UBS-CITIGROUP COMMERCIAL MORTGAGE TRUST 2011-C1,
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2011-C1
AMENDMENT NUMBER 1 TO POOLING AND SERVICING AGREEMENT
AMENDMENT NUMBER 1 TO POOLING AND SERVICING AGREEMENT, dated as of
June 6, 2012 ("Amendment"), by and among Citigroup Commercial Mortgage
Securities Inc., as depositor (the "Depositor"), ▇▇▇▇▇ Fargo Bank,
National Association, as master servicer (the "Master Servicer"),
Midland Loan Services, a Division of PNC Bank, National Association,
as special servicer (the "Special Servicer"), Deutsche Bank Trust
Company Americas, as trustee (the "Trustee"), certificate administrator
("Certificate Administrator"), paying agent ("Paying Agent") and
custodian (the "Custodian"), and TriMont Real Estate Advisors, Inc.,
as operating advisor (the "Operating Advisor"), to the Pooling and
Servicing Agreement defined below.
RECITALS
WHEREAS, the Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Certificate Administrator, the Paying Agent, the Custodian
and the Operating Advisor are parties to a Pooling and Servicing
Agreement, dated as of December 1, 2011 (the "Pooling and Servicing
Agreement");
WHEREAS, pursuant to Section 11.08 of the Pooling and Servicing
Agreement, the Pooling and Servicing Agreement may be amended from time
to time by the Depositor, the Master Servicer, the Special Servicer,
the Certificate Administrator, the Operating Advisor and the Trustee
without the consent of any of the Certificateholders or the Pari Passu
Companion Loan Noteholders to amend or supplement a provision, or to
supplement any other provision to the extent not inconsistent with the
provisions of the Pooling and Servicing Agreement, or to effect any
other change, provided, that such amendment does not adversely affect
in any material respects the interests of any Certificateholder or Pari
Passu Companion Loan Noteholder not consenting thereto as evidenced by
an Opinion of Counsel;
WHEREAS, Section 11.08 of the Pooling and Servicing Agreement provides,
among other things, that no amendment shall be made to the Pooling and
Servicing Agreement unless the Trustee and the Certificate Administrator
have received an Opinion of Counsel to the effect that such amendment is
permitted and that all conditions precedent with respect thereto have
been satisfied and such amendment will not cause the Lower-Tier REMIC or
the Upper-Tier REMIC to fail to qualify as a REMIC at any time that any
Certificates are outstanding, or cause a tax to be imposed on the Trust
Fund or either such Trust REMIC; and
WHEREAS, UBS Real Estate Securities Inc. and the Operating Advisor
desire to amend the Pooling and Servicing Agreement to modify the
Operating Advisor Fee Rate as set forth in this Amendment and have
obtained the Opinion of Counsel required by Section 11.08 of the Pooling
and Servicing Agreement in connection with this Amendment.
NOW, THEREFORE, in consideration of the mutual covenants contained
herein, the Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Certificate Administrator, the Paying Agent, the Custodian
and the Operating Advisor agree as follows:
SECTION 1. Amendments.
Effective on and after the Distribution Date in June 2012 and as of the
first day of the Interest Accrual Period for such Distribution Date, the
definition of "Operating Advisor Fee Rate" in Section 1.01 of the
Pooling and Servicing Agreement is hereby deleted in its entirety and
replaced with the following:
""Operating Advisor Fee Rate": With respect to each Interest Accrual
Period, (A) a rate equal to 0.00280% per annum for each Mortgage Loan
(including the Trinity Centre Mortgage Loan, the Poughkeepsie Galleria
Mortgage Loan and the ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Mortgage Loan), and (B) a rate
equal to 0.00275% for each Pari Passu Companion Loan."
SECTION 2. Conditions Precedent. This Amendment shall become effective
on the date this Amendment has been executed and delivered by a duly
authorized officer of the Depositor, the Master Servicer, the Special
Servicer, the Trustee, the Certificate Administrator, the Paying Agent, the
Custodian and the Operating Advisor and all conditions precedent to this
Amendment under the Pooling and Servicing Agreement have been satisfied.
SECTION 3. Limited Effect. Except as expressly amended and modified by
this Amendment, the Pooling and Servicing Agreement shall continue to be,
and shall remain, in full force and effect in accordance with its terms.
SECTION 4. Defined Terms. Unless otherwise defined in this Amendment,
capitalized terms used herein shall have the respective meanings ascribed to
such terms in the Pooling and Servicing Agreement.
SECTION 5. Counterparts. This Amendment may be executed simultaneously in
any number of counterparts, each of which counterparts shall be deemed to be
an original, and such counterparts shall constitute but one and the same
instrument. Delivery of an executed counterpart of a signature page of this
Amendment in Portable Document Format (PDF) or by facsimile transmission
shall be as effective as delivery of a manually executed original counterpart
of this Amendment.
SECTION 6. Governing Law. THIS AMENDMENT AND ANY CLAIM, CONTROVERSY OR
DISPUTE ARISING UNDER OR RELATED TO THIS AMENDMENT, THE RELATIONSHIP OF THE
PARTIES TO THIS AMENDMENT, AND/OR THE INTERPRETATION AND ENFORCEMENT OF THE
RIGHTS AND DUTIES OF THE PARTIES TO THIS AMENDMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS AND DECISIONS OF THE STATE OF
NEW YORK, WITHOUT REGARD TO THE CHOICE OF LAW RULES THEREOF. THE PARTIES
HERETO INTEND THAT THE PROVISIONS OF SECTION 5-1401 OF THE NEW YORK GENERAL
OBLIGATIONS LAW SHALL APPLY TO THIS AMENDMENT.
IN WITNESS WHEREOF, the parties hereto have caused their names to be
signed hereto by their respective officers thereunto duly authorized all as
of the day and year first above written.
CITIGROUP COMMERCIAL MORTGAGE
SECURITIES INC., as Depositor
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
___________________________
Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
Title: Vice President
▇▇▇▇▇ FARGO BANK, NATIONAL
ASSOCIATION, as Master Servicer
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
___________________________
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Director
MIDLAND LOAN SERVICES, A DIVISION
OF PNC BANK, NATIONAL ASSOCIATION,
as Special Servicer
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
___________________________
Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Senior Vice President
DEUTSCHE BANK TRUST COMPANY
AMERICAS, as Trustee, Certificate
Administrator, Paying Agent and
Custodian
By: /s/ ▇▇▇ ▇▇▇▇▇
___________________________
Name: ▇▇▇ ▇▇▇▇▇
Title: Associate
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
___________________________
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Vice President
TRIMONT REAL ESTATE ADVISORS, INC.,
as Operating Advisor
By: /s/ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
___________________________
Name: ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
Title: Managing Director