FIRSTAMENDMENT 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.