GREYSTONE MORTGAGE ASSET PURCHASE AGREEMENT
This Mortgage Asset Purchase Agreement (this "Agreement"), dated and
effective as of December 19, 1996, is made between Greystone Funding Corporation
(the "Seller"), Greystone Servicing Corporation, Inc. (the "Master Servicer")
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, the Master
Servicer and the Depositor each intends for the Seller and the Master Servicer
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 "Greystone 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 "Greystone GNMA Certificates"; collectively with the Greystone
FHA Loans, the "Greystone Mortgage Assets") guaranteed by the Government
National Mortgage Association ("GNMA") and backed by fixed-rate, level payment,
fully-amortizing mortgage loans (the "Greystone Underlying Loans"; collectively
with the Greystone FHA Loans, the "Greystone FHA Loans") insured by the FHA and
secured by liens on Multifamily Properties or Nursing Facilities.
The Trust Fund will be created, and the Greystone 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, Daiwa
Finance Corp. ("Daiwa Finance") and the Trustee. Daiwa Finance transferred, or
caused the transfer of all legal and beneficial ownership of the Daiwa Mortgage
Assets (as such term is defined in the Daiwa 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 "Daiwa
Mortgage Asset Purchase Agreement"), among Daiwa Finance 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"), Daiwa Finance, 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.
- 2 -
The Seller, Daiwa Finance, 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 Greystone 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 and the Master
Servicer each 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 Greystone 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
"Greystone Mortgage Asset Schedule") (exclusive of the right to receive any
Retained Yield (the "Greystone Retained Yield") in respect of any Greystone FHA
Loan assigned to the FHA (a "Greystone FHA Assigned Loan") and/or of any
Greystone FHA Debentures which may be acquired as part of the Trust Fund). The
Greystone 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 $137,653,287.60. The sale
and assignment of the Greystone 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 and the
Master Servicer's conveyance of the Greystone 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
$143,012,810.28, together with interest accrued on each Greystone 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 Greystone Mortgage Assets due on or
before the Cut-off Date and other than the Greystone Retained Yield in respect
of any Greystone FHA Assigned Loan and/or any Greystone FHA Debentures acquired
as part of the Trust Fund). All scheduled payments of principal and interest due
on the Greystone
- 3 -
Mortgage Assets on or before the Cut-off Date but collected (and, in the case of
an Daiwa Underlying Loan, passed through on the related Daiwa GNMA Certificate)
after the Cut-off Date, and all recoveries of the Greystone Retained Yield in
respect of any Greystone 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 and the Master Servicer each 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 Greystone Mortgage Files and Due Diligence
Review. The Seller and the Master Servicer have delivered to the Depositor a
magnetic disk acceptable to the Depositor which contains such information about
the Greystone Mortgage Assets, the Greystone Underlying Loans and the
Multifamily Properties and Nursing Facilities securing the Greystone FHA Loans
and the Greystone Underlying Loans (such properties, the "Greystone 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 Greystone Mortgage Files for the Greystone
FHA Loans and its general due diligence review of the Greystone 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
Greystone 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 Greystone Mortgage
Asset from this transaction, then the Depositor shall inform the Seller of the
reasons for the exclusion of any Greystone Mortgage Asset from this transaction,
and such Greystone Mortgage Asset shall be deleted from the Greystone Mortgage
Asset Schedule. The Depositor may, at its option and without notice to the
Seller, accept all or part of the Greystone 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 Greystone
Mortgage Files for the Greystone FHA Loans or other general due diligence review
of the Greystone 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 and the Master Servicer shall
allow representatives of the Depositor, DLJ and Daiwa Securities to examine and
audit all books, records and files pertaining to the Greystone Mortgage Assets.
Such examinations and audits shall take place at one or more offices of the
Seller and/or the Master Servicer during normal business hours and shall not be
conducted in a manner that is disruptive to Seller's or Master Servicer's normal
business operations. In the course of such examinations and audits, the Seller
- 4 -
and the Master Servicer 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 Greystone Mortgage Assets and the terms of this
Agreement and the Pooling and Servicing Agreement, and the Master Servicer and
the Seller shall cooperate fully with any such reasonable examination and audit
in all respects. On or prior to the Closing Date, the Seller and the Master
Servicer agree to provide the Depositor and the Underwriters with all material
information regarding the respective financial conditions thereof and the Master
Servicer's servicing capabilities and to provide access to knowledgeable
financial, accounting and servicing officers for the purpose of answering
questions with respect to the Master Servicer's and the Seller's respective
financial conditions, the Master Servicer's and the Seller's respective
financial statements as provided to the Depositor and/or the Underwriters, the
Master Servicer's servicing capabilities or other relevant developments
affecting the Master Servicer and/or the Seller.
SECTION 3. Representations, Warranties and Covenants of the Seller
and the Master Servicer.
(a) The Master Servicer hereby represents and warrants to, and
covenants with, the Depositor, as of the date hereof, that:
(i) the Master Servicer is a corporation, duly organized, validly
existing and in good standing under the laws of the State of Georgia;
(ii) the Master Servicer has the full corporate power and authority
to enter into and consummate the transactions contemplated by this
Agreement and the Pooling and Servicing Agreement and has duly authorized
by all necessary corporate action on the part of the Master Servicer the
execution, delivery and performance of this Agreement and the Pooling and
Servicing Agreement; and, assuming the due authorization, execution and
delivery of this Agreement and the Pooling and Servicing Agreement by the
other parties hereto and thereto, this Agreement constitutes, and the
Pooling and Servicing Agreement will constitute, a legal, valid and
binding obligation of the Master Servicer, enforceable against the Master
Servicer in accordance with its 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 Master Servicer of this
Agreement and the Pooling and Servicing Agreement, the consummation of any
other of the transactions herein or therein contemplated, and the
fulfillment of or compliance with the terms hereof and thereof, are in the
ordinary course of business of the Master Servicer and will not (A) result
in a material breach of any term or provision of the organizational
documents of the Master Servicer or (B) materially conflict with, result
in a material
- 5 -
breach, violation or acceleration of, or result in a material default
under, the terms of any other material agreement or instrument to which
the Master Servicer is a party or by which it may be bound, or any
statute, order or regulation applicable to the Master Servicer of any
court, regulatory body, administrative agency or governmental body having
jurisdiction over the Master Servicer; and the Master Servicer 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 Master Servicer's good faith and reasonable
judgment, would in the future materially and adversely affect, (X) the
ability of the Master Servicer to perform its obligations under this
Agreement or the Pooling and Servicing Agreement or (Y) the business,
operations, financial condition, properties or assets of the Master
Servicer;
(iv) no litigation is pending or, to the best of the Master
Servicer's knowledge, threatened against the Master Servicer that would
adversely affect the execution, delivery or enforceability of this
Agreement or the ability of the Master Servicer to perform any of its
obligations hereunder or under the Pooling and Servicing 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 Master
Servicer 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 Master Servicer of, or compliance by the Master
Servicer with, this 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 Master
Servicer has, or prior to the Closing Date will have, obtained the same;
(vii) the Master Servicer is an FHA-Approved Mortgagee; and
(viii) The "Greystone Information" (as defined in Section 6(a)
hereof) set forth in the Prospectus and in the Private Placement
Memorandum dated December 27, 1996 (including all exhibits thereto, the
"Memorandum") that describes the Class B Certificates, 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.
(b) The Seller hereby represents and warrants to, and covenants
with, the Depositor, as of the date hereof, that:
- 6 -
(i) the Seller is a corporation, duly organized, validly existing
and in good standing under the laws of the Commonwealth of Virginia;
(ii) the Seller has the full corporate power and authority to
transfer and deliver the Greystone Mortgage Assets in its possession to
the Trustee and to cause the transfer and delivery of the Greystone
Mortgage Assets held by the Greystone Titleholders (as defined in the
Pooling and Servicing Agreement) 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 Greystone Mortgage Assets by the Seller, and on its behalf by the
Greystone Titleholders (as defined in the Pooling and Servicing
Agreement), each of which is an FHA-Approved Mortgagee and 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 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;
- 7 -
(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 Greystone 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 Greystone 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.
(ix) The Greystone Mortgage Assets identified on the Greystone
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 Greystone Mortgage Assets as
an unacceptable investment, (2) cause the Greystone Mortgage Assets to
become delinquent or (3) affect adversely the value or marketability of
the Greystone Mortgage Assets.
(x) In selecting the Greystone 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 Greystone Mortgage Assets.
SECTION 4. Closing. The closing of the sale of the Greystone
Mortgage Assets (the "Closing") shall be held at the offices of Thacher
- 8 -
Xxxxxxxx & Xxxx, Xxx 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 and the
Master Servicer 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 and
the Master Servicer 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 Daiwa Mortgage
Asset Purchase Agreement required to be complied with on or before the Closing
Date shall have been complied with by the parties thereto.
All 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 Greystone 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 Master Servicer or 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 Master Servicer and/or 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:
- 9 -
(a) This Agreement, the Pooling and Servicing Agreement and the
Letter Agreement, duly executed and delivered by the Master Servicer and the
Seller, as appropriate, 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) A Certificate of the Master Servicer, executed by a duly
authorized officer of the Master Servicer and dated the Closing Date, and upon
which the Depositor and the Underwriter may rely, to the effect that: (i) the
representations and warranties of the Master Servicer 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 Master Servicer has, in all material respects, complied with
all the agreements and satisfied all the conditions on its part that are
required under this Agreement or the Pooling and Servicing Agreement to be
performed or satisfied at or prior to the Closing Date;
(e) An Officer's Certificate from an officer of the Master Servicer,
in his or her individual capacity, dated the Closing Date, and upon which the
Depositor and the Underwriter may rely, to the effect that each individual who,
as an officer or representative of the Master Servicer, signed this Agreement,
the Pooling and Servicing 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;
(f) 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
- 10 -
Date, and a certificate of good standing of the Seller issued by the Secretary
of State of Virginia not earlier than thirty (30) days prior to the Closing
Date;
(g) The resolutions of the board of directors of the Master Servicer
and any requisite shareholder consent authorizing the Master Servicer's entering
into the transactions contemplated by this Agreement, the certificate of
incorporation and by-laws of the Master Servicer as in effect on the Closing
Date, and a certificate of good standing of the Master Servicer issued by the
Secretary of State of Georgia not earlier than thirty (30) days prior to the
Closing Date;
(h) 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 Greystone's Information (as defined in Section 6(a)
below) in the Prospectus and the Memorandum agrees with the records of the
Seller and the Master Servicer;
(i) Such written opinion or opinions of Xxxxxxx Xxxxx Xxxxxxx &
Xxxxxxxxx, counsel for the Seller, the Master Servicer and Daiwa Finance, as may
be required by the Depositor and its counsel with respect to matters relating to
the Master Servicer, the Seller and Daiwa Finance, 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
(j) Such further certificates, opinions and documents as the
Depositor may reasonably request.
SECTION 6. Indemnification.
(a) The Seller and the Master Servicer agree to be jointly and
severally liable to indemnify and hold harmless the Depositor, each Underwriter,
Daiwa Finance and the Master Servicer, their respective officers and directors,
and each person, if any, who controls 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
- 11 -
MORTGAGE POOL", "FHA MORTGAGE INSURANCE PROGRAMS" (except for information under
the sub-heading "-- FHA Default and Prepayment Experience"), "GNMA
MORTGAGE-BACKED SECURITIES PROGRAM" and "GREYSTONE FUNDING CORPORATION" and
"SERVICING OF THE FHA LOANS-The Master Servicer" and "--Master Servicer
Compensation and Payment of Expenses" 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 Greystone Mortgage Assets, the
Greystone FHA Loans, the Greystone Mortgaged Properties and/or the Seller and/or
the Master Servicer (collectively, the "Greystone Information"), or which arise
out of or are based upon any omission or alleged omission to state in the
Greystone 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 and/or the Master Servicer further agree
to be jointly and severally liable to indemnify and hold harmless the Depositor,
each Underwriter, Daiwa Finance 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 amendment thereof or
supplement thereto substantially identical to that included in the Prospectus
Supplement with respect to the Greystone Information (all such substantially
identical information included in the Memorandum also being referred to herein
as the "Greystone Information"). The Seller and/or the Master Servicer further
agree to indemnify and hold harmless the Depositor, each Underwriter, Daiwa
Finance 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 and/or the Master Servicer to DLJ or the Depositor
regarding the Greystone Mortgage Assets, the Greystone FHA Loans, the Greystone
Underlying Loans, the Mortgaged Properties securing the Greystone FHA Loans
and/or the Greystone Underlying Loans, and/or the Seller, the Master Servicer or
their respective affiliates (such information or data so supplied by or on
behalf of the Seller the "Greystone 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 Greystone Raw Data which (although subsequently determined to be erroneous
or incomplete) was, at the time that any such Greystone Raw Data was delivered
to the Depositor or DLJ, believed by the Seller and/or the Master Servicer to
the best of its or their knowledge to be accurate and complete. This indemnity
- 12 -
agreement will be in addition to any liability which the Seller or the Master
Servicer 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 and/or the Master Servicer (collectively, 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 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
- 13 -
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 Depositor, the Seller and the Master Servicer 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, (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 Greystone 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 Daiwa Finance, 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 & Wood, 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
- 14 -
information in respect of the Greystone 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. 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 and the Master Servicer in writing by the Depositor; if
to the Seller or the Master Servicer, addressed to the Seller and the Master
Servicer at Greystone Funding Corporation, 00 Xxxxxxxxxx Xxxx, Xxxxxxxxx,
Xxxxxxxx 00000, Attention: Xx. Xxxxx X. XxXxxxx with an additional copy to
Greystone & Co., Inc., 000 Xxxx 00xx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx
00000, Attention: Xx. Xxxx Xxxxxxx, or to such address as the Seller and the
Master Servicer may designate in writing to the Depositor.
SECTION 9. 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 Greystone Mortgage
Assets by the Seller to the Trustee.
SECTION 10. 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 11. 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 12. 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
- 15 -
PROVISIONS OF SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW SHALL APPLY
TO THIS AGREEMENT.
SECTION 13. 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 14. 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 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 15. 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 16. Third-Party Beneficiaries. This Agreement will inure to
the benefit of and be binding upon the parties hereto, the Underwriters, Daiwa
Finance, 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, the Master Servicer and the
Depositor have caused their names to be signed hereto by their respective duly
authorized officers as of the date first above written.
SELLER
GREYSTONE FUNDING CORPORATION
By:______________________________
Name:____________________________
Title:___________________________
MASTER SERVICER
GREYSTONE SERVICING CORPORATION, INC.
By:______________________________
Name:____________________________
Title:___________________________
DEPOSITOR
AMERICAN SOUTHWEST FINANCIAL
SECURITIES CORPORATION
By:______________________________
Name:____________________________
Title:___________________________
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
EXHIBIT B
DRAFT OF THE POOLING AND SERVICING AGREEMENT
[To be provided upon request]
