DAIWA MORTGAGE ASSET PURCHASE AGREEMENT
This Mortgage Asset Purchase Agreement (this "Agreement"), dated and
effective as of December 19, 1996, is made between Daiwa Finance Corp. (the
"Seller") and American Southwest Financial Securities Corporation (the
"Depositor").
The Depositor intends to create a trust fund (the "Trust Fund"), the
beneficial ownership of which will be evidenced by the Depositor's Commercial
Mortgage Pass-Through Certificates, Series 1996-FHA1. The Seller and the
Depositor both intend for the Seller to convey to LaSalle National Bank, as
trustee for the Trust Fund (the "Trustee"), or cause to be conveyed to the
Trustee (i) certain fixed-rate, fully-amortizing mortgage loans (the "Daiwa FHA
Loans") insured by the Federal Housing Administration (the "FHA") of the United
States Department of Housing and Urban Development ("HUD") under certain
sections of the National Housing Act of 1934, as amended (the "Housing Act"),
and secured by liens on multifamily rental housing developments (collectively,
"Multifamily Properties") or nursing homes, intermediate care facilities, board
and care homes or other nursing facilities (collectively, "Nursing Facilities")
and (ii) certain securities (the "Daiwa GNMA Certificates"; collectively with
the Daiwa FHA Loans, the "Daiwa Mortgage Assets") guaranteed by the Government
National Mortgage Association ("GNMA") and backed by fixed-rate, level payment,
fully-amortizing mortgage loans (the "Daiwa Underlying Loans"; collectively with
the Daiwa FHA Loans, the "Daiwa FHA Loans") insured by the FHA and secured by
liens on Multifamily Properties or Nursing Facilities.
The Trust Fund will be created, and the Daiwa Mortgage Assets will
be conveyed at the direction of the Depositor, pursuant to a Pooling and
Servicing Agreement (the "Pooling and Servicing Agreement"), to be dated as of
December 1, 1996 (the "Cut-off Date"), among the Depositor, Greystone Servicing
Corporation as Master Servicer (the "Master Servicer"), the Seller, Greystone
Funding Corporation ("Greystone Funding") and the Trustee. Greystone Funding
transferred, or caused the transfer of all legal and beneficial ownership of the
Greystone Mortgage Assets (as such term is defined in the Greystone Mortgage
Asset Purchase Agreement) to the Trustee, at the direction of the Depositor,
pursuant to a Mortgage Asset Purchase Agreement, dated and effective as of
December 19, 1996 (the "Greystone Mortgage Asset Purchase Agreement"), among
Greystone Funding and the Depositor. Xxxxxxxxx, Xxxxxx & Xxxxxxxx Securities
Corporation ("DLJ"), Daiwa Securities America Inc. ("Daiwa Securities", Daiwa
Securities and DLJ each an "Underwriter", and together, the "Underwriters"),
Greystone Funding, the Seller and the Depositor have participated in the
preparation of a Prospectus Supplement dated December 19, 1996 (the "Prospectus
Supplement") to a Prospectus, dated July 25, 1995 (and together with the
Prospectus Supplement, the "Prospectus") and a Private Placement Memorandum
dated December 27, 1996 (the "Memorandum") relating to American Southwest
Financial Securities Corporation Commercial Mortgage Pass-Through Certificates,
Series 1996-FHA1, Class A-1, Class X-0, Xxxxx X-0, Class A-4, Class A-Z, Class
S, Class B, Class R-I, Class R-II and Class R-III (the "Certificates") to be
issued pursuant to the Pooling and Servicing Agreement. The Class A-1, Class
A-2, Class A-3, Class A-4, Class A-Z and Class S Certificates will be sold to
the Underwriters pursuant to an Underwriting Agreement (the "Underwriting
Agreement"), to be dated as of December 19, 1996, among DLJ, Daiwa Securities
and the Depositor.
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The Seller, Greystone Funding, DLJ and Daiwa Securities are all
parties to a Letter Agreement (the "Letter Agreement"), dated December 19, 1996,
pursuant to which certain parties have agreed to share in certain costs and
expenses incurred in connection with the issuance of the Certificates.
Capitalized terms used but not defined herein have the respective
meanings set forth in the Pooling and Servicing Agreement.
Now, therefore, in consideration of the premises and the mutual
agreements set forth herein, and for other good and valuable consideration, the
parties acknowledge and agree as follows:
SECTION 1. Agreement to Sell and Assign the Daiwa Mortgage Assets
and enter into the Pooling and Servicing Agreement.
(a) At the direction of the Depositor, in accordance with the terms
and conditions of the Pooling and Servicing Agreement, the Seller agrees to
sell, assign and deliver to the Trustee, all of its right, title and interest in
and to, or cause the assignment and delivery of the Daiwa Mortgage Assets,
without recourse initially for the benefit of the Depositor and immediately
thereafter for the benefit of the Certificateholders, identified on the schedule
annexed hereto as Exhibit A, as such schedule may be amended from time to time
pursuant to the terms hereof (the "Daiwa Mortgage Asset Schedule") (exclusive of
the right to receive any Retained Yield (the "Daiwa Retained Yield") in respect
of any Daiwa FHA Loan assigned to the FHA (a "Daiwa FHA Assigned Loan") and/or
of any Daiwa FHA Debentures which may be acquired as part of the Trust Fund).
The Daiwa Mortgage Assets will have an aggregate principal balance (the "Initial
Balance") as of the close of business on the Cut-off Date, after giving effect
to any payments due on or before such date whether or not received, and subject
to a variance of plus or minus 5%, of approximately $128,857,177. The sale and
assignment of the Daiwa Mortgage Assets shall take place on or about December
27, 1996 or such other date as shall be mutually acceptable to the parties
hereto (the "Closing Date"). The consideration for the Seller's conveyance of
the Daiwa Mortgage Assets to the Trustee (as set forth in the first sentence of
this Section 1(a)) for the benefit of the Certificateholders shall consist of a
cash amount equal to approximately $136,849,686, together with interest accrued
on each Daiwa Mortgage Asset at the related Mortgage Rate (net of any applicable
servicing fee) or GNMA Certificate Rate, as applicable, for the period from and
including December 1, 1996 up to but not including the Closing Date (which cash
amount shall be paid to the Seller by or on behalf of the Depositor by wire
transfer in immediately available funds on the Closing Date).
(b) The Trustee shall be entitled to receive all scheduled payments
of principal and interest due after the Cut-off Date, and all other recoveries
of principal and interest collected after the Cut-off Date (other than in
respect of principal and interest on the Daiwa Mortgage Assets due on or before
the Cut-off Date and other than the Daiwa Retained Yield in respect of any Daiwa
FHA Assigned Loan and/or any Daiwa FHA Debentures acquired as part of the Trust
Fund). All scheduled payments of principal and interest due on the Daiwa
Mortgage Assets on or before the Cut-off Date but collected (and, in the case of
an Daiwa Underlying Loan, passed
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through on the related Daiwa GNMA Certificate) after the Cut-off Date, and all
recoveries of the Daiwa Retained Yield in respect of any Daiwa FHA Assigned Loan
and/or any FHA Debentures acquired as part of the Trust Fund and prior to
purchase out of the Trust Fund, shall belong to, and be promptly remitted to,
the Seller.
(c) In connection with the transactions contemplated by this
Agreement, the Seller hereby agrees to execute and deliver the Pooling and
Servicing Agreement, substantially in the form attached hereto as Exhibit B,
with such reasonable changes and modifications as the parties hereto may agree
or as may be requested by the Trustee or as may be required by Standard & Poor's
Ratings Services ("S&P") in connection with its rating of certain Classes of the
Certificates.
SECTION 2. Examination of Daiwa Mortgage Files and Due Diligence
Review. The Seller delivered to the Depositor a magnetic disk acceptable to the
Depositor which contains such information about the Daiwa Mortgage Assets, the
Daiwa Underlying Loans and the Multifamily Properties and Nursing Facilities
securing the Daiwa FHA Loans and the Daiwa Underlying Loans (such properties,
the "Daiwa Mortgaged Properties") as has been requested by the Depositor, and
shall otherwise continue to cooperate fully with the Depositor in its
examination of the credit files, underwriting documentation and Daiwa Mortgage
Files for the Daiwa FHA Loans and its general due diligence review of the Daiwa
Mortgage Assets and the Seller. If the Depositor identifies, prior to the
determination of the Initial Purchase Price (as such term is defined in the
Letter Agreement), any Daiwa Mortgage Assets that, in its sole reasonable
discretion, do not conform to its requirements, including, but not limited to,
the FHA Loan document delivery requirements as are set forth in Section 2.01 of
the Pooling and Servicing Agreement and described in the Prospectus, or for any
other reason decides, in its sole reasonable discretion, to exclude any Daiwa
Mortgage Asset from this transaction, then the Depositor shall inform the Seller
of the reasons for the exclusion of any Daiwa Mortgage Asset from this
transaction, and such Daiwa Mortgage Asset shall be deleted from the Daiwa
Mortgage Asset Schedule. The Depositor may, at its option and without notice to
the Seller, accept all or part of the Daiwa Mortgage Assets without conducting
any partial or complete examination. The fact that the Depositor has conducted
or has failed to conduct any partial or complete examination of the Daiwa
Mortgage Files for the Daiwa FHA Loans or other general due diligence review of
the Daiwa Mortgage Assets or the Seller shall not in any manner impair or
otherwise adversely affect the Depositor's, the Trustee's and/or the
Certificateholders' rights and remedies hereunder or under the Pooling and
Servicing Agreement or otherwise at law or in equity.
On or prior to the Closing Date, the Seller shall allow representatives of
the Depositor, DLJ and Daiwa Securities to examine and audit all books, records
and files pertaining to the Daiwa Mortgage Assets. Such examinations and audits
shall take place at one or more offices of the Seller during normal business
hours and shall not be conducted in a manner that is disruptive to Seller's
normal business operations. In the course of such examinations and audits, the
Seller shall make available to such representatives of the Depositor and the
Underwriters reasonably adequate facilities, as well as the assistance of a
sufficient number of knowledgeable and responsible individuals who are familiar
with the Daiwa Mortgage Assets and the terms of this Agreement and the Pooling
and Servicing Agreement, and the Seller shall cooperate fully
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with any such reasonable examination and audit in all respects. On or prior to
the Closing Date, the Seller agrees to provide the Depositor and the
Underwriters with all material information regarding the financial condition of
the Seller and to provide access to knowledgeable financial and accounting
officers for the purpose of answering questions with respect to the Seller's
financial condition, the Seller's financial statements as provided to the
Depositor and/or the Underwriters, and other relevant developments affecting the
Seller.
SECTION 3. Representations, Warranties and Covenants of the Seller.
(a) The Seller hereby represents and warrants to, and covenants
with, the Depositor, as of the date hereof, that:
(i) the Seller is a corporation, duly organized, validly
existing and in good standing under the laws of the state of New York;
(ii) the Seller has the full corporate power and authority to
transfer and deliver the Daiwa Mortgage Assets in its possession to the
Trustee and to cause the transfer and delivery of the Daiwa Mortgage
Assets held by the Daiwa Titleholders (as defined in the Pooling and
Servicing Agreement) and Daiwa Securities America, Inc. to the Trustee,
and to execute, deliver and perform, and to enter into and consummate the
transactions contemplated by this Agreement, the Letter Agreement and the
Pooling and Servicing Agreement and has duly authorized by all necessary
corporate action on the part of the Seller the execution, delivery and
performance of this Agreement, the Letter Agreement and the Pooling and
Servicing Agreement; and, assuming the due authorization, execution and
delivery of this Agreement, the Letter Agreement and the Pooling and
Servicing Agreement by the other parties hereto and thereto, this
Agreement constitutes, and the Pooling and Servicing Agreement and the
Letter Agreement will constitute, the legal, valid and binding obligations
of the Seller, enforceable against the Seller in accordance with their
respective terms, except that (A) such enforceability may be limited by
bankruptcy, insolvency, moratorium, receivership and other similar laws
relating to creditors' rights generally and (B) the remedy of specific
performance and injunctive and other forms of equitable relief may be
subject to the equitable defenses and to the discretion of the court
before which any proceeding therefor may be brought;
(iii) the execution and delivery by the Seller of this
Agreement, the Letter Agreement and the Pooling and Servicing Agreement,
the transfer of the Daiwa Mortgage Assets by the Seller and on their
behalf by (i) the Daiwa Titleholders (as defined in the Pooling and
Servicing Agreement), each of which are FHA-Approved Mortgagees and (ii)
Daiwa Securities, the consummation of any other of the transactions
contemplated herein or in the Pooling and Servicing Agreement or in the
Letter Agreement and the fulfillment of or compliance with the terms
hereof and of the Pooling and Servicing Agreement and the Letter Agreement
are in the ordinary course of business of the Seller and will not (A)
result in a material breach of any term or provision of the organizational
documents of the Seller or (B) materially conflict with, result in a
material
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breach, violation or acceleration of, or result in a
material default under, the terms of any other material agreement or
instrument to which the Seller is a party or by which it may be bound, or
any statute, order or regulation applicable to the Seller of any court,
regulatory body, administrative agency or governmental body having
jurisdiction over the Seller; and the Seller is not a party to, bound by,
or in breach or violation of any indenture or other agreement or
instrument, or subject to or in violation of any statute, order or
regulation of any court, regulatory body, administrative agency or
governmental body having jurisdiction over it, which materially and
adversely affects, or, in the Seller's good faith and reasonable judgment,
would in the future materially and adversely affect, (X) the ability of
the Seller to perform its obligations under this Agreement or the Letter
Agreement or the Pooling and Servicing Agreement or (Y) the business,
operations, financial condition, properties or assets of the Seller;
(iv) no litigation is pending or, to the best of the Seller's
knowledge, threatened against the Seller that would adversely affect the
execution, delivery or enforceability of this Agreement or the ability of
the Seller to transfer, or cause to be transferred, the Daiwa Mortgage
Assets or to perform in all material respects any of its other obligations
hereunder or under the Pooling and Servicing Agreement or under the Letter
Agreement in accordance with the terms hereof or thereof;
(v) no written information, certificate of an officer, statement
furnished in writing or written report delivered to the Depositor, any
affiliate of the Depositor or the Trustee and prepared by the Seller
pursuant to this Agreement or in connection with the transactions
contemplated by this Agreement contains any untrue statement of a material
fact or omits to state a material fact necessary to make the information,
certificate, statement or report not misleading;
(vi) no consent, approval, authorization or order of any court or
governmental agency or body is required for the execution, delivery and
performance by the Seller of, or compliance by the Seller with, this
Agreement or the Letter Agreement or the Pooling and Servicing Agreement
or the consummation of the transactions contemplated hereby or thereby, or
if any such consent, approval, authorization or order is required, the
Seller has, or prior to the Closing Date will have, obtained the same;
(vii) the consummation of the transactions contemplated by this
Agreement, the Letter Agreement and the Pooling and Servicing Agreement
are not subject to the bulk transfer or any similar statutory provisions
in effect in any applicable jurisdiction;
(viii) The Daiwa Information (as defined in Section 6(a) hereof)
set forth in the Prospectus and the Memorandum does not contain any untrue
statement of a material fact or omit to state a material fact necessary in
order to make the statements therein, in the light of the circumstances
under which they were made, not misleading.
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(ix) The Daiwa Mortgage Assets identified on the Daiwa Mortgage
Asset Schedule attached hereto were not selected for inclusion therein
from the Seller's portfolio on any basis which would (1) cause private
institutional investors to regard the Daiwa Mortgage Assets as an
unacceptable investment, (2) cause the Daiwa Mortgage Assets to become
delinquent or (3) affect adversely the value or marketability of the Daiwa
Mortgage Assets.
(x) In selecting the Daiwa Mortgage Assets for sale pursuant hereto,
no selection procedure was employed by the Seller that was intended to
adversely affect the interests of the Depositor or its successors and
assigns, including the delinquency or loss characteristics of the Daiwa
Mortgage Assets.
SECTION 4. Closing. The closing of the sale of the Daiwa Mortgage
Assets (the "Closing") shall be held at the offices of Xxxxxxx Xxxxxxxx & Wood,
Two Xxxxx Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 at 10:00 A.M., New York time,
on the Closing Date.
The Closing shall be subject to each of the following conditions:
(a) All of the representations and warranties of the Seller set
forth in this Agreement, the Letter Agreement and/or the Pooling and Servicing
Agreement shall be true and correct in all material respects as of the Closing
Date;
(b) All documents specified in Section 5 of this Agreement (the
"Closing Documents"), in such forms as are agreed upon and acceptable to the
Depositor, shall be duly executed and delivered by all signatories as required
pursuant to the respective terms thereof;
(c) All other terms and conditions of this Agreement, the Letter
Agreement and the Pooling and Servicing Agreement required to be complied with
on or before the Closing Date shall have been complied with and the Seller shall
have the ability to comply with all terms and conditions and perform all duties
and obligations required to be complied with or performed after the Closing
Date;
(d) The Class A Certificates and Class S Certificates shall have
been assigned the ratings set forth in the Prospectus Supplement by S&P;
(e) The Seller shall have paid all fees and expenses payable by it
to the Depositor or otherwise pursuant to this Agreement and the Letter
Agreement; and
(f) All other terms and conditions of the Underwriting Agreement,
Letter Agreement, the Pooling and Servicing Agreement and the Greystone Mortgage
Asset Purchase Agreement required to be complied with on or before the Closing
Date shall have been complied with by the parties thereto.
Both parties hereto agree to act in good faith and use their best
efforts to perform their respective obligations hereunder in a manner that will
enable the Seller to convey the Daiwa
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Mortgage Assets on the Closing Date. Except as may be limited of superseded by
the terms of the Letter Agreement, if any of the foregoing conditions shall not
have been satisfied in all material respects as and when required under this
Agreement, other than by reason of a material breach of any covenants or
agreements contained herein on the part of the Depositor, or if the Seller is in
material breach of any covenants or agreements contained herein, then the
Depositor shall be entitled to terminate this Agreement (exclusive of any
payment or reimbursement obligations of the Seller hereunder), cancel all of its
obligations hereunder and pursue any other right or remedy available at law or
in equity.
SECTION 5. Closing Documents. The Closing Documents shall consist of
the following:
(a) This Agreement, the Pooling and Servicing Agreement and the
Letter Agreement, duly executed and delivered by the Seller and by each of the
other parties thereto;
(b) A Certificate of the Seller, executed by a duly authorized
officer of the Seller and dated the Closing Date, and upon which the Depositor
and the Underwriters may rely, to the effect that: (i) the representations and
warranties of the Seller in this Agreement and in the Pooling and Servicing
Agreement are true and correct in all material respects at and as of the Closing
Date with the same effect as if made on such date; and (ii) the Seller has, in
all material respects, complied with all the agreements and satisfied all the
conditions on its part that are required under this Agreement, the Letter
Agreement or the Pooling and Servicing Agreement to be performed or satisfied at
or prior to the Closing Date;
(c) An Officer's Certificate from an officer of the Seller, in his
or her individual capacity, dated the Closing Date, and upon which the Depositor
and the Underwriters may rely, to the effect that each individual who, as an
officer or representative of the Seller, signed this Agreement, the Pooling and
Servicing Agreement, the Letter Agreement or any other document or certificate
delivered on or before the Closing Date in connection with the transactions
contemplated herein or therein, was at the respective times of such signing and
delivery, and is as of the Closing Date, duly elected or appointed, qualified
and acting as such officer or representative, and the signatures of such persons
appearing on such documents and certificates are their genuine signatures;
(d) The resolutions of the board of directors of the Seller and any
requisite shareholder consent authorizing the Seller's entering into the
transactions contemplated by this Agreement, the certificate of incorporation
and by-laws of the Seller as in effect on the Closing Date, and a certificate of
good standing of the Seller issued by the Secretary of State of New York not
earlier than thirty (30) days prior to the Closing Date;
(e) One or more letters from a firm of certified public accountants
acceptable to the Depositor and the Seller, dated the date hereof, to the effect
that they have performed certain specified procedures as a result of which they
determined that certain information of an accounting, financial or statistical
nature constituting part of Daiwa's Information (as defined in
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Section 6(a) below) in the Prospectus and the Memorandum agrees with the records
of the Seller and the Master Servicer;
(f) Such written opinion or opinions of Xxxxxxx Xxxxx Xxxxxxx &
Xxxxxxxxx, counsel for the Seller and Greystone Funding, as may be required by
the Depositor and its counsel with respect to matters relating to the Seller and
Greystone Funding, this Agreement and the Pooling and Servicing Agreement, in
form and substance acceptable to the Depositor and its counsel, with any
modifications required by S&P, dated the Closing Date and addressed to the
Depositor, the Underwriters and S&P, together with such other written opinions
as may be required by the S&P; and
(g) Such further certificates, opinions and documents as the
Depositor may reasonably request.
SECTION 6. Indemnification.
(a) The Seller agrees to indemnify and hold harmless the Depositor,
each Underwriter, Greystone Funding and the Master Servicer, their respective
officers and directors, and each person, if any, who controls any such Person
within the meaning of either Section 15 of the 1933 Act or Section 20 of the
Securities Exchange Act of 1934, as amended (the "1934 Act"), against any and
all losses, claims, damages or liabilities, joint or several, to which they or
any of them may become subject under the 1933 Act, the 1934 Act or other federal
or state statutory law or regulation, at common law or otherwise, insofar as
such losses, claims, damages or liabilities (or actions in respect thereof)
arise out of or are based in whole or in part, directly or indirectly, upon any
untrue statement or alleged untrue statement of a material fact set forth in the
Prospectus Supplement in the first narrative paragraph on the cover page thereof
(which paragraph carries over to page S-2), under the captions "SUMMARY OF
TERMS--Sellers", "--The Mortgage Pool", "--Prepayment Provisions of the Mortgage
Loans", "--FHA Insurance and GNMA Guaranty" (other than information contained
therein regarding specific terms of the Pooling and Servicing Agreement) and
"--Servicing Fees", "RISK FACTORS--The Mortgage Assets", "DESCRIPTION OF THE
MORTGAGE POOL", "FHA MORTGAGE INSURANCE PROGRAMS" (except for information under
the sub-heading "-- FHA Default and Prepayment Experience"), "GNMA
MORTGAGE-BACKED SECURITIES PROGRAM" and "DAIWA FINANCE CORP." or elsewhere in
the Prospectus Supplement with respect to, or based on information provided by
or on behalf of the Seller regarding, specific characteristics of the Daiwa
Mortgage Assets, the Daiwa FHA Loans, the Daiwa Underlying Loans, the Mortgaged
Properties securing the Daiwa Mortgage Loans and/or the Daiwa Underlying Loans,
and/or the Seller and its affiliates (collectively, the "Daiwa Information"), or
arise out of or are based upon any omission or alleged omission to state in the
Daiwa Information a material fact required to be stated therein or necessary to
make the statements therein, in the light of the circumstances in which they
were made, not misleading. The Seller further agrees to indemnify and hold
harmless the Depositor, each Underwriter, Greystone Funding and the Master
Servicer, their respective officers and directors, and each person, if any, who
controls any such Person within the meaning of either Section 15 of the 1933 Act
or Section 20 of the 1934 Act, to the same extent as the foregoing indemnity
with reference to the inclusion of information in the Memorandum or any
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amendment thereof or supplement thereto substantially identical to that included
in the Prospectus Supplement with respect to the Daiwa Information (all such
substantially identical information included in the Memorandum also being
referred to herein as the "Daiwa Information"). The Seller further agrees to
indemnify and hold harmless the Depositor, each Underwriter, Greystone Funding
and the Master Servicer, their respective officers and directors, and each
person, if any, who controls any such Person within the meaning of either
Section 15 of the 1933 Act or Section 20 of the 1934 Act, against any and all
losses, claims, damages or liabilities, joint or several, to which they or any
of them may become subject under the 1933 Act, the 1934 Act or other federal or
state statutory law or regulation, at common law or otherwise, insofar as such
losses, claims, damages or liabilities (or actions in respect thereof) arise out
of or are based in whole or in part, directly or indirectly, upon any untrue
statement or alleged untrue statement of a material fact in any ABS Terms Sheets
or Computational Materials (as such terms are defined in the Underwriting
Agreement), including any amendments thereof or supplements thereto, or arise
out of or are based upon any omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein, in light of the circumstances in which they were made, not misleading,
which untrue statement, alleged untrue statement, omission or alleged omission,
in turn, arose out of or was based upon any information or data provided by or
on behalf of the Seller to DLJ or the Depositor regarding the Daiwa Mortgage
Assets, the Daiwa FHA Loans, the Daiwa Underlying Loans, the Mortgaged
Properties securing the Daiwa FHA Loans and/or the Daiwa Underlying Loans,
and/or the Seller or its affiliates (such information or data so supplied by or
on behalf of the Seller the "Daiwa Raw Data"); provided that the Seller shall
not be liable for any untrue statement, alleged untrue statement, omission or
alleged omission in any Computational Materials or ABS Term Sheets, or in any
amendments thereof or supplements thereto, which arose out of or was based upon
any Daiwa Raw Data which (although subsequently determined to be erroneous or
incomplete) was, at the time that any such Daiwa Raw Data was delivered to the
Depositor or DLJ, believed by the Seller to the best of its knowledge to be
accurate and complete. This indemnity agreement will be in addition to any
liability which the Seller may otherwise have.
(b) Promptly after receipt by any person entitled to indemnification
under this Section 6 (an "indemnified party") of notice of the commencement of
any action, such indemnified party will, if a claim in respect thereof is to be
made against the Seller (the "indemnifying party") under this Section 6, notify
the indemnifying party in writing of the commencement thereof, but the omission
so to notify the indemnifying party will not relieve it from any liability that
it may have to any indemnified party otherwise than under this Section 6. In
case any such action is brought against any indemnified party and it notifies
the indemnifying party of the commencement thereof, the indemnifying party will
be entitled to participate therein, and to the extent that it may elect by
written notice delivered to the indemnified party promptly after receiving the
aforesaid notice from such indemnified party, to assume the defense thereof,
with counsel satisfactory to such indemnified party; provided, however, that if
the defendants in any such action include both the indemnified party and the
indemnifying party and the indemnified party or parties shall have reasonably
concluded that there may be legal defenses available to it or them and/or other
indemnified parties that are different from or additional to those available to
the indemnifying party, the indemnified party or parties shall have the right
to select separate counsel to assert such legal defenses and to otherwise
participate in the defense
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of such action on behalf of such indemnified party or parties. Upon receipt of
notice from the indemnifying party to such indemnified party of its election so
to assume the defense of such action and approval by the indemnified party of
counsel, the indemnifying party will not be liable for any legal or other
expenses subsequently incurred by such indemnified party in connection with the
defense thereof, unless (i) the indemnified party shall have employed separate
counsel in connection with the assertion of legal defenses in accordance with
the proviso to the preceding sentence (it being understood, however, that the
indemnifying party shall not be liable for the expenses of more than one
separate counsel, approved by the Depositor, representing all the indemnified
parties under Section 6(a) who are parties to such action), (ii) the
indemnifying party shall not have employed counsel satisfactory to the
indemnified party to represent the indemnified party within a reasonable time
after notice of commencement of the action or (iii) the indemnifying party has
authorized the employment of counsel for the indemnified party at the expense of
the indemnifying party; and except that, if clause (i) or (iii) is applicable,
such liability shall only be in respect of the counsel referred to in such
clause (i) or (iii).
(c) If the indemnification provided for in this Section 6 is
unavailable to an indemnified party under Section 6(a) hereof or insufficient in
respect of any losses, claims, damages or liabilities referred to therein, then
the indemnifying party, in lieu of indemnifying such indemnified party, shall
contribute to the amount paid or payable by such indemnified party as a result
of such losses, claims, damages or liabilities, in such proportion as is
appropriate to reflect the relative fault of the indemnified and indemnifying
parties in connection with the statements or omissions which resulted in such
losses, claims, damages or liabilities, as well as any other relevant equitable
considerations. The relative fault of the indemnified and indemnifying parties
shall be determined by reference to, among other things, whether the untrue or
alleged untrue statement of a material fact or the omission or alleged omission
to state a material fact relates to information supplied by such parties.
(d) The parties hereto agree that it would not be just and equitable
if contribution pursuant to Section 6(c) were determined by pro rata allocation
or by any other method of allocation that does not take account of the
considerations referred to in Section 6(c) above. The amount paid or payable by
an indemnified party as a result of the losses, claims, damages and liabilities
referred to in this Section 6 shall be deemed to include, subject to the
limitations set forth above, any legal or other expenses reasonably incurred by
such indemnified party in connection with investigating or defending any such
action or claim, except where the indemnified party is required to bear such
expenses pursuant to this Section 6, which expenses the indemnifying party shall
pay as and when incurred, at the request of the indemnified party, to the extent
that the indemnifying party will be ultimately obligated to pay such expenses.
If any expenses so paid by the indemnifying party are subsequently determined
not to be required to be borne by the indemnifying party hereunder, the party
that received such payment shall promptly refund the amount so paid to the party
which made such payment. No person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the 0000 Xxx) shall be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation.
(e) The indemnity and contribution agreements contained in this
Section 6 shall remain operative and in full force and effect regardless of (i)
any termination of this Agreement,
- 11 -
(ii) any investigation made by the Depositor, any of the Underwriters, any of
their respective directors or officers, or any person controlling the Depositor
or the Underwriters, and (iii) conveyance of and payment for the Daiwa Mortgage
Assets.
(f) Without in any way limiting any other Person's right to
contribution otherwise provided for pursuant to this Section 6, the Seller
agrees that in the event contribution is obtained pursuant to this Section 6
from the Seller, as between the Seller and Greystone Funding, the Seller will
each pay its proportionate share of such contribution based on the portion of
the Mortgage Assets sold to the Depositor by the Seller in connection with the
issuance and sale of the Certificates.
SECTION 7. Costs. The Seller, but only to the extent and in the
manner set forth in the Letter Agreement, shall be responsible for, and shall
pay or reimburse the Depositor with respect to the aggregate of the following
amounts: (i) the costs and expenses of printing (or otherwise reproducing) and
delivering a final Prospectus and Memorandum relating to the Certificates; (ii)
the initial fees, costs and expenses of the Trustee (including reasonable
attorneys' fees); (iii) fees in connection with the registration of the Class A
Certificates and the Class S Certificates under the 1933 Act; (iv) the fees
charged by S&P to rate the Publicly Offered Certificates; (v) the fees and
disbursements of Xxxxxxx Xxxxxxxx & Xxxx, as counsel to DLJ, and the fees and
disbursements of O'Xxxxxx Xxxxxxxx, Xxxxxxxx Xxxxxxxx, Xxxxxxxxxxxxx & Xxxxxxxx,
as counsel to the Depositor; and (vi) the cost of obtaining a "comfort letter or
letters" from a firm of certified public accountants selected by the Depositor
with respect to numerical information in respect of the Daiwa Mortgage Assets
and Certificates included in the Prospectus and Memorandum. All other costs and
expenses in connection with the transactions contemplated hereunder shall be
borne by the party incurring such expense.
SECTION 8. Conveyance of GNMA Certificates. Daiwa Securities hereby
agrees to transfer and assign to the Trustee (for good and valuable
consideration hereunder as may be allocated from the proceeds received by Daiwa
Finance hereunder) without recourse, initially for the benefit of the Depositor
and, upon issuance of the Certificates, for the exclusive benefit of the
Certificateholders all the right, title and interest of Daiwa Securities in the
Daiwa GNMA Certificates identified on the Daiwa Mortgage Asset Schedule. Daiwa
Securities makes no representations, warranties or covenants with respect to the
GNMA Certificates or other Daiwa Mortgage Assets and assumes no obligations
other than the obligation to transfer and assign to the Trustee the GNMA
Certificates under this paragraph.
SECTION 9. Notices. All demands, notices and communications
hereunder shall be in writing and shall be deemed to have been duly given if
personally delivered to or mailed, by registered mail, postage prepaid, or
Federal Express or other nationally recognized courier service or transmitted by
facsimile, telex or telegraph and confirmed by a similar mailed writing: if to
the Depositor, addressed to the Depositor at 0000 Xxxx Xxxxxxxxx Xxxx, Xxxxx
000, Xxxxxxx, Xxxxxxx 00000, or to such other address as may hereafter be
furnished to the Seller in writing by the Depositor; if to the Seller, addressed
to the Seller at Daiwa Finance Corp., 00 Xxx Xxxx,
- 00 -
Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxx Xxxxxxx, Esq. with an additional copy
to Xx. Xxxxxx Xxxx, or to such address as the Seller may designate in writing to
the Depositor.
SECTION 10. Representations, Warranties and Agreements to Survive
Delivery. All representations, warranties and agreements contained in this
Agreement, incorporated herein by reference or contained in the certificates of
officers of the Seller and the Master Servicer submitted pursuant hereto or in
connection with the transactions contemplated hereby, shall remain operative and
in full force and effect and shall survive delivery of the Daiwa Mortgage Assets
by the Seller to the Trustee.
SECTION 11. Severability of Provisions. Any part, provision,
representation, warranty or covenant of this Agreement that is prohibited or
which is held to be void or unenforceable shall be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof. Any part, provision, representation, warranty or covenant of
this Agreement that is prohibited or unenforceable or is held to be void or
unenforceable in any particular jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any particular jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction. To the extent permitted
by applicable law, the parties hereto waive any provision of law which prohibits
or renders void or unenforceable any provision hereof.
SECTION 12. Counterparts. This Agreement may be executed in any
number of counterparts, each of which shall be an original, but which together
shall constitute one and the same agreement.
SECTION 13. GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS, DUTIES,
OBLIGATIONS AND RESPONSIBILITIES OF THE PARTIES HERETO SHALL BE GOVERNED IN
ACCORDANCE WITH THE INTERNAL LAWS AND DECISIONS OF NEW YORK. THE PARTIES HERETO
INTEND THAT THE PROVISIONS OF SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS
LAW SHALL APPLY TO THIS AGREEMENT.
SECTION 14. Further Assurances. The Seller, the Master Servicer and
the Depositor agree to execute and deliver such instruments and take such
further actions as the other party may, from time to time, reasonably request in
order to effectuate the purposes and to carry out the terms of this Agreement.
SECTION 15. Successors and Assigns. The rights and obligations of
the Seller and the Master Servicer under this Agreement shall not be assigned by
the Seller or the Master Servicer, as the case may be, without the prior written
consent of the Depositor, except that any person into which the Seller or the
Master Servicer may be merged or consolidated, or any corporation resulting from
any merger, conversion or consolidation to which the Seller or the Master
Servicer is a party, or any person succeeding to all or substantially all of the
business of the Seller and the Master Servicer, shall be the successor to the
Seller or the Master Servicer, as
- 13 -
the case may be, hereunder. The Depositor has the right to assign its interest
under this Agreement, in whole or in part, as may be required to effect the
purposes of the Pooling and Servicing Agreement, and the assignee shall, to the
extent of such assignment, succeed to the rights and obligations hereunder of
the Depositor. Subject to the foregoing, this Agreement shall bind and inure to
the benefit of and be enforceable by the Seller, the Master Servicer and the
Depositor, and their permitted successors and assigns, and the officers,
directors and controlling persons referred to in Section 6.
SECTION 16. Amendments. No term or provision of this Agreement may
be waived or modified unless such waiver or modification is in writing and
signed by a duly authorized officer of the party against whom such waiver or
modification is sought to be enforced.
SECTION 17. Third-Party Beneficiaries. This Agreement will inure to
the benefit of and be binding upon the parties hereto, the Underwriters,
Greystone and their respective successors and permitted assigns. Except as
otherwise provided in this Agreement, no other Person will have any right or
obligation hereunder.
IN WITNESS WHEREOF, the Seller and the Depositor have caused their
names to be signed hereto by their respective duly authorized officers as of the
date first above written.
DAIWA FINANCE CORP., Seller
By:______________________________
Name:____________________________
Title:___________________________
AMERICAN SOUTHWEST FINANCIAL
SECURITIES CORPORATION, Depositor
By:______________________________
Name:____________________________
Title:___________________________
Acknowledged and Agreed to solely for the purposes of Section 8 hereof:
DAIWA SECURITIES AMERICA INC.
By:______________________________
Name:____________________________
Title:___________________________
EXHIBIT A
MORTGAGE ASSET SCHEDULE
Daiwa Finance Corp.
MORTGAGE ASSET SCHEDULE
Loan Number Mortgage Mortgage Section of Original
(corresponding Asset Property Housing GNMA Pool Principal Cut-Off Date Lien
to Prospectus) Type Type Act Number Balance Balance Position
-------------- -------- -------- ---------- --------- --------- ------------ --------
1* GNMA Multifamily 223f 402308PL $12,583,228.00 $12,441,203.24 First
3 GNMA Nursing 223a7 436933PL $11,040,700.00 $11,030,669.86 First
7 FHA Nursing 223a7 N/A $7,942,900.00 $7,938,262.27 First
9 FHA Multifamily 223f N/A $7,800,100.00 $7,790,441.85 First
11 FHA Nursing 223f N/A $7,402,500.00 $7,396,846.53 First
15 GNMA Multifamily 223f 429325PL $5,450,000.00 $5,442,661.96 First
18 FHA Multifamily 221d4 N/A $4,943,000.00 $4,937,835.39 First
20 FHA Nursing 232 N/A $4,549,445.00 $4,483,182.91 First
21 FHA Multifamily 223f N/A $4,505,000.00 $4,458,246.24 First
22 FHA Nursing 223f N/A $3,995,000.00 $3,990,142.49 First
25 FHA Multifamily 221d4 N/A $3,813,200.00 $3,808,907.19 First
26 GNMA Multifamily 223f 372752PL $3,758,600.00 $3,755,508.03 First
29 FHA Nursing 223f N/A $3,478,200.00 $3,475,510.39 First
33 GNMA Multifamily 223f 420201PN $2,919,000.00 $2,916,367.21 First
34 FHA Multifamily 223f N/A $2,899,500.00 $2,899,500.00 First
39 FHA Nursing 223f N/A $2,701,300.00 $2,698,015.51 First
42 GNMA Multifamily 241f 378387PN $2,392,800.00 $2,377,104.74 Second
43 FHA Nursing 232 N/A $2,212,800.00 $2,208,574.32 First
44 FHA Multifamily 221d4 N/A $2,205,000.00 $2,195,585.18 First
45 FHA Nursing 232 N/A $2,187,200.00 $2,181,057.78 First
46 FHA Nursing 232 N/A $2,160,000.00 $2,149,274.05 First
47 FHA Nursing 223f N/A $2,125,000.00 $2,122,416.20 First
50 GNMA Multifamily 223f 414001PL $1,755,200.00 $1,754,051.85 First
51 FHA Multifamily 221d4 N/A $1,738,900.00 $1,724,783.37 First
53 FHA Nursing 232 N/A $1,709,100.00 $1,706,846.35 First
55 GNMA Multifamily 241f 378389PN $1,707,700.00 $1,685,622.50 Second
56 FHA Nursing 223d N/A $1,655,000.00 $1,654,033.67 Second
57 GNMA Multifamily 223a7 420200PN $1,624,500.00 $1,621,888.79 First
58 FHA Multifamily 223f N/A $1,568,500.00 $1,548,123.01 First
60 FHA Nursing 223f N/A $1,421,600.00 $1,419,871.50 First
61 GNMA Multifamily 223f 432832PL $1,348,600.00 $1,347,420.26 First
63 FHA Multifamily 241 N/A $1,302,400.00 $1,296,916.66 Second
FHA Multifamily 223f N/A $1,139,700.00 $1,129,714.75 First
64
65 GNMA Multifamily 221d4 373433PN $1,053,900.00 $1,044,232.69 First
Loan Number
(corresponding Mortgage Net Asset Servicing First Due Stated
to Prospectus) Rate Ratio Fee Rate Date Maturity Date
-------------- ---- ----- -------- ---- -------------
1* 8.375% 8.105% 0.270% 11/01/94 10/15/29
3 8.450% 8.180% 0.270% 11/01/96 02/15/30
7 8.500% 8.305% 0.195% 11/01/96 12/01/34
9 8.250% 8.045% 0.205% 10/01/96 09/01/31
11 8.550% 8.355% 0.195% 11/01/96 10/01/31
15 8.000% 7.730% 0.270% 11/01/96 10/15/26
18 9.125% 8.910% 0.215% 08/01/96 07/01/36
20 9.000% 8.820% 0.180% 09/01/94 03/01/26
21 8.900% 8.680% 0.220% 10/01/94 09/01/29
22 8.500% 8.305% 0.195% 11/01/96 10/01/26
25 9.500% 9.305% 0.195% 07/01/96 06/01/36
26 8.250% 7.980% 0.270% 11/01/96 10/15/31
29 8.500% 8.305% 0.195% 11/01/96 10/01/31
33 7.875% 7.605% 0.270% 10/01/96 10/15/31
34 8.125% 7.785% 0.340% 12/01/96 12/01/31
39 8.500% 8.305% 0.195% 11/01/96 10/01/26
42 8.750% 8.355% 0.395% 11/01/94 10/15/34
43 9.125% 8.930% 0.195% 04/01/96 03/01/36
44 9.250% 9.055% 0.195% 05/01/95 04/01/35
45 10.000% 9.180% 0.820% 05/01/96 10/01/28
46 9.750% 9.555% 0.195% 03/01/96 11/01/25
47 8.500% 8.305% 0.195% 11/01/96 10/01/26
50 8.125% 7.855% 0.270% 11/01/96 11/15/26
51 9.500% 8.910% 0.590% 11/01/93 10/01/33
53 9.500% 9.230% 0.270% 06/01/96 05/01/36
55 9.000% 8.605% 0.395% 05/01/95 04/15/24
56 8.500% 8.305% 0.195% 11/01/96 12/01/34
57 7.750% 7.480% 0.270% 10/01/96 01/15/30
58 9.250% 9.055% 0.195% 02/01/95 01/01/25
60 8.500% 8.305% 0.195% 11/01/96 10/01/26
61 8.000% 7.730% 0.270% 10/01/96 10/15/31
63 10.000% 9.805% 0.195% 01/01/96 08/01/28
9.250% 8.930% 0.320% 12/01/94 11/01/29
64
65 8.950% 8.680% 0.270% 09/01/94 07/15/30
Daiwa Finance Corp.
MORTGAGE ASSET SCHEDULE
Loan Number Mortgage Mortgage Section of Original
(corresponding Asset Property Housing GNMA Pool Principal Cut-Off Date Lien
to Prospectus) Type Type Act Number Balance Balance Position
-------------- -------- -------- ---------- --------- --------- ------------ --------
66 FHA Multifamily 223f N/A $1,020,000.00 $1,012,990.69 First
67 FHA Multifamily 223f N/A $907,600.00 $901,698.13 First
68 FHA Nursing 232 N/A $859,700.00 $857,717.45 First
70 FHA Nursing 232 N/A $798,300.00 $796,134.95 First
72 FHA Nursing 223f N/A $765,000.00 $760,678.31 First
73 FHA Nursing 241 N/A $700,000.00 $699,826.43 Second
75 GNMA Multifamily 241f 394108PL $627,000.00 $623,332.08 Second
76 FHA Nursing 223d N/A $584,400.00 $581,345.23 Second
77 FHA Multifamily 241f N/A $557,500.00 $550,974.33 Second
78 FHA Multifamily 241f N/A $484,000.00 $482,682.61 Second
79 FHA Multifamily 223f N/A $480,800.00 $476,358.02 First
80 FHA Multifamily 241f N/A $310,000.00 $307,793.06 Second
81 FHA Multifamily 241f N/A $175,600.00 $174,827.00 Second
----------------------------------------
$129,359,473.00 $128,857,177.03
========================================
Loan Number
(corresponding Mortgage Net Asset Servicing First Due Stated
to Prospectus) Rate Ratio Fee Rate Date Maturity Date
-------------- ---- ----- -------- ---- -------------
66 9.250% 9.055% 0.195% 05/01/95 04/01/30
67 9.250% 8.930% 0.320% 06/01/95 05/01/30
68 9.500% 9.180% 0.320% 01/01/96 12/01/35
70 9.500% 9.180% 0.320% 11/01/95 10/01/35
72 8.500% 8.180% 0.320% 11/01/95 10/01/30
73 8.750% 8.545% 0.205% 12/01/96 01/01/36
75 9.000% 8.480% 0.520% 12/01/94 11/15/34
76 8.500% 7.920% 0.580% 12/01/95 11/01/30
77 9.250% 9.055% 0.195% 12/01/94 11/01/26
78 8.625% 8.430% 0.195% 02/01/96 01/01/36
79 8.500% 8.160% 0.340% 11/01/96 10/01/07
80 8.750% 8.555% 0.195% 09/01/94 08/01/34
81 9.500% 9.305% 0.195% 03/01/95 02/01/35
Total Number of Loans = 47
Definitions
FHA - FHA Project Loan
GNMA = GNMA Pool
Nursing = Nursing Facility
N/A = Not Applicable
N/AV = Not Available
U/W = Underwriting Report
Lockout Date = In accordance with Mortgage Note and HUD regulations, loan is
locked out prior to this date.
Lockout Xxxxxxxxx xx 0, 0, 0, 0, 0 = 5% declining 1% per year until zero.
Date of NOI = Last day of fiscal year for which NOI was being calculated. If
financial statements were not available, HUD underwriting reports were utilized.
* The original and current principal balance for Loan No. 1 represents
approximately 46% of GNMA pool with an original balance or $27,538,200.00. All
numbers relating to debt service and NOI were calculated based on entire loan.
Daiwa Finance Corp.
MORTGAGE ASSET SCHEDULE
Loan Number Prepayment Provisions
(corresponding Remaining Term to -----------------------------
to Stated Maturity Debenture Retained Lockout Penalties
Prospectus) (in Months) Rate Yield Rate Date (thereafter) City
----------- ----------- ---- ---------- ---- ------------ ----
1* 394 N/A 0.00% 10/01/99 5,4,3,2,1 Xxxxxxxx Xxxxx
0 000 X/X 0.00% None 7% till 11-1-01 Xxxxxxxx
then 5,4,3,2,1
7 456 7.250% 0.00% 11/01/01 None Brighton
9 417 7.250% 0.00% 08/31/06 None Xxxxx
11 418 7.250% 0.00% 09/26/06 Xxxx Xx. Xxxxxx
00 000 X/X 0.00% 10/01/96 5,4,3,2,1 Lafayette
18 475 8.375% 0.00% 11/01/01 5,4,3,2,1 Killeen
20 351 11.500% 2.50% 07/01/94 10% declining Westfield
1/2% per year
21 393 7.750% 0.00% 09/01/99 Xxxx Xxxxxx Xxxxx
00 000 7.250% 0.00% 10/01/01 5,4,3,2,1 Greenville
25 474 7.750% 0.00% 02/08/01 5,4,3,2,1 Xx Xxxxx
00 000 X/X 0.00% 11/01/06 None Texas City
29 418 7.250% 0.00% 10/01/01 5,4,3,2,1 Big Rapids
33 418 N/A 0.00% 11/01/01 5,4,3,2,1 East Haven
34 419 7.250% 0.00% 01/01/02 5,4,3,2,1 San Bernardino
39 358 7.250% 0.00% 10/01/01 5,4,3,2,1 E. Lansing
42 454 N/A 0.00% 09/30/04 None Naugatuck
43 471 8.375% 0.00% 01/01/01 5,4,3,2,1 Montrose
44 460 8.375% 0.00% 03/08/00 5,4,3,2,1 Chicago
45 382 7.750% 0.00% 07/28/00 5,4,3,2,1 Keysville
46 347 8.375% 0.00% 12/01/00 5,4,3,2,1 Muskegon
47 358 7.250% 0.00% 10/01/01 5,4,3,2,1 Litchfield
50 359 N/A 0.00% 10/01/01 5,4,3,2,1 Spring Valley
51 442 8.000% 0.00% 11/01/03 None Duluth
53 473 8.375% 0.00% 06/01/01 5,4,3,2,1 Xxxxxxxxx
00 000 X/X 0.00% 05/01/00 5,4,3,2,1 Cumberland
56 456 7.250% 0.00% 11/01/01 None Brighton
57 397 N/A 0.00% 10/01/01 5,4,3,2,1 Miami Twnshp.
58 337 7.750% 0.00% 01/01/00 5,4,3,2,1 Waterbury
60 358 7.250% 0.00% 10/01/01 5,4,3,2,1 Xxxxxxx
00 000 X/X 0.00% 10/01/06 None Burnsville
63 380 8.375% 0.00% 11/01/00 5,4,3,2,1 Lexington
64 395 7.750% 0.00% 11/01/99 5,4,3,2,1 Xxxxxxxxxxxx
00 000 X/X 0.00% 11/01/04 None New Hope
66 400 8.375% 0.00% 04/01/00 5,4,3,2,1 Biddeford
Loan Number Cut-Off Debt
(corresponding Service
to Annual Debt Coverage
Prospectus) State Service Ratio NOI Date of NOI
----------- ----- ------- ----- --- -----------
1* VA $2,437,655.00 1.17 $2,854,403.00 12/31/95
3 NJ $992,909.00 1.34 $1,330,613.00 12/31/95
7 MA $1,011,163.00 1.19 $1,011,163.00 U/W 1996
9 NY $681,876.00 1.53 $1,045,944.00 U/W 1996
11 IL $666,714.00 1.23 $822,500.00 U/W 1996
15 IN $479,882.00 1.30 $625,472.00 U/W 1996
18 TX $463,257.00 1.17 $542,367.00 U/W 1995
20 NY $435,077.00 1.90 $826,616.00 U/W 1994
21 AZ $419,790.00 1.33 $556,900.00 U/W 1994
22 MI $368,617.00 1.36 $500,520.00 U/W 1996
25 TX $370,671.00 1.17 $433,060.00 U/W 1994
26 TX $328,573.00 1.40 $459,304.00 U/W 1996
29 MI $311,728.00 1.55 $483,120.00 U/W 1996
33 CT $245,507.00 1.62 $397,369.00 U/W 1996
34 CA $250,294.00 1.32 $330,891.00 U/W 1996
39 MI $249,248.00 1.78 $444,866.00 U/W 1996
42 CT $215,975.00 X/XX X/XX X/XX
00 MI $207,383.00 1.27 $264,120.00 U/W 1995
44 IL $209,209.00 1.17 $244,714.00 U/W 1995
45 GA $227,667.00 1.20 $273,087.00 U/W 1994
46 MI $223,007.00 1.40 $312,225.00 U/W 1994
47 MI $196,073.00 1.28 $250,047.00 U/W 1996
50 CA $156,185.00 1.25 $195,120.00 U/W 1996
51 MN $169,034.00 1.17 $197,486.00 U/W 1992
53 OH $166,137.00 1.29 $213,635.00 U/W 1995
55 MD $164,197.00 X/XX X/XX X/XX
00 XX $146,452.00 N/AV $1,011,163.00 U/W 1996
57 OH $136,276.00 1.44 $196,129.00 U/W 1996
58 CT $154,844.00 1.24 $191,401.00 U/W 1994
60 MI $131,170.00 1.32 $172,480.00 U/W 1996
61 MN $114,893.00 1.32 $151,891.00 U/W 1996
63 KY $135,477.00 X/XX X/XX X/XX
00 XX $109,787.00 1.24 $135,876.00 U/W 1994
65 AL $98,352.00 1.33 $130,878.00 U/W 1994
66 ME $98,256.00 1.37 $134,338.00 U/W 1995
Daiwa Finance Corp.
MORTGAGE ASSET SCHEDULE
Loan Number Prepayment Provisions
(corresponding Remaining Term to -----------------------------
to Stated Maturity Debenture Retained Lockout Penalties
Prospectus) (in Months) Rate Yield Rate Date (thereafter) City
----------- ----------- ---- ---------- ---- ------------ ----
67 401 8.375% 0.00% 05/01/00 5,4,3,2,1 Cuyahoga Falls
68 468 7.750% 0.00% 01/01/01 5,4,3,2,1 Wash. Crthse.
70 466 7.750% 0.00% 11/01/00 5,4,3,2,1 Marysville
72 406 7.250% 0.00% 11/01/00 5,4,3,2,1 Marysville
73 469 7.250% 0.00% 11/01/06 None Stamford
75 455 N/A 0.00% 11/01/04 None Excelsior
76 407 7.250% 0.00% 11/01/05 None Topsham
77 359 7.750% 0.00% 11/30/99 5,4,3,2,1 Grand Island
78 469 7.250% 0.00% 12/12/00 5,4,3,2,1 Los Angeles
79 130 7.250% 0.00% 11/01/01 None Irving
80 452 7.750% 0.00% 07/23/99 5,4,3,2,1 Ashland
81 458 8.375% 0.00% 01/27/05 None Ashland
Loan Number Cut-Off Debt
(corresponding Service
to Annual Debt Coverage
Prospectus) State Service Ratio NOI Date of NOI
----------- ----- ------- ----- --- -----------
67 OH $87,428.00 1.24 $108,204.00 U/W 1995
68 OH $83,569.00 1.27 $106,132.00 U/W 1994
70 OH $77,601.00 1.19 $92,559.00 U/W 1994
72 OH $68,562.00 1.31 $89,709.00 U/W 1995
73 NY $63,333.00 X/XX X/XX X/XX
00 MO $56,593.00 X/XX X/XX X/XX
00 ME $52,376.00 X/XX X/XX X/XX
00 NE $54,421.00 X/XX X/XX X/XX
00 CA $43,131.00 X/XX X/XX X/XX
00 TX $67,426.00 1.08 $72,541.00 U/W 1996
80 OR $27,981.00 X/XX X/XX X/XX
00 OR $17,070.00 X/XX X/XX X/XX
Total Number of Loans = 47
Definitions
FHA = FHA Project Loan
GNMA = GNMA Pool
Nursing = Nursing Facility
N/A = Not Applicable
N/AV = Not Available
U/W = Underwriting Report
Lockout Date = In accordance with Mortgage Note and HUD regulations, loan is
locked out prior to this date.
Lockout Penalties of 5,4,3,2,1 = 5% declining 1% per year until zero.
Date of NOI = Last day of fiscal year for which NOI was being calculated. If
financial statements were not available, HUD underwriting reports were utilized.
*The original and current principal balance for Loan No. 1 represents
approximately 46% of a GNMA pool with an original balance of $27,538,200.00. All
numbers relating to debt service and NOI were calculated based on entire loan.
EXHIBIT B
DRAFT OF THE POOLING AND SERVICING AGREEMENT
[To be provided upon request]
Daiwa Finance Corp.
MORTGAGE ASSET SCHEDULE
Loan Number Mortgage Mortgage Section of Original
(corresponding Asset Property Housing GNMA Pool Principal Cut-Off Date Lien
to Prospectus) Type Type Act Number Balance Balance Position
-------------- -------- -------- ---------- --------- --------- ------------ --------
1* GNMA Multifamily 223f 402308PL $12,583,228.00 $12,441,203.24 First
3 GNMA Nursing 223a7 436933PL $11,040,700.00 $11,030,669.86 First
7 FHA Nursing 223a7 N/A $7,942,900.00 $7,938,262.27 First
9 FHA Multifamily 223f N/A $7,800,100.00 $7,790,441.85 First
11 FHA Nursing 223f N/A $7,402,500.00 $7,396,846.53 First
15 GNMA Multifamily 223f 429325PL $5,450,000.00 $5,442,661.96 First
18 FHA Multifamily 221d4 N/A $4,943,000.00 $4,937,835.39 First
20 FHA Nursing 232 N/A $4,549,445.00 $4,483,182.91 First
21 FHA Multifamily 223f N/A $4,505,000.00 $4,458,246.24 First
22 FHA Nursing 223f N/A $3,995,000.00 $3,990,142.49 First
25 FHA Multifamily 221d4 N/A $3,813,200.00 $3,808,907.19 First
26 GNMA Multifamily 223f 372752PL $3,758,600.00 $3,755,508.03 First
29 FHA Nursing 223f N/A $3,478,200.00 $3,475,510.39 First
33 GNMA Multifamily 223f 420201PN $2,919,000.00 $2,916,367.21 First
34 FHA Multifamily 223f N/A $2,899,500.00 $2,899,500.00 First
39 FHA Nursing 223f N/A $2,701,300.00 $2,698,015.51 First
42 GNMA Multifamily 241f 378387PN $2,392,800.00 $2,377,104.74 Second
43 FHA Nursing 232 N/A $2,212,800.00 $2,208,574.32 First
44 FHA Multifamily 221d4 N/A $2,205,000.00 $2,195,585.18 First
45 FHA Nursing 232 N/A $2,187,200.00 $2,181,057.78 First
46 FHA Nursing 232 N/A $2,160,000.00 $2,149,274.05 First
47 FHA Nursing 223f N/A $2,125,000.00 $2,122,416.20 First
50 GNMA Multifamily 223f 414001PL $1,755,200.00 $1,754,051.85 First
51 FHA Multifamily 221d4 N/A $1,738,900.00 $1,724,783.37 First
53 FHA Nursing 232 N/A $1,709,100.00 $1,706,846.35 First
55 GNMA Multifamily 241f 378389PN $1,707,700.00 $1,685,622.50 Second
56 FHA Nursing 223d N/A $1,655,000.00 $1,654,033.67 Second
57 GNMA Multifamily 223a7 420200PN $1,624,500.00 $1,621,888.79 First
58 FHA Multifamily 223f N/A $1,568,500.00 $1,548,123.01 First
60 FHA Nursing 223f N/A $1,421,600.00 $1,419,871.50 First
61 GNMA Multifamily 223f 432832PL $1,348,600.00 $1,347,420.26 First
63 FHA Multifamily 241 N/A $1,302,400.00 $1,296,916.66 Second
FHA Multifamily 223f N/A $1,139,700.00 $1,129,714.75 First
64
65 GNMA Multifamily 221d4 373433PN $1,053,900.00 $1,044,232.69 First
Loan Number
(corresponding Mortgage Net Asset Servicing First Due Stated
to Prospectus) Rate Ratio Fee Rate Date Maturity Date
-------------- ---- ----- -------- ---- -------------
1* 8.375% 8.105% 0.270% 11/01/94 10/15/29
3 8.450% 8.180% 0.270% 11/01/96 02/15/30
7 8.500% 8.305% 0.195% 11/01/96 12/01/34
9 8.250% 8.045% 0.205% 10/01/96 09/01/31
11 8.550% 8.355% 0.195% 11/01/96 10/01/31
15 8.000% 7.730% 0.270% 11/01/96 10/15/26
18 9.125% 8.910% 0.215% 08/01/96 07/01/36
20 9.000% 8.820% 0.180% 09/01/94 03/01/26
21 8.900% 8.680% 0.220% 10/01/94 09/01/29
22 8.500% 8.305% 0.195% 11/01/96 10/01/26
25 9.500% 9.305% 0.195% 07/01/96 06/01/36
26 8.250% 7.980% 0.270% 11/01/96 10/15/31
29 8.500% 8.305% 0.195% 11/01/96 10/01/31
33 7.875% 7.605% 0.270% 10/01/96 10/15/31
34 8.125% 7.785% 0.340% 12/01/96 12/01/31
39 8.500% 8.305% 0.195% 11/01/96 10/01/26
42 8.750% 8.355% 0.395% 11/01/94 10/15/34
43 9.125% 8.930% 0.195% 04/01/96 03/01/36
44 9.250% 9.055% 0.195% 05/01/95 04/01/35
45 10.000% 9.180% 0.820% 05/01/96 10/01/28
46 9.750% 9.555% 0.195% 03/01/96 11/01/25
47 8.500% 8.305% 0.195% 11/01/96 10/01/26
50 8.125% 7.855% 0.270% 11/01/96 11/15/26
51 9.500% 8.910% 0.590% 11/01/93 10/01/33
53 9.500% 9.230% 0.270% 06/01/96 05/01/36
55 9.000% 8.605% 0.395% 05/01/95 04/15/24
56 8.500% 8.305% 0.195% 11/01/96 12/01/34
57 7.750% 7.480% 0.270% 10/01/96 01/15/30
58 9.250% 9.055% 0.195% 02/01/95 01/01/25
60 8.500% 8.305% 0.195% 11/01/96 10/01/26
61 8.000% 7.730% 0.270% 10/01/96 10/15/31
63 10.000% 9.805% 0.195% 01/01/96 08/01/28
9.250% 8.930% 0.320% 12/01/94 11/01/29
64
65 8.950% 8.680% 0.270% 09/01/94 07/15/30
Daiwa Finance Corp.
MORTGAGE ASSET SCHEDULE
Loan Number Mortgage Mortgage Section of Original
(corresponding Asset Property Housing GNMA Pool Principal Cut-Off Date Lien
to Prospectus) Type Type Act Number Balance Balance Position
-------------- -------- -------- ---------- --------- --------- ------------ --------
66 FHA Multifamily 223f N/A $1,020,000.00 $1,012,990.69 First
67 FHA Multifamily 223f N/A $907,600.00 $901,698.13 First
68 FHA Nursing 232 N/A $859,700.00 $857,717.45 First
70 FHA Nursing 232 N/A $798,300.00 $796,134.95 First
72 FHA Nursing 223f N/A $765,000.00 $760,678.31 First
73 FHA Nursing 241 N/A $700,000.00 $699,826.43 Second
75 GNMA Multifamily 241f 394108PL $627,000.00 $623,332.08 Second
76 FHA Nursing 223d N/A $584,400.00 $581,345.23 Second
77 FHA Multifamily 241f N/A $557,500.00 $550,974.33 Second
78 FHA Multifamily 241f N/A $484,000.00 $482,682.61 Second
79 FHA Multifamily 223f N/A $480,800.00 $476,358.02 First
80 FHA Multifamily 241f N/A $310,000.00 $307,793.06 Second
81 FHA Multifamily 241f N/A $175,600.00 $174,827.00 Second
----------------------------------------
$129,359,473.00 $128,857,177.03
========================================
Loan Number
(corresponding Mortgage Net Asset Servicing First Due Stated
to Prospectus) Rate Ratio Fee Rate Date Maturity Date
-------------- ---- ----- -------- ---- -------------
66 9.250% 9.055% 0.195% 05/01/95 04/01/30
67 9.250% 8.930% 0.320% 06/01/95 05/01/30
68 9.500% 9.180% 0.320% 01/01/96 12/01/35
70 9.500% 9.180% 0.320% 11/01/95 10/01/35
72 8.500% 8.180% 0.320% 11/01/95 10/01/30
73 8.750% 8.545% 0.205% 12/01/96 01/01/36
75 9.000% 8.480% 0.520% 12/01/94 11/15/34
76 8.500% 7.920% 0.580% 12/01/95 11/01/30
77 9.250% 9.055% 0.195% 12/01/94 11/01/26
78 8.625% 8.430% 0.195% 02/01/96 01/01/36
79 8.500% 8.160% 0.340% 11/01/96 10/01/07
80 8.750% 8.555% 0.195% 09/01/94 08/01/34
81 9.500% 9.305% 0.195% 03/01/95 02/01/35
Total Number of Loans = 47
Definitions
FHA - FHA Project Loan
GNMA = GNMA Pool
Nursing = Nursing Facility
N/A = Not Applicable
N/AV = Not Available
U/W = Underwriting Report
Lockout Date = In accordance with Mortgage Note and HUD regulations, loan is
locked out prior to this date.
Lockout Xxxxxxxxx xx 0, 0, 0, 0, 0 = 5% declining 1% per year until zero.
Date of NOI = Last day of fiscal year for which NOI was being calculated. If
financial statements were not available, HUD underwriting reports were utilized.
* The original and current principal balance for Loan No. 1 represents
approximately 46% of GNMA pool with an original balance or $27,538,200.00. All
numbers relating to debt service and NOI were calculated based on entire loan.
Daiwa Finance Corp.
MORTGAGE ASSET SCHEDULE
Loan Number Prepayment Provisions
(corresponding Remaining Term to -----------------------------
to Stated Maturity Debenture Retained Lockout Penalties
Prospectus) (in Months) Rate Yield Rate Date (thereafter) City
----------- ----------- ---- ---------- ---- ------------ ----
1* 394 N/A 0.00% 10/01/99 5,4,3,2,1 Xxxxxxxx Xxxxx
0 000 X/X 0.00% None 7% till 11-1-01 Xxxxxxxx
then 5,4,3,2,1
7 456 7.250% 0.00% 11/01/01 None Brighton
9 417 7.250% 0.00% 08/31/06 None Xxxxx
11 418 7.250% 0.00% 09/26/06 Xxxx Xx. Xxxxxx
00 000 X/X 0.00% 10/01/96 5,4,3,2,1 Lafayette
18 475 8.375% 0.00% 11/01/01 5,4,3,2,1 Killeen
20 351 11.500% 2.50% 07/01/94 10% declining Westfield
1/2% per year
21 393 7.750% 0.00% 09/01/99 Xxxx Xxxxxx Xxxxx
00 000 7.250% 0.00% 10/01/01 5,4,3,2,1 Greenville
25 474 7.750% 0.00% 02/08/01 5,4,3,2,1 Xx Xxxxx
00 000 X/X 0.00% 11/01/06 None Texas City
29 418 7.250% 0.00% 10/01/01 5,4,3,2,1 Big Rapids
33 418 N/A 0.00% 11/01/01 5,4,3,2,1 East Haven
34 419 7.250% 0.00% 01/01/02 5,4,3,2,1 San Bernardino
39 358 7.250% 0.00% 10/01/01 5,4,3,2,1 E. Lansing
42 454 N/A 0.00% 09/30/04 None Naugatuck
43 471 8.375% 0.00% 01/01/01 5,4,3,2,1 Montrose
44 460 8.375% 0.00% 03/08/00 5,4,3,2,1 Chicago
45 382 7.750% 0.00% 07/28/00 5,4,3,2,1 Keysville
46 347 8.375% 0.00% 12/01/00 5,4,3,2,1 Muskegon
47 358 7.250% 0.00% 10/01/01 5,4,3,2,1 Litchfield
50 359 N/A 0.00% 10/01/01 5,4,3,2,1 Spring Valley
51 442 8.000% 0.00% 11/01/03 None Duluth
53 473 8.375% 0.00% 06/01/01 5,4,3,2,1 Xxxxxxxxx
00 000 X/X 0.00% 05/01/00 5,4,3,2,1 Cumberland
56 456 7.250% 0.00% 11/01/01 None Brighton
57 397 N/A 0.00% 10/01/01 5,4,3,2,1 Miami Twnshp.
58 337 7.750% 0.00% 01/01/00 5,4,3,2,1 Waterbury
60 358 7.250% 0.00% 10/01/01 5,4,3,2,1 Xxxxxxx
00 000 X/X 0.00% 10/01/06 None Burnsville
63 380 8.375% 0.00% 11/01/00 5,4,3,2,1 Lexington
64 395 7.750% 0.00% 11/01/99 5,4,3,2,1 Xxxxxxxxxxxx
00 000 X/X 0.00% 11/01/04 None New Hope
66 400 8.375% 0.00% 04/01/00 5,4,3,2,1 Biddeford
Loan Number Cut-Off Debt
(corresponding Service
to Annual Debt Coverage
Prospectus) State Service Ratio NOI Date of NOI
----------- ----- ------- ----- --- -----------
1* VA $2,437,655.00 1.17 $2,854,403.00 12/31/95
3 NJ $992,909.00 1.34 $1,330,613.00 12/31/95
7 MA $1,011,163.00 1.19 $1,011,163.00 U/W 1996
9 NY $681,876.00 1.53 $1,045,944.00 U/W 1996
11 IL $666,714.00 1.23 $822,500.00 U/W 1996
15 IN $479,882.00 1.30 $625,472.00 U/W 1996
18 TX $463,257.00 1.17 $542,367.00 U/W 1995
20 NY $435,077.00 1.90 $826,616.00 U/W 1994
21 AZ $419,790.00 1.33 $556,900.00 U/W 1994
22 MI $368,617.00 1.36 $500,520.00 U/W 1996
25 TX $370,671.00 1.17 $433,060.00 U/W 1994
26 TX $328,573.00 1.40 $459,304.00 U/W 1996
29 MI $311,728.00 1.55 $483,120.00 U/W 1996
33 CT $245,507.00 1.62 $397,369.00 U/W 1996
34 CA $250,294.00 1.32 $330,891.00 U/W 1996
39 MI $249,248.00 1.78 $444,866.00 U/W 1996
42 CT $215,975.00 X/XX X/XX X/XX
00 MI $207,383.00 1.27 $264,120.00 U/W 1995
44 IL $209,209.00 1.17 $244,714.00 U/W 1995
45 GA $227,667.00 1.20 $273,087.00 U/W 1994
46 MI $223,007.00 1.40 $312,225.00 U/W 1994
47 MI $196,073.00 1.28 $250,047.00 U/W 1996
50 CA $156,185.00 1.25 $195,120.00 U/W 1996
51 MN $169,034.00 1.17 $197,486.00 U/W 1992
53 OH $166,137.00 1.29 $213,635.00 U/W 1995
55 MD $164,197.00 X/XX X/XX X/XX
00 XX $146,452.00 N/AV $1,011,163.00 U/W 1996
57 OH $136,276.00 1.44 $196,129.00 U/W 1996
58 CT $154,844.00 1.24 $191,401.00 U/W 1994
60 MI $131,170.00 1.32 $172,480.00 U/W 1996
61 MN $114,893.00 1.32 $151,891.00 U/W 1996
63 KY $135,477.00 X/XX X/XX X/XX
00 XX $109,787.00 1.24 $135,876.00 U/W 1994
65 AL $98,352.00 1.33 $130,878.00 U/W 1994
66 ME $98,256.00 1.37 $134,338.00 U/W 1995
Daiwa Finance Corp.
MORTGAGE ASSET SCHEDULE
Loan Number Prepayment Provisions
(corresponding Remaining Term to -----------------------------
to Stated Maturity Debenture Retained Lockout Penalties
Prospectus) (in Months) Rate Yield Rate Date (thereafter) City
----------- ----------- ---- ---------- ---- ------------ ----
67 401 8.375% 0.00% 05/01/00 5,4,3,2,1 Cuyahoga Falls
68 468 7.750% 0.00% 01/01/01 5,4,3,2,1 Wash. Crthse.
70 466 7.750% 0.00% 11/01/00 5,4,3,2,1 Marysville
72 406 7.250% 0.00% 11/01/00 5,4,3,2,1 Marysville
73 469 7.250% 0.00% 11/01/06 None Stamford
75 455 N/A 0.00% 11/01/04 None Excelsior
76 407 7.250% 0.00% 11/01/05 None Topsham
77 359 7.750% 0.00% 11/30/99 5,4,3,2,1 Grand Island
78 469 7.250% 0.00% 12/12/00 5,4,3,2,1 Los Angeles
79 130 7.250% 0.00% 11/01/01 None Irving
80 452 7.750% 0.00% 07/23/99 5,4,3,2,1 Ashland
81 458 8.375% 0.00% 01/27/05 None Ashland
Loan Number Cut-Off Debt
(corresponding Service
to Annual Debt Coverage
Prospectus) State Service Ratio NOI Date of NOI
----------- ----- ------- ----- --- -----------
67 OH $87,428.00 1.24 $108,204.00 U/W 1995
68 OH $83,569.00 1.27 $106,132.00 U/W 1994
70 OH $77,601.00 1.19 $92,559.00 U/W 1994
72 OH $68,562.00 1.31 $89,709.00 U/W 1995
73 NY $63,333.00 X/XX X/XX X/XX
00 MO $56,593.00 X/XX X/XX X/XX
00 ME $52,376.00 X/XX X/XX X/XX
00 NE $54,421.00 X/XX X/XX X/XX
00 CA $43,131.00 X/XX X/XX X/XX
00 TX $67,426.00 1.08 $72,541.00 U/W 1996
80 OR $27,981.00 X/XX X/XX X/XX
00 OR $17,070.00 X/XX X/XX X/XX
Total Number of Loans = 47
Definitions
FHA = FHA Project Loan
GNMA = GNMA Pool
Nursing = Nursing Facility
N/A = Not Applicable
N/AV = Not Available
U/W = Underwriting Report
Lockout Date = In accordance with Mortgage Note and HUD regulations, loan is
locked out prior to this date.
Lockout Penalties of 5,4,3,2,1 = 5% declining 1% per year until zero.
Date of NOI = Last day of fiscal year for which NOI was being calculated. If
financial statements were not available, HUD underwriting reports were utilized.
*The original and current principal balance for Loan No. 1 represents
approximately 46% of a GNMA pool with an original balance of $27,538,200.00. All
numbers relating to debt service and NOI were calculated based on entire loan.
Greystone Loan Schedule
(I) (II) (III) (IV) (V) (VI) (VII) (VIII)
--- ---- ----- ---- --- ---- ----- ------
Property Section of GNMA Original Cut-Off Lien Mortgage
# Type Type Housing Act Pool Number Balance Balance Position Rate
-----------------------------------------------------------------------------------------------------------------------------------
2 FHA Multifamily 207 101-11023 11,503,900.00 11,238,870.62 First 8.600%
4 FHA Multifamily 221(d)4 012-35203 9,879,400.00 9,021,896.41 First 9.500%
5 FHA Multifamily 223(e) 012-57014 9,236,700.00 8,187,273.54 First 8.500%
6 FHA Multifamily 220 017-32023 8,116,378.00 8,075,289.33 First 7.500%
8 FHA Multifamily 220 012-32188 8,734,900.00 7,879,950.96 First 9.000%
10 GNMA Multifamily 223(f) 413874 7,609,700.00 7,577,130.35 First 7.750%
12 GNMA Nursing Facility 232 157013 6,559,300.00 6,557,351.99 First 7.875%
13 FHA Nursing Facility 223(f) 024-43059 5,943,500.00 5,924,426.63 First 7.875%
14 GNMA Multifamily 223(f) 382270 5,649,100.00 5,511,712.40 First 8.375%
16 GNMA Multifamily 223(f) 419430 5,047,300.00 5,047,300.00 First 7.875%
17 FHA Multifamily 223(f) 133-11012 5,015,000.00 5,002,528.51 First 8.275%
19 FHA Nursing Facility 223(f) 024-43060 4,734,200.00 4,758,879.05 First 7.875%
23 FHA Nursing Facility 223(f) 042-43122 4,004,700.00 3,980,953.75 First 8.300%
24 FHA Multifamily 2223(f) 067-11058 3,867,500.00 3,838,016.35 First 8.825%
27 FHA Multifamily 221(d)4 114-35324 3,850,000.00 3,687,868.23 First 9.750%
28 FHA Multifamily 221(d)4 012-35281 4,459,300.00 3,485,858.44 First 9.500%
30 FHA Nursing Facility 232 042-43084 3,434,200.00 3,398,410.30 First 10.500%
31 FHA Multifamily 223(f) 000-94033 3,337,680.79 3,313,791.33 First 8.250%
32 FHA Multifamily 223(a)7 012-35639 2,990,100.00 2,930,412.99 First 8.500%
35 GNMA Multifamily 223(a)7 181119 2,892,800.00 2,856,635.08 First 8.450%
36 FHA Nursing Facility 223(f) 091-22001 2,837,900.00 2,836,736.71 First 8.250%
37 FHA Nursing Facility 223(f) 091-22003 2,779,800.00 2,778,660.53 First 8.250%
38 FHA Nursing Facility 223(f) 091-22002 2,750,400.00 2,749,272.58 First 8.250%
40 FHA Multifamily 223(f) 133-11010 2,465,000.00 2,458,869.91 First 8.275%
41 FHA Nursing Facility 232 047-43062 2,562,400.00 2,441,713.46 First 9.750%
48 GNMA Nursing Facility 223(f) 436930 1,829,800.00 1,826,768.71 First 8.250%
49 FHA Nursing Facility 232 042-43086 1,806,200.00 1,792,587.20 First 10.500%
52 FHA Multifamily 223(f) 044-94005 1,725,000.00 1,709,275.94 First 8.875%
54 FHA Nursing Facility 232 042-43087 1,715,600.00 1,702,543.25 First 10.500%
59 GNMA Multifamily 223(a)7 427643 1,506,400.00 1,500,220.30 First 8.250%
62 FHA Multifamily 221(d)4 053-35553 1,354,300.00 1,304,408.10 First 8.000%
69 FHA Multifamily 223(f) 133-11011 844,000.00 841,901.08 First 8.275%
71 GNMA Multifamily 223(f) 285711 819,796.00 792,721.81 First 7.900%
74 FHA Multifamily 241 051-10004 660,100.00 643,050.76 Second 10.250%
(IX) (X) (XI) (XII) (XIII) (XIV) (XV)
---- --- ---- ----- ------ ----- ----
Remaining
Servicing First Stated Term to FHA Retained
Net Asset Fee Scheduled Maturity Stated Debenture Yield
# Rate Rate Due Date Date Maturity Rate Rate
--------------------------------------------------------------------------------------------------------
2 8.405% 0.175% 1/1/97 9/1/27 369 8.500%
4 9.305% 0.175% 1/1/97 3/1/21 291 7.750%
5 8.360% 0.120% 1/1/97 2/1/21 290 7.125%
6 7.380% 0.100% 1/1/97 11/1/29 395 11.625% 4.125%
8 8.805% 0.175% 1/1/97 6/1/20 282 7.250%
10 7.355% 0.000% 1/1/97 3/1/31 411 N/A
12 7.605% 0.000% 1/1/97 11/1/36 479 N/A
13 7.680% 0.175% 1/1/97 5/1/31 413 6.500%
14 7.980% 0.000% 1/1/97 4/1/23 316 N/A
16 7.605% 0.000% 1/1/97 12/1/31 420 N/A
17 8.055% 0.200% 1/1/97 6/1/31 414 6.500%
19 7.680% 0.175% 1/1/97 5/1/31 413 6.500%
23 7.930% 0.350% 1/1/97 8/1/30 404 8.375% 0.075%
24 8.630% 0.175% 1/1/97 4/1/30 400 8.375%
27 9.610% 0.120% 1/1/97 6/1/25 342 10.125% 0.375%
28 9.305% 0.175% 1/1/97 12/1/20 288 7.750%
30 10.330% 0.150% 1/1/97 12/1/31 420 9.000%
31 8.130% 0.100% 1/1/97 6/1/21 294 10.250% 2.000%
32 8.180% 0.300% 1/1/97 10/1/23 322 7.250%
35 8.180% 0.000% 1/1/97 7/15/29 391 N/A
36 7.930% 0.300% 1/1/97 11/1/31 419 7.250%
37 7.930% 0.300% 1/1/97 11/1/31 419 7.250%
38 7.930% 0.300% 1/1/97 11/1/31 419 7.250%
40 8.055% 0.200% 1/1/97 6/1/31 414 6.500%
41 9.055% 0.675% 1/1/97 11/1/17 251 8.000%
48 7.980% 0.000% 1/1/97 8/15/31 000 X/X
00 10.305% 0.175% 1/1/97 6/1/32 426 9.000%
52 8.555% 0.300% 1/1/97 5/1/22 305 8.000%
54 10.305% 0.175% 1/1/97 5/1/32 425 9.000%
59 7.980% 0.000% 1/1/97 11/1/25 347 N/A
62 7.805% 0.175% 1/1/97 9/1/27 369 10.250% 2.250%
69 8.055% 0.200% 1/1/97 6/1/31 414 6.500%
71 7.630% 0.000% 1/1/97 12/1/21 300 N/A
74 9.930% 0.300% 1/1/97 12/1/27 372 10.250%
Greystone Loan Schedule
(XVI) (XVII) (XVIII) (XIX) (XX) (XXI)
Annual Cut-Off NOI
# Prepayment Provision City State Debt Service DSCR NOI Date
-----------------------------------------------------------------------------------------------------------------------------------
2 L(0.67) Aurora CO 1,041,212 1.79 1,865,539 FY'96
4 0.750%(.75)...0.125%(1) New York NY 960,351 1.07 1,029,957 FY'94
5 0.750%(0.5)...0.125%(1) New York NY 812,564 1.33 1,076,996 FY'95
6 L(9.25) Hartford CT 662,158 0.99 657,598 FY'95
8 0.75%(0.17)...0.125%(1) New York NY 808,532 1.60 1,290,361 FY'95
10 L(4.25),5%(1),4%(1),3%(1),2%(1),1%(1) Atlanta GA 673,601 1.60 1,076,744 FY'95
12 L(9.92) Atlanta PA 539,921 1.41 760,000 U/W
13 L(4.33),5%(1),4%(1),3%(1),2%(1),1%(1) Dover NH 500,110 1.67 835,232 U/W
14 L(2.33),5%(1),4%(1),3%(1),2%(1),1%(1) Austintown OH N/A N/A N/A N/A
16 L(5),5%(1),4%(1),3%(1),2%(1),1%(1) Blacksburg VA N/A N/A N/A N/A
17 L(4.42),5%(1),4%(1),3%(1),2%(1),1%(1) Lubbock TX N/A N/A N/A N/A
19 L(4.33),5%(1),4%(1),3%(1),2%(1),1%(1) Exeter NH 401,720 1.67 670,912 U/W
23 L(3.67),5%(1),4%(1),3%(1),2%(1),1%(1) Tallonadge OH 351,847 1.59 559,357 FY'95
24 L(3.25),5%(1),4%(1),3%(1),2%(1),1%(1) Merritt Island FL 357,793 1.32 473,165 U/W
27 1.375%(1.0)...0.125%(1) Port Xxxxxx TX X/X X/X X/X X/X
00 0.000%(0)...0.000%(0) Xxx Xxxx XX 449,721 1.75 788,156 FY'95
30 L(5) Navarre OH 366,183 1.61 590,711 FY'95
31 L(9.42) Suitland MD 315,475 0.44 137,247 FY'96
32 L(4.00) Brooklyn NY 311,556 1.50 468,370 FY'95
35 L(2.58),5%(1),4%(1),3%(1),2%(1),1%(1) Laurel MD N/A X/X X/X X/X
00 X(0.00),0%(0),0%(0),0%(0),0%(0),0%(0) Xxxxx Xxxx XX 248,086 2.68 663,956 U/W
37 L(4.83),5%(1),4%(1),3%(1),2%(1),1%(1) Pierre SD 243,007 2.43 590,151 U/W
38 L(4.83),5%(1),4%(1),3%(1),2%(1),1%(1) Rapid City SD 240,437 2.19 526,511 U/W
40 L(4.42),5%(1),4%(1),3%(1),2%(1),1%(1) Lubbock TX N/A N/A N/A N/A
41 L(0.58),5%(1),4%(1),3%(1),2%(1),1%(1) Manistee MI 274,014 1.39 381,959 FY'94
48 L(4.58),5%(1),4%(1),3%(1),2%(1),1%(1) Lonacering MD 159,959 2.00 320,223 U/W
49 L(5.5) Wadsworth OH 192,981 1.37 264,706 FY'95
52 L(0.08),3%(1),2%(1),1%(1) Detroit MI 169,622 0.97 164,239 FY'94
54 L(5.42) Plain Township OH 183,329 1.16 212,135 FY'95
59 L(4.42),5%(1),4%(1),3%(1),2%(1),1%(1) Amherst MA 136,427 1.42 194,328 FY'95
62 L(7) Clayton NC 114,199 1.25 142,222 FY'95
69 L(4.42),5%(1),4%(1),3%(1),2%(1),1%(1) Lubbock TX 73,967 1.37 101,609 U/W
71 2%(1),1%(1) Philadelphia PA 72,791 1.27 92,115 FY'95
74 1.0%(0.83) Roanoke VA 240,145 1.84 442,210 FY'95
