ASSET SECURITIZATION CORPORATION,
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
SERIES 1996-D3
FIRST AMENDMENT TO POOLING AND SERVICING AGREEMENT
FIRST AMENDMENT, dated as of January 1, 1997 (this "First Amendment"), by
and among Asset Securitization Corporation, as depositor (the "Depositor"),
AMRESCO Management, Inc., as servicer (the "Servicer") CRIIMI MAE Services
Limited Partnership, as special servicer (the "Special Servicer"), LaSalle
National Bank, as trustee (the "Trustee"), and ABN AMRO Bank N.V., as fiscal
agent (the "Fiscal Agent") to the Existing Agreement referred to below.
RECITALS
WHEREAS, the Depositor, the Servicer, the Special Servicer, the Trustee and
the Fiscal Agent are parties to a Pooling and Servicing Agreement, as amended,
dated as of October 1, 1996 (the "Existing Agreement"); and
WHEREAS, the Depositor has requested that the Existing Agreement be amended
as set forth herein to permit P&I Advances to be made to the most Subordinate
Class of Certificates unless the delinquent Mortgage Loan has, at any time, been
delinquent for a period extending to the Due Date following such Delinquency,
and the Servicer, the Special Servicer, the Trustee and the Fiscal Agent are
willing to so amend the Existing Agreement;
WHEREAS, the Depositor, the Servicer, the Special Servicer, the Trustee and
the Fiscal Agent agree that the amendment set forth herein is for the purpose of
correcting a provision in the Existing Agreement that is defective;
NOW, THEREFORE, in consideration of the mutual covenants contained herein,
the Depositor, the Servicer, the Special Servicer, the Trustee and the Fiscal
Agent agree as follows:
SECTION 1. Article IV of the Existing Agreement is hereby amended by adding
a new sentence beginning immediately after the first sentence of Section 4.06(d)
which reads as follows:
"However, the Servicer shall not reimburse itself and there shall
be no Subordinate Class Advance Amount with respect to a Mortgage
Loan, unless the Mortgage Loan has, at any time, been delinquent for a
period extending to the Due Date following such Delinquency."
SECTION 2. Limited Effect. Except as expressly amended and modified by this
First Amendment, the Existing Agreement shall continue to be, and shall remain,
in full force and effect in accordance with its terms.
SECTION 3. Definitions In Existing Agreement. Unless otherwise defined in
this First Amendment, capitalized terms used herein shall have the respective
meanings ascribed to such terms in the Existing Agreement.
SECTION 4. 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.
SECTION 5. 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 Servicer, the Special Servicer, the
Fiscal Agent and the Trustee 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.
LASALLE NATIONAL BANK, ASSET SECURITIZATION CORPORATION,
as Trustee, Custodian, Certificate as Depositor
Registrar and Paying Agent
By: /s/ Xxxxxxx Xxxxxxxxxx By: /s/ Xxxxxx X. Xxxxxxxx
------------------------- -------------------------
Name: Xxxxxxx Xxxxxxxxxx Name: Xxxxxx X. Xxxxxxxx
Title: Title: Vice President
ABN AMRO BANK N.V., AMRESCO MANAGEMENT, INC.,
as Fiscal Agent as Servicer
By: /s/ Xxxxxx X. Xxxxxx By: /s/ Xxxxxx X. Xxxxx
-------------------------- -------------------------
Name: Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxx
Title: Group Vice President Title: Senior Vice President
By: /s/Xxxx X. Xxxxx By: /s/ Xxxx X. Xxxxxx
-------------------------- -------------------------
Name: Xxxx X. Xxxxx Name: Xxxx X. Xxxxxx
Title: Vice President Title: Assistant Secretary
CRIIMI MAE SERVICES LIMITED
PARTNERSHIP,
as Special Servicer
By: /s/ H. Xxxxxxx Xxxxxxxxxx
---------------------------
Name: H. Xxxxxxx Xxxxxxxxxx
Title: President
By: /s/ Xxxxx X. Xxxxxx
----------------------------
Name: Xxxxx X. Xxxxxx
Title: Group Vice President
