Financial Asset Securitization Inc – ‘8-K’ for 4/1/98 – EX-4

As of:  Friday, 4/24/98   ·   For:  4/1/98   ·   Accession #:  916641-98-487   ·   File #:  0-15483

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Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Fasi 8-K                                               6     16K 
 2: EX-4        Exhibit 4.1                                            7     18K 
 3: EX-4        Exhibit 4.2                                            8     20K 
 4: EX-4        Exhibit 4.3                                            7     17K 

EX-4   —   Exhibit 4.1
Exhibit Table of Contents

EX-4
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                                                           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 

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 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                                                            

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         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.                                    

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         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:                                                                          

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         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:                                                                          

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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:                                                          

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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:                                                          

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Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8-K’ Filing		Date		First		Last			Other Filings
Filed on:		4/24/98							None on these Dates
For Period End:		4/1/98
		3/1/98		1		2
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