AMENDMENT NO. 1 TO POOLING AND SERVICING AGREEMENT
THIS AMENDMENT NO. 1 TO THE POOLING AND SERVICING AGREEMENT ("Amendment
No. 1"), dated as of March 30, 2000 is hereby executed by and among BEAR XXXXXXX
COMMERCIAL MORTGAGE SECURITIES INC. (the "Depositor"), XXXXX FARGO BANK,
NATIONAL ASSOCIATION (the "Servicer"), GMAC COMMERICAL MORTGAGE CORPORATION (the
"Special Servicer"), NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION (the "Paying
Agent"), LASALLE BANK NATIONAL ASSOCIATION (the "Trustee") and ABN AMRO BANK,
N.V. (the "Fiscal Agent").
WHEREAS, the Depositor, the Servicer, the Special Servicer, the Paying
Agent, the Trustee and the Fiscal Agent are parties to a Pooling and Servicing
Agreement (the "Pooling Agreement") dated as of February 1, 2000 pursuant to
which the Depositor issued its Commercial Mortgage Pass-Through Certificates,
Series 2000-WF1 (the "Certificates");
WHEREAS, the parties desire to amend the Pooling Agreement on the terms
and conditions hereinafter set forth;
W I T N E S S E T H T H A T:
In consideration of the mutual agreements herein contained, the
Depositor, the Servicer, the Special Servicer, the Paying Agent, the Trustee and
the Fiscal Agent agree as follows:
SECTION 1. Amendments.
(a) The definition of "REMIC I Net Mortgage Rate" set forth in
Section 1.1 shall be amended and restated, to read in its entirety as follows:
"REMIC I NET MORTGAGE RATE" means, as to any REMIC I Regular
Interest, a per annum rate equal to the product of the following:
(A) twelve; and
(B) the Adjusted Monthly Net Rate for the related Mortgage
Loan.
For purposes of this definition the "Adjusted Monthly Net
Rate" for a Mortgage Loan is:
(i) for Distribution Dates occurring in any months
other than January, February or March, (1) for all Mortgage Loans other
than Interest Reserve Loans, one twelfth of the Unadjusted Net Rate and
(2) for Interest Reserve Loans, the Unadjusted Net Rate multiplied by a
fraction whose numerator is the actual number of days in the related
Interest Accrual Period and whose denominator is 360;
(ii) for Distribution Dates occurring in the months
of February or March, one twelfth of the Unadjusted Net Rate; and
(iii) for Distribution Dates occurring in the month
of January (1) if the following February is a month of 28 days, one
twelfth of the Unadjusted Net Rate and (2) if the following February is
a month of 29 days, for all Mortgage Loans other than Interest Reserve
Loans, one twelfth of the Unadjusted Net Rate and for all Interest
Reserve Loans, the Unadjusted Net Rate multiplied by 31/360.
For purposes of this definition, the "Unadjusted Net Rate" for a
Mortgage Loan is the Mortgage Rate (exclusive of any increase in the Mortgage
Rate of an ARD Loan resulting from its failure to repay on its Anticipated
Repayment Date) for such Mortgage Loan as of the Cut-Off Date (and, other than
for purposes of calculating the Class X Strip Rate and the Class X Interest
Amount, without regard to any modification, waiver or amendment of the terms
thereof following the Cut-Off Date) minus the Administrative Cost Rate.
(b) The definition of "Class X Interest Amount" set forth in
Section 1.1 shall be amended by deleting the text contained therein reading
"Interest Reserve Loans" and substituting therefor "Mortgage Loans."
(c) The definition of "Class X-1 Interest Amount" set forth in
Section 1.1 shall be amended and restated, to read in its entirety as follows:
"CLASS X-1 INTEREST AMOUNT" means, for each Distribution Date
occurring in March of any year other than 2000, the excess of (i) the Interest
Reserve Amounts deposited to the Interest Reserve Sub-account on the
Distribution Date in the preceding January (if applicable) and February over
(ii) an amount equal to two day's interest (or one day's interest, if the
preceding February was a month of 29 days) on the Scheduled Principal Balance of
the Interest Reserve Loans as of the Due Date in March (before giving effect to
collections of principal applied and Realized Losses incurred with respect to
such Mortgage Loan).
(d) Section 5.1(d) is hereby amended by adding immediately
after the text contained therein reading "in the month in which such
Distribution Date occurs" the following parenthetical:
(before giving effect to collections of principal applied and Realized
Losses incurred with respect to such Mortgage Loan)
SECTION 2. Other Provisions. Capitalized terms used herein but not
defined shall have the meanings given to such terms in the Pooling Agreement. As
amended hereby, the Pooling Agreement is in all respects ratified and confirmed
and the Pooling Agreement, as so amended by this Amendment No. 1, shall be read,
taken and construed as one and the same instrument.
SECTION 3. GOVERNING LAW. THIS AMENDMENT NO. 1 SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS
CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE
PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.
SECTION 4. Counterparts. This Amendment No. 1 may be executed in two or
more counterparts, and by different parties on separate counterparts, each of
which shall be an original, but all of which shall constitute one and the same
instrument.
IN WITNESS WHEREOF, the Depositor, the Servicer, the Special Servicer,
the Paying Agent, the Trustee and the Fiscal Agent have caused their names to be
signed hereto by their respective officers thereunto duly authorized all as of
date first indicated above.
BEAR XXXXXXX COMMERCIAL MORTGAGE
SECURITIES INC., as Depositor
By: /s/ Xxxxxxx X. Xxxxxxxxxx
--------------------------------
Name: Xxxxxxx X. Xxxxxxxxxx
Title: Vice-President
XXXXX FARGO BANK, NATIONAL
ASSOCIATION, as Servicer
By: /s/ Xxxx X. Xxxxx
--------------------------------
Name: Xxxx X. Xxxxx
Title: Authorized Signatory
GMAC COMMERICAL MORTGAGE
CORPORATION, as Special Servicer
By: /s/ Xxxxx Bieber
--------------------------------
Name: Xxxxx Bieber
Title: Senior Vice President
LASALLE BANK NATIONAL ASSOCIATION, as
Trustee
By: /s/ Xxxxxxx X. Xxxx
--------------------------------
Name: Xxxxxxx X. Xxxx
Title: Vice President
ABN AMRO BANK N.V., as Fiscal Agent
By: /s/ Xxxxxxx X. Xxxx
--------------------------------
Name: Xxxxxxx X. Xxxx
Title: Vice President
By: /s/ Xxxxxxx Xxxx
--------------------------------
Name: Xxxxxxx Xxxx
Title: First Vice President
NORWEST BANK MINNESOTA, NATIONAL
ASSOCIATION, as Paying Agent
By: /s/ Xxxx X. Xxxx
--------------------------------
Name: Xxxx X. Xxxx
Title: Vice President
