FINANCIAL ASSET SECURITIZATION INC
8-K, 1998-04-24
ASSET-BACKED SECURITIES
Previous: CENTENNIAL AMERICA FUND L P, 485BPOS, 1998-04-24
Next: CITICORP MORTGAGE SECURITIES INC, 8-K, 1998-04-24



 

                      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) March 1, 1998

                      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.

         The  Registrant  has entered  into the  following  Amendments  to Trust
Agreements:

                  An Amendment to Trust Agreement (the "Amendment")  dated as of
March  1,  1998,  among  the  Registrant,   Norwest  Bank  Minnesota,   National
Association,  as Master Servicer and The Bank of New York, as Trustee,  amending
the Pooling Trust  Agreement and the Issuing Trust  Agreement,  each 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 4.1 hereto.

                  An Amendment to Trust Agreement (the "Amendment")  dated as of
March  1,  1998,  among  the  Registrant,   Norwest  Bank  Minnesota,   National
Association,  as Master Servicer and The Bank of New York, as Trustee,  amending
the Pooling Trust  Agreement and the Issuing Trust  Agreement,  each 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 4.2
hereto.

                  An Amendment to Trust Agreement (the "Amendment")  dated as of
March  1,  1998,  among  the  Registrant,   Norwest  Bank  Minnesota,   National
Association,  as Master Servicer and The Bank of New York, as Trustee,  amending
the Pooling Trust  Agreement and the Issuing Trust  Agreement,  each 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 4.3
hereto.




                                       -2-

<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.



                                       -3-

<PAGE>



Exhibits

         4.1      Copy of the  Amendment  to Trust  Agreement  for  RMSC  Series
                  1991-17,  dated  as  of  March  1,  1998,  by  and  among  the
                  Registrant,  Norwest Bank Minnesota,  National Association, as
                  Master Servicer, and The Bank of New York, as Trustee.

         4.2      Copy of the  Amendment  to Trust  Agreement  for  RMSC  Series
                  1991-19,  dated  as  of  March  1,  1998,  by  and  among  the
                  Registrant,  Norwest Bank Minnesota,  National Association, as
                  Master Servicer, and The Bank of New York, as Trustee.

         4.3      Copy of the  Amendment  to Trust  Agreement  for  RMSC  Series
                  1992-4,   dated  as  of  March  1,  1998,  by  and  among  the
                  Registrant,  Norwest Bank Minnesota,  National Association, as
                  Master Servicer, and The Bank of New York, as Trustee.



                                       -4-

<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.

March 1, 1998                     FINANCIAL ASSET SECURITIZATION,
                                    INC.


                                  By:  /s/ R. Walter Jones, IV

                                  Name:  R. Walter Jones, IV

                                  Title:  President



                                       -5-

<PAGE>



                                INDEX TO EXHIBITS
<TABLE>
<CAPTION>

                                                                                                               Page
<S> <C>
         4.1      Copy of the  Amendment  to Trust  Agreement  for  RMSC  Series
                  1991-17,  dated  as  of  March  1,  1998,  by  and  among  the
                  Registrant, Norwest Bank Minnesota, National Association, as
                  Master Servicer, and The Bank of New York, as Trustee............................................

         4.2      Copy of the  Amendment  to Trust  Agreement  for  RMSC  Series
                  1991-19,  dated  as  of  March  1,  1998,  by  and  among  the
                  Registrant, Norwest Bank Minnesota, National Association, as
                  Master Servicer, and The Bank of New York, as Trustee............................................

         4.3      Copy of the  Amendment  to Trust  Agreement  for  RMSC  Series
                  1992-4,   dated  as  of  March  1,  1998,  by  and  among  the
                  Registrant, Norwest Bank Minnesota, National Association, as
                  Master Servicer, and The Bank of New York, as Trustee............................................

</TABLE>


                                       -6-






                                                                Exhibit 4.1




                     RYLAND MORTGAGE SECURITIES CORPORATION

                        MORTGAGE PARTICIPATION SECURITIES


                                 SERIES 1991-17





                                    AMENDMENT

                                       TO

                                TRUST AGREEMENTS

                                   Dated as of

                                  March 1, 1998

                                      among

                      FINANCIAL ASSET SECURITIZATION, INC.,
            formerly known as Ryland Mortgage Securities Corporation,
                                   Depositor,

                  NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION,
                     as assignee of Ryland Mortgage Company,
                                Master Servicer,
                                       and

                              THE BANK OF NEW YORK,
  as assignee of NationsBank of Virginia, N.A., successor to Sovran Bank, N.A.

                                    Trustee




<PAGE>



                          AMENDMENT TO TRUST AGREEMENTS


         THIS AMENDMENT TO TRUST AGREEMENTS,  dated as of March 1, 1998, 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,  NATIONAL  ASSOCIATION,  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 of Virginia,
N.A.,  successor  to Sovran  Bank,  N.A.,  as trustee,  under 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
Sovran  Bank,  N.A.,  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,  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 hereby; and



<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  2.03 of the  Standard  Terms,  as  modified  by the  Trust
Agreements, 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  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.  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)  (collectively,   the
         "Purchased Loans").  In addition,  the Class B Holder shall furnish, or
         cause to be furnished,  to the Rating Agencies rating the Securities on
         a monthly basis a written report indicating (i) the aggregate principal
         balances  of the  Purchased  Loans,  (ii)  as to each  Purchased  Loan,
         whether  it is 30  days,  60  days,  90  days or  more  delinquent,  in
         foreclosure  or converted to REO property,  (iii) all losses on account
         of the Purchased  Loans,  as of the current  reporting  period and on a
         cumulative basis since the date of purchase of the Purchased Loans.

         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.


                                       -2-

<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 date first written above.

                                            FINANCIAL ASSET
                                            SECURITIZATION, INC.,
                                            formerly known as Ryland
                                            Mortgage Securities Corporation,
                                            as Depositor


By:

Name:

Title:


                                            NORWEST BANK
                                            MINNESOTA, NATIONAL
                                            ASSOCIATION,
                                            assignee of Ryland Mortgage
                                            Company, as Master Servicer


By:

Name:

Title:


         THE BANK OF NEW  YORK,  assignee  of  NationsBank  of  Virginia,  N.A.,
         successor to Sovran Bank,  N.A.,  not in its individual  capacity,  but
         solely in its capacity as Trustee under the Trust Agreements for Ryland
         Mortgage Securities Corporation, Series 1991-17


By:

Name:

Title:



                                       -3-

<PAGE>



         By  its  execution  hereof,  the  undersigned,   being  the  Holder  of
Securities entitled to at least 66% of the Voting Rights, hereby consents to the
terms hereof as of the date first written above.

DYNEX CAPITAL, INC.

By:

Name:

Title:








                                       -4-

<PAGE>



COMMONWEALTH OF VIRGINIA                                      )
                                                              )          ss.
CITY OF RICHMOND                                              )


     The  foregoing  instrument  was  acknowledged  before  me in  the  City  of
Richmond,  Virginia  this  ____ day of  March,  1998,  by , of  Financial  Asset
Securitization, Inc., a Virginia corporation, on behalf of the corporation.




- ------------------------------------------
Notary Public

My Commission expires:






STATE OF MARYLAND                                             )
                                                              )          ss.
CITY OF COLUMBIA                                              )


         The  foregoing  instrument  was  acknowledged  before me in the City of
Columbia, Maryland this ____ day of March, 1998, by  __________________________,
__________________ of Norwest Bank Minnesota,  National Association,  a national
banking association, on behalf of the association.



- ------------------------------------------
Notary Public

My Commission expires:



                                       -5-

<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 ___ day of March, 1998, by _____________________________, as
_______________________ of The Bank of New York, a New York banking corporation,
on behalf of the association.




- ------------------------------------------
Notary Public

My Commission expires:




COMMONWEALTH OF VIRGINIA                                      )
                                                              )          ss.
COUNTY OF HENRICO                                             )


         The  foregoing  instrument  was  acknowledged  before me in the City of
Richmond,  Virginia  this ____ day of March,  1998,  by Lisa R.  Cooke,  as Vice
President  of Dynex  Capital,  Inc.,  a Virginia  corporation,  on behalf of the
corporation.




- ------------------------------------------
Notary Public

My Commission expires:








                                       -6-






                                                                Exhibit 4.2




                     RYLAND MORTGAGE SECURITIES CORPORATION


                        MORTGAGE PARTICIPATION SECURITIES


                                 SERIES 1991-19





                                    AMENDMENT

                                       TO

                                TRUST AGREEMENTS

                                   Dated as of

                                  March 1, 1998

                                      among

                      FINANCIAL ASSET SECURITIZATION, INC.,
            formerly known as Ryland Mortgage Securities Corporation,
                                   Depositor,

                  NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION,
                     as assignee of Ryland Mortgage Company,
                                Master Servicer,
                                       and

                              THE BANK OF NEW YORK,
                  as assignee of NationsBank of Virginia, N.A.,
                         successor to Sovran Bank, N.A.,
                                    Trustee






<PAGE>



                          AMENDMENT TO TRUST AGREEMENTS


         THIS AMENDMENT TO TRUST AGREEMENTS,  dated as of March 1, 1998, 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,  NATIONAL  ASSOCIATION,  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 of Virginia,
N.A.,  successor  to Sovran  Bank,  N.A.,  as trustee,  under 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
Sovran  Bank,  N.A.,  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,  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 hereby; and



<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. Section 2.03 of the Standard Terms, as modified by the Pooling Trust
Agreement, is further amended by adding the following new subsection (l):

                  (l) 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  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.  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(l)  (collectively,   the
         "Purchased Loans").  In addition,  the Class B Holder shall furnish, or
         cause to be furnished,  to the Rating Agencies rating the Securities on
         a monthly basis a written report indicating (i) the aggregate principal
         balances  of the  Purchased  Loans,  (ii)  as to each  Purchased  Loan,
         whether  it is 30  days,  60  days,  90  days or  more  delinquent,  in
         foreclosure  or converted to REO property,  (iii) all losses on account
         of the Purchased  Loans,  as of the current  reporting  period and on a
         cumulative basis since the date of purchase of the Purchased Loans.

         2. Section 2.03 of the Standard Terms, as modified by the Issuing 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  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. Promptly following any such purchase, the Class


                                       -2-

<PAGE>



         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)
         (collectively,  the "Purchased Loans"). In addition, the Class B Holder
         shall furnish, or cause to be furnished,  to the Rating Agencies rating
         the Securities on a monthly basis a written  report  indicating (i) the
         aggregate  principal  balances of the Purchased Loans,  (ii) as to each
         Purchased  Loan,  whether  it is 30  days,  60  days,  90  days or more
         delinquent,  in  foreclosure  or converted to REO  property,  (iii) all
         losses on account of the Purchased  Loans, as of the current  reporting
         period and on a  cumulative  basis  since the date of  purchase  of the
         Purchased Loans.

         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.


                                       -3-

<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 date first written above.

                                        FINANCIAL ASSET
                                        SECURITIZATION, INC.,
                                        formerly known as Ryland
                                        Mortgage Securities Corporation,
                                        as Depositor


By:

Name:

Title:


                                        NORWEST BANK
                                        MINNESOTA, NATIONAL
                                        ASSOCIATION,
                                        assignee of Ryland Mortgage
                                        Company, as
                                        Master Servicer


By:

Name:

Title:


         THE BANK OF NEW  YORK,  assignee  of  NationsBank  of  Virginia,  N.A.,
         successor to Sovran Bank,  N.A.,  not in its individual  capacity,  but
         solely in its capacity as Trustee under the Trust Agreements for Ryland
         Mortgage Securities Corporation, Series 1991-19


By:

Name:

Title:


                                       -4-

<PAGE>



         By  its  execution  hereof,  the  undersigned,   being  the  Holder  of
Securities entitled to at least 66% of the Voting Rights, hereby consents to the
terms hereof as of the date first written above.

DYNEX CAPITAL, INC.

By:

Name:

Title:








                                       -5-

<PAGE>



COMMONWEALTH OF VIRGINIA                                      )
                                                              )          ss.
CITY OF RICHMOND                                              )


     The  foregoing  instrument  was  acknowledged  before  me in  the  City  of
Richmond,  Virginia  this  ____ day of  March,  1998,  by , of  Financial  Asset
Securitization, Inc., a Virginia corporation, on behalf of the corporation.




- ------------------------------------------
Notary Public

My Commission expires:






STATE OF MARYLAND                                             )
                                                              )          ss.
CITY OF COLUMBIA                                              )


         The  foregoing  instrument  was  acknowledged  before me in the City of
Columbia, Maryland this ____ day of March, 1998, by  __________________________,
__________________ of Norwest Bank Minnesota,  National Association,  a national
banking association, on behalf of the association.



- ------------------------------------------
Notary Public

My Commission expires:



                                       -6-

<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 ___ day of March, 1998, by _____________________________, as
_______________________ of The Bank of New York, a New York banking corporation,
on behalf of the association.




- ------------------------------------------
Notary Public

My Commission expires:




COMMONWEALTH OF VIRGINIA                                      )
                                                              )          ss.
COUNTY OF HENRICO                                             )


         The foregoing  instrument was  acknowledged  before me in the County of
Henrico,  Virginia  this  ____ day of March,  1998,  by Lisa R.  Cooke,  as Vice
President  of Dynex  Capital,  Inc.,  a Virginia  corporation,  on behalf of the
corporation.




- ------------------------------------------
Notary Public

My Commission expires:








                                       -7-






                                                                Exhibit 4.3




                     RYLAND MORTGAGE SECURITIES CORPORATION


                        MORTGAGE PARTICIPATION SECURITIES


                                  SERIES 1992-4





                                    AMENDMENT

                                       TO

                                TRUST AGREEMENTS

                                   Dated as of

                                  March 1, 1998


                                      among


                      FINANCIAL ASSET SECURITIZATION, INC.,
            formerly known as Ryland Mortgage Securities Corporation,
                                   Depositor,

                  NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION,
                     as assignee of Ryland Mortgage Company,
                                Master Servicer,
                                       and

                              THE BANK OF NEW YORK,
                  as assignee of NationsBank of Virginia, N.A.,
                                    Trustee




<PAGE>



                          AMENDMENT TO TRUST AGREEMENTS


         THIS AMENDMENT TO TRUST AGREEMENTS,  dated as of March 1, 1998, 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,  NATIONAL  ASSOCIATION,  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 of Virginia,
N.A.,  as  trustee,  under 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  NationsBank  of  Virginia,  N.A.,
relating to the Ryland Mortgage Securities  Corporation  Mortgage  Participation
Securities,  Series  1992-4  (the  "Trust  Agreement"),  which  Trust  Agreement
incorporates 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  Agreement 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  Agreement
and which shall not be inconsistent  with the provisions of the Trust Agreement;
and

         WHEREAS,  Section  11.01 of the  Standard  Terms  also  provides  that,
subject to the conditions  specified therein, the Trust Agreement 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;

         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 hereby; and

         WHEREAS,  the parties desire to amend the terms of the Trust  Agreement
as provided in this Amendment to Trust Agreement;


<PAGE>




         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  2.03  of the  Standard  Terms,  as  modified  by the  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  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.  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)  (collectively,   the
         "Purchased Loans").  In addition,  the Class B Holder shall furnish, or
         cause to be furnished,  to the Rating Agencies rating the Securities on
         a monthly basis a written report indicating (i) the aggregate principal
         balances  of the  Purchased  Loans,  (ii)  as to each  Purchased  Loan,
         whether  it is 30  days,  60  days,  90  days or  more  delinquent,  in
         foreclosure,  or  converted  to REO  property,  and (iii) all losses on
         account of the Purchased Loans, as of the current  reporting period and
         on a  cumulative  basis  since the date of  purchase  of the  Purchased
         Loans.

         2. 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.

         3. 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.


                                       -2-

<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 date first written above.

                                     FINANCIAL ASSET
                                     SECURITIZATION, INC.,
                                     formerly known as Ryland
                                     Mortgage Securities Corporation,
                                     as Depositor


By:

Name:

Title:


                                     NORWEST BANK
                                     MINNESOTA, NATIONAL
                                     ASSOCIATION,
                                     assignee of Ryland Mortgage
                                     Company, as Master Servicer


By:

Name:

Title:


         THE BANK OF NEW YORK, assignee of NationsBank of Virginia, N.A., not in
         its  individual  capacity,  but solely in its capacity as Trustee under
         the Trust Agreement for Ryland Mortgage Securities Corporation,  Series
         1992-4


By:

Name:

Title:


                                       -3-

<PAGE>



         By  its  execution  hereof,  the  undersigned,   being  the  Holder  of
Securities entitled to at least 66% of the Voting Rights, hereby consents to the
terms hereof as of the date first written above.

DYNEX CAPITAL, INC.

By:

Name:

Title:








                                       -4-

<PAGE>



COMMONWEALTH OF VIRGINIA                                      )
                                                              )          ss.
CITY OF RICHMOND                                              )


     The  foregoing  instrument  was  acknowledged  before  me in  the  City  of
Richmond,  Virginia  this  ____ day of  March,  1998,  by , of  Financial  Asset
Securitization, Inc., a Virginia corporation, on behalf of the corporation.




- ------------------------------------------
Notary Public

My Commission expires:






STATE OF MARYLAND                                             )
                                                              )          ss.
CITY OF COLUMBIA                                              )


         The  foregoing  instrument  was  acknowledged  before me in the City of
Columbia, Maryland this ____ day of March, 1998, by  __________________________,
__________________ of Norwest Bank Minnesota,  National Association,  a national
banking association, on behalf of the association.



- ------------------------------------------
Notary Public

My Commission expires:



                                       -5-

<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     ___    day    of     March,     1998,     by
__________________________________,  as  _______________________  of The Bank of
New York, a New York banking corporation, on behalf of the association.




- ------------------------------------------
Notary Public

My Commission expires:




COMMONWEALTH OF VIRGINIA                                      )
                                                              )          ss.
COUNTY OF HENRICO                                             )


         The  foregoing  instrument  was  acknowledged  before me in the City of
Richmond,  Virginia  this ____ day of March,  1998,  by Lisa R.  Cooke,  as Vice
President  of Dynex  Capital,  Inc.,  a Virginia  corporation,  on behalf of the
corporation.




- ------------------------------------------
Notary Public

My Commission expires:









                                       -6-




© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission