EXHIBIT 4.2
XXXXXX XXXXXXX CAPITAL I INC.,
Depositor,
CAPMARK FINANCE INC.,
as General Master Servicer,
PRUDENTIAL ASSET RESOURCES, INC.
as Prudential Master Servicer,
CENTERLINE SERVICING INC., formerly known as ARCAP SERVICING INC.,
as Special Servicer,
XXXXX FARGO BANK, N.A.,
as Trustee,
and
LASALLE BANK NATIONAL ASSOCIATION,
as Paying Agent and Certificate Registrar.
_______________________________
FIRST AMENDMENT
Dated as of July 19, 2007
TO
POOLING AND SERVICING AGREEMENT
Dated as of December 1, 2006
________________________________
Commercial Mortgage Pass-Through Certificates, Series 2006-IQ12
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FIRST AMENDMENT
FIRST AMENDMENT dated as of July 19, 2007 ("First Amendment") by and
among XXXXXX XXXXXXX CAPITAL I INC., as depositor (the "Depositor"), CAPMARK
FINANCE INC., formerly known as GMAC COMMERCIAL MORTGAGE CORPORATION, as a
master servicer (the "General Master Servicer"), PRUDENTIAL ASSET RESOURCES,
INC., as a master servicer (the "Prudential Master Servicer"), CENTERLINE
SERVICING INC., formerly known as ARCAP SERVICING INC., as the special servicer
(the "Special Servicer"), XXXXX FARGO BANK, N.A., as trustee of the Trust (the
"Trustee"), and LASALLE BANK NATIONAL ASSOCIATION, as paying agent and as
certificate registrar ("Paying Agent"), to the Pooling and Servicing Agreement
dated as of December 1, 2006 (the "Pooling and Servicing Agreement" or the
"Agreement"), by and among the Depositor, the General Master Servicer, the
Prudential Master Servicer, the Special Servicer, the Trustee and the Paying
Agent.
Capitalized terms used and not otherwise defined herein shall have
the meanings set forth for such terms in the Pooling and Servicing Agreement.
RECITALS
WHEREAS, the Depositor, the General Master Servicer, the Prudential
Master Servicer, the Special Servicer, the Trustee and the Paying Agent desire
to amend the Pooling and Servicing Agreement;
WHEREAS, Section 15.3 of the Pooling and Servicing Agreement permits
the Agreement to be amended by the Depositor, the General Master Servicer, the
Prudential Master Servicer, the Special Servicer, the Trustee and the Paying
Agent to make any amendment which does not adversely affect in any material
respect the interests of any Certificateholder (unless such Certificateholder
consents); and
NOW THEREFORE, in consideration of the mutual covenants contained
herein, the Depositor, the General Master Servicer, the Prudential Master
Servicer, the Special Servicer, the Trustee and the Paying Agent, hereby agree
that the Pooling and Servicing Agreement shall be amended as follows:
AMENDMENT SECTION 1.
The definition of "Natick Mall Directing Holder" set forth in
Section 1.1 is hereby deleted in its entirety and replaced by the following:
"Natick Mall Directing Holder" means the holder of the Natick Mall C
Note; unless at the time of determination, each of the following conditions are
satisfied:
(i) (a)(1) the initial unpaid principal balance of the Natick Mall C
Note as of the relevant date of determination minus (2) the sum of (x) any
scheduled payments or prepayments of principal allocated to, and received
on, the Natick Mall C Note, (y) any Appraisal Reduction in effect as of
such date of determination that has been allocated to the Natick Mall C
Note and (z) any realized losses allocated to the Natick Mall C Note
pursuant to the Natick Mall Co-Lender Agreement and/or this Agreement is
less than (b) 25% of (1) the initial unpaid principal balance of the
Natick Mall C Note less, (2) any scheduled payments or prepayments of
principal allocated to, and received on, the Natick Mall C Note; and
(ii) the Natick Mall B Note has not been paid in full,
then, the holder of the Natick Mall B Note shall be the Natick Mall
Directing Holder; unless at the time of determination, each of the
following conditions are satisfied:
(i) (a)(1) the initial unpaid principal balance of the Natick Mall B
Note as of the relevant date of determination minus (2) the sum of (x) any
scheduled payments or prepayments of principal allocated to, and received
on, the Natick Mall B Note, (y) any Appraisal Reduction in effect as of
such date of determination that has been allocated to the Natick Mall B
Note and (z) any realized losses allocated to the Natick Mall B Note
pursuant to the Natick Mall Co-Lender Agreement and/or this Agreement is
less than (b) 25% of (1) the initial unpaid principal balance of the
Natick Mall B Note less, (2) any scheduled payments or prepayments of
principal allocated to, and received on, the Natick Mall B Note; and
(ii) the Natick Mall Mortgage Loan has not been paid in full,
then, the Operating Adviser shall be the Natick Mall Directing Holder.
AMENDMENT SECTION 2.
A. Limited Effect. Except as expressly amended and modified by this
First Amendment, the Pooling and Servicing Agreement shall continue to be, and
shall remain, in full force and effect in accordance with its terms.
B. Counterparts. This First Amendment may be executed by one or more
of the parties hereto on any number of separate counterparts, each of which
shall be an original and all of which taken together shall constitute one and
the same instrument.
C. Governing Law. This First Amendment shall be governed by, and
construed in accordance with, the law of the State of New York.
(SIGNATURES COMMENCE ON THE FOLLOWING PAGE)
IN WITNESS WHEREOF, the Depositor, the General Master Servicer, the
Prudential Master Servicer, the Special Servicer, the Trustee and the Paying
Agent have caused their names to be signed hereto by their respective officers
there unto duly authorized, all as of the day and year first above written.
XXXXXX XXXXXXX CAPITAL I INC.,
as Depositor
By: //s// Xxxxxx X. Xxxxxxx
Name: Xxxxxx X. Xxxxxxx
Title: Vice President
CAPMARK FINANCE INC.,
as General Master Servicer
By: //s// Xxxxxxx X. Xxxxxxx
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
PRUDENTIAL ASSET RESOURCES, INC.
as Prudential Master Servicer
By: //s// Xxxxx X. Xxxxxxxx
Name: Xxxxx X. Xxxxxxxx
Title: Vice President
CENTERLINE SERVICING INC., formerly
known as ARCAP SERVICING INC.,
as Special Servicer
By: //s// Xxxx Xxxxx
Name: Xxxx Xxxxx
Title: Senior Managing Director
XXXXX FARGO BANK, N.A.,
as Trustee
By: //s// Xxx Xxxxxxxxx
Name: Xxx Xxxxxxxxx
Title: Vice President
LASALLE BANK NATIONAL
ASSOCIATION,
as Paying Agent and Certificate
Registrar
By: //s// Xxxxxxx Xxxxxxxxx
Name: Xxxxxxx Xxxxxxxxx
Title: Assistant Vice President