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SECOND SUPPLEMENTAL
POOLING AND SERVICING AGREEMENT
dated as of September 22, 1997
among
WISCONSIN CIRCLE II FUNDING CORPORATION,
as Transferor,
HCFP FUNDING II, INC.
as Servicer,
and
U.S. BANK NATIONAL ASSOCIATION (formerly known as
First Bank National Association),
as Trustee
Supplementing and Amending the Pooling and
Servicing Agreement dated as of June 27, 1997, as supplemented by the
First Supplemental Pooling and Servicing Agreement
dated as of August 21, ▇▇▇▇,
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ II Funding Corporation, HCFP
Funding II, Inc. and First Bank National Association
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This SECOND SUPPLEMENTAL POOLING AND SERVICING AGREEMENT, dated as of
September 22, 1997 (this "Second Supplemental Agreement"), is made among
WISCONSIN CIRCLE II FUNDING CORPORATION, a Delaware corporation ("Transferor"),
HCFP FUNDING II, INC., a Delaware corporation, in its capacity as initial
Servicer hereunder ("Servicer"), and U.S. BANK NATIONAL ASSOCIATION (formerly
known as First Bank National Association), a national banking association
("Trustee"), and supplements and amends that certain Pooling and Servicing
Agreement dated as of June 27, 1997 (the "Original Agreement"), as supplemented
by the First Supplemental Pooling and Servicing Agreement dated as of August 21,
1997, among Transferor, Servicer and Trustee.
ARTICLE I
DEFINITIONS
SECTION 1.1 Definitions. Capitalized terms used in this Agreement have
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the meanings that Appendix A to the Original Agreement assigns to them, and this
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Agreement shall be interpreted in accordance with Part B of Appendix A to the
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Original Agreement.
SECTION 2.1 Amendment to Section 4.4(b) of Original Agreement. Section
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4.4(b) of the Original Agreement is hereby amended to read as follows:
"Interest on the Class A Invested Amount shall accrue during a
Distribution Period at a rate per annum equal to LIBOR as in effect on
the last Distribution Date occurring prior to commencement of such
Distribution Period, plus the Class A Certificate Spread."
SECTION 2.2 Amendment to Appendix A to the Original Agreement. The
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following definitions appearing in Appendix A to the Original Agreement shall be
amended to read as follows:
"Distribution Period" means initially, the period from and including the
Closing Date to and including the last day of such month and thereafter
means the period from and including the first day of the month preceding
the current Distribution Date to and including the last day of such
month, whether or not such days are Business Days.
"LIBOR" means the per annum interest rate determined by the Required
Person equal to the rate offered for one month deposits in US dollars in
the London interbank maker which appears on Telerate Page 3750 or such
other page as may replace Page 3750 on that service or such other
service or services as may be nominated by the British Bankers
Association for the purposes of displaying such rate (collectively,
"Telerate page 3750") as of 9:00 A.M. New York City time on the day
which is two Business Days prior to the Closing Date and each subsequent
Distribution Date; provided, that in the event that more than one such
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rate is provided, the arithmetic mean of such rates shall apply, and in
the event that no such rate is published, then LIBOR shall be determined
from such comparable financial reporting company as the Required Person
in its discretion shall determine.
"Unpaid Balance" of any Receivable means at any time the unpaid amount thereof
(excluding (i) interest accrued for the period after the due date of such
Receivable, (ii) related service charges and other reimbursable amounts, and
(iii) any fees charged by the Seller, Buyer or Guarantor in excess of two
percent (2%)) all as may be shown in the books of Servicer at such time."
SECTION 2.3. Effective Date. The amendments contained in this article
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shall be effective immediately.
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IN WITNESS WHEREOF, Transferor, Servicer and Trustee have caused this
Second Supplemental Agreement to be executed by their respective officers
thereunto duly authorized as of the day and year first above written.
WISCONSIN CIRCLE II FUNDING
CORPORATION, as Transferor
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Title: Senior Vice President
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Address: ▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: President
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
HCFP FUNDING II, INC., as Servicer
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Title: Senior Vice President
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Address: ▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: President
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
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U.S. BANK NATIONAL ASSOCIATION,
as Trustee
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Title: Vice President
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Address: ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇
Attention: Corporate Trust Department
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
CONSENTED AND AGREED TO BY: CREDIT SUISSE FIRST BOSTON
MORTGAGE CAPITAL, LLC
By
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Vice President
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