SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
May 27, 1997.
Financial Asset Securitization, Inc.
(Exact name of registrant as specified in charter)
Virginia 0-15483 52-1526174
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
901 East Byrd Street, Richmond, Virginia 23219
------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (804) 643-2311
- ----------------------------------------------------------------------------
(Former name or former address, if changed since
last report.)
<PAGE>
Item 1. Changes in Control of Registrant.
Not Applicable.
Item 2. Acquisition or Disposition of Assets.
Not Applicable.
Item 3. Bankruptcy or Receivership.
Not Applicable.
Item 4. Changes in Registrant's Certifying Accountant.
Not Applicable.
Item 5. Other Events.
A. The Registrant has entered into the following Amendments to Trust
Agreements, which were made effective May 27, 1997:
An Amendment to Trust Agreement (the "Amendment") dated as of
May 1, 1997, among the Registrant, Norwest Bank Minnesota, N.A., as Master
Servicer and The Bank of New York as Trustee, amending the Trust Agreement,
dated as of May 1, 1991 relating to the Registrant's Mortgage Participation
Securities Series 1991-7. A copy of the Amendment is included as Exhibit 4.1
hereto.
An Amendment to Trust Agreement (the "Amendment") dated as of
May 1, 1997, among the Registrant, Norwest Bank Minnesota, N.A., as Master
Servicer and The Bank of New York as Trustee, amending the Trust Agreement,
dated as of July 1, 1991 relating to the Registrant's Mortgage Participation
Securities Series 1991-12. A copy of the Amendment is included as Exhibit 4.2
hereto.
B. The Registrant has entered into the following Amendments to Trust
Agreements, which were made effective June 30, 1997:
An Amendment to Trust Agreement (the "Amendment") dated as of
May 1, 1997, among the Registrant, Norwest Bank Minnesota, N.A., as Master
Servicer and The Bank of New York as Trustee, amending the Trust Agreement,
dated as of August 1, 1991 relating to the Registrant's Mortgage Participation
Securities Series 1991-15. A copy of the Amendment is included as Exhibit 4.3
hereto.
An Amendment to Trust Agreement (the "Amendment") dated as of
May 1, 1997, among the Registrant, Norwest Bank Minnesota, N.A., as Master
Servicer and The Bank of New York as Trustee, amending the Trust Agreement,
dated as of September 1, 1991 relating to the Registrant's Mortgage
Participation Securities Series 1991-16. A copy of the Amendment is included as
Exhibit 4.4 hereto.
2
<PAGE>
An Amendment to Trust Agreement (the "Amendment") dated as of
May 1, 1997, among the Registrant, Norwest Bank Minnesota, N.A., as Master
Servicer and The Bank of New York as Trustee, amending the Trust Agreement,
dated as of October 1, 1991 relating to the Registrant's Mortgage Participation
Securities Series 1991-17. A copy of the Amendment is included as Exhibit 4.5
hereto.
An Amendment to Trust Agreement (the "Amendment") dated as of
May 1, 1997, among the Registrant, Norwest Bank Minnesota, N.A., as Master
Servicer and The Bank of New York as Trustee, amending the Trust Agreement,
dated as of November 1, 1991 relating to the Registrant's Mortgage Participation
Securities Series 1991-19. A copy of the Amendment is included as Exhibit 4.6
hereto.
An Amendment to Trust Agreement (the "Amendment") dated as of
May 1, 1997, among the Registrant, Norwest Bank Minnesota, N.A., as Master
Servicer and The Bank of New York as Trustee, amending the Trust Agreement,
dated as of January 1, 1992 relating to the Registrant's Mortgage Participation
Securities Series 1992-1. A copy of the Amendment is included as Exhibit 4.7
hereto.
An Amendment to Trust Agreement (the "Amendment") dated as of
May 1, 1997, among the Registrant, Norwest Bank Minnesota, N.A., as Master
Servicer and The Bank of New York as Trustee, amending the Trust Agreement,
dated as of February 1, 1992 relating to the Registrant's Mortgage Participation
Securities Series 1992-4. A copy of the Amendment is included as Exhibit 4.8
hereto.
An Amendment to Trust Agreement (the "Amendment") dated as of
May 1, 1997, among the Registrant, Norwest Bank Minnesota, N.A., as Master
Servicer and The Bank of New York as Trustee, amending the Trust Agreement,
dated as of April 1, 1992 relating to the Registrant's Mortgage Participation
Securities Series 1992-6. A copy of the Amendment is included as Exhibit 4.9
hereto.
An Amendment to Trust Agreement (the "Amendment") dated as of
May 1, 1997, among the Registrant, Norwest Bank Minnesota, N.A., as Master
Servicer and The Bank of New York as Trustee, amending the Trust Agreement,
dated as of May 1, 1992 relating to the Registrant's Mortgage Participation
Securities Series 1992-8. A copy of the Amendment is included as Exhibit 4.10
hereto.
An Amendment to Trust Agreement (the "Amendment") dated as of
May 1, 1997, among the Registrant, Norwest Bank Minnesota, N.A., as Master
Servicer and Texas Commerce Bank National Association as Trustee, amending the
Trust Agreement, dated as of June 1, 1992 relating to the Registrant's Mortgage
Participation Securities Series 1992-9. A copy of the Amendment is included as
Exhibit 4.11 hereto.
An Amendment to Trust Agreement (the "Amendment") dated as of
May 1, 1997, among the Registrant, Norwest Bank Minnesota, N.A., as Master
Servicer and Texas Commerce Bank National Association as Trustee, amending the
Trust Agreement, dated as of July 1, 1992 relating to the Registrant's Mortgage
Participation Securities Series 1992-10. A copy of the Amendment is included as
Exhibit 4.12 hereto.
3
<PAGE>
Item 6. Resignations of Registrant's Directors.
Not Applicable.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
Not Applicable.
Item 8. Change in Fiscal Year.
Not Applicable.
4
<PAGE>
Exhibits
4.1 Copy of the Amendment to Trust Agreement for RMSC Series
1991-7, dated as of May 1, 1997, by and among the Registrant,
Norwest Bank Minnesota, N.A., as Master Servicer, and The Bank
of New York, as Trustee.
4.2 Copy of the Amendment to Trust Agreement for RMSC Series
1991-12, dated as of May 1, 1997, by and among the Registrant,
Norwest Bank Minnesota, N.A., as Master Servicer, and The Bank
of New York, as Trustee.
4.3 Copy of the Amendment to Trust Agreement for RMSC Series
1991-15, dated as of May 1, 1997, by and among the Registrant,
Norwest Bank Minnesota, N.A., as Master Servicer, and The Bank
of New York, as Trustee.
4.4 Copy of the Amendment to Trust Agreement for RMSC Series
1991-16, dated as of May 1, 1997, by and among the Registrant,
Norwest Bank Minnesota, N.A., as Master Servicer, and The Bank
of New York, as Trustee.
4.5 Copy of the Amendment to Trust Agreement for RMSC Series
1991-17, dated as of May 1, 1997, by and among the Registrant,
Norwest Bank Minnesota, N.A., as Master Servicer, and The Bank
of New York, as Trustee.
4.6 Copy of the Amendment to Trust Agreement for RMSC Series
1991-19, dated as of May 1, 1997, by and among the Registrant,
Norwest Bank Minnesota, N.A., as Master Servicer, and The Bank
of New York, as Trustee.
4.7 Copy of the Amendment to Trust Agreement for RMSC Series
1992-1, dated as of May 1, 1997, by and among the Registrant,
Norwest Bank Minnesota, N.A., as Master Servicer, and The Bank
of New York, as Trustee.
4.8 Copy of the Amendment to Trust Agreement for RMSC Series
1992-4, dated as of May 1, 1997, by and among the Registrant,
Norwest Bank Minnesota, N.A., as Master Servicer, and The Bank
of New York, as Trustee.
4.9 Copy of the Amendment to Trust Agreement for RMSC Series
1992-6, dated as of May 1, 1997, by and among the Registrant,
Norwest Bank
5
<PAGE>
Minnesota, N.A., as Master Servicer, and The Bank of New York,
as Trustee.
4.10 Copy of the Amendment to Trust Agreement for RMSC Series
1992-8, dated as of May 1, 1997, by and among the Registrant,
Norwest Bank Minnesota, N.A., as Master Servicer, and The Bank
of New York, as Trustee.
4.11 Copy of the Amendment to Trust Agreement for RMSC Series
1992-9, dated as of May 1, 1997, by and among the Registrant,
Norwest Bank Minnesota, N.A., as Master Servicer, and Texas
Commerce Bank National Association, as Trustee.
4.12 Copy of the Amendment to Trust Agreement for RMSC Series
1992-10, dated as of May 1, 1997, by and among the Registrant,
Norwest Bank Minnesota, N.A., as Master Servicer, and Texas
Commerce Bank National Association, as Trustee.
6
<PAGE>
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
July 10, 1997 FINANCIAL ASSET SECURITIZATION, INC.
By:
Name:
Title:
7
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Page
<S> <C>
4.1 Copy of the Amendment to Trust Agreement for RMSC Series
1991-7, dated as of May 1, 1997, by and among the Registrant,
Norwest Bank Minnesota, N.A., as Master Servicer, and The
Bank of New York, as Trustee...........................................................
4.2 Copy of the Amendment to Trust Agreement for RMSC Series
1991-12, dated as of May 1, 1997, by and among the Registrant,
Norwest Bank Minnesota, N.A., as Master
Servicer, and The Bank of New York, as Trustee.........................................
4.3 Copy of the Amendment to Trust Agreement for RMSC Series
1991-15, dated as of May 1, 1997, by and among the Registrant,
Norwest Bank Minnesota, N.A., as Master
Servicer, and The Bank of New York, as Trustee.........................................
4.4 Copy of the Amendment to Trust Agreement for RMSC Series
1991-16, dated as of May 1, 1997, by and among the Registrant,
Norwest Bank Minnesota, N.A., as Master
Servicer, and The Bank of New York, as Trustee.........................................
4.5 Copy of the Amendment to Trust Agreement for RMSC Series
1991-17, dated as of May 1, 1997, by and among the Registrant,
Norwest Bank Minnesota, N.A., as Master
Servicer, and The Bank of New York, as Trustee.........................................
4.6 Copy of the Amendment to Trust Agreement for RMSC Series
1991-19, dated as of May 1, 1997, by and among the Registrant,
Norwest Bank Minnesota, N.A., as Master
Servicer, and The Bank of New York, as Trustee.........................................
4.7 Copy of the Amendment to Trust Agreement for RMSC Series
1992-1, dated as of May 1, 1997, by and among the Registrant,
Norwest Bank Minnesota, N.A., as Master Servicer, and The
Bank of New York, as Trustee...........................................................
4.8 Copy of the Amendment to Trust Agreement for RMSC Series
1992-4, dated as of May 1, 1997, by and among the Registrant,
Norwest Bank Minnesota, N.A., as Master Servicer, and The
Bank of New York, as Trustee...........................................................
8
<PAGE>
4.9 Copy of the Amendment to Trust Agreement for RMSC Series
1992-6, dated as of May 1, 1997, by and among the registrant,
Norwest Bank Minnesota, N.A., as Master Servicer, and The
Bank of New York, as Trustee...........................................................
4.10 Copy of the Amendment to Trust Agreement for RMSC Series
1992-8, dated as of May 1, 1997, by and among the Registrant,
Norwest Bank Minnesota, N.A., as Master Servicer, and The
Bank of New York, as Trustee...........................................................
4.11 Copy of the Amendment to Trust Agreement for RMSC Series
1992-9, dated as of May 1, 1997, by and among the Registrant,
Norwest Bank Minnesota, N.A., as Master Servicer, and Texas
Commerce Bank National Association, as Trustee.........................................
4.12 Copy of the Amendment to Trust Agreement for RMSC Series
1992-10, dated as of May 1, 1997, by and among the Registrant,
Norwest Bank Minnesota, N.A., as Master Servicer, and Texas
Commerce Bank National Association, as
Trustee................................................................................
</TABLE>
9
EXHIBIT 4.1
RYLAND MORTGAGE SECURITIES CORPORATION
MORTGAGE PARTICIPATION SECURITIES
SERIES 1991-7
AMENDMENT
TO
TRUST AGREEMENTS
Dated as of
May 1, 1997
among
FINANCIAL ASSET SECURITIZATION, INC.,
formerly known as Ryland Mortgage Securities Corporation,
Depositor,
NORWEST BANK MINNESOTA, N.A.,
as assignee of Ryland Mortgage Company,
Master Servicer,
and
THE BANK OF NEW YORK,
as assignee of NationsBank, N.A., successor to Sovran Bank, N.A.,
Trustee
10
<PAGE>
AMENDMENT TO TRUST AGREEMENTS
THIS AMENDMENT TO TRUST AGREEMENTS, dated as of May 1, 1997, is made by
and among FINANCIAL ASSET SECURITIZATION, INC. (formerly known as Ryland
Mortgage Securities Corporation), a Virginia corporation, as depositor (the
"Depositor"), NORWEST BANK MINNESOTA, N.A., a national banking association (the
"Master Servicer"), as assignee of Ryland Mortgage Company, an Ohio corporation,
as master servicer, and THE BANK OF NEW YORK (the "Trustee"), a New York banking
corporation, as assignee of NationsBank, N.A., successor to Sovran Bank, N.A.,
as trustee, under each of the Pooling Trust Agreement, Middle Trust Agreement
and Issuing Trust Agreement, each dated as of May 1, 1991, among Ryland Mortgage
Securities Corporation, Ryland Mortgage Company, and the Trustee relating to the
Ryland Mortgage Securities Corporation Mortgage Participation Securities, Series
1991-7 (the "Trust Agreements"), which Trust Agreements incorporate by reference
the Ryland Mortgage Securities Corporation, Mortgage Participation Securities,
Standard Terms to Trust Agreement, March 1991 Edition (the "Standard Terms").
Capitalized terms used herein shall have the meanings assigned in the Trust
Agreements unless otherwise defined herein.
RECITALS
WHEREAS, Section 11.01 of the Standard Terms provides that, subject to
the conditions specified therein, the Trust Agreements may be amended by the
Depositor, the Master Servicer, and the Trustee without the consent of any of
the Securityholders to make any provisions with respect to matters arising with
respect to the respective Trusts which are not covered by the Trust Agreements
and which shall not be inconsistent with the provisions of the Trust Agreements;
and
WHEREAS, the parties desire to amend the terms of the Trust Agreements
as provided in this Amendment to Trust Agreements;
NOW, THEREFORE, the Depositor, the Master Servicer, and the Trustee
hereby agree to amend the terms of the Trust Agreements as follows:
AGREEMENT
1. As it applies to the Securities issued pursuant to the Trust
Agreements, Section 9.01 of the Standard Terms, as modified by the Trust
Agreements, is further amended by adding the following new paragraphs after the
fifth paragraph in Section 9.01:
Notwithstanding any other provision of this Standard Terms to
the contrary, the Holders of the majority of the Percentage
Interest in the Class R-1 Securities (the "Residual Majority")
may in connection with its election to make a Terminating
Purchase make the following additional election. If the
certificates in physical
11
<PAGE>
form evidencing the Regular Securities and the Residual
Securities (other than those Securities held by the Residual
Majority and by the Tax Matters Person) issued by the Issuing
Trust are surrendered to the Trustee (duly endorsed for
transfer) no later than the second Business Day (the "Purchase
Election Date") prior to the Distribution Date on which the
Terminating Purchase is to be made (the "Purchase Date"), the
Residual Majority may elect, in lieu of purchasing the
Mortgage Loans, to purchase all of the outstanding Regular
Securities and the Residual Securities (other than those
Securities held by the Residual Majority and the Tax Matters
Person) issued by the Issuing Trust (hereinafter, the
"Securities") and to treat the Securities so purchased as
remaining outstanding and having been purchased by the
Residual Majority or its designee. In the event that the
Residual Majority elects to purchase the Securities, the
purchase price (the "Securities Purchase Price") to be
deposited in the Asset Proceeds Account shall be 100% of the
aggregate Security Principal Balance of the Securities, plus,
with respect to each Class of Securities, Accrued Pass-Through
Interest with respect to the related Distribution Date and any
Accrued Pass-Through Interest from a previous Distribution
Date remaining unpaid as of the Purchase Date; but if such
election is not made on the Purchase Election Date, then the
amount to be deposited in the Asset Proceeds Account shall be
the Termination Price. In either event, the Holders of the
Securities shall be entitled to receive the distributions set
forth in this Section 9.01.
Any such further election to purchase the Securities and to
treat such Securities as outstanding shall be made by the
Residual Majority by written notice of such further election
delivered to the Trustee no later than the Purchase Election
Date. During the period after which the Trustee has given
notice of the Terminating Purchase to the Securityholders and
the Purchase Election Date, the Trustee shall use all
reasonable efforts to obtain surrender of the certificates in
physical form evidencing the Securities, together with such
certificates or documents as may be required to be delivered
by the transferor of a Security pursuant to Section 5.03 of
the Standard Terms. On the Purchase Date, if the Residual
Majority has elected to purchase the outstanding Securities
and upon receipt by the Trustee of such certificates,
agreements and/or opinions as may be required by any
transferor or transferee pursuant to Section 5.03 of the
Standard Terms, the Trustee shall execute, and the Security
Registrar shall authenticate and deliver, in the name of the
Residual Majority or its designee, one or more new Regular
Securities and Residual Securities of the Issuing Trust in an
aggregate principal amount equal to the aggregate outstanding
principal amount of the purchased Securities as of the date of
purchase upon surrender of outstanding certificates evidencing
the Securities, except to the extent that any of such
Securities are in book entry form (in which case the transfer
of such Securities shall be effected as provided in the Trust
Agreement for the book-entry securities).
In connection with the foregoing, and notwithstanding anything
else to the contrary contained in this Section 9.01 or
elsewhere in this Standard Terms or
12
<PAGE>
in the Trust Agreements, if the Residual Majority elects to
purchase the Securities upon the surrender of the outstanding
certificates in physical form evidencing the same, then (i)
such purchase shall not result in the payment in full of the
principal of, or the cessation of interest payments on, the
Securities, (ii) neither the respective obligations and
responsibilities of the parties under the Trust Agreements,
nor any of the Pooling Trust, Middle Trust or Issuing Trust,
shall terminate (notwithstanding the deposit of funds in
respect of such purchase in the respective Asset Proceeds
Account, the Section 3.11 Account or the Termination Account,
as the case may be), (iii) the Mortgage Certificates shall be
treated as remaining outstanding and the Trustee of the Middle
Trust shall not release any of the Mortgage Certificates but
shall retain such assets as assets of the Middle Trust, (iv)
the Middle Trust Certificates shall be treated as remaining
outstanding and the Trustee of the Issuing Trust shall not
release any of the Middle Trust Certificates but shall retain
such assets as assets of the Issuing Trust, (v) the Trustee of
the Pooling Trust or the Custodian, as the case may be, shall
not release any of the Mortgage Loan Files, but shall retain
such assets as assets of the Pooling Trust, (vi) neither the
Depositor nor any of the Pooling Trust, Middle Trust or
Issuing Trust shall be deemed to have adopted a plan of
liquidation pursuant to Section 9.02 of the Standard Terms,
and (vii) the Master Servicer thereafter shall not elect to
cause a Terminating Purchase, provided, however, that the
Master Servicer thereafter may elect to cause a Terminating
Purchase if the Master Servicer determines, based upon an
Opinion of Counsel, that the REMIC status of any Trust REMIC
has been lost or that a substantial risk exists that such
REMIC status will be lost for the then-current taxable year.
2. This Amendment to Trust Agreements may be executed in two or more
counterparts, each such counterpart when executed and delivered shall be an
original and all such counterparts together shall be one and the same document.
3. This Amendment to Trust Agreements shall be construed in accordance
with and governed by the laws of the Commonwealth of Virginia applicable to
agreements made and to be performed therein.
13
<PAGE>
IN WITNESS WHEREOF, the Depositor, the Master Servicer, and the Trustee
have caused this Amendment to Trust Agreements to be duly executed by their
respective officers thereunto duly authorized and their respective signatures
duly attested all as of the 1st day of May, 1997.
FINANCIAL ASSET SECURITIZATION, INC.,
formerly known as Ryland Mortgage
Securities Corporation, as Depositor
By: /s/ R. Walter Jones IV
Name: R. Walter Jones IV
Title: President
NORWEST BANK MINNESOTA, N.A.,
assignee of Ryland Mortgage Company, as
Master Servicer
By: /s/ Michael L. Mayer
Name: Michael L. Mayer
Title: Vice President
THE BANK OF NEW YORK, assignee of
NationsBank, N.A., successor to
Sovran Bank, N.A., not in its
individual capacity, but
solely in its capacity as
Trustee under the Trust Agreements
By: /s/ Todd Niemy
Name: Todd Niemy
Title: Vice President
14
<PAGE>
By its execution hereof, each of the undersigned holders of the Class
R-1 Securities (being all of the holders of Securities of such Class) hereby
consents to the terms hereof as of the 1st day of May, 1997.
DYNEX CAPITAL, INC.
By: /s/ Lisa R. Cooke
Name: Lisa R. Cooke
Title: Vice President
NORWEST BANK MINNESOTA, N.A.
By: /s/ Michael L. Mayer
Name: Michael L. Mayer
Title: Vice President
15
<PAGE>
COMMONWEALTH OF VIRGINIA )
) ss.
CITY OF RICHMOND )
The foregoing instrument was acknowledged before me in the City of
Richmond, Virginia this 13th day of May, 1997, by R. Walter Jones IV, President
of Financial Asset Securitization, Inc., a Virginia corporation, on behalf of
the corporation.
Carol C. Harding
Notary Public
My Commission expires: 9-30-98
[SEAL]
STATE OF MARYLAND )
) ss.
COUNTY OF HOWARD )
The foregoing instrument was acknowledged before me in the City of
Columbia, Maryland this 23rd day of May, 1997, by Michael L. Mayer, Vice
President of Norwest Bank Minnesota, N.A., a national banking association, on
behalf of the association.
David L. Navarre
Notary Public
My Commission expires: Aug 18, 1998
[SEAL]
16
<PAGE>
STATE OF NEW YORK )
) ss.
CITY OF NEW YORK )
The foregoing instrument was acknowledged before me in the City of New
York, New York this 23rd day of May, 1997, by Todd Niemy, as Vice President of
The Bank of New York, a New York banking corporation, on behalf of the
association.
O.D. Scott, Jr.
Notary Public
My Commission expires: 4/29/98
[SEAL]
COMMONWEALTH OF VIRGINIA )
) ss.
CITY OF RICHMOND )
The foregoing instrument was acknowledged before me in the City of
Richmond, Virginia this 1st day of May, 1997, by Lisa R. Cooke, Vice President
of Dynex Capital, Inc., a Virginia corporation, on behalf of the corporation.
P. Evans
Notary Public
My Commission expires: 1/31/99
[SEAL]
17
EXHIBIT 4.2
RYLAND MORTGAGE SECURITIES CORPORATION
MORTGAGE PARTICIPATION SECURITIES
SERIES 1991-12
AMENDMENT
TO
TRUST AGREEMENTS
Dated as of
May 1, 1997
among
FINANCIAL ASSET SECURITIZATION, INC.,
formerly known as Ryland Mortgage Securities Corporation,
Depositor,
NORWEST BANK MINNESOTA, N.A.,
as assignee of Ryland Mortgage Company,
Master Servicer,
and
THE BANK OF NEW YORK,
as assignee of NationsBank, N.A., successor to Sovran Bank, N.A.,
Trustee
18
<PAGE>
AMENDMENT TO TRUST AGREEMENTS
THIS AMENDMENT TO TRUST AGREEMENTS, dated as of May 1, 1997, is made by
and among FINANCIAL ASSET SECURITIZATION, INC. (formerly known as Ryland
Mortgage Securities Corporation), a Virginia corporation (the "Depositor"), as
depositor, NORWEST BANK MINNESOTA, N.A., a national banking association (the
"Master Servicer"), as assignee of Ryland Mortgage Company, an Ohio corporation,
as master servicer, and THE BANK OF NEW YORK, a New York banking corporation
(the "Trustee"), as assignee of NationsBank, N.A., successor to Sovran Bank,
N.A., as trustee, under the Pooling Trust Agreement and the Issuing Trust
Agreement, each dated as of July 1, 1991, among Ryland Mortgage Securities
Corporation, Ryland Mortgage Company, and the Trustee relating to the Ryland
Mortgage Securities Corporation Mortgage Participation Securities, Series
1991-12 (the "Trust Agreements"), which Trust Agreements incorporate by
reference the Ryland Mortgage Securities Corporation, Mortgage Participation
Securities, Standard Terms to Trust Agreement, March 1991 Edition (the "Standard
Terms"). Capitalized terms used herein shall have the meanings assigned in the
Trust Agreements unless otherwise defined herein.
RECITALS
WHEREAS, Section 11.01 of the Standard Terms provides that, subject to
the conditions specified therein, the Trust Agreements may be amended by the
Depositor, the Master Servicer, and the Trustee without the consent of any of
the Securityholders to make any provisions with respect to matters arising with
respect to the respective Trusts which are not covered by the Trust Agreements
and which shall not be inconsistent with the provisions of the Trust Agreements;
and
WHEREAS, Section 11.01 of the Standard Terms also provides that,
subject to the conditions specified therein, the Trust Agreements may be amended
by the Depositor, the Master Servicer, and the Trustee with the consent of any
of the Holders of Securities entitled to at least 66% of the Voting Rights for
the purpose of adding any provisions to or changing in any manner or eliminating
any of the provisions of the Trust Agreement or of modifying in any manner the
rights of the Holders of Securities; provided, however, that no such amendment
shall (A) reduce in any manner the amount of, or delay the timing of, payments
received on Mortgage Loans which are required to be distributed on any Security
without the consent of the Holder of such Security, (B) adversely affect in any
material respect the interests of the Holders of any Class of Securities in a
manner other than as described in (A), without the consent of the Holders of
Securities of such Class evidencing at least 66% of the Voting Rights of such
Class, or (C) reduce the aforesaid percentage of Securities the Holders of which
are required to consent to any such amendment, without the consent of such
Holders of all Securities then outstanding; and
WHEREAS, the consent of the Holders of Securities entitled to at least
66% of the Voting Rights has been obtained with respect to the amendment
effected by Section 2 hereof; and
19
<PAGE>
WHEREAS, the parties desire to amend the terms of the Trust Agreements
as provided in this Amendment to Trust Agreements;
NOW, THEREFORE, the Depositor, the Master Servicer, and the Trustee
hereby agree to amend the terms of the Trust Agreements as follows:
AGREEMENT
1. As it applies to the Securities issued pursuant to the Trust
Agreements, Section 9.01 of the Standard Terms, as modified by the Trust
Agreements, is further amended by adding the following new paragraphs after the
fifth paragraph in Section 9.01:
Notwithstanding any other provision of this Standard Terms to
the contrary, the Holders of the majority of the Percentage
Interest in the Class R-1 Securities (the "Residual Majority")
may in connection with its election to make a Terminating
Purchase make the following additional election. If the
certificates in physical form evidencing the Regular
Securities and the Residual Securities (other than those
Securities held by the Residual Majority and by the Tax
Matters Person) issued by the Issuing Trust are surrendered to
the Trustee (duly endorsed for transfer) no later than the
second Business Day (the "Purchase Election Date") prior to
the Distribution Date on which the Terminating Purchase is to
be made (the "Purchase Date"), the Residual Majority may
elect, in lieu of purchasing the Mortgage Loans, to purchase
all of the outstanding Regular Securities and the Residual
Securities (other than those Securities held by the Residual
Majority and by the Tax Matters Person) issued by the Issuing
Trust (hereinafter, the "Securities") and to treat the
Securities so purchased as remaining outstanding and having
been purchased by the Residual Majority or its designee. In
the event that the Residual Majority elects to purchase the
Securities, the purchase price (the "Securities Purchase
Price") to be deposited in the Asset Proceeds Account shall be
100% of the aggregate Security Principal Balance of the
Securities, plus, with respect to each Class of Securities,
Accrued Pass-Through Interest with respect to the related
Distribution Date and any Accrued Pass-Through Interest from a
previous Distribution Date remaining unpaid as of the Purchase
Date; but if such election is not made on the Purchase
Election Date, then the amount to be deposited in the Asset
Proceeds Account shall be the Termination Price. In either
event, the Holders of the Securities shall be entitled to
receive the distributions set forth in this Section 9.01.
Any such further election to purchase the Securities and to
treat such Securities as outstanding shall be made by the
Residual Majority by written notice of such further election
delivered to the Trustee no later than the Purchase Election
Date. During the period after which the Trustee has given
notice of the Terminating Purchase to the Securityholders and
the Purchase Election Date, the Trustee shall use all
reasonable efforts to obtain surrender of the certificates in
physical form evidencing the Securities, together with such
certificates or documents as may be
20
<PAGE>
required to be delivered by the transferor of a Security
pursuant to Section 5.03 of the Standard Terms. On the
Purchase Date, if the Residual Majority has elected to
purchase the outstanding Securities and upon receipt by the
Trustee of such certificates, agreements and/or opinions as
may be required by any transferor or transferee pursuant to
Section 5.03 of the Standard Terms, the Trustee shall execute,
and the Security Registrar shall authenticate and deliver, in
the name of the Residual Majority or its designee, one or more
new Regular Securities and Residual Securities of the Issuing
Trust in an aggregate principal amount equal to the aggregate
outstanding principal amount of the purchased Securities as of
the date of purchase upon surrender of outstanding
certificates evidencing the Securities, except to the extent
that any of such Securities are in book entry form (in which
case the transfer of such Securities shall be effected as
provided in the Trust Agreement for the book-entry
securities).
In connection with the foregoing, and notwithstanding anything
else to the contrary contained in this Section 9.01 or
elsewhere in this Standard Terms or in the Trust Agreements,
if the Residual Majority elects to purchase the Securities
upon the surrender of the outstanding certificates in physical
form evidencing the same, then (i) such purchase shall not
result in the payment in full of the principal of, or the
cessation of interest payments on, the Securities, (ii)
neither the respective obligations and responsibilities of the
parties under the Trust Agreements, nor the Pooling Trust or
Issuing Trust, shall terminate (notwithstanding the deposit of
funds in respect of such purchase in the respective Asset
Proceeds Account, the Section 3.11 Account or the Termination
Account, as the case may be), (iii) the Mortgage Certificates
shall be treated as remaining outstanding and the Trustee of
the Issuing Trust shall not release any of the Mortgage
Certificates but shall retain such assets as assets of the
Issuing Trust, (iv) the Trustee of the Pooling Trust or the
Custodian, as the case may be, shall not release any of the
Mortgage Loan Files, but shall retain such assets as assets of
the Pooling Trust, (v) neither the Depositor nor the Pooling
Trust or Issuing Trust shall be deemed to have adopted a plan
of liquidation pursuant to Section 9.02 of the Standard Terms,
and (vi) the Master Servicer thereafter shall not elect to
cause a Terminating Purchase, provided, however, that the
Master Servicer thereafter may elect to cause a Terminating
Purchase if the Master Servicer determines, based upon an
Opinion of Counsel, that the REMIC status of any Trust REMIC
has been lost or that a substantial risk exists that such
REMIC status will be lost for the then-current taxable year.
2. As it applies to the Securities issued pursuant to the Trust
Agreements, Section 2.03 of the Standard Terms, as modified by the Pooling Trust
Agreement, is further amended by adding the following new subsection (k):
(k) Purchase of Delinquent Mortgage Loans.
The Holder of the entire Security Principal Balance of the
Class B Securities (the "Class B Holder"), at its option, may
purchase, on any date during a Prepayment
21
<PAGE>
Period, (i) any Mortgage Loan that is delinquent in payment by
90 days or more and that is in default or with respect to
which default is reasonably foreseeable, or (ii) any Mortgage
Loan with respect to which there has been initiated legal
action or other proceedings for the foreclosure of the
Mortgaged Premises either judicially or non-judicially. The
Class B Holder shall purchase any such Mortgage Loan with its
own funds at a price equal to its outstanding principal
balance plus any accrued but unpaid interest thereon at its
Note Rate through the Accounting Date preceding the
Distribution Date. To the extent that the purchase of any
Mortgage Loan pursuant to this paragraph results in the
imposition of a "prohibited transaction" tax (as such term is
defined in the Code), the Class B Holder shall reimburse the
related REMIC for the amount of such tax; provided, however,
that such reimbursement shall not result in a tax on
contributions pursuant to Code section 860G(d). Promptly
following any such purchase, the Class B Holder shall furnish
a written report to the Rating Agencies indicating the number
and aggregate unpaid principal balance of all Mortgage Loans
repurchased pursuant to this Section 2.03(k).
3. This Amendment to Trust Agreements may be executed in two or more
counterparts, each such counterpart when executed and delivered shall be an
original and all such counterparts together shall be one and the same document.
4. This Amendment to Trust Agreements shall be construed in accordance
with and governed by the laws of the Commonwealth of Virginia applicable to
agreements made and to be performed therein.
22
<PAGE>
IN WITNESS WHEREOF, the Depositor, the Master Servicer, and the Trustee
have caused this Amendment to Trust Agreements to be duly executed by their
respective officers thereunto duly authorized and their respective signatures
duly attested all as of the 1st day of May, 1997.
FINANCIAL ASSET SECURITIZATION,
INC.,
formerly known as Ryland Mortgage
Securities Corporation, as Depositor
By: /s/ R. Walter Jones IV
Name: R. Walter Jones IV
Title: President
NORWEST BANK MINNESOTA, N.A.,
assignee of Ryland Mortgage Company, as
Master Servicer
By: /s/ Michael L. Mayer
Name: Michael L. Mayer
Title: Vice President
THE BANK OF NEW
YORK, assignee of
NationsBank, N.A.,
successor to
Sovran Bank, N.A.,
not in its
individual
capacity, but
solely in its
capacity as
Trustee under the
Trust Agreements
By: /s/ Jonathan S. Chayes
Name: Jonathan S. Chayes
Title: Assistant Treasurer
23
<PAGE>
By its execution hereof, each of the undersigned holders of the Class
R-1 Securities (being all of the holders of Securities of such Class), and, in
the case of Dynex Capital, Inc., the holder of Securities entitled to at least
66% of the Voting Rights, hereby consents to the terms hereof as of the 1st day
of May, 1997.
DYNEX CAPITAL, INC.
By: /s/ Lisa R. Cooke
Name: Lisa R. Cooke
Title: Vice President
NORWEST BANK MINNESOTA, N.A.
By: /s/ Michael L. Mayer
Name: Michael L. Mayer
Title: Vice President
24
<PAGE>
COMMONWEALTH OF VIRGINIA )
) ss.
CITY OF RICHMOND )
The foregoing instrument was acknowledged before me in the City of
Richmond, Virginia this 13th day of May, 1997, by R. Walter Jones IV, President,
of Financial Asset Securitization, Inc., a Virginia corporation, on behalf of
the corporation.
Carol C. Harding
Notary Public
My Commission expires: 9/30/98
[SEAL]
STATE OF MARYLAND )
) ss.
COUNTY OF HOWARD )
The foregoing instrument was acknowledged before me in the County of
Howard, Maryland this 23rd day of May, 1997, by Michael L. Mayer, Vice President
of Norwest Bank Minnesota, N.A., a national banking association, on behalf of
the association.
David L. Navarre
Notary Public
My Commission expires: 8/18/1998
[SEAL]
25
<PAGE>
STATE OF NEW YORK )
) ss.
CITY OF NEW YORK )
The foregoing instrument was acknowledged before me in the City of New
York, New York this 30th day of May, 1997, by Jonathan S. Chayes, as Assistant
Treasurer of The Bank of New York, a New York banking corporation, on behalf of
the association.
Marilyn O. Austin
Notary Public
My Commission expires: 1/18/98
[SEAL]
COMMONWEALTH OF VIRGINIA )
) ss.
COUNTY OF HENRICO )
The foregoing instrument was acknowledged before me in the County of
Henrico, Virginia this 1st day of May, 1997, by Lisa P. Cooke, Vice President of
Dynex Capital Inc., a Virginia corporation, on behalf of the corporation.
Constance Jones
Notary Public
My Commission expires: 6/30/00
[SEAL]
26
<PAGE>
COMMONWEALTH OF VIRGINIA )
) ss.
CITY OF RICHMOND )
The foregoing instrument was acknowledged before me in the City of
Richmond, Virginia this 1st day of May, 1997, by William H. West Jr. , Executive
Vice President of SMFC One, Inc., a Virginia corporation, on behalf of the
corporation.
P. Evans
Notary Public
My Commission expires: 1/31/97
[SEAL]
27
EXHIBIT 4.3
RYLAND MORTGAGE SECURITIES CORPORATION
MORTGAGE PARTICIPATION SECURITIES
SERIES 1991-15
AMENDMENT
TO
TRUST AGREEMENTS
Dated as of
May 1, 1997
among
FINANCIAL ASSET SECURITIZATION, INC.,
formerly known as Ryland Mortgage Securities Corporation,
Depositor,
NORWEST BANK MINNESOTA, N.A.,
as assignee of Ryland Mortgage Company,
Master Servicer,
and
THE BANK OF NEW YORK,
as assignee of NationsBank, N.A., successor to Sovran Bank, N.A.,
Trustee
28
<PAGE>
AMENDMENT TO TRUST AGREEMENTS
THIS AMENDMENT TO TRUST AGREEMENTS, dated as of May 1, 1997, is made by
and among FINANCIAL ASSET SECURITIZATION, INC. (formerly known as Ryland
Mortgage Securities Corporation), a Virginia corporation, as depositor (the
"Depositor"), NORWEST BANK MINNESOTA, N.A., a national banking association (the
"Master Servicer"), as assignee of Ryland Mortgage Company, an Ohio corporation,
as master servicer, and THE BANK OF NEW YORK (the "Trustee"), a New York banking
corporation, as assignee of NationsBank, N.A., successor to Sovran Bank, N.A.,
as trustee, under each of the Pooling Trust Agreement and the Issuing Trust
Agreement, each dated as of August 1, 1991, among Ryland Mortgage Securities
Corporation, Ryland Mortgage Company, and the Trustee relating to the Ryland
Mortgage Securities Corporation Mortgage Participation Securities, Series
1991-15 (the "Trust Agreements"), which Trust Agreements incorporate by
reference the Ryland Mortgage Securities Corporation, Mortgage Participation
Securities, Standard Terms to Trust Agreement, March 1991 Edition (the "Standard
Terms"). Capitalized terms used herein shall have the meanings assigned in the
Trust Agreements unless otherwise defined herein.
RECITALS
WHEREAS, Section 11.01 of the Standard Terms provides that, subject to
the conditions specified therein, the Trust Agreements may be amended by the
Depositor, the Master Servicer, and the Trustee without the consent of any of
the Securityholders to make any provisions with respect to matters arising with
respect to the respective Trusts which are not covered by the Trust Agreements
and which shall not be inconsistent with the provisions of the Trust Agreements;
and
WHEREAS, the parties desire to amend the terms of the Trust Agreements
as provided in this Amendment to Trust Agreements;
NOW, THEREFORE, the Depositor, the Master Servicer, and the Trustee
hereby agree to amend the terms of the Trust Agreements as follows:
AGREEMENT
1. As it applies to the Securities issued pursuant to the Trust
Agreements, Section 9.01 of the Standard Terms, as modified by the Trust
Agreements, is further amended by adding the following new paragraphs after the
fifth paragraph in Section 9.01:
Notwithstanding any other provision of this Standard Terms to
the contrary, the Holders of the majority of the Percentage
Interest in the Class R-1 Securities (the "Residual Majority")
may in connection with its election to make a Terminating
Purchase make the following additional election. If the
certificates in physical form evidencing the Regular
Securities and the Residual Securities (other than those
Securities held by the Residual Majority and by the Tax
Matters Person)
29
<PAGE>
issued by the Issuing Trust are surrendered to the Trustee
(duly endorsed for transfer) no later than the second Business
Day (the "Purchase Election Date") prior to the Distribution
Date on which the Terminating Purchase is to be made (the
"Purchase Date"), the Residual Majority may elect, in lieu of
purchasing the Mortgage Loans, to purchase all of the
outstanding Regular Securities and the Residual Securities
(other than those Securities held by the Residual Majority and
by the Tax Matters Person) issued by the Issuing Trust
(hereinafter, the "Securities") and to treat the Securities so
purchased as remaining outstanding and having been purchased
by the Residual Majority or its designee. In the event that
the Residual Majority elects to purchase the Securities, the
purchase price (the "Securities Purchase Price") to be
deposited in the Asset Proceeds Account shall be 100% of the
aggregate Security Principal Balance of the Securities, plus,
with respect to each Class of Securities, Accrued Pass-Through
Interest with respect to the related Distribution Date and any
Accrued Pass-Through Interest from a previous Distribution
Date remaining unpaid as of the Purchase Date; but if such
election is not made on the Purchase Election Date, then the
amount to be deposited in the Asset Proceeds Account shall be
the Termination Price. In either event, the Holders of the
Securities shall be entitled to receive the distributions set
forth in this Section 9.01.
Any such further election to purchase the Securities and to
treat such Securities as outstanding shall be made by the
Residual Majority by written notice of such further election
delivered to the Trustee no later than the Purchase Election
Date. During the period after which the Trustee has given
notice of the Terminating Purchase to the Securityholders and
the Purchase Election Date, the Trustee shall use all
reasonable efforts to obtain surrender of the certificates in
physical form evidencing the Securities, together with such
certificates or documents as may be required to be delivered
by the transferor of a Security pursuant to Section 5.03 of
the Standard Terms. On the Purchase Date, if the Residual
Majority has elected to purchase the outstanding Securities
and upon receipt by the Trustee of such certificates,
agreements and/or opinions as may be required by any
transferor or transferee pursuant to Section 5.03 of the
Standard Terms, the Trustee shall execute, and the Security
Registrar shall authenticate and deliver, in the name of the
Residual Majority or its designee, one or more new Regular
Securities and Residual Securities of the Issuing Trust in an
aggregate principal amount equal to the aggregate outstanding
principal amount of the purchased Securities as of the date of
purchase upon surrender of outstanding certificates evidencing
the Securities, except to the extent that any of such
Securities are in book entry form (in which case the transfer
of such Securities shall be effected as provided in the Trust
Agreement for the book-entry securities).
In connection with the foregoing, and notwithstanding anything
else to the contrary contained in this Section 9.01 or
elsewhere in this Standard Terms or in the Trust Agreements,
if the Residual Majority elects to purchase the Securities
upon the surrender of the outstanding certificates in physical
form
30
<PAGE>
evidencing the same, then (i) such purchase shall not result
in the payment in full of the principal of, or the cessation
of interest payments on, the Securities, (ii) neither the
respective obligations and responsibilities of the parties
under the Trust Agreements, nor the Pooling Trust or Issuing
Trust, shall terminate (notwithstanding the deposit of funds
in respect of such purchase in the respective Asset Proceeds
Account, the Section 3.11 Account or the Termination Account,
as the case may be), (iii) the Mortgage Certificates shall be
treated as remaining outstanding and the Trustee of the
Issuing Trust shall not release any of the Mortgage
Certificates but shall retain such assets as assets of the
Issuing Trust, (iv) the Trustee of the Pooling Trust or the
Custodian, as the case may be, shall not release any of the
Mortgage Loan Files, but shall retain such assets as assets of
the Pooling Trust, (v) neither the Depositor nor the Pooling
Trust or Issuing Trust shall be deemed to have adopted a plan
of liquidation pursuant to Section 9.02 of the Standard Terms,
and (vi) the Master Servicer thereafter shall not elect to
cause a Terminating Purchase, provided, however, that the
Master Servicer thereafter may elect to cause a Terminating
Purchase if the Master Servicer determines, based upon an
Opinion of Counsel, that the REMIC status of any Trust REMIC
has been lost or that a substantial risk exists that such
REMIC status will be lost for the then-current taxable year.
2. This Amendment to Trust Agreements may be executed in two or more
counterparts, each such counterpart when executed and delivered shall be an
original and all such counterparts together shall be one and the same document.
3. This Amendment to Trust Agreements shall be construed in accordance
with and governed by the laws of the Commonwealth of Virginia applicable to
agreements made and to be performed therein.
31
<PAGE>
IN WITNESS WHEREOF, the Depositor, the Master Servicer, and the Trustee
have caused this Amendment to Trust Agreements to be duly executed by their
respective officers thereunto duly authorized and their respective signatures
duly attested all as of the 1st day of May, 1997.
FINANCIAL ASSET SECURITIZATION,
INC.,
formerly known as Ryland Mortgage
Securities Corporation, as Depositor
By: /s/ R. Walter Jones IV
Name: R. Walter Jones IV
Title: President
NORWEST BANK MINNESOTA, N.A.,
assignee of Ryland Mortgage Company, as
Master Servicer
By: /s/ Michael L. Mayer
Name: Michael L. Mayer
Title: Vice President
THE BANK OF NEW
YORK, assignee of
NationsBank, N.A.,
successor to
Sovran Bank, N.A.,
not in its
individual
capacity, but
solely in its
capacity as
Trustee under the
Trust Agreements
By: /s/ Todd N. Niemy
Name: Todd N. Niemy
Title: Vice President
32
<PAGE>
By its execution hereof, each of the undersigned holders of the Class
R-1 Securities (being all of the holders of Securities of such Class) hereby
consents to the terms hereof as of the 1st day of June, 1997.
DYNEX CAPITAL, INC.
By: /s/ Lisa R. Cooke
Name: Lisa R. Cooke
Title: Vice President
NORWEST BANK MINNESOTA, N.A.
By: /s/ Michael L. Mayer
Name: Michael L. Mayer
Title: Vice President
33
<PAGE>
COMMONWEALTH OF VIRGINIA )
) ss.
CITY OF RICHMOND )
The foregoing instrument was acknowledged before me in the City of
Richmond, Virginia this 13th day of June, 1997, by R. Walter Jones IV ,
President of Financial Asset Securitization, Inc., a Virginia corporation, on
behalf of the corporation.
Carol C. Harding
Notary Public
My Commission expires: 9/30/98
[SEAL]
STATE OF MARYLAND )
) ss.
CITY OF COLUMBIA )
The foregoing instrument was acknowledged before me in the City of
Columbia, Maryland this 11th day of June, 1997, by Michael M. Mayer, Vice
President of Norwest Bank Minnesota, N.A., a national banking association, on
behalf of the association.
Amanda G. Vitucci
Notary Public
My Commission expires: 1/26/98
[SEAL]
34
<PAGE>
STATE OF NEW YORK )
) ss.
CITY OF NEW YORK )
The foregoing instrument was acknowledged before me in the City of New
York, New York this 11th day of June, 1997, by Todd Niemy, as Vice President of
The Bank of New York, a New York banking corporation, on behalf of the
association.
O.D. Scott Jr.
Notary Public
My Commission expires: 4/29/98
[SEAL]
COMMONWEALTH OF VIRGINIA )
) ss.
CITY OF RICHMOND )
The foregoing instrument was acknowledged before me in the City of
Richmond, Virginia this 6th day of June, 1997, by Lisa R. Cooke, Vice President
of Dynex Capital, Inc., a Virginia corporation, on behalf of the corporation.
P. Evans
Notary Public
My Commission expires: 1/31/99
[SEAL]
35
EXHIBIT 4.4
RYLAND MORTGAGE SECURITIES CORPORATION
MORTGAGE PARTICIPATION SECURITIES
SERIES 1991-16
AMENDMENT
TO
TRUST AGREEMENTS
Dated as of
May 1, 1997
among
FINANCIAL ASSET SECURITIZATION, INC.,
formerly known as Ryland Mortgage Securities Corporation,
Depositor,
NORWEST BANK MINNESOTA, N.A.,
as assignee of Ryland Mortgage Company,
Master Servicer,
and
THE BANK OF NEW YORK,
as assignee of NationsBank, N.A., successor to Sovran Bank, N.A.,
Trustee
36
<PAGE>
AMENDMENT TO TRUST AGREEMENTS
THIS AMENDMENT TO TRUST AGREEMENTS, dated as of May 1, 1997, is made by
and among FINANCIAL ASSET SECURITIZATION, INC. (formerly known as Ryland
Mortgage Securities Corporation), a Virginia corporation, as depositor (the
"Depositor"), NORWEST BANK MINNESOTA, N.A., a national banking association (the
"Master Servicer"), as assignee of Ryland Mortgage Company, an Ohio corporation,
as master servicer, and THE BANK OF NEW YORK (the "Trustee"), a New York banking
corporation, as assignee of NationsBank, N.A., successor to Sovran Bank, N.A.,
as trustee, under each of the Pooling Trust Agreement and the Issuing Trust
Agreement, each dated as of September 1, 1991, among Ryland Mortgage Securities
Corporation, Ryland Mortgage Company, and the Trustee relating to the Ryland
Mortgage Securities Corporation Mortgage Participation Securities, Series
1991-16 (the "Trust Agreements"), which Trust Agreements incorporate by
reference the Ryland Mortgage Securities Corporation, Mortgage Participation
Securities, Standard Terms to Trust Agreement, March 1991 Edition (the "Standard
Terms"). Capitalized terms used herein shall have the meanings assigned in the
Trust Agreements unless otherwise defined herein.
RECITALS
WHEREAS, Section 11.01 of the Standard Terms provides that, subject to
the conditions specified therein, the Trust Agreements may be amended by the
Depositor, the Master Servicer, and the Trustee without the consent of any of
the Securityholders to make any provisions with respect to matters arising with
respect to the respective Trusts which are not covered by the Trust Agreements
and which shall not be inconsistent with the provisions of the Trust Agreements;
and
WHEREAS, the parties desire to amend the terms of the Trust Agreements
as provided in this Amendment to Trust Agreements;
NOW, THEREFORE, the Depositor, the Master Servicer, and the Trustee
hereby agree to amend the terms of the Trust Agreements as follows:
AGREEMENT
1. As it applies to the Securities issued pursuant to the Trust
Agreements, Section 9.01 of the Standard Terms, as modified by the Trust
Agreements, is further amended by adding the following new paragraphs after the
fifth paragraph in Section 9.01:
Notwithstanding any other provision of this Standard Terms to
the contrary, the Holders of the majority of the Percentage
Interest in the Class R-1 Securities (the "Residual Majority")
may in connection with its election to make a Terminating
Purchase make the following additional election. If the
certificates in physical form evidencing the Regular
Securities and the Residual Securities (other than those
Securities held by the Residual Majority and by the Tax
Matters Person)
37
<PAGE>
issued by the Issuing Trust are surrendered to the Trustee
(duly endorsed for transfer) no later than the second Business
Day (the "Purchase Election Date") prior to the Distribution
Date on which the Terminating Purchase is to be made (the
"Purchase Date"), the Residual Majority may elect, in lieu of
purchasing the Mortgage Loans, to purchase all of the
outstanding Regular Securities and the Residual Securities
(other than those Securities held by the Residual Majority and
by the Tax Matters Person) issued by the Issuing Trust
(hereinafter, the "Securities") and to treat the Securities so
purchased as remaining outstanding and having been purchased
by the Residual Majority or its designee. In the event that
the Residual Majority elects to purchase the Securities, the
purchase price (the "Securities Purchase Price") to be
deposited in the Asset Proceeds Account shall be 100% of the
aggregate Security Principal Balance of the Securities, plus,
with respect to each Class of Securities, Accrued Pass-Through
Interest with respect to the related Distribution Date and any
Accrued Pass-Through Interest from a previous Distribution
Date remaining unpaid as of the Purchase Date; but if such
election is not made on the Purchase Election Date, then the
amount to be deposited in the Asset Proceeds Account shall be
the Termination Price. In either event, the Holders of the
Securities shall be entitled to receive the distributions set
forth in this Section 9.01.
Any such further election to purchase the Securities and to
treat such Securities as outstanding shall be made by the
Residual Majority by written notice of such further election
delivered to the Trustee no later than the Purchase Election
Date. During the period after which the Trustee has given
notice of the Terminating Purchase to the Securityholders and
the Purchase Election Date, the Trustee shall use all
reasonable efforts to obtain surrender of the certificates in
physical form evidencing the Securities, together with such
certificates or documents as may be required to be delivered
by the transferor of a Security pursuant to Section 5.03 of
the Standard Terms. On the Purchase Date, if the Residual
Majority has elected to purchase the outstanding Securities
and upon receipt by the Trustee of such certificates,
agreements and/or opinions as may be required by any
transferor or transferee pursuant to Section 5.03 of the
Standard Terms, the Trustee shall execute, and the Security
Registrar shall authenticate and deliver, in the name of the
Residual Majority or its designee, one or more new Regular
Securities and Residual Securities of the Issuing Trust in an
aggregate principal amount equal to the aggregate outstanding
principal amount of the purchased Securities as of the date of
purchase upon surrender of outstanding certificates evidencing
the Securities, except to the extent that any of such
Securities are in book entry form (in which case the transfer
of such Securities shall be effected as provided in the Trust
Agreement for the book-entry securities).
In connection with the foregoing, and notwithstanding anything
else to the contrary contained in this Section 9.01 or
elsewhere in this Standard Terms or in the Trust Agreements,
if the Residual Majority elects to purchase the Securities
upon the surrender of the outstanding certificates in physical
form
38
<PAGE>
evidencing the same, then (i) such purchase shall not result
in the payment in full of the principal of, or the cessation
of interest payments on, the Securities, (ii) neither the
respective obligations and responsibilities of the parties
under the Trust Agreements, nor the Pooling Trust or Issuing
Trust, shall terminate (notwithstanding the deposit of funds
in respect of such purchase in the respective Asset Proceeds
Account, the Section 3.11 Account or the Termination Account,
as the case may be), (iii) the Mortgage Certificates shall be
treated as remaining outstanding and the Trustee of the
Issuing Trust shall not release any of the Mortgage
Certificates but shall retain such assets as assets of the
Issuing Trust, (iv) the Trustee of the Pooling Trust or the
Custodian, as the case may be, shall not release any of the
Mortgage Loan Files, but shall retain such assets as assets of
the Pooling Trust, (v) neither the Depositor nor the Pooling
Trust or Issuing Trust shall be deemed to have adopted a plan
of liquidation pursuant to Section 9.02 of the Standard Terms,
and (vi) the Master Servicer thereafter shall not elect to
cause a Terminating Purchase, provided, however, that the
Master Servicer thereafter may elect to cause a Terminating
Purchase if the Master Servicer determines, based upon an
Opinion of Counsel, that the REMIC status of any Trust REMIC
has been lost or that a substantial risk exists that such
REMIC status will be lost for the then-current taxable year.
2. This Amendment to Trust Agreements may be executed in two or more
counterparts, each such counterpart when executed and delivered shall be an
original and all such counterparts together shall be one and the same document.
3. This Amendment to Trust Agreements shall be construed in accordance
with and governed by the laws of the Commonwealth of Virginia applicable to
agreements made and to be performed therein.
39
<PAGE>
IN WITNESS WHEREOF, the Depositor, the Master Servicer, and the Trustee
have caused this Amendment to Trust Agreements to be duly executed by their
respective officers thereunto duly authorized and their respective signatures
duly attested all as of the 1st day of May, 1997.
FINANCIAL ASSET SECURITIZATION,
INC.,
formerly known as Ryland Mortgage
Securities Corporation, as Depositor
By: /s/ R. Walter Jones IV
Name: R. Walter Jones IV
Title: President
NORWEST BANK MINNESOTA, N.A.,
assignee of Ryland Mortgage Company, as
Master Servicer
By: /s/ Michael L. Mayer
Name: Michael L. Mayer
Title: Vice President
THE BANK OF NEW
YORK, assignee of
NationsBank, N.A.,
successor to
Sovran Bank, N.A.,
not in its
individual
capacity, but
solely in its
capacity as
Trustee under the
Trust Agreements
By: /s/ Todd N. Niemy
Name: Todd N. Niemy
Title: Vice President
40
<PAGE>
By its execution hereof, each of the undersigned holders of the Class
R-1 Securities (being all of the holders of Securities of such Class) hereby
consents to the terms hereof as of the 1st day of June, 1997.
DYNEX CAPITAL, INC.
By: /s/ Lisa R. Cooke
Name: Lisa R. Cooke
Title: Vice President
NORWEST BANK MINNESOTA, N.A.
By: /s/ Michael L. Mayer
Name: Michael L. Mayer
Title: Vice President
41
<PAGE>
COMMONWEALTH OF VIRGINIA )
) ss.
CITY OF RICHMOND )
The foregoing instrument was acknowledged before me in the City of
Richmond, Virginia this 13th day of June, 1997, by R. Walter Jones IV, President
of Financial Asset Securitization, Inc., a Virginia corporation, on behalf of
the corporation.
Carol C. Harding
Notary Public
My Commission expires: 9/30/98
[SEAL]
STATE OF MARYLAND )
) ss.
CITY OF COLUMBIA )
The foregoing instrument was acknowledged before me in the City of
Columbia, Maryland this 11th day of June, 1997, by Michael L. Mayer, Vice
President of Norwest Bank Minnesota, N.A., a national banking association, on
behalf of the association.
Amanda G. Vitucci
Notary Public
My Commission expires: 1/26/98
[SEAL]
42
<PAGE>
STATE OF NEW YORK )
) ss.
CITY OF NEW YORK )
The foregoing instrument was acknowledged before me in the City of New
York, New York this 11th day of June, 1997, by Todd Niemy, as Vice President of
The Bank of New York, a New York banking corporation, on behalf of the
association.
O.D. Scott, Jr.
Notary Public
My Commission expires: 4/29/98
[SEAL]
COMMONWEALTH OF VIRGINIA )
) ss.
CITY OF RICHMOND )
The foregoing instrument was acknowledged before me in the City of
Richmond, Virginia this 6th day of June, 1997, by Lisa R. Cooke, Vice President
of Dynex Capital, Inc., a Virginia corporation, on behalf of the corporation.
P. Evans
Notary Public
My Commission expires: 1/31/99
[SEAL]
43
EXHIBIT 4.5
RYLAND MORTGAGE SECURITIES CORPORATION
MORTGAGE PARTICIPATION SECURITIES
SERIES 1991-17
AMENDMENT
TO
TRUST AGREEMENTS
Dated as of
May 1, 1997
among
FINANCIAL ASSET SECURITIZATION, INC.,
formerly known as Ryland Mortgage Securities Corporation,
Depositor,
NORWEST BANK MINNESOTA, N.A.,
as assignee of Ryland Mortgage Company,
Master Servicer,
and
THE BANK OF NEW YORK,
as assignee of NationsBank, N.A., successor to Sovran Bank, N.A.,
Trustee
44
<PAGE>
AMENDMENT TO TRUST AGREEMENTS
THIS AMENDMENT TO TRUST AGREEMENTS, dated as of May 1, 1997, is made by
and among FINANCIAL ASSET SECURITIZATION, INC. (formerly known as Ryland
Mortgage Securities Corporation), a Virginia corporation, as depositor (the
"Depositor"), NORWEST BANK MINNESOTA, N.A., a national banking association (the
"Master Servicer"), as assignee of Ryland Mortgage Company, an Ohio corporation,
as master servicer, and THE BANK OF NEW YORK (the "Trustee"), a New York banking
corporation, as assignee of NationsBank, N.A., successor to Sovran Bank, N.A.,
as trustee, under each of the Pooling Trust Agreement and the Issuing Trust
Agreement, each dated as of October 1, 1991, among Ryland Mortgage Securities
Corporation, Ryland Mortgage Company, and the Trustee relating to the Ryland
Mortgage Securities Corporation Mortgage Participation Securities, Series
1991-17 (the "Trust Agreements"), which Trust Agreements incorporate by
reference the Ryland Mortgage Securities Corporation, Mortgage Participation
Securities, Standard Terms to Trust Agreement, March 1991 Edition (the "Standard
Terms"). Capitalized terms used herein shall have the meanings assigned in the
Trust Agreements unless otherwise defined herein.
RECITALS
WHEREAS, Section 11.01 of the Standard Terms provides that, subject to
the conditions specified therein, the Trust Agreements may be amended by the
Depositor, the Master Servicer, and the Trustee without the consent of any of
the Securityholders to make any provisions with respect to matters arising with
respect to the respective Trusts which are not covered by the Trust Agreements
and which shall not be inconsistent with the provisions of the Trust Agreements;
and
WHEREAS, the parties desire to amend the terms of the Trust Agreements
as provided in this Amendment to Trust Agreements;
NOW, THEREFORE, the Depositor, the Master Servicer, and the Trustee
hereby agree to amend the terms of the Trust Agreements as follows:
AGREEMENT
1. As it applies to the Securities issued pursuant to the Trust
Agreements, Section 9.01 of the Standard Terms, as modified by the Trust
Agreements, is further amended by adding the following new paragraphs after the
fifth paragraph in Section 9.01:
Notwithstanding any other provision of this Standard Terms to
the contrary, the Holders of the majority of the Percentage
Interest in the Class R-1 Securities (the "Residual Majority")
may in connection with its election to make a Terminating
Purchase make the following additional election. If the
certificates in physical form evidencing the Regular
Securities and the Residual Securities (other than those
Securities held by the Residual Majority and by the Tax
Matters Person)
45
<PAGE>
issued by the Issuing Trust are surrendered to the Trustee
(duly endorsed for transfer) no later than the second Business
Day (the "Purchase Election Date") prior to the Distribution
Date on which the Terminating Purchase is to be made (the
"Purchase Date"), the Residual Majority may elect, in lieu of
purchasing the Mortgage Loans, to purchase all of the
outstanding Regular Securities and the Residual Securities
(other than those Securities held by the Residual Majority and
by the Tax Matters Person) issued by the Issuing Trust
(hereinafter, the "Securities") and to treat the Securities so
purchased as remaining outstanding and having been purchased
by the Residual Majority or its designee. In the event that
the Residual Majority elects to purchase the Securities, the
purchase price (the "Securities Purchase Price") to be
deposited in the Asset Proceeds Account shall be 100% of the
aggregate Security Principal Balance of the Securities, plus,
with respect to each Class of Securities, Accrued Pass-Through
Interest with respect to the related Distribution Date and any
Accrued Pass-Through Interest from a previous Distribution
Date remaining unpaid as of the Purchase Date; but if such
election is not made on the Purchase Election Date, then the
amount to be deposited in the Asset Proceeds Account shall be
the Termination Price. In either event, the Holders of the
Securities shall be entitled to receive the distributions set
forth in this Section 9.01.
Any such further election to purchase the Securities and to
treat such Securities as outstanding shall be made by the
Residual Majority by written notice of such further election
delivered to the Trustee no later than the Purchase Election
Date. During the period after which the Trustee has given
notice of the Terminating Purchase to the Securityholders and
the Purchase Election Date, the Trustee shall use all
reasonable efforts to obtain surrender of the certificates in
physical form evidencing the Securities, together with such
certificates or documents as may be required to be delivered
by the transferor of a Security pursuant to Section 5.03 of
the Standard Terms. On the Purchase Date, if the Residual
Majority has elected to purchase the outstanding Securities
and upon receipt by the Trustee of such certificates,
agreements and/or opinions as may be required by any
transferor or transferee pursuant to Section 5.03 of the
Standard Terms, the Trustee shall execute, and the Security
Registrar shall authenticate and deliver, in the name of the
Residual Majority or its designee, one or more new Regular
Securities and Residual Securities of the Issuing Trust in an
aggregate principal amount equal to the aggregate outstanding
principal amount of the purchased Securities as of the date of
purchase upon surrender of outstanding certificates evidencing
the Securities, except to the extent that any of such
Securities are in book entry form (in which case the transfer
of such Securities shall be effected as provided in the Trust
Agreement for the book-entry securities).
In connection with the foregoing, and notwithstanding anything
else to the contrary contained in this Section 9.01 or
elsewhere in this Standard Terms or in the Trust Agreements,
if the Residual Majority elects to purchase the Securities
upon the surrender of the outstanding certificates in physical
form
46
<PAGE>
evidencing the same, then (i) such purchase shall not result
in the payment in full of the principal of, or the cessation
of interest payments on, the Securities, (ii) neither the
respective obligations and responsibilities of the parties
under the Trust Agreements, nor the Pooling Trust or Issuing
Trust, shall terminate (notwithstanding the deposit of funds
in respect of such purchase in the respective Asset Proceeds
Account, the Section 3.11 Account or the Termination Account,
as the case may be), (iii) the Mortgage Certificates shall be
treated as remaining outstanding and the Trustee of the
Issuing Trust shall not release any of the Mortgage
Certificates but shall retain such assets as assets of the
Issuing Trust, (iv) the Trustee of the Pooling Trust or the
Custodian, as the case may be, shall not release any of the
Mortgage Loan Files, but shall retain such assets as assets of
the Pooling Trust, (v) neither the Depositor nor the Pooling
Trust or Issuing Trust shall be deemed to have adopted a plan
of liquidation pursuant to Section 9.02 of the Standard Terms,
and (vi) the Master Servicer thereafter shall not elect to
cause a Terminating Purchase, provided, however, that the
Master Servicer thereafter may elect to cause a Terminating
Purchase if the Master Servicer determines, based upon an
Opinion of Counsel, that the REMIC status of any Trust REMIC
has been lost or that a substantial risk exists that such
REMIC status will be lost for the then-current taxable year.
2. This Amendment to Trust Agreements may be executed in two or more
counterparts, each such counterpart when executed and delivered shall be an
original and all such counterparts together shall be one and the same document.
3. This Amendment to Trust Agreements shall be construed in accordance
with and governed by the laws of the Commonwealth of Virginia applicable to
agreements made and to be performed therein.
47
<PAGE>
IN WITNESS WHEREOF, the Depositor, the Master Servicer, and the Trustee
have caused this Amendment to Trust Agreements to be duly executed by their
respective officers thereunto duly authorized and their respective signatures
duly attested all as of the 1st day of May, 1997.
FINANCIAL ASSET SECURITIZATION,
INC.,
formerly known as Ryland Mortgage
Securities Corporation, as Depositor
By: /s/ R. Walter Jones IV
Name: R. Walter Jones IV
Title: President
NORWEST BANK MINNESOTA, N.A.,
assignee of Ryland Mortgage Company, as
Master Servicer
By: /s/ Michael L. Mayer
Name: Michael L. Mayer
Title: Vice President
THE BANK OF NEW
YORK, assignee of
NationsBank, N.A.,
successor to
Sovran Bank, N.A.,
not in its
individual
capacity, but
solely in its
capacity as
Trustee under the
Trust Agreements
By: /s/ Todd Niemy
Name: Todd Niemy
Title: Vice President
48
<PAGE>
By its execution hereof, each of the undersigned holders of the Class
R-1 Securities (being all of the holders of Securities of such Class) hereby
consents to the terms hereof as of the 1st day of June, 1997.
DYNEX CAPITAL, INC.
By: /s/ Lisa R. Cooke
Name: Lisa R. Cooke
Title: Vice President
NORWEST BANK MINNESOTA, N.A.
By: /s/ Michael L. Mayer
Name: Michael L. Mayer
Title: Vice President
49
<PAGE>
COMMONWEALTH OF VIRGINIA )
) ss.
CITY OF RICHMOND )
The foregoing instrument was acknowledged before me in the City of
Richmond, Virginia this 13th day of June, 1997, by R. Walter Jones IV, President
of Financial Asset Securitization, Inc., a Virginia corporation, on behalf of
the corporation.
Carol C. Harding
Notary Public
My Commission expires: 9/30/98
[SEAL]
STATE OF MARYLAND )
) ss.
CITY OF COLUMBIA )
The foregoing instrument was acknowledged before me in the City of
Columbia, Maryland this 11th day of June, 1997, by Michael L. Mayer, Vice
President of Norwest Bank Minnesota, N.A., a national banking association, on
behalf of the association.
Amanda G Vitucci
Notary Public
My Commission expires: 1/26/98
[SEAL]
50
<PAGE>
STATE OF NEW YORK )
) ss.
CITY OF NEW YORK )
The foregoing instrument was acknowledged before me in the City of New
York, New York this 11th day of June, 1997, by Todd Niemy, as Vice President of
The Bank of New York, a New York banking corporation, on behalf of the
association.
O.D. Scott, Jr.
Notary Public
My Commission expires: 4/29/98
[SEAL]
COMMONWEALTH OF VIRGINIA )
) ss.
CITY OF RICHMOND )
The foregoing instrument was acknowledged before me in the City of
Richmond, Virginia this 6th day of June, 1997, by Lisa R. Cooke, Vice President
of Dynex Capital, Inc., a Virginia corporation, on behalf of the corporation.
P. Evans
Notary Public
My Commission expires: 1/31/99
[SEAL]
51
EXHIBIT 4.5
RYLAND MORTGAGE SECURITIES CORPORATION
MORTGAGE PARTICIPATION SECURITIES
SERIES 1991-19
AMENDMENT
TO
TRUST AGREEMENTS
Dated as of
May 1, 1997
among
FINANCIAL ASSET SECURITIZATION, INC.,
formerly known as Ryland Mortgage Securities Corporation,
Depositor,
NORWEST BANK MINNESOTA, N.A.,
as assignee of Ryland Mortgage Company,
Master Servicer,
and
THE BANK OF NEW YORK,
as assignee of NationsBank, N.A., successor to Sovran Bank, N.A.,
Trustee
52
<PAGE>
AMENDMENT TO TRUST AGREEMENTS
THIS AMENDMENT TO TRUST AGREEMENTS, dated as of May 1, 1997, is made by
and among FINANCIAL ASSET SECURITIZATION, INC. (formerly known as Ryland
Mortgage Securities Corporation), a Virginia corporation, as depositor (the
"Depositor"), NORWEST BANK MINNESOTA, N.A., a national banking association (the
"Master Servicer"), as assignee of Ryland Mortgage Company, an Ohio corporation,
as master servicer, and THE BANK OF NEW YORK (the "Trustee"), a New York banking
corporation, as assignee of NationsBank, N.A., successor to Sovran Bank, N.A.,
as trustee, under each of the Pooling Trust Agreement and the Issuing Trust
Agreement, each dated as of November 1, 1991, among Ryland Mortgage Securities
Corporation, Ryland Mortgage Company, and the Trustee relating to the Ryland
Mortgage Securities Corporation Mortgage Participation Securities, Series
1991-19 (the "Trust Agreements"), which Trust Agreements incorporate by
reference the Ryland Mortgage Securities Corporation, Mortgage Participation
Securities, Standard Terms to Trust Agreement, March 1991 Edition (the "Standard
Terms"). Capitalized terms used herein shall have the meanings assigned in the
Trust Agreements unless otherwise defined herein.
RECITALS
WHEREAS, Section 11.01 of the Standard Terms provides that, subject to
the conditions specified therein, the Trust Agreements may be amended by the
Depositor, the Master Servicer, and the Trustee without the consent of any of
the Securityholders to make any provisions with respect to matters arising with
respect to the respective Trusts which are not covered by the Trust Agreements
and which shall not be inconsistent with the provisions of the Trust Agreements;
and
WHEREAS, the parties desire to amend the terms of the Trust Agreements
as provided in this Amendment to Trust Agreements;
NOW, THEREFORE, the Depositor, the Master Servicer, and the Trustee
hereby agree to amend the terms of the Trust Agreements as follows:
AGREEMENT
1. As it applies to the Securities issued pursuant to the Trust
Agreements, Section 9.01 of the Standard Terms, as modified by the Trust
Agreements, is further amended by adding the following new paragraphs after the
fifth paragraph in Section 9.01:
Notwithstanding any other provision of this Standard Terms to
the contrary, the Holders of the majority of the Percentage
Interest in the Class R-1 Securities (the "Residual Majority")
may in connection with its election to make a Terminating
Purchase make the following additional election. If the
certificates in physical form evidencing the Regular
Securities and the Residual Securities (other than those
Securities held by the Residual Majority and by the Tax
Matters Person)
53
<PAGE>
issued by the Issuing Trust are surrendered to the Trustee
(duly endorsed for transfer) no later than the second Business
Day (the "Purchase Election Date") prior to the Distribution
Date on which the Terminating Purchase is to be made (the
"Purchase Date"), the Residual Majority may elect, in lieu of
purchasing the Mortgage Loans, to purchase all of the
outstanding Regular Securities and the Residual Securities
(other than those Securities held by the Residual Majority and
by the Tax Matters Person) issued by the Issuing Trust
(hereinafter, the "Securities") and to treat the Securities so
purchased as remaining outstanding and having been purchased
by the Residual Majority or its designee. In the event that
the Residual Majority elects to purchase the Securities, the
purchase price (the "Securities Purchase Price") to be
deposited in the Asset Proceeds Account shall be 100% of the
aggregate Security Principal Balance of the Securities, plus,
with respect to each Class of Securities, Accrued Pass-Through
Interest with respect to the related Distribution Date and any
Accrued Pass-Through Interest from a previous Distribution
Date remaining unpaid as of the Purchase Date; but if such
election is not made on the Purchase Election Date, then the
amount to be deposited in the Asset Proceeds Account shall be
the Termination Price. In either event, the Holders of the
Securities shall be entitled to receive the distributions set
forth in this Section 9.01.
Any such further election to purchase the Securities and to
treat such Securities as outstanding shall be made by the
Residual Majority by written notice of such further election
delivered to the Trustee no later than the Purchase Election
Date. During the period after which the Trustee has given
notice of the Terminating Purchase to the Securityholders and
the Purchase Election Date, the Trustee shall use all
reasonable efforts to obtain surrender of the certificates in
physical form evidencing the Securities, together with such
certificates or documents as may be required to be delivered
by the transferor of a Security pursuant to Section 5.03 of
the Standard Terms. On the Purchase Date, if the Residual
Majority has elected to purchase the outstanding Securities
and upon receipt by the Trustee of such certificates,
agreements and/or opinions as may be required by any
transferor or transferee pursuant to Section 5.03 of the
Standard Terms, the Trustee shall execute, and the Security
Registrar shall authenticate and deliver, in the name of the
Residual Majority or its designee, one or more new Regular
Securities and Residual Securities of the Issuing Trust in an
aggregate principal amount equal to the aggregate outstanding
principal amount of the purchased Securities as of the date of
purchase upon surrender of outstanding certificates evidencing
the Securities, except to the extent that any of such
Securities are in book entry form (in which case the transfer
of such Securities shall be effected as provided in the Trust
Agreement for the book-entry securities).
In connection with the foregoing, and notwithstanding anything
else to the contrary contained in this Section 9.01 or
elsewhere in this Standard Terms or in the Trust Agreements,
if the Residual Majority elects to purchase the Securities
upon the surrender of the outstanding certificates in physical
form
54
<PAGE>
evidencing the same, then (i) such purchase shall not result
in the payment in full of the principal of, or the cessation
of interest payments on, the Securities, (ii) neither the
respective obligations and responsibilities of the parties
under the Trust Agreements, nor the Pooling Trust or Issuing
Trust, shall terminate (notwithstanding the deposit of funds
in respect of such purchase in the respective Asset Proceeds
Account, the Section 3.11 Account or the Termination Account,
as the case may be), (iii) the Mortgage Certificates shall be
treated as remaining outstanding and the Trustee of the
Issuing Trust shall not release any of the Mortgage
Certificates but shall retain such assets as assets of the
Issuing Trust, (iv) the Trustee of the Pooling Trust or the
Custodian, as the case may be, shall not release any of the
Mortgage Loan Files, but shall retain such assets as assets of
the Pooling Trust, (v) neither the Depositor nor the Pooling
Trust or Issuing Trust shall be deemed to have adopted a plan
of liquidation pursuant to Section 9.02 of the Standard Terms,
and (vi) the Master Servicer thereafter shall not elect to
cause a Terminating Purchase, provided, however, that the
Master Servicer thereafter may elect to cause a Terminating
Purchase if the Master Servicer determines, based upon an
Opinion of Counsel, that the REMIC status of any Trust REMIC
has been lost or that a substantial risk exists that such
REMIC status will be lost for the then-current taxable year.
2. This Amendment to Trust Agreements may be executed in two or more
counterparts, each such counterpart when executed and delivered shall be an
original and all such counterparts together shall be one and the same document.
3. This Amendment to Trust Agreements shall be construed in accordance
with and governed by the laws of the Commonwealth of Virginia applicable to
agreements made and to be performed therein.
55
<PAGE>
IN WITNESS WHEREOF, the Depositor, the Master Servicer, and the Trustee
have caused this Amendment to Trust Agreements to be duly executed by their
respective officers thereunto duly authorized and their respective signatures
duly attested all as of the 1st day of May, 1997.
FINANCIAL ASSET SECURITIZATION,
INC.,
formerly known as Ryland Mortgage
Securities Corporation, as Depositor
By: /s/ R. Walter Jones IV
Name: R. Walter Jones IV
Title: President
NORWEST BANK MINNESOTA, N.A.,
assignee of Ryland Mortgage Company, as
Master Servicer
By: /s/ Michael L. Mayer
Name: Michael L. Mayer
Title: Vice President
THE BANK OF NEW
YORK, assignee of
NationsBank, N.A.,
successor to
Sovran Bank, N.A.,
not in its
individual
capacity, but
solely in its
capacity as
Trustee under the
Trust Agreements
By: /s/ Todd Niemy
Name: Todd Niemy
Title: Vice President
56
<PAGE>
By its execution hereof, each of the undersigned holders of the Class
R-1 Securities (being all of the holders of Securities of such Class) hereby
consents to the terms hereof as of the 1st day of June, 1997.
DYNEX CAPITAL, INC.
By: /s/ Lisa R. Cooke
Name: Lisa R. Cooke
Title: Vice President
NORWEST BANK MINNESOTA, N.A.
By: /s/ Michael L. Mayer
Name: Michael L. Mayer
Title: Vice President
57
<PAGE>
COMMONWEALTH OF VIRGINIA )
) ss.
CITY OF RICHMOND )
The foregoing instrument was acknowledged before me in the City of
Richmond, Virginia this 13th day of June, 1997, by R. Walter Jones IV, President
of Financial Asset Securitization, Inc., a Virginia corporation, on behalf of
the corporation.
Carol C. Harding
Notary Public
My Commission expires: 9/30/98
[SEAL]
STATE OF MARYLAND )
) ss.
CITY OF COLUMBIA )
The foregoing instrument was acknowledged before me in the City of
Columbia, Maryland this 11th day of June, 1997, by Michael L. Mayer, Vice
President of Norwest Bank Minnesota, N.A., a national banking association, on
behalf of the association.
Amanda G Vitucci
Notary Public
My Commission expires: 1/26/98
[SEAL]
58
<PAGE>
STATE OF NEW YORK )
) ss.
CITY OF NEW YORK )
The foregoing instrument was acknowledged before me in the City of New
York, New York this 11th day of June, 1997, by Todd Niemy, as Vice President of
The Bank of New York, a New York banking corporation, on behalf of the
association.
O.D. Scott, Jr.
Notary Public
My Commission expires: 4/29/98
[SEAL]
COMMONWEALTH OF VIRGINIA )
) ss.
CITY OF RICHMOND )
The foregoing instrument was acknowledged before me in the City of
Richmond, Virginia this 6th day of June, 1997, by Lisa R. Cooke, Vice President
of Dynex Capital, Inc., a Virginia corporation, on behalf of the corporation.
P. Evans
Notary Public
My Commission expires: 1/31/99
[SEAL]
59
EXHIBIT 4.7
RYLAND MORTGAGE SECURITIES CORPORATION
MORTGAGE PARTICIPATION SECURITIES
SERIES 1992-1
AMENDMENT
TO
TRUST AGREEMENTS
Dated as of
May 1, 1997
among
FINANCIAL ASSET SECURITIZATION, INC.,
formerly known as Ryland Mortgage Securities Corporation,
Depositor,
NORWEST BANK MINNESOTA, N.A.,
as assignee of Ryland Mortgage Company,
Master Servicer,
and
THE BANK OF NEW YORK,
as assignee of NationsBank, N.A., formerly known
as NationsBank of Virginia, N.A.,
Trustee
60
<PAGE>
AMENDMENT TO TRUST AGREEMENTS
THIS AMENDMENT TO TRUST AGREEMENTS, dated as of May 1, 1997, is made by
and among FINANCIAL ASSET SECURITIZATION, INC. (formerly known as Ryland
Mortgage Securities Corporation), a Virginia corporation, as depositor (the
"Depositor"), NORWEST BANK MINNESOTA, N.A., a national banking association (the
"Master Servicer"), as assignee of Ryland Mortgage Company, an Ohio corporation,
as master servicer, and THE BANK OF NEW YORK (the "Trustee"), a New York banking
corporation, as assignee of NationsBank, N.A., formerly known as NationsBank of
Virginia, N.A., as trustee, under each of the Pooling Trust Agreement and the
Issuing Trust Agreement, each dated as of January 1, 1992, among Ryland Mortgage
Securities Corporation, Ryland Mortgage Company, and the Trustee relating to the
Ryland Mortgage Securities Corporation Mortgage Participation Securities, Series
1992-1 (the "Trust Agreements"), which Trust Agreements incorporate by reference
the Ryland Mortgage Securities Corporation, Mortgage Participation Securities,
Standard Terms to Trust Agreement, March 1991 Edition (the "Standard Terms").
Capitalized terms used herein shall have the meanings assigned in the Trust
Agreements unless otherwise defined herein.
RECITALS
WHEREAS, Section 11.01 of the Standard Terms provides that, subject to
the conditions specified therein, the Trust Agreements may be amended by the
Depositor, the Master Servicer, and the Trustee without the consent of any of
the Securityholders to make any provisions with respect to matters arising with
respect to the respective Trusts which are not covered by the Trust Agreements
and which shall not be inconsistent with the provisions of the Trust Agreements;
and
WHEREAS, the parties desire to amend the terms of the Trust Agreements
as provided in this Amendment to Trust Agreements;
NOW, THEREFORE, the Depositor, the Master Servicer, and the Trustee
hereby agree to amend the terms of the Trust Agreements as follows:
AGREEMENT
1. As it applies to the Securities issued pursuant to the Trust
Agreements, Section 9.01 of the Standard Terms, as modified by the Trust
Agreements, is further amended by adding the following new paragraphs after the
fifth paragraph in Section 9.01:
Notwithstanding any other provision of this Standard Terms to
the contrary, the Holders of the majority of the Percentage
Interest in the Class R-1 Securities (the "Residual Majority")
may in connection with its election to make a Terminating
Purchase make the following additional election. If the
certificates in physical form evidencing the Regular
Securities and the Residual Securities (other than
61
<PAGE>
those Securities held by the Residual Majority and by the Tax
Matters Person) issued by the Issuing Trust are surrendered to
the Trustee (duly endorsed for transfer) no later than the
second Business Day (the "Purchase Election Date") prior to
the Distribution Date on which the Terminating Purchase is to
be made (the "Purchase Date"), the Residual Majority may
elect, in lieu of purchasing the Mortgage Loans, to purchase
all of the outstanding Regular Securities and the Residual
Securities (other than those Securities held by the Residual
Majority and by the Tax Matters Person) issued by the Issuing
Trust (hereinafter, the "Securities") and to treat the
Securities so purchased as remaining outstanding and having
been purchased by the Residual Majority or its designee. In
the event that the Residual Majority elects to purchase the
Securities, the purchase price (the "Securities Purchase
Price") to be deposited in the Asset Proceeds Account shall be
100% of the aggregate Security Principal Balance of the
Securities, plus, with respect to each Class of Securities,
Accrued Pass-Through Interest with respect to the related
Distribution Date and any Accrued Pass-Through Interest from a
previous Distribution Date remaining unpaid as of the Purchase
Date; but if such election is not made on the Purchase
Election Date, then the amount to be deposited in the Asset
Proceeds Account shall be the Termination Price. In either
event, the Holders of the Securities shall be entitled to
receive the distributions set forth in this Section 9.01.
Any such further election to purchase the Securities and to
treat such Securities as outstanding shall be made by the
Residual Majority by written notice of such further election
delivered to the Trustee no later than the Purchase Election
Date. During the period after which the Trustee has given
notice of the Terminating Purchase to the Securityholders and
the Purchase Election Date, the Trustee shall use all
reasonable efforts to obtain surrender of the certificates in
physical form evidencing the Securities, together with such
certificates or documents as may be required to be delivered
by the transferor of a Security pursuant to Section 5.03 of
the Standard Terms. On the Purchase Date, if the Residual
Majority has elected to purchase the outstanding Securities
and upon receipt by the Trustee of such certificates,
agreements and/or opinions as may be required by any
transferor or transferee pursuant to Section 5.03 of the
Standard Terms, the Trustee shall execute, and the Security
Registrar shall authenticate and deliver, in the name of the
Residual Majority or its designee, one or more new Regular
Securities and Residual Securities of the Issuing Trust in an
aggregate principal amount equal to the aggregate outstanding
principal amount of the purchased Securities as of the date of
purchase upon surrender of outstanding certificates evidencing
the Securities, except to the extent that any of such
Securities are in book entry form (in which case the transfer
of such Securities shall be effected as provided in the Trust
Agreement for the book-entry securities).
In connection with the foregoing, and notwithstanding anything
else to the contrary contained in this Section 9.01 or
elsewhere in this Standard Terms or in the Trust Agreements,
if the Residual Majority elects to purchase the
62
<PAGE>
Securities upon the surrender of the outstanding certificates
in physical form evidencing the same, then (i) such purchase
shall not result in the payment in full of the principal of,
or the cessation of interest payments on, the Securities, (ii)
neither the respective obligations and responsibilities of the
parties under the Trust Agreements, nor the Pooling Trust or
Issuing Trust, shall terminate (notwithstanding the deposit of
funds in respect of such purchase in the respective Asset
Proceeds Account, the Section 3.11 Account or the Termination
Account, as the case may be), (iii) the Mortgage Certificates
shall be treated as remaining outstanding and the Trustee of
the Issuing Trust shall not release any of the Mortgage
Certificates but shall retain such assets as assets of the
Issuing Trust, (iv) the Trustee of the Pooling Trust or the
Custodian, as the case may be, shall not release any of the
Mortgage Loan Files, but shall retain such assets as assets of
the Pooling Trust, (v) neither the Depositor nor the Pooling
Trust or Issuing Trust shall be deemed to have adopted a plan
of liquidation pursuant to Section 9.02 of the Standard Terms,
and (vi) the Master Servicer thereafter shall not elect to
cause a Terminating Purchase, provided, however, that the
Master Servicer thereafter may elect to cause a Terminating
Purchase if the Master Servicer determines, based upon an
Opinion of Counsel, that the REMIC status of any Trust REMIC
has been lost or that a substantial risk exists that such
REMIC status will be lost for the then-current taxable year.
2. This Amendment to Trust Agreements may be executed in two or more
counterparts, each such counterpart when executed and delivered shall be an
original and all such counterparts together shall be one and the same document.
3. This Amendment to Trust Agreements shall be construed in accordance
with and governed by the laws of the Commonwealth of Virginia applicable to
agreements made and to be performed therein.
63
<PAGE>
IN WITNESS WHEREOF, the Depositor, the Master Servicer, and the Trustee
have caused this Amendment to Trust Agreements to be duly executed by their
respective officers thereunto duly authorized and their respective signatures
duly attested all as of the 1st day of May, 1997.
FINANCIAL ASSET SECURITIZATION,
INC.,
formerly known as Ryland Mortgage
Securities Corporation, as Depositor
By: /s/ R. Walter Jones IV
Name: R. Walter Jones IV
Title: President
NORWEST BANK MINNESOTA, N.A.,
assignee of Ryland Mortgage Company, as
Master Servicer
By: /s/ Michael L. Mayer
Name: Michael L. Mayer
Title: Vice President
THE BANK OF NEW YORK,
assignee of NationsBank, N.A.,
successor to Sovran Bank, N.A.,
not in its individual
capacity, but solely in its
capacity as Trustee under the
Trust Agreements
By: /s/ Todd Niemy
Name: Todd Niemy
Title: Vice President
64
<PAGE>
By its execution hereof, each of the undersigned holders of the Class
R-1 Securities (being all of the holders of Securities of such Class) hereby
consents to the terms hereof as of the 1st day of June, 1997.
DYNEX CAPITAL, INC.
By: /s/ Lisa R. Cooke
Name: Lisa R. Cooke
Title: Vice President
NORWEST BANK MINNESOTA, N.A.
By: /s/ Michael L. Mayer
Name: Michael L. Mayer
Title: Vice President
65
<PAGE>
COMMONWEALTH OF VIRGINIA )
) ss.
CITY OF RICHMOND )
The foregoing instrument was acknowledged before me in the City of
Richmond, Virginia this 13th day of June, 1997, by R. Walter Jones IV, President
of Financial Asset Securitization, Inc., a Virginia corporation, on behalf of
the corporation.
Carol C. Harding
Notary Public
My Commission expires: 9/30/98
[SEAL]
STATE OF MARYLAND )
) ss.
CITY OF COLUMBIA )
The foregoing instrument was acknowledged before me in the City of
Columbia, Maryland this 11th day of June, 1997, by Michael L. Mayer, Vice
President of Norwest Bank Minnesota, N.A., a national banking association, on
behalf of the association.
Amanda G Vitucci
Notary Public
My Commission expires: 1/26/98
[SEAL]
66
<PAGE>
STATE OF NEW YORK )
) ss.
CITY OF NEW YORK )
The foregoing instrument was acknowledged before me in the City of New
York, New York this 11th day of June, 1997, by Todd Niemy, as Vice President of
The Bank of New York, a New York banking corporation, on behalf of the
association.
O.D. Scott, Jr.
Notary Public
My Commission expires: 4/29/98
[SEAL]
COMMONWEALTH OF VIRGINIA )
) ss.
CITY OF RICHMOND )
The foregoing instrument was acknowledged before me in the City of
Richmond, Virginia this 6th day of June, 1997, by Lisa R. Cooke, Vice President
of Dynex Capital, Inc., a Virginia corporation, on behalf of the corporation.
P. Evans
Notary Public
My Commission expires: 1/31/99
[SEAL]
67
EXHIBIT 4.8
RYLAND MORTGAGE SECURITIES CORPORATION
MORTGAGE PARTICIPATION SECURITIES
SERIES 1992-4
AMENDMENT
TO
TRUST AGREEMENTS
Dated as of
May 1, 1997
among
FINANCIAL ASSET SECURITIZATION, INC.,
formerly known as Ryland Mortgage Securities Corporation,
Depositor,
NORWEST BANK MINNESOTA, N.A.,
as assignee of Ryland Mortgage Company,
Master Servicer,
and
THE BANK OF NEW YORK,
as assignee of NationsBank, N.A., formerly known
as NationsBank of Virginia, N.A.,
Trustee
68
<PAGE>
AMENDMENT TO TRUST AGREEMENTS
THIS AMENDMENT TO TRUST AGREEMENTS, dated as of May 1, 1997, is made by
and among FINANCIAL ASSET SECURITIZATION, INC. (formerly known as Ryland
Mortgage Securities Corporation), a Virginia corporation, as depositor (the
"Depositor"), NORWEST BANK MINNESOTA, N.A., a national banking association (the
"Master Servicer"), as assignee of Ryland Mortgage Company, an Ohio corporation,
as master servicer, and THE BANK OF NEW YORK (the "Trustee"), a New York banking
corporation, as assignee of NationsBank, N.A., formerly known as NationsBank of
Virginia, N.A., as trustee, under each of the Pooling Trust Agreement and the
Issuing Trust Agreement, each dated as of February 1, 1992, among Ryland
Mortgage Securities Corporation, Ryland Mortgage Company, and the Trustee
relating to the Ryland Mortgage Securities Corporation Mortgage Participation
Securities, Series 1992-4 (the "Trust Agreements"), which Trust Agreements
incorporate by reference the Ryland Mortgage Securities Corporation, Mortgage
Participation Securities, Standard Terms to Trust Agreement, March 1991 Edition
(the "Standard Terms"). Capitalized terms used herein shall have the meanings
assigned in the Trust Agreements unless otherwise defined herein.
RECITALS
WHEREAS, Section 11.01 of the Standard Terms provides that, subject to
the conditions specified therein, the Trust Agreements may be amended by the
Depositor, the Master Servicer, and the Trustee without the consent of any of
the Securityholders to make any provisions with respect to matters arising with
respect to the respective Trusts which are not covered by the Trust Agreements
and which shall not be inconsistent with the provisions of the Trust Agreements;
and
WHEREAS, the parties desire to amend the terms of the Trust Agreements
as provided in this Amendment to Trust Agreements;
NOW, THEREFORE, the Depositor, the Master Servicer, and the Trustee
hereby agree to amend the terms of the Trust Agreements as follows:
AGREEMENT
1. As it applies to the Securities issued pursuant to the Trust
Agreements, Section 9.01 of the Standard Terms, as modified by the Trust
Agreements, is further amended by adding the following new paragraphs after the
fifth paragraph in Section 9.01:
Notwithstanding any other provision of this Standard Terms to
the contrary, the Holders of the majority of the Percentage
Interest in the Class R-1 Securities (the "Residual Majority")
may in connection with its election to make a Terminating
Purchase make the following additional election. If the
certificates in physical form evidencing the Regular
Securities and the Residual Securities (other than
69
<PAGE>
those Securities held by the Residual Majority and by the Tax
Matters Person) issued by the Issuing Trust are surrendered to
the Trustee (duly endorsed for transfer) no later than the
second Business Day (the "Purchase Election Date") prior to
the Distribution Date on which the Terminating Purchase is to
be made (the "Purchase Date"), the Residual Majority may
elect, in lieu of purchasing the Mortgage Loans, to purchase
all of the outstanding Regular Securities and the Residual
Securities (other than those Securities held by the Residual
Majority and by the Tax Matters Person) issued by the Issuing
Trust (hereinafter, the "Securities") and to treat the
Securities so purchased as remaining outstanding and having
been purchased by the Residual Majority or its designee. In
the event that the Residual Majority elects to purchase the
Securities, the purchase price (the "Securities Purchase
Price") to be deposited in the Asset Proceeds Account shall be
100% of the aggregate Security Principal Balance of the
Securities, plus, with respect to each Class of Securities,
Accrued Pass-Through Interest with respect to the related
Distribution Date and any Accrued Pass-Through Interest from a
previous Distribution Date remaining unpaid as of the Purchase
Date; but if such election is not made on the Purchase
Election Date, then the amount to be deposited in the Asset
Proceeds Account shall be the Termination Price. In either
event, the Holders of the Securities shall be entitled to
receive the distributions set forth in this Section 9.01.
Any such further election to purchase the Securities and to
treat such Securities as outstanding shall be made by the
Residual Majority by written notice of such further election
delivered to the Trustee no later than the Purchase Election
Date. During the period after which the Trustee has given
notice of the Terminating Purchase to the Securityholders and
the Purchase Election Date, the Trustee shall use all
reasonable efforts to obtain surrender of the certificates in
physical form evidencing the Securities, together with such
certificates or documents as may be required to be delivered
by the transferor of a Security pursuant to Section 5.03 of
the Standard Terms. On the Purchase Date, if the Residual
Majority has elected to purchase the outstanding Securities
and upon receipt by the Trustee of such certificates,
agreements and/or opinions as may be required by any
transferor or transferee pursuant to Section 5.03 of the
Standard Terms, the Trustee shall execute, and the Security
Registrar shall authenticate and deliver, in the name of the
Residual Majority or its designee, one or more new Regular
Securities and Residual Securities of the Issuing Trust in an
aggregate principal amount equal to the aggregate outstanding
principal amount of the purchased Securities as of the date of
purchase upon surrender of outstanding certificates evidencing
the Securities, except to the extent that any of such
Securities are in book entry form (in which case the transfer
of such Securities shall be effected as provided in the Trust
Agreement for the book-entry securities).
In connection with the foregoing, and notwithstanding anything
else to the contrary contained in this Section 9.01 or
elsewhere in this Standard Terms or in the Trust Agreements,
if the Residual Majority elects to purchase the
70
<PAGE>
Securities upon the surrender of the outstanding certificates
in physical form evidencing the same, then (i) such purchase
shall not result in the payment in full of the principal of,
or the cessation of interest payments on, the Securities, (ii)
neither the respective obligations and responsibilities of the
parties under the Trust Agreements, nor the Pooling Trust or
Issuing Trust, shall terminate (notwithstanding the deposit of
funds in respect of such purchase in the respective Asset
Proceeds Account, the Section 3.11 Account or the Termination
Account, as the case may be), (iii) the Mortgage Certificates
shall be treated as remaining outstanding and the Trustee of
the Issuing Trust shall not release any of the Mortgage
Certificates but shall retain such assets as assets of the
Issuing Trust, (iv) the Trustee of the Pooling Trust or the
Custodian, as the case may be, shall not release any of the
Mortgage Loan Files, but shall retain such assets as assets of
the Pooling Trust, (v) neither the Depositor nor the Pooling
Trust or Issuing Trust shall be deemed to have adopted a plan
of liquidation pursuant to Section 9.02 of the Standard Terms,
and (vi) the Master Servicer thereafter shall not elect to
cause a Terminating Purchase, provided, however, that the
Master Servicer thereafter may elect to cause a Terminating
Purchase if the Master Servicer determines, based upon an
Opinion of Counsel, that the REMIC status of any Trust REMIC
has been lost or that a substantial risk exists that such
REMIC status will be lost for the then-current taxable year.
2. This Amendment to Trust Agreements may be executed in two or more
counterparts, each such counterpart when executed and delivered shall be an
original and all such counterparts together shall be one and the same document.
3. This Amendment to Trust Agreements shall be construed in accordance
with and governed by the laws of the Commonwealth of Virginia applicable to
agreements made and to be performed therein.
71
<PAGE>
IN WITNESS WHEREOF, the Depositor, the Master Servicer, and the Trustee
have caused this Amendment to Trust Agreements to be duly executed by their
respective officers thereunto duly authorized and their respective signatures
duly attested all as of the 1st day of May, 1997.
FINANCIAL ASSET SECURITIZATION, INC.,
formerly known as Ryland Mortgage
Securities Corporation, as Depositor
By: /s/ R. Walter Jones IV
Name: R. Walter Jones IV
Title: President
NORWEST BANK MINNESOTA, N.A.,
assignee of Ryland Mortgage Company, as
Master Servicer
By: /s/ Michael L. Mayer
Name: Michael L. Mayer
Title: Vice President
THE BANK OF NEW YORK,
assignee of
NationsBank, N.A.,
successor to
Sovran Bank, N.A.,
not in its
individual
capacity, but
solely in its
capacity as
Trustee under the
Trust Agreements
By: /s/ Todd Niemy
Name: Todd Niemy
Title: Vice President
72
<PAGE>
By its execution hereof, each of the undersigned holders of the Class
R-1 Securities (being all of the holders of Securities of such Class) hereby
consents to the terms hereof as of the 1st day of June, 1997.
DYNEX CAPITAL, INC.
By: /s/ Lisa R. Cooke
Name: Lisa R. Cooke
Title: Vice President
NORWEST BANK MINNESOTA, N.A.
By: /s/ Michael L. Mayer
Name: Michael L. Mayer
Title: Vice President
73
<PAGE>
COMMONWEALTH OF VIRGINIA )
) ss.
CITY OF RICHMOND )
The foregoing instrument was acknowledged before me in the City of
Richmond, Virginia this 13th day of June, 1997, by R. Walter Jones IV, President
of Financial Asset Securitization, Inc., a Virginia corporation, on behalf of
the corporation.
Carol C. Harding
Notary Public
My Commission expires: 9/30/98
[SEAL]
STATE OF MARYLAND )
) ss.
CITY OF COLUMBIA )
The foregoing instrument was acknowledged before me in the City of
Columbia, Maryland this 11th day of June, 1997, by Michael L. Mayer, Vice
President of Norwest Bank Minnesota, N.A., a national banking association, on
behalf of the association.
Amanda G Vitucci
Notary Public
My Commission expires: 1/26/98
[SEAL]
74
<PAGE>
STATE OF NEW YORK )
) ss.
CITY OF NEW YORK )
The foregoing instrument was acknowledged before me in the City of New
York, New York this 11th day of June, 1997, by Todd Niemy, as Vice President of
The Bank of New York, a New York banking corporation, on behalf of the
association.
O.D. Scott, Jr.
Notary Public
My Commission expires: 4/29/98
[SEAL]
COMMONWEALTH OF VIRGINIA )
) ss.
CITY OF RICHMOND )
The foregoing instrument was acknowledged before me in the City of
Richmond, Virginia this 6th day of June, 1997, by Lisa R. Cooke, Vice President
of Dynex Capital, Inc., a Virginia corporation, on behalf of the corporation.
P. Evans
Notary Public
My Commission expires: 1/31/99
[SEAL]
75
EXHIBIT 4.9
RYLAND MORTGAGE SECURITIES CORPORATION
MORTGAGE PARTICIPATION SECURITIES
SERIES 1992-6
AMENDMENT
TO
TRUST AGREEMENTS
Dated as of
May 1, 1997
among
FINANCIAL ASSET SECURITIZATION, INC.,
formerly known as Ryland Mortgage Securities Corporation,
Depositor,
NORWEST BANK MINNESOTA, N.A.,
as assignee of Ryland Mortgage Company,
Master Servicer,
and
THE BANK OF NEW YORK,
as assignee of NationsBank, N.A., formerly known
as NationsBank of Virginia, N.A.,
Trustee
76
<PAGE>
AMENDMENT TO TRUST AGREEMENTS
THIS AMENDMENT TO TRUST AGREEMENTS, dated as of May 1, 1997, is made by
and among FINANCIAL ASSET SECURITIZATION, INC. (formerly known as Ryland
Mortgage Securities Corporation), a Virginia corporation, as depositor (the
"Depositor"), NORWEST BANK MINNESOTA, N.A., a national banking association (the
"Master Servicer"), as assignee of Ryland Mortgage Company, an Ohio corporation,
as master servicer, and THE BANK OF NEW YORK (the "Trustee"), a New York banking
corporation, as assignee of NationsBank, N.A., formerly known as NationsBank of
Virginia, N.A., as trustee, under each of the Pooling Trust Agreement and the
Issuing Trust Agreement, each dated as of April 1, 1992, among Ryland Mortgage
Securities Corporation, Ryland Mortgage Company, and the Trustee relating to the
Ryland Mortgage Securities Corporation Mortgage Participation Securities, Series
1992-6 (the "Trust Agreements"), which Trust Agreements incorporate by reference
the Ryland Mortgage Securities Corporation, Mortgage Participation Securities,
Standard Terms to Trust Agreement, March 1991 Edition (the "Standard Terms").
Capitalized terms used herein shall have the meanings assigned in the Trust
Agreements unless otherwise defined herein.
RECITALS
WHEREAS, Section 11.01 of the Standard Terms provides that, subject to
the conditions specified therein, the Trust Agreements may be amended by the
Depositor, the Master Servicer, and the Trustee without the consent of any of
the Securityholders to make any provisions with respect to matters arising with
respect to the respective Trusts which are not covered by the Trust Agreements
and which shall not be inconsistent with the provisions of the Trust Agreements;
and
WHEREAS, the parties desire to amend the terms of the Trust Agreements
as provided in this Amendment to Trust Agreements;
NOW, THEREFORE, the Depositor, the Master Servicer, and the Trustee
hereby agree to amend the terms of the Trust Agreements as follows:
AGREEMENT
1. As it applies to the Securities issued pursuant to the Trust
Agreements, Section 9.01 of the Standard Terms, as modified by the Trust
Agreements, is further amended by adding the following new paragraphs after the
fifth paragraph in Section 9.01:
Notwithstanding any other provision of this Standard Terms to
the contrary, the Holders of the majority of the Percentage
Interest in the Class R-1 Securities (the "Residual Majority")
may in connection with its election to make a Terminating
Purchase make the following additional election. If the
certificates in physical form evidencing the Regular
Securities and the Residual Securities (other than
77
<PAGE>
those Securities held by the Residual Majority and by the Tax
Matters Person) issued by the Issuing Trust are surrendered to
the Trustee (duly endorsed for transfer) no later than the
second Business Day (the "Purchase Election Date") prior to
the Distribution Date on which the Terminating Purchase is to
be made (the "Purchase Date"), the Residual Majority may
elect, in lieu of purchasing the Mortgage Loans, to purchase
all of the outstanding Regular Securities and the Residual
Securities (other than those Securities held by the Residual
Majority and by the Tax Matters Person) issued by the Issuing
Trust (hereinafter, the "Securities") and to treat the
Securities so purchased as remaining outstanding and having
been purchased by the Residual Majority or its designee. In
the event that the Residual Majority elects to purchase the
Securities, the purchase price (the "Securities Purchase
Price") to be deposited in the Asset Proceeds Account shall be
100% of the aggregate Security Principal Balance of the
Securities, plus, with respect to each Class of Securities,
Accrued Pass-Through Interest with respect to the related
Distribution Date and any Accrued Pass-Through Interest from a
previous Distribution Date remaining unpaid as of the Purchase
Date; but if such election is not made on the Purchase
Election Date, then the amount to be deposited in the Asset
Proceeds Account shall be the Termination Price. In either
event, the Holders of the Securities shall be entitled to
receive the distributions set forth in this Section 9.01.
Any such further election to purchase the Securities and to
treat such Securities as outstanding shall be made by the
Residual Majority by written notice of such further election
delivered to the Trustee no later than the Purchase Election
Date. During the period after which the Trustee has given
notice of the Terminating Purchase to the Securityholders and
the Purchase Election Date, the Trustee shall use all
reasonable efforts to obtain surrender of the certificates in
physical form evidencing the Securities, together with such
certificates or documents as may be required to be delivered
by the transferor of a Security pursuant to Section 5.03 of
the Standard Terms. On the Purchase Date, if the Residual
Majority has elected to purchase the outstanding Securities
and upon receipt by the Trustee of such certificates,
agreements and/or opinions as may be required by any
transferor or transferee pursuant to Section 5.03 of the
Standard Terms, the Trustee shall execute, and the Security
Registrar shall authenticate and deliver, in the name of the
Residual Majority or its designee, one or more new Regular
Securities and Residual Securities of the Issuing Trust in an
aggregate principal amount equal to the aggregate outstanding
principal amount of the purchased Securities as of the date of
purchase upon surrender of outstanding certificates evidencing
the Securities, except to the extent that any of such
Securities are in book entry form (in which case the transfer
of such Securities shall be effected as provided in the Trust
Agreement for the book-entry securities).
In connection with the foregoing, and notwithstanding anything
else to the contrary contained in this Section 9.01 or
elsewhere in this Standard Terms or in the Trust Agreements,
if the Residual Majority elects to purchase the
78
<PAGE>
Securities upon the surrender of the outstanding certificates
in physical form evidencing the same, then (i) such purchase
shall not result in the payment in full of the principal of,
or the cessation of interest payments on, the Securities, (ii)
neither the respective obligations and responsibilities of the
parties under the Trust Agreements, nor the Pooling Trust or
Issuing Trust, shall terminate (notwithstanding the deposit of
funds in respect of such purchase in the respective Asset
Proceeds Account, the Section 3.11 Account or the Termination
Account, as the case may be), (iii) the Mortgage Certificates
shall be treated as remaining outstanding and the Trustee of
the Issuing Trust shall not release any of the Mortgage
Certificates but shall retain such assets as assets of the
Issuing Trust, (iv) the Trustee of the Pooling Trust or the
Custodian, as the case may be, shall not release any of the
Mortgage Loan Files, but shall retain such assets as assets of
the Pooling Trust, (v) neither the Depositor nor the Pooling
Trust or Issuing Trust shall be deemed to have adopted a plan
of liquidation pursuant to Section 9.02 of the Standard Terms,
and (vi) the Master Servicer thereafter shall not elect to
cause a Terminating Purchase, provided, however, that the
Master Servicer thereafter may elect to cause a Terminating
Purchase if the Master Servicer determines, based upon an
Opinion of Counsel, that the REMIC status of any Trust REMIC
has been lost or that a substantial risk exists that such
REMIC status will be lost for the then-current taxable year.
2. This Amendment to Trust Agreements may be executed in two or more
counterparts, each such counterpart when executed and delivered shall be an
original and all such counterparts together shall be one and the same document.
3. This Amendment to Trust Agreements shall be construed in accordance
with and governed by the laws of the Commonwealth of Virginia applicable to
agreements made and to be performed therein.
79
<PAGE>
IN WITNESS WHEREOF, the Depositor, the Master Servicer, and the Trustee
have caused this Amendment to Trust Agreements to be duly executed by their
respective officers thereunto duly authorized and their respective signatures
duly attested all as of the 1st day of May, 1997.
FINANCIAL ASSET SECURITIZATION, INC.,
formerly known as Ryland Mortgage
Securities Corporation, as Depositor
By: /s/ R. Walter Jones IV
Name: R. Walter Jones IV
Title: President
NORWEST BANK MINNESOTA, N.A.,
assignee of Ryland Mortgage Company, as
Master Servicer
By: /s/ Michael L. Mayer
Name: Michael L. Mayer
Title: Vice President
THE BANK OF NEW
YORK, assignee of
NationsBank, N.A.,
successor to
Sovran Bank, N.A.,
not in its
individual
capacity, but
solely in its
capacity as
Trustee under the
Trust Agreements
By: /s/ Todd Niemy
Name: Todd Niemy
Title: Vice President
80
<PAGE>
By its execution hereof, each of the undersigned holders of the Class
R-1 Securities (being all of the holders of Securities of such Class) hereby
consents to the terms hereof as of the 1st day of June, 1997.
DYNEX CAPITAL, INC.
By: /s/ Lisa R. Cooke
Name: Lisa R. Cooke
Title: Vice President
NORWEST BANK MINNESOTA, N.A.
By: /s/ Michael L. Mayer
Name: Michael L. Mayer
Title: Vice President
81
<PAGE>
COMMONWEALTH OF VIRGINIA )
) ss.
CITY OF RICHMOND )
The foregoing instrument was acknowledged before me in the City of
Richmond, Virginia this 13th day of June, 1997, by R. Walter Jones IV, President
of Financial Asset Securitization, Inc., a Virginia corporation, on behalf of
the corporation.
Carol C. Harding
Notary Public
My Commission expires: 9/30/98
[SEAL]
STATE OF MARYLAND )
) ss.
CITY OF COLUMBIA )
The foregoing instrument was acknowledged before me in the City of
Columbia, Maryland this 11th day of June, 1997, by Michael L. Mayer, Vice
President of Norwest Bank Minnesota, N.A., a national banking association, on
behalf of the association.
Amanda G Vitucci
Notary Public
My Commission expires: 1/26/98
[SEAL]
82
<PAGE>
STATE OF NEW YORK )
) ss.
CITY OF NEW YORK )
The foregoing instrument was acknowledged before me in the City of New
York, New York this 11th day of June, 1997, by Todd Niemy, as Vice President of
The Bank of New York, a New York banking corporation, on behalf of the
association.
O.D. Scott, Jr.
Notary Public
My Commission expires: 4/29/98
[SEAL]
COMMONWEALTH OF VIRGINIA )
) ss.
CITY OF RICHMOND )
The foregoing instrument was acknowledged before me in the City of
Richmond, Virginia this 6th day of June, 1997, by Lisa R. Cooke, Vice President
of Dynex Capital, Inc., a Virginia corporation, on behalf of the corporation.
P. Evans
Notary Public
My Commission expires: 1/31/99
[SEAL]
83
EXHIBIT 4.10
RYLAND MORTGAGE SECURITIES CORPORATION
MORTGAGE PARTICIPATION SECURITIES
SERIES 1992-8
AMENDMENT
TO
TRUST AGREEMENT
Dated as of
May 1, 1997
among
FINANCIAL ASSET SECURITIZATION, INC.,
formerly known as Ryland Mortgage Securities Corporation,
Depositor,
NORWEST BANK MINNESOTA, N.A.,
as assignee of Ryland Mortgage Company,
Master Servicer,
and
THE BANK OF NEW YORK,
as assignee of NationsBank, N.A., formerly known
as NationsBank of Virginia, N.A.,
Trustee
84
<PAGE>
AMENDMENT TO TRUST AGREEMENT
THIS AMENDMENT TO TRUST AGREEMENT, dated as of May 1, 1997, is made by
and among FINANCIAL ASSET SECURITIZATION, INC. (formerly known as Ryland
Mortgage Securities Corporation), a Virginia corporation, as depositor (the
"Depositor"), NORWEST BANK MINNESOTA, N.A., a national banking association (the
"Master Servicer"), as assignee of Ryland Mortgage Company, an Ohio corporation,
as master servicer, and THE BANK OF NEW YORK (the "Trustee"), a New York banking
corporation, as assignee of NationsBank, N.A., formerly known as NationsBank of
Virginia, N.A., as trustee, under the Trust Agreement, dated as of May 1, 1992,
among Ryland Mortgage Securities Corporation, Ryland Mortgage Company, and the
Trustee relating to the Ryland Mortgage Securities Corporation Mortgage
Participation Securities, Series 1992-8 (the "Trust Agreement"), which Trust
Agreement incorporates by reference the Ryland Mortgage Securities Corporation,
Mortgage Participation Securities, Standard Terms to Trust Agreement, May 1992
Edition (the "Standard Terms"). Capitalized terms used herein shall have the
meanings assigned in the Trust Agreement unless otherwise defined herein.
RECITALS
WHEREAS, the Prospectus Supplement relating to the Securities issued
pursuant to the Trust Agreement describe, and the forms of Securities attached
as exhibits to the Trust Agreement contain, certain provisions with respect to
the rights of the Holders of the Residual Majority and of the Master Servicer to
effect a Terminating Purchase of the Mortgage Loans and other assets of the
Trust, but such provisions are inconsistent with provisions of Section 9.01 of
the Standard Terms, as incorporated in the Trust Agreement;
WHEREAS, Section 11.01 of the Standard Terms provides that, subject to
certain conditions specified therein, the Trust Agreement may be amended by the
Depositor, the Master Servicer, and the Trustee without the consent of any of
the Securityholders (i) to correct any provisions of the Trust Agreement which
may be inconsistent with any other provisions therein, or (ii) to make any
provisions with respect to matters arising with respect to the Trust which are
not covered by, and which are not inconsistent with, the provisions of the Trust
Agreement;
WHEREAS, the parties desire to amend the terms of the Trust Agreement
to correct the inconsistency described above and to add certain provisions that
are not covered by, and are not inconsistent with, the Trust Agreement, all as
provided in this Amendment to Trust Agreement;
NOW, THEREFORE, the Depositor, the Master Servicer, and the Trustee
hereby agree to amend the terms of the Trust Agreement as follows:
AGREEMENT
1. As it applies to the Securities issued pursuant to the Trust
Agreement, Section 9.01 of the Standard Terms, as modified by the Trust
Agreement, is further amended by
85
<PAGE>
replacing the first sentence of the second paragraph thereof with the following
two new sentences:
Either the Holders of a majority in interest of the Class R
Securities (the "Residual Majority") or the Master Servicer,
at their respective options, may effect a Terminating Purchase
on or after any Distribution Date on which, after taking into
account payments of principal to be made on such Distribution
Date, the aggregate Security Principal Balance of (i) in the
case of the Residual Majority, the Class A Securities is less
than 10% of the aggregate initial principal amount of the
Class A Securities or (ii) in the case of the Master Servicer,
the Class A and Class B Securities is less than 10% of the
aggregate initial principal amount of the Class A and Class B
Securities. A Terminating Purchase also may be made on any
Distribution Date upon the Master Servicer's determination,
based upon an opinion of counsel, that the REMIC status of the
REMIC referenced in the Trust Agreement has been lost or that
a substantial risk exists that such status will be lost for
the then current taxable year.
2. As it applies to the Securities issued pursuant to the Trust
Agreement, Section 9.01 of the Standard Terms, as modified by the Trust
Agreement and as amended in Section 1 hereof, is further amended by adding the
following new paragraphs after the fifth paragraph in Section 9.01:
Notwithstanding any other provision of this Standard Terms to
the contrary, the Residual Majority may in connection with its
election to make a Terminating Purchase make the following
additional election. If the certificates in physical form
evidencing the Regular Securities and the Residual Securities
(other than those then held by the Residual Majority and by
the Tax Matters Person) issued by the Trust are surrendered to
the Trustee (duly endorsed for transfer) no later than the
second Business Day (the "Purchase Election Date") prior to
the Distribution Date on which the Terminating Purchase is to
be made (the "Purchase Date"), the Residual Majority may
elect, in lieu of purchasing the Mortgage Loans, to purchase
all of the outstanding Regular Securities and the Residual
Securities (other than those then held by the Residual
Majority and by the Tax Matters Person) issued by the Trust
(hereinafter, the "Securities") and to treat the Securities so
purchased as remaining outstanding and having been purchased
by the Residual Majority or its designee. In the event that
the Residual Majority elects to purchase the Securities, the
purchase price (the "Securities Purchase Price") to be
deposited in the Assets Proceeds Account shall be 100% of the
aggregate Security Principal Balance of the Securities, plus,
with respect to each Class of Securities, Accrued Pass-Through
Interest with respect to the related Distribution Date and any
Accrued Pass-Through Interest from a previous Distribution
Date remaining unpaid as of the Purchase Date; but if such
election is not made on the Purchase Election Date, then the
amount to be deposited in the Asset Proceeds Account shall be
the Termination Price. In
86
<PAGE>
either event, the Holders of the Securities shall be entitled
to receive the distributions set forth in this Section 9.01.
Any such further election to purchase the Securities and to
treat such Securities as outstanding shall be made by the
Residual Majority by written notice of such further election
delivered to the Trustee no later than the Purchase Election
Date. During the period after which the Trustee has given
notice of the Terminating Purchase to the Securityholders and
the Purchase Election Date, the Trustee shall use all
reasonable efforts to obtain surrender of the certificates in
physical form evidencing the Securities, together with such
certificates or documents as may be required to be delivered
by the transferor of a Security pursuant to Section 5.04 of
the Standard Terms. On the Purchase Date, if the Residual
Majority has elected to purchase the outstanding Securities
and upon receipt by the Trustee of such certificates,
agreements and/or opinions as may be required by any
transferor or transferee pursuant to Section 5.04 of the
Standard Terms, the Trustee shall execute, and the Security
Registrar shall authenticate and deliver, in the name of the
Residual Majority or its designee, one or more new Regular
Securities and Residual Securities of the Trust in an
aggregate principal amount equal to the aggregate outstanding
principal amount of the purchased Securities as of the date of
purchase upon surrender of outstanding certificates evidencing
the Securities, except to the extent that any of such
Securities are in book entry form (in which case the transfer
of such Securities shall be effected as provided in the Trust
Agreement for the book-entry securities).
In connection with the foregoing, and notwithstanding anything
else to the contrary contained in this Section 9.01 or
elsewhere in this Standard Terms or in the Trust Agreements,
if the Residual Majority elects to purchase the Securities
upon the surrender of the outstanding certificates in physical
form evidencing the same, then (i) such purchase shall not
result in the payment in full of the principal of, or the
cessation of interest payments on, the Securities, (ii)
neither the respective obligations and responsibilities of the
parties under the Trust Agreement nor the Trust shall
terminate (notwithstanding the deposit of funds in respect of
such purchase in the respective Asset Proceeds Account or the
Termination Account, as the case may be), (iii) the Trustee or
the Custodian, as the case may be, shall not release any of
the Mortgage Loan Files, but shall retain such assets as
assets of the Trust, (iv) neither the Depositor nor the Trust
shall be deemed to have adopted a plan of liquidation pursuant
to Section 9.02 of the Standard Terms, and (v) the Master
Servicer thereafter shall not elect to cause a Terminating
Purchase, provided, however, that the Master Servicer
thereafter may elect to cause a Terminating Purchase if the
Master Servicer determines, based upon an Opinion of Counsel,
that the REMIC status of any related REMIC has been lost or
that a substantial risk exists that such REMIC status will be
lost for the then-current taxable year.
87
<PAGE>
3. This Amendment to Trust Agreement may be executed in two or more
counterparts, each such counterpart when executed and delivered shall be an
original and all such counterparts together shall be one and the same document.
4. This Amendment to Trust Agreement shall be construed in accordance
with and governed by the laws of the Commonwealth of Virginia applicable to
agreements made and to be performed therein.
88
<PAGE>
IN WITNESS WHEREOF, the Depositor, the Master Servicer, and the Trustee
have caused this Amendment to Trust Agreements to be duly executed by their
respective officers thereunto duly authorized and their respective signatures
duly attested all as of the 1st day of May, 1997.
FINANCIAL ASSET SECURITIZATION, INC.,
formerly known as Ryland Mortgage
Securities Corporation, as Depositor
By: /s/ R. Walter Jones IV
Name: R. Walter Jones IV
Title: President
NORWEST BANK MINNESOTA, N.A.,
assignee of Ryland Mortgage Company, as
Master Servicer
By: /s/ Michael L. Mayer
Name: Michael L. Mayer
Title: Vice President
THE BANK OF NEW
YORK, assignee of
NationsBank, N.A.,
successor to
Sovran Bank, N.A.,
not in its
individual
capacity, but
solely in its
capacity as
Trustee under the
Trust Agreements
By: /s/ Todd Niemy
Name: Todd Niemy
Title: Vice President
89
<PAGE>
By its execution hereof, each of the undersigned holders of the Class
R-1 Securities (being all of the holders of Securities of such Class) hereby
consents to the terms hereof as of the 1st day of June, 1997.
DYNEX CAPITAL, INC.
By: /s/ Lisa R. Cooke
Name: Lisa R. Cooke
Title: Vice President
NORWEST BANK MINNESOTA, N.A.
By: /s/ Michael L. Mayer
Name: Michael L. Mayer
Title: Vice President
90
<PAGE>
COMMONWEALTH OF VIRGINIA )
) ss.
CITY OF RICHMOND )
The foregoing instrument was acknowledged before me in the City of
Richmond, Virginia this 13th day of June, 1997, by R. Walter Jones IV, President
of Financial Asset Securitization, Inc., a Virginia corporation, on behalf of
the corporation.
Carol C. Harding
Notary Public
My Commission expires: 9/30/98
[SEAL]
STATE OF MARYLAND )
) ss.
CITY OF COLUMBIA )
The foregoing instrument was acknowledged before me in the City of
Columbia, Maryland this 11th day of June, 1997, by Michael L. Mayer, Vice
President of Norwest Bank Minnesota, N.A., a national banking association, on
behalf of the association.
Amanda G Vitucci
Notary Public
My Commission expires: 1/26/98
[SEAL]
91
<PAGE>
STATE OF NEW YORK )
) ss.
CITY OF NEW YORK )
The foregoing instrument was acknowledged before me in the City of New
York, New York this 11th day of June, 1997, by Todd Niemy, as Vice President of
The Bank of New York, a New York banking corporation, on behalf of the
association.
O.D. Scott, Jr.
Notary Public
My Commission expires: 4/29/98
[SEAL]
COMMONWEALTH OF VIRGINIA )
) ss.
CITY OF RICHMOND )
The foregoing instrument was acknowledged before me in the City of
Richmond, Virginia this 6th day of June, 1997, by Lisa R. Cooke, Vice President
of Dynex Capital, Inc., a Virginia corporation, on behalf of the corporation.
P. Evans
Notary Public
My Commission expires: 1/31/99
[SEAL]
92
EXHIBIT 4.11
RYLAND MORTGAGE SECURITIES CORPORATION
MORTGAGE PARTICIPATION SECURITIES
SERIES 1992-9
AMENDMENT
TO
TRUST AGREEMENT
Dated as of
May 1, 1997
among
FINANCIAL ASSET SECURITIZATION, INC.,
formerly known as Ryland Mortgage Securities Corporation,
Depositor,
NORWEST BANK MINNESOTA, N.A.,
as assignee of Ryland Mortgage Company,
Master Servicer,
and
TEXAS COMMERCE BANK NATIONAL ASSOCIATION,
Trustee
93
<PAGE>
AMENDMENT TO TRUST AGREEMENT
THIS AMENDMENT TO TRUST AGREEMENT, dated as of May 1, 1997, is made by
and among FINANCIAL ASSET SECURITIZATION, INC. (formerly known as Ryland
Mortgage Securities Corporation), a Virginia corporation, as depositor (the
"Depositor"), NORWEST BANK MINNESOTA, N.A., a national banking association (the
"Master Servicer"), as assignee of Ryland Mortgage Company, an Ohio corporation,
as master servicer, and TEXAS COMMERCE BANK NATIONAL ASSOCIATION (the
"Trustee"), a national banking association, as trustee, under the Trust
Agreement, dated as of June 1, 1992, among Ryland Mortgage Securities
Corporation, Ryland Mortgage Company, and the Trustee relating to the Ryland
Mortgage Securities Corporation Mortgage Participation Securities, Series 1992-9
(the "Trust Agreement"), which Trust Agreement incorporates by reference the
Ryland Mortgage Securities Corporation, Mortgage Participation Securities,
Standard Terms to Trust Agreement, May 1992 Edition (the "Standard Terms").
Capitalized terms used herein shall have the meanings assigned in the Trust
Agreement unless otherwise defined herein.
RECITALS
WHEREAS, the Prospectus Supplement relating to the Securities issued
pursuant to the Trust Agreement describe, and the forms of Securities attached
as exhibits to the Trust Agreement contain, certain provisions with respect to
the rights of the Holders of the Residual Majority and of the Master Servicer to
effect a Terminating Purchase of the Mortgage Loans and other assets of the
Trust, but such provisions are inconsistent with provisions of Section 9.01 of
the Standard Terms, as incorporated in the Trust Agreement;
WHEREAS, Section 11.01 of the Standard Terms provides that, subject to
certain conditions specified therein, the Trust Agreement may be amended by the
Depositor, the Master Servicer, and the Trustee without the consent of any of
the Securityholders (i) to correct any provisions of the Trust Agreement which
may be inconsistent with any other provisions therein, or (ii) to make any
provisions with respect to matters arising with respect to the Trust which are
not covered by, and which are not inconsistent with, the provisions of the Trust
Agreement;
WHEREAS, the parties desire to amend the terms of the Trust Agreement
to correct the inconsistency described above and to add certain provisions that
are not covered by, and are not inconsistent with, the Trust Agreement, all as
provided in this Amendment to Trust Agreement;
NOW, THEREFORE, the Depositor, the Master Servicer, and the Trustee
hereby agree to amend the terms of the Trust Agreement as follows:
AGREEMENT
1. As it applies to the Securities issued pursuant to the Trust
Agreement, Section 9.01 of the Standard Terms, as modified by the Trust
Agreement, is further amended by replacing the first sentence of the second
paragraph thereof with the following two new sentences:
94
<PAGE>
Either the Holders of a majority in interest of the Class R
Securities (the "Residual Majority") or the Master Servicer,
at their respective options, may effect a Terminating Purchase
on or after any Distribution Date on which, after taking into
account payments of principal to be made on such Distribution
Date, the aggregate Security Principal Balance of (i) in the
case of the Residual Majority, the Class A1-a, Class A1-b and
Class A2 Securities is less than 10% of the aggregate initial
principal amount of the Class A1-a, Class A1-b and Class A2
Securities or (ii) in the case of the Master Servicer, the
Class A1-a, Class A1- b, Class A2 and Class B Securities is
less than 10% of the aggregate initial principal amount of the
Class A1-a, Class A1-b, Class A2 and Class B Securities. A
Terminating Purchase also may be made on any Distribution Date
upon the Master Servicer's determination, based upon an
opinion of counsel, that the REMIC status of the REMIC
referenced in the Trust Agreement has been lost or that a
substantial risk exists that such status will be lost for the
then current taxable year.
2. As it applies to the Securities issued pursuant to the Trust
Agreement, Section 9.01 of the Standard Terms, as modified by the Trust
Agreement and as amended in Section 1 hereof, is further amended by adding the
following new paragraphs after the fifth paragraph in Section 9.01:
Notwithstanding any other provision of this Standard Terms to
the contrary, the Residual Majority may in connection with its
election to make a Terminating Purchase make the following
additional election. If the certificates in physical form
evidencing the Regular Securities and the Residual Securities
(other than those then held by the Residual Majority and by
the Tax Matters Person) issued by the Trust are surrendered to
the Trustee (duly endorsed for transfer) no later than the
second Business Day (the "Purchase Election Date") prior to
the Distribution Date on which the Terminating Purchase is to
be made (the "Purchase Date"), the Residual Majority may
elect, in lieu of purchasing the Mortgage Loans, to purchase
all of the outstanding Regular Securities and the Residual
Securities (other than those then held by the Residual
Majority and by the Tax Matters Person) issued by the Trust
(hereinafter, the "Securities") and to treat the Securities so
purchased as remaining outstanding and having been purchased
by the Residual Majority or its designee. In the event that
the Residual Majority elects to purchase the Securities, the
purchase price (the "Securities Purchase Price") to be
deposited in the Assets Proceeds Account shall be 100% of the
aggregate Security Principal Balance of the Securities, plus,
with respect to each Class of Securities, Accrued Pass-Through
Interest with respect to the related Distribution Date and any
Accrued Pass-Through Interest from a previous Distribution
Date remaining unpaid as of the Purchase Date; but if such
election is not made on the Purchase Election Date, then the
amount to be deposited in the Asset Proceeds Account shall be
the Termination Price. In either event, the Holders of the
Securities shall be entitled to receive the distributions set
forth in this Section 9.01.
95
<PAGE>
Any such further election to purchase the Securities and to
treat such Securities as outstanding shall be made by the
Residual Majority by written notice of such further election
delivered to the Trustee no later than the Purchase Election
Date. During the period after which the Trustee has given
notice of the Terminating Purchase to the Securityholders and
the Purchase Election Date, the Trustee shall use all
reasonable efforts to obtain surrender of the certificates in
physical form evidencing the Securities, together with such
certificates or documents as may be required to be delivered
by the transferor of a Security pursuant to Section 5.04 of
the Standard Terms. On the Purchase Date, if the Residual
Majority has elected to purchase the outstanding Securities
and upon receipt by the Trustee of such certificates,
agreements and/or opinions as may be required by any
transferor or transferee pursuant to Section 5.04 of the
Standard Terms, the Trustee shall execute, and the Security
Registrar shall authenticate and deliver, in the name of the
Residual Majority or its designee, one or more new Regular
Securities and Residual Securities of the Trust in an
aggregate principal amount equal to the aggregate outstanding
principal amount of the purchased Securities as of the date of
purchase upon surrender of outstanding certificates evidencing
the Securities, except to the extent that any of such
Securities are in book entry form (in which case the transfer
of such Securities shall be effected as provided in the Trust
Agreement for the book-entry securities).
In connection with the foregoing, and notwithstanding anything
else to the contrary contained in this Section 9.01 or
elsewhere in this Standard Terms or in the Trust Agreements,
if the Residual Majority elects to purchase the Securities
upon the surrender of the outstanding certificates in physical
form evidencing the same, then (i) such purchase shall not
result in the payment in full of the principal of, or the
cessation of interest payments on, the Securities, (ii)
neither the respective obligations and responsibilities of the
parties under the Trust Agreement nor the Trust shall
terminate (notwithstanding the deposit of funds in respect of
such purchase in the respective Asset Proceeds Account or the
Termination Account, as the case may be), (iii) the Trustee or
the Custodian, as the case may be, shall not release any of
the Mortgage Loan Files, but shall retain such assets as
assets of the Trust, (iv) neither the Depositor nor the Trust
shall be deemed to have adopted a plan of liquidation pursuant
to Section 9.02 of the Standard Terms, and (v) the Master
Servicer thereafter shall not elect to cause a Terminating
Purchase, provided, however, that the Master Servicer
thereafter may elect to cause a Terminating Purchase if the
Master Servicer determines, based upon an Opinion of Counsel,
that the REMIC status of any related REMIC has been lost or
that a substantial risk exists that such REMIC status will be
lost for the then-current taxable year.
3. This Amendment to Trust Agreement may be executed in two or more
counterparts, each such counterpart when executed and delivered shall be an
original and all such counterparts together shall be one and the same document.
96
<PAGE>
4. This Amendment to Trust Agreement shall be construed in accordance
with and governed by the laws of the Commonwealth of Virginia applicable to
agreements made and to be performed therein.
97
<PAGE>
IN WITNESS WHEREOF, the Depositor, the Master Servicer, and the Trustee
have caused this Amendment to Trust Agreement to be duly executed by their
respective officers thereunto duly authorized and their respective signatures
duly attested all as of the 1st day of May, 1997.
FINANCIAL ASSET SECURITIZATION, INC.,
formerly known as Ryland Mortgage
Securities Corporation, as Depositor
By: /s/ R. Walter Jones IV
Name: R. Walter Jones IV
Title: President
NORWEST BANK MINNESOTA, N.A.,
assignee of Ryland Mortgage Company, as
Master Servicer
By: /s/ Michael L. Mayer
Name: Michael L. Mayer
Title: Vice President
TEXAS COMMERCE
BANK NATIONAL
ASSOCIATION, not
in its individual
capacity, but
solely in its
capacity as
Trustee under the
Trust Agreements
By: /s/ Mary Jo Davis
Name: Mary Jo Davis
Title: Vice President and Trust Officer
98
<PAGE>
By its execution hereof, each of the undersigned holders of the Class R
Securities (being all of the holders of Securities of such Class) hereby
consents to the terms hereof as of the 1st day of May, 1997.
DYNEX CAPITAL, INC.
By: /s/ Lisa R. Cooke
Name: Lisa R. Cooke
Title: Vice President
NORWEST BANK MINNESOTA, N.A.
By: /s/ Michael L. Mayer
Name: Michael L. Mayer
Title: Vice President
99
<PAGE>
COMMONWEALTH OF VIRGINIA )
) ss.
CITY OF RICHMOND )
The foregoing instrument was acknowledged before me in the City of
Richmond, Virginia this 13th day of June, 1997, by R. Walter Jones IV, President
of Financial Asset Securitization, Inc., a Virginia corporation, on behalf of
the corporation.
Carol C. Harding
Notary Public
My Commission expires: 9/30/98
[SEAL]
STATE OF MARYLAND )
) ss.
CITY OF COLUMBIA )
The foregoing instrument was acknowledged before me in the City of
Columbia, Maryland this 11th day of June, 1997, by Michael L. Mayer, Vice
President of Norwest Bank Minnesota, N.A., a national banking association, on
behalf of the association.
Amanda G. Vitucci
Notary Public
My Commission expires: 1/26/98
[SEAL]
100
<PAGE>
STATE OF TEXAS )
) ss.
CITY/COUNTY OF HOUSTON/HARRIS )
The foregoing instrument was acknowledged before me in the City of
Houston, Texas this 13th day of June, 1997, by Mary Jo Davis, as Vice President
of Texas Commerce Bank National Association, a national banking association, on
behalf of the association.
Connie J. Arndt
Notary Public
My Commission expires: 3/6/99
[SEAL]
COMMONWEALTH OF VIRGINIA )
) ss.
COUNTY OF HENRICO )
The foregoing instrument was acknowledged before me in the County of
Henrico, Virginia this 10th day of June, 1997, by Lisa R. Cooke, Vice President
of Dynex Capital, Inc., a Virginia corporation, on behalf of the corporation.
Constance Jones
Notary Public
My Commission expires: 6/30/00
[SEAL]
101
EXHIBIT 4.12
RYLAND MORTGAGE SECURITIES CORPORATION
MORTGAGE PARTICIPATION SECURITIES
SERIES 1992-10
AMENDMENT
TO
TRUST AGREEMENT
Dated as of
May 1, 1997
among
FINANCIAL ASSET SECURITIZATION, INC.,
formerly known as Ryland Mortgage Securities Corporation,
Depositor,
NORWEST BANK MINNESOTA, N.A.,
as assignee of Ryland Mortgage Company,
Master Servicer,
and
TEXAS COMMERCE BANK NATIONAL ASSOCIATION,
Trustee
102
<PAGE>
AMENDMENT TO TRUST AGREEMENT
THIS AMENDMENT TO TRUST AGREEMENT, dated as of May 1, 1997, is made by
and among FINANCIAL ASSET SECURITIZATION, INC. (formerly known as Ryland
Mortgage Securities Corporation), a Virginia corporation, as depositor (the
"Depositor"), NORWEST BANK MINNESOTA, N.A., a national banking association (the
"Master Servicer"), as assignee of Ryland Mortgage Company, an Ohio corporation,
as master servicer, and TEXAS COMMERCE BANK NATIONAL ASSOCIATION (the
"Trustee"), a national banking association, as trustee, under the Trust
Agreement, dated as of July 1, 1992, among Ryland Mortgage Securities
Corporation, Ryland Mortgage Company, and the Trustee relating to the Ryland
Mortgage Securities Corporation Mortgage Participation Securities, Series
1992-10 (the "Trust Agreement"), which Trust Agreement incorporates by reference
the Ryland Mortgage Securities Corporation, Mortgage Participation Securities,
Standard Terms to Trust Agreement, May 1992 Edition (the "Standard Terms").
Capitalized terms used herein shall have the meanings assigned in the Trust
Agreement unless otherwise defined herein.
RECITALS
WHEREAS, the Prospectus Supplement relating to the Securities issued
pursuant to the Trust Agreement describe, and the forms of Securities attached
as exhibits to the Trust Agreement contain, certain provisions with respect to
the rights of the Holders of the Residual Majority and of the Master Servicer to
effect a Terminating Purchase of the Mortgage Loans and other assets of the
Trust, but such provisions are inconsistent with provisions of Section 9.01 of
the Standard Terms, as incorporated in the Trust Agreement;
WHEREAS, Section 11.01 of the Standard Terms provides that, subject to
certain conditions specified therein, the Trust Agreement may be amended by the
Depositor, the Master Servicer, and the Trustee without the consent of any of
the Securityholders (i) to correct any provisions of the Trust Agreement which
may be inconsistent with any other provisions therein, or (ii) to make any
provisions with respect to matters arising with respect to the Trust which are
not covered by, and which are not inconsistent with, the provisions of the Trust
Agreement;
WHEREAS, the parties desire to amend the terms of the Trust Agreement
to correct the inconsistency described above and to add certain provisions that
are not covered by, and are not inconsistent with, the Trust Agreement, all as
provided in this Amendment to Trust Agreement;
NOW, THEREFORE, the Depositor, the Master Servicer, and the Trustee
hereby agree to amend the terms of the Trust Agreement as follows:
AGREEMENT
1. As it applies to the Securities issued pursuant to the Trust
Agreement, Section 9.01 of the Standard Terms, as modified by the Trust
Agreement, is further amended by replacing the first sentence of the second
paragraph thereof with the following two new sentences:
103
<PAGE>
Either the Holders of a majority in interest of the Class R
Securities (the "Residual Majority") or the Master Servicer,
at their respective options, may effect a Terminating Purchase
on or after any Distribution Date on which, after taking into
account payments of principal to be made on such Distribution
Date, the aggregate Security Principal Balance of (i) in the
case of the Residual Majority, the Class A Securities is less
than 10% of the aggregate initial principal amount of the
Class A Securities or (ii) in the case of the Master Servicer,
the Class A and Class B Securities is less than 10% of the
aggregate initial principal amount of the Class A and Class B
Securities. A Terminating Purchase also may be made on any
Distribution Date upon the Master Servicer's determination,
based upon an opinion of counsel, that the REMIC status of the
REMIC referenced in the Trust Agreement has been lost or that
a substantial risk exists that such status will be lost for
the then current taxable year.
2. As it applies to the Securities issued pursuant to the Trust
Agreement, Section 9.01 of the Standard Terms, as modified by the Trust
Agreement and as amended in Section 1 hereof, is further amended by adding the
following new paragraphs after the fifth paragraph in Section 9.01:
Notwithstanding any other provision of this Standard Terms to
the contrary, the Residual Majority may in connection with its
election to make a Terminating Purchase make the following
additional election. If the certificates in physical form
evidencing the Regular Securities and the Residual Securities
(other than those then held by the Residual Majority and by
the Tax Matters Person) issued by the Trust are surrendered to
the Trustee (duly endorsed for transfer) no later than the
second Business Day (the "Purchase Election Date") prior to
the Distribution Date on which the Terminating Purchase is to
be made (the "Purchase Date"), the Residual Majority may
elect, in lieu of purchasing the Mortgage Loans, to purchase
all of the outstanding Regular Securities and the Residual
Securities (other than those then held by the Residual
Majority and by the Tax Matters Person) issued by the Trust
(hereinafter, the "Securities") and to treat the Securities so
purchased as remaining outstanding and having been purchased
by the Residual Majority or its designee. In the event that
the Residual Majority elects to purchase the Securities, the
purchase price (the "Securities Purchase Price") to be
deposited in the Assets Proceeds Account shall be 100% of the
aggregate Security Principal Balance of the Securities, plus,
with respect to each Class of Securities, Accrued Pass-Through
Interest with respect to the related Distribution Date and any
Accrued Pass-Through Interest from a previous Distribution
Date remaining unpaid as of the Purchase Date; but if such
election is not made on the Purchase Election Date, then the
amount to be deposited in the Asset Proceeds Account shall be
the Termination Price. In either event, the Holders of the
Securities shall be entitled to receive the distributions set
forth in this Section 9.01.
104
<PAGE>
Any such further election to purchase the Securities and to
treat such Securities as outstanding shall be made by the
Residual Majority by written notice of such further election
delivered to the Trustee no later than the Purchase Election
Date. During the period after which the Trustee has given
notice of the Terminating Purchase to the Securityholders and
the Purchase Election Date, the Trustee shall use all
reasonable efforts to obtain surrender of the certificates in
physical form evidencing the Securities, together with such
certificates or documents as may be required to be delivered
by the transferor of a Security pursuant to Section 5.04 of
the Standard Terms. On the Purchase Date, if the Residual
Majority has elected to purchase the outstanding Securities
and upon receipt by the Trustee of such certificates,
agreements and/or opinions as may be required by any
transferor or transferee pursuant to Section 5.04 of the
Standard Terms, the Trustee shall execute, and the Security
Registrar shall authenticate and deliver, in the name of the
Residual Majority or its designee, one or more new Regular
Securities and Residual Securities of the Trust in an
aggregate principal amount equal to the aggregate outstanding
principal amount of the purchased Securities as of the date of
purchase upon surrender of outstanding certificates evidencing
the Securities, except to the extent that any of such
Securities are in book entry form (in which case the transfer
of such Securities shall be effected as provided in the Trust
Agreement for the book-entry securities).
In connection with the foregoing, and notwithstanding anything
else to the contrary contained in this Section 9.01 or
elsewhere in this Standard Terms or in the Trust Agreements,
if the Residual Majority elects to purchase the Securities
upon the surrender of the outstanding certificates in physical
form evidencing the same, then (i) such purchase shall not
result in the payment in full of the principal of, or the
cessation of interest payments on, the Securities, (ii)
neither the respective obligations and responsibilities of the
parties under the Trust Agreement nor the Trust shall
terminate (notwithstanding the deposit of funds in respect of
such purchase in the respective Asset Proceeds Account or the
Termination Account, as the case may be), (iii) the Trustee or
the Custodian, as the case may be, shall not release any of
the Mortgage Loan Files, but shall retain such assets as
assets of the Trust, (iv) neither the Depositor nor the Trust
shall be deemed to have adopted a plan of liquidation pursuant
to Section 9.02 of the Standard Terms, and (v) the Master
Servicer thereafter shall not elect to cause a Terminating
Purchase, provided, however, that the Master Servicer
thereafter may elect to cause a Terminating Purchase if the
Master Servicer determines, based upon an Opinion of Counsel,
that the REMIC status of any related REMIC has been lost or
that a substantial risk exists that such REMIC status will be
lost for the then-current taxable year.
3. This Amendment to Trust Agreement may be executed in two or more
counterparts, each such counterpart when executed and delivered shall be an
original and all such counterparts together shall be one and the same document.
105
<PAGE>
4. This Amendment to Trust Agreement shall be construed in accordance
with and governed by the laws of the Commonwealth of Virginia applicable to
agreements made and to be performed therein.
106
<PAGE>
IN WITNESS WHEREOF, the Depositor, the Master Servicer, and the Trustee
have caused this Amendment to Trust Agreement to be duly executed by their
respective officers thereunto duly authorized and their respective signatures
duly attested all as of the 1st day of May, 1997.
FINANCIAL ASSET SECURITIZATION, INC.,
formerly known as Ryland Mortgage
Securities Corporation, as Depositor
By: /s/ R. Walter Jones IV
Name: R. Walter Jones IV
Title: President
NORWEST BANK MINNESOTA, N.A.,
assignee of Ryland Mortgage Company, as
Master Servicer
By: /s/ Michael L. Mayer
Name: Michael L. Mayer
Title: Vice President
TEXAS COMMERCE
BANK NATIONAL
ASSOCIATION, not
in its individual
capacity, but
solely in its
capacity as
Trustee under the
Trust Agreements
By: /s/ Mary Jo Davis
Name: Mary Jo Davis
Title: Vice President and Trust Officer
107
<PAGE>
By its execution hereof, each of the undersigned holders of the Class R
Securities (being all of the holders of Securities of such Class) hereby
consents to the terms hereof as of the 1st day of May, 1997.
DYNEX CAPITAL, INC.
By: /s/ Lisa R. Cooke
Name: Lisa R. Cooke
Title: Vice President
NORWEST BANK MINNESOTA, N.A.
By: /s/ Michael L. Mayer
Name: Michael L. Mayer
Title: Vice President
108
<PAGE>
COMMONWEALTH OF VIRGINIA )
) ss.
CITY OF RICHMOND )
The foregoing instrument was acknowledged before me in the City of
Richmond, Virginia this 13th day of June, 1997, by R. Walter Jones IV, President
of Financial Asset Securitization, Inc., a Virginia corporation, on behalf of
the corporation.
Carol C. Harding
Notary Public
My Commission expires: 9/30/98
[SEAL]
STATE OF MARYLAND )
) ss.
CITY OF COLUMBIA )
The foregoing instrument was acknowledged before me in the City of
Columbia, Maryland this 11th day of June, 1997, by Michael L. Mayer, Vice
President of Norwest Bank Minnesota, N.A., a national banking association, on
behalf of the association.
Amanda G. Vitucci
Notary Public
My Commission expires: 1/26/98
[SEAL]
109
<PAGE>
STATE OF TEXAS )
) ss.
CITY/COUNTY OF HOUSTON/HARRIS )
The foregoing instrument was acknowledged before me in the City of
Houston, Texas this 13th day of June, 1997, by Mary Jo Davis, as Vice President
of Texas Commerce Bank National Association, a national banking association, on
behalf of the association.
Connie J. Arndt
Notary Public
My Commission expires: 3/6/99
[SEAL]
COMMONWEALTH OF VIRGINIA )
) ss.
COUNTY OF HENRICO )
The foregoing instrument was acknowledged before me in the County of
Henrico, Virginia this 10th day of June, 1997, by Lisa R. Cooke, Vice President
of Dynex Capital, Inc., a Virginia corporation, on behalf of the corporation.
Constance Jones
Notary Public
My Commission expires: 6/30/00
[SEAL]
110
