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 Xxxxxx 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
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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 Xxxxxx
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 Xxxxxx 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 Xxxxxx Mortgage Securities Corporation Mortgage
Participation Securities, Series 1992-8 (the "Trust Agreement"), which Trust
Agreement incorporates by reference the Xxxxxx 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
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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
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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.
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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.
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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 1st day of May, 1997.
FINANCIAL ASSET SECURITIZATION, INC.,
formerly known as Xxxxxx Mortgage
Securities Corporation, as Depositor
By: /s/ R. Xxxxxx Xxxxx IV
Name: R. Xxxxxx Xxxxx IV
Title: President
NORWEST BANK MINNESOTA, N.A.,
assignee of Xxxxxx Mortgage Company, as
Master Servicer
By: /s/ Xxxxxxx X. Xxxxx
Name: Xxxxxxx X. Xxxxx
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/ Xxxx Xxxxx
Name: Xxxx Xxxxx
Title: Vice President
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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/ Xxxx X. Xxxxx
Name: Xxxx X. Xxxxx
Title: Vice President
NORWEST BANK MINNESOTA, N.A.
By: /s/ Xxxxxxx X. Xxxxx
Name: Xxxxxxx X. Xxxxx
Title: Vice President
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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 13th day of June, 1997, by R. Xxxxxx Xxxxx IV, President
of Financial Asset Securitization, Inc., a Virginia corporation, on behalf of
the corporation.
Xxxxx X. Xxxxxxx
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 Xxxxxxx X. Xxxxx, Vice
President of Norwest Bank Minnesota, N.A., a national banking association, on
behalf of the association.
Xxxxxx X Xxxxxxx
Notary Public
My Commission expires: 1/26/98
[SEAL]
00
XXXXX XX XXX XXXX )
) 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 Xxxx Xxxxx, as Vice President of
The Bank of New York, a New York banking corporation, on behalf of the
association.
X.X. Xxxxx, Xx.
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 Xxxx X. Xxxxx, Vice President
of Dynex Capital, Inc., a Virginia corporation, on behalf of the corporation.
X. Xxxxx
Notary Public
My Commission expires: 1/31/99
[SEAL]
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