EXHIBIT 4.1
RYLAND MORTGAGE SECURITIES CORPORATION
MORTGAGE PARTICIPATION SECURITIES
SERIES 1991-3
AMENDMENT
TO
TRUST AGREEMENTS
Dated as of
October 1, 1996
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 Sovran Bank, N.A.,
Trustee
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AMENDMENT TO TRUST AGREEMENTS
THIS AMENDMENT TO TRUST AGREEMENTS, dated as of October 1,
1996, is made by and among FINANCIAL ASSET SECURITIZATION, INC., a
Virginia corporation (the "Depositor"), formerly known as Ryland
Mortgage Securities Corporation, a Virginia corporation, 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 Sovran Bank, N.A.,
as trustee, under the Pooling Trust Agreement and the Issuing Trust
Agreement, each dated as of March 1, 1991, among Ryland Mortgage
Securities Corporation, Ryland Mortgage Company, and the Trustee (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
paragraph after the fifth paragraph in Section 9.01:
Notwithstanding any other provision of this Standard
Terms to the contrary, the Master Servicer 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 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
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"Purchase Date"), the Master Servicer may elect to
purchase all of the outstanding Regular Securities and
the Residual Securities issued by the Issuing Trust
(hereinafter, the "Securities")(in lieu of purchasing
the Mortgage Loans) and to treat the Securities so
purchased as remaining outstanding and having been
purchased by the Master Servicer or its designee. In
either event, the purchase price to be deposited in
the Asset Proceeds Account shall be the Termination
Price, as specified in this Section 9.01, and the
Holders of the outstanding 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 Master Servicer 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 Master Servicer 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 Master Servicer 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
Master Servicer 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,
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 Trusts 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 shall not release any of the Mortgage
Certificates but shall retain such assets as assets of
the Issuing Trust, (iv) 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 Pooling Trust, and (v) neither the
Depositor nor the Trusts shall be deemed to have
adopted a plan of liquidation pursuant to Section 9.02
of the Standard Terms.
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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 1st day of
October, 1996.
FINANCIAL ASSET SECURITIZATION, INC.,
formerly known as Ryland Mortgage
Securities Corporation, as Depositor
By: /s/ Jane M. Johnson
-----------------------------
Name: Jane M. Johnson
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
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
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COMMONWEALTH OF VIRGINIA )
) ss.
COUNTY OF HENRICO )
The foregoing instrument was acknowledged before me in the
County of Henrico, Virginia this 1st day of October, 1996, by Jane M.
Johnson, President of Financial Asset Securitization, Inc., a Virginia
corporation, on behalf of the corporation.
/s/ Brenda G. Pega
-------------------
Notary Public
My Commission expires: 9-30-98
STATE OF MARYLAND )
) ss.
CITY OF COLUMBIA )
The foregoing instrument was acknowledged before me in the City
of Columbia, Maryland this 22 day of October, 1996, by Michael L Mayer,
Vice President of Norwest Bank Minnesota, N.A., a national banking
association, on behalf of the association.
/s/ Amanda G. Vitucci
-----------------------
Notary Public
My Commission expires: 2-26-98
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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 25 day of October, 1996, by Jonathan S.
Chayes, as Assistant Treasurer of The Bank of New York, a New York
banking corporation, on behalf of the association.
/s/ Marilyn O. Austin
-----------------------
Notary Public
My Commission expires: 1-18-98
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