FIRST AMENDMENT TO POOLING AND SERVICING AGREEMENT
EXECUTION
COPY
FIRST
AMENDMENT TO POOLING AND SERVICING AGREEMENT
This
FIRST AMENDMENT dated as of October 26, 2007 (this “Amendment”), to that
certain Pooling and Servicing Agreement, dated as of February 1, 2007 (the
“Agreement”),
by and among BANC OF AMERICA COMMERCIAL MORTGAGE INC. as depositor (the “Depositor”), BANK OF
AMERICA, N.A., as master servicer, CWCAPITAL ASSET MANAGEMENT LLC, as special
servicer, and LASALLE BANK NATIONAL ASSOCIATION (“LaSalle”), as trustee
and REMIC administrator (the “Trustee”), with
respect to Banc of America Commercial Mortgage Inc., Commercial Mortgage
Pass-Through Certificates, Series 2007-1, is executed by and among the parties
to the Agreement.
WHEREAS,
LNR Partners, Inc. resigned as special servicer and was replaced by CWCapital
Asset Management LLC under the Agreement on September 17, 2007;
WHEREAS,
Section 8.11 of the Agreement authorizes the Trustee to appoint a Custodian to
provide custodial services on behalf of the Trustee;
WHEREAS,
the Trustee has appointed LaSalle to serve as Custodian under the
Agreement;
WHEREAS,
Section 8.11 of the Agreement currently prohibits the Depositor, any Mortgage
Loan Seller or any Affiliate of any of them from serving as
Custodian;
WHEREAS,
Bank of America Corporation acquired ABN AMRO North America Holding Company, the
indirect parent of LaSalle, on October 1, 2007 making LaSalle an Affiliate of
both the Depositor and Bank of America, N.A. in its capacity as a Mortgage Loan
Seller;
WHEREAS,
the parties desire that LaSalle have the opportunity to continue to serve as
Custodian under the Agreement; and
WHEREAS,
Section 12.01(a)(vii) of the Agreement authorizes amendment of the Agreement by
the parties thereto for any purpose not otherwise enumerated in Section
12.01(a), subject to the conditions set forth therein.
NOW,
THEREFORE, the parties hereto agree as follows:
SECTION
1. Effectiveness. This Amendment will be effective as of
December 28, 2007 (the “Effective Date”), by which date the conditions
precedent set forth in Section 12.01 of the Agreement
shall have been satisfied.
SECTION
2. Definitions. All
capitalized terms used herein without definition shall have the respective
meanings assigned thereto in the Agreement.
SECTION
3. Amendments. As
of the Effective Date, the Agreement shall be amended as follows:
(a) The
definition of “Custodian” in the Agreement is hereby deleted in its entirety and
replaced with the following:
“Custodian”:
A Person who is at any time appointed by the Trustee pursuant to Section 8.11 as a
document custodian for the Mortgage Files, which Person shall not be (i) the
Depositor or an Affiliate thereof or (ii) a Mortgage Loan Seller or an Affiliate
thereof, unless in either case the Custodian is unaffiliated with the
Trustee.
(b) The
second sentence of Section 8.11 of the Agreement is hereby amended to delete
“the Depositor, any Mortgage Loan Seller or any Affiliate of any of them” and
such language is replaced with “(i) the Depositor or an Affiliate thereof or
(ii) any Mortgage Loan Seller or an Affiliate thereof, unless in either case the
Custodian is unaffiliated with the Trustee”.
SECTION
4. Reference to and Effect in
the Agreement. As of the Effective Date, all references in the
Agreement to itself shall be deemed to refer to the Agreement as amended and
supplemented by this Amendment. Except as otherwise specified in this
Amendment, the Agreement shall remain in all respects unchanged and in full
force and effect.
SECTION
5. Execution in
Counterparts. This Amendment may be executed by the parties
hereto in separate counterparts, each of which when so executed and delivered
shall constitute an original, but all such counterparts shall together
constitute but one and the same instrument.
SECTION
6. Governing
Law. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE
INTERNAL LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE
PERFORMED IN SAID STATE, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES
HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.
[SIGNATURES
FOLLOW]
2
IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by
their respective duly authorized officers, as of the date first above
written.
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BANC
OF AMERICA COMMERCIAL MORTGAGE INC.
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Depositor
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By:
/s/ ▇▇▇▇ ▇▇▇▇▇▇
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Name:
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| Title: |
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BANK
OF AMERICA, N.A.
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Master
Servicer
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By:
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name:
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| Title: |
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CWCAPITAL
ASSET MANAGEMENT LLC
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Special
Servicer
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By:
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Name:
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| Title: |
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LASALLE
BANK NATIONAL ASSOCIATION
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Trustee
and REMIC Administrator
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By:
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Name:
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| Title: |
IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by
their respective duly authorized officers, as of the date first above
written.
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BANC
OF AMERICA COMMERCIAL MORTGAGE INC.
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Depositor
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By:
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Name:
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| Title: |
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BANK
OF AMERICA, N.A.
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Master
Servicer
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By:
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Name:
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| Title: |
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CWCAPITAL
ASSET MANAGEMENT LLC
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Special
Servicer
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By:
/s/ ▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇▇▇
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Name:
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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| Title: Managing Director |
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LASALLE
BANK NATIONAL ASSOCIATION
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Trustee
and REMIC Administrator
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By:
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Name:
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| Title: |
IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by
their respective duly authorized officers, as of the date first above
written.
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BANC
OF AMERICA COMMERCIAL MORTGAGE INC.
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Depositor
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By:
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Name:
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| Title: |
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BANK
OF AMERICA, N.A.
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Master
Servicer
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By:
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Name:
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| Title: |
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CWCAPITAL
ASSET MANAGEMENT LLC
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Special
Servicer
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By:
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Name:
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| Title: |
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LASALLE
BANK NATIONAL ASSOCIATION
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Trustee
and REMIC Administrator
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By:
/s/ ▇▇▇▇▇▇▇ ▇.
▇▇▇▇▇
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Name:
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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| Title: Senior Vice President |