EXHIBIT F
FORM OF CUSTODIAL AGREEMENT
THIS CUSTODIAL AGREEMENT, dated as of [ ] by and among [NAME OF CUSTODIAN],
as Custodian (the "Custodian"), AMRESCO Management, Inc., as Servicer and
special servicer (the "Servicer"), and LaSalle National Bank, as Trustee (the
"Trustee").
W I T N E S S E T H :
WHEREAS, the Servicer and the Trustee are parties to a Pooling and
Servicing Agreement (the "Pooling and Servicing Agreement"), dated as of
December 17, 1996, among Asset Securitization Corporation, as Depositor, the
Servicer, the Trustee and ABN AMRO Bank N.V., as Fiscal Agent, relating to Asset
Securitazation Corporation, Commmercial Mortgage Pass-Through Certificates,
Series 1996 - MD VI (capitalized terms used but not defined herein having the
meaning assigned thereto in the Pooling and Servicing Agreement);
WHEREAS, the parties hereto desire the Custodian to take possession of the
documents specified in Section 2.01 of the Pooling and Servicing Agreement, as
custodian for the Trustee, in accordance with the terms hereof;
NOW, THEREFORE, in consideration of the mutual undertakings herein
expressed, the parties hereto hereby agree as follows:
1. The Trustee hereby certifies that it has caused to be delivered and
released to the Custodian and the Custodian hereby acknowledges receipt of the
documents specified in Section 2.01 of the Pooling and Servicing Agreement
pertaining to each of the Mortgage Loans identified in the Mortgage Loan
Schedule attached to the Pooling and Servicing Agreement as Exhibit B. From time
to time, the Servicer shall forward to the Custodian additional original
documents evidencing an assumption or modification of a Mortgage Loan approved
by the Servicer. All Mortgage Loan documents held by the Custodian as to each
Mortgage Loan are referred to herein as the "Custodian's Mortgage File." The
Custodian hereby agrees to review each of the Custodian's Mortgage Files and
perform such other obligations of the Custodian as such obligations are set
forth in the Pooling and Servicing Agreement (including Section 2.02 thereof).
2. With respect to each Note, each Mortgage, each Assignment of Mortgage
and each other document constituting each Custodian's Mortgage File which is
delivered to the Custodian or which at any time comes into the possession of the
Custodian, the Custodian is exclusively the custodian for and the bailee of the
Trustee or the Servicer. The Custodian shall hold all documents constituting
each Custodian's Mortgage File received by it for the exclusive use and benefit
of the Trustee, and shall make disposition thereof only in accordance with the
instructions furnished by the Servicer. The Custodian shall segregate and
maintain continuous custody of all documents constituting the Custodian's
Mortgage File received in secure and fire resistant facilities located in the
State of ---------- in accordance with customary standards for such custody. In
the event the Custodian discovers any defect with respect to any Custodian's
Mortgage File, the Custodian shall give written specification of such defect to
the Servicer and the Trustee.
3. From time to time and as appropriate for the foreclosure or servicing of
any of the Mortgage Loans, the Custodian is hereby directed, upon written
request and receipt from the Servicer (a copy of which shall be forwarded to the
Trustee), to release to the Servicer the related Custodian's Mortgage File or
the documents set forth in such receipt to the Servicer. All documents so
released to the Servicer shall be held by it in trust for the benefit of the
Trustee. The Servicer shall return to the Custodian the Custodian's Mortgage
File or such documents when the Servicer's need therefor in connection with such
foreclosure or servicing no longer exists, unless the Mortgage Loan shall be
liquidated, in which case, upon receipt of a certification to this effect from
the Servicer to the Custodian, the Servicer's receipt shall be released by the
Custodian to the Servicer.
4. Upon the purchase of any Mortgage Loan pursuant to the terms of the
Pooling and Servicing Agreement or the payment in full of any Mortgage Loan, and
upon receipt by the Custodian of the Servicer's request for release, receipt and
certification (which certification shall include a statement to the effect that
all amounts received in connection with such payment or repurchase have been
credit to the Collection Account or Distribution Account as provided in the
Pooling and Servicing Agreement), the Custodian shall promptly release the
related Custodian's Mortgage File to the Servicer.
5. It is understood that the Custodian will charge such fees for its
services under this Agreement as are set forth in a separate agreement between
the Custodian and the Servicer, the payment of which, together with the
Custodian's expenses in connection therewith, shall be solely the obligation of
the Servicer.
6. The Trustee may upon 30 days written days notice (with copy to the
Servicer) remove and discharge the Custodian or any successor Custodian
thereafter appointed from the performance of its duties under this Custodial
Agreement. Simultaneously, the Trustee shall appoint a successor Custodian to
act on its behalf by written instrument, one original counterpart of which
instrument shall be delivered to each Rating Agency, one copy to the Servicer
and one copy to the successor Custodian. In the event of any such removal, the
Custodian shall promptly transfer to the successor Custodian, as directed, all
Custodian's Mortgage Files being administered under this Custodial Agreement.
Notwithstanding the foregoing, so long as AMRESCO Management, Inc. is Servicer,
the Trustee shall not have a right to remove the Custodian.
7. Upon reasonable prior written notice to the Custodian, the Trustee and
its agents, accountants, attorneys and auditors will be permitted during normal
business hours to examine the Custodian's Mortgage Files, documents, records and
other papers in the possession of or under the control of the Custodian relating
to any or all of the Mortgage Loans.
8. If the Custodian is furnished with written notice from the Trustee or
the Servicer that the Pooling and Servicing Agreement has been terminated as to
any or all of the Mortgage Loans, it shall upon written request of the Trustee
or the Servicer release to such persons as the Trustee or the Servicer shall
designate the Custodian's Mortgage Files relating to such Mortgage Loans as the
Trustee or the Servicer shall request and shall complete the Assignments of
Mortgage and endorse the Notes only as, and if, the Trustee or the Servicer
shall request. The person making such written request shall send notice of such
request to all other parties to the Pooling and Servicing Agreement.
9. The Custodian shall, at its own expense, maintain at all times during
the existence of this Custodial Agreement and keep in full force and effect (a)
fidelity insurance, (b) theft of documents insurance, (c) forgery insurance and
(d) errors and omissions insurance. All such insurance shall be in amounts, with
standard coverage and subject to deductibles, as are customary for insurance
typically maintained by banks which act as custodian in similar transactions
provided, however, that so long as the Custodian is rated at least "AA" no such
insurance shall be required.
10. This Custodial Agreement 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 and be one and the same instrument.
11. Within 10 days of each anniversary of the date of this Custodial
Agreement, or upon the request of the Trustee or the Servicer at any other time,
the Custodian shall provide to the Trustee and the Servicer a list of all the
Mortgage Loans for which the Custodian holds a Custodian's Mortgage File
pursuant to this Custodial Agreement. Such list may be in the form of a copy of
the Mortgage Loan Schedule with manual deletions to specifically denote any
Mortgage Loans paid off, liquidated or repurchased since the date of this
Custodial Agreement.
12. This Custodial Agreement shall be construed in accordance with the laws
of the State of New York, and the obligations, rights and remedies of the
parties hereunder shall be determined in accordance with such laws.
13. By execution of this Custodial Agreement, the Custodian warrants that
it currently does not hold and during the existence of this Custodial Agreement
shall not hold any adverse interest, by way of security or otherwise, in any
Mortgage Loan, and hereby waives and releases any such interest which it may
have in any Mortgage Loan as of the date hereof.
14. The Custodian may terminate its obligations under this Custodial
Agreement upon at least 60 days notice to the Trustee and the Servicer, provided
that so long as AMRESCO Management, Inc. is the Servicer, AMRESCO Management,
Inc. will not resign from its duties hereunder. In the event of such
termination, the Trustee shall appoint a successor Custodian. Upon such
appointment, the Custodian shall promptly transfer to the successor Custodian,
as directed, all Custodian's Mortgage Files being administered under this
Custodial Agreement.
15. This Custodial Agreement shall terminate upon the final payment or
other liquidation (or advance with respect thereto) of the last Mortgage Loan or
the disposition of all property acquired upon foreclosure or deed in lieu of
foreclosure of any Mortgage Loan, and the final remittance of all funds due the
Certificateholders under the Pooling and Servicing Agreement. In such event, all
documents remaining in the Custodian's Mortgage Files shall be forwarded to the
Trustee.
16. All demands, notices and communications hereunder shall be in writing
and shall be deemed to have been duly given when received by the addressee. Any
such demand, notice or communication hereunder shall be deemed to have been
received on the date delivered to or received at the premises of the addressee
(as evidenced, in the case of registered or certified mail, by the date noted on
the return receipt).
17. The Servicer shall indemnify, defend, and hold harmless the Custodian
for any actions taken by the Custodian at its written request.
IN WITNESS WHEREOF, the Custodian, the Servicer and the Trustee have caused
their names to be signed hereto by their respective officers thereunto duly
authorized, all as of the date first written above.
[NAME OF CUSTODIAN],
as Custodian
By:----------------------------------------------
Name:--------------------------------------------
Title:-------------------------------------------
AMRESCO MANAGEMENT, INC.
as Servicer
By:----------------------------------------------
Name:--------------------------------------------
Title:-------------------------------------------
LASALLE NATIONAL BANK,
as Trustee
By:----------------------------------------------
Name:--------------------------------------------
Title:-------------------------------------------
