exhibit Z-5 Form of Certification to be Provided to Depositor by Operating Advisor Exhibit Z-6 Form of Certification to be Provided to Depositor by Custodian Exhibit Z-7 Form of Certification to be Provided to Depositor by Asset Representations Reviewer Exhibit AA Servicing Criteria to be Addressed in Assessment of Compliance Exhibit BB Additional Form 10-D Disclosure Exhibit CC Additional Form 10-K Disclosure Exhibit DD Form 8-K Disclosure Information Exhibit EE Additional Disclosure Notification Exhibit FF Initial Sub-Servicers Exhibit GG Servicing Function Participants Exhibit HH Form of Annual Compliance Statement Exhibit II Form of Report on Assessment of Compliance with Servicing Criteria Exhibit JJ CREFC® Payment Information Exhibit KK Form of Notice of Additional Indebtedness Notification Exhibit LL Additional Disclosure Notification (Accounts) Exhibit MM Form of Notice of Purchase of Controlling Class Certificate Exhibit NN Form of Asset Review Report by the Asset Representations Reviewer Exhibit OO Form of Asset Review Report Summary Exhibit PP Asset Review Procedures Exhibit QQ Form of Certification to Certificate Administrator Requesting Access to Secure Data Room Exhibit RR Form of Notice of [Additional Delinquent Mortgage Loan][Cessation of Delinquent Mortgage Loan][Cessation of Asset Review Trigger] Exhibit SS Form of Certificate Administrator Receipt of the HRR Certificates Exhibit TT Form of Certificate Administrator Receipt of the HRR Certificates Upon TransferTransferor)

Exhibits. 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-4A Certificate Exhibit A-5 Form of Class A-AB A-4B Certificate Exhibit A-6 Form of Class A-BP SB Certificate Exhibit A-7 Form of Class X-A A-1A Certificate Exhibit A-8 Form of Class X-BP X-1 Certificate Exhibit A-9 Form of Class X-B X-2 Certificate Exhibit A-10 Form of Class XA-D J Certificate Exhibit A-11 Form of Class A-S B Certificate Exhibit A-12 Form of Class B C Certificate Exhibit A-13 Form of Class C D Certificate Exhibit A-14 Form of Class D E Certificate Exhibit A-15 Form of Class E-RR F Certificate Exhibit A-16 Form of Class F-RR G Certificate Exhibit A-17 Form of Class G-RR H Certificate Exhibit A-18 Form of Class H-RR J Certificate Exhibit A-19 Form of Class K Certificate Exhibit A-20 Form of Class L Certificate Exhibit A-21 Form of Class M Certificate Exhibit A-22 Form of Class N Certificate Exhibit A-23 Form of Class O Certificate Exhibit A-24 Form of Class NR Certificate Exhibit A-25 Form of Class S Certificate Exhibit A-26 Form of Class R Certificate Exhibit A-27 Form of Class LR Certificate Exhibit B Mortgage Loan Schedule Exhibit C Form of Investment Representation Letter Exhibit D-1 Form of Transferee Transfer Affidavit Exhibit D-2 Form of Transferor Letter Exhibit D-3 Form of Transferee Certificate for Transfers of the HRR Certificates Exhibit D-4 Form of Transferor Certificate for Transfers of the HRR Certificates Exhibit D-5 Form of Request of Sponsor Consent for Release of the HRR Certificates Exhibit E Form of Request for Release Exhibit F-1 F Form of ERISA Representation Letter regarding ERISA Restricted Certificates Exhibit F-2 Form of ERISA Representation Letter regarding Class R Certificates Exhibit G Form of Distribution Date Statement to Certificateholders Exhibit H Supplemental Servicer Schedule Form of Omnibus Assignment Exhibit I I-1 Form of Regulation S Transfer Certificate during Restricted Period Exhibit I-2 Form of Regulation S Transfer Certificate after Restricted Period Exhibit J Form of Purchase Option Notice Exhibit K Form of Transfer Certificate for Rule 144A Book-Entry Certificate to Temporary Regulation S Book-Entry Certificate during Restricted Period Exhibit J L [Reserved] Exhibit M [Reserved] Exhibit N Form of Transfer Certificate for Rule 144A Book-Entry Certificate to Regulation S Book-Entry Certificate after Restricted Period Exhibit K O Form of Transfer Certificate for Temporary of Regulation S Book-Entry Certificate to Rule 144A Global Book-Entry Certificate during Restricted Period Exhibit L P Form of Transfer Certificate for Temporary Regulation S Book-Entry Certificate to Regulation S Book-Entry Certificate after during Restricted Period Exhibit M Q Form of Transfer Certificate for NonCertification to be Provided with Form 10-Book Entry Certificate to Temporary Regulation S Book-Entry Certificate K Exhibit N Form of Transfer Certificate for Non-Book Entry Certificate to Regulation S Book-Entry Certificate Exhibit O Form of Transfer Certificate for Non-Book Entry Certificate to Rule 144A Book-Entry Certificate Exhibit P-1A Form of Investor Certification for Non-Borrower Party (for Persons other than the Directing Holder, the Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1B Form of Investor Certification for Non-Borrower Party (for the Directing Holder, Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1C Form of Investor Certification for Borrower Party (for Persons other than the Directing Holder, Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1D Form of Investor Certification for Borrower Party (for the Directing Holder, Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1E Form of Notice of Excluded Controlling Class Holder Exhibit P-1F Form of Notice of Excluded Controlling Class Holder to Certificate Administrator Exhibit P-1G Form of Certification of the Controlling Class Representative Exhibit P-2 Form of Certification for NRSROs Exhibit P-3 Online Market Data Provider Certification Exhibit Q Custodian Certification/Exception Report Exhibit R-1 Form of Power of Attorney by Trustee for Master Servicer Exhibit R-2 Form of Power of Attorney by Trustee for Special Servicer Exhibit S Initial Companion Holders, Initial Class Majority Certificateholder Exhibit T R Form of Notice Relating to the Non-Serviced Universal Hotel Portfolio Mortgage Loans Loan Exhibit S-1 Form of Certification to be Provided to Depositor by Paying Agent Exhibit S-2 Form of Certification to be Provided to Depositor by Master Servicer Exhibit S-3 Form of Certification to be Provided to Depositor by Special Servicer Exhibit T Initial Companion Holders Exhibit U Form of Notice and Certification Regarding Defeasance of Mortgage Loan Exhibit V Form of Operating Advisor Annual Information Request from Certificateholder, Beneficial Owner or Prospective Purchaser Exhibit W Trustee Certification/Exception Report Exhibit W X Realized Loss Report Form SCHEDULES Schedule 1 Mortgage Loans Containing Additional Debt Schedule 2 Mortgage Loans that Initially Pay Interest Only Schedule 3 Class X-2 Reference Rate Schedule Schedule 4 Class A-SB Planned Principal Balance Schedule This Pooling and Servicing Agreement (the "Agreement") is dated and effective as of Notice from Operating Advisor Recommending Replacement of the August 1, 2005, among J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, GXXX Xxxxxxxixx Xxrtgage Corporation, as Master Servicer, CWCapital Asset Management LLC, as Special Servicer Exhibit X Form of Confidentiality Agreement Exhibit Y Form Certification to be Provided with Form 10-K Exhibit Z-1 Form of Certification to be Provided to Depositor by Certificate Administrator Exhibit Z-2 Form of Certification to be Provided to Depositor by Master Servicer Exhibit Z-3 Form of Certification to be Provided to Depositor by Special Servicer Exhibit Z-4 Form of Certification to be Provided to Depositor by Trustee Exhibit Z-5 Form of Certification to be Provided to Depositor by Operating Advisor Exhibit Z-6 Form of Certification to be Provided to Depositor by Custodian Exhibit Z-7 Form of Certification to be Provided to Depositor by Asset Representations Reviewer Exhibit AA Servicing Criteria to be Addressed in Assessment of Compliance Exhibit BB Additional Form 10-D Disclosure Exhibit CC Additional Form 10-K Disclosure Exhibit DD Form 8-K Disclosure Information Exhibit EE Additional Disclosure Notification Exhibit FF Initial Sub-Servicers Exhibit GG Servicing Function Participants Exhibit HH Form of Annual Compliance Statement Exhibit II Form of Report on Assessment of Compliance with Servicing Criteria Exhibit JJ CREFC® Payment Information Exhibit KK Form of Notice of Additional Indebtedness Notification Exhibit LL Additional Disclosure Notification (Accounts) Exhibit MM Form of Notice of Purchase of Controlling Class Certificate Exhibit NN Form of Asset Review Report by the Asset Representations Reviewer Exhibit OO Form of Asset Review Report Summary Exhibit PP Asset Review Procedures Exhibit QQ Form of Certification to Certificate Administrator Requesting Access to Secure Data Room Exhibit RR Form of Notice of [Additional Delinquent Mortgage Loan][Cessation of Delinquent Mortgage Loan][Cessation of Asset Review Trigger] Exhibit SS Form of Certificate Administrator Receipt of the HRR Certificates Exhibit TT Form of Certificate Administrator Receipt of the HRR Certificates Upon TransferServicer, Wells Fargo Bank, N.A., as Trustee, and LaSalle Bank National Associatixx, xs Paying Agent.

Exhibits. 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 A-2FL Certificate Exhibit A-4 Form of Class A-4 A-3A1 Certificate Exhibit A-5 Form of Class A-AB A-3A2 Certificate Exhibit A-6 Form of Class A-BP A-4 Certificate Exhibit A-7 Form of Class XA-A SB Certificate Exhibit A-8 Form of Class X-BP A-1A Certificate Exhibit A-9 Form of Class X-B X-1 Certificate Exhibit A-10 Form of Class X-D X-2 Certificate Exhibit A-11 Form of Class A-S M Certificate Exhibit A-12 Form of Class B A-J Certificate Exhibit A-13 Form of Class C B Certificate Exhibit A-14 Form of Class D C Certificate Exhibit A-15 Form of Class E-RR D Certificate Exhibit A-16 Form of Class F-RR E Certificate Exhibit A-17 Form of Class G-RR F Certificate Exhibit A-18 Form of Class H-RR G Certificate Exhibit A-19 Form of Class H Certificate Exhibit A-20 Form of Class J Certificate Exhibit A-21 Form of Class K Certificate Exhibit A-22 Form of Class L Certificate Exhibit A-23 Form of Class M Certificate Exhibit A-24 Form of Class N Certificate Exhibit A-25 Form of Class P Certificate Exhibit A-26 Form of Class NR Certificate Exhibit A-27 Form of Class S Certificate Exhibit A-28 Form of Class R Certificate Exhibit A-29 Form of Class LR Certificate Exhibit B Mortgage Loan Schedule Exhibit C Form of Investment Representation Letter Exhibit D-1 Form of Transferee Transfer Affidavit Exhibit D-2 Form of Transferor Letter Exhibit D-3 Form of Transferee Certificate for Transfers of the HRR Certificates Exhibit D-4 Form of Transferor Certificate for Transfers of the HRR Certificates Exhibit D-5 Form of Request of Sponsor Consent for Release of the HRR Certificates Exhibit E Form of Request for Release Exhibit F-1 F Form of ERISA Representation Letter regarding ERISA Restricted Certificates Exhibit F-2 Form of ERISA Representation Letter regarding Class R Certificates Exhibit G Form of Distribution Date Statement to Certificateholders Exhibit H Supplemental Servicer Schedule Form of Omnibus Assignment Exhibit I I-1 Form of Regulation S Transfer Certificate during Restricted Period Exhibit I-2 Form of Regulation S Transfer Certificate after Restricted Period Exhibit J Form of Purchase Option Notice Exhibit K Form of Transfer Certificate for Rule 144A Book-Entry Certificate to Temporary Regulation S Book-Entry Certificate during Restricted Period Exhibit J L [Reserved] Exhibit M [Reserved] Exhibit N Form of Transfer Certificate for Rule 144A Book-Entry Certificate to Regulation S Book-Entry Certificate after Restricted Period Exhibit K O Form of Transfer Certificate for Temporary of Regulation S Book-Entry Certificate to Rule 144A Global Book-Entry Certificate during Restricted Period Exhibit L P Form of Transfer Certificate for Temporary Regulation S Book-Entry Certificate to Regulation S Book-Entry Certificate after during Restricted Period Exhibit M Form of Transfer Certificate for Non-Book Entry Certificate to Temporary Regulation S Book-Entry Certificate Exhibit N Form of Transfer Certificate for Non-Book Entry Certificate to Regulation S Book-Entry Certificate Exhibit O Form of Transfer Certificate for Non-Book Entry Certificate to Rule 144A Book-Entry Certificate Exhibit P-1A Form of Investor Certification for Non-Borrower Party (for Persons other than the Directing Holder, the Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1B Form of Investor Certification for Non-Borrower Party (for the Directing Holder, Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1C Form of Investor Certification for Borrower Party (for Persons other than the Directing Holder, Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1D Form of Investor Certification for Borrower Party (for the Directing Holder, Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1E Form of Notice of Excluded Controlling Class Holder Exhibit P-1F Form of Notice of Excluded Controlling Class Holder to Certificate Administrator Exhibit P-1G Form of Certification of the Controlling Class Representative Exhibit P-2 Form of Certification for NRSROs Exhibit P-3 Online Market Data Provider Certification Exhibit Q Custodian Certification/Exception Report Exhibit R-1 Form of Power of Attorney by Trustee for Master Servicer Exhibit R-2 Form of Power of Attorney by Trustee for Special Servicer Exhibit S Initial Companion Holders, Initial Class Majority Certificateholder Exhibit T Form of Notice Relating to the Non-Serviced Mortgage Loans Exhibit U Form of Notice and Certification Regarding Defeasance of Mortgage Loan Exhibit V Form of Operating Advisor Annual Report Exhibit W Form of Notice from Operating Advisor Recommending Replacement of the Special Servicer Exhibit X Form of Confidentiality Agreement Exhibit Y Form Certification to be Provided with Form 10-K Exhibit Z-1 R-1 Form of Certification to be Provided to Depositor by Certificate Administrator Paying Agent Exhibit Z-2 R-2 Form of Certification to be Provided to Depositor by Master Servicer Exhibit Z-3 R-3 Form of Certification to be Provided to Depositor by Special Servicer Exhibit Z-4 Form of Certification to be Provided to Depositor by Trustee S Initial Companion Holders Exhibit Z-5 Form of Certification to be Provided to Depositor by Operating Advisor Exhibit Z-6 Form of Certification to be Provided to Depositor by Custodian Exhibit Z-7 Form of Certification to be Provided to Depositor by Asset Representations Reviewer Exhibit AA Servicing Criteria to be Addressed in Assessment of Compliance Exhibit BB Additional Form 10-D Disclosure Exhibit CC Additional Form 10-K Disclosure Exhibit DD Form 8-K Disclosure Information Exhibit EE Additional Disclosure Notification Exhibit FF Initial Sub-Servicers Exhibit GG Servicing Function Participants Exhibit HH Form of Annual Compliance Statement Exhibit II Form of Report on Assessment of Compliance with Servicing Criteria Exhibit JJ CREFC® Payment Information Exhibit KK T Form of Notice and Certification Regarding Defeasance of Mortgage Loan Exhibit U Information Request From Certificateholder, Beneficial Owner or Prospective Purchaser Exhibit V Trustee Certification/Exception Report Exhibit W Realized Loss Report Form Schedule 1 Mortgage Loans Containing Additional Indebtedness Notification Exhibit LL Additional Disclosure Notification Debt Schedule 2 Mortgage Loans that Initially Pay Interest Only Schedule 3 Class X Reference Rate Schedule Schedule 4 Class A-SB Planned Principal Balance Schedule This Pooling and Servicing Agreement (Accountsthe "Agreement") Exhibit MM Form is dated and effective as of Notice of Purchase of Controlling Class Certificate Exhibit NN Form of Asset Review Report by the Asset Representations Reviewer Exhibit OO Form of Asset Review Report Summary Exhibit PP Asset Review Procedures Exhibit QQ Form of Certification to Certificate Administrator Requesting Access to Secure Data Room Exhibit RR Form of Notice of [Additional Delinquent September 1, 2005, among J.P. Morgan Chase Commercial Mortgage Loan][Cessation of Delinquent Mortgage Loan][Cessation of Asset Review Trigger] Exhibit SS Form of Certificate Administrator Receipt of the HRR Certificates Exhibit TT Form of Certificate Administrator Receipt of the HRR Certificates Upon TransferSecurities Corp., as Depositor, GXXX Xxxxxxxixx Xxrtgage Corporation, as Master Servicer No. 1, Midland Loan Services, Inc., as Master Servicer No. 2, J.E. Robert Company, Inc., as Special Servicer, Wells Fargo Bank, N.A., xx Txxxxxx, and LaSalle Bank National Associatixx, xs Paying Agent.

Exhibits. Exhibit A-1 A Form of Class A-1 Certificate Borrower Guaranty Exhibit A-2 B 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-AB Certificate Exhibit A-6 Form of Class A-BP Certificate Exhibit A-7 Form of Class X-A Certificate Exhibit A-8 Form of Class X-BP Certificate Exhibit A-9 Form of Class X-B Certificate Exhibit A-10 Form of Class X-D Certificate Exhibit A-11 Form of Class A-S Certificate Exhibit A-12 Form of Class B Certificate Exhibit A-13 Form of Class C Certificate Exhibit A-14 Form of Class D Certificate Exhibit A-15 Form of Class E-RR Certificate Exhibit A-16 Form of Class F-RR Certificate Exhibit A-17 Form of Class G-RR Certificate Exhibit A-18 Form of Class H-RR Certificate Exhibit A-19 Form of Class R Certificate Exhibit B Mortgage Loan Schedule Borrower Security Agreement Exhibit C Form of Investment Representation Letter Borrower Pledge Agreement Exhibit D-1 D Form of Transferee Affidavit Exhibit D-2 Form of Transferor Letter Exhibit D-3 Form of Transferee Certificate for Transfers of the HRR Certificates Exhibit D-4 Form of Transferor Certificate for Transfers of the HRR Certificates Exhibit D-5 Form of Request of Sponsor Consent for Release of the HRR Certificates Incremental Facility Note Exhibit E Form of Request for Release Notice of Incremental Facility Commitment Exhibit F-1 F Form of ERISA Representation Letter regarding ERISA Restricted Certificates Exhibit F-2 Form of ERISA Representation Letter regarding Class R Certificates Parent Guaranty Exhibit G Form of Distribution Date Statement Parent Pledge Agreement Exhibit H Supplemental Servicer Schedule Form of Request for Advance Exhibit I Form of Transfer Certificate Request for Rule 144A Book-Entry Certificate to Temporary Regulation S Book-Entry Certificate during Restricted Period Issuance of Letter of Credit Exhibit J Form of Transfer Certificate for Rule 144A Book-Entry Certificate to Regulation S Book-Entry Certificate after Restricted Period Revolving Loan Note Exhibit K Form of Transfer Certificate for Temporary Regulation S Book-Entry Certificate to Rule 144A Book-Entry Certificate during Restricted Period Subsidiary Guaranty Exhibit L Form of Transfer Certificate for Temporary Regulation S Book-Entry Certificate to Regulation S Book-Entry Certificate after Restricted Period Subsidiary Pledge Agreement Exhibit M Form of Transfer Certificate for Non-Book Entry Certificate to Temporary Regulation S Book-Entry Certificate Subsidiary Security Agreement Exhibit N Form of Transfer Certificate for Non-Book Entry Certificate to Regulation S Book-Entry Certificate Term Loan A Note Exhibit O Form of Transfer Certificate for Non-Book Entry Certificate to Rule 144A Book-Entry Term Loan B Note Exhibit P Form of Borrowers’ Loan Certificate Exhibit P-1A Q Form of Investor Certification for Non-Borrower Party (for Persons other than the Directing Holder, the Controlling Class Representative and/or a Controlling Class Certificateholder) Restricted Subsidiary Loan Certificate Exhibit P-1B R Form of Investor Certification for Non-Borrower Party (for the Directing Holder, Controlling Class Representative and/or a Controlling Class Certificateholder) Performance Certificate Exhibit P-1C S Form of Investor Certification Assignment and Assumption Agreement SCHEDULES Schedule 1 Commitment Ratios, Lender Names and Notice Addresses Schedule 2 Letters of Credit Schedule 3 Licenses Schedule 4 Restricted Subsidiaries and Unrestricted Subsidiaries on the Agreement Date Schedule 5 Exceptions to Representations and Warranties Schedule 6 Litigation Schedule 7 Affiliate Transactions Schedule 8 Indebtedness for Borrower Party (for Persons other than the Directing Holder, Controlling Class Representative and/or a Controlling Class CertificateholderMoney Borrowed Schedule 9 Section 7.1(e) Exhibit P-1D Form of Investor Certification for Borrower Party (for the Directing Holder, Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1E Form of Notice of Excluded Controlling Class Holder Exhibit P-1F Form of Notice of Excluded Controlling Class Holder to Certificate Administrator Exhibit P-1G Form of Certification of the Controlling Class Representative Exhibit P-2 Form of Certification for NRSROs Exhibit P-3 Online Market Data Provider Certification Exhibit Q Custodian Certification/Exception Report Exhibit R-1 Form of Power of Attorney by Trustee for Master Servicer Exhibit R-2 Form of Power of Attorney by Trustee for Special Servicer Exhibit S Initial Companion Holders, Initial Class Majority Certificateholder Exhibit T Form of Notice Relating to the Non-Serviced Mortgage Loans Exhibit U Form of Notice and Certification Regarding Defeasance of Mortgage Loan Exhibit V Form of Operating Advisor Annual Report Exhibit W Form of Notice from Operating Advisor Recommending Replacement of the Special Servicer Exhibit X Form of Confidentiality Agreement Exhibit Y Form Certification to be Provided with Form 10-K Exhibit Z-1 Form of Certification to be Provided to Depositor by Certificate Administrator Exhibit Z-2 Form of Certification to be Provided to Depositor by Master Servicer Exhibit Z-3 Form of Certification to be Provided to Depositor by Special Servicer Exhibit Z-4 Form of Certification to be Provided to Depositor by Trustee Exhibit Z-5 Form of Certification to be Provided to Depositor by Operating Advisor Exhibit Z-6 Form of Certification to be Provided to Depositor by Custodian Exhibit Z-7 Form of Certification to be Provided to Depositor by Asset Representations Reviewer Exhibit AA Servicing Criteria to be Addressed in Assessment of Compliance Exhibit BB Additional Form 10-D Disclosure Exhibit CC Additional Form 10-K Disclosure Exhibit DD Form 8-K Disclosure Information Exhibit EE Additional Disclosure Notification Exhibit FF Initial Sub-Servicers Exhibit GG Servicing Function Participants Exhibit HH Form of Annual Compliance Statement Exhibit II Form of Report on Assessment of Compliance with Servicing Criteria Exhibit JJ CREFC® Payment Information Exhibit KK Form of Notice of Additional Indebtedness Notification Exhibit LL Additional Disclosure Notification (Accounts) Exhibit MM Form of Notice of Purchase of Controlling Class Certificate Exhibit NN Form of Asset Review Report by the Asset Representations Reviewer Exhibit OO Form of Asset Review Report Summary Exhibit PP Asset Review Procedures Exhibit QQ Form of Certification to Certificate Administrator Requesting Access to Secure Data Room Exhibit RR Form of Notice of [Additional Delinquent Mortgage Loan][Cessation of Delinquent Mortgage Loan][Cessation of Asset Review Trigger] Exhibit SS Form of Certificate Administrator Receipt of the HRR Certificates Exhibit TT Form of Certificate Administrator Receipt of the HRR Certificates Upon TransferExceptions

Exhibits. Exhibit A-1 Form of Class A-1 Certificate Exhibit A-2 Form of Class A-2 A-2A Certificate Exhibit A-3 Form of Class A-3 A-2B Certificate Exhibit A-4 Form of Class A-4 A-2C Certificate Exhibit A-5 Form of Class A-AB A-2D Certificate Exhibit A-6 Form of Class A-BP M-1 Certificate Exhibit A-7 Form of Class X-A M-2 Certificate Exhibit A-8 Form of Class X-BP M-3 Certificate Exhibit A-9 Form of Class X-B M-4 Certificate Exhibit A-10 Form of Class X-D M-5 Certificate Exhibit A-11 Form of Class A-S M-6 Certificate Exhibit A-12 Form of Class B M-7 Certificate Exhibit A-13 Form of Class C M-8 Certificate Exhibit A-14 Form of Class D M-9 Certificate Exhibit A-15 Form of Class E-RR M-10 Certificate Exhibit A-16 Form of Class F-RR M-11 Certificate Exhibit A-17 Form of Class G-RR M-12 Certificate Exhibit A-18 Form of Class H-RR M-13 Certificate Exhibit A-19 Form of Class CE Certificate Exhibit A-20 Form of Class P Certificate Exhibit A-21 Form of Class R Certificate Exhibit A-22 Form of Class R-X Certificate Exhibit B Mortgage Loan Schedule [Reserved] Exhibit C [Reserved] Exhibit D Form of Investment Representation Letter Exhibit D-1 Form of Transferee Affidavit Exhibit D-2 Form of Transferor Letter Exhibit D-3 Form of Transferee Certificate for Transfers of the HRR Certificates Exhibit D-4 Form of Transferor Certificate for Transfers of the HRR Certificates Exhibit D-5 Form of Request of Sponsor Consent for Release of the HRR Certificates Assignment Agreements Exhibit E Form of Request for Release Exhibit F-1 Form of ERISA Transferor Representation Letter regarding ERISA Restricted and Form of Transferee Representation Letter in Connection with Transfer of the Private Certificates Pursuant to Rule 144A Under the 1933 Act Exhibit F-2 Form of ERISA Representation Letter regarding Class R Transfer Affidavit and Agreement and Form of Transferor Affidavit in Connection with Transfer of Residual Certificates Exhibit G Form of Distribution Date Statement Certification with respect to ERISA and the Code Exhibit H Supplemental Servicer Schedule Exhibit I Form of Transfer Certificate for Rule 144A Book-Entry Certificate to Temporary Regulation S Book-Entry Certificate during Restricted Period Exhibit J Form of Transfer Certificate for Rule 144A Book-Entry Certificate to Regulation S Book-Entry Certificate after Restricted Period Exhibit K Form of Transfer Certificate for Temporary Regulation S Book-Entry Certificate to Rule 144A Book-Entry Certificate during Restricted Period Exhibit L Form of Transfer Certificate for Temporary Regulation S Book-Entry Certificate to Regulation S Book-Entry Certificate after Restricted Period Exhibit M Form of Transfer Certificate for Non-Book Entry Certificate to Temporary Regulation S Book-Entry Certificate Exhibit N Form of Transfer Certificate for Non-Book Entry Certificate to Regulation S Book-Entry Certificate Exhibit O Form of Transfer Certificate for Non-Book Entry Certificate to Rule 144A Book-Entry Certificate Exhibit P-1A Form of Investor Certification for Non-Borrower Party (for Persons other than the Directing Holder, the Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1B Form of Investor Certification for Non-Borrower Party (for the Directing Holder, Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1C Form of Investor Certification for Borrower Party (for Persons other than the Directing Holder, Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1D Form of Investor Certification for Borrower Party (for the Directing Holder, Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1E Form of Notice of Excluded Controlling Class Holder Exhibit P-1F Form of Notice of Excluded Controlling Class Holder to Certificate Administrator Exhibit P-1G H-1 Form of Certification of the Controlling Class Representative Exhibit P-2 Form of Certification for NRSROs Exhibit P-3 Online Market Data Provider Certification Exhibit Q Custodian Certification/Exception Report Exhibit R-1 Form of Power of Attorney by Trustee for Master Servicer Exhibit R-2 Form of Power of Attorney by Trustee for Special Servicer Exhibit S Initial Companion Holders, Initial Class Majority Certificateholder Exhibit T Form of Notice Relating to the Non-Serviced Mortgage Loans Exhibit U Form of Notice and Certification Regarding Defeasance of Mortgage Loan Exhibit V Form of Operating Advisor Annual Report Exhibit W Form of Notice from Operating Advisor Recommending Replacement of the Special Servicer Exhibit X Form of Confidentiality Agreement Exhibit Y Form Certification to be Provided provided by the Depositor with Form 10-K Exhibit Z-1 H-2 Form of Certification to be Provided provided to the Depositor by Certificate the Trust Administrator Exhibit Z-2 H-3 Form of Certification to be Provided provided to the Depositor by Master the Servicer Exhibit Z-3 I Form of Certification to be Provided to Depositor by Special Servicer Cap Contract Exhibit Z-4 J Form of Certification to be Provided to Depositor by Trustee Exhibit Z-5 Form Cap Administration Agreement Schedule 1 Mortgage Loan Schedule Schedule 2 Prepayment Charge Schedule This Pooling and Servicing Agreement, is dated and effective as of Certification to be Provided to Depositor by Operating Advisor Exhibit Z-6 Form of Certification to be Provided to Depositor by Custodian Exhibit Z-7 Form of Certification to be Provided to Depositor by Asset Representations Reviewer Exhibit AA Servicing Criteria to be Addressed in Assessment of Compliance Exhibit BB Additional Form 10-D Disclosure Exhibit CC Additional Form 10-K Disclosure Exhibit DD Form 8-K Disclosure Information Exhibit EE Additional Disclosure Notification Exhibit FF Initial Sub-Servicers Exhibit GG Servicing Function Participants Exhibit HH Form of Annual Compliance Statement Exhibit II Form of Report on Assessment of Compliance with Servicing Criteria Exhibit JJ CREFC® Payment Information Exhibit KK Form of Notice of Additional Indebtedness Notification Exhibit LL Additional Disclosure Notification (Accounts) Exhibit MM Form of Notice of Purchase of Controlling Class Certificate Exhibit NN Form of Asset Review Report by the Asset Representations Reviewer Exhibit OO Form of Asset Review Report Summary Exhibit PP Asset Review Procedures Exhibit QQ Form of Certification to Certificate Administrator Requesting Access to Secure Data Room Exhibit RR Form of Notice of [Additional Delinquent Mortgage Loan][Cessation of Delinquent Mortgage Loan][Cessation of Asset Review Trigger] Exhibit SS Form of Certificate Administrator Receipt of the HRR Certificates Exhibit TT Form of Certificate Administrator Receipt of the HRR Certificates Upon TransferNovember 1, 2005, among CITIGROUP MORTGAGE LOAN TRUST INC., as Depositor, OCWEN LOAN SERVICING, LLC, as Servicer, CITIBANK, N.A., as Trust Administrator, and U.S. BANK NATIONAL ASSOCIATION, as Trustee.

Exhibits. Exhibit A-1 Form of Class A-1 Certificate Certificates Exhibit A-2 A-2A Form of Class A-2 Certificate A-2A Certificates Exhibit A-3 A-2B Form of Class A-3 Certificate A-2B Certificates Exhibit A-4 A-2C Form of Class A-4 Certificate A-2C Certificates Exhibit A-5 A-2D Form of Class A-AB Certificate A-2D Certificates Exhibit A-6 B-1 Form of Class A-BP Certificate M-1 Certificates Exhibit A-7 B-2 Form of Class X-A Certificate M-2 Certificates Exhibit A-8 B-3 Form of Class X-BP Certificate M-3 Certificates Exhibit A-9 B-4 Form of Class X-B Certificate M-4 Certificates Exhibit A-10 B-5 Form of Class X-D Certificate M-5 Certificates Exhibit A-11 B-6 Form of Class A-S Certificate M-6 Certificates Exhibit A-12 B-7 Form of Class M-7 Certificates Exhibit B-8 Form of Class M-8 Certificates Exhibit B-9 Form of Class M-9 Certificates Exhibit B-10 Form of Class B Certificate Certificates Exhibit A-13 C-1 Form of Class C Certificate CE Certificates Exhibit A-14 C-2 Form of Class D Certificate P Certificates Exhibit A-15 Form of Class E-RR Certificate Exhibit A-16 Form of Class F-RR Certificate Exhibit A-17 Form of Class G-RR Certificate Exhibit A-18 Form of Class H-RR Certificate Exhibit A-19 C-3 Form of Class R Certificate Certificates Exhibit B C-4 Form of Class R-X Certificates Exhibit D-1 Mortgage Loan Schedule Exhibit C Form of Investment Representation Letter Exhibit D-1 Form of Transferee Affidavit (Loan Group 1) Exhibit D-2 Form of Transferor Letter Exhibit D-3 Form of Transferee Certificate for Transfers of the HRR Certificates Exhibit D-4 Form of Transferor Certificate for Transfers of the HRR Certificates Exhibit D-5 Form of Request of Sponsor Consent for Release of the HRR Certificates Mortgage Loan Schedule (Loan Group 2) Exhibit E Form of Request for Release of Documents Exhibit F-1 Form of ERISA Representation Letter regarding ERISA Restricted Certificates Custodian's Initial Certification Exhibit F-2 Form of ERISA Representation Letter regarding Class R Certificates Custodian's Final Certification Exhibit F-3 Form of Receipt of Mortgage Note Exhibit G Mortgage Loan Purchase Agreement Exhibit H Form of Distribution Date Statement Exhibit H Supplemental Servicer Schedule Lost Note Affidavit Exhibit I Form of Transfer Certificate for Rule 144A Book-Entry Certificate to Temporary Regulation S Book-Entry Certificate during Restricted Period ERISA Representation Exhibit J Form of Transfer Certificate for Rule 144A Book-Entry Certificate to Regulation S Book-Entry Certificate after Restricted Period Investment Letter Exhibit K Form of Residual Certificate Transfer Certificate for Temporary Regulation S Book-Entry Certificate to Rule 144A Book-Entry Certificate during Restricted Period Affidavit Exhibit L Form of Transfer Transferor Certificate for Temporary Regulation S Book-Entry Certificate to Regulation S Book-Entry Certificate after Restricted Period Exhibit M Form of Transfer Certificate for Non-Book Entry Certificate to Temporary Regulation S Book-Entry Certificate Monthly Information Delivered by each Servicer Exhibit N Form of Transfer Certificate for Non-Book Entry Certificate to Regulation S Book-Entry Certificate Interest Rate Swap Agreement Exhibit O Form of Transfer Certificate for Non-Book Entry Certificate to Rule 144A Book-Entry Certificate Exhibit P-1A Form of Investor Certification for Non-Borrower Party (for Persons other than the Directing Holder, the Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1B Form of Investor Certification for Non-Borrower Party (for the Directing Holder, Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1C Form of Investor Certification for Borrower Party (for Persons other than the Directing Holder, Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1D Form of Investor Certification for Borrower Party (for the Directing Holder, Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1E Form of Notice of Excluded Controlling Class Holder Exhibit P-1F Form of Notice of Excluded Controlling Class Holder to Certificate Administrator Exhibit P-1G Form of Certification of the Controlling Class Representative Exhibit P-2 Form of Certification for NRSROs Exhibit P-3 Online Market Data Provider Sarbanes Oxley Certification Exhibit Q Custodian Certification/Exception Report Exhibit R-1 Form of Power of Attorney by Trustee for Master Servicer Exhibit R-2 Form of Power of Attorney by Trustee for Special Servicer Exhibit S Initial Companion Holders, Initial Class Majority Certificateholder Exhibit T Form of Notice Relating to the Non-Serviced Mortgage Loans Exhibit U Form of Notice and Certification Regarding Defeasance of Mortgage Loan Exhibit V Form of Operating Advisor Annual Report Exhibit W Form of Notice from Operating Advisor Recommending Replacement of the Special Servicer Exhibit X Form of Confidentiality Agreement Exhibit Y Form Certification to be Provided with Form 10-K Exhibit Z-1 P-1 Form of Certification to be Provided by the Securities Administrator to Depositor by Certificate Administrator the Master Servicer Exhibit Z-2 P-2 Form of Certification to be Provided by each Servicer to Depositor by the Master Servicer Exhibit Z-3 Form of Certification to be Provided to Depositor by Special Servicer Exhibit Z-4 Form of Certification to be Provided to Depositor by Trustee Exhibit Z-5 Form of Certification to be Provided to Depositor by Operating Advisor Exhibit Z-6 Form of Certification to be Provided to Depositor by Custodian Exhibit Z-7 Form of Certification to be Provided to Depositor by Asset Representations Reviewer Exhibit AA Q Servicing Criteria to be Addressed in Assessment of Compliance Exhibit BB R-1 Additional Form 10-D Disclosure Information Exhibit CC R-2 Additional Form 10-K Disclosure Information Exhibit DD R-3 Form 8-K Disclosure Information Exhibit EE S Form of Additional Disclosure Notification Exhibit FF Initial Sub-Servicers Exhibit GG Servicing Function Participants Exhibit HH T Form of Annual Compliance Statement Additional Transfer Instrument v Exhibit II U Form of Report on Assessment of Compliance with Servicing Criteria Addition Notice Exhibit JJ CREFC® Payment Information Exhibit KK V Form of Notice Additional Mortgage Loan Purchase Agreement Exhibit W-1 Form of Additional Indebtedness Notification Exhibit LL Additional Disclosure Notification Power of Attorney (AccountsLitton) Exhibit MM W-2 Form of Notice Power of Purchase of Controlling Class Certificate Exhibit NN Form of Asset Review Report by the Asset Representations Reviewer Exhibit OO Form of Asset Review Report Summary Exhibit PP Asset Review Procedures Exhibit QQ Form of Certification to Certificate Administrator Requesting Access to Secure Data Room Exhibit RR Form of Notice of [Additional Delinquent Mortgage Loan][Cessation of Delinquent Mortgage Loan][Cessation of Asset Review Trigger] Exhibit SS Form of Certificate Administrator Receipt of the HRR Certificates Exhibit TT Form of Certificate Administrator Receipt of the HRR Certificates Upon TransferAttorney (JPM Chase Bank)

Exhibits. The following exhibits attached hereto supplement the exhibits included in the Base Indenture. Exhibit A-1 A-1: Form of Restricted Global Class A-1 Certificate A Note Exhibit A-2 A-2: Form of Temporary Global Class A-2 Certificate A Note Exhibit A-3 A-3: Form of Permanent Global Class A-3 Certificate A Note Exhibit A-4 B-1: Form of Restricted Global Class A-4 Certificate B Note Exhibit A-5 B-2: Form of Temporary Global Class B Note Exhibit B-3: Form of Permanent Global Class B Note Exhibit C-1: Form of Restricted Global Class C Note Exhibit C-2: Form of Temporary Global Class C Note Exhibit C-3: Form of Permanent Global Class C Note Exhibit D-1: Form of Restricted Global Class D Note Exhibit D-2: Form of Temporary Global Class D Note Exhibit D-3: Form of Permanent Global Class D Note Exhibit E-1: Form of Restricted Global Class R Note Exhibit E-2: Form of Temporary Global Class R Note Exhibit E-3: Form of Permanent Global Class R Note Exhibit F: Form of Series 2020-1 Demand Note Exhibit G: Form of Letter of Credit Exhibit H: Form of Lease Payment Deficit Notice Exhibit I: Form of Demand Notice Exhibit J-1: Class A-AB Certificate Exhibit A-6 Form of Class A-BP Certificate Exhibit A-7 Form of Class X-A Certificate Exhibit A-8 Form of Class X-BP Certificate Exhibit A-9 Form of Class X-B Certificate Exhibit A-10 Form of Class X-D Certificate Exhibit A-11 Form of Class A-S Certificate Exhibit A-12 Form of Class B Certificate Exhibit A-13 Form of Class C Certificate Exhibit A-14 Form of Class D Certificate Exhibit A-15 Form of Class E-RR Certificate Exhibit A-16 Form of Class F-RR Certificate Exhibit A-17 Form of Class G-RR Certificate Exhibit A-18 Form of Class H-RR Certificate Exhibit A-19 Form of Class R Certificate Exhibit B Mortgage Loan Schedule Exhibit /B/C Form of Investment Representation Letter Supplemental Indenture No. 4 to the Base Indenture Exhibit D-1 J-2: Class D Form of Transferee Affidavit Supplemental Indenture No. 4 to the Base Indenture Exhibit D-2 K-1: Class A/B/C Form of Transferor Letter Amendment to the AESOP I Operating Lease Exhibit D-3 K-2: Class D Form of Transferee Certificate for Transfers of Amendment to the HRR Certificates AESOP I Operating Lease Exhibit D-4 L-1: Class A/B/C Form of Transferor Certificate for Transfers of Amendment to the HRR Certificates Finance Lease Exhibit D-5 L-2: Class D Form of Request of Sponsor Consent for Release of Amendment to the HRR Certificates Finance Lease Exhibit E M-1: Class A/B/C Form of Request for Release Amendment to the AESOP I Operating Lease Loan Agreement Exhibit F-1 M-2: Class D Form of ERISA Representation Letter regarding ERISA Restricted Certificates Amendment to the AESOP I Operating Lease Loan Agreement Exhibit F-2 N-1: Class A/B/C Form of ERISA Representation Letter regarding Amendment to the AESOP I Finance Lease Loan Agreement Exhibit N-2: Class R Certificates Exhibit G D Form of Distribution Date Statement Amendment to the AESOP I Finance Lease Loan Agreement Exhibit H Supplemental Servicer Schedule O: Form of Amendment to the Escrow Agreement Exhibit I P: Form of Amendment to the Administration Agreement Exhibit Q: Form of Transfer Certificate for Rule 144A Book-Entry Certificate to Temporary Regulation S Book-Entry Certificate during Restricted Period Exhibit J Form of Transfer Certificate for Rule 144A Book-Entry Certificate to Regulation S Book-Entry Certificate after Restricted Period Exhibit K Form of Transfer Certificate for Temporary Regulation S Book-Entry Certificate to Rule 144A Book-Entry Certificate during Restricted Period Exhibit L Form of Transfer Certificate for Temporary Regulation S Book-Entry Certificate to Regulation S Book-Entry Certificate after Restricted Period Exhibit M Form of Transfer Certificate for Non-Book Entry Certificate to Temporary Regulation S Book-Entry Certificate Exhibit N Form of Transfer Certificate for Non-Book Entry Certificate to Regulation S Book-Entry Certificate Exhibit O Form of Transfer Certificate for Non-Book Entry Certificate to Rule 144A Book-Entry Certificate Exhibit P-1A Form of Investor Certification for Non-Borrower Party (for Persons other than the Directing Holder, the Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1B Form of Investor Certification for Non-Borrower Party (for the Directing Holder, Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1C Form of Investor Certification for Borrower Party (for Persons other than the Directing Holder, Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1D Form of Investor Certification for Borrower Party (for the Directing Holder, Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1E Form of Notice of Excluded Controlling Class Holder Exhibit P-1F Form of Notice of Excluded Controlling Class Holder to Certificate Administrator Exhibit P-1G Form of Certification of the Controlling Class Representative Exhibit P-2 Form of Certification for NRSROs Exhibit P-3 Online Market Data Provider Certification Exhibit Q Custodian Certification/Exception Report Exhibit R-1 Form of Power of Attorney by Trustee for Master Servicer Exhibit R-2 Form of Power of Attorney by Trustee for Special Servicer Exhibit S Initial Companion Holders, Initial Class Majority Certificateholder Exhibit T Form of Notice Relating to the Non-Serviced Mortgage Loans Exhibit U Form of Notice and Certification Regarding Defeasance of Mortgage Loan Exhibit V Form of Operating Advisor Annual Report Exhibit W Form of Notice from Operating Advisor Recommending Replacement of the Special Servicer Exhibit X Form of Confidentiality Agreement Exhibit Y Form Certification to be Provided with Form 10-K Exhibit Z-1 Form of Certification to be Provided to Depositor by Certificate Administrator Exhibit Z-2 Form of Certification to be Provided to Depositor by Master Servicer Exhibit Z-3 Form of Certification to be Provided to Depositor by Special Servicer Exhibit Z-4 Form of Certification to be Provided to Depositor by Trustee Exhibit Z-5 Form of Certification to be Provided to Depositor by Operating Advisor Exhibit Z-6 Form of Certification to be Provided to Depositor by Custodian Exhibit Z-7 Form of Certification to be Provided to Depositor by Asset Representations Reviewer Exhibit AA Servicing Criteria to be Addressed in Assessment of Compliance Exhibit BB Additional Form 10-D Disclosure Exhibit CC Additional Form 10-K Disclosure Exhibit DD Form 8-K Disclosure Information Exhibit EE Additional Disclosure Notification Exhibit FF Initial Sub-Servicers Exhibit GG Servicing Function Participants Exhibit HH Form of Annual Compliance Statement Exhibit II Form of Report on Assessment of Compliance with Servicing Criteria Exhibit JJ CREFC® Payment Information Exhibit KK Form of Notice of Additional Indebtedness Notification Exhibit LL Additional Disclosure Notification (Accounts) Exhibit MM Form of Notice of Purchase of Controlling Class Certificate Exhibit NN Form of Asset Review Report by the Asset Representations Reviewer Exhibit OO Form of Asset Review Report Summary Exhibit PP Asset Review Procedures Exhibit QQ Form of Certification to Certificate Administrator Requesting Access to Secure Data Room Exhibit RR Form of Notice of [Additional Delinquent Mortgage Loan][Cessation of Delinquent Mortgage Loan][Cessation of Asset Review Trigger] Exhibit SS Form of Certificate Administrator Receipt of the HRR Certificates Exhibit TT Form of Certificate Administrator Receipt of the HRR Certificates Upon TransferNotes

Exhibits. Exhibit A-1 Form of Class A-1 1-A1A Certificate Exhibit A-2 Form of Class A-2 1-A1B Certificate Exhibit A-3 Form of Class A-3 1-A2A Certificate Exhibit A-4 Form of Class A-4 1-A2B Certificate Exhibit A-5 Form of Class A1-AB B1 Certificate Exhibit A-6 Form of Class A1-BP B2 Certificate Exhibit A-7 Form of Class X1-A B3 Certificate Exhibit A-8 Form of Class X1-BP B4 Certificate Exhibit A-9 Form of Class X1-B B5 Certificate Exhibit A-10 Form of Class X1-D B6 Certificate Exhibit A-11 Form of Class A1-S R Certificate Exhibit A-12 Form of Class B 2-A1A Certificate Exhibit A-13 Form of Class C 2-A2A Certificate Exhibit A-14 Form of Class D 2-A12B Certificate Exhibit A-15 Form of Class E2-RR A3A Certificate Exhibit A-16 Form of Class F2-RR A4A Certificate Exhibit A-17 Form of Class G2-RR A34B Certificate Exhibit A-18 Form of Class H2-RR 1AX Certificate Exhibit A-19 Form of Class 2-2AX Certificate Exhibit A-20 Form of Class 2-B1 Certificate Exhibit A-21 Form of Class 2-B2 Certificate Exhibit A-22 Form of Class 2-B3 Certificate Exhibit A-23 Form of Class 2-B4 Certificate Exhibit A-24 Form of Class 2-B5 Certificate Exhibit A-25 Form of Class 2-B6 Certificate Exhibit A-26 Form of Class 2-P Certificate Exhibit A-27 Form of Class 2-R Certificate Exhibit B Mortgage Loan Schedule Exhibit C Form of Investment Representation Letter Exhibit D-1 10-D, Form of Transferee Affidavit Exhibit D-2 Form of Transferor Letter Exhibit D-3 Form of Transferee Certificate for Transfers of the HRR Certificates Exhibit D-4 Form of Transferor Certificate for Transfers of the HRR Certificates Exhibit D-5 Form of Request of Sponsor Consent for Release of the HRR Certificates Exhibit E Form of Request for Release Exhibit F-1 Form of ERISA Representation Letter regarding ERISA Restricted Certificates Exhibit F-2 Form of ERISA Representation Letter regarding Class R Certificates Exhibit G Form of Distribution Date Statement Exhibit H Supplemental Servicer Schedule Exhibit I Form of Transfer Certificate for Rule 144A Book8-Entry Certificate to Temporary Regulation S Book-Entry Certificate during Restricted Period Exhibit J Form of Transfer Certificate for Rule 144A Book-Entry Certificate to Regulation S Book-Entry Certificate after Restricted Period Exhibit K Form of Transfer Certificate for Temporary Regulation S Book-Entry Certificate to Rule 144A Book-Entry Certificate during Restricted Period Exhibit L Form of Transfer Certificate for Temporary Regulation S Book-Entry Certificate to Regulation S Book-Entry Certificate after Restricted Period Exhibit M Form of Transfer Certificate for Non-Book Entry Certificate to Temporary Regulation S Book-Entry Certificate Exhibit N Form of Transfer Certificate for Non-Book Entry Certificate to Regulation S Book-Entry Certificate Exhibit O Form of Transfer Certificate for Non-Book Entry Certificate to Rule 144A Book-Entry Certificate Exhibit P-1A Form of Investor Certification for Non-Borrower Party (for Persons other than the Directing Holder, the Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1B Form of Investor Certification for Non-Borrower Party (for the Directing Holder, Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1C Form of Investor Certification for Borrower Party (for Persons other than the Directing Holder, Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1D Form of Investor Certification for Borrower Party (for the Directing Holder, Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1E Form of Notice of Excluded Controlling Class Holder Exhibit P-1F Form of Notice of Excluded Controlling Class Holder to Certificate Administrator Exhibit P-1G Form of Certification of the Controlling Class Representative Exhibit P-2 Form of Certification for NRSROs Exhibit P-3 Online Market Data Provider Certification Exhibit Q Custodian Certification/Exception Report Exhibit R-1 Form of Power of Attorney by Trustee for Master Servicer Exhibit R-2 Form of Power of Attorney by Trustee for Special Servicer Exhibit S Initial Companion Holders, Initial Class Majority Certificateholder Exhibit T Form of Notice Relating to the Non-Serviced Mortgage Loans Exhibit U Form of Notice and Certification Regarding Defeasance of Mortgage Loan Exhibit V Form of Operating Advisor Annual Report Exhibit W Form of Notice from Operating Advisor Recommending Replacement of the Special Servicer Exhibit X Form of Confidentiality Agreement Exhibit Y Form Certification to be Provided with Form 10-K Reporting Responsibility Exhibit Z-1 Form of Certification to be Provided to Depositor by Certificate Administrator Exhibit Z-2 Form of Certification to be Provided to Depositor by Master Servicer Exhibit Z-3 Form of Certification to be Provided to Depositor by Special Servicer Exhibit Z-4 Form of Certification to be Provided to Depositor by Trustee Exhibit Z-5 Form of Certification to be Provided to Depositor by Operating Advisor Exhibit Z-6 Form of Certification to be Provided to Depositor by Custodian Exhibit Z-7 Form of Certification to be Provided to Depositor by Asset Representations Reviewer Exhibit AA C Servicing Criteria to be Addressed in Assessment of Compliance Exhibit BB Additional Form 10-D Disclosure Exhibit CC Additional Form 10-K Disclosure Exhibit DD Form 8-K Disclosure Information Exhibit EE Additional Disclosure Notification Exhibit FF Initial Sub-Servicers Exhibit GG Servicing Function Participants Exhibit HH Form of Annual Compliance Statement Mortgage Loan Purchase Agreement Exhibit II E Request for Release Exhibit F-1 Form of Report on Assessment of Compliance with Servicing Criteria Exhibit JJ CREFC® Payment Information Exhibit KK Transferor Representation Letter and Form of Notice Transferee Representation Letter in Connection with Transfer of Additional Indebtedness Notification the Private Certificates Pursuant to Rule 144A Under the 1933 Act Exhibit LL Additional Disclosure Notification (Accounts) Exhibit MM F-2 Form of Notice of Purchase of Controlling Class Certificate Exhibit NN Transfer Affidavit and Agreement and Form of Asset Review Report by the Asset Representations Reviewer Transferor Affidavit in Connection with Transfer of Residual Certificates Exhibit OO Form of Asset Review Report Summary Exhibit PP Asset Review Procedures Exhibit QQ G Form of Certification with respect to Certificate Administrator Requesting Access to Secure Data Room ERISA and the Code Exhibit RR H Form of Notice of [Additional Delinquent Mortgage Loan][Cessation of Delinquent Mortgage Loan][Cessation of Asset Review Trigger] Master Servicer Certification Exhibit SS I Form of Back-up Certification Schedule 1 Mortgage Loan Schedule This Pooling and Servicing Agreement, is dated and effective as of May 1, 2006, among CITIGROUP MORTGAGE LOAN TRUST INC., as Depositor, CITIMORTGAGE, INC., as Master Servicer and Trust Administrator, CITIBANK, N.A. as Paying Agent, Certificate Administrator Receipt Registrar and Authenticating Agent and U.S. BANK NATIONAL ASSOCIATION, as Trustee. PRELIMINARY STATEMENT: The Depositor intends to sell pass-through certificates to be issued hereunder in multiple classes, which in the aggregate will evidence the entire beneficial ownership interest in each REMIC (as defined herein) created hereunder. The Trust Fund will consist of a segregated pool of assets comprised of the HRR Certificates Exhibit TT Form Mortgage Loans and certain other related assets subject to this Agreement. As provided herein, the Trust Administrator will elect to treat the segregated pool of Certificate Administrator Receipt assets consisting of the HRR Certificates Upon TransferGroup 1 Mortgage Loans and certain other related assets subject to this Agreement as a REMIC (as defined herein) for federal income tax purposes, and such segregated pool of assets will be designated as “REMIC I-A”. The Class R-IA Residual Interest will be the sole class of “residual interests” in REMIC I-A for purposes of the REMIC Provisions (as defined herein). The following table irrevocably sets forth the designation, the REMIC I-A Remittance Rate, the initial Uncertificated Balance and, for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the “latest possible maturity date” for each of the REMIC I-A Regular Interests (as defined herein). None of the REMIC I-A Regular Interests will be certificated. Designation REMIC I-A Remittance Rate Initial Uncertificated Balance Latest Possible Maturity Date(1) LT-1A (2) $ 2,819,359.33 April 25, 2036 LT-1B (2) $ 29,065,879.33 April 25, 2036 LT-2A (2) $ 8,919,790.79 April 25, 2036 LT-2B (2) $ 91,955,990.79 April 25, 2036 LT-ZZZ (2) $ 1,077,457,580.77 April 25, 2036 LT-R (2) $ 100.16 April 25, 2036

Exhibits. The following exhibits attached hereto supplement the exhibits included in the Base Indenture. Exhibit A-1 A-1: Form of Restricted Global Class A-1 Certificate A Note Exhibit A-2 A-2: Form of Temporary Global Class A-2 Certificate A Note Exhibit A-3 A-3: Form of Permanent Global Class A-3 Certificate A Note Exhibit A-4 B-1: Form of Restricted Global Class A-4 Certificate B Note Exhibit A-5 B-2: Form of Temporary Global Class A-AB Certificate B Note Exhibit A-6 B-3: Form of Permanent Global Class A-BP Certificate B Note Exhibit A-7 C-1: Form of Restricted Global Class X-A Certificate C Note Exhibit A-8 C-2: Form of Temporary Global Class X-BP Certificate C Note Exhibit A-9 C-3: Form of Permanent Global Class X-B Certificate C Note Exhibit A-10 D-1: Form of Restricted Global Class X-D Certificate R Note Exhibit A-11 D-2: Form of Temporary Global Class A-S Certificate R Note Exhibit A-12 D-3: Form of Permanent Global Class B Certificate R Note Exhibit A-13 E: Form of Class C Certificate Series 2023-8 Demand Note Exhibit A-14 F: Form of Class D Certificate Letter of Credit Exhibit A-15 G: Form of Class E-RR Certificate Lease Payment Deficit Notice Exhibit A-16 H: Form of Class F-RR Certificate Demand Notice Exhibit A-17 I: Form of Class G-RR Certificate Supplemental Indenture No. 4 to the Base Indenture Exhibit A-18 J: Form of Class H-RR Certificate Amendment to the AESOP I Operating Lease Exhibit A-19 K: Form of Class R Certificate Amendment to the Finance Lease Exhibit B Mortgage Loan Schedule Exhibit C L: Form of Investment Representation Letter Amendment to the AESOP I Operating Lease Loan Agreement Exhibit D-1 M: Form of Transferee Affidavit Amendment to the AESOP I Finance Lease Loan Agreement Exhibit D-2 N: Form of Transferor Letter Amendment to the AESOP II Operating Lease Exhibit D-3 O: Form of Transferee Certificate for Transfers of Amendment to the HRR Certificates Master Exchange Agreement Exhibit D-4 P: Form of Transferor Certificate for Transfers of Amendment to the HRR Certificates Escrow Agreement Exhibit D-5 Q: Form of Request of Sponsor Consent for Release of Amendment to the HRR Certificates Administration Agreement Exhibit E R: Form of Request for Release Amendment to the AESOP II Operating Lease Loan Agreement Exhibit F-1 S: Form of ERISA Representation Letter regarding ERISA Restricted Certificates Amendment to the Original AESOP Nominee Agreement Exhibit F-2 T: Form of ERISA Representation Letter regarding Class R Certificates Amendment to the Disposition Agent Agreement Exhibit G U: Form of Distribution Date Statement Exhibit H Supplemental Servicer Schedule Exhibit I Form of Transfer Certificate for Rule 144A Book-Entry Certificate to Temporary Regulation S Book-Entry Certificate during Restricted Period Exhibit J Form of Transfer Certificate for Rule 144A Book-Entry Certificate to Regulation S Book-Entry Certificate after Restricted Period Exhibit K Form of Transfer Certificate for Temporary Regulation S Book-Entry Certificate to Rule 144A Book-Entry Certificate during Restricted Period Exhibit L Form of Transfer Certificate for Temporary Regulation S Book-Entry Certificate to Regulation S Book-Entry Certificate after Restricted Period Exhibit M Form of Transfer Certificate for Non-Book Entry Certificate to Temporary Regulation S Book-Entry Certificate Exhibit N Form of Transfer Certificate for Non-Book Entry Certificate to Regulation S Book-Entry Certificate Exhibit O Form of Transfer Certificate for Non-Book Entry Certificate to Rule 144A Book-Entry Certificate Exhibit P-1A Form of Investor Certification for Non-Borrower Party (for Persons other than the Directing Holder, the Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1B Form of Investor Certification for Non-Borrower Party (for the Directing Holder, Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1C Form of Investor Certification for Borrower Party (for Persons other than the Directing Holder, Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1D Form of Investor Certification for Borrower Party (for the Directing Holder, Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1E Form of Notice of Excluded Controlling Class Holder Exhibit P-1F Form of Notice of Excluded Controlling Class Holder to Certificate Administrator Exhibit P-1G Form of Certification of the Controlling Class Representative Exhibit P-2 Form of Certification for NRSROs Exhibit P-3 Online Market Data Provider Certification Exhibit Q Custodian Certification/Exception Report Exhibit R-1 Form of Power of Attorney by Trustee for Master Servicer Exhibit R-2 Form of Power of Attorney by Trustee for Special Servicer Exhibit S Initial Companion Holders, Initial Class Majority Certificateholder Exhibit T Form of Notice Relating Amendment to the NonBack-Serviced Mortgage Loans Exhibit U Form of Notice and Certification Regarding Defeasance of Mortgage Loan Exhibit V Form of Operating Advisor Annual Report Exhibit W Form of Notice from Operating Advisor Recommending Replacement of the Special Servicer Exhibit X Form of Confidentiality Agreement Exhibit Y Form Certification to be Provided with Form 10-K Exhibit Z-1 Form of Certification to be Provided to Depositor by Certificate Administrator Exhibit Z-2 Form of Certification to be Provided to Depositor by Master Servicer Exhibit Z-3 Form of Certification to be Provided to Depositor by Special Servicer Exhibit Z-4 Form of Certification to be Provided to Depositor by Trustee Exhibit Z-5 Form of Certification to be Provided to Depositor by Operating Advisor Exhibit Z-6 Form of Certification to be Provided to Depositor by Custodian Exhibit Z-7 Form of Certification to be Provided to Depositor by Asset Representations Reviewer Exhibit AA Servicing Criteria to be Addressed in Assessment of Compliance Exhibit BB Additional Form 10-D Disclosure Exhibit CC Additional Form 10-K Disclosure Exhibit DD Form 8-K Disclosure Information Exhibit EE Additional Disclosure Notification Exhibit FF Initial Sub-Servicers Exhibit GG Servicing Function Participants Exhibit HH Form of Annual Compliance Statement Exhibit II Form of Report on Assessment of Compliance with Servicing Criteria Exhibit JJ CREFC® Payment Information Exhibit KK Form of Notice of Additional Indebtedness Notification Exhibit LL Additional Disclosure Notification (Accounts) Exhibit MM Form of Notice of Purchase of Controlling Class Certificate Exhibit NN Form of Asset Review Report by the Asset Representations Reviewer Exhibit OO Form of Asset Review Report Summary Exhibit PP Asset Review Procedures Exhibit QQ Form of Certification to Certificate Administrator Requesting Access to Secure Data Room Exhibit RR Form of Notice of [Additional Delinquent Mortgage Loan][Cessation of Delinquent Mortgage Loan][Cessation of Asset Review Trigger] Exhibit SS Form of Certificate Administrator Receipt of the HRR Certificates Exhibit TT Form of Certificate Administrator Receipt of the HRR Certificates Upon Transferup Administration Agreement

Exhibits. Exhibit 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-AB Certificate Exhibit X, Class A-SP and Class A-Y Certificates EXHIBIT A-2 Form of Class A-0, Xxxxx X-0, Class B, Class C, Class D and Class E Certificates EXHIBIT A-3 Form of Class F, Class G, Class H, Class J, Class K, Class L and Class M Certificates EXHIBIT A-4 Form of Class N, Class O, Class P and Class Q Certificates EXHIBIT A-5 Form of Class V Certificates EXHIBIT A-6 Form of Class AR and Class LR Certificates EXHIBIT B-1A Schedule of Original Column Mortgage Loans EXHIBIT B-1B Schedule of Original PNC Mortgage Loans EXHIBIT B-1-BP Certificate Exhibit A-7 C Schedule of Original NCCB Mortgage Loans EXHIBIT B-1-D Schedule of Original NCBFSB Mortgage Loans EXHIBIT B-2 Schedule of Exceptions to Mortgage File Delivery EXHIBIT B-3 Form of Class XCustodial Certification EXHIBIT B-4 Schedule of Mortgage Loans Covered by Environmental Insurance EXHIBIT B-5 Schedule of Initial LTV Co-A Certificate Exhibit A-8 Form op Basis EXHIBIT C Letters of Class X-BP Certificate Exhibit A-9 Form of Class X-B Certificate Exhibit A-10 Form of Class X-D Certificate Exhibit A-11 Form of Class A-S Certificate Exhibit A-12 Form of Class B Certificate Exhibit A-13 Form of Class C Certificate Exhibit A-14 Form of Class D Certificate Exhibit A-15 Form of Class E-RR Certificate Exhibit A-16 Form of Class F-RR Certificate Exhibit A-17 Form of Class G-RR Certificate Exhibit A-18 Form of Class H-RR Certificate Exhibit A-19 Form of Class R Certificate Exhibit B Mortgage Loan Schedule Exhibit C Form of Investment Representation Letter Exhibit Representations Among Depositor, Trustee and Initial Depository EXHIBIT D-1 Form of Transferee Affidavit Exhibit Master Servicer Request for Release EXHIBIT D-2 Form of Special Servicer Request for Release EXHIBIT E Form of CMSA Servicer Watch List Criteria for Co-op Mortgage Loans EXHIBIT F-1A Form I of Transferor Letter Exhibit D-3 Certificate for Transfers of Non-Registered Certificates EXHIBIT F-1B Form II of Transferor Certificate for Transfers of Non-Registered Certificates EXHIBIT F-1C Form I of Transferor Certificate for Transfers of Interests in Global Certificates for Classes of Non-Registered Certificates EXHIBIT F-1D Form II of Transferor Certificate for Transfers of Interests in Global Certificates for Classes of Non-Registered Certificates EXHIBIT F-2A Form I of Transferee Certificate for Transfers of Non-Registered Certificates Held in Physical Form EXHIBIT F-2B Form II of Transferee Certificate for Transfers of Non-Registered Certificates Held in Physical Form EXHIBIT F-2C Form I of Transferee Certificate for Transfers of Interests in Non-Registered Certificates Held in Book-Entry Form EXHIBIT F-2D Form II of Transferee Certificate for Transfers of Interests in Non-Registered Certificates Held in Book-Entry Form EXHIBIT F-3A Form of Transferor Certificate for Transfer of the HRR Excess Servicing Fee Right EXHIBIT F-3B Form of Transferee Certificate for Transfer of the Excess Servicing Fee Right EXHIBIT G-1 Form of Transferee Certificate in Connection with ERISA (Non-Registered Certificates Exhibit D-4 and Non-Investment Grade Certificates Held in Fully-Registered, Certificated Form) EXHIBIT G-2 Form of Transferee Certificate in Connection with ERISA (Non-Registered Certificates Held in Book-Entry Form) EXHIBIT H-1 Form of Residual Transfer Affidavit for Transfers of Class R and Class LR Certificates EXHIBIT H-2 Form of Transferor Certificate for Transfers of the HRR Certificates Exhibit D-5 Form of Request of Sponsor Consent for Release of the HRR Certificates Exhibit E Form of Request for Release Exhibit F-1 Form of ERISA Representation Letter regarding ERISA Restricted Certificates Exhibit F-2 Form of ERISA Representation Letter regarding Class R and Class LR Certificates Exhibit G Form of Distribution Date Statement Exhibit H Supplemental Servicer Schedule Exhibit I Form of Transfer Certificate for Rule 144A Book-Entry Certificate to Temporary Regulation S Book-Entry Certificate during Restricted Period Exhibit J Form of Transfer Certificate for Rule 144A Book-Entry Certificate to Regulation S Book-Entry Certificate after Restricted Period Exhibit K Form of Transfer Certificate for Temporary Regulation S Book-Entry Certificate to Rule 144A Book-Entry Certificate during Restricted Period Exhibit L Form of Transfer Certificate for Temporary Regulation S Book-Entry Certificate to Regulation S Book-Entry Certificate after Restricted Period Exhibit M Form of Transfer Certificate for Non-Book Entry Certificate to Temporary Regulation S Book-Entry Certificate Exhibit N Form of Transfer Certificate for Non-Book Entry Certificate to Regulation S Book-Entry Certificate Exhibit O Form of Transfer Certificate for Non-Book Entry Certificate to Rule 144A Book-Entry Certificate Exhibit P-1A Form of Investor Certification for Non-Borrower Party (for Persons other than the Directing Holder, the Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1B Form of Investor Certification for Non-Borrower Party (for the Directing Holder, Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1C Form of Investor Certification for Borrower Party (for Persons other than the Directing Holder, Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1D Form of Investor Certification for Borrower Party (for the Directing Holder, Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1E Form of Notice of Excluded Controlling Class Holder Exhibit P-1F Form of Notice of Excluded Controlling Class Holder to Certificate Administrator Exhibit P-1G Form of Certification of the Controlling Class Representative Exhibit P-2 Form of Certification for NRSROs Exhibit P-3 Online Market Data Provider Certification Exhibit Q Custodian Certification/Exception Report Exhibit R-1 Form of Power of Attorney by Trustee for Master Servicer Exhibit R-2 Form of Power of Attorney by Trustee for Special Servicer Exhibit S Initial Companion Holders, Initial Class Majority Certificateholder Exhibit T Form of Notice Relating to the Non-Serviced Mortgage Loans Exhibit U EXHIBIT I-1 Form of Notice and Certification Regarding Defeasance Acknowledgment Concerning Replacement of Mortgage Loan Exhibit V Special Servicer EXHIBIT I-2 Form of Operating Advisor Annual Report Exhibit W Acknowledgment of Proposed Special Servicer EXHIBIT J Form of Notice UCC-1 Financing Statement EXHIBIT K-1 Information Request from Operating Advisor Recommending Replacement Certificateholder or Certificate Owner EXHIBIT K-2 Information Request from Prospective Investor EXHIBIT L Schedule of the Special Servicer Exhibit X Designated Sub-Servicers EXHIBIT M Form of Confidentiality Subordination Agreement Exhibit Y for NCBFSB Subordinate Debt EXHIBIT N Form of S&P Defeasance Certification to be Provided with Form 10-K Exhibit Z-1 EXHIBIT O Form of Certification to be Provided provided to Depositor by Certificate Administrator Exhibit Z-2 Form Schedule I Reference Rates This Pooling and Servicing Agreement is dated and effective as of Certification to be Provided to Depositor by March 1, 2003, among CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP. as Depositor, MIDLAND LOAN SERVICES, INC., as General Master Servicer Exhibit Z-3 Form of Certification to be Provided to Depositor by and General Special Servicer, NCB, FSB, as Co-op Master Servicer, National Consumer Cooperative Bank, as Co-op Special Servicer Exhibit Z-4 Form of Certification to be Provided to Depositor by Trustee Exhibit Z-5 Form of Certification to be Provided to Depositor by Operating Advisor Exhibit Z-6 Form of Certification to be Provided to Depositor by Custodian Exhibit Z-7 Form of Certification to be Provided to Depositor by Asset Representations Reviewer Exhibit AA Servicing Criteria to be Addressed in Assessment of Compliance Exhibit BB Additional Form 10-D Disclosure Exhibit CC Additional Form 10-K Disclosure Exhibit DD Form 8-K Disclosure Information Exhibit EE Additional Disclosure Notification Exhibit FF Initial Sub-Servicers Exhibit GG Servicing Function Participants Exhibit HH Form of Annual Compliance Statement Exhibit II Form of Report on Assessment of Compliance with Servicing Criteria Exhibit JJ CREFC® Payment Information Exhibit KK Form of Notice of Additional Indebtedness Notification Exhibit LL Additional Disclosure Notification (Accounts) Exhibit MM Form of Notice of Purchase of Controlling Class Certificate Exhibit NN Form of Asset Review Report by the Asset Representations Reviewer Exhibit OO Form of Asset Review Report Summary Exhibit PP Asset Review Procedures Exhibit QQ Form of Certification to Certificate Administrator Requesting Access to Secure Data Room Exhibit RR Form of Notice of [Additional Delinquent Mortgage Loan][Cessation of Delinquent Mortgage Loan][Cessation of Asset Review Trigger] Exhibit SS Form of Certificate Administrator Receipt of the HRR Certificates Exhibit TT Form of Certificate Administrator Receipt of the HRR Certificates Upon Transferand WEXXX XARGO BANK MINNESOTA, N.A. as Trustee.

Exhibits. Exhibit A-A-1 Form of Class A-1 Certificate Exhibit A-A-2 Form of Class A-2 Certificate Exhibit A-A-3 Form of Class A-3 Certificate Exhibit A-A-4 Form of Class A-4 Certificate Exhibit A-A-5 Form of Class A-5 Certificate Exhibit A-AB Certificate Exhibit A-6 Form of Class A-6 Certificate Exhibit A-BP Certificate Exhibit A-7 M-1 Form of Class X-A M-1 Certificate Exhibit A-8 A-M-2 Form of Class X-BP M-2 Certificate Exhibit A-9 A-M-3 Form of Class X-B M-3 Certificate Exhibit A-10 A-M-4 Form of Class X-D M-4 Certificate Exhibit A-11 A-M-5 Form of Class M-5 Certificate Exhibit A-S Certificate Exhibit A-12 M-6 Form of Class B M-6 Certificate Exhibit A-13 A-M-7 Form of Class C M-7 Certificate Exhibit A-14 A-M-8 Form of Class D M-8 Certificate Exhibit A-15 A-M-9 Form of Class E-RR M-9 Certificate Exhibit A-16 A-M-10 Form of Class F-RR M-10 Certificate Exhibit A-17 A-M-11 Form of Class G-RR M-11 Certificate Exhibit A-18 A-CE Form of Class H-RR CE Certificate Exhibit A-19 A-P Form of Class P Certificate Exhibit A-R Form of Class R Certificate Exhibit B Mortgage Loan Schedule Exhibit C A-RX Form of Investment Representation Letter Class R-X Certificate Exhibit D-1 B [Reserved] Exhibit C-1 Form of Transferee Affidavit Initial Certification Exhibit D-2 C-2 Form of Transferor Letter Final Certification Exhibit D-3 C-3 Form of Transferee Certificate for Transfers Receipt of the HRR Certificates Mortgage Notes Exhibit D-4 D Form of Transferor Certificate for Transfers of the HRR Certificates Exhibit D-5 Form of Request of Sponsor Consent for Release of the HRR Certificates Assignment Agreement Exhibit E Form of Request for Release Exhibit F-1 Form of ERISA Transferor Representation Letter regarding ERISA Restricted and Form of Transferee Representation Letter in Connection with Transfer of the Private Certificates Pursuant to Rule 144A Under the 1933 Act Exhibit F-2 Form of ERISA Representation Letter regarding Class R Transfer Affidavit and Agreement and Form of Transferor Affidavit in Connection with Transfer of Residual Certificates Exhibit G Form of Distribution Date Statement Certification with respect to ERISA and the Code Exhibit H Supplemental Servicer Schedule [Reserved] Exhibit I Form of Transfer Certificate for Rule 144A Book-Entry Certificate to Temporary Regulation S Book-Entry Certificate during Restricted Period Lost Note Affidavit Exhibit J Form of Transfer Certificate for Rule 144A Book-Entry Certificate to Regulation S Book-Entry Certificate after Restricted Period Exhibit K Form of Transfer Certificate for Temporary Regulation S Book-Entry Certificate to Rule 144A Book-Entry Certificate during Restricted Period Exhibit L Form of Transfer Certificate for Temporary Regulation S Book-Entry Certificate to Regulation S Book-Entry Certificate after Restricted Period Exhibit M Form of Transfer Certificate for Non-Book Entry Certificate to Temporary Regulation S Book-Entry Certificate Exhibit N Form of Transfer Certificate for Non-Book Entry Certificate to Regulation S Book-Entry Certificate Exhibit O Form of Transfer Certificate for Non-Book Entry Certificate to Rule 144A Book-Entry Certificate Exhibit P-1A Form of Investor Certification for Non-Borrower Party (for Persons other than the Directing Holder, the Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1B Form of Investor Certification for Non-Borrower Party (for the Directing Holder, Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1C Form of Investor Certification for Borrower Party (for Persons other than the Directing Holder, Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1D Form of Investor Certification for Borrower Party (for the Directing Holder, Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1E Form of Notice of Excluded Controlling Class Holder Exhibit P-1F Form of Notice of Excluded Controlling Class Holder to Certificate Administrator Exhibit P-1G J-1 Form of Certification of to Be Provided by the Controlling Class Representative Exhibit P-2 Form of Certification for NRSROs Exhibit P-3 Online Market Data Provider Certification Exhibit Q Custodian Certification/Exception Report Exhibit R-1 Form of Power of Attorney by Trustee for Master Servicer Exhibit R-2 Form of Power of Attorney by Trustee for Special Servicer Exhibit S Initial Companion Holders, Initial Class Majority Certificateholder Exhibit T Form of Notice Relating to the Non-Serviced Mortgage Loans Exhibit U Form of Notice and Certification Regarding Defeasance of Mortgage Loan Exhibit V Form of Operating Advisor Annual Report Exhibit W Form of Notice from Operating Advisor Recommending Replacement of the Special Servicer Exhibit X Form of Confidentiality Agreement Exhibit Y Form Certification to be Provided with Form 10-K Exhibit Z-1 J-2 Form of Certification to be Be Provided by the Servicer to Depositor by Certificate Administrator Exhibit Z-2 Form of Certification to be Provided to Depositor by the Master Servicer Exhibit Z-3 K [Reserved] Exhibit L Annual Statement of Compliance pursuant to Section 3.20 Exhibit M Form of Certification to be Provided to Depositor by Special Servicer Interest Rate Swap Agreement Exhibit Z-4 N Form of Certification to be Provided to Depositor by Trustee Swap Administration Agreement Exhibit Z-5 Form of Certification to be Provided to Depositor by Operating Advisor Exhibit Z-6 Form of Certification to be Provided to Depositor by Custodian Exhibit Z-7 Form of Certification to be Provided to Depositor by Asset Representations Reviewer Exhibit AA O Servicing Criteria to be Be Addressed in Assessment of Compliance Exhibit BB Additional P Form 10-D Disclosure Exhibit CC Additional D, Form 8-K and Form 10-K Disclosure Reporting Responsibility Exhibit DD Form 8-K Disclosure Information Exhibit EE Q Additional Disclosure Notification Exhibit FF Initial Sub-Servicers Exhibit GG Servicing Function Participants Exhibit HH R-1 Form of Annual Compliance Statement Delinquency Report Exhibit II R-2 Form of Monthly Remittance Report on Assessment of Compliance with Servicing Criteria Exhibit JJ CREFC® Payment Information Exhibit KK R-3 Form of Notice Realized Loss Report Schedule 1 Mortgage Loan Schedule Schedule 2 Prepayment Charge Schedule This Pooling and Servicing Agreement, is dated and effective as of Additional Indebtedness Notification Exhibit LL Additional Disclosure Notification (Accounts) Exhibit MM Form of Notice of Purchase of Controlling Class Certificate Exhibit NN Form of Asset Review Report by the Asset Representations Reviewer Exhibit OO Form of Asset Review Report Summary Exhibit PP Asset Review Procedures Exhibit QQ Form of Certification to Certificate November 1, 2006, among MORTGAGE ASSET SECURITIZATION TRANSACTIONS, INC. as Depositor, JPMORGAN CHASE BANK, NATIONAL ASSOCIATION as Servicer, WXXXX FARGO BANK, N.A. as Master Servicer, Trust Administrator Requesting Access to Secure Data Room Exhibit RR Form of Notice of [Additional Delinquent Mortgage Loan][Cessation of Delinquent Mortgage Loan][Cessation of Asset Review Trigger] Exhibit SS Form of Certificate Administrator Receipt of the HRR Certificates Exhibit TT Form of Certificate Administrator Receipt of the HRR Certificates Upon Transferand Custodian and U.S. BANK NATIONAL ASSOCIATION as Trustee.

Exhibits. 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-AB A-1A Certificate Exhibit A-6 Form of Class A-BP X-1 Certificate Exhibit A-7 Form of Class X-A X-2 Certificate Exhibit A-8 Form of Class X-BP B Certificate Exhibit A-9 Form of Class X-B C Certificate Exhibit A-10 Form of Class X-D Certificate Exhibit A-11 Form of Class A-S E Certificate Exhibit A-12 Form of Class B F Certificate Exhibit A-13 Form of Class C G Certificate Exhibit A-14 Form of Class D H Certificate Exhibit A-15 Form of Class E-RR J Certificate Exhibit A-16 Form of Class F-RR K Certificate Exhibit A-17 Form of Class G-RR L Certificate Exhibit A-18 Form of Class H-RR M Certificate Exhibit A-19 Form of Class N Certificate Exhibit A-20 Form of Class P Certificate Exhibit A-21 Form of Class NR Certificate Exhibit A-22 Form of Class R Certificate Exhibit A-23 Form of Class LR Certificate Exhibit B Mortgage Loan Schedule Exhibit C Form of Investment Representation Letter Exhibit D-1 Form of Transferee Transfer Affidavit Exhibit D-2 Form of Transferor Letter Exhibit D-3 Form of Transferee Certificate for Transfers of the HRR Certificates Exhibit D-4 Form of Transferor Certificate for Transfers of the HRR Certificates Exhibit D-5 Form of Request of Sponsor Consent for Release of the HRR Certificates Exhibit E Form of Request for Release Exhibit F-1 F Form of ERISA Representation Letter regarding ERISA Restricted Certificates Exhibit F-2 Form of ERISA Representation Letter regarding Class R Certificates Exhibit G Form of Distribution Date Statement to Certificateholders Exhibit H Supplemental Servicer Schedule Form of Omnibus Assignment Exhibit I I-1 Form of Regulation S Transfer Certificate during Restricted Period Exhibit I-2 Form of Regulation S Transfer Certificate after Restricted Period Exhibit J Form of Purchase Option Notice Exhibit K Form of Transfer Certificate for Rule 144A Book-Entry Certificate to Temporary Regulation S Book-Entry Certificate during Restricted Period Exhibit J L Reserved Exhibit M Form of Transfer Certificate for Rule 144A Book-Entry Certificate to Regulation S Book-Entry Certificate after Restricted Period Exhibit K N Form of Transfer Certificate for Temporary Regulation S Book-Entry Certificate to Rule 144A Global Book-Entry Certificate during Restricted Period Exhibit L O Form of Transfer Certificate for Temporary Regulation S Book-Entry Certificate to Regulation S Book-Entry Certificate after during Restricted Period Exhibit M Form of Transfer Certificate for Non-Book Entry Certificate to Temporary Regulation S Book-Entry Certificate Exhibit N Form of Transfer Certificate for Non-Book Entry Certificate to Regulation S Book-Entry Certificate Exhibit O Form of Transfer Certificate for Non-Book Entry Certificate to Rule 144A Book-Entry Certificate Exhibit P-1A Form of Investor Certification for Non-Borrower Party (for Persons other than the Directing Holder, the Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1B Form of Investor Certification for Non-Borrower Party (for the Directing Holder, Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1C Form of Investor Certification for Borrower Party (for Persons other than the Directing Holder, Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1D Form of Investor Certification for Borrower Party (for the Directing Holder, Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1E Form of Notice of Excluded Controlling Class Holder Exhibit P-1F Form of Notice of Excluded Controlling Class Holder to Certificate Administrator Exhibit P-1G Form of Certification of the Controlling Class Representative Exhibit P-2 Form of Certification for NRSROs Exhibit P-3 Online Market Data Provider Certification Exhibit Q Custodian Certification/Exception Report Exhibit R-1 Form of Power of Attorney by Trustee for Master Servicer Exhibit R-2 Form of Power of Attorney by Trustee for Special Servicer Exhibit S Initial Companion Holders, Initial Class Majority Certificateholder Exhibit T Form of Notice Relating to the Non-Serviced Mortgage Loans Exhibit U Form of Notice and Certification Regarding Defeasance of Mortgage Loan Exhibit V Form of Operating Advisor Annual Report Exhibit W Form of Notice from Operating Advisor Recommending Replacement of the Special Servicer Exhibit X Form of Confidentiality Agreement Exhibit Y P Form Certification to be Provided with Form 10-K Exhibit Z-1 Q-1 Form of Certification to be Provided to Depositor by Certificate Administrator the Paying Agent Exhibit Z-2 Q-2 Form of Certification to be Provided to Depositor by Master the Servicer Exhibit Z-3 Q-3 Form of Certification to be Provided to Depositor by the Special Servicer by the Servicer Exhibit Z-4 Form of Certification to be Provided to Depositor by Trustee Exhibit Z-5 Form of Certification to be Provided to Depositor by Operating Advisor Exhibit Z-6 Form of Certification to be Provided to Depositor by Custodian Exhibit Z-7 Form of Certification to be Provided to Depositor by Asset Representations Reviewer Exhibit AA Servicing Criteria to be Addressed in Assessment of Compliance Exhibit BB Additional Form 10-D Disclosure Exhibit CC Additional Form 10-K Disclosure Exhibit DD Form 8-K Disclosure Information Exhibit EE Additional Disclosure Notification Exhibit FF Initial Sub-Servicers Exhibit GG Servicing Function Participants Exhibit HH Form of Annual Compliance Statement Exhibit II Form of Report on Assessment of Compliance with Servicing Criteria Exhibit JJ CREFC® Payment Information Exhibit KK R Form of Notice Relating to the Forum Shops Mortgage Loan Exhibit S Exception Report of Additional Indebtedness Notification the Trustee Exhibit LL Additional Disclosure Notification (Accounts) T Form of Final Certification of the Trustee Exhibit MM U Form of Notice and Certification regarding Defeasance of Purchase of Controlling Class Certificate Mortgage Loan Exhibit NN V-1 Form of Asset Review Report Information Request by the Asset Representations Reviewer Certificateholder or Certificate Owner Exhibit OO V-2 Form of Asset Review Report Summary Information Request by Prospective Purchaser Exhibit PP Asset Review Procedures Exhibit QQ Form W Initial Companion Holders Schedule 1 Mortgage Loans Containing Additional Debt Schedule 2 Mortgage Loans that Initially Pay Interest Only Schedule 3 Class X Reference Rate Schedule Schedule 4 Forum Shops Mortgage Loan Amortization Schedule This Pooling and Servicing Agreement (the "Agreement") is dated and effective as of Certification to Certificate Administrator Requesting Access to Secure Data Room Exhibit RR Form of Notice of [Additional Delinquent March 31, 2004, among J.P. Morgan Chase Commercial Mortgage Loan][Cessation of Delinquent Mortgage Loan][Cessation of Asset Review Trigger] Exhibit SS Form of Certificate Administrator Receipt of the HRR Certificates Exhibit TT Form of Certificate Administrator Receipt of the HRR Certificates Upon TransferSecurities Corp., as Depositor, GXXX Xxxxxxxixx Xxrtgage Corporation, as Servicer, Midland Loan Services, Inc., as Special Servicer, Wells Fargo Bank, N.A., as Trustee, and JPMorgan Chase Bank, as Paying Xxxxx.

Exhibits. Exhibit A-1 A‑1 Form of Class A-1 Certificate I‑A1 Certificates Exhibit A-2 A‑2 Form of Class A-2 Certificate I‑A2 Certificates Exhibit A-3 A‑3 Form of Class A-3 Certificate II‑A1 Certificates Exhibit A-4 A‑4 Form of Class A-4 Certificate II‑A2 Certificates Exhibit A-5 A‑5 Form of Class A-AB Certificate A‑3 Certificates Exhibit A-6 A‑6 Form of Class A-BP Certificate M‑1 Certificates Exhibit A-7 A‑7 Form of Class X-A Certificate M‑2 Certificates Exhibit A-8 A‑8 Form of Class X-BP Certificate M‑3 Certificates Exhibit A-9 A‑9 Form of Class X-B Certificate M‑4 Certificates Exhibit A-10 A‑10 Form of Class X-D Certificate M‑5 Certificates Exhibit A-11 A‑11 Form of Class A-S Certificate M‑6 Certificates Exhibit A-12 A‑12 Form of Class M-7 Certificates Exhibit A‑13 Form of Class B Certificate Certificates Exhibit A-13 A‑14 Form of Class C Certificate Certificates Exhibit A-14 A‑15 Form of Class D Certificate P Certificates Exhibit A-15 Form of Class E-RR Certificate Exhibit A-16 Form of Class F-RR Certificate Exhibit A-17 Form of Class G-RR Certificate Exhibit A-18 Form of Class H-RR Certificate Exhibit A-19 A‑16 Form of Class R Certificate Certificates Exhibit A‑17 Form of Class R‑CX Certificates Exhibit A‑18 Form of Class R‑PX Certificates Exhibit B Form of Cap Agreement Exhibit C Form of Mortgage Loan Purchase Agreement Exhibit D Mortgage Loan Schedule Exhibit C E‑1 Request for Release (for Trustee/Custodian) Exhibit E‑2 Request for Release (Certificate – Mortgage Loan Paid in Full) Exhibit E‑3 Form of Mortgage Loan Assignment Agreement Exhibit F‑1 Form of Trustee’s Initial Certification Exhibit F‑2 Form of Trustee’s Final Certification Exhibit G Reserved Exhibit H Form of Lost Note Affidavit Exhibit I Form of ERISA Representation Exhibit J Form of Investment Representation Letter Exhibit D-1 K Form of Transferee Class R Certificate, Class R‑CX Certificate and Class R‑PX Certificate Transfer Affidavit Exhibit D-2 Form of Transferor Letter Exhibit D-3 Form of Transferee Certificate for Transfers of the HRR Certificates Exhibit D-4 L Form of Transferor Certificate for Transfers of the HRR Certificates Exhibit D-5 Form of Request of Sponsor Consent for Release of the HRR Certificates Exhibit E Form of Request for Release Exhibit F-1 Form of ERISA Representation Letter regarding ERISA Restricted Certificates Exhibit F-2 Form of ERISA Representation Letter regarding Class R Certificates Exhibit G Form of Distribution Date Statement Exhibit H Supplemental Servicer Schedules Schedule Exhibit I Form of Transfer Certificate for Rule 144A Book-Entry Certificate to Temporary Regulation S Book-Entry Certificate during Restricted Period Exhibit J Form of Transfer Certificate for Rule 144A Book-Entry Certificate to Regulation S Book-Entry Certificate after Restricted Period Exhibit K Form of Transfer Certificate for Temporary Regulation S Book-Entry Certificate to Rule 144A Book-Entry Certificate during Restricted Period Exhibit L Form of Transfer Certificate for Temporary Regulation S Book-Entry Certificate to Regulation S Book-Entry Certificate after Restricted Period Exhibit M Form of Transfer Certificate for Non-Book Entry Certificate to Temporary Regulation S Book-Entry Certificate Exhibit N Form of Transfer Certificate for Non-Book Entry Certificate to Regulation S Book-Entry Certificate Exhibit O Form of Transfer Certificate for Non-Book Entry Certificate to Rule 144A Book-Entry Certificate Exhibit P-1A Form of Investor Certification for Non-Borrower Party (for Persons other than the Directing Holder, the Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1B Form of Investor Certification for Non-Borrower Party (for the Directing Holder, Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1C Form of Investor Certification for Borrower Party (for Persons other than the Directing Holder, Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1D Form of Investor Certification for Borrower Party (for the Directing Holder, Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1E Form of Notice of Excluded Controlling Class Holder Exhibit P-1F Form of Notice of Excluded Controlling Class Holder to Certificate Administrator Exhibit P-1G Form of Certification of the Controlling Class Representative Exhibit P-2 Form of Certification for NRSROs Exhibit P-3 Online Market Data Provider Certification Exhibit Q Custodian Certification/Exception Report Exhibit R-1 Form of Power of Attorney by Trustee for Master Servicer Exhibit R-2 Form of Power of Attorney by Trustee for Special Servicer Exhibit S Initial Companion Holders, Initial Class Majority Certificateholder Exhibit T Form of Notice Relating to the Non-Serviced Mortgage Loans Exhibit U Form of Notice and Certification Regarding Defeasance of Prepayment Charge Schedule Schedule II Cap Premium Schedule Schedule III Reserved Schedule IV PMI Mortgage Loan Exhibit V Form Schedule This POOLING AND SERVICING AGREEMENT is dated as of Operating Advisor Annual Report Exhibit W Form of Notice from Operating Advisor Recommending Replacement of October 1, 2004 (the Special Servicer Exhibit X Form of Confidentiality Agreement Exhibit Y Form Certification to be Provided with Form 10-K Exhibit Z-1 Form of Certification to be Provided to Depositor by Certificate Administrator Exhibit Z-2 Form of Certification to be Provided to Depositor by “Agreement”), among LONG BEACH SECURITIES CORP., as depositor (the “Depositor”), LONG BEACH MORTGAGE COMPANY, as master servicer (the “Master Servicer Exhibit Z-3 Form of Certification to be Provided to Depositor by Special Servicer Exhibit Z-4 Form of Certification to be Provided to Depositor by Servicer”) and DEUTSCHE BANK NATIONAL TRUST COMPANY, as Trustee Exhibit Z-5 Form of Certification to be Provided to Depositor by Operating Advisor Exhibit Z-6 Form of Certification to be Provided to Depositor by Custodian Exhibit Z-7 Form of Certification to be Provided to Depositor by Asset Representations Reviewer Exhibit AA Servicing Criteria to be Addressed in Assessment of Compliance Exhibit BB Additional Form 10-D Disclosure Exhibit CC Additional Form 10-K Disclosure Exhibit DD Form 8-K Disclosure Information Exhibit EE Additional Disclosure Notification Exhibit FF Initial Sub-Servicers Exhibit GG Servicing Function Participants Exhibit HH Form of Annual Compliance Statement Exhibit II Form of Report on Assessment of Compliance with Servicing Criteria Exhibit JJ CREFC® Payment Information Exhibit KK Form of Notice of Additional Indebtedness Notification Exhibit LL Additional Disclosure Notification (Accounts) Exhibit MM Form of Notice of Purchase of Controlling Class Certificate Exhibit NN Form of Asset Review Report by the Asset Representations Reviewer Exhibit OO Form of Asset Review Report Summary Exhibit PP Asset Review Procedures Exhibit QQ Form of Certification to Certificate Administrator Requesting Access to Secure Data Room Exhibit RR Form of Notice of [Additional Delinquent Mortgage Loan][Cessation of Delinquent Mortgage Loan][Cessation of Asset Review Trigger] Exhibit SS Form of Certificate Administrator Receipt of the HRR Certificates Exhibit TT Form of Certificate Administrator Receipt of the HRR Certificates Upon Transfer“Trustee”).

Exhibits. Exhibit A-1 Form of Class A-1 Certificate Certificates Exhibit A-2 Form of Class A-2 Certificate Certificates Exhibit A-3 A-3A Form of Class A-3 Certificate A-3A Certificates Exhibit A-4 A-3B Form of Class A-4 Certificate A-3B Certificates Exhibit A-5 A-3C Form of Class A-AB Certificate A-3C Certificates Exhibit A-6 B-1 Form of Class A-BP Certificate M-1 Certificates Exhibit A-7 B-2 Form of Class X-A Certificate M-2 Certificates Exhibit A-8 B-3 Form of Class X-BP Certificate M-3 Certificates Exhibit A-9 B-4 Form of Class X-B Certificate M-4 Certificates Exhibit A-10 B-5 Form of Class X-D Certificate M-5 Certificates Exhibit A-11 B-6 Form of Class A-S Certificate M-6 Certificates Exhibit A-12 B-7 Form of Class M-7 Certificates Exhibit B-8 Form of Class M-8 Certificates Exhibit B-9 Form of Class M-9 Certificates Exhibit B-10 Form of Class B Certificate Certificates Exhibit A-13 C-1 Form of Class C Certificate CE Certificates Exhibit A-14 C-2 Form of Class D Certificate P Certificates Exhibit A-15 Form of Class E-RR Certificate Exhibit A-16 Form of Class F-RR Certificate Exhibit A-17 Form of Class G-RR Certificate Exhibit A-18 Form of Class H-RR Certificate Exhibit A-19 C-3 Form of Class R Certificate Exhibit B C-4 Form of Class R-X Certificate Exhibit D Addresses for Requesting Mortgage Loan Schedule Exhibit C Form of Investment Representation Letter Exhibit D-1 Form of Transferee Affidavit Exhibit D-2 Form of Transferor Letter Exhibit D-3 Form of Transferee Certificate for Transfers of the HRR Certificates Exhibit D-4 Form of Transferor Certificate for Transfers of the HRR Certificates Exhibit D-5 Form of Request of Sponsor Consent for Release of the HRR Certificates Exhibit E Form of Request for Release of Documents Exhibit F-1 Form of ERISA Representation Letter regarding ERISA Restricted Certificates Trustee's Initial Certification Exhibit F-2 Form of ERISA Representation Letter regarding Class R Certificates Trustee's Final Certification Exhibit F-3 Form of Receipt of Mortgage Note Exhibit G Mortgage Loan Purchase Agreement Exhibit H Form of Distribution Date Statement Exhibit H Supplemental Servicer Schedule Lost Note Affidavit Exhibit I Form of Transfer Certificate for ERISA Representation Exhibit J-1 Form of Investment Letter (Non-Rule 144A) Exhibit J-2 Form of Rule 144A Book-Entry Certificate to Temporary Regulation S Book-Entry Certificate during Restricted Period Exhibit J Form of Transfer Certificate for Rule 144A Book-Entry Certificate to Regulation S Book-Entry Certificate after Restricted Period Investment Letter Exhibit K Form of Residual Certificate Transfer Certificate for Temporary Regulation S Book-Entry Certificate to Rule 144A Book-Entry Certificate during Restricted Period Affidavit Exhibit L Form of Transfer Transferor Certificate for Temporary Regulation S Book-Entry Certificate to Regulation S Book-Entry Certificate after Restricted Period Exhibit M Form of Transfer Certificate for Non-Book Entry Certificate to Temporary Regulation S Book-Entry Certificate Monthly Information Delivered by Servicer Exhibit N Form of Transfer Certificate for Non-Book Entry Certificate to Regulation S Book-Entry Certificate Interest Rate Swap Agreement Exhibit O Form of Transfer Certificate for NonSarbanes-Book Entry Certificate to Rule 144A Book-Entry Certificate Oxley Certification Exhibit P-1A Form of Investor Certification for Non-Borrower Party (for Persons other than the Directing Holder, the Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1B Form of Investor Certification for Non-Borrower Party (for the Directing Holder, Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1C Form of Investor Certification for Borrower Party (for Persons other than the Directing Holder, Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1D Form of Investor Certification for Borrower Party (for the Directing Holder, Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1E Form of Notice of Excluded Controlling Class Holder Exhibit P-1F Form of Notice of Excluded Controlling Class Holder to Certificate Administrator Exhibit P-1G P-1 Form of Certification of to xx Xxxxxxxx xx the Controlling Class Representative Trustee to Depositor Exhibit P-2 Form of Certification for NRSROs Exhibit P-3 Online Market Data Provider Certification Exhibit Q Custodian Certification/Exception Report Exhibit R-1 Form of Power of Attorney by Trustee for Master Servicer Exhibit R-2 Form of Power of Attorney by Trustee for Special Servicer Exhibit S Initial Companion Holders, Initial Class Majority Certificateholder Exhibit T Form of Notice Relating to the Non-Serviced Mortgage Loans Exhibit U Form of Notice and Certification Regarding Defeasance of Mortgage Loan Exhibit V Form of Operating Advisor Annual Report Exhibit W Form of Notice from Operating Advisor Recommending Replacement of the Special Servicer Exhibit X Form of Confidentiality Agreement Exhibit Y Form Certification to be Provided with Form 10-K Exhibit Z-1 Form of Certification to be Provided by the Servicer to Depositor by Certificate Administrator Exhibit Z-2 Form of Certification to be Provided to Depositor by Master Servicer Exhibit Z-3 Form of Certification to be Provided to Depositor by Special Servicer Exhibit Z-4 Form of Certification to be Provided to Depositor by Trustee Exhibit Z-5 Form of Certification to be Provided to Depositor by Operating Advisor Exhibit Z-6 Form of Certification to be Provided to Depositor by Custodian Exhibit Z-7 Form of Certification to be Provided to Depositor by Asset Representations Reviewer Exhibit AA Q Servicing Criteria to be Addressed in Assessment of Compliance Exhibit BB R-1 Additional Form 10-D Disclosure Information Exhibit CC R-2 Additional Form 10-K Disclosure Information Exhibit DD R-3 Form 8-K Disclosure Information Exhibit EE S Additional Disclosure Notification Exhibit FF Initial Sub-Servicers Exhibit GG ASSET BACKED FUNDING CORPORATION, as depositor (the "Depositor"), OPTION ONE MORTGAGE CORPORATION, as servicer (the "Servicer"), and WELLS FARGO BANK, N.A., as trustee (the "Trustee") are entering into xxxx Pooling and Servicing Function Participants Exhibit HH Form Agreement, dated as of Annual Compliance Statement Exhibit II Form of Report on Assessment of Compliance with Servicing Criteria Exhibit JJ CREFC® Payment Information Exhibit KK Form of Notice of Additional Indebtedness Notification Exhibit LL Additional Disclosure Notification October 1, 2006 (Accounts) Exhibit MM Form of Notice of Purchase of Controlling Class Certificate Exhibit NN Form of Asset Review Report by the Asset Representations Reviewer Exhibit OO Form of Asset Review Report Summary Exhibit PP Asset Review Procedures Exhibit QQ Form of Certification to Certificate Administrator Requesting Access to Secure Data Room Exhibit RR Form of Notice of [Additional Delinquent Mortgage Loan][Cessation of Delinquent Mortgage Loan][Cessation of Asset Review Trigger] Exhibit SS Form of Certificate Administrator Receipt of the HRR Certificates Exhibit TT Form of Certificate Administrator Receipt of the HRR Certificates Upon Transfer"Agreement").

Exhibits. The following exhibits attached hereto supplement the exhibits included in the Base Indenture. Exhibit A-1 A-1: Form of Restricted Global Class A-1 Certificate A Note Exhibit A-2 A-2: Form of Temporary Global Class A-2 Certificate A Note Exhibit A-3 A-3: Form of Permanent Global Class A-3 Certificate A Note Exhibit A-4 B-1: Form of Restricted Global Class A-4 Certificate B Note Exhibit A-5 B-2: Form of Temporary Global Class B Note Exhibit B-3: Form of Permanent Global Class B Note Exhibit C-1: Form of Restricted Global Class C Note Exhibit C-2: Form of Temporary Global Class C Note Exhibit C-3: Form of Permanent Global Class C Note Exhibit D-1: Form of Restricted Global Class D Note Exhibit D-2: Form of Temporary Global Class D Note Exhibit D-3: Form of Permanent Global Class D Note Exhibit E-1: Form of Restricted Global Class R Note Exhibit E-2: Form of Temporary Global Class R Note Exhibit E-3: Form of Permanent Global Class R Note Exhibit F: Form of Series 2018-1 Demand Note Exhibit G-1: Form of Class A-AB Certificate /B/C Letter of Credit Exhibit A-6 Form of Class A-BP Certificate Exhibit A-7 Form of Class X-A Certificate Exhibit A-8 Form of Class X-BP Certificate Exhibit A-9 Form of Class X-B Certificate Exhibit A-10 Form of Class X-D Certificate Exhibit A-11 Form of Class A-S Certificate Exhibit A-12 Form of Class B Certificate Exhibit A-13 Form of Class C Certificate Exhibit A-14 G-2: Form of Class D Certificate Letter of Credit Exhibit A-15 H: Form of Class E-RR Certificate Lease Payment Deficit Notice Exhibit A-16 I: Form of Demand Notice Exhibit J-1: Class F-RR Certificate Exhibit A-17 Form of Class G-RR Certificate Exhibit A-18 Form of Class H-RR Certificate Exhibit A-19 Form of Class R Certificate Exhibit B Mortgage Loan Schedule Exhibit A/B/C Form of Investment Representation Letter Supplemental Indenture No. 4 to the Base Indenture Exhibit D-1 J-2: Class D Form of Transferee Affidavit Supplemental Indenture No. 4 to the Base Indenture Exhibit D-2 K-1: Class A/B/C Form of Transferor Letter Amendment to the AESOP I Operating Lease Exhibit D-3 K-2: Class D Form of Transferee Certificate for Transfers of Amendment to the HRR Certificates AESOP I Operating Lease Exhibit D-4 L-1: Class A/B/C Form of Transferor Certificate for Transfers of Amendment to the HRR Certificates Finance Lease Exhibit D-5 L-2: Class D Form of Request of Sponsor Consent for Release of Amendment to the HRR Certificates Finance Lease Exhibit E M-1: Class A/B/C Form of Request for Release Amendment to the AESOP I Operating Lease Loan Agreement Exhibit F-1 M-2: Class D Form of ERISA Representation Letter regarding ERISA Restricted Certificates Amendment to the AESOP I Operating Lease Loan Agreement Exhibit F-2 N-1: Class A/B/C Form of ERISA Representation Letter regarding Amendment to the AESOP I Finance Lease Loan Agreement Exhibit N-2: Class R Certificates Exhibit G D Form of Distribution Date Statement Amendment to the AESOP I Finance Lease Loan Agreement Exhibit H Supplemental Servicer Schedule Exhibit I O: Form of Transfer Certificate for Rule 144A Book-Entry Certificate Amendment to Temporary Regulation S Book-Entry Certificate during Restricted Period the AESOP II Operating Lease Loan Agreement Exhibit J P: Form of Transfer Certificate for Rule 144A Book-Entry Certificate Amendment to Regulation S Book-Entry Certificate after Restricted Period the Master Exchange Agreement Exhibit K Q: Form of Transfer Certificate for Temporary Regulation S Book-Entry Certificate Amendment to Rule 144A Book-Entry Certificate during Restricted Period the Escrow Agreement Exhibit L R: Form of Transfer Certificate for Temporary Regulation S Book-Entry Certificate to Regulation S Book-Entry Certificate after Restricted Period Exhibit M Form of Transfer Certificate for Non-Book Entry Certificate to Temporary Regulation S Book-Entry Certificate Exhibit N Form of Transfer Certificate for Non-Book Entry Certificate to Regulation S Book-Entry Certificate Exhibit O Form of Transfer Certificate for Non-Book Entry Certificate to Rule 144A Book-Entry Certificate Exhibit P-1A Form of Investor Certification for Non-Borrower Party (for Persons other than the Directing Holder, the Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1B Form of Investor Certification for Non-Borrower Party (for the Directing Holder, Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1C Form of Investor Certification for Borrower Party (for Persons other than the Directing Holder, Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1D Form of Investor Certification for Borrower Party (for the Directing Holder, Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1E Form of Notice of Excluded Controlling Class Holder Exhibit P-1F Form of Notice of Excluded Controlling Class Holder to Certificate Administrator Exhibit P-1G Form of Certification of the Controlling Class Representative Exhibit P-2 Form of Certification for NRSROs Exhibit P-3 Online Market Data Provider Certification Exhibit Q Custodian Certification/Exception Report Exhibit R-1 Form of Power of Attorney by Trustee for Master Servicer Exhibit R-2 Form of Power of Attorney by Trustee for Special Servicer Exhibit S Initial Companion Holders, Initial Class Majority Certificateholder Exhibit T Form of Notice Relating Amendment to the Non-Serviced Mortgage Loans Exhibit U Form of Notice and Certification Regarding Defeasance of Mortgage Loan Exhibit V Form of Operating Advisor Annual Report Exhibit W Form of Notice from Operating Advisor Recommending Replacement of the Special Servicer Exhibit X Form of Confidentiality Agreement Exhibit Y Form Certification to be Provided with Form 10-K Exhibit Z-1 Form of Certification to be Provided to Depositor by Certificate Administrator Exhibit Z-2 Form of Certification to be Provided to Depositor by Master Servicer Exhibit Z-3 Form of Certification to be Provided to Depositor by Special Servicer Exhibit Z-4 Form of Certification to be Provided to Depositor by Trustee Exhibit Z-5 Form of Certification to be Provided to Depositor by Operating Advisor Exhibit Z-6 Form of Certification to be Provided to Depositor by Custodian Exhibit Z-7 Form of Certification to be Provided to Depositor by Asset Representations Reviewer Exhibit AA Servicing Criteria to be Addressed in Assessment of Compliance Exhibit BB Additional Form 10-D Disclosure Exhibit CC Additional Form 10-K Disclosure Exhibit DD Form 8-K Disclosure Information Exhibit EE Additional Disclosure Notification Exhibit FF Initial Sub-Servicers Exhibit GG Servicing Function Participants Exhibit HH Form of Annual Compliance Statement Exhibit II Form of Report on Assessment of Compliance with Servicing Criteria Exhibit JJ CREFC® Payment Information Exhibit KK Form of Notice of Additional Indebtedness Notification Exhibit LL Additional Disclosure Notification (Accounts) Exhibit MM Form of Notice of Purchase of Controlling Class Certificate Exhibit NN Form of Asset Review Report by the Asset Representations Reviewer Exhibit OO Form of Asset Review Report Summary Exhibit PP Asset Review Procedures Exhibit QQ Form of Certification to Certificate Administrator Requesting Access to Secure Data Room Exhibit RR Form of Notice of [Additional Delinquent Mortgage Loan][Cessation of Delinquent Mortgage Loan][Cessation of Asset Review Trigger] Exhibit SS Form of Certificate Administrator Receipt of the HRR Certificates Exhibit TT Form of Certificate Administrator Receipt of the HRR Certificates Upon TransferAdministration Agreement

Exhibits. Exhibit A-1 Form of Class A-1 Certificate [I][II]A-[1][2][3] Certificates Exhibit A-2 Form of Class A-2 Certificate II-X Certificates Exhibit A-3 Form of Class A-3 Certificate III-A-[1][2] Certificates Exhibit A-4 Form of Class A-4 Certificate C-B-[1][2][3][4][5] Certificates Exhibit A-5 Form of Class AIII-AB Certificate M-[1][2][3][4][5] Certificates Exhibit A-6 Form of Class A-BP Certificate P Certificates Exhibit A-7 Form of Class XIII-A Certificate P Certificates Exhibit A-8 Form of Class X-BP Certificate [III]-R Certificates Exhibit A-9 Form of Class XII-B Certificate Exhibit A-10 Form of Class X-D Certificate Exhibit A-11 Form of Class A-S Certificate Exhibit A-12 Form of Class B Certificate Exhibit A-13 Form of Class C Certificate Exhibit A-14 Form of Class D Certificate Exhibit A-15 Form of Class E-RR Certificate Exhibit A-16 Form of Class F-RR Certificate Exhibit A-17 Form of Class G-RR Certificate Exhibit A-18 Form of Class H-RR Certificate Exhibit A-19 Form of Class R Certificate X Certificates Exhibit B Mortgage Loan Schedule Exhibit C Form of Investment Representation Letter Mortgage Loan Purchase Agreement Exhibit D-1 D Form of Transferee Transfer Affidavit Exhibit D-2 Form of Transferor Letter Exhibit D-3 Form of Transferee Certificate for Transfers of the HRR Certificates Exhibit D-4 E Form of Transferor Certificate for Transfers of the HRR Certificates Exhibit D-5 F Form of Request of Sponsor Consent for Release of the HRR Certificates Exhibit E Form of Request for Release Exhibit F-1 Form of ERISA Representation Investment Letter regarding ERISA Restricted Certificates Exhibit F-2 Form of ERISA Representation Letter regarding Class R Certificates (Non-Rule 144A) Exhibit G Form of Distribution Date Statement Rule 144A Investment Letter Exhibit H Supplemental Servicer Form of Additional Disclosure Notification Exhibit I DTC Letter of Representations Exhibit J Schedule of Mortgage Loans with Lost Notes Exhibit K Prepayment Charge Schedule Exhibit I Form of Transfer Certificate for Rule 144A Book-Entry Certificate to Temporary Regulation S Book-Entry Certificate during Restricted Period Exhibit J Form of Transfer Certificate for Rule 144A Book-Entry Certificate to Regulation S Book-Entry Certificate after Restricted Period Exhibit K Form of Transfer Certificate for Temporary Regulation S Book-Entry Certificate to Rule 144A Book-Entry Certificate during Restricted Period Exhibit L Form of Transfer Certificate for Temporary Regulation S Book-Entry Certificate to Regulation S Book-Entry Certificate after Restricted Period Relevant Servicing Criteria Exhibit M Form of Transfer Certificate for NonBack-Book Entry Certificate to Temporary Regulation S Book-Entry Certificate Up Certification Exhibit N Reporting Responsibility Exhibit O Appendix E of the Standard & Poor's Glossary For File Format For LEVELS® Version 5.6 Revised Exhibit X-1 Form of Transfer Certificate for Non-Book Entry Certificate to Regulation S Book-Entry Certificate Schedule of Default Loan Data Exhibit O X-2 Form of Transfer Certificate for Non-Book Entry Certificate to Rule 144A Book-Entry Certificate Exhibit P-1A Form Schedule of Investor Certification for Non-Borrower Party Realized Losses/Gains POOLING AND SERVICING AGREEMENT, dated as of March 1, 2006, among NOMURA ASSET ACCEPTANCE CORPORATION, a Delaware corporation, as depositor (for Persons other than the Directing Holder“Depositor”), NOMURA CREDIT & CAPITAL, INC., a Delaware corporation, as seller (in such capacity, the Controlling Class Representative and/or “Sponsor”), WXXXX FARGO BANK, NATIONAL ASSOCIATION, a Controlling Class Certificateholdernational banking association, as master servicer (the “Master Servicer”) Exhibit P-1B Form of Investor Certification for Non-Borrower Party and securities administrator (for the Directing Holder“Securities Administrator”), Controlling Class Representative and/or GMAC MORTGAGE CORPORATION, a Controlling Class CertificateholderPennsylvania corporation, as servicer (the “Servicer”) Exhibit P-1C Form of Investor Certification for Borrower Party and HSBC BANK, USA, NATIONAL ASSOCIATION, a national banking association, not in its individual capacity, but solely as trustee (for Persons other than the Directing Holder, Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1D Form of Investor Certification for Borrower Party (for the Directing Holder, Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1E Form of Notice of Excluded Controlling Class Holder Exhibit P-1F Form of Notice of Excluded Controlling Class Holder to Certificate Administrator Exhibit P-1G Form of Certification of the Controlling Class Representative Exhibit P-2 Form of Certification for NRSROs Exhibit P-3 Online Market Data Provider Certification Exhibit Q Custodian Certification/Exception Report Exhibit R-1 Form of Power of Attorney by Trustee for Master Servicer Exhibit R-2 Form of Power of Attorney by Trustee for Special Servicer Exhibit S Initial Companion Holders, Initial Class Majority Certificateholder Exhibit T Form of Notice Relating to the Non-Serviced Mortgage Loans Exhibit U Form of Notice and Certification Regarding Defeasance of Mortgage Loan Exhibit V Form of Operating Advisor Annual Report Exhibit W Form of Notice from Operating Advisor Recommending Replacement of the Special Servicer Exhibit X Form of Confidentiality Agreement Exhibit Y Form Certification to be Provided with Form 10-K Exhibit Z-1 Form of Certification to be Provided to Depositor by Certificate Administrator Exhibit Z-2 Form of Certification to be Provided to Depositor by Master Servicer Exhibit Z-3 Form of Certification to be Provided to Depositor by Special Servicer Exhibit Z-4 Form of Certification to be Provided to Depositor by Trustee Exhibit Z-5 Form of Certification to be Provided to Depositor by Operating Advisor Exhibit Z-6 Form of Certification to be Provided to Depositor by Custodian Exhibit Z-7 Form of Certification to be Provided to Depositor by Asset Representations Reviewer Exhibit AA Servicing Criteria to be Addressed in Assessment of Compliance Exhibit BB Additional Form 10-D Disclosure Exhibit CC Additional Form 10-K Disclosure Exhibit DD Form 8-K Disclosure Information Exhibit EE Additional Disclosure Notification Exhibit FF Initial Sub-Servicers Exhibit GG Servicing Function Participants Exhibit HH Form of Annual Compliance Statement Exhibit II Form of Report on Assessment of Compliance with Servicing Criteria Exhibit JJ CREFC® Payment Information Exhibit KK Form of Notice of Additional Indebtedness Notification Exhibit LL Additional Disclosure Notification (Accounts) Exhibit MM Form of Notice of Purchase of Controlling Class Certificate Exhibit NN Form of Asset Review Report by the Asset Representations Reviewer Exhibit OO Form of Asset Review Report Summary Exhibit PP Asset Review Procedures Exhibit QQ Form of Certification to Certificate Administrator Requesting Access to Secure Data Room Exhibit RR Form of Notice of [Additional Delinquent Mortgage Loan][Cessation of Delinquent Mortgage Loan][Cessation of Asset Review Trigger] Exhibit SS Form of Certificate Administrator Receipt of the HRR Certificates Exhibit TT Form of Certificate Administrator Receipt of the HRR Certificates Upon Transfer“Trustee”).

Exhibits. 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 FORM OF IAI GLOBAL NOTE Exhibit A-4 Form of Class A-4 Certificate FORM OF DEFINITIVE NOTE Exhibit A-5 Form of Class A-AB Certificate B-1 FORM OF TRANSFEREE CERTIFICATE FOR TRANSFERS OF BENEFICIAL INTERESTS IN REGULATION S GLOBAL NOTES Exhibit A-6 Form of Class A-BP Certificate B-2 FORM OF TRANSFEREE CERTIFICATE FOR TRANSFERS OF DEFINITIVE NOTES TO QUALIFIED INSTITUTIONAL BUYERS Exhibit A-7 Form of Class X-A Certificate B-3 FORM OF TRANSFEREE CERTIFICATE FOR TRANSFERS OF DEFINITIVE NOTES TO INSTITUTIONAL ACCREDITED INVESTORS Exhibit A-8 Form of Class X-BP Certificate B-4 FORM OF TRANSFEROR CERTIFICATE FOR TRANSFERS OF DEFINITIVE NOTES TO QUALIFIED INSTITUTIONAL BUYERS Exhibit A-9 Form of Class X-B Certificate B-5 FORM OF TRANSFEROR CERTIFICATE FOR TRANSFERS OF DEFINITIVE NOTES TO INSTITUTIONAL ACCREDITED INVESTORS Exhibit A-10 Form of Class X-B-6 FORM OF TRANSFEREE CERTIFICATE FOR TRANSFERS OF TAX RESTRICTED NOTES Exhibit C-1 FORM OF INFORMATION REQUEST FROM NOTEHOLDER TO NOTE OWNER Exhibit C-2 FORM OF INFORMATION REQUEST FROM PROSPECTIVE INVESTOR Exhibit D Certificate FORM OF CONFIDENTIALITY LETTER FOR THE CONTROLLING CLASS REPRESENTATIVE Exhibit A-11 Form of Class A-S Certificate E FORM OF JOINDER AGREEMENT Exhibit A-12 Form of Class B Certificate Exhibit A-13 Form of Class C Certificate Exhibit A-14 Form of Class D Certificate Exhibit A-15 Form of Class E-RR Certificate Exhibit A-16 Form of Class F-RR Certificate Exhibit A-17 Form of Class G-RR Certificate Exhibit A-18 Form of Class H-RR Certificate Exhibit A-19 Form of Class R Certificate Exhibit B Mortgage Loan F FORM OF CONFIRMATION OF REGISTRATION OF UNCERTIFICATED NOTES ANNEXES AND SCHEDULES Annex I Original Asset Entities Schedule Exhibit C Form of Investment Representation Letter Exhibit D-1 Form of Transferee Affidavit Exhibit D-2 Form of Transferor Letter Exhibit D-3 Form of Transferee Certificate for Transfers 6.14 Insurance Schedule 6.15 Investments; Ownership of the HRR Certificates Exhibit D-4 Form Obligors THIS BASE INDENTURE, dated as of Transferor Certificate for Transfers May 4, 2023 (as amended, supplemented or otherwise modified and in effect from time to time, this “Base Indenture”), is entered into by and among (i) Ting Issuer LLC, a Delaware limited liability company (the “Issuer”), (ii) the direct and indirect subsidiaries of the HRR Certificates Exhibit D-5 Form of Request of Sponsor Consent for Release Issuer party hereto and listed on Annex I hereto (the “Original Asset Entities,” and together with any additional direct or indirect subsidiary of the HRR Certificates Exhibit E Form of Request for Release Exhibit F-1 Form of ERISA Representation Letter regarding ERISA Restricted Certificates Exhibit F-2 Form of ERISA Representation Letter regarding Class R Certificates Exhibit G Form of Distribution Date Statement Exhibit H Supplemental Servicer Schedule Exhibit I Form of Transfer Certificate for Rule 144A BookIssuer that is formed or acquired following the Series 2023-Entry Certificate to Temporary Regulation S Book-Entry Certificate during Restricted Period Exhibit J Form of Transfer Certificate for Rule 144A Book-Entry Certificate to Regulation S Book-Entry Certificate after Restricted Period Exhibit K Form of Transfer Certificate for Temporary Regulation S Book-Entry Certificate to Rule 144A Book-Entry Certificate during Restricted Period Exhibit L Form of Transfer Certificate for Temporary Regulation S Book-Entry Certificate to Regulation S Book-Entry Certificate after Restricted Period Exhibit M Form of Transfer Certificate for Non-Book Entry Certificate to Temporary Regulation S Book-Entry Certificate Exhibit N Form of Transfer Certificate for Non-Book Entry Certificate to Regulation S Book-Entry Certificate Exhibit O Form of Transfer Certificate for Non-Book Entry Certificate to Rule 144A Book-Entry Certificate Exhibit P-1A Form of Investor Certification for Non-Borrower Party (for Persons other than the Directing Holder1 Closing Date, the Controlling Class Representative and/or “Asset Entities”, and together with the Issuer, the “Obligors”) and (iii) Citibank, N.A., a Controlling Class Certificateholder) Exhibit P-1B Form of Investor Certification for Non-Borrower Party national banking association, as Indenture Trustee and not in its individual capacity and any successor thereto (for in such capacity, the Directing Holder, Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1C Form of Investor Certification for Borrower Party (for Persons other than the Directing Holder, Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1D Form of Investor Certification for Borrower Party (for the Directing Holder, Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1E Form of Notice of Excluded Controlling Class Holder Exhibit P-1F Form of Notice of Excluded Controlling Class Holder to Certificate Administrator Exhibit P-1G Form of Certification of the Controlling Class Representative Exhibit P-2 Form of Certification for NRSROs Exhibit P-3 Online Market Data Provider Certification Exhibit Q Custodian Certification/Exception Report Exhibit R-1 Form of Power of Attorney by Trustee for Master Servicer Exhibit R-2 Form of Power of Attorney by Trustee for Special Servicer Exhibit S Initial Companion Holders, Initial Class Majority Certificateholder Exhibit T Form of Notice Relating to the Non-Serviced Mortgage Loans Exhibit U Form of Notice and Certification Regarding Defeasance of Mortgage Loan Exhibit V Form of Operating Advisor Annual Report Exhibit W Form of Notice from Operating Advisor Recommending Replacement of the Special Servicer Exhibit X Form of Confidentiality Agreement Exhibit Y Form Certification to be Provided with Form 10-K Exhibit Z-1 Form of Certification to be Provided to Depositor by Certificate Administrator Exhibit Z-2 Form of Certification to be Provided to Depositor by Master Servicer Exhibit Z-3 Form of Certification to be Provided to Depositor by Special Servicer Exhibit Z-4 Form of Certification to be Provided to Depositor by Trustee Exhibit Z-5 Form of Certification to be Provided to Depositor by Operating Advisor Exhibit Z-6 Form of Certification to be Provided to Depositor by Custodian Exhibit Z-7 Form of Certification to be Provided to Depositor by Asset Representations Reviewer Exhibit AA Servicing Criteria to be Addressed in Assessment of Compliance Exhibit BB Additional Form 10-D Disclosure Exhibit CC Additional Form 10-K Disclosure Exhibit DD Form 8-K Disclosure Information Exhibit EE Additional Disclosure Notification Exhibit FF Initial Sub-Servicers Exhibit GG Servicing Function Participants Exhibit HH Form of Annual Compliance Statement Exhibit II Form of Report on Assessment of Compliance with Servicing Criteria Exhibit JJ CREFC® Payment Information Exhibit KK Form of Notice of Additional Indebtedness Notification Exhibit LL Additional Disclosure Notification (Accounts) Exhibit MM Form of Notice of Purchase of Controlling Class Certificate Exhibit NN Form of Asset Review Report by the Asset Representations Reviewer Exhibit OO Form of Asset Review Report Summary Exhibit PP Asset Review Procedures Exhibit QQ Form of Certification to Certificate Administrator Requesting Access to Secure Data Room Exhibit RR Form of Notice of [Additional Delinquent Mortgage Loan][Cessation of Delinquent Mortgage Loan][Cessation of Asset Review Trigger] Exhibit SS Form of Certificate Administrator Receipt of the HRR Certificates Exhibit TT Form of Certificate Administrator Receipt of the HRR Certificates Upon Transfer“Indenture Trustee”).

Exhibits. 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-AB A-5 Certificate Exhibit A-6 Form of Class A-BP M-1 Certificate Exhibit A-7 Form of Class X-A M-2 Certificate Exhibit A-8 Form of Class X-BP M-3 Certificate Exhibit A-9 Form of Class X-B M-4 Certificate Exhibit A-10 Form of Class X-D M-5 Certificate Exhibit A-11 Form of Class A-S M-6 Certificate Exhibit A-12 Form of Class B M-7 Certificate Exhibit A-13 Form of Class C M-8 Certificate Exhibit A-14 Form of Class D M-9 Certificate Exhibit A-15 Form of Class E-RR M-10 Certificate Exhibit A-16 Form of Class F-RR M-11 Certificate Exhibit A-17 Form of Class G-RR CE Certificate Exhibit A-18 Form of Class H-RR P Certificate Exhibit A-19 Form of Class R Certificate Exhibit A-20 Form of Class R-X Certificate Exhibit B [Reserved] Exhibit C-1 Form of Trustee’s Initial Certification Exhibit C-2 Form of Trustee’s Final Certification Exhibit C-3 Form of Trustee’s Receipt of Mortgage Notes Exhibit D Form of Mortgage Loan Schedule Exhibit C Form of Investment Representation Letter Exhibit D-1 Form of Transferee Affidavit Exhibit D-2 Form of Transferor Letter Exhibit D-3 Form of Transferee Certificate for Transfers of the HRR Certificates Exhibit D-4 Form of Transferor Certificate for Transfers of the HRR Certificates Exhibit D-5 Form of Request of Sponsor Consent for Release of the HRR Certificates Purchase Agreement Exhibit E Form of Request for Release Exhibit F-1 Form of ERISA Transferor Representation Letter regarding ERISA Restricted and Form of Transferee Representation Letter in Connection with Transfer of the Class CE Certificates, Class P Certificates or Residual Certificates Pursuant to Rule 144A Under the 1933 Act Exhibit F-2 Form of ERISA Representation Letter regarding Class R Transfer Affidavit and Agreement and Form of Transferor Affidavit in Connection with Transfer of Residual Certificates Exhibit G Form of Distribution Date Statement Certification with respect to ERISA and the Code Exhibit H Supplemental Servicer Schedule Form of Report Pursuant to Section 4.06 Exhibit I Form of Transfer Certificate for Rule 144A Book-Entry Certificate to Temporary Regulation S Book-Entry Certificate during Restricted Period Lost Note Affidavit Exhibit J Form of Transfer Certificate for Rule 144A Book-Entry Certificate to Regulation S Book-Entry Certificate after Restricted Period Exhibit K Form of Transfer Certificate for Temporary Regulation S Book-Entry Certificate to Rule 144A Book-Entry Certificate during Restricted Period Exhibit L Form of Transfer Certificate for Temporary Regulation S Book-Entry Certificate to Regulation S Book-Entry Certificate after Restricted Period Exhibit M Form of Transfer Certificate for Non-Book Entry Certificate to Temporary Regulation S Book-Entry Certificate Exhibit N Form of Transfer Certificate for Non-Book Entry Certificate to Regulation S Book-Entry Certificate Exhibit O Form of Transfer Certificate for Non-Book Entry Certificate to Rule 144A Book-Entry Certificate Exhibit P-1A Form of Investor Certification for Non-Borrower Party (for Persons other than the Directing Holder, the Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1B Form of Investor Certification for Non-Borrower Party (for the Directing Holder, Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1C Form of Investor Certification for Borrower Party (for Persons other than the Directing Holder, Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1D Form of Investor Certification for Borrower Party (for the Directing Holder, Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1E Form of Notice of Excluded Controlling Class Holder Exhibit P-1F Form of Notice of Excluded Controlling Class Holder to Certificate Administrator Exhibit P-1G J-1 Form of Certification of to Be Provided by the Controlling Class Representative Exhibit P-2 Form of Certification for NRSROs Exhibit P-3 Online Market Data Provider Certification Exhibit Q Custodian Certification/Exception Report Exhibit R-1 Form of Power of Attorney by Trustee for Master Servicer Exhibit R-2 Form of Power of Attorney by Trustee for Special Servicer Exhibit S Initial Companion Holders, Initial Class Majority Certificateholder Exhibit T Form of Notice Relating to the Non-Serviced Mortgage Loans Exhibit U Form of Notice and Certification Regarding Defeasance of Mortgage Loan Exhibit V Form of Operating Advisor Annual Report Exhibit W Form of Notice from Operating Advisor Recommending Replacement of the Special Servicer Exhibit X Form of Confidentiality Agreement Exhibit Y Form Certification to be Provided with Form 10-K Exhibit Z-1 J-2 Form of Certification to be Be Provided to Depositor by Certificate Administrator Exhibit Z-2 Form of Certification to be Provided to Depositor by Master Servicer Exhibit Z-3 Form of Certification to be Provided to Depositor by Special Servicer Exhibit Z-4 Form of Certification to be Provided to Depositor by the Trustee Exhibit Z-5 Form of Certification to be Provided to Depositor by Operating Advisor Exhibit Z-6 Form of Certification to be Provided to Depositor by Custodian Exhibit Z-7 Form of Certification to be Provided to Depositor by Asset Representations Reviewer Exhibit AA Servicing Criteria to be Addressed in Assessment of Compliance Exhibit BB Additional Form 10-D Disclosure Exhibit CC Additional with Form 10-K Disclosure Exhibit DD Form 8-K Disclosure Information [Reserved] Exhibit EE Additional Disclosure Notification Exhibit FF Initial Sub-Servicers Exhibit GG Servicing Function Participants Exhibit HH L Form of Annual Compliance Statement Exhibit II Form Cap Contracts Schedule 1 Mortgage Loan Schedule Schedule 2 Prepayment Charge Schedule Schedule 3 PMI Mortgage Loans This Pooling and Servicing Agreement, is dated and effective as of Report on Assessment of Compliance with Servicing Criteria Exhibit JJ CREFC® Payment Information Exhibit KK Form of Notice of Additional Indebtedness Notification Exhibit LL Additional Disclosure Notification (Accounts) Exhibit MM Form of Notice of Purchase of Controlling Class Certificate Exhibit NN Form of Asset Review Report by the Asset Representations Reviewer Exhibit OO Form of Asset Review Report Summary Exhibit PP Asset Review Procedures Exhibit QQ Form of Certification to Certificate Administrator Requesting Access to Secure Data Room Exhibit RR Form of Notice of [Additional Delinquent Mortgage Loan][Cessation of Delinquent Mortgage Loan][Cessation of Asset Review Trigger] Exhibit SS Form of Certificate Administrator Receipt of the HRR Certificates Exhibit TT Form of Certificate Administrator Receipt of the HRR Certificates Upon TransferMay 1, 2005, among MORTGAGE ASSET SECURITIZATION TRANSACTIONS, INC. as Depositor, OPTION ONE MORTGAGE CORPORATION as Master Servicer and XXXXX FARGO BANK, N.A. as Trustee.

Exhibits. The following exhibits attached hereto supplement the exhibits included in the Base Indenture. Exhibit A-1 A-1: Form of Restricted Global Class A-1 Certificate A Note Exhibit A-2 A-2: Form of Temporary Global Class A-2 Certificate A Note Exhibit A-3 A-3: Form of Permanent Global Class A-3 Certificate A Note Exhibit A-4 B-1: Form of Restricted Global Class A-4 Certificate B Note Exhibit A-5 B-2: Form of Temporary Global Class A-AB Certificate B Note Exhibit A-6 B-3: Form of Permanent Global Class A-BP Certificate B Note Exhibit A-7 C-1: Form of Restricted Global Class X-A Certificate C Note Exhibit A-8 C-2: Form of Temporary Global Class X-BP Certificate C Note Exhibit A-9 C-3: Form of Permanent Global Class X-B Certificate C Note Exhibit A-10 D-1: Form of Restricted Global Class X-D Certificate R Note Exhibit A-11 D-2: Form of Temporary Global Class A-S Certificate R Note Exhibit A-12 D-3: Form of Permanent Global Class B Certificate R Note Exhibit A-13 E: Form of Class C Certificate Series 2024-2 Demand Note Exhibit A-14 F: Form of Class D Certificate Letter of Credit Exhibit A-15 G: Form of Class E-RR Certificate Lease Payment Deficit Notice Exhibit A-16 H: Form of Class F-RR Certificate Demand Notice Exhibit A-17 I: Form of Class G-RR Certificate Supplemental Indenture No. 4 to the Base Indenture Exhibit A-18 J: Form of Class H-RR Certificate Amendment to the AESOP I Operating Lease Exhibit A-19 K: Form of Class R Certificate Amendment to the Finance Lease Exhibit B Mortgage Loan Schedule Exhibit C L: Form of Investment Representation Letter Amendment to the AESOP I Operating Lease Loan Agreement Exhibit D-1 M: Form of Transferee Affidavit Amendment to the AESOP I Finance Lease Loan Agreement Exhibit D-2 N: Form of Transferor Letter Amendment to the AESOP II Operating Lease Exhibit D-3 O: Form of Transferee Certificate for Transfers of Amendment to the HRR Certificates Master Exchange Agreement Exhibit D-4 P: Form of Transferor Certificate for Transfers of Amendment to the HRR Certificates Escrow Agreement Exhibit D-5 Q: Form of Request of Sponsor Consent for Release of Amendment to the HRR Certificates Administration Agreement Exhibit E R: Form of Request for Release Amendment to the AESOP II Operating Lease Loan Agreement Exhibit F-1 S: Form of ERISA Representation Letter regarding ERISA Restricted Certificates Amendment to the Original AESOP Nominee Agreement Exhibit F-2 T: Form of ERISA Representation Letter regarding Class R Certificates Amendment to the Disposition Agent Agreement Exhibit G U: Form of Distribution Date Statement Exhibit H Supplemental Servicer Schedule Exhibit I Form of Transfer Certificate for Rule 144A Book-Entry Certificate to Temporary Regulation S Book-Entry Certificate during Restricted Period Exhibit J Form of Transfer Certificate for Rule 144A Book-Entry Certificate to Regulation S Book-Entry Certificate after Restricted Period Exhibit K Form of Transfer Certificate for Temporary Regulation S Book-Entry Certificate to Rule 144A Book-Entry Certificate during Restricted Period Exhibit L Form of Transfer Certificate for Temporary Regulation S Book-Entry Certificate to Regulation S Book-Entry Certificate after Restricted Period Exhibit M Form of Transfer Certificate for Non-Book Entry Certificate to Temporary Regulation S Book-Entry Certificate Exhibit N Form of Transfer Certificate for Non-Book Entry Certificate to Regulation S Book-Entry Certificate Exhibit O Form of Transfer Certificate for Non-Book Entry Certificate to Rule 144A Book-Entry Certificate Exhibit P-1A Form of Investor Certification for Non-Borrower Party (for Persons other than the Directing Holder, the Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1B Form of Investor Certification for Non-Borrower Party (for the Directing Holder, Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1C Form of Investor Certification for Borrower Party (for Persons other than the Directing Holder, Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1D Form of Investor Certification for Borrower Party (for the Directing Holder, Controlling Class Representative and/or a Controlling Class Certificateholder) Exhibit P-1E Form of Notice of Excluded Controlling Class Holder Exhibit P-1F Form of Notice of Excluded Controlling Class Holder to Certificate Administrator Exhibit P-1G Form of Certification of the Controlling Class Representative Exhibit P-2 Form of Certification for NRSROs Exhibit P-3 Online Market Data Provider Certification Exhibit Q Custodian Certification/Exception Report Exhibit R-1 Form of Power of Attorney by Trustee for Master Servicer Exhibit R-2 Form of Power of Attorney by Trustee for Special Servicer Exhibit S Initial Companion Holders, Initial Class Majority Certificateholder Exhibit T Form of Notice Relating Amendment to the NonBack-Serviced Mortgage Loans Exhibit U Form of Notice and Certification Regarding Defeasance of Mortgage Loan Exhibit V Form of Operating Advisor Annual Report Exhibit W Form of Notice from Operating Advisor Recommending Replacement of the Special Servicer Exhibit X Form of Confidentiality Agreement Exhibit Y Form Certification to be Provided with Form 10-K Exhibit Z-1 Form of Certification to be Provided to Depositor by Certificate Administrator Exhibit Z-2 Form of Certification to be Provided to Depositor by Master Servicer Exhibit Z-3 Form of Certification to be Provided to Depositor by Special Servicer Exhibit Z-4 Form of Certification to be Provided to Depositor by Trustee Exhibit Z-5 Form of Certification to be Provided to Depositor by Operating Advisor Exhibit Z-6 Form of Certification to be Provided to Depositor by Custodian Exhibit Z-7 Form of Certification to be Provided to Depositor by Asset Representations Reviewer Exhibit AA Servicing Criteria to be Addressed in Assessment of Compliance Exhibit BB Additional Form 10-D Disclosure Exhibit CC Additional Form 10-K Disclosure Exhibit DD Form 8-K Disclosure Information Exhibit EE Additional Disclosure Notification Exhibit FF Initial Sub-Servicers Exhibit GG Servicing Function Participants Exhibit HH Form of Annual Compliance Statement Exhibit II Form of Report on Assessment of Compliance with Servicing Criteria Exhibit JJ CREFC® Payment Information Exhibit KK Form of Notice of Additional Indebtedness Notification Exhibit LL Additional Disclosure Notification (Accounts) Exhibit MM Form of Notice of Purchase of Controlling Class Certificate Exhibit NN Form of Asset Review Report by the Asset Representations Reviewer Exhibit OO Form of Asset Review Report Summary Exhibit PP Asset Review Procedures Exhibit QQ Form of Certification to Certificate Administrator Requesting Access to Secure Data Room Exhibit RR Form of Notice of [Additional Delinquent Mortgage Loan][Cessation of Delinquent Mortgage Loan][Cessation of Asset Review Trigger] Exhibit SS Form of Certificate Administrator Receipt of the HRR Certificates Exhibit TT Form of Certificate Administrator Receipt of the HRR Certificates Upon Transferup Administration Agreement