SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: July 31, 1996
(Date of earliest event reported)
Asset Securitization Corporation
(Exact name of registrant as specified in its charter)
Delaware 33-49370 13-3672337
(State or Other Juris- (Commission (I.R.S. Employer
diction of Incorporation) File Number) Identification No.)
Two World Financial Center, Building B, New York, New York 10281
(Address of Principal Executive Office) (Zip Code)
Registrant's telephone number, including area code: (212) 667-9300
This Document contains exactly 10 Pages.
The Exhibit Index is on page 4.
ITEM 5. OTHER EVENTS
On March 1, 1996, Asset Securitization Corporation
(the "Company") caused the issuance, pursuant to a Pooling and
Servicing Agreement dated as of March 1, 1996 (the "Pooling and
Servicing Agreement"), by and among the Company, as depositor,
Pacific Mutual Life Insurance Company, as servicer and special
servicer, LaSalle National Bank, as trustee, and ABN AMRO BANK
N.V., as fiscal agent, of Asset Securitization Corporation,
Commercial Mortgage Pass-Through Certificates, Series 1996-D2
(the "Certificates"), issued in eighteen classes. Pursuant to a
Current Report on Form 8-K, dated March 1, 1996, the Pooling
and Servicing Agreement was filed with the Securities and
Exchange Commission.
Capitalized terms used herein and not defined herein
have the same meanings ascribed to such terms in the Pooling
and Servicing Agreement.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION
AND EXHIBITS
(c) Exhibits
Item 601(a) of
Regulation S-K
Exhibit No. Exhibit No. Description
1 4 Second Amendment, dated
as of July 24, 1996 to
the Pooling and Servicing
Agreement, dated as of
March 1, 1996.
0063069.02 -2- 44B
Pursuant to the requirements of the Securities
Exchange Act of 1934, the Registrant has duly caused this
report to be signed on behalf of the Registrant by the
undersigned thereunto duly authorized.
ASSET SECURITIZATION
CORPORATION
By: /s/ Marlyn Marincas
Marlyn Marincas
Vice President
Date: July 31, 1996
0063069.02 -3- 44B
EXHIBIT INDEX
Item 601(a) of
Regulation S-K
Exhibit No. Exhibit No. Description
1 4 Second Amendment, dated
as of July 24, 1996 to
the Pooling and Servicing
Agreement, dated as of
March 1, 1996.
0063069.02 -4- 44B
ASSET SECURITIZATION CORPORATION,
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
SERIES 1996-D2
SECOND AMENDMENT TO POOLING AND SERVICING AGREEMENT
SECOND AMENDMENT, dated as of July 24, 1996 (this
"Second Amendment"), by and among Asset Securitization
Corporation, as depositor (the "Depositor"), Pacific Mutual
Life Insurance Company, as servicer (the "Servicer") and 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 dated as of March 1, 1996 (the
"Existing Agreement"); and
WHEREAS, the Servicer has requested that the Existing
Agreement be amended as set forth herein in order to more
effectively perform its servicing duties, and the Depositor, the
Special Servicer, the Trustee and the Fiscal Agent are willing
to so amend the Existing Agreement; and
WHEREAS, the Depositor, the Servicer, the Special
Servicer, the Trustee and the Fiscal Agent agree that the
amendment set forth herein will cure certain ambiguities.
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. (a) The definition of "Principal
Distribution Amount" in Section 1.01 of the Existing Agreement
is hereby amended by inserting the following sentence to the
end of such definition:
"Amounts received on a Mortgage Loan which
represent recoveries in respect of any
Subordinate Class Advance Amount shall not
be included in the calculation of Principal
Distribution Amount."
(b) Section 1.01 is hereby amended by including the
following definition:
"Subordinate Class Advance Amount: As
defined in Section 4.06(d)."
(c) Section 3.06(ii) of the Existing Agreement is
hereby amended by changing the letter "(y)" to "(z)" and
inserting a new clause (y) which reads as follows:
"(y) with respect to P&I Advances, any
Subordinate Class Advance Amounts with
respect to the related Distribution Date as
provided in Section 4.06(d),"
(d) The paragraph immediately after clause (x) of
Section 3.06 of the Existing Agreement is hereby amended and
restated as follows:
"The Servicer shall keep and maintain
separate accounting, on a Mortgage Loan by
Mortgage Loan basis, for the purpose of
justifying any withdrawal from the
Collection Account pursuant to subclauses
(ii)-(vii), provided that with respect to
any withdrawal made pursuant to subclause
(ii)(y), the withdrawals will be accounted
for on an aggregate basis with a separate
accounting for withdrawals related to Senior
Housing/Health Care Loans and Other
Mortgage Loans."
(e) The first sentence Section 3.13(a) of the
Existing Agreement is hereby amended and restated as follows:
"The Servicer shall deliver to the Paying
Agent, with a copy to the Trustee, the
Special Servicer and the Directing Holders,
no later than 4:00 p.m. Central time on the
latest Due Date on the Mortgage Loans prior
to each Distribution Date, the Servicer
Remittance Report with respect to the
related Distribution Date (which shall
include, without limitation, the amount of
Available Funds for such related Collection
Period) including a written statement of
anticipated P&I Advances for the related
Distribution Date."
(f) Section 4.01(a) is hereby amended by adding the
following paragraph immediately after clause (xxxiv):
"Amounts received on a Mortgage Loan which
represent recoveries in respect of any
Subordinated Class Advance Amount and still
remaining after distribution to the Class
A-1-L, Class A- CS1-L, Class A-CS2-L, Class
A-2-L, Class A-3-L and Class A- 4-L Interests,
(i) in connection with a Senior
Housing/Healthcare Loan shall be allocated
solely to the Class B-1H-L, Class B-2H-L and
Class B- 3H-L Interests, in that order; and
(ii) in connection with any Mortgage Loan
other than a Senior Housing/Healthcare Loan
shall be allocated solely to the (A) Class
B-1A-L Interests, (B) Class B-1B-L Interests,
(C) Class B- 2-L Interests and (D) Class
B-3-L Interests and Class B-3Q-L Interests,
pro rata, in that order."
(g) Section 4.01(b) is hereby amended by adding the
following paragraph immediately after clause (xxxiii):
"Amounts received on a Mortgage Loan which
represent recoveries in respect of any
Subordinated Class Advance Amount and still
remaining after distribution to the Class
A-1, Class A- CS1, Class A-CS2, Class A-2,
Class A-3 and Class A-4 Certificates,
(i) in connection with a Senior
Housing/Healthcare Loan shall be allocated
solely to the Class B-1H, Class B-2H and
Class B-3H Certificates, in that order; and
(ii) in connection with any Mortgage Loan
other than a Senior Housing/Healthcare Loan
shall be allocated solely to the (A) Class
B-1A Certificates, (B) Class B-1B
Certificates, (C) Class B-2 Certificates
and (D) Class B-3 Certificates and Class
B-3Q Certificates, pro rata, in that order."
(h) Section 4.06(d) of the Existing Agreement is
hereby amended and restated as follows:
"(d) Notwithstanding Section 4.06(b)(iii),
the Servicer shall (i) not advance (except
as otherwise described in the next sentence)
to the most subordinate Class of
Certificates pursuant to such Section in
respect of each Mortgage Loan that has
during its term been delinquent in the
payment of a Monthly Payment, and which
delinquency has not been cured (together
with the payment of all required Default
Interest) by the next succeeding Due Date
(for purposes of determining the most
subordinate class, (I) (A) the Class A-1,
Class A-CS1 and Class A-CS2 Certificates
together and (B) the Class B-3 and Class
B-3Q Certificates together shall, in each
case, be treated as one class, (II) in
connection with any Advance in respect of a
Senior Housing/Healthcare Mortgage Loan,
the Class B-3H, Class B-2H and Class B-1H
Certificates, in that order, shall be
treated as subordinate to the Class B-3 and
Class B-3Q Certificates, and (III) in
connection with any Advance in respect of
any Mortgage Loan other than a Senior
Housing/Healthcare Mortgage Loan, the Class
B-3 and Class B-3Q, Class B-2, Class B-1B
and Class B- 1A Certificates, in that
order, shall be treated as subordinate to
the Class B-3H Certificates) and (ii) not
make any P&I Advance in respect of
Reduction Interest Distribution Amounts and
Reduction Interest Shortfalls, and
accordingly, the Servicer may reduce the
aggregate amount of P&I Advances to be
deposited by the Servicer on the related
Servicer Remittance Date in respect of such
amounts the Servicer is not required to
advance. In addition, on any Servicer
Remittance Date on which the Servicer is
not required to make a P&I Advance for the
benefit of the most subordinate class as
described in the preceding sentence, the
Servicer may, immediately subsequent to the
making of the P&I Advance (which includes
amounts allocable to the most subordinate
class) on such Servicer Remittance Date,
reimburse itself (without interest) for the
portion of such P&I Advance allocable to
the most subordinate class from amounts
otherwise distributable to such most
subordinate class on the related
Distribution Date (such amount of
reimbursement, the "Subordinate Class
Advance Amount"). The Trustee shall
provide to the Servicer written statements
prior to the Servicer Remittance Date
listing (i) the aggregate Reduction Interest
Distribution Amounts and Reduction Interest
Shortfalls for such Distribution Date and
(ii) the distribution due to the Holders of
the most subordinate Class of Certificates."
SECTION 2. Conditions Precedent. This Second
Amendment shall become effective on the date this Second
Amendment has been executed and delivered by a duly authorized
officer of the Depositor, the Trustee, the Special Servicer, the
Fiscal Agent and the Servicer.
SECTION 3. Limited Effect. Except as expressly
amended and modified by this Second Amendment, the Existing
Agreement shall continue to be, and shall remain, in full force
and effect in accordance with its terms.
SECTION 4. Definitions In Existing Agreement.
Unless otherwise defined in this Second Amendment, capitalized
terms used herein shall have the respective meanings ascribed to
such terms in the Existing Agreement.
SECTION 5. Counterparts. This Second 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 6. Governing Law. THIS SECOND AMENDMENT
SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW
OF THE STATE OF NEW YORK.
(SIGNATURES COMMENCE ON THE FOLLOWING PAGE)
<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
as Trustee, Custodian, CORPORATION,
Certificate as Depositor
Registrar and Paying Agent
By: /s/ Russell M. Goldenberg By: /s/ Marlyn A. Marincas
Name: Russell M. Goldenberg Name: Marlyn A. Marincas
Title: Vice President Title: Vice President
ABN AMRO BANK N.V., PACIFIC MUTUAL LIFE INSURANCE
as Fiscal Agent COMPANY,
as Servicer
By: /s/ Mary C. Casey /s/
Irene Pazik By: /s/ M. A. Curran
Name: Mary C. Casey Irene Name: M. A. Curran
Pazik Title: Vice President
Title: Vice President
Vice President
By: /s/ C. S. Dillion
Name: C. S. Dillion
Title: Assistant Secretary
CRIIMI MAE SERVICES LIMITED
PARTNERSHIP
as Special Servicer
By: CRIIMI MAE MANAGEMENT, INC.,
as General Partner
By: /s/ Frederick J. Burchill
Name: Frederick J. Burchill
Title: Executive Vice
President
