<PAGE>
SECURITIES AND EXCHANGE COMMISSION
450 FIFTH STREET, NW
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
NOVEMBER 26, 1996
(DATE OF EARLIEST EVENT REPORTED)
PNC MORTGAGE SECURITIES CORP.
AS DEPOSITOR AND MASTER SERVICER UNDER A
POOLING AND SERVICING AGREEMENT
DATED AS OF NOVEMBER 1, 1996
PROVIDING FOR THE ISSUANCE OF
$172,451,886.00
MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 1996-3
Delaware 33-84896 36-4115253
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification
Incorporation) Number)
75 NORTH FAIRWAY DRIVE
VERNON HILLS, ILLINOIS 60061
(Address of principal executive offices)
Registrant's telephone number, including area code:
(708) 549-6500
<PAGE>
Item 5. OTHER EVENTS
DESCRIPTION OF THE CERTIFICATES AND THE MORTGAGE POOL.*
On November 26, 1996 (the "Closing Date"), PNC Mortgage Securities Corp.
(the "Company"), pursuant to a pooling and servicing agreement, dated as of
November 1, 1996, between the Company and First Bank National Association, as
trustee, caused the Mortgage Pass-Through Certificates, Series 1996-3, to be
issued (the "Certificates") which consist of the following twenty-two (22)
classes: (i) Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-6,
Class A-7, Class A-8, Class A-9, Class A-10, Class A-11 and Class A-12 (the
"Class A Certificates"), (ii) Class X and Class P, (iii) Class B-1, Class B-2
and Class B-3 (the "Senior Subordinate Certificates"), (iii) Class B-4, Class
B-5 and Class B-6 (the "Junior Subordinate Certificates" and, with the Senior
Subordinate Certificates, the "Subordinate Certificates" or the "Class B
Certificates") and (v) Class R and Class R-1 (the "Residual Certificates" and
with the Class A, Class X and Class P Certificates, the "Senior Certificates").
The Class A-1, Class A-2, Class A-7, Class A-8, Class A-10 and Class A-11
Certificates are sometimes referred to as the "LIBOR Certificates". The Class
A-1, Class A-7 and Class A-10 Certificates are sometimes referred to as the
"Floater Certificates" and the Class A-2, Class A-8 and Class A-11 Certificates
are sometimes referred to as the "Inverse Floater Certificates". Only the
Senior Certificates and the Senior Subordinate Certificates (collectively, the
"Offered Certificates") are offered to the public pursuant to the Company's
Prospectus dated November 21, 1996 (the "Prospectus"), and Prospectus Supplement
dated November 21, 1996 (the "Prospectus Supplement"). The Junior Subordinate
Certificates are not offered to the public pursuant to the Prospectus and
Prospectus Supplement. The Certificates, other than the Class R-1 Certificates,
evidence all the beneficial ownership interest in a trust (the "Certificate
Trust") established by the Company, the assets of which, together with the Class
R-1 Certificates described in the Prospectus Supplement, evidence all of the
beneficial ownership interest in another trust (the "Mortgage Trust") also
established by the Company. The Mortgage Trust consists of a pool of
conventional fixed-rate one- to four-family residential mortgage loans or
cooperative apartment loans with original terms to maturity of not more than 30
years (the "Mortgage Loans") deposited and master serviced by the Company, and
certain other assets, as described in the Prospectus Supplement. Certain
interest shortfalls on the Class A-3 Certificates arising out of Curtailments or
Payoffs on the Mortgage Loans will be paid out of the Reserve Fund (as defined
in the Prospectus Supplement), to the extent funds are available therein. The
Reserve Fund is not part of either Trust.
The Company has caused elections to be made to treat the Mortgage Trust and
the Certificate Trust as "real estate mortgage investment conduits" (each, a
"REMIC") for federal income tax purposes. All of the certificates issued by the
Mortgage Trust and the Certificate Trust, other than the Class R-1 Certificates
and the Class R Certificates, represent ownership of REMIC "regular interests".
The Class R Certificates and the Class R-1 Certificates represent ownership of
the REMIC "residual interests" in the Certificate Trust and the Mortgage Trust,
respectively. See "Certain Federal Income Tax Consequences" in the Prospectus
Supplement and in the Prospectus.
2
<PAGE>
The Offered Certificates, other than the Class R-1 Certificates, evidence
interests only in the Certificate Trust and are payable solely from amounts
received with respect thereto. The Class R-1 Certificates evidence the residual
interests in only the Mortgage Trust.
____________________________
* Capitalized terms used herein and not otherwise defined shall have the
meanings assigned to them in the Prospectus, dated November 21, 1996, and
Prospectus Supplement, dated November 21, 1996, of PNC Mortgage Securities
Corp., relating to its Mortgage Pass-Through Certificates, Series 1996-3.
3
<PAGE>
The initial Class Principal Balance, initial Remittance Rate and Last
Scheduled Distribution Date for each Class of Offered Certificates is set forth
in the table below:
INITIAL CLASS INITIAL LAST SCHEDULED
CLASS PRINCIPAL BALANCE REMITTANCE RATE (1)* DISTRIBUTION DATE
----- ----------------- -------------------- -----------------
Class A-1 $ 4,800,000.00 Floating Rate (2) December 25, 2026
Class A-2 0.00 Floating Rate (3) December 25, 2026
Class A-3 21,000,000.00 7.250% December 25, 2026
Class A-4 6,550,287.00 8.000% December 25, 2026
Class A-5 17,344,181.00 8.000% December 25, 2026
Class A-6 35,469,082.00 7.000% December 25, 2026
Class A-7 17,734,541.00 Floating Rate (4) December 25, 2026
Class A-8 0.00 Floating Rate (5) December 25, 2026
Class A-9 26,350,000.00 7.500% December 25, 2026
Class A-10 22,685,145.00 Floating Rate (6) December 25, 2026
Class A-11 0.00 Floating Rate (7) December 25, 2026
Class A-12 12,291,667.00 9.000% December 25, 2026
Class X 0.00 8.000% (8) December 25, 2026
Class P 1,172,035.00 (9) December 25, 2026
Class B-1 3,483,876.00 8.000% December 25, 2026
Class B-2 2,177,422.00 8.000% December 25, 2026
Class B-3 1,393,550.00 8.000% December 25, 2026
Class R 50.00 8.000% December 25, 2026
Class R-1 50.00 8.000% December 25, 2026
_________________________
(1) Interest distributed to the Offered Certificates on each Distribution Date
will have accrued during the preceding calendar month, except for (i) the
LIBOR Certificates which will accrue interest during the period from the
25th of the month prior to each Distribution Date to the 24th of the month
of such Distribution Date and (ii) the Class P Certificates which will not
be entitled to receive interest.
(2) The initial Remittance Rate for the Class A-1 Certificates is 5.975% per
annum. Thereafter, the Class A-1 Certificates will accrue interest at a
per annum rate equal to LIBOR (as defined in the Prospectus Supplement)
plus 0.600%, subject to a minimum and maximum Remittance Rate of 0.600% and
9.000% per annum, respectively.
(3) The initial Remittance Rate for the Class A-2 Certificates is 3.025% per
annum. Thereafter, the Class A-2 Certificates will accrue interest at a
per annum rate equal to 8.400% minus LIBOR, subject to a minimum and
maximum Remittance Rate of 0.000% and 8.400% per annum, respectively. The
Class A-2 Certificates will not be entitled to receive distributions of
principal and will accrue interest on the Class A-2 Notional Amount which
will equal the Class A-1 Principal Balance at the time of determination.
(4) The initial Remittance Rate for the Class A-7 Certificates will be 5.875%
per annum. Thereafter, the Class A-7 Certificates will accrue interest at
a per annum rate equal to LIBOR plus 0.500%, subject to a minimum and
maximum Remittance Rate of 0.500% and 8.500% per annum, respectively.
(5) The initial Remittance Rate for the Class A-8 Certificates is 2.625% per
annum. Thereafter, the Class A-8 Certificates will accrue interest at a
per annum rate equal to 8.000% minus LIBOR, subject to a minimum and
maximum Remittance Rate of 0.000% and 8.000% per annum, respectively. The
Class A-8 Certificates will not be entitled to receive distributions of
principal and will accrue interest on the Class A-8 Notional Amount which
will equal the Class A-7 Principal Balance at the time of determination.
(6) The initial Remittance Rate for the Class A-10 Certificates will be 5.775%
per annum. Thereafter, the Class A-10 Certificates will accrue interest at
a per annum rate equal to LIBOR plus 0.400%, subject to a minimum and
maximum Remittance Rate of 0.400% and 9.000% per annum, respectively.
(7) The initial Remittance Rate for the Class A-11 Certificates is 3.225% per
annum. Thereafter, the Class A-11 Certificates will accrue interest at a
per annum rate equal to 8.600% minus LIBOR, subject to a minimum and
maximum Remittance Rate of 0.000% and 8.600% per annum, respectively. The
Class A-11 Certificates will not be entitled to receive distributions of
principal and will accrue interest on the
4
<PAGE>
Class A-11 Notional Amount which will equal the Class A-10 Principal
Balance at the time of determination.
(8) The Remittance Rate on the Class X Certificates will be 8.000% per annum.
The Class X Certificates will accrue interest on the Class X Notional
Amount. The "Class X Notional Amount" will equal for any Distribution Date
the sum of (a) the product of (x) the aggregate scheduled principal
balance, as of the second preceding Due Date after giving effect to
payments scheduled to be received as of such Due Date, whether or not
received, or with respect to the initial Distribution Date, as of the
Cut-Off Date, of the Mortgage Loans having Pass-Through Rates in excess of
8.000% per annum (the "Premium Rate Mortgage Loans") and (y) a fraction,
the numerator of which is the weighted average of the Stripped Interest
Rates (as defined in the Prospectus Supplement) for the Premium Rate
Mortgage Loans as of such Due Date and the denominator of which is 8.000%
and (b) the product of (1) the Class A-3 Principal Balance and (2) a
fraction, the numerator of which is equal to 0.750% and the denominator of
which is 8.000%. The Class X Notional Amount as of the Cut-Off Date is
$8,792,643.
(9) The Class P Certificates are not entitled to receive distributions of
interest.
5
<PAGE>
The Mortgage Pool consists of Mortgage Loans having an aggregate principal
balance outstanding as of November 1, 1996 (the "Cut-Off Date"), after deducting
payments due on or before that date, of approximately $174,193,827.
Each Mortgage Loan has a first payment date during the period from October,
1991 through December, 1996, inclusive, and had an original term to maturity of
not more than 30 years. As of the Cut-Off Date, the Mortgage Interest Rate on
each Mortgage Loan was not less than 6.875% and not more than 10.250% per annum.
As of the Cut-Off Date, the weighted average of the Mortgage Interest Rates on
the Mortgage Loans was approximately 8.576% per annum.
Each Mortgage Loan has a pass-through rate (the "Pass-Through Rate") equal
to the excess, if any, of the Mortgage Interest Rate for such Mortgage Loan over
the sum of the Servicing Fee and the Master Servicing Fee for such Mortgage
Loan. As of the Cut-Off Date, the Pass-Through Rate for each Mortgage Loan was
not less than 6.585% and not more than 9.585% per annum. As of the Cut-Off
Date, the weighted average of the Pass-Through Rates for the Mortgage Loans was
approximately 8.260% per annum.
All of the Mortgage Loans have principal and interest payable on the first
day of each month (the "Due Date"). Three of the Mortgage Loans, constituting
approximately 0.4% of the Mortgage Pool, are Buydown Loans. The latest original
scheduled maturity of any Mortgage Loan is November, 2026. Each of the Mortgage
Loans has original terms to maturity ranging from 20 to 30 years, and as of the
Cut-Off Date, the weighted average remaining term to maturity (adjusted for
Curtailments) of the Mortgage Loans was approximately 357.1 months. At
origination, based upon an appraisal of the Mortgaged Property securing each
Mortgage Loan, approximately 75.2% of the Mortgage Loans had Loan-to-Value
Ratios less than or equal to 80%, and approximately 24.8% of the Mortgage Loans
had Loan-to-Value Ratios greater than 80% but less than or equal to 95%. No
Mortgage Loan had a Loan-to-Value Ratio at origination greater than 95%. At
origination, the weighted average of the Loan-to-Value Ratios of the Mortgage
Loans was approximately 76.9%. As of the Cut-Off Date, the weighted average of
the Loan-to-Value Ratios of the Mortgage Loans was approximately 76.8%. As of
the Cut-Off Date, approximately 24.8% of the Mortage Loans were covered by a
Primary Insurance Policy. All of the Mortgage Loans with Loan-to-Value Ratios
as of the Cut-Off Date in excess of 80% were covered by Primary Insurance
Policy. At origination, each Mortgage Loan had a principal balance of not less
than $20,000 nor more than $1,040,000, and the average principal balance of the
Mortgage Loans as of the Cut-Off Date was approximately $274,754. Approximately
97.2% of the Mortgage Loans were secured by owner-occupied Mortgage Properties
which were the primary residences of the related Mortgagors, based solely on
representations of the Mortgagors obtained at the origination of the related
Mortgage Loans, and approximately 2.8% of the Mortgage Loans were secured by
owner-occupied Mortgaged Properties which were second or vacation homes of the
related Mortgagors, based solely on such representations. None of the Mortgage
Loans were secured by Mortgaged Properties which were investor properties of the
related Mortgagors, based solely on such representations. Approximately 0.2% of
the Mortgage Loans are secured by interests in cooperative apartments. The
aggregate principal balance of Mortgage Loans in the Mortgage Pool originated
under a reduced
documentation programs (including certain Mortgage Loans for which verification
of income and deposits was not required), which generally limits the original
Loan-to-Value Ratio of the Mortgage Loan, was approximately $17,446,334, which
is approximately 10.0% of the Mortgage Pool. As of the Cut-Off Date, the
weighted average of the Loan-to-Value Ratios of
6
<PAGE>
such Mortgage Loans originated under such reduced documentation programs was
approximately 63.2%. The aggregate principal balance of Mortgage Loans in the
Mortgage Pool originated under a no documentation program was approximately
$299,818, which was approximately 0.2% of the Mortgage Pool. The original
Mortgage Notes with respect to six Mortgage Loans, which constitute
approximately 1.1% of the Mortgage Pool, have been lost and with respect to such
Mortgage Loans the mortgage file contains a copy or duplicate original of the
Mortgage Note, together with an affidavit certifying that the original thereof
has been lost or destroyed. See "Description of Certificate -- Assignment of
Mortgage Loans" and "-- Representations and Warranties" in the Prospectus for a
description of the Company's obligation to purchase or substitute for any such
Mortgage Loan in certain circumstances.
Approximately 28.3% of the Mortgage Loans are secured by Mortgaged
Properties located in California; 7.8%, in New York; 6.8%, in New Jersey; 6.2%,
in Colorado; 5.6%, in Texas; and no other single state contains Mortgaged
Properties securing more than 5% of the Mortgage Loan. No more than 1.1% of the
Mortgage Loans are secured by Mortgaged Properties located in any one California
zip code area, and no more than 0.6% of the Mortgage Loans are secured by
Mortgaged Properties located in any other single zip code area. Approximately
30.4% of the Mortgage Loans were originated for the purpose of refinancing
existing mortgage debt, including cash-out refinancings. Approximately 69.6% of
the Mortgage Loans were originated for the purpose of purchasing the Mortgaged
Property.
The Servicing Fee with respect to each Mortgage Loan ranges from a minimum
of 0.250% to a maximum of 0.540%, with a weighted average of 0.251%. The Master
Servicing Fee with respect to each Mortgage Loan ranges from a minimum of 0.040%
to a maximum of 0.050%, with a weighted average of 0.042%. See "Description of
Certificates-Servicing Compensation and Payment of Expenses" in the Prospectus
for information regarding other possible compensation to the Company and the
servicers.
The following tables describe additional characteristics of the Mortgage
Loans as of the Cut-Off Date. All percentages set forth below have been
calculated based on the principal balance of the Mortgage Loans as of the
Cut-Off Date. Note that the sum of the percentages set forth under the heading
"% of Aggregate Balance of Pool" in each of the tables that follow may not equal
100% due to rounding.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS
The following exhibit is furnished herewith:
4.1 Pooling and Servicing Agreement between PNC
Mortgage Securities Corp., Depositor and Master
Servicer and First Bank National Association,
Trustee, dated as of November 1, 1996.
7
<PAGE>
a) Number of loans: 634
b) Mortgage Interest Rates:
<TABLE>
<CAPTION>
AGGREGATE PERCENTAGE
MORTGAGE NUMBER BALANCES AS OF AGGREGATE
INTEREST OF OF THE CUT- BALANCE OF
RATE (MIR) LOANS OFF DATE THE POOL
- ---------- ------ ---------------- ------------
<S> <C> <C> <C>
6.875% 1 $ 223,653.85 0.13 %
7.250% 2 $ 743,940.92 0.43 %
7.625% 1 $ 262,436.93 0.15 %
7.750% 10 $ 2,764,542.09 1.59 %
7.875% 10 $ 2,917,893.76 1.68 %
8.000% 26 $ 7,247,137.72 4.16 %
8.125% 43 $ 12,558,699.02 7.21 %
8.250% 63 $ 17,284,056.55 9.92 %
8.375% 69 $ 21,205,040.42 12.17 %
8.500% 108 $ 30,234,487.77 17.36 %
8.625% 63 $ 18,420,291.62 10.57 %
8.750% 65 $ 17,822,143.54 10.23 %
8.875% 51 $ 13,057,662.67 7.50 %
9.000% 31 $ 6,896,684.07 3.96 %
9.125% 22 $ 5,621,934.35 3.23 %
9.250% 31 $ 7,179,987.61 4.12 %
9.375% 13 $ 3,138,718.12 1.80 %
9.500% 17 $ 4,298,972.82 2.47 %
9.625% 5 $ 1,350,977.62 0.78 %
9.750% 1 $ 292,263.58 0.17 %
9.875% 1 $ 454,793.28 0.26 %
10.250% 1 $ 217,508.75 0.12 %
----- ---------------- -----------
TOTAL 634 $ 174,193,827.06 100.00 %
===== ================
</TABLE>
8
<PAGE>
c) Pass-Through Rates:
<TABLE>
<CAPTION>
AGGREGATE WEIGHTED AVERAGE
BALANCES AS WEIGHTED SCHEDULED
RANGE OF OF THE CUT- AVERAGE REMAINING TERM
PASS-THROUGH RATES OFF DATE MIRS (in months)
- ------------------ -------------- ----------- ----------------
<S> <C> <C> <C>
6.501 - 6.750% $ 223,653.85 6.875% 353
6.751 - 7.000% $ 743,940.92 7.250% 355
7.251 - 7.500% $ 3,250,913.35 7.800% 348
7.501 - 7.750% $ 10,727,362.46 7.996% 355
7.751 - 8.000% $ 31,620,163.90 8.238% 359
8.001 - 8.250% $ 51,794,895.26 8.462% 358
8.251 - 8.500% $ 36,991,415.25 8.711% 358
8.501 - 8.750% $ 19,915,453.43 8.950% 358
8.751 - 9.000% $ 11,312,844.69 9.201% 358
9.001 - 9.250% $ 6,503,283.70 9.478% 356
9.251 - 9.500% $ 655,106.97 9.681% 340
9.501 - 9.750% $ 454,793.28 9.875% 359
--------------- ------ ------
$174,193,827.06 8.576% * 358 *
===============
</TABLE>
* Represents a weighted average (by principal balance) of all the
Mortgage Loans.
9
<PAGE>
d) Original Principal Balances:
<TABLE>
<CAPTION>
AGGREGATE PERCENTAGE
NUMBER BALANCES AS OF AGGREGATE
ORIGINAL OF OF THE CUT- BALANCE OF
BALANCES LOANS OFF DATE POOL
- ------------------- ------ ---------------- ------------
<S> <C> <C> <C>
$ 50,000 OR LESS 8 $ 331,756.94 0.19 %
$ 50,001 - 75,000 18 $ 1,156,490.89 0.66 %
$ 75,001 - 100,000 22 $ 2,051,971.38 1.18 %
$100,001 - 150,000 25 $ 3,236,648.08 1.86 %
$150,001 - 200,000 25 $ 4,435,036.54 2.55 %
$200,001 - 250,000 198 $ 45,804,215.70 26.29 %
$250,001 - 300,000 152 $ 41,515,741.17 23.83 %
$300,001 - 350,000 63 $ 20,422,837.16 11.72 %
$350,001 - 400,000 55 $ 20,936,814.92 12.02 %
$400,001 - 450,000 32 $ 13,672,382.34 7.85 %
$450,001 - 500,000 10 $ 4,728,685.18 2.71 %
OVER $500,000 26 $ 15,901,246.76 9.13 %
------ ---------------- ------------
TOTAL 634 $ 174,193,827.06 100.00 %
====== ================
</TABLE>
Outstanding principal balance of the smallest Mortgage Loan at the Cut-Off
Date: $ 19,975.04
Outstanding principal balance of the largest Mortgage Loan at the Cut-Off
Date: $ 1,038,370.04
10
<PAGE>
e) Years of Initial Monthly Payment:
<TABLE>
<CAPTION>
AGGREGATE PERCENTAGE
YEAR NUMBER BALANCES AS OF AGGREGATE
OF OF OF THE CUT- BALANCE OF
PAYMENT LOANS OFF DATE POOL
- ------- ------ ---------------- ------------
<S> <C> <C> <C>
1991 2 $ 477,613.47 0.27 %
1994 1 $ 143,227.55 0.08 %
1996 631 $ 173,572,986.04 99.64 %
------ ---------------- ------------
TOTAL 634 $ 174,193,827.06 100.00 %
====== ================
</TABLE>
11
<PAGE>
f) Current Loan-to-Value Ratios:
<TABLE>
<CAPTION>
AGGREGATE PERCENTAGE
CURRENT NUMBER BALANCES AS OF AGGREGATE
LOAN-TO-VALUE OF OF THE CUT- BALANCE OF
RATIOS LOANS OFF DATE POOL
- -------------- ------ ---------------- ------------
<S> <C> <C> <C>
60.00% OR LESS 74 $ 18,395,146.02 10.56 %
60.01-70.00% 90 $ 22,911,950.35 13.15 %
70.01-75.00% 85 $ 23,173,661.67 13.30 %
75.01-80.00% 224 $ 66,463,788.68 38.16 %
80.01-85.00% 13 $ 3,803,008.93 2.18 %
85.01-90.00% 89 $ 25,050,310.57 14.38 %
90.01-95.00% 59 $ 14,395,960.84 8.26 %
------ ---------------- ------------
TOTAL 634 $ 174,193,827.06 100.00 %
====== ================
</TABLE>
12
<PAGE>
g) Types of Mortgaged Properties:
<TABLE>
<CAPTION>
AGGREGATE PERCENTAGE
NUMBER BALANCES AS OF AGGREGATE
PROPERTY OF OF THE CUT- BALANCE OF
TYPES LOANS OFF DATE POOL
- ------------ ------ ----------------- ------------
<S> <C> <C> <C>
SINGLE FAMILY DETACHED 469 $ 128,816,895.26 73.95 %
CONDOMINIUM 34 $ 8,747,031.70 5.02 %
PLANNED UNIT DEVELOPMENT 122 $ 35,017,585.03 20.10 %
HI-RISE CONDO 4 $ 1,093,068.73 0.63 %
MANUFACTURED HOUSING 1 $ 246,999.30 0.14 %
HOUSING COOPERATIVES 4 $ 272,247.04 0.16 %
------ ----------------- ------------
TOTAL 634 $ 174,193,827.06 100.00 %
====== =================
</TABLE>
13
<PAGE>
h) Geographic Distribution by state:
<TABLE>
<CAPTION>
AGGREGATE PERCENTAGE
NUMBER BALANCES AS OF AGGREGATE
OF OF THE CUT- BALANCE OF
STATE LOANS OFF DATE POOL
- -------------------- ------ ----------------- ------------
<S> <C> <C> <C>
ALABAMA 5 $ 1,280,201.05 0.73 %
ARIZONA 11 $ 2,737,401.60 1.57 %
CALIFORNIA 167 $ 49,306,450.84 28.31 %
COLORADO 37 $ 10,879,991.35 6.25 %
CONNECTICUT 9 $ 3,435,108.01 1.97 %
DELAWARE 1 $ 135,921.75 0.08 %
DISTRICT OF COLUMBIA 3 $ 636,716.68 0.37 %
FLORIDA 29 $ 6,949,437.75 3.99 %
GEORGIA 18 $ 4,165,989.19 2.39 %
HAWAII 8 $ 3,303,070.71 1.90 %
IDAHO 3 $ 774,943.37 0.44 %
ILLINOIS 12 $ 3,681,230.41 2.11 %
INDIANA 4 $ 845,310.81 0.49 %
IOWA 1 $ 54,971.48 0.03 %
KANSAS 3 $ 1,158,700.00 0.67 %
KENTUCKY 4 $ 849,077.52 0.49 %
LOUISIANA 2 $ 606,360.21 0.35 %
MAINE 1 $ 383,779.07 0.22 %
MARYLAND 12 $ 3,016,098.81 1.73 %
MASSACHUSETTS 21 $ 5,782,427.56 3.32 %
MICHIGAN 18 $ 4,376,841.57 2.51 %
MINNESOTA 5 $ 799,456.64 0.46 %
MISSISSIPPI 2 $ 548,916.37 0.32 %
MISSOURI 6 $ 1,287,057.41 0.74 %
NEVADA 7 $ 2,138,248.98 1.23 %
NEW HAMPSHIRE 2 $ 499,225.14 0.29 %
NEW JERSEY 45 $ 11,850,054.00 6.80 %
NEW MEXICO 1 $ 95,951.52 0.06 %
NEW YORK 50 $ 13,605,355.19 7.81 %
NORTH CAROLINA 4 $ 830,738.23 0.48 %
OHIO 8 $ 2,668,341.07 1.53 %
OKLAHOMA 2 $ 587,150.00 0.34 %
OREGON 7 $ 2,038,176.64 1.17 %
PENNSYLVANIA 20 $ 4,560,712.83 2.62 %
RHODE ISLAND 5 $ 488,354.50 0.28 %
SOUTH CAROLINA 3 $ 498,607.67 0.29 %
TENNESSEE 12 $ 2,980,972.00 1.71 %
TEXAS 36 $ 9,686,891.56 5.56 %
UTAH 14 $ 3,646,109.63 2.09 %
VERMONT 1 $ 213,309.42 0.12 %
VIRGINIA 14 $ 4,394,045.97 2.52 %
WASHINGTON 18 $ 5,677,529.01 3.26 %
WYOMING 3 $ 738,593.54 0.42 %
- -------------------- ------ ----------------- ------------
TOTAL 634 $ 174,193,827.06 100.00 %
</TABLE>
14
<PAGE>
i) Scheduled maturity years:
<TABLE>
<CAPTION>
AGGREGATE PERCENTAGE
YEAR NUMBER BALANCES AS OF AGGREGATE
OF OF OF THE CUT- BALANCE OF
MATURITY LOANS OFF DATE POOL
- -------- ------ ------------------ ------------
<S> <C> <C> <C>
2016 3 $ 677,290.94 0.39 %
2021 4 $ 1,060,184.14 0.61 %
2024 1 $ 143,227.55 0.08 %
2025 1 $ 253,947.00 0.15 %
2026 625 $ 172,059,177.43 98.77 %
------ ------------------ ------------
TOTAL 634 $ 174,193,827.06 100.00 %
====== ==================
</TABLE>
Weighted average (by principal balance) remaining term (adjusted for
curtailments) of the Mortgage Loans calculated as of the Cut-Off
Date: 357.1 Months
Latest scheduled maturity of any Mortgage Loan: November, 2026
15
<PAGE>
j) Original Terms:
<TABLE>
<CAPTION>
AGGREGATE PERCENTAGE
NUMBER BALANCES AS OF AGGREGATE
LOAN TERM OF OF THE CUT- BALANCE OF
(IN MONTHS) LOANS OFF DATE POOL
- --------------- ------ ---------------- ------------
<S> <C> <C> <C>
240 3 $ 677,290.94 0.39 %
300 2 $ 582,570.67 0.33 %
353 1 $ 231,851.69 0.13 %
360 628 $ 172,702,113.76 99.14 %
------ ---------------- ------------
TOTAL 634 $ 174,193,827.06 100.00 %
====== ================
</TABLE>
16
<PAGE>
k) Documentation Program Types:
<TABLE>
<CAPTION>
AGGREGATE PERCENTAGE
NUMBER BALANCES AS OF AGGREGATE
OF OF THE CUT- BALANCE OF
LOAN TYPE LOANS OFF DATE POOL
- ------------------------- ------ ---------------- ------------
<S> <C> <C> <C>
FULL DOCUMENTATION 535 $ 156,447,675.14 89.81 %
LIMITED DOCUMENTATION 98 $ 17,446,333.67 10.02 %
NO DOCUMENTATION 1 $ 299,818.25 .17 %
------ ---------------- ------------
TOTAL 634 $ 174,193,827.06 100.00 %
====== ================
</TABLE>
17
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Dated: November 26, 1996.
PNC MORTGAGE SECURITIES
CORP.
(Registrant)
By: (Thomas G. Lehmann)
-------------------
Thomas G. Lehmann
Vice President
(Authorized Officer)
<PAGE>
[Execution Copy]
PNC MORTGAGE SECURITIES CORP.,
as Depositor and Master Servicer
and
FIRST BANK
NATIONAL ASSOCIATION,
as Trustee
POOLING AND SERVICING AGREEMENT
$174,193,827.06
PNC Mortgage Securities Corp.
Mortgage Pass-Through Certificates
Series 1996-3
(Certificate Trust)
Mortgage Trust Pass-Through Certificates
Series 1996-3
(Mortgage Trust)
Cut-Off Date: November 1, 1996
<PAGE>
TABLE OF CONTENTS
PAGE
Preliminary Statement. . . . . . . . . . . . . . . . . . . . . . . . . . . 1
ARTICLE I
Section 1.01. DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . 7
Adjusted Senior Liquidation Amount . . . . . . . . . . . . . 7
Adjusted Senior Percentage . . . . . . . . . . . . . . . . . 7
Adjusted Senior Prepayment Percentage. . . . . . . . . . . . 7
Adjusted Senior Principal Distribution Amount. . . . . . . . 8
Aggregate Certificate Principal Balance. . . . . . . . . . . 8
Appraised Value. . . . . . . . . . . . . . . . . . . . . . . 9
Assignment of Proprietary Lease. . . . . . . . . . . . . . . 9
Authenticating Agent . . . . . . . . . . . . . . . . . . . . 9
Authorized Denomination. . . . . . . . . . . . . . . . . . . 9
Bankruptcy Coverage. . . . . . . . . . . . . . . . . . . . . 9
Bankruptcy Coverage Initial Amount . . . . . . . . . . . . . 9
Bankruptcy Loss. . . . . . . . . . . . . . . . . . . . . . . 9
Beneficial Holder: . . . . . . . . . . . . . . . . . . . . . 9
Book-Entry Certificates. . . . . . . . . . . . . . . . . . . 9
Business Day . . . . . . . . . . . . . . . . . . . . . . . . 10
Buydown Agreement. . . . . . . . . . . . . . . . . . . . . . 10
Buydown Fund . . . . . . . . . . . . . . . . . . . . . . . . 10
Buydown Fund Account . . . . . . . . . . . . . . . . . . . . 10
Buydown Loan . . . . . . . . . . . . . . . . . . . . . . . . 10
Certificate. . . . . . . . . . . . . . . . . . . . . . . . . 10
Certificate Account. . . . . . . . . . . . . . . . . . . . . 10
Certificate Trust Available Distribution Amount. . . . . . . 11
Certificate Trust Certificate Distribution Amount. . . . . . 11
Certificate Trust Certificates . . . . . . . . . . . . . . . 12
Certificate Trust Fund . . . . . . . . . . . . . . . . . . . 12
Certificate Principal Balance. . . . . . . . . . . . . . . . 12
Certificate Register and Certificate Registrar . . . . . . . 12
Certificateholder or Holder. . . . . . . . . . . . . . . . . 12
Class. . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Class A Certificates . . . . . . . . . . . . . . . . . . . . 13
Class A-1 Certificates . . . . . . . . . . . . . . . . . . . 13
Class A-2 Certificates . . . . . . . . . . . . . . . . . . . 13
Class A-2 Notional Amount. . . . . . . . . . . . . . . . . . 13
Class A-3 Certificates . . . . . . . . . . . . . . . . . . . 13
Class A-4 Certificates . . . . . . . . . . . . . . . . . . . 13
Class A-5 Certificates . . . . . . . . . . . . . . . . . . . 13
Class A-5 Liquidation Amount . . . . . . . . . . . . . . . . 13
Class A-5 Percentage . . . . . . . . . . . . . . . . . . . . 13
Class A-5 Prepayment Percentage. . . . . . . . . . . . . . . 14
i
<PAGE>
PAGE
Class A-5 Principal Distribution Amount. . . . . . . . . . . 14
Class A-5 Trigger Date . . . . . . . . . . . . . . . . . . . 15
Class A-6 Certificates . . . . . . . . . . . . . . . . . . . 15
Class A-7 Certificates . . . . . . . . . . . . . . . . . . . 15
Class A-8 Certificates . . . . . . . . . . . . . . . . . . . 15
Class A-8 Notional Amount. . . . . . . . . . . . . . . . . . 15
Class A-9 Certificates . . . . . . . . . . . . . . . . . . . 15
Class A-10 Certificates. . . . . . . . . . . . . . . . . . . 15
Class A-11 Certificates. . . . . . . . . . . . . . . . . . . 15
Class A-11 Notional Amount . . . . . . . . . . . . . . . . . 15
Class A-12 Certificates. . . . . . . . . . . . . . . . . . . 15
Class A1-L Certificates. . . . . . . . . . . . . . . . . . . 15
Class A3-L Certificates. . . . . . . . . . . . . . . . . . . 15
Class A4-L Certificates. . . . . . . . . . . . . . . . . . . 15
Class A5-L Certificates. . . . . . . . . . . . . . . . . . . 15
Class A6-L Certificates. . . . . . . . . . . . . . . . . . . 15
Class A7-L Certificates. . . . . . . . . . . . . . . . . . . 16
Class A9-L Certificates. . . . . . . . . . . . . . . . . . . 16
Class A10-L Certificates . . . . . . . . . . . . . . . . . . 16
Class A12-L Certificates . . . . . . . . . . . . . . . . . . 16
Class B Certificates . . . . . . . . . . . . . . . . . . . . 16
Class B-1 Certificates . . . . . . . . . . . . . . . . . . . 16
Class B-2 Certificates . . . . . . . . . . . . . . . . . . . 16
Class B-3 Certificates . . . . . . . . . . . . . . . . . . . 16
Class B-4 Certificates . . . . . . . . . . . . . . . . . . . 16
Class B-5 Certificates . . . . . . . . . . . . . . . . . . . 16
Class B-6 Certificates . . . . . . . . . . . . . . . . . . . 16
Class B1-L Certificates. . . . . . . . . . . . . . . . . . . 16
Class B2-L Certificates. . . . . . . . . . . . . . . . . . . 16
Class B3-L Certificates. . . . . . . . . . . . . . . . . . . 16
Class B4-L Certificates. . . . . . . . . . . . . . . . . . . 16
Class B5-L Certificates. . . . . . . . . . . . . . . . . . . 16
Class B6-L Certificates. . . . . . . . . . . . . . . . . . . 17
Class Notional Amount. . . . . . . . . . . . . . . . . . . . 17
Class P Certificates . . . . . . . . . . . . . . . . . . . . 17
Class P-L Certificates . . . . . . . . . . . . . . . . . . . 17
Class P Fraction . . . . . . . . . . . . . . . . . . . . . . 17
Class P Mortgage Loan. . . . . . . . . . . . . . . . . . . . 17
Class Principal Balance. . . . . . . . . . . . . . . . . . . 17
Class R Certificates . . . . . . . . . . . . . . . . . . . . 17
Class R-L Certificates . . . . . . . . . . . . . . . . . . . 17
Class R-1 Certificates . . . . . . . . . . . . . . . . . . . 18
Class X Certificates . . . . . . . . . . . . . . . . . . . . 18
Class X-L Certificates . . . . . . . . . . . . . . . . . . . 18
Class X Notional Amount. . . . . . . . . . . . . . . . . . . 18
Class X-L Notional Amount. . . . . . . . . . . . . . . . . . 18
Class X-U Notional Amount. . . . . . . . . . . . . . . . . . 18
Clearing Agency. . . . . . . . . . . . . . . . . . . . . . . 18
ii
<PAGE>
PAGE
Closing Date . . . . . . . . . . . . . . . . . . . . . . . . 18
Code . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
Combined Prepayment Percentage . . . . . . . . . . . . . . . 18
Company. . . . . . . . . . . . . . . . . . . . . . . . . . . 18
Compensating Interest. . . . . . . . . . . . . . . . . . . . 18
Cooperative. . . . . . . . . . . . . . . . . . . . . . . . . 18
Cooperative Apartment. . . . . . . . . . . . . . . . . . . . 19
Cooperative Lease. . . . . . . . . . . . . . . . . . . . . . 19
Cooperative Loans. . . . . . . . . . . . . . . . . . . . . . 19
Cooperative Stock. . . . . . . . . . . . . . . . . . . . . . 19
Cooperative Stock Certificate. . . . . . . . . . . . . . . . 19
Corporate Trust Office . . . . . . . . . . . . . . . . . . . 19
Corresponding Class. . . . . . . . . . . . . . . . . . . . . 19
Credit Support Depletion Date. . . . . . . . . . . . . . . . 19
Curtailment. . . . . . . . . . . . . . . . . . . . . . . . . 19
Curtailment Shortfall. . . . . . . . . . . . . . . . . . . . 20
Custodial Account for P&I. . . . . . . . . . . . . . . . . . 20
Custodial Account for Reserves . . . . . . . . . . . . . . . 20
Custodial Agreement. . . . . . . . . . . . . . . . . . . . . 20
Custodian. . . . . . . . . . . . . . . . . . . . . . . . . . 20
Cut-Off Date . . . . . . . . . . . . . . . . . . . . . . . . 20
DCR . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
Definitive Certificates. . . . . . . . . . . . . . . . . . . 20
Depositary Agreement . . . . . . . . . . . . . . . . . . . . 20
Destroyed Mortgage Note. . . . . . . . . . . . . . . . . . . 20
Determination Date . . . . . . . . . . . . . . . . . . . . . 21
Disqualified Organization. . . . . . . . . . . . . . . . . . 21
Distribution Date. . . . . . . . . . . . . . . . . . . . . . 21
DTC. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
DTC Participant. . . . . . . . . . . . . . . . . . . . . . . 21
Due Date . . . . . . . . . . . . . . . . . . . . . . . . . . 21
Eligible Institution . . . . . . . . . . . . . . . . . . . . 21
Eligible Investments . . . . . . . . . . . . . . . . . . . . 21
ERISA. . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
Event of Default . . . . . . . . . . . . . . . . . . . . . . 22
Excess Liquidation Proceeds. . . . . . . . . . . . . . . . . 22
FDIC . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
FHA. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
FHLB . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
FHLMC. . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
Final Maturity Date. . . . . . . . . . . . . . . . . . . . . 22
FNMA . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
Fraud Coverage . . . . . . . . . . . . . . . . . . . . . . . 23
Fraud Coverage Initial Amount. . . . . . . . . . . . . . . . 23
Fraud Loss . . . . . . . . . . . . . . . . . . . . . . . . . 23
Indirect DTC Participants. . . . . . . . . . . . . . . . . . 23
Insurance Proceeds . . . . . . . . . . . . . . . . . . . . . 23
Interest Distribution Amount . . . . . . . . . . . . . . . . 23
iii
<PAGE>
PAGE
Investment Account . . . . . . . . . . . . . . . . . . . . . 24
Investment Depository. . . . . . . . . . . . . . . . . . . . 24
Junior Subordinate Certificates. . . . . . . . . . . . . . . 24
Lender . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
LIBOR. . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
LIBOR Determination Date . . . . . . . . . . . . . . . . . . 25
Liquidated Mortgage Loan . . . . . . . . . . . . . . . . . . 25
Liquidation Principal. . . . . . . . . . . . . . . . . . . . 25
Liquidation Proceeds . . . . . . . . . . . . . . . . . . . . 25
Loan-to-Value Ratio. . . . . . . . . . . . . . . . . . . . . 25
Master Servicer. . . . . . . . . . . . . . . . . . . . . . . 25
Master Servicing Fee . . . . . . . . . . . . . . . . . . . . 25
Monthly P&I Advance. . . . . . . . . . . . . . . . . . . . . 25
Monthly Payment. . . . . . . . . . . . . . . . . . . . . . . 26
Moody's. . . . . . . . . . . . . . . . . . . . . . . . . . . 26
Mortgage . . . . . . . . . . . . . . . . . . . . . . . . . . 26
Mortgage File. . . . . . . . . . . . . . . . . . . . . . . . 26
Mortgage Interest Rate . . . . . . . . . . . . . . . . . . . 28
Mortgage Loan Schedule . . . . . . . . . . . . . . . . . . . 28
Mortgage Loans . . . . . . . . . . . . . . . . . . . . . . . 28
Mortgage Note. . . . . . . . . . . . . . . . . . . . . . . . 29
Mortgage Pool. . . . . . . . . . . . . . . . . . . . . . . . 29
Mortgage Trust Available Distribution Amount . . . . . . . . 29
Mortgage Trust Certificate Distribution Amount . . . . . . . 30
Mortgage Trust Certificates. . . . . . . . . . . . . . . . . 34
Mortgage Trust Fund. . . . . . . . . . . . . . . . . . . . . 34
Mortgaged Property . . . . . . . . . . . . . . . . . . . . . 34
Mortgagor. . . . . . . . . . . . . . . . . . . . . . . . . . 34
Nonrecoverable Advance . . . . . . . . . . . . . . . . . . . 34
Non-U.S. Person. . . . . . . . . . . . . . . . . . . . . . . 35
OTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
Officer's Certificate. . . . . . . . . . . . . . . . . . . . 35
Opinion of Counsel . . . . . . . . . . . . . . . . . . . . . 35
Original Value . . . . . . . . . . . . . . . . . . . . . . . 35
Ownership Interest . . . . . . . . . . . . . . . . . . . . . 35
Pass-Through Entity. . . . . . . . . . . . . . . . . . . . . 35
Pass-Through Rate. . . . . . . . . . . . . . . . . . . . . . 35
Paying Agent . . . . . . . . . . . . . . . . . . . . . . . . 35
Payoff . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
Payoff Earnings. . . . . . . . . . . . . . . . . . . . . . . 35
Payoff Interest. . . . . . . . . . . . . . . . . . . . . . . 36
Payoff Period. . . . . . . . . . . . . . . . . . . . . . . . 36
Percentage Interest. . . . . . . . . . . . . . . . . . . . . 36
Permitted Transferee . . . . . . . . . . . . . . . . . . . . 37
Person . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
Premium Rate Mortgage Loans. . . . . . . . . . . . . . . . . 37
Prepaid Monthly Payment. . . . . . . . . . . . . . . . . . . 37
Primary Insurance Policy . . . . . . . . . . . . . . . . . . 37
iv
<PAGE>
PAGE
Principal Balance. . . . . . . . . . . . . . . . . . . . . . 37
Principal Payment. . . . . . . . . . . . . . . . . . . . . . 38
Principal Payment Amount . . . . . . . . . . . . . . . . . . 38
Principal Prepayment . . . . . . . . . . . . . . . . . . . . 38
Principal Prepayment Amount. . . . . . . . . . . . . . . . . 38
Prior Period . . . . . . . . . . . . . . . . . . . . . . . . 38
Pro Rata Allocation. . . . . . . . . . . . . . . . . . . . . 38
Purchase Obligation. . . . . . . . . . . . . . . . . . . . . 39
Purchase Price . . . . . . . . . . . . . . . . . . . . . . . 39
Qualified Insurer. . . . . . . . . . . . . . . . . . . . . . 39
Rating Agency. . . . . . . . . . . . . . . . . . . . . . . . 39
Ratings. . . . . . . . . . . . . . . . . . . . . . . . . . . 39
Realized Loss. . . . . . . . . . . . . . . . . . . . . . . . 39
Record Date. . . . . . . . . . . . . . . . . . . . . . . . . 41
Reference Banks. . . . . . . . . . . . . . . . . . . . . . . 41
Regular Interest Certificates. . . . . . . . . . . . . . . . 41
REMIC. . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
REMIC Provisions . . . . . . . . . . . . . . . . . . . . . . 41
Remittance Rate. . . . . . . . . . . . . . . . . . . . . . . 41
Reserve Fund . . . . . . . . . . . . . . . . . . . . . . . . 41
Reserve Fund Initial Amount. . . . . . . . . . . . . . . . . 41
Residual Certificates. . . . . . . . . . . . . . . . . . . . 41
Residual Distribution Amount . . . . . . . . . . . . . . . . 41
Responsible Officer. . . . . . . . . . . . . . . . . . . . . 42
Securities Act . . . . . . . . . . . . . . . . . . . . . . . 42
Security Agreement . . . . . . . . . . . . . . . . . . . . . 42
Selling and Servicing Contract . . . . . . . . . . . . . . . 42
Senior Certificates. . . . . . . . . . . . . . . . . . . . . 42
Senior Subordinate Certificates. . . . . . . . . . . . . . . 42
Servicer . . . . . . . . . . . . . . . . . . . . . . . . . . 42
Servicing Fee. . . . . . . . . . . . . . . . . . . . . . . . 42
Servicing Officer. . . . . . . . . . . . . . . . . . . . . . 42
Special Hazard Coverage. . . . . . . . . . . . . . . . . . . 42
Special Hazard Coverage Initial Amount . . . . . . . . . . . 43
Special Hazard Loss. . . . . . . . . . . . . . . . . . . . . 43
Stepdown Percentage. . . . . . . . . . . . . . . . . . . . . 43
Stripped Interest Rate . . . . . . . . . . . . . . . . . . . 43
Subordinate Certificates . . . . . . . . . . . . . . . . . . 43
Subordinate Liquidation Amount . . . . . . . . . . . . . . . 43
Subordinate Percentage . . . . . . . . . . . . . . . . . . . 44
Subordinate Prepayment Percentage. . . . . . . . . . . . . . 44
Subordinate Principal Distribution Amount. . . . . . . . . . 44
Subordination Level. . . . . . . . . . . . . . . . . . . . . 44
Substitute Mortgage Loan . . . . . . . . . . . . . . . . . . 44
Tax Matters Person . . . . . . . . . . . . . . . . . . . . . 44
Termination Date . . . . . . . . . . . . . . . . . . . . . . 45
Termination Payment. . . . . . . . . . . . . . . . . . . . . 45
Transfer . . . . . . . . . . . . . . . . . . . . . . . . . . 45
v
<PAGE>
PAGE
Transferee . . . . . . . . . . . . . . . . . . . . . . . . . 45
Transferee Affidavit and Agreement . . . . . . . . . . . . . 45
Trustee. . . . . . . . . . . . . . . . . . . . . . . . . . . 45
Uncollected Interest . . . . . . . . . . . . . . . . . . . . 45
Uncompensated Interest Shortfall . . . . . . . . . . . . . . 45
Underwriter. . . . . . . . . . . . . . . . . . . . . . . . . 45
Underwriting Standards . . . . . . . . . . . . . . . . . . . 45
Uninsured Cause. . . . . . . . . . . . . . . . . . . . . . . 45
U.S. Person. . . . . . . . . . . . . . . . . . . . . . . . . 45
VA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
Withdrawal . . . . . . . . . . . . . . . . . . . . . . . . . 46
Withdrawal Date. . . . . . . . . . . . . . . . . . . . . . . 46
ARTICLE II
Conveyance of the Trust Funds; REMIC Election and Designations;
Original Issuance of Certificates
Section 2.01. CONVEYANCE OF THE MORTGAGE TRUST FUND; REMIC ELECTION AND
DESIGNATIONS.. . . . . . . . . . . . . . . . . . . . . . . . 46
Section 2.02. ACCEPTANCE BY TRUSTEE. . . . . . . . . . . . . . . . . . . . 50
Section 2.03. REPRESENTATIONS AND WARRANTIES OF THE COMPANY CONCERNING THE
MORTGAGE LOANS . . . . . . . . . . . . . . . . . . . . . . . 51
Section 2.04. AUTHENTICATION OF THE MORTGAGE TRUST CERTIFICATES AND THE
CLASS R-1 CERTIFICATES . . . . . . . . . . . . . . . . . . . 55
Section 2.05. CONVEYANCE OF THE CERTIFICATE TRUST FUND; REMIC ELECTION AND
DESIGNATIONS . . . . . . . . . . . . . . . . . . . . . . . . 55
Section 2.06. ACCEPTANCE BY TRUSTEE. . . . . . . . . . . . . . . . . . . . 58
Section 2.07. REPRESENTATIONS AND WARRANTIES OF THE COMPANY CONCERNING THE
MORTGAGE TRUST CERTIFICATES. . . . . . . . . . . . . . . . . 58
Section 2.08. AUTHENTICATION OF CERTIFICATE TRUST CERTIFICATES AND THE
CLASS R CERTIFICATES . . . . . . . . . . . . . . . . . . . . 59
ARTICLE III
Administration and Servicing of Mortgage Loans
Section 3.01. THE COMPANY TO ACT AS MASTER SERVICER. . . . . . . . . . . . 59
Section 3.02. CUSTODIAL ACCOUNTS . . . . . . . . . . . . . . . . . . . . . 61
Section 3.03. THE INVESTMENT ACCOUNT; ELIGIBLE INVESTMENTS . . . . . . . . 61
Section 3.04. THE CERTIFICATE ACCOUNT. . . . . . . . . . . . . . . . . . . 62
Section 3.05. PERMITTED WITHDRAWALS FROM THE CERTIFICATE ACCOUNT AND
CUSTODIAL ACCOUNTS FOR P&I AND OF BUYDOWN FUNDS FROM
THE BUYDOWN FUND ACCOUNTS. . . . . . . . . . . . . . . . . . 63
Section 3.06. MAINTENANCE OF PRIMARY INSURANCE POLICIES; COLLECTIONS
THEREUNDER . . . . . . . . . . . . . . . . . . . . . . . . . 64
Section 3.07. MAINTENANCE OF HAZARD INSURANCE. . . . . . . . . . . . . . . 64
Section 3.08. ENFORCEMENT OF DUE-ON-SALE CLAUSES; ASSUMPTION AGREEMENTS. . 65
vi
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PAGE
Section 3.09. REALIZATION UPON DEFAULTED MORTGAGE LOANS. . . . . . . . . . 66
Section 3.10. TRUSTEE TO COOPERATE; RELEASE OF MORTGAGE FILES. . . . . . . 67
Section 3.11. COMPENSATION TO THE MASTER SERVICER AND THE SERVICERS. . . . 68
Section 3.12. REPORTS TO THE TRUSTEE; CERTIFICATE ACCOUNT STATEMENT. . . . 68
Section 3.13. ANNUAL STATEMENT AS TO COMPLIANCE. . . . . . . . . . . . . . 69
Section 3.14. ACCESS TO CERTAIN DOCUMENTATION AND INFORMATION REGARDING THE
MORTGAGE LOANS . . . . . . . . . . . . . . . . . . . . . . . 69
Section 3.15. ANNUAL INDEPENDENT PUBLIC ACCOUNTANTS' SERVICING REPORT. . . 69
Section 3.16. MAINTENANCE OF THE RESERVE FUND; COLLECTIONS THEREUNDER. . . 69
Section 3.17. [RESERVED.]. . . . . . . . . . . . . . . . . . . . . . . . . 70
Section 3.18. [RESERVED.]. . . . . . . . . . . . . . . . . . . . . . . . . 70
Section 3.19. [RESERVED.]. . . . . . . . . . . . . . . . . . . . . . . . . 70
Section 3.20. [RESERVED.]. . . . . . . . . . . . . . . . . . . . . . . . . 70
Section 3.21. ASSUMPTION OR TERMINATION OF SELLING AND SERVICING CONTRACTS
BY TRUSTEE . . . . . . . . . . . . . . . . . . . . . . . . . 70
ARTICLE IV
Payments to Certificateholders; Payment of Expenses
Section 4.01. DISTRIBUTIONS TO MORTGAGE TRUST CERTIFICATEHOLDERS . . . . . 71
Section 4.02. STATEMENTS TO MORTGAGE TRUST CERTIFICATEHOLDERS. . . . . . . 72
Section 4.03. ADVANCES BY THE MASTER SERVICER; DISTRIBUTION REPORTS TO THE
TRUSTEE. . . . . . . . . . . . . . . . . . . . . . . . . . . 73
Section 4.04. NONRECOVERABLE ADVANCES. . . . . . . . . . . . . . . . . . . 74
Section 4.05. CERTIFICATE TRUST DISTRIBUTIONS. . . . . . . . . . . . . . . 74
Section 4.06. STATEMENTS TO CERTIFICATE TRUST CERTIFICATEHOLDERS . . . . . 75
ARTICLE V
The Certificates
Section 5.01. THE CERTIFICATES . . . . . . . . . . . . . . . . . . . . . . 76
Section 5.02. CERTIFICATES ISSUABLE IN CLASSES; DISTRIBUTIONS OF PRINCIPAL
AND INTEREST; AUTHORIZED DENOMINATIONS . . . . . . . . . . . 82
Section 5.03. REGISTRATION OF TRANSFER AND EXCHANGE OF CERTIFICATES. . . . 82
Section 5.04. MUTILATED, DESTROYED, LOST OR STOLEN CERTIFICATES. . . . . . 83
Section 5.05. PERSONS DEEMED OWNERS. . . . . . . . . . . . . . . . . . . . 83
Section 5.06. TEMPORARY CERTIFICATES . . . . . . . . . . . . . . . . . . . 83
Section 5.07. BOOK-ENTRY FOR BOOK-ENTRY CERTIFICATES.. . . . . . . . . . . 83
Section 5.08. NOTICES TO CLEARING AGENCY.. . . . . . . . . . . . . . . . . 85
Section 5.09. DEFINITIVE CERTIFICATES. . . . . . . . . . . . . . . . . . . 85
Section 5.10. OFFICE FOR TRANSFER OF CERTIFICATES. . . . . . . . . . . . . 85
ARTICLE VI
The Company and the Master Servicer
vii
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PAGE
Section 6.01. LIABILITY OF THE COMPANY AND THE MASTER SERVICER . . . . . . 85
Section 6.02. MERGER OR CONSOLIDATION OF THE COMPANY OR THE
MASTER SERVICER. . . . . . . . . . . . . . . . . . . . . . . 86
Section 6.03. LIMITATION ON LIABILITY OF THE COMPANY, THE MASTER SERVICER
AND OTHERS. . . . . . . . . . . . . . . . . . . . . . . . . 86
Section 6.04. THE COMPANY AND MASTER SERVICER NOT TO RESIGN. . . . . . . . 86
ARTICLE VII
Default
Section 7.01. EVENTS OF DEFAULT. . . . . . . . . . . . . . . . . . . . . . 87
Section 7.02. TRUSTEE TO ACT; APPOINTMENT OF SUCCESSOR . . . . . . . . . . 89
Section 7.03. NOTIFICATION TO CERTIFICATEHOLDERS . . . . . . . . . . . . . 90
ARTICLE VIII
Concerning the Trustee
Section 8.01. DUTIES OF TRUSTEE. . . . . . . . . . . . . . . . . . . . . . 90
Section 8.02. CERTAIN MATTERS AFFECTING THE TRUSTEE. . . . . . . . . . . . 91
Section 8.03. TRUSTEE NOT LIABLE FOR CERTIFICATES OR MORTGAGE LOANS. . . . 92
Section 8.04. TRUSTEE MAY OWN CERTIFICATES . . . . . . . . . . . . . . . . 93
Section 8.05. THE MASTER SERVICER TO PAY TRUSTEE'S FEES AND EXPENSES . . . 93
Section 8.06. ELIGIBILITY REQUIREMENTS FOR TRUSTEE . . . . . . . . . . . . 93
Section 8.07. RESIGNATION AND REMOVAL OF TRUSTEE . . . . . . . . . . . . . 93
Section 8.08. SUCCESSOR TRUSTEE. . . . . . . . . . . . . . . . . . . . . . 94
Section 8.09. MERGER OR CONSOLIDATION OF TRUSTEE . . . . . . . . . . . . . 94
Section 8.10. APPOINTMENT OF CO-TRUSTEE OR SEPARATE TRUSTEE. . . . . . . . 95
Section 8.11. AUTHENTICATING AGENTS. . . . . . . . . . . . . . . . . . . . 96
Section 8.12. PAYING AGENTS. . . . . . . . . . . . . . . . . . . . . . . . 96
ARTICLE IX
Termination
Section 9.01. TERMINATION UPON REPURCHASE BY THE COMPANY OR LIQUIDATION
OF ALL MORTGAGE LOANS. . . . . . . . . . . . . . . . . . . . 97
Section 9.02. ADDITIONAL TERMINATION REQUIREMENTS. . . . . . . . . . . . . 98
Section 9.03. TRUSTS IRREVOCABLE . . . . . . . . . . . . . . . . . . . . . 99
ARTICLE X
Miscellaneous Provisions
Section 10.01 AMENDMENT . . . . . . . . . . . . . . . . . . . . . . . . 99
Section 10.02 RECORDATION OF AGREEMENT. . . . . . . . . . . . . . . . . 100
Section 10.03 LIMITATION ON RIGHTS OF CERTIFICATEHOLDERS. . . . . . . . 100
Section 10.04 ACCESS TO LIST OF CERTIFICATEHOLDERS. . . . . . . . . . . 101
viii
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PAGE
Section 10.05 GOVERNING LAW . . . . . . . . . . . . . . . . . . . . . . . 102
Section 10.06 NOTICES . . . . . . . . . . . . . . . . . . . . . . . . . . 102
Section 10.07 SEVERABILITY OF PROVISIONS. . . . . . . . . . . . . . . . . 102
Section 10.08 COUNTERPART SIGNATURES . . . . . . . . . . . . . . . . . . 102
Section 10.09 BENEFITS OF AGREEMENT . . . . . . . . . . . . . . . . . . . 103
Section 10.10 NOTICES AND COPIES TO RATING AGENCY . . . . . . . . . . . . 103
ix
<PAGE>
EXHIBITS
Exhibit A -- Forms of Certificate Trust Certificates
Exhibit B -- Forms of Residual Certificates
Exhibit C -- Forms of Mortgage Trust Certificates
Exhibit D -- Schedule of Mortgage Loans
Exhibit E -- Form of Selling and Servicing Contract
Exhibit F -- Form of Transferor Certificate for Class B-4, Class B-5 and Class
B-6 Certificates
Exhibit G -- Form of Transferee"s Certificate for Class B-4, Class B-5 and
Class B-6 Certificates
Exhibit H -- Form of Additional Matter Incorporated into the Form of the
Mortgage Trust Certificates
Exhibit I -- Form of Transferor Certificate
Exhibit J -- Form of Transferee Affidavit and Agreement
Exhibit K -- Form of Additional Matter Incorporated into the Form of the
Certificate Trust Certificates
Exhibit L -- Form of Rule 144A Investment Representation
Exhibit M -- Form of Trustee"s Certificate of Review of Mortgage Loans
Exhibit N - Schedule of Certain Mortgage Loans With Group Primary Insurance
Policies
x
<PAGE>
This Pooling and Servicing Agreement, dated and effective as of November 1,
1996 (this "Agreement"), is executed between PNC Mortgage Securities Corp., as
Depositor and Master Servicer (the "Company"), and First Bank National
Association, as Trustee (the "Trustee"). Capitalized terms used in this
Agreement and not otherwise defined have the meanings ascribed to such terms in
Article I hereof.
PRELIMINARY STATEMENT
The Company at the Closing Date is the owner of the Mortgage Loans and the
other property being conveyed by it to the Trustee for inclusion in the Mortgage
Trust Fund. On the Closing Date, the Company will acquire the Mortgage Trust
Certificates and the Class R-1 Certificates from the Mortgage Trust Fund as
consideration for its transfer to the Mortgage Trust Fund of the Mortgage Loans
and certain other assets and will be the owner of the Mortgage Trust
Certificates and the Class R-1 Certificates. The Company has duly authorized the
execution and delivery of this Agreement to provide for the conveyance to the
Trustee of the Mortgage Loans and the issuance to the Company of the Mortgage
Trust Certificates representing in the aggregate the entire beneficial ownership
of the Mortgage Trust Fund (except for that portion represented by the Class R-1
Certificates), the conveyance to the Trustee by the Company of the Mortgage
Trust Certificates and the issuance of the Certificate Trust Certificates
representing in the aggregate the entire beneficial interest in the Certificate
Trust Fund (except for that portion represented by the Class R Certificates). On
the Closing Date, the Company will acquire the Certificate Trust Certificates
and the Class R Certificates from the Certificate Trust Fund as consideration
for its transfer to the Certificate Trust Fund of the Mortgage Trust
Certificates and will be the owner of the Certificate Trust Certificates and the
Class R Certificates. All covenants and agreements made by the Company and the
Trustee herein with respect to the Mortgage Loans and the other property
constituting the Mortgage Trust Fund are for the benefit of the Holders from
time to time of the Mortgage Trust Certificates and the Class R-1 Certificates.
All covenants and agreements made by the Company and the Trustee herein with
respect to the Mortgage Trust Certificates and the other property constituting
the Certificate Trust Fund are for the benefit of the Holders from time to time
of the Certificate Trust Certificates and the Class R Certificates. The Company
is entering into this Agreement, and the Trustee is accepting the two separate
trusts created hereby, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged.
The Certificate Trust Certificates issued hereunder, other than the Class
B-4, Class B-5 and Class B-6 Certificates, have been offered for sale pursuant
to a Prospectus, dated November 21, 1996, and a Prospectus Supplement, dated
November 21, 1996, of the Company (together, the "Prospectus"). The Class B-4,
Class B-5 and Class B-6 Certificates have been offered for sale pursuant to a
Private Placement Memorandum, dated November 26, 1996. The Mortgage Trust Fund
and the Certificate Trust Fund created hereunder are intended to be the
"Mortgage Trust" and the "Certificate Trust," respectively, as described in the
Prospectus and the Private Placement Memorandum and the Certificate Trust
Certificates and the Residual Certificates are intended to be the "Certificates"
described therein. The following tables set forth the designation, type of
interest, initial Remittance Rate, initial Class Principal Balance and last
scheduled Distribution Date for each Class of Certificates comprising the
interests in the Mortgage Trust Fund and the Certificate Trust Fund created
hereunder:
1
<PAGE>
MORTGAGE TRUST FUND
INITIAL CLASS
TYPE OF REMITTANCE PRINCIPAL LAST SCHEDULED
DESIGNATION INTEREST RATE (1) BALANCE DISTRIBUTION DATE*
Class A1-L Regular 9.000% $4,800,000.00 December 25, 2026
Class A3-L Regular 8.000% 21,000,000.00 December 25, 2026
Class A4-L Regular 8.000% 6,550,287.00 December 25, 2026
Class A5-L Regular 8.000% 17,344,181.00 December 25, 2026
Class A6-L Regular 7.000% 35,469,082.00 December 25, 2026
Class A7-L Regular 8.500% 17,734,541.00 December 25, 2026
Class A9-L Regular 7.500% 26,350,000.00 December 25, 2026
Class A10-L Regular 9.000% 22,685,145.00 December 25, 2026
Class A12-L Regular 9.000% 12,291,667.00 December 25, 2026
Class P-L Regular (2) 1,172,035.09 December 25, 2026
Class X-L Regular 8.000%(3) 0.00 December 25, 2026
Class B1-L Regular 8.000% 3,483,876.00 December 25, 2026
Class B2-L Regular 8.000% 2,177,422.00 December 25, 2026
Class B3-L Regular 8.000% 1,393,550.00 December 25, 2026
Class B4-L Regular 8.000% 522,581.00 December 25, 2026
Class B5-L Regular 8.000% 609,678.00 December 25, 2026
Class B6-L Regular 8.000% 609,681.97 December 25, 2026
Class R-L Regular 8.000% 50.00 December 25, 2026
Class R-1+ Residual 8.000% 50.00 December 25, 2026
_________________
* The Distribution Date in the month after the maturity date for the latest
maturing Mortgage Loan in the Mortgage Pool.
+ The Class R-1 Certificates are entitled to receive the applicable Residual
Distribution Amount and Excess Liquidation Proceeds.
(1) Interest distributed to the Mortgage Trust Certificates and Class R-1
Certificates on each Distribution Date will have accrued during the Prior
Period, except for (i) the Class A1-L, Class A7-L and Class A10-L
Certificates which will accrue interest during the period from the 25th day
of the month prior to each Distribution Date to the 24th day of the month
of such Distribution Date and (ii) the Class P-L Certificates which will
not be entitled to receive interest.
(2) The Class P-L Certificates will not have a Remittance Rate and will not be
entitled to distributions of interest.
(3) The Remittance Rate on the Class X-L Certificates will be 8.000% per annum.
The Class X-L Certificates will accrue interest on the Class X-L Notional
Amount.
As provided herein, with respect to the Mortgage Trust Fund, the
Company will cause an election to be made on behalf of the Mortgage Trust Fund
to be treated for federal income tax purposes as a REMIC. The Class A1-L,
Class A3-L, Class A4-L, Class A5-L, Class A6-L, Class A7-L, Class A9-L, Class
A10-L, Class A12-L, Class P-L, Class X-L, Class B1-L, Class B2-L, Class B3-L,
Class B4-L, Class B5-L, Class B6-L and R-L Certificates will be designated
regular interests in the Mortgage Trust Fund and the Class R-1 Certificates will
be designated the sole class of residual interest in the Mortgage Trust Fund,
for purposes of the REMIC Provisions.
2
<PAGE>
CERTIFICATE TRUST FUND
INITIAL CLASS
TYPE OF REMITTANCE PRINCIPAL LAST SCHEDULED
DESIGNATION INTEREST RATE (1) BALANCE DISTRIBUTION DATE*
Class A-1 Regular (2) $4,800,000.00 December 25, 2026
Class A-2 Regular (3) 0.00 December 25, 2026
Class A-3 Regular 7.250% 21,000,000.00 December 25, 2026
Class A-4 Regular 8.000% 6,550,287.00 December 25, 2026
Class A-5 Regular 8.000% 17,344,181.00 December 25, 2026
Class A-6 Regular 7.000% 35,469,082.00 December 25, 2026
Class A-7 Regular (4) 17,734,541.00 December 25, 2026
Class A-8 Regular (5) 0.00 December 25, 2026
Class A-9 Regular 7.500% 26,350,000.00 December 25, 2026
Class A-10 Regular (6) 22,685,145.00 December 25, 2026
Class A-11 Regular (7) 0.00 December 25, 2026
Class A-12 Regular 9.000% 12,291,667.00 December 25, 2026
Class P Regular (8) 1,172,035.09 December 25, 2026
Class X Regular 8.000%(9) 0.00 December 25, 2026
Class B-1 Regular 8.000% 3,483,876.00 December 25, 2026
Class B-2 Regular 8.000% 2,177,422.00 December 25, 2026
Class B-3 Regular 8.000% 1,393,550.00 December 25, 2026
Class B-4 Regular 8.000% 522,581.00 December 25, 2026
Class B-5 Regular 8.000% 609,678.00 December 25, 2026
Class B-6 Regular 8.000% 609,681.97 December 25, 2026
Class R+ Residual 8.000% 50.00 December 25, 2026
_________________
* The Distribution Date in the month after the maturity date for the latest
maturing Mortgage Loan in the Mortgage Pool.
+ The Class R Certificates are entitled to receive the applicable Residual
Distribution Amount.
(1) Interest distributed to the Certificate Trust Certificates and Class R
Certificates on each Distribution Date will have accrued during the Prior
Period, except for (i) the Class A-1, Class A-2, Class A-7, Class A-8,
Class A-10 and Class A-11 Certificates which will accrue interest during
the period from the 25th day of the month prior to each Distribution Date
to the 24th day of the month of such Distribution Date and (ii) the Class P
Certificates which will not be entitled to receive interest.
(2) The initial Remittance Rate for the Class A-1 Certificates will be 5.975%
per annum. Thereafter, the Class A-1 Certificates will accrue interest at a
per annum rate equal to LIBOR plus 0.600%, subject to a minimum and maximum
Remittance Rate of 0.600% and 9.000% per annum, respectively.
(3) The initial Remittance Rate for the Class A-2 Certificates will be 3.025%
per annum. Thereafter, the Class A-2 Certificates will accrue interest at a
per annum rate equal to 8.400% minus LIBOR, subject to a minimum and
maximum Remittance Rate of 0.000% and 8.400% per annum, respectively. The
Class A-2 Certificates will not be entitled to receive distributions of
principal and will accrue interest on the Class A-2 Notional Amount, which
will equal the Class A-1 Principal Balance at the time of determination.
(4) The initial Remittance Rate for the Class A-7 Certificates will be 5.875%
per annum. Thereafter, the Class A-7 Certificates will accrue interest at a
per annum rate equal to LIBOR plus 0.500%, subject to a minimum and maximum
Remittance Rate of 0.500% and 8.500% per annum, respectively.
(5) The initial Remittance Rate for the Class A-8 Certificates will be 2.625%
per annum. Thereafter, the Class A-8 Certificates will accrue interest at a
per annum rate equal to 8.000% minus LIBOR, subject to a minimum and
maximum Remittance Rate of 0.000% and 8.000% per annum, respectively. The
Class A-8 Certificates will not be
3
<PAGE>
entitled to receive distributions of principal and will accrue interest on
the Class A-8 Notional Amount, which will equal the Class A-7 Principal
Balance at the time of determination.
(6) The initial Remittance Rate for the Class A-10 Certificates will be 5.775%
per annum. Thereafter, the Class A-10 Certificates will accrue interest at
a per annum rate equal to LIBOR plus 0.400%, subject to a minimum and
maximum Remittance Rate of 0.400% and 9.000% per annum, respectively.
(7) The initial Remittance Rate for the Class A-11 Certificates will be 3.225%
per annum. Thereafter, the Class A-11 Certificates will accrue interest at
a per annum rate equal to 8.600% minus LIBOR, subject to a minimum and
maximum Remittance Rate of 0.000% and 8.600% per annum, respectively. The
Class A-11 Certificates will not be entitled to receive distributions of
principal and will accrue interest on the Class A-11 Notional Amount, which
will equal the Class A-10 Principal Balance at the time of determination.
(8) The Class P Certificates will not have a Remittance Rate and will not be
entitled to distributions of interest.
(9) The Remittance Rate on the Class X Certificates will be 8.000% per annum.
The Class X Certificates will accrue interest on the Class X Notional
Amount. The Class X Notional Amount as of the Cut-Off Date will be
approximately $8,792,643.00.
4
<PAGE>
As provided herein, with respect to the Certificate Trust Fund, the Company
will cause an election to be made on behalf of the Certificate Trust Fund to be
treated for federal income tax purposes as a REMIC. The Certificate Trust
Certificates (other than the Class R Certificates) will be designated regular
interests in the Certificate Trust Fund and the Class R Certificates will be
designated the sole class of residual interests in the Certificate Trust Fund,
for purposes of the REMIC Provisions. As of the Cut-Off Date, the Mortgage Loans
have an aggregate Principal Balance of $174,193,827.06, the Mortgage Trust
Certificates and the Class R-1 Certificates have an Aggregate Certificate
Principal Balance of $174,193,827.06, and the Certificate Trust Certificates and
the Class R Certificates have an Aggregate Certificate Principal Balance of
$174,193,777.06.
WITNESSETH:
WHEREAS, the Company is a corporation duly organized and existing under and
by virtue of the laws of the State of Delaware and has full corporate power and
authority to enter into this Agreement and to undertake the obligations
undertaken by it herein;
WHEREAS, the Company is the owner of the Mortgage Loans identified in the
Mortgage Loan Schedule hereto having unpaid Principal Balances on the Cut-Off
Date as stated therein;
WHEREAS, the Company has been duly authorized to create a trust (the
"Mortgage Trust") to (i) hold the Mortgage Trust Fund, consisting of the
Mortgage Loans and certain other property and (ii) sell undivided beneficial
ownership interests in such Mortgage Trust and to do so is selling the Mortgage
Trust Certificates and Class R-1 Certificates issued hereunder as hereinafter
provided;
WHEREAS, the Company has been duly authorized to create a trust (the
"Certificate Trust") to (i) hold the Certificate Trust Fund consisting of the
Mortgage Trust Certificates and (ii) sell undivided beneficial ownership
interests in such Certificate Trust and to do so is selling the Certificate
Trust Certificates and Class R Certificates issued hereunder as hereinafter
provided; and
WHEREAS, the Trustee is a national banking association duly organized and
existing under the laws of the United States and has full power and authority to
enter into this Agreement.
NOW, THEREFORE, in order to declare the terms and conditions upon which the
Certificates are, and are to be, authenticated, issued and delivered, and in
consideration of the premises and of the purchase and acceptance of the
Certificates by the Holders thereof, the Company covenants and agrees with the
Trustee, for the equal and proportionate benefit of the respective Holders from
time to time of the Certificates, as follows:
5
<PAGE>
ARTICLE I
Section 1.01. DEFINITIONS.
Whenever used in this Agreement, the following words and phrases, unless
the context otherwise requires, shall have the following meanings:
ADJUSTED SENIOR LIQUIDATION AMOUNT: The aggregate of, for each Mortgage
Loan which became a Liquidated Mortgage Loan during the Prior Period, the lesser
of: (i) the Adjusted Senior Percentage of the Principal Balance of such Mortgage
Loan (exclusive of the Class P Fraction thereof with respect to any Class P
Mortgage Loan), and (ii) the product of (x) the Adjusted Senior Prepayment
Percentage, if the Adjusted Senior Prepayment Percentage is less than 100%, or
if the Adjusted Senior Prepayment Percentage equals 100%, the percentage
obtained by dividing the Adjusted Senior Percentage by the sum of the Adjusted
Senior Percentage and the Class A-5 Percentage and (y) Liquidation Principal
with respect to such Mortgage Loan.
ADJUSTED SENIOR PERCENTAGE: With respect to any Distribution Date, the sum
of the Class Principal Balances of the Senior Certificates (reduced by the Class
P-L Principal Balance and Class A5-L Principal Balance) divided by the aggregate
Class Principal Balance of all Classes of Mortgage Trust Certificates and the
Class R-1 Certificates (reduced by the Class P-L Principal Balance), in each
case, immediately prior to such Distribution Date.
ADJUSTED SENIOR PREPAYMENT PERCENTAGE: (i) On any Distribution Date
occurring before the Distribution Date in the month of the fifth anniversary of
the first Distribution Date, 100%; (ii) on any other Distribution Date on which
the Subordinate Percentage for such Distribution Date is less than the
Subordinate Percentage as of the Cut-Off Date, the sum of the Adjusted Senior
Percentage, the Subordinate Percentage and the applicable Stepdown Percentage of
the Class A-5 Percentage, in each case as in effect for such Distribution Date;
and (iii) on any other Distribution Date in each of the months of the fifth
anniversary of the first Distribution Date and thereafter, the sum of the
Adjusted Senior Percentage, the Subordinate Percentage and the applicable
Stepdown Percentage of the Class A-5 Percentage, in each case for such
Distribution Date unless:
(a) the mean aggregate Principal Balance of Mortgage Loans which are 60 or
more days delinquent (including loans in foreclosure and property held
by the Mortgage Trust Fund) for each of the immediately preceding six
calendar months is less than or equal to 50% of the mean aggregate
Class Principal Balance of the Class B Certificates, and
(b) cumulative Realized Losses on the Mortgage Loans allocated to the
Class B Certificates are less than or equal to (1) for any
Distribution Date before the month of the sixth anniversary of the
month of the first Distribution Date, 30% of the sum of the
Class Principal Balances of the Class B Certificates as of the Cut-Off
Date, (2) for any Distribution Date in or after the month of the sixth
anniversary of the month of the first Distribution Date but before the
seventh anniversary of the month of the first Distribution Date, 35%
of the sum of the Class Principal Balances of the Class B Certificates
as of the Cut-Off Date, (3) for any Distribution Date in or after the
month of the seventh anniversary of the month of the first
Distribution Date but before the eighth anniversary of the month of
the first Distribution Date, 40% of the sum of the Class Principal
Balances of the Class B Certificates as of the Cut-Off Date, (4) for
any
6
<PAGE>
Distribution Date in or after the month of the eighth anniversary of
the month of the first Distribution Date but before the ninth
anniversary of the month of the first Distribution Date, 45% of the
sum of the Class Principal Balances of the Class B Certificates as of
the Cut-Off Date, and (5) for any Distribution Date in or after the
month of the ninth anniversary of the month of the first Distribution
Date, 50% of the sum of the Class Principal Balances of the Class B
Certificates as of the Cut-Off Date,
in which case, as follows: (1) for any such Distribution Date in or after the
month of the fifth anniversary of the month of the first Distribution Date but
before the sixth anniversary of the month of the first Distribution Date, the
Adjusted Senior Percentage for such Distribution Date plus 70% of the sum of the
Class A-5 Percentage and Subordinate Percentage for such Distribution Date; (2)
for any such Distribution Date in or after the month of the sixth anniversary of
the month of the first Distribution Date but before the seventh anniversary of
the month of the first Distribution Date, the Adjusted Senior Percentage of such
Distribution Date plus 60% of the sum of the Class A-5 Percentage and
Subordinate Percentage for such Distribution Date; (3) for any such Distribution
Date in or after the month of the seventh anniversary of the month of the first
Distribution Date but before the eighth anniversary of the month of the first
Distribution Date, the Adjusted Senior Percentage for such Distribution Date
plus 40% of the sum of the Class A-5 Percentage and Subordinate Percentage for
such Distribution Date; (4) for any such Distribution Date in or after the month
of the eighth anniversary of the month of the first Distribution Date but before
the ninth anniversary of the month of the first Distribution Date, the Adjusted
Senior Percentage for such Distribution Date plus 20% of the sum of the Class
A-5 Percentage and Subordinate Percentage for such Distribution Date; and
(5) for any such Distribution Date thereafter, the Adjusted Senior Percentage
for such Distribution Date. If on any Distribution Date the allocation to the
Senior Certificates (other than the Class A5-L and Class P-L Certificates) of
Principal Prepayments in the percentage required would reduce the sum of the
Class Principal Balances of the Senior Certificates (other than the Class A5-L
and Class P-L Certificates) below zero, the Adjusted Senior Prepayment
Percentage for such Distribution Date shall be limited to the percentage
necessary to reduce such sum to zero. Notwithstanding the foregoing, however, on
each Distribution Date, the Class P-L Certificates will receive the Class P
Fraction of all principal payments, including, without limitation, Principal
Prepayments, received in respect of each Class P Mortgage Loan.
ADJUSTED SENIOR PRINCIPAL DISTRIBUTION AMOUNT: For any Distribution Date,
an amount equal to the sum of (a) the Adjusted Senior Percentage of the
Principal Payment Amount (exclusive of the portion thereof attributable to
principal distributions to the Class P-L Certificates pursuant to clause (I)(i)
of the definition of "Mortgage Trust Certificate Distribution Amount"), (b) the
Adjusted Senior Prepayment Percentage of the Principal Prepayment Amount
(exclusive of the portion thereof attributable to principal distributions to the
Class P-L Certificates pursuant to clause (I)(i) of the definition of "Mortgage
Trust Certificate Distribution Amount") and (c) the Adjusted Senior Liquidation
Amount.
AGGREGATE CERTIFICATE PRINCIPAL BALANCE: At any given time, (a) the sum of
the then current Class Principal Balances of the Certificate Trust Certificates
and Class R Certificates or (b) the sum of the then current Class Principal
Balances of the Mortgage Trust Certificates and Class R-1 Certificates, as
applicable.
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APPRAISED VALUE: The amount set forth in an appraisal made by or for the
mortgage originator in connection with its origination of each Mortgage Loan.
ASSIGNMENT OF PROPRIETARY LEASE: With respect to a Cooperative Loan, the
assignment of the related Cooperative Lease from the Mortgagor to the originator
of the Cooperative Loan.
AUTHENTICATING AGENT: Any authenticating agent appointed by the Trustee
pursuant to Section 8.11.
AUTHORIZED DENOMINATION: With respect to the Certificates (except the
Residual, Class A-3, Class A3-L, Class A-2, Class A-8, Class A-11, Class X,
Class X-L and Class R-L Certificates), an initial Certificate Principal Balance
equal to $25,000 and integral multiples of $1 in excess thereof, except that one
Certificate of each Class of such Certificates may be issued in a different
amount that is not a multiple of $1. With respect to each of the Residual
Certificates, one Certificate with a Percentage Interest equal to 0.01% and one
Certificate with a Percentage Interest equal to 99.99%. With respect to the
Class A-3 and Class A3-L Certificates, an initial Certificate Principal Balance
equal to $1,000 and integral multiples of $1 in excess thereof, except that one
Certificate of such Class may be issued in a different amount that is not a
multiple of $1. With respect to the Class A-2, Class A-8, Class A-11, Class X
and Class X-L Certificates, a Class Notional Amount as of the Cut-Off Date equal
to $100,000 and integral multiples of $1 in excess thereof, except that one
Certificate of each Class may be issued in a different amount. With respect to
the Class R-L Certificates, one Certificate with an initial Certificate
Principal Balance equal to $50.
BANKRUPTCY COVERAGE: The Bankruptcy Coverage Initial Amount less (a) any
scheduled or permissible reduction in the amount of Bankruptcy Coverage pursuant
to this definition and (b) Bankruptcy Losses allocated to the Certificates.
Bankruptcy Coverage may be reduced upon written confirmation from the Rating
Agency that such reduction will not adversely affect the then current ratings
assigned to the Certificates by the Rating Agency.
BANKRUPTCY COVERAGE INITIAL AMOUNT: $50,000.
BANKRUPTCY LOSS: A loss on a Mortgage Loan arising out of (i) a reduction
in the scheduled Monthly Payment for such Mortgage Loan by a court of competent
jurisdiction in a case under the United States Bankruptcy Code, other than any
such reduction that arises out of clause (ii) of this definition of "Bankruptcy
Loss," including, without limitation, any such reduction that results in a
permanent forgiveness of principal, or (ii) with respect to any Mortgage Loan, a
valuation, by a court of competent jurisdiction in a case under such Bankruptcy
Code, of the related Mortgaged Property in an amount less than the then
outstanding Principal Balance of such Mortgage Loan.
BENEFICIAL HOLDER: A Person holding a beneficial interest in any Book-Entry
Certificate as or through a DTC Participant or an Indirect DTC Participant or a
Person holding a beneficial interest in any Definitive Certificate.
BOOK-ENTRY CERTIFICATES: The Class A Certificates that are Certificate
Trust Certificates (other than the Class A-2, Class A-8 and Class A-11
Certificates), beneficial ownership and transfers of which shall be made through
book entries as described in Section 5.07.
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BUSINESS DAY: Any day other than a Saturday, a Sunday, or a day on which
banking institutions in Chicago, Illinois or New York, New York are authorized
or obligated by law or executive order to be closed.
BUYDOWN AGREEMENT: An agreement between a Person and a Mortgagor pursuant
to which such Person has provided a Buydown Fund.
BUYDOWN FUND: A fund provided by the originator of a Mortgage Loan or
another Person with respect to a Buydown Loan which provides an amount
sufficient to subsidize regularly scheduled principal and interest payments due
on such Buydown Loan for a period. Buydown Funds may be (i) funded at the par
values of future payment subsidies, or (ii) funded in an amount less than the
par values of future payment subsidies, and determined by discounting such par
values in accordance with interest accruing on such amounts, in which event they
will be deposited in an account bearing interest. Buydown Funds may be held in a
separate Buydown Fund Account or may be held in a Custodial Account for P&I or a
Custodial Account for Reserves and monitored by a Servicer.
BUYDOWN FUND ACCOUNT: A separate account or accounts created and maintained
pursuant to Section 3.02 (a) with the corporate trust department of the Trustee
or another financial institution approved by the Master Servicer, (b) within
FDIC insured accounts (or other accounts with comparable insurance coverage
acceptable to the Rating Agency) created, maintained and monitored by a Servicer
or (c) in a separate non-trust account without FDIC or other insurance in an
Eligible Institution. Such account or accounts may be non-interest bearing or
may bear interest. In the event that a Buydown Fund Account is established
pursuant to clause (b) of the preceding sentence, amounts held in such Buydown
Fund Account shall not exceed the level of deposit insurance coverage on such
account; accordingly, more than one Buydown Fund Account may be established.
BUYDOWN LOAN: A Mortgage Loan for which the Mortgage Interest Rate has been
subsidized through a Buydown Fund provided at the time of origination of such
Mortgage Loan.
CERTIFICATE: Any one of the Mortgage Trust Certificates, the Class R-1
Certificates, the Certificate Trust Certificates or the Class R Certificates,
issued pursuant to this Agreement, executed by the Trustee and authenticated by
or on behalf of the Trustee hereunder in substantially one of the forms set
forth in Exhibits A, B and C hereto. The additional matter appearing in Exhibit
K shall be deemed incorporated into Exhibit A and the form of the Class R
Certificates as though set forth at the end of Exhibit A and the appropriate
portion of Exhibit B, as applicable, and the additional matter appearing in
Exhibit H shall be deemed incorporated into Exhibit C and the form of the
Class R-1 Certificates as though set forth at the end of Exhibit C and the
appropriate portion of Exhibit B, as applicable.
CERTIFICATE ACCOUNT: The separate trust account created and maintained with
the Trustee, the Investment Depository or any other bank or trust company
acceptable to the Rating Agency which is incorporated under the laws of the
United States or any state thereof pursuant to Section 3.04, which account shall
bear a designation clearly indicating that the funds deposited therein are held
in trust for the benefit of the Trustee on behalf of the Certificateholders or
any other account serving a similar function acceptable to the Rating Agency.
Funds in the Certificate Account may be invested in Eligible Investments and
reinvestment earnings thereon (net of investment losses and
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Payoff Earnings applied to Compensating Interest) shall be paid to the Master
Servicer as additional servicing compensation, in the same manner and subject to
the same terms and conditions that apply to the Investment Account under this
Agreement. Funds deposited in the Certificate Account (exclusive of the Master
Servicing Fee) shall be held in trust for the Certificateholders and for the
uses and purposes set forth in Section 3.04, Section 3.05 and Section 4.01.
CERTIFICATE TRUST AVAILABLE DISTRIBUTION AMOUNT: With respect to any
Distribution Date, the aggregate of all distributions with respect to the
Mortgage Trust Certificates.
CERTIFICATE TRUST CERTIFICATE DISTRIBUTION AMOUNT: For any Distribution
Date, the Certificate Trust Available Distribution Amount shall be distributed
to the Certificate Trust Certificates and Class R Certificates in the following
amounts and priority:
(i) (A) to each Class of Certificate Trust Certificates, other than
the Class A-1, Class A-2, Class A-3, Class A-7, Class A-8, Class A-10 and
Class A-11 Certificates, the amounts distributed to its Corresponding Class
on such Distribution Date, (B) to the Class A-1 Certificates, the amount
distributed to the Class A1-L Certificates as principal on such
Distribution Date, (C) to the Class A-1 and Class A-2 Certificates,
concurrently, the amount distributed as interest to the Class A1-L
Certificates on such Distribution Date, as follows: (x) to the Class A-1
Certificates, an amount equal to the product of the Class A-1 Remittance
Rate and the Class A-1 Principal Balance on such Distribution Date before
allocating Realized Losses and giving effect to distributions of interest
and principal, in each case for such Distribution Date and (y) to the Class
A-2 Certificates, the product of the Class A-2 Remittance Rate and the
Class A-2 Notional Amount, (D) to the Class A-7 Certificates, the amount
distributed to the Class A7-L Certificates as principal on such
Distribution Date, and (E) to the Class A-7 and the Class A-8 Certificates,
concurrently, the amount distributed as interest to the Class A7-L
Certificates on such Distribution Date, as follows: (x) to the Class A-7
Certificates, an amount equal to the product of the Class A-7 Remittance
Rate and the Class A-7 Principal Balance on such Distribution Date before
allocating Realized Losses and giving effect to distributions of interest
and principal, in each case for such Distribution Date and (y) to the Class
A-8 Certificates, an amount equal to the product of the Class A-8
Remittance Rate and the Class A-8 Notional Amount, (F) to the Class A-10
Certificates, the amount distributed to the Class A10-L Certificates as
principal on such Distribution Date, (G) to the Class A-10 and the Class
A-11 Certificates, concurrently, the amount distributed as interest to the
Class A10-L Certificates on such Distribution Date, as follows: (x) to the
Class A-10 Certificates, an amount equal to the product of the Class A-10
Remittance Rate and the Class A-10 Principal Balance on such Distribution
Date before allocating Realized Losses and giving effect to distributions
of interest and principal, in each case for such Distribution Date and (y)
to the Class A-11 Certificates, an amount equal to the product of the Class
A-11 Remittance Rate and the Class A-11 Notional Amount, and (H) to the
Class A-3 Certificates, the amount distributed to the Class A3-L
Certificates as principal on such Distribution Date, and (I) to the Class
A-3 and the Class X Certificates, concurrently, the amount distributed as
interest to the Class A3-L Certificates on such Distribution Date, as
follows: (x) to the Class A-3 Certificates, an amount equal to the product
of the Class A-3 Remittance Rate and the Class A-3 Principal Balance on
such Distribution Date before allocating Realized Losses and giving effect
to distributions of interest and principal, in each case for such
Distribution Date and (y) to the Class X Certificates (in addition to any
amounts described in clause (A) above), an amount equal to the product of
the Class X
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Remittance Rate and the Class X-U Notional Amount, in each case, pursuant
to the definition of "Mortgage Trust Certificate Distribution Amount"; and
(ii) to the Class R Certificate, the sum of (a) the amounts
distributed to its Corresponding Class on such Distribution Date, and (b)
the applicable Residual Distribution Amount, if any.
In each case where a distribution is required to be made concurrently to
two Classes of Certificate Trust Certificates pursuant to the preceding
sentence, if the portion of the Mortgage Trust Certificate Distribution Amount
from which such distribution is required to be made is insufficient to make such
distribution in full to both Classes of Certificate Trust Certificates, such
distribution shall be allocated between the two Classes of Certificate Trust
Certificates pro rata according to the respective amounts to which they are
otherwise entitled from such distribution.
CERTIFICATE TRUST CERTIFICATES: The Class A-1, Class A-2, Class A-3,
Class A-4, Class A-5, Class A-6, Class A-7, Class A-8, Class A-9, Class A-10,
Class A-11, Class A-12, Class P, Class X, Class B-1, Class B-2, Class B-3,
Class B-4, Class B-5 and Class B-6 Certificates issued pursuant to this
Agreement.
CERTIFICATE TRUST FUND: The Certificate Trust Fund created pursuant to
Section 2.04 of this Agreement. The Certificate Trust Fund consists of the
Mortgage Trust Certificates to be held by the Trustee for the benefit of the
Holders from time to time of the Certificate Trust Certificates and the Class R
Certificates hereunder.
CERTIFICATE PRINCIPAL BALANCE: For each Certificate of any Class, the
portion of the related Class Principal Balance, if any, represented by such
Certificate.
CERTIFICATE REGISTER AND CERTIFICATE REGISTRAR: The register maintained and
the registrar appointed, respectively, pursuant to Section 5.03.
CERTIFICATEHOLDER OR HOLDER: The person in whose name a Certificate is
registered in the Certificate Register, except that, solely for the purposes of
giving any consent pursuant to this Agreement, any Certificate registered in the
name of the Company, the Master Servicer or any affiliate thereof shall be
deemed not to be outstanding and the Percentage Interest evidenced thereby shall
not be taken into account in determining whether the requisite percentage of
Percentage Interests necessary to effect any such consent has been obtained;
provided, that the Trustee may conclusively rely upon an Officer"s Certificate
to determine whether any Person is an affiliate of the Company or the Master
Servicer.
CLASS: All Mortgage Trust Certificates or the Class R-1 Certificates having
the same priority and rights to payments on the Mortgage Loans from the Mortgage
Trust Available Distribution Amount and all Certificate Trust Certificates or
the Class R Certificates having the same priority and rights to payment from
distributions on the Mortgage Trust Certificates, as applicable, which
Certificates, as applicable, shall be designated as a separate Class, as set
forth in the applicable forms of Certificates attached hereto as Exhibits A, B
and C. Each Class of Mortgage Trust Certificates and the Class R-1 Certificates
shall be entitled to receive the amounts allocated to such Class pursuant to the
definition of "Mortgage Trust Certificate Distribution Amount" only to the
extent of the Mortgage Trust Available Distribution Amount for such Distribution
Date remaining
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after distributions in accordance with prior clauses of the definition of
"Mortgage Trust Certificate Distribution Amount," and each Class of Certificate
Trust Certificates and the Class R Certificates shall be entitled to receive the
amounts allocated to such Class pursuant to the definition of "Certificate Trust
Certificate Distribution Amount" only to the extent of the Certificate Trust
Available Distribution Amount for such Distribution Date remaining after
distributions in accordance with prior clauses of the definition of "Certificate
Trust Certificate Distribution Amount."
CLASS A CERTIFICATES: With respect to the Mortgage Trust Certificates, the
Class A1-L, Class A3-L, Class A4-L, Class A5-L, Class A6-L, Class A7-L, Class
A9-L, Class A10-L and Class A12-L Certificates, collectively, and with respect
to the Certificate Trust Certificates, the Class A-1, Class A-2, Class A-3,
Class A-4, Class A-5, Class A-6, Class A-7, Class A-8, Class A-9, Class A-10,
Class A-11 and Class A-12 Certificates, collectively.
CLASS A-1 CERTIFICATES: The Certificates designated as "Class A-1" on the
face thereof in substantially the form attached hereto as Exhibit A-1.
CLASS A-2 CERTIFICATES: The Certificates designated as "Class A-2" on the
face thereof in substantially the form attached hereto as Exhibit A-2.
CLASS A-2 NOTIONAL AMOUNT: With respect to any Distribution Date, the Class
A1-L Principal Balance for such Distribution Date prior to giving effect to any
distributions thereon or allocation of Realized Losses thereto on such
Distribution Date.
CLASS A-3 CERTIFICATES: The Certificates designated as "Class A-3" on the
face thereof in substantially the form attached hereto as Exhibit A-3.
CLASS A-4 CERTIFICATES: The Certificates designated as "Class A-4" on the
face thereof in substantially the form attached hereto as Exhibit A-4.
CLASS A-5 CERTIFICATES: The Certificates designated as "Class A-5" on the
face thereof in substantially the form attached hereto as Exhibit A-5.
CLASS A-5 LIQUIDATION AMOUNT: For any Distribution Date, an amount equal to
the aggregate of, for each Mortgage Loan which became a Liquidated Mortgage Loan
during the Prior Period, the lesser of (i) the Class A-5 Percentage of the
Principal Balance of such Mortgage Loan (exclusive of the Class P Fraction
thereof with respect to any Class P Mortgage Loan) and (ii) the product of (x)
the Class A-5 Prepayment Percentage if the Class A-5 Prepayment Percentage is
greater than 0%, or if the Class A-5 Prepayment Percentage equals 0%, the
percentage obtained by dividing the Class A-5 Percentage by the sum of the
Adjusted Senior Percentage and the Class A-5 Percentage and (y) Liquidation
Principal with respect to such Mortgage Loan.
CLASS A-5 PERCENTAGE: With respect to any Distribution Date, the
Class Principal Balance of the Class A5-L Certificates divided by the aggregate
Class Principal Balance of all Classes of Mortgage Trust Certificates and Class
R-1 Certificates (reduced by the Class P-L Principal Balance), in each case,
immediately prior to such Distribution Date.
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CLASS A-5 PREPAYMENT PERCENTAGE: With respect to any Distribution Date
occurring before the Class A-5 Trigger Date, the product of (i) a fraction,
expressed as a percentage, the numerator of which is the Class Principal Balance
of the Class A5-L Certificates and the denominator of which is the aggregate of
the Class Principal Balances of the Class A5-L Certificates and the Class B
Certificates, in each case immediately prior to such Distribution Date, and (ii)
the Combined Prepayment Percentage; PROVIDED, HOWEVER, on any such Distribution
Date if the loss and delinquency tests set forth in the definition "Adjusted
Senior Prepayment Percentage" for such Distribution Date are not satisfied or
the Subordinate Percentage for such Distribution Date is less than the
Subordinate Percentage as of the Cut-Off Date, the Class A-5 Prepayment
Percentage will equal the Combined Prepayment Percentage for such Distribution
Date. With respect to any Distribution Date occurring on or after the Class A-5
Trigger Date, (i) on any Distribution Date prior to the Distribution Date
occurring in December 2005 on which the Subordinate Percentage is equal to or
greater than twice the initial Subordinate Percentage before giving effect to
distributions on such Distribution Date, and the loss and delinquency tests set
forth in the definition "Adjusted Senior Prepayment Percentage" for such
Distribution Date are satisfied, (A) which also occurs prior to the Distribution
Date occurring in December 1999, the Class A-5 Prepayment Percentage will equal
the sum of the Class A-5 Percentage and 50% of the Subordinate Percentage, in
each case as in effect on such Distribution Date, or (B) which also occurs on or
following the Distribution Date occurring in December 1999, the Class A-5
Prepayment Percentage will equal the Class A-5 Percentage in effect on such
Distribution Date and (ii) on any Distribution Date (A) occurring prior to the
Distribution Date in December 2005 on which the Subordinate Percentage is less
than twice the initial Subordinate Percentage before giving effect to
distributions on such Distribution Date or the loss and delinquency tests set
forth in the definition "Adjusted Senior Prepayment Percentage" for such
Distribution Date are not satisfied, or (B) occurring on or after the
Distribution Date in December 2005 on which the Subordinate Percentage is less
than the initial Subordinate Percentage or the loss and delinquency tests set
forth in the definition "Adjusted Senior Prepayment Percentage" for such
Distribution Date are not satisfied, the Class A-5 Prepayment Percentage will
equal 100% (reduced on the Class A-5 Trigger Date by the Adjusted Senior
Prepayment Percentage). On any such Distribution Date on or after the
Distribution Date occurring in December 2005 on which the Subordinate Percentage
is greater than or equal to the initial Subordinate Percentage and the loss and
delinquency tests set forth in the definition "Adjusted Senior Prepayment
Percentage" for such Distribution Date are satisfied, the Class A-5 Prepayment
Percentage will equal the Class A-5 Percentage in effect on such Distribution
Date. Notwithstanding the foregoing, the calculation of the Class A-5 Prepayment
Percentage on the Class A-5 Trigger Date will be adjusted (except when the Class
A-5 Prepayment Percentage is calculated pursuant to clause (ii) above) by
multiplying the amount calculated in the foregoing sentence as the Class A-5
Prepayment Percentage for such date by a fraction, the numerator of which is the
Combined Prepayment Percentage and the denominator of which is the sum of the
Class A-5 Percentage and the Subordinate Percentage, in each case in effect on
such date.
CLASS A-5 PRINCIPAL DISTRIBUTION AMOUNT: For any Distribution Date, an
amount equal to the sum of (i) the Class A-5 Percentage of the Principal Payment
Amount (exclusive of the portion thereof attributable to principal distributions
to the Class P-L Certificates pursuant to clause (I)(i) of the definition of
"Mortgage Trust Certificate Distribution Amount,"), (ii) the Class A-5
Prepayment Percentage of the Principal Prepayment Amount (exclusive of the
portion thereof attributable to principal distributions to the Class P-L
Certificates pursuant to clause (I)(i) of the definition of "Mortgage Trust
Certificate Distribution Amount"), and (iii) the Class A-5 Liquidation Amount.
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CLASS A-5 TRIGGER DATE: The Distribution Date on which the Senior
Certificates (other than the Class A5-L, Class P-L and Class X-L Certificates)
are reduced to zero.
CLASS A-6 CERTIFICATES: The Certificates designated as "Class A-6" on the
face thereof in substantially the form attached hereto as Exhibit A-6.
CLASS A-7 CERTIFICATES: The Certificates designated as "Class A-7" on the
face thereof in substantially the form attached hereto as Exhibit A-7.
CLASS A-8 CERTIFICATES: The Certificates designated as "Class A-8" on the
face thereof in substantially the form attached hereto as Exhibit A-8.
CLASS A-8 NOTIONAL AMOUNT: With respect to any Distribution Date, the Class
A7-L Principal Balance for such Distribution Date prior to giving effect to any
distributions thereon or allocation of Realized Losses thereto on such
Distribution Date.
CLASS A-9 CERTIFICATES: The Certificates designated as "Class A-9" on the
face thereof in substantially the form attached hereto as Exhibit A-9.
CLASS A-10 CERTIFICATES: The Certificates designated as "Class A-10" on the
face thereof in substantially the form attached hereto as Exhibit A-10.
CLASS A-11 CERTIFICATES: The Certificates designated as "Class A-11" on the
face thereof in substantially the form attached hereto as Exhibit A-11.
CLASS A-11 NOTIONAL AMOUNT: With respect to any Distribution Date, the
Class A10-L Principal Balance for such Distribution Date prior to giving effect
to any distributions thereon or allocation of Realized Losses thereto on such
Distribution Date.
CLASS A-12 CERTIFICATES: The Certificates designated as "Class A-12" on the
face thereof in substantially the form attached hereto as Exhibit A-12.
CLASS A1-L CERTIFICATES: The Certificates designated as "Class A1-L" on the
face thereof in substantially the form attached hereto as Exhibit C-1.
CLASS A3-L CERTIFICATES: The Certificates designated as "Class A3-L" on the
face thereof in substantially the form attached hereto as Exhibit C-2.
CLASS A4-L CERTIFICATES: The Certificates designated as "Class A4-L" on the
face thereof in substantially the form attached hereto as Exhibit C-3.
CLASS A5-L CERTIFICATES: The Certificates designated as "Class A5-L" on the
face thereof in substantially the form attached hereto as Exhibit C-4.
CLASS A6-L CERTIFICATES: The Certificates designated as "Class A6-L" on
the face thereof in substantially the form attached hereto as Exhibit C-5.
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CLASS A7-L CERTIFICATES: The Certificates designated as "Class A7-L" on
the face thereof in substantially the form attached hereto as Exhibit C-6.
CLASS A9-L CERTIFICATES: The Certificates designated as "Class A9-L" on
the face thereof in substantially the form attached hereto as Exhibit C-7.
CLASS A10-L CERTIFICATES: The Certificates designated as "Class A10-L" on
the face thereof in substantially the form attached hereto as Exhibit C-8.
CLASS A12-L CERTIFICATES: The Certificates designated as "Class A12-L" on
the face thereof in substantially the form attached hereto as Exhibit C-9.
CLASS B CERTIFICATES: The Class B1-L, Class B2-L, Class B3-L, Class B4-L,
Class B5-L and Class B6-L Certificates, collectively.
CLASS B-1 CERTIFICATES: The Certificates designated as "Class B-1" on the
face thereof in substantially the form attached hereto as Exhibit A-15.
CLASS B-2 CERTIFICATES: The Certificates designated as "Class B-2" on the
face thereof in substantially the form attached hereto as Exhibit A-16.
CLASS B-3 CERTIFICATES: The Certificates designated as "Class B-3" on the
face thereof in substantially the form attached hereto as Exhibit A-17.
CLASS B-4 CERTIFICATES: The Certificates designated as "Class B-4" on the
face thereof in substantially the form attached hereto as Exhibit A-18.
CLASS B-5 CERTIFICATES: The Certificates designated as "Class B-5" on the
face thereof in substantially the form attached hereto as Exhibit A-19.
CLASS B-6 CERTIFICATES: The Certificates designated as "Class B-6" on the
face thereof in substantially the form attached hereto as Exhibit A-20.
CLASS B1-L CERTIFICATES: The Certificates designated as "Class B1-L" on the
face thereof in substantially the form attached hereto as Exhibit C-12.
CLASS B2-L CERTIFICATES: The Certificates designated as "Class B2-L" on the
face thereof in substantially the form attached hereto as Exhibit C-13.
CLASS B3-L CERTIFICATES: The Certificates designated as "Class B3-L" on the
face thereof in substantially the form attached hereto as Exhibit C-14.
CLASS B4-L CERTIFICATES: The Certificates designated as "Class B4-L" on the
face thereof in substantially the form attached hereto as Exhibit C-15.
CLASS B5-L CERTIFICATES: The Certificates designated as "Class B5-L" on the
face thereof in substantially the form attached hereto as Exhibit C-16.
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CLASS B6-L CERTIFICATES: The Certificates designated as "Class B6-L" on
the face thereof in substantially the form attached hereto as Exhibit C-17.
CLASS NOTIONAL AMOUNT: With respect to the Class X and Class X-L
Certificates, the Class X Notional Amount; with respect to the Class A-2
Certificates, the Class A-2 Notional Amount; with respect to the Class A-8
Certificates, the Class A-8 Notional Amount; and, with respect to the Class A-11
Certificates, the Class A-11 Notional Amount, as applicable.
CLASS P CERTIFICATES: The Certificates designated as "Class P" on the face
thereof in substantially the form attached hereto as Exhibit A-13.
CLASS P-L CERTIFICATES: The Certificates designated as "Class P-L" on the
face thereof in substantially the form attached hereto as Exhibit C-10.
CLASS P FRACTION: For each Class P Mortgage Loan, a fraction, the numerator
of which is 8.000% less the Pass-Through Rate on such Class P Mortgage Loan and
the denominator of which is 8.000%.
CLASS P MORTGAGE LOAN: Any Mortgage Loan with a Pass-Through Rate of less
than 8.000% per annum.
CLASS PRINCIPAL BALANCE: For any Class of Certificates, the applicable
Initial Class Principal Balance therefor set forth in the Preliminary Statement
hereto, corresponding to the rights of such Class in payments of principal due
to be passed through to Certificateholders from principal payments on the
Mortgage Loans or Mortgage Trust Certificates, as applicable, as reduced from
time to time by (x) distributions of principal to Certificateholders of such
Class and (y) the portion of Realized Losses allocated to the Class Principal
Balance of such Class pursuant to the definition of "Realized Loss" with respect
to a given Distribution Date. For any Distribution Date, the reduction of the
Class Principal Balance of any Class of Certificates pursuant to the definition
of "Realized Loss" shall be deemed effective prior to the determination and
distribution of principal on such Class pursuant to the definition of "Mortgage
Trust Certificate Distribution Amount" or "Certificate Trust Certificate
Distribution Amount," as applicable. Notwithstanding the foregoing, any amounts
distributed in respect of losses pursuant to paragraphs (I)(v) or (I)(vi) of the
definition of "Mortgage Trust Certificate Distribution Amount" shall not cause a
further reduction in the Class Principal Balance of the Class P-L or Class P
Certificates. The Class Principal Balance for the Class A-1 Certificates shall
be referred to as the "Class A-1 Principal Balance," the Class Principal Balance
for the Class A-2 Certificates shall be referred to as the "Class A-2 Principal
Balance" and so on. The Class A-2, Class A-8, Class A-11, Class X and Class X-L
Principal Balances shall be zero.
CLASS R CERTIFICATES: The Certificates designated as "Class R" on the face
thereof in substantially the form attached hereto as Exhibit B-2, which have
been designated as the single class of "residual interest" in the Certificate
Trust Fund pursuant to Section 2.05.
CLASS R-L CERTIFICATES: The Certificates designated as "Class R-L" on the
face thereof in substantially the form attached hereto as Exhibit C-18.
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CLASS R-1 CERTIFICATES: The Certificates designated as "Class R-1" on the
face thereof in substantially the form attached hereto as Exhibit B-1, which
have been designated as the single class of "residual interest" in the Mortgage
Trust Fund pursuant to Section 2.01.
CLASS X CERTIFICATES: The Certificates designated as "Class X" on the face
thereof in substantially the form attached hereto as Exhibit A-14.
CLASS X-L CERTIFICATES: The Certificates designated as "Class X-L" on the
face thereof in substantially the form attached hereto as Exhibit C-11.
CLASS X NOTIONAL AMOUNT: With respect to the Class X Certificates, the sum
of the Class X-L Notional Amount and the Class X-U Notional Amount; and with
respect to the Class X-L Certificates, the Class X-L Notional Amount.
CLASS X-L NOTIONAL AMOUNT: For any Distribution Date, the product of (x)
the aggregate scheduled principal balance, as of the second preceding Due Date
after giving effect to payments scheduled to be received as of such Due Date,
whether or not received, or with respect to the initial Distribution Date, as of
the Cut-Off Date, of the Premium Rate Mortgage Loans and (y) a fraction, the
numerator of which is the weighted average of the Stripped Interest Rates for
the Premium Rate Mortgage Loans as of such Due Date and the denominator of which
is 8.000%.
CLASS X-U NOTIONAL AMOUNT: For any Distribution Date, the product of (x)
the Class A3-L Principal Balance and (y) a fraction, the numerator of which is
equal to 0.750% and the denominator of which is 8.000%.
CLEARING AGENCY: An organization registered as a "clearing agency" pursuant
to Section 17A of the Securities Exchange Act of 1934, as amended, which
initially shall be DTC.
CLOSING DATE: November 26, 1996, which is the date of settlement of the
sale of the Certificates to the original purchasers thereof.
CODE: The Internal Revenue Code of 1986, as amended.
COMBINED PREPAYMENT PERCENTAGE: As of any Distribution Date, the excess of
100% over the Adjusted Senior Prepayment Percentage for such Distribution Date.
COMPANY: PNC Mortgage Securities Corp., a Delaware corporation, or its
successor-in-interest.
COMPENSATING INTEREST: For any Distribution Date, the lesser of (i) the sum
of (a) the aggregate Master Servicing Fee, (b) Payoff Earnings and (c) aggregate
Payoff Interest and (ii) aggregate Uncollected Interest.
COOPERATIVE: A private, cooperative housing corporation organized under the
laws of, and headquartered in, the State of New York which owns or leases land
and all or part of a building or buildings located in the State of New York,
including apartments, spaces used for commercial purposes and common areas
therein and whose board of directors authorizes, among other things, the sale of
Cooperative Stock.
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COOPERATIVE APARTMENT: A dwelling unit in a multi-dwelling building owned
or leased by a Cooperative, which unit the Mortgagor has an exclusive right to
occupy pursuant to the terms of a proprietary lease or occupancy agreement.
COOPERATIVE LEASE: With respect to a Cooperative Loan, the proprietary
lease or occupancy agreement with respect to the Cooperative Apartment occupied
by the Mortgagor and relating to the related Cooperative Stock, which lease or
agreement confers an exclusive right to the holder of such Cooperative Stock to
occupy such apartment.
COOPERATIVE LOANS: Any of the Mortgage Loans made in respect of a
Cooperative Apartment, evidenced by a Mortgage Note and secured by (i) a
Security Agreement, (ii) the related Cooperative Stock Certificate, (iii) an
assignment of the Cooperative Lease, (iv) financing statements and (v) a stock
power (or other similar instrument), and ancillary thereto, a recognition
agreement between the Cooperative and the originator of the Cooperative Loan,
each of which was transferred and assigned to the Trustee pursuant to Section
2.01 and are from time to time held as part of the Mortgage Trust Fund.
COOPERATIVE STOCK: With respect to a Cooperative Loan, the single
outstanding class of stock, partnership interest or other ownership instrument
in the related Cooperative.
COOPERATIVE STOCK CERTIFICATE: With respect to a Cooperative Loan, the
stock certificate or other instrument evidencing the related Cooperative Stock.
CORPORATE TRUST OFFICE: The corporate trust office of the Trustee in the
State of Minnesota, at which at any particular time its corporate trust business
with respect to this Agreement shall be administered, which office at the date
of the execution of this Agreement is located at 180 East 5th Street, SPFT0210,
St. Paul, MN 55101, Attention: Structured Finance.
CORRESPONDING CLASS: With respect to each of the Class A-1, Class A-3,
Class A-4, Class A-5, Class A-6, Class A-7, Class A-9, Class A-10, Class A-12,
Class P, Class X, Class B-1, Class B-2, Class B-3, Class B-4, Class B-5,
Class B-6 and Class R Certificates: the Class A1-L, Class A3-L, Class A4-L,
Class A5-L, Class A6-L, Class A7-L, Class A9-L, Class A10-L, Class A12-L Class
P-L, Class X-L, Class B1-L, Class B2-L, Class B3-L, Class B4-L, Class B5-L,
Class B6-L and Class R-L Certificates, respectively. With respect to each of the
Class A1-L, Class A3-L, Class A4-L, Class A5-L, Class A6-L, Class A7-L, Class
A9-L, Class A10-L, Class A12-L, Class P-L, Class X-L, Class B1-L, Class B2-L,
Class B3-L, Class B4-L, Class B5-L, Class B6-L and Class R-L Certificates: the
Class A-1, Class A-3, Class A-4, Class A-5, Class A-6, Class A-7, Class A-9,
Class A-10, Class A-12, Class P, Class X, Class B-1, Class B-2, Class B-3,
Class B-4, Class B-5, Class B-6 and Class R Certificates, respectively.
CREDIT SUPPORT DEPLETION DATE: The first Distribution Date on which the
aggregate Class Principal Balance of the Class B Certificates has been or will
be reduced to zero as a result of principal distributions thereon and the
allocation of Realized Losses on such Distribution Date.
CURTAILMENT: Any payment of principal on a Mortgage Loan, made by or on
behalf of the related Mortgagor, other than a Monthly Payment, a Prepaid Monthly
Payment or a Payoff, which is applied to reduce the outstanding Principal
Balance of the Mortgage Loan.
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CURTAILMENT SHORTFALL: With respect to any Curtailment applied with a
Monthly Payment other than a Prepaid Monthly Payment, an amount equal to one
month"s interest on such Curtailment at the applicable Pass-Through Rate on such
Mortgage Loan.
CUSTODIAL ACCOUNT FOR P&I: The Custodial Account for Principal and Interest
established and maintained by each Servicer pursuant to its Selling and
Servicing Contract and caused by the Master Servicer to be established and
maintained pursuant to Section 3.02 (a) with the corporate trust department of
the Trustee or another financial institution approved by the Master Servicer
such that the rights of the Master Servicer, the Trustee and the
Certificateholders thereto shall be fully protected against the claims of any
creditors of the applicable Servicer and of any creditors or depositors of the
institution in which such account is maintained, (b) within FDIC insured
accounts (or other accounts with comparable insurance coverage acceptable to the
Rating Agency) created, maintained and monitored by a Servicer or (c) in a
separate non-trust account without FDIC or other insurance in an Eligible
Institution. Any amount that is at any time not so protected or insured shall
promptly be withdrawn from such Custodial Account for P&I and be remitted to the
Investment Account.
CUSTODIAL ACCOUNT FOR RESERVES: The Custodial Account for Reserves
established and maintained by each Servicer pursuant to its Selling and
Servicing Contract and caused by the Master Servicer to be established and
maintained pursuant to Section 3.02 (a) with the corporate trust department of
the Trustee or another financial institution approved by the Master Servicer
such that the rights of the Master Servicer, the Trustee and the
Certificateholders thereto shall be fully protected against the claims of any
creditors of the applicable Servicer and of any creditors or depositors of the
institution in which such account is maintained, (b) within FDIC insured
accounts (or other accounts with comparable insurance coverage acceptable to the
Rating Agency) created, maintained and monitored by a Servicer or (c) in a
separate non-trust account without FDIC or other insurance in an Eligible
Institution.
CUSTODIAL AGREEMENT: The agreement, if any, among the Master Servicer, the
Trustee and a Custodian providing for the safekeeping of the Mortgage Files on
behalf of the Certificateholders.
CUSTODIAN: A custodian which is not an affiliate of the Master Servicer or
the Company and which is appointed pursuant to a Custodial Agreement. Any
Custodian so appointed shall act as agent on behalf of the Trustee, and shall be
compensated by the Trustee at no additional charge to the Master Servicer. The
Trustee shall remain at all times responsible under the terms of this Agreement,
notwithstanding the fact that certain duties have been assigned to a Custodian.
CUT-OFF DATE: November 1, 1996.
DCR: Duff & Phelps Credit Rating Co., provided that at any time it be a
Rating Agency.
DEFINITIVE CERTIFICATES: As defined in Section 5.07.
DEPOSITARY AGREEMENT: The Letter of Representations, dated November 26,
1996 by and among DTC, the Company and the Trustee.
DESTROYED MORTGAGE NOTE: A Mortgage Note the original of which was
permanently lost or destroyed and has not been replaced.
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DETERMINATION DATE: A day not later than the 10th day preceding a related
Distribution Date.
DISQUALIFIED ORGANIZATION: As defined in Section 5.01(b).
DISTRIBUTION DATE: With respect to distributions on the Certificate Trust
Certificates, the Mortgage Trust Certificates or the Residual Certificates, the
25th day (or, if such 25th day is not a Business Day, the Business Day
immediately succeeding such 25th day) of each month, with the first such date
being December 26, 1996.
DTC: The Depository Trust Company.
DTC PARTICIPANT: A broker, dealer, bank, other financial institution or
other Person for whom DTC effects book-entry transfers and pledges of securities
deposited with DTC.
DUE DATE: The first day of each calendar month, which is the day on which
the Monthly Payment for each Mortgage Loan is due.
ELIGIBLE INSTITUTION: An institution having (i) the highest short-term debt
rating, and one of the two highest long-term debt ratings of the Rating Agency,
(ii) with respect to any Custodial Account for P&I and special Custodial Account
for Reserves, an unsecured long-term debt rating of at least one of the two
highest unsecured long-term debt ratings of the Rating Agency, (iii) with
respect to any Buydown Fund Account or Custodial Account which also serves as a
Buydown Fund Account, the highest unsecured long-term debt rating by the Rating
Agency, or (iv) the approval of the Rating Agency. Such institution may be the
Servicer if the applicable Selling and Servicing Contract requires the Servicer
to provide the Master Servicer with written notice on the Business Day following
the date on which the Servicer determines that such Servicer"s short-term debt
and unsecured long-term debt ratings fail to meet the requirements of the prior
sentence.
ELIGIBLE INVESTMENTS: Any one or more of the obligations or securities
listed below in which funds deposited in the Reserve Fund, if any, the
Investment Account, the Certificate Account, the Custodial Account for P&I and
the Custodial Account for Reserves may be invested:
(i) Obligations of, or guaranteed as to principal and interest by,
the United States or any agency or instrumentality thereof when such
obligations are backed by the full faith and credit of the United States;
(ii) Repurchase agreements on obligations described in clause (i) of
this definition of "Eligible Investments," provided that the unsecured
obligations of the party agreeing to repurchase such obligations have at
the time the highest short term debt rating of the Rating Agency and
provided that such repurchaser"s unsecured long term debt has one of the
two highest unsecured long term debt ratings of the Rating Agency;
(iii) Federal funds, certificates of deposit, time deposits and
bankers" acceptances of any U.S. bank or trust company incorporated under
the laws of the United States or any state, provided that the debt
obligations of such bank or trust company at the date of acquisition
thereof have the highest short term debt rating of
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the Rating Agency and unsecured long term debt has one of the two highest
unsecured long term debt ratings of the Rating Agency;
(iv) Obligations of, or obligations guaranteed by, any state of the
United States or the District of Columbia, provided that such obligations
at the date of acquisition thereof shall have the highest long-term debt
ratings available for such securities from the Rating Agency;
(v) Commercial paper of any corporation incorporated under the laws of
the United States or any state thereof, which on the date of acquisition
has the highest commercial paper rating of the Rating Agency;
(vi) Securities (other than stripped bonds or stripped coupons)
bearing interest or sold at a discount that are issued by any corporation
incorporated under the laws of the United States or any state thereof and
have the highest long-term unsecured rating available for such securities
from the Rating Agency; provided, however, that securities issued by any
such corporation will not be investments to the extent that investment
therein would cause the outstanding principal amount of securities issued
by such corporation that are then held as part of the Investment Account or
the Certificate Account to exceed 20% of the aggregate principal amount of
all Eligible Investments then held in the Investment Account and the
Certificate Account;
(vii) Units of taxable money market funds, which funds have a Aaa
rating from Moody"s and the highest rating available for such securities
from DCR or which have been designated in writing by each such Rating
Agency as Eligible Investments; and
(viii) Such other instruments as shall not affect the Ratings.
In no event shall an instrument be an Eligible Investment if such
instrument (a) evidences a right to receive only interest payments with respect
to the obligations underlying such instrument or (b) has been purchased at a
price greater than the outstanding principal balance of such instrument.
ERISA: The Employee Retirement Income Security Act of 1974, as amended.
EVENT OF DEFAULT: Any event of default as specified in Section 7.01.
EXCESS LIQUIDATION PROCEEDS: With respect to any Distribution Date, the
excess, if any, of aggregate Liquidation Proceeds in the preceding month over
the amount that would have been received if a Payoff had been made on the last
day of such month with respect to each Mortgage Loan which became a Liquidated
Mortgage Loan during such month.
FDIC: Federal Deposit Insurance Corporation, or any successor thereto.
FHA: Federal Housing Administration, or any successor thereto.
FHLB: Federal Home Loan Bank of San Francisco, or any successor thereto.
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FHLMC: Federal Home Loan Mortgage Corporation, or any successor thereto.
FINAL MATURITY DATE: December 25, 2026.
FNMA: Federal National Mortgage Association, or any successor thereto.
FRAUD COVERAGE: During the period prior to the first anniversary of the
Cut-Off Date, the Fraud Coverage Initial Amount reduced by Fraud Losses
allocated to the Certificates; during the period from the first anniversary of
the Cut-Off Date to (but not including) the fifth anniversary of the Cut-Off
Date, the amount of the Fraud Coverage on the most recent previous anniversary
of the Cut-Off Date (calculated in accordance with the second sentence of this
definition) reduced by Fraud Losses allocated to the Certificates since such
anniversary; and during the period on and after the fifth anniversary of the
Cut-Off Date, Fraud Coverage will be zero. On each anniversary of the Cut-Off
Date, Fraud Coverage shall be reduced to the lesser of (i) on the first, second,
third, and fourth anniversaries of the Cut-Off Date, 1.0% of the aggregate
principal balance of the Mortgage Loans as of the Due Date in the preceding
month and (ii) the excess of the Fraud Coverage Initial Amount over cumulative
Fraud Losses allocated to the Certificates to date. Fraud Coverage may be
reduced upon written confirmation from the Rating Agency that such reduction
will not adversely affect the then current ratings assigned to the Certificates
by the Rating Agency.
FRAUD COVERAGE INITIAL AMOUNT: $3,483,868.
FRAUD LOSS: The occurrence of a loss on a Mortgage Loan arising from any
action, event or state of facts with respect to such Mortgage Loan which,
because it involved or arose out of any dishonest, fraudulent, criminal,
negligent or knowingly wrongful act, error or omission by the Mortgagor,
originator (or assignee thereof) of such Mortgage Loan, Lender, a Servicer or
the Master Servicer, would result in an exclusion from, denial of, or defense to
coverage which otherwise would be provided by a Primary Insurance Policy.
INDIRECT DTC PARTICIPANTS: Entities such as banks, brokers, dealers or
trust companies, that clear through or maintain a custodial relationship with a
DTC Participant, either directly or indirectly.
INSURANCE PROCEEDS: Amounts paid or payable by the insurer under any
Primary Insurance Policy or any other insurance policy (including any
replacement policy permitted under this Agreement) covering any Mortgage Loan or
Mortgaged Property, including, without limitation, any hazard insurance policy
required pursuant to Section 3.07, any title insurance policy required pursuant
to Section 2.03, and any FHA insurance policy or VA guaranty.
INTEREST DISTRIBUTION AMOUNT: On any Distribution Date, for any Class of
Mortgage Trust Certificates or the Class R-1 Certificates, the amount of
interest accrued on the respective Class Principal Balance or, with respect to
the Class X-L Certificates, the Class X-L Notional Amount, at 1/12th of the
related Remittance Rate: with respect to (i) the Class A1-L, Class A7-L and
Class A10-L Certificates, during the monthly period from the 25th day of the
month preceding such Distribution Date through the 24th day of the month of such
Distribution Date and (ii) any Class of Mortgage Trust Certificates or the Class
R-1 Certificates (other than the Class A1-L, Class A7-L and Class A10-L
Certificates), during the Prior Period, in each case before giving effect to
allocations of Realized Losses for the Prior Period or distributions to be made
on such
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Distribution Date, reduced by Uncompensated Interest Shortfall and the interest
portion of Realized Losses allocated to such Class pursuant to the definitions
of "Uncompensated Interest Shortfall" and "Realized Loss," respectively. The
Interest Distribution Amount for the Class P Certificates on any Distribution
Date shall equal zero.
INVESTMENT ACCOUNT: The commingled account (which shall be commingled only
with investment accounts related to series of pass-through certificates with a
class of certificates which has a rating equal to the highest of the Ratings of
the Certificate Trust Certificates) maintained by the Master Servicer in the
trust department of the Investment Depository pursuant to Section 3.03 and which
bears a designation acceptable to the Rating Agency.
INVESTMENT DEPOSITORY: Chemical Bank, New York, New York or another bank or
trust company designated from time to time by the Master Servicer. The
Investment Depository shall at all times be an Eligible Institution.
JUNIOR SUBORDINATE CERTIFICATES: The Class B-4, Class B-5 and Class B-6
Certificates, collectively.
LENDER: An institution from which the Company purchased any Mortgage Loan
pursuant to a Selling and Servicing Contract.
LIBOR: With respect to each Distribution Date, the London Interbank Offered
Rate for one-month United States dollar-denominated deposits determined by the
Master Servicer on the basis of quotations as of approximately 11:00 a.m.
(London time) appearing on the Telerate Page 3750 (as defined in the
International Swap Dealers Association Inc. Code of 1987 Interest Rate and
Currency Exchange Definitions) of the Reference Banks, as follows:
(A) in the event that fewer than two Reference Banks provide such
quotations, the higher of
(i) LIBOR as determined on the immediately preceding LIBOR
Determination Date (or, in the case of the first LIBOR Determination Date,
5.375%) and
(ii) the Reserve Rate. The "Reserve Rate" will be the rate per
annum (rounded upward, if necessary, to the nearest multiple of 1/16th of
1%) that the Master Servicer determines to be either
(x) the arithmetic mean of the offered quotations that the
leading banks in New York City selected by the Master Servicer in its
sole discretion are then quoting on the relevant LIBOR Determination
Date for one-month United States dollar deposits to the principal
London office of each of the Reference Banks or those of them (being
at least two in number) to which such offered quotations are, in the
opinion of the Master Servicer, being so made, or
(y) in the event that the Master Servicer can determine no such
arithmetic mean, the arithmetic mean of the offered quotations that
the leading banks in New York City selected by the Master Servicer in
its sole discretion are quoting on such LIBOR Determination Date to
leading European banks for one-month United States
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dollar deposits, provided, however, that if the banks selected by the
Master Servicer are not then so quoting, LIBOR shall be as determined
on the immediately preceding LIBOR Determination Date (or, in the case
of the first LIBOR Determination Date, 5.375%, as specified above);
(B) otherwise, the arithmetic mean (rounded upward, if necessary, to
the nearest multiple of 1/16th of 1%) of the offered quotations of the
Reference Banks on the applicable LIBOR Determination Date
the establishment of which, in each case, shall be final and binding upon the
Certificateholders in the absence of manifest error.
LIBOR DETERMINATION DATE: With respect to interest paid on any Distribution
Date, other than the first Distribution Date, the second day on which banks in
London and New York City are open for the transaction of international business
prior to the 25th day of the month preceding the Distribution Date.
LIQUIDATED MORTGAGE LOAN: A Mortgage Loan as to which the Master Servicer
or the applicable Servicer has determined in accordance with its customary
servicing practices that all amounts which it expects to recover from or on
account of such Mortgage Loan, whether from Insurance Proceeds, Liquidation
Proceeds or otherwise have been recovered. For purposes of this definition,
acquisition of a Mortgaged Property by the Trust Fund shall not constitute final
liquidation of the related Mortgage Loan.
LIQUIDATION PRINCIPAL: The principal portion of Liquidation Proceeds
received (exclusive of the portion thereof attributable to distributions to the
Class P-L Certificates pursuant to clause (I)(i) of the definition of "Mortgage
Trust Certificate Distribution Amount" herein) with respect to each Mortgage
Loan which became a Liquidated Mortgage Loan (but not in excess of the principal
balance thereof) during the Prior Period.
LIQUIDATION PROCEEDS: Amounts after deduction of amounts reimbursable under
Section 3.05(a)(i) and (ii) received and retained in connection with the
liquidation of defaulted Mortgage Loans, whether through foreclosure or
otherwise, other than Insurance Proceeds.
LOAN-TO-VALUE RATIO: The original principal amount of a Mortgage Loan
divided by the Original Value; however, references to "current Loan-to-Value
Ratio" shall mean the then current Principal Balance of a Mortgage Loan divided
by the Original Value.
MASTER SERVICER: The Company, or any successor Master Servicer appointed as
provided pursuant to Section 7.02, acting to service and administer the Mortgage
Loans pursuant to Section 3.01.
MASTER SERVICING FEE: The fee charged by the Master Servicer for
supervising the mortgage servicing and advancing certain expenses, equal to a
per annum rate set forth for each Mortgage Loan in Exhibit D on the outstanding
Principal Balance of such Mortgage Loan, payable monthly from the Certificate
Account.
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MONTHLY P&I ADVANCE: An advance of funds by the Master Servicer pursuant to
Section 4.03 or a Servicer pursuant to its Selling and Servicing Contract to
cover delinquent principal and interest installments.
MONTHLY PAYMENT: The scheduled payment of principal and interest on a
Mortgage Loan (including any amounts due from a Buydown Fund, if any) which is
due on the related Due Date for such Mortgage Loan.
MOODY"S: Moody"s Investors Service, provided that at any time it be a
Rating Agency.
MORTGAGE: The mortgage, deed of trust or other instrument securing a
Mortgage Note.
MORTGAGE FILE: The following documents or instruments with respect to each
Mortgage Loan transferred and assigned pursuant to Section 2.01, (X) with
respect to each Mortgage Loan that is not a Cooperative Loan:
(i) The original Mortgage Note endorsed to "First Bank National
Association, as Custodian/Trustee, without recourse" or to "First Bank
National Association, as trustee for the benefit of the Holders from time
to time of PNC Mortgage Securities Corp. Mortgage Pass-Through
Certificates, Series 1996-3, without recourse" and all intervening
endorsements evidencing a complete chain of endorsements from the
originator to the Trustee, or, in the event of any Destroyed Mortgage Note,
a copy or a duplicate original of the Mortgage Note, together with an
original lost note affidavit from the originator of the related Mortgage
Loan or the Company stating that the original Mortgage Note was lost,
misplaced or destroyed, together with a copy of the related Mortgage Note;
in the event the Mortgage Notes or the assignments referred to in Section
(iii)(2) of this definition of "Mortgage File" are endorsed in blank as of
the Closing Date, the Company shall, within 45 days of the Closing Date,
cause such Mortgage Notes or assignments to be endorsed or executed
pursuant to the terms set forth herein;
(ii) The Buydown Agreement, if applicable;
(iii) A Mortgage that is either
(1) the original recorded Mortgage with recording information
thereon for the jurisdiction in which the Mortgaged Property is
located, together with a Mortgage assignment thereof in recordable
form to "First Bank National Association, as Custodian/Trustee" or to
"First Bank National Association, as Trustee for the Holders of PNC
Mortgage Securities Corp. Mortgage Pass-Through Certificates, Series
1996-3" and all intervening assignments evidencing a complete chain of
assignment, from the originator to the name holder or the payee
endorsing the related Mortgage Note; or
(2) a copy of the Mortgage which represents a true and correct
reproduction of the original Mortgage and which has either been
certified (i) on the face thereof by the public recording office in
the appropriate jurisdiction in which the Mortgaged Property is
located, or (ii) by the originator or Lender as
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a true and correct copy the original of which has been sent for
recordation and an original Mortgage assignment thereof duly executed
and acknowledged in recordable form to "First Bank National
Association, as Custodian/Trustee" or to "First Bank National
Association, as Trustee for the Holders of PNC Mortgage Securities
Corp. Mortgage Pass-Through Certificates, Series 1996-3" and all
intervening assignments evidencing a complete chain of assignment from
the originator to the name holder or the payee endorsing the related
Mortgage Note;
(iv) A copy of (a) the title insurance policy, or (b) in lieu thereof,
a title insurance binder, a copy of an attorney"s title opinion,
certificate or other evidence of title acceptable to the Company;
(v) For any Mortgage Loan for which a Primary Insurance Policy is in
effect as of the Cut-Off Date, as shown on the Mortgage Loan Schedule, and
except for those Mortgage Loans identified in Exhibit N hereto, an original
commitment for, or certificate of, primary insurance issued by the
applicable insurer; and
(vi) For any Mortgage Loan that has been modified or amended, the
original instrument or instruments effecting such modification or
amendment.
and (Y) with respect to each Cooperative Loan:
(i) the original Mortgage Note endorsed to "First Bank National
Association, as Custodian/Trustee" or to "First Bank National Association,
as Trustee for the Holders of PNC Mortgage Securities Corp. Mortgage
Pass-Through Certificates, Series 1996-3" and all intervening endorsements
evidencing a complete chain of endorsements, from the originator to the
Trustee, or, in the event of any Destroyed Mortgage Note, a copy or a
duplicate original of the Mortgage Note, together with an original lost
note affidavit from the originator of the related Mortgage Loan or the
Company stating that the original Mortgage Note was lost, misplaced or
destroyed, together with a copy of the related Mortgage Note;
(ii) A counterpart of the Cooperative Lease and the Assignment of
Proprietary Lease to the originator of the Cooperative Loan with
intervening assignments showing an unbroken chain of title from such
originator to the Trustee;
(iii) The related Cooperative Stock Certificate, representing the
related Cooperative Stock pledged with respect to such Cooperative Loan,
together with an undated stock power (or other similar instrument) executed
in blank;
(iv) The original recognition agreement by the Cooperative of the
interests of the mortgagee with respect to the related Cooperative Loan;
(v) The Security Agreement;
(vi) Copies of the original UCC-1 financing statement, and any
continuation statements, filed by the originator of such Cooperative Loan
as secured party, each with evidence of
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recording thereof, evidencing the interest of the originator under the
Security Agreement and the Assignment of Proprietary Lease;
(vii) Copies of the filed UCC-3 assignments of the security interest
referenced in clause (vi) above showing an unbroken chain of title from the
originator to the Trustee, each with evidence of recording thereof,
evidencing the interest of the originator under the Security Agreement and
the Assignment of Proprietary Lease;
(viii) An executed assignment of the interest of the originator in the
Security Agreement, Assignment of Proprietary Lease and the recognition
agreement referenced in clause (iv) above, showing an unbroken chain of
title from the originator to the Trustee;
(ix) An executed UCC-1 financing statement showing the Company as
debtor and the Trustee as secured party, each in a form sufficient for
filing, evidencing the interest of such debtors in the Cooperative Loans;
and
(x) For any Cooperative Loan that has been modified or amended, the
original instrument or instruments effecting such modification or
amendment.
MORTGAGE INTEREST RATE: For any Mortgage Loan, the per annum rate at which
interest accrues on such Mortgage Loan pursuant to the terms of the related
Mortgage Note.
MORTGAGE LOAN SCHEDULE: The schedule, as amended from time to time, of
Mortgage Loans attached hereto as Exhibit D, which shall set forth as to each
Mortgage Loan the following, among other things:
(i) its loan number,
(ii) the address of the Mortgaged Property,
(iii) the name of the Mortgagor,
(iv) the Original Value of the property subject to the Mortgage,
(v) the Principal Balance as of the Cut-Off Date,
(vi) the Mortgage Interest Rate borne by the Mortgage Note,
(vii) whether a Primary Insurance Policy is in effect as of the
Cut-Off Date,
(viii) the maturity of the Mortgage Note, and
(ix) the Servicing Fee and Master Servicing Fee.
MORTGAGE LOANS: With respect to each Cooperative Loan, the related Mortgage
Note, Security Agreement, Assignment of Proprietary Lease, Cooperative Stock
Certificate and Cooperative Lease, and, with respect to each Mortgage Loan other
than a Cooperative Loan, the Mortgages and the related Mortgage Notes, each
transferred and assigned to the Trustee pursuant
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to the provisions hereof as from time to time are held as part of the Mortgage
Trust Fund, the Mortgage Loans so held being identified in the Mortgage Loan
Schedule.
MORTGAGE NOTE: The note or other evidence of indebtedness evidencing the
indebtedness of a Mortgagor under a Mortgage Loan.
MORTGAGE POOL: All of the Mortgage Loans.
MORTGAGE TRUST AVAILABLE DISTRIBUTION AMOUNT: On any Distribution Date, the
sum of the following amounts:
(1) the total amount of all cash received by or on behalf of the
Master Servicer with respect to the Mortgage Loans by the Determination
Date for such Distribution Date and not previously distributed (including
Monthly P&I Advances made by Servicers, proceeds of Liquidated Mortgage
Loans and scheduled amounts of distributions from Buydown Funds respecting
Buydown Loans, if any), except:
(a) all scheduled payments of principal and interest
collected but due on a date subsequent to the related Due Date;
(b) all Curtailments received after the Prior Period
(together with any interest payment received with such
prepayments to the extent that it represents the payment of
interest accrued on a related Mortgage Loan subsequent to the
Prior Period);
(c) all Payoffs received on or after the 15th day of the
month of any such Determination Date (together with any interest
payment received with such Payoffs to the extent that it
represents the payment of interest accrued on a related Mortgage
Loan subsequent to the Prior Period), and interest accrued during
the period from the 1st to the 14th day of the month of such
Determination Date and received with Payoffs received during such
period, which interest shall not be included in the calculation
of the Mortgage Trust Available Distribution Amount for any
Distribution Date;
(d) Insurance Proceeds and Liquidation Proceeds received
after the Prior Period;
(e) all amounts in the Certificate Account which are due and
reimbursable to a Servicer or the Master Servicer pursuant to the
terms of this Agreement;
(f) the sum of the Master Servicing Fee and the Servicing
Fee for each Mortgage Loan; and
(g) Excess Liquidation Proceeds;
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(2) the sum, to the extent not previously distributed, of the
following amounts, to the extent advanced or received, as applicable, by
the Master Servicer by the Distribution Date:
(a) any Monthly P&I Advance made by the Master Servicer to
the Trustee with respect to such Distribution Date; and
(b) Compensating Interest; and
(3) the total amount, to the extent not previously distributed, of all
cash received by the Distribution Date by the Trustee, in respect of a
Purchase Obligation under Section 2.02 and Section 2.03.
MORTGAGE TRUST CERTIFICATE DISTRIBUTION AMOUNT: (I) For any Distribution
Date prior to the Credit Support Depletion Date, the Mortgage Trust Available
Distribution Amount shall be distributed to the Mortgage Trust Certificates and
the Class R-1 Certificates in the following amounts and priority and to the
extent of the Mortgage Trust Available Distribution Amount:
(i) First, to the Class P-L Certificates, the aggregate for all Class
P Mortgage Loans of the product for each Class P Mortgage Loan of the
applicable Class P Fraction and the sum of (x) scheduled payments of
principal on such Class P Mortgage Loan due on or before the related Due
Date in respect of which no distribution has been made on any previous
Distribution Date and which were received by the Determination Date, or
which have been advanced as part of a Monthly P&I Advance with respect to
such Distribution Date, (y) the principal portion received in respect of
such Class P Mortgage Loan during the Prior Period of (1) Curtailments, (2)
Insurance Proceeds, (3) the amount, if any, of the Purchase Price pursuant
to a Purchase Obligation and (4) Liquidation Proceeds and (z) the principal
portion received in respect of such Class P Mortgage Loan during the Payoff
Period of Payoffs;
(ii) Second, to the Senior Certificates, concurrently, the sum of the
Interest Distribution Amounts for such Classes of Certificates remaining
unpaid from previous Distribution Dates, pro rata according to their
respective shares of such unpaid amounts;
(iii) Third, to the Senior Certificates, concurrently, the sum of the
Interest Distribution Amounts for such Classes of Certificates for the
current Distribution Date, pro rata according to their respective Interest
Distribution Amounts;
(iv) Fourth,
(a) to the Senior Certificates (other than the Class A5-L, Class
P-L and Class X-L Certificates), the Adjusted Senior Principal
Distribution Amount as follows:
(1) first, to the Class R-L Certificates and the Class R-1
Certificates until the Class R-L Principal Balance and Class R-1
Principal Balance have each been reduced to zero;
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(2) second, concurrently:
(A) 66.6666663873% of the Adjusted Senior Principal
Distribution Amount, sequentially as follows:
(I) 66.6666666667% and 33.3333333333% of such amount
concurrently to the Class A6-L and Class A7-L Certificates,
respectively, until the Class Principal Balances of the
Class A6-L and Class A7-L Certificates have been reduced to
zero; and
(II) to the Class A9-L Certificates, until the Class
Principal Balance of the Class A9-L Certificates has been
reduced to zero; and
(B) 4.0224440647% of the Adjusted Senior Principal
Distribution Amount to the Class A1-L Certificates until the
Class Principal Balance of the Class A1-L Certificates has been
reduced to zero;
(C) 29.3108895480% of the Adjusted Senior Principal
Distribution Amount sequentially as follows:
(I) to the Class A10-L Certificates, until the Class
Principal Balance of the Class A10-L Certificates has been
reduced to zero; and
(II) to the Class A12-L Certificates, until the Class
Principal Balance of the Class A12-L Certificates has been
reduced to zero;
(3) third, to the Class A3-L Certificates, until the Class
Principal Balance of the Class A3-L Certificates has been reduced
to zero; and
(4) fourth, to the Class A4-L Certificates, until the Class
Principal Balance of the Class A4-L Certificates has been reduced
to zero;
(b) to the Class A5-L Certificates, the Class A-5 Principal
Distribution Amount,
with the amounts described in clauses (iv)(a) and (iv)(b) of this
definition of "Mortgage Trust Certificate Distribution Amount" to be
distributed pro rata in proportion to the Adjusted Senior Principal
Distribution Amount and the Class A-5 Principal Distribution Amount in
the event the Mortgage Trust Available Distribution Amount is
insufficient to pay such amounts;
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(v) Fifth, for so long as the Class B Certificates are outstanding, to
the Class P-L Certificates, the amount payable to the Class P-L
Certificates on previous Distribution Dates pursuant to clause (I)(vi) of
this definition of "Mortgage Trust Certificate Distribution Amount" and
remaining unpaid from such previous Distribution Dates, to the extent of
amounts otherwise available to pay the Subordinate Principal Distribution
Amount (without regard to clause (B) thereof) on such Distribution Date;
(vi) Sixth, for so long as the Class B Certificates are outstanding,
to the Class P-L Certificates as principal, an amount equal to the Class P
Fraction of any Realized Loss on a Class P Mortgage Loan, to the extent of
amounts otherwise available to pay the Subordinate Principal Distribution
Amount (without regard to clause (B) thereof) on such Distribution Date,
other than a Special Hazard Loss, Fraud Loss or Bankruptcy Loss in excess
of the Special Hazard Coverage, Fraud Coverage or Bankruptcy Coverage, as
applicable (any amounts distributed in respect of losses pursuant to
paragraph (v) or this paragraph (vi) of this definition of "Mortgage Trust
Certificate Distribution Amount" shall not cause a further reduction in the
Class Principal Balance of the Class P-L or Class P Certificates);
(vii) Seventh, to the Class B1-L Certificates, the Interest
Distribution Amount for such Class of Certificates remaining unpaid from
previous Distribution Dates;
(viii) Eighth, to the Class B1-L Certificates, the Interest
Distribution Amount for such Class of Certificates for the current
Distribution Date;
(ix) Ninth, to the Class B1-L Certificates, the portion of the
Subordinate Principal Distribution Amount allocable to such Class of
Certificates pursuant to the definition of "Subordinate Principal
Distribution Amount" herein, until the Class B1-L Principal Balance has
been reduced to zero;
(x) Tenth, to the Class B2-L Certificates, the Interest Distribution
Amount for such Class of Certificates remaining unpaid from previous
Distribution Dates;
(xi) Eleventh, to the Class B2-L Certificates, the Interest
Distribution Amount for such Class of Certificates for the current
Distribution Date;
(xii) Twelfth, to the Class B2-L Certificates, the portion of the
Subordinate Principal Distribution Amount allocable to such Class of
Certificates pursuant to the definition of "Subordinate Principal
Distribution Amount" herein, until the Class B2-L Principal Balance has
been reduced to zero;
(xiii) Thirteenth, to the Class B3-L Certificates, the Interest
Distribution Amount for such Class of Certificates remaining unpaid from
previous Distribution Dates;
(xiv) Fourteenth, to the Class B3-L Certificates, the Interest
Distribution Amount for such Class of Certificates for the current
Distribution Date;
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(xv) Fifteenth, to the Class B3-L Certificates, the portion of the
Subordinate Principal Distribution Amount allocable to such Class of
Certificates pursuant to the definition of "Subordinate Principal
Distribution Amount" herein, until the Class B3-L Principal Balance has
been reduced to zero;
(xvi) Sixteenth, to the Class B4-L Certificates, the Interest
Distribution Amount for such Class of Certificates remaining unpaid from
previous Distribution Dates;
(xvii) Seventeenth, to the Class B4-L Certificates, the Interest
Distribution Amount for such Class of Certificates for the current
Distribution Date;
(xvii) Eighteenth, to the Class B4-L Certificates, the portion of the
Subordinate Principal Distribution Amount allocable to such Class of
Certificates pursuant to the definition of "Subordinate Principal
Distribution Amount" herein, until the Class B4-L Principal Balance has
been reduced to zero;
(xix) Nineteenth, to the Class B5-L Certificates, the Interest
Distribution Amount for such Class of Certificates remaining unpaid from
previous Distribution Dates;
(xx) Twentieth, to the Class B5-L Certificates, the Interest
Distribution Amount for such Class of Certificates for the current
Distribution Date;
(xxi) Twenty-first, to the Class B5-L Certificates, the portion of the
Subordinate Principal Distribution Amount allocable to such Class of
Certificates pursuant to the definition of "Subordinate Principal
Distribution Amount" herein, until the Class B5-L Principal Balance has
been reduced to zero; and
(xxii) Twenty-second, to the Class B6-L Certificates, the Interest
Distribution Amount for such Class of Certificates remaining unpaid from
previous Distribution Dates;
(xxiii) Twenty-third, to the Class B6-L Certificates, the Interest
Distribution Amount for such Class of Certificates for the current
Distribution Date;
(xxiv) Twenty-fourth, to the Class B6-L Certificates, the portion of
the Subordinate Principal Distribution Amount allocable to such Class of
Certificates pursuant to the definition of "Subordinate Principal
Distribution Amount" herein, until the Class B6-L Principal Balance has
been reduced to zero; and
(xxv) Twenty-fifth, to the Class R-1 Certificates, the Residual
Distribution Amount for such Distribution Date.
(II) For any Distribution Date on or after the Credit Support Depletion
Date, the Mortgage Trust Available Distribution Amount shall be distributed to
the outstanding Classes of Certificates in the following amounts and priority
and to the extent of the Mortgage Trust Available Distribution Amount:
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(i) First, to the Class P-L Certificates, principal in the amount that
would otherwise be distributed to such Class on such Distribution Date
pursuant to clause (I)(i) of this definition of "Mortgage Trust Certificate
Distribution Amount";
(ii) Second, to the Senior Certificates, the amount payable to each
such Class of Certificates on prior Distribution Dates pursuant to clause
(I)(iii) or (II)(iii) of this definition of "Mortgage Trust Certificate
Distribution Amount," and remaining unpaid, pro rata according to such
amount payable to the extent of amounts available;
(iii) Third, to the Senior Certificates, concurrently, the sum of the
Interest Distribution Amounts for such Classes of Certificates for the
current Distribution Date, pro rata according to their respective Interest
Distribution Amounts;
(iv) Fourth, to the Senior Certificates, the Mortgage Trust Available
Distribution Amount remaining after the distributions pursuant to clauses
(II)(i), (II)(ii) and (II)(iii) above, allocated pro rata according to
their respective Class Principal Balances until such Class Principal
Balances have been reduced to zero; and
(v) Fifth, to the Class R-1 Certificates, the Residual Distribution
Amount for such Distribution Date.
MORTGAGE TRUST CERTIFICATES: The Class A1-L, Class A3-L, Class A4-L,
Class A5-L, Class A6-L, Class A7-L, Class A9-L, Class A10-L, Class A12-L, Class
P-L, Class X-L, Class B1-L, Class B2-L, Class B3-L, Class B4-L, Class B5-L,
Class B6-L and Class R-L Certificates issued pursuant to this Agreement.
MORTGAGE TRUST FUND: The corpus of the trust created pursuant to Section
2.01 of this Agreement. The Mortgage Trust Fund consists of (i) the Mortgage
Loans and all rights pertaining thereto; (ii) such assets as from time to time
may be held by the Trustee (or its duly appointed agent) in the Certificate
Account or the Investment Account (except amounts representing the Master
Servicing Fee or the Servicing Fee); (iii) such assets as from time to time may
be held by Servicers in a Custodial Account for P&I related to the Mortgage
Loans (except amounts representing the Master Servicing Fee or the Servicing
Fee); (iv) property which secured a Mortgage Loan and which has been acquired by
foreclosure or deed in lieu of foreclosure or, in the case of a Cooperative
Loan, a similar form of conversion, after the Cut-Off Date; and (v) amounts paid
or payable by the insurer under any FHA insurance policy or any Primary
Insurance Policy and proceeds of any VA guaranty and any other insurance policy
related to any Mortgage Loan or the Mortgage Pool. The Reserve Fund shall not be
a part of the Mortgage Trust Fund.
MORTGAGED PROPERTY: With respect to any Mortgage Loan, other than a
Cooperative Loan, the real property, together with improvements thereto, and,
with respect to any Cooperative Loan, the related Cooperative Stock and
Cooperative Lease, securing the indebtedness of the Mortgagor under the related
Mortgage Loan.
MORTGAGOR: The obligor on a Mortgage Note.
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NONRECOVERABLE ADVANCE: Any advance which the Master Servicer shall
determine to be a Nonrecoverable Advance pursuant to Section 4.04 and which was,
or is proposed to be, made by (i) the Master Servicer or (ii) a Servicer
pursuant to its Selling and Servicing Contract.
NON-U.S. PERSON: A Person that is not a U.S. Person.
OTS: The Office of Thrift Supervision, or any successor thereto.
OFFICER"S CERTIFICATE: A certificate signed by the Chairman of the Board,
the President, a Vice President, or the Treasurer of the Master Servicer and
delivered to the Trustee.
OPINION OF COUNSEL: A written opinion of counsel, who shall be reasonably
acceptable to the Trustee and who may be counsel for the Company or the Master
Servicer.
ORIGINAL VALUE: With respect to any Mortgage Loan other than a Mortgage
Loan originated for the purpose of refinancing an existing mortgage debt, the
lesser of (a) the Appraised Value of the Mortgaged Property at the time the
Mortgage Loan was originated or (b) the purchase price paid for the Mortgaged
Property by the Mortgagor. With respect to a Mortgage Loan originated for the
purpose of refinancing existing mortgage debt, the Original Value shall be equal
to the Appraised Value of the Mortgaged Property at the time the Mortgage Loan
was originated.
OWNERSHIP INTEREST: As defined in Section 5.01(b).
PASS-THROUGH ENTITY: As defined in Section 5.01(b).
PASS-THROUGH RATE: For each Mortgage Loan, a rate equal to the Mortgage
Interest Rate for such Mortgage Loan less the applicable per annum percentage
rates related to each of the Servicing Fee and the Master Servicing Fee. For
each Mortgage Loan, any calculation of monthly interest at such rate shall be
based upon annual interest at such rate (computed on the basis of a 360-day year
of twelve 30-day months) on the unpaid Principal Balance of the related Mortgage
Loan divided by twelve, and any calculation of interest at such rate by reason
of a Payoff shall be based upon annual interest at such rate on the outstanding
Principal Balance of the related Mortgage Loan multiplied by a fraction, the
numerator of which is the number of days elapsed from the Due Date of the last
scheduled payment of principal and interest to, but not including, the date of
such Payoff, and the denominator of which is (a) for Payoffs received on a Due
Date, 360, and (b) for all other Payoffs, 365.
PAYING AGENT: Any paying agent appointed by the Trustee pursuant to Section
8.12.
PAYOFF: Any Mortgagor payment of principal on a Mortgage Loan equal to the
entire outstanding Principal Balance of such Mortgage Loan, if received in
advance of the last scheduled Due Date for such Mortgage Loan and accompanied by
an amount of interest equal to accrued unpaid interest on the Mortgage Loan to
the date of such payment-in-full.
PAYOFF EARNINGS: For any Distribution Date with respect to each Mortgage
Loan on which a Payoff was received by the Master Servicer during the Payoff
Period, the aggregate of the interest earned by the Master Servicer from
investment of each such Payoff from the date of
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receipt of such Payoff until the Business Day immediately preceding the related
Distribution Date (net of investment losses).
PAYOFF INTEREST: For any Distribution Date with respect to a Mortgage Loan
for which a Payoff was received on or after the first calendar day of the month
of such Distribution Date and before the 15th calendar day of such month, an
amount of interest thereon at the applicable Pass-Through Rate from the first
day of the month of distribution through the day of receipt thereof; to the
extent (together with Payoff Earnings and the aggregate Master Servicing Fee)
not required to be distributed as Compensating Interest on such Distribution
Date, Payoff Interest shall be payable to the Master Servicer as additional
servicing compensation.
PAYOFF PERIOD: With respect to the first Distribution Date, the period from
the Cut-Off Date through December 14, 1996, inclusive; and with respect to any
Distribution Date thereafter, the period from the 15th day of the Prior Period
through the 14th day of the month of such Distribution Date, inclusive.
PERCENTAGE INTEREST: (a) With respect to the right of each Certificate of a
particular Class in the distributions allocated to such Class, "Percentage
Interest" shall mean the percentage undivided beneficial ownership interest
evidenced by such Certificate of such Class, which percentage shall equal:
(i) with respect to any Certificate (other than the Residual, Class X,
Class X-L, Class A-2, Class A-8 and Class A-11 Certificates), its
Certificate Principal Balance divided by the applicable Class Principal
Balance;
(ii) with respect to the Class X, Class X-L, Class A-2, Class A-8 and
Class A-11 Certificates, the percentage resulting from the division of (a)
the portion of the respective Class Notional Amount as of the Cut-Off Date
evidenced by such Certificate, as set forth on the face of such Certificate
by (b) such respective Class Notional Amount as of the Cut-Off Date; and
(iii) with respect to the Residual Certificates, the percentage set
forth on the face of such Certificate.
(b) With respect to the rights of each Certificate in connection with
Sections 5.09, 7.01, 8.01(c), 8.02, 8.07, 10.01 and 10.03, "Percentage Interest"
shall mean the percentage undivided beneficial interest evidenced by such
Certificate in the Certificate Trust Fund, which for purposes of such rights
only shall equal:
(i) with respect to any Class of Certificate Trust Certificates (other
than the Class X, Class A-2, Class A-8 or Class A-11 Certificates), the
product of (x) ninety-six percent (96%) and (y) the percentage calculated
by dividing its Certificate Principal Balance by the Aggregate Certificate
Principal Balance of the Certificate Trust Certificates; PROVIDED, HOWEVER,
that the percentage in (x) above shall be increased by one percent (1%)
upon each retirement of the Class of Class X, Class A-2, Class A-8 and
Class A-11 Certificates.
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(ii) with respect to any Class X, Class A-2, Class A-8 or Class A-11
Certificate, one percent (1%) of such Certificate"s Percentage Interest as
calculated by paragraph (a)(ii) of this definition; and
(iii) with respect to the Class R Certificates, zero.
PERMITTED TRANSFEREE: With respect to the holding or ownership of any
Residual Certificate, any Person other than (i) the United States, a State or
any political subdivision thereof, or any agency or instrumentality of any of
the foregoing, (ii) a foreign government, International Organization or any
agency or instrumentality of either of the foregoing, (iii) an organization
(except certain farmers" cooperatives described in Code Section 521) which is
exempt from the taxes imposed by Chapter 1 of the Code (unless such organization
is subject to the tax imposed by Section 511 of the Code on unrelated business
taxable income), (iv) rural electric and telephone cooperatives described in
Code Section 1381(a)(2)(C), (v) any Person from whom the Trustee has not
received an affidavit to the effect that it is not a "disqualified organization"
within the meaning of Section 860E(e)(5) of the Code, and (vi) any other Person
so designated by the Company based upon an Opinion of Counsel that the transfer
of an Ownership Interest in a Residual Certificate to such Person may cause the
Mortgage Trust Fund or the Certificate Trust Fund, as applicable, to fail to
qualify as a REMIC at any time that the Certificates are outstanding. The terms
"United States," "State" and "International Organization" shall have the
meanings set forth in Code Section 7701 or successor provisions. A corporation
shall not be treated as an instrumentality of the United States or of any State
or political subdivision thereof if all of its activities are subject to tax,
and, with the exception of the FHLMC, a majority of its board of directors is
not selected by such governmental unit.
PERSON: Any individual, corporation, limited liability company,
partnership, joint venture, association, joint-stock company, trust,
unincorporated organization or government or any agency or political subdivision
thereof.
PREMIUM RATE MORTGAGE LOANS: The Mortgage Loans having Pass-Through Rates
in excess of 8.000% per annum.
PREPAID MONTHLY PAYMENT: Any Monthly Payment received prior to its
scheduled Due Date, which is intended to be applied to a Mortgage Loan on its
scheduled Due Date and held in the related Custodial Account for P&I until the
Withdrawal Date following its scheduled Due Date.
PRIMARY INSURANCE POLICY: A policy of mortgage guaranty insurance, if any,
on an individual Mortgage Loan, providing coverage as required by Section
2.03(xi).
PRINCIPAL BALANCE: At the time of any determination, the principal balance
of a Mortgage Loan remaining to be paid at the close of business on the Cut-Off
Date, after deduction of all principal payments due on or before the Cut-Off
Date and not paid, reduced by all amounts distributed or to be distributed to
Certificateholders through the Distribution Date in the month of determination
that are reported as allocable to principal of such Mortgage Loan.
In the case of a Substitute Mortgage Loan, "Principal Balance" shall mean,
at the time of any determination, the principal balance of such Substitute
Mortgage Loan transferred to the Mortgage Trust Fund on the date of
substitution, reduced by all amounts distributed or to be
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distributed to Certificateholders through the Distribution Date in the month of
determination that are reported as allocable to principal of such Substitute
Mortgage Loan.
The Principal Balance of a Mortgage Loan (including a Substitute Mortgage
Loan) shall not be adjusted solely by reason of any bankruptcy or similar
proceeding or any moratorium or similar waiver or grace period. Whenever a
Realized Loss has been incurred with respect to a Mortgage Loan during a
calendar month, the Principal Balance of such Mortgage Loan shall be reduced by
the amount of such Realized Loss as of the Distribution Date next following the
end of such calendar month after giving effect to the allocation of Realized
Losses and distributions of principal to the Certificates.
PRINCIPAL PAYMENT: Any payment of principal on a Mortgage Loan other than a
Principal Prepayment.
PRINCIPAL PAYMENT AMOUNT: On any Distribution Date, the sum of (i) the
scheduled principal payments on the Mortgage Loans due on the related Due Date,
(ii) the principal portion of repurchase proceeds received with respect to any
Mortgage Loan, which was repurchased by the Company pursuant to a Purchase
Obligation during the Prior Period, and (iii) any other unscheduled payments of
principal, other than Principal Prepayments or Liquidation Principal, which were
received during the Prior Period.
PRINCIPAL PREPAYMENT: Any payment of principal on a Mortgage Loan which
constitutes a Payoff or a Curtailment.
PRINCIPAL PREPAYMENT AMOUNT: On any Distribution Date, the sum of (i)
Curtailments received during the Prior Period and (ii) Payoffs received during
the Payoff Period.
PRIOR PERIOD: The calendar month immediately preceding any Distribution
Date.
PRO RATA ALLOCATION: The allocation of the interest and principal portions
of Realized Losses among or between specified Classes of Mortgage Trust
Certificates as follows: the principal portion of Realized Losses to the
outstanding Classes of Mortgage Trust Certificates, other than the Class P-L
Certificates, pro rata according to their respective Class Principal Balances,
except that if the loss is recognized with respect to a Class P Mortgage Loan,
the Class P Fraction of such loss will first be allocated to the Class P-L
Certificates and then the remainder of such loss will be allocated as described
above to the other outstanding Classes of Mortgage Trust Certificates; and for
the interest portion of Realized Losses, pro rata according to the amount of
interest accrued on each such Class of Mortgage Trust Certificates (other than
the Class P-L Certificates), in reduction thereof and then pro rata according to
the respective Class Principal Balances of each such Class of Mortgage Trust
Certificates, in reduction thereof. Any losses allocated among all Classes of
Mortgage Trust Certificates pursuant to this definition of "Pro Rata Allocation"
shall also be allocated to the Corresponding Class of Certificate Trust
Certificates in the same manner and amounts as they reduce such attributes of
the Corresponding Class of Mortgage Trust Certificates; PROVIDED, HOWEVER, that:
(i) the interest portion of such losses allocated to the Class A1-L
Certificates and applied to reduce the Interest Distribution Amount thereof
shall be allocated to the Class A-1 and Class A-2 Certificates in reduction
of the distribution to such Certificates pursuant
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to clause (i)(C) of the definition of "Certificate Trust Certificate
Distribution Amount," pro rata according to the allocation set forth in
such clause;
(ii) the interest portion of such losses allocated to the Class A7-L
Certificates and applied to reduce the Interest Distribution Amount thereof
shall be allocated to the Class A-7 and Class A-8 Certificates in reduction
of the distribution to such Certificates pursuant to clause (i)(E) of the
definition of "Certificate Trust Certificate Distribution Amount," pro rata
according to the allocation set forth in such clause;
(iii) the interest portion of such losses allocated to the Class A10-L
Certificates and applied to reduce the Interest Distribution Amount thereof
shall be allocated to the Class A-10 and Class A-11 Certificates in
reduction of the distribution to such Certificates pursuant to clause
(i)(G) of the definition of "Certificate Trust Certificate Distribution
Amount," pro rata according to the allocation set forth in such clause; and
(iv) the interest portion of such losses allocated to the Class A3-L
Certificates and applied to reduce the Interest Distribution Amount thereof
shall be allocated to the Class A-3 and Class X Certificates in reduction
of the distribution to such Certificates pursuant to clause (i)(I) of the
definition of "Certificate Trust Certificate Distribution Amount," pro rata
according to the allocation set forth in such clause.
PURCHASE OBLIGATION: An obligation of the Company to repurchase Mortgage
Loans under the circumstances and in the manner provided in Section 2.02 or
Section 2.03.
PURCHASE PRICE: With respect to any Mortgage Loan to be purchased pursuant
to a Purchase Obligation, an amount equal to the sum of the Principal Balance
thereof, and unpaid accrued interest thereon, if any, to the last day of the
calendar month in which the date of repurchase occurs at a rate equal to the
applicable Pass-Through Rate; provided, however, that no Mortgage Loan shall be
purchased or required to be purchased pursuant to Section 2.03, or more than two
years after the Closing Date under Section 2.02, unless (a) the Mortgage Loan to
be purchased is in default, or default is in the judgment of the Company
reasonably imminent, or (b) the Company, at its expense, delivers to the Trustee
an Opinion of Counsel to the effect that the purchase of such Mortgage Loan will
not give rise to a tax on a prohibited transaction, as defined in Section
860F(a) of the Code; provided, further, that in the case of clause (b) above,
the Company will use its reasonable efforts to obtain such Opinion of Counsel if
such opinion is obtainable.
QUALIFIED INSURER: A mortgage guaranty insurance company duly qualified as
such under the laws of the states in which the Mortgaged Properties are located
if such qualification is necessary to issue the applicable insurance policy or
bond, duly authorized and licensed in such states to transact the applicable
insurance business and to write the insurance provided by the Primary Insurance
Policies and approved as an insurer by FHLMC or FNMA and the Master Servicer. A
Qualified Insurer must have the rating required by the Rating Agency.
RATING AGENCY: Initially, each of Moody"s and DCR, thereafter, each
nationally recognized statistical rating organization that has rated the
Certificate Trust Certificates and the Residual Certificates at the request of
the Company, or their respective successors in interest.
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RATINGS: As of any date of determination, the ratings, if any, of the
Certificate Trust Certificates and the Residual Certificates as assigned by the
Rating Agency.
REALIZED LOSS: For any Distribution Date, with respect to any Mortgage Loan
which became a Liquidated Mortgage Loan during the related Prior Period, the sum
of (i) the principal balance of such Mortgage Loan remaining outstanding and the
principal portion of Nonrecoverable Advances actually reimbursed with respect to
such Mortgage Loan (the principal portion of such Realized Loss), and (ii) the
accrued interest on such Mortgage Loan remaining unpaid and the interest portion
of Nonrecoverable Advances actually reimbursed with respect to such Mortgage
Loan (the interest portion of such Realized Loss). For any Distribution Date,
with respect to any Mortgage Loan which is not a Liquidated Mortgage Loan, the
amount of the Bankruptcy Loss incurred with respect to such Mortgage Loan as of
the related Due Date.
Realized Losses, Special Hazard Losses, Fraud Losses and Bankruptcy Losses
allocated to any Class of Mortgage Trust Certificates shall also be allocated to
the Corresponding Class of Certificate Trust Certificates and applied to reduce
the Class Principal Balance for such Class of Certificate Trust Certificates in
the same manner and amounts as they reduce such attributes of the Corresponding
Class of Mortgage Trust Certificates; PROVIDED, HOWEVER, that the interest
portion of such losses allocated to the Class A1-L, Class A3-L, Class A7-L and
Class A10-L Certificates shall be allocated to the Class A-1, Class A-2, Class
A-3, Class A-7, Class A-8, Class A-10, Class A-11 and Class X Certificates in
accordance with the proviso contained in the definition of "Pro Rata Allocation"
herein.
Except for Special Hazard Losses in excess of Special Hazard Coverage,
Fraud Losses in excess of Fraud Coverage and Bankruptcy Losses in excess of
Bankruptcy Coverage, Realized Losses shall be allocated among the Certificates
(i) for Realized Losses allocable to principal (a) first, to the Class B6-L
Certificates, until the Class B6-L Principal Balance has been reduced to zero,
(b) second, to the Class B5-L Certificates, until the Class B5-L Principal
Balance has been reduced to zero, (c) third, to the Class B4-L Certificates,
until the Class B4-L Principal Balance has been reduced to zero, (d) fourth, to
the Class B3-L Certificates, until the Class B3-L Principal Balance has been
reduced to zero, (e) fifth, to the Class B2-L Certificates, until the Class B2-L
Principal Balance has been reduced to zero, (f) sixth, to the Class B1-L
Certificates, until the Class B1-L Principal Balance has been reduced to zero,
and (g) seventh, to the Senior Certificates pro rata to such Classes of Senior
Certificates (other than the Class P-L Certificates) according to their Class
Principal Balances in reduction of their respective Class Principal Balances;
PROVIDED, HOWEVER, that if the loss is recognized with respect to a Class P
Mortgage Loan, the Class P Fraction of such loss will first be allocated to the
Class P-L Certificates and the remainder of such loss will be allocated as
described above in this clause (i), and (ii) for Realized Losses allocable to
interest (a) first, to the Class B6-L Certificates, in reduction of accrued but
unpaid interest thereon and then in reduction of the Class B6-L Principal
Balance, (b) second, to the Class B5-L Certificates, in reduction of accrued but
unpaid interest thereon and then in reduction of the Class B5-L Principal
Balance, (c) third, to the Class B4-L Certificates, in reduction of accrued but
unpaid interest thereon and then in reduction of the Class B4-L Principal
Balance, (d) fourth, to the Class B3-L Certificates, in reduction of accrued but
unpaid interest thereon and then in reduction of the Class B3-L Principal
Balance, (e) fifth, to the Class B2-L Certificates, in reduction of accrued but
unpaid interest thereon and then in reduction of the Class B2-L Principal
Balance, (f) sixth, to the Class B1-L Certificates, in reduction of accrued but
unpaid interest thereon and
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then in reduction of the Class B1-L Principal Balance, and (g) seventh, to the
Senior Certificates (other than the Class P-L Certificates) by Pro Rata
Allocation.
Special Hazard Losses in excess of the Special Hazard Coverage, Fraud
Losses in excess of the Fraud Coverage, and Bankruptcy Losses in excess of the
Bankruptcy Coverage shall be allocated among all Classes of Certificates by Pro
Rata Allocation.
RECORD DATE: The last Business Day of the month immediately preceding the
month of the related Distribution Date.
REFERENCE BANKS: Barclays Bank PLC, Bankers Trust Company and The Bank of
Tokyo, Ltd. or, if any such bank shall cease to provide quotations for one-month
United States dollar-denominated deposits, any other leading bank with an
established place of business in London engaged in transactions in Eurodollar
deposits in the international Eurocurrency market not controlling, controlled by
or under common control with the Company, designated by the Company from time to
time for the purpose of providing quotations for one-month United States dollar-
denominated deposits.
REGULAR INTEREST CERTIFICATES: (i) with respect to the Mortgage Trust Fund,
the Mortgage Trust Certificates, and (ii) with respect to the Certificate Trust
Fund, the Certificate Trust Certificates.
REMIC: A real estate mortgage investment conduit, as such term is defined
in the Code.
REMIC PROVISIONS: Sections 860A through 860G of the Code, related Code
provisions and regulations promulgated thereunder, as the foregoing may be in
effect from time to time.
REMITTANCE RATE: For each Class of Certificates, the per annum rate set
forth as the Remittance Rate for such Class in the Preliminary Statement hereto.
RESERVE FUND: The separate trust account created and maintained by the
Master Servicer, with the Trustee, the Investment Depository or any other bank
or trust company acceptable to the Rating Agency which is incorporated under the
laws of the United States or any state thereof pursuant to Section 3.16, which
account shall bear a designation clearly indicating that the funds deposited
therein are held in trust for the benefit of the Trustee on behalf of the Class
A3-L Certificateholders or any other account serving a similar function
acceptable to the Rating Agency, and which account provides that the Trustee may
make, or cause to be made, Withdrawals, with respect to Uncompensated Interest
Shortfall allocable to the Class A3-L Certificates on the respective
Distribution Date, to the extent of the amount then remaining in the Reserve
Fund.
RESERVE FUND INITIAL AMOUNT: $12,500.
RESIDUAL CERTIFICATES: (i) with respect to the Mortgage Trust Fund, the
Class R-1 Certificates, which are being issued in a single class, and (ii) with
respect to the Certificate Trust Fund, the Class R Certificates, which are being
issued in a single class. The Class R and Class R-1 Certificates are hereby
designated the sole Class of "residual interests" in the REMIC related to the
Certificate Trust Fund and Mortgage Trust Fund, respectively, for purposes of
Section 860G(a)(2) of the Code.
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RESIDUAL DISTRIBUTION AMOUNT: On any Distribution Date, with respect to the
Class R-1 Certificates, any portion of the Mortgage Trust Available Distribution
Amount remaining after all distributions to the Mortgage Trust Certificates and
Class R-1 Certificates, or, with respect to the Class R Certificates, any
portion of the Certificate Trust Available Distribution Amount remaining after
all distributions to the Certificate Trust Certificates and Class R
Certificates. Upon termination of the obligations created by this Agreement and
the Mortgage Trust Fund and Certificate Trust Fund created hereby, the amounts
which remain on deposit in the Certificate Account with respect to the Class R-1
Certificates after payment to the Holders of the Mortgage Trust Certificates of
the amounts set forth in Section 9.01 of this Agreement, and subject to the
conditions set forth therein.
RESPONSIBLE OFFICER: When used with respect to the Trustee, any officer
assigned to and working in its Corporate Trust Department or similar group and
also, with respect to a particular matter, any other officer to whom such matter
is referred because of such officer"s knowledge of and familiarity with the
particular subject.
SECURITIES ACT: The Securities Act of 1933, as amended.
SECURITY AGREEMENT: With respect to a Cooperative Loan, the agreement
creating a security interest in favor of the originator of the Cooperative Loan
in the related Cooperative Stock.
SELLING AND SERVICING CONTRACT: (a) The contract (including the PNC
Mortgage Securities Corp. Selling Guide and PNC Mortgage Securities Corp.
Servicing Guide to the extent incorporated by reference therein) between the
Master Servicer and a Person relating to the sale of the Mortgage Loans to the
Company and the servicing of such Mortgage Loans, on behalf of the Master
Servicer for the benefit of the Certificateholders, which contract is
substantially in the form of Exhibit E hereto, as such contract may be amended
or modified; provided, however, that any such amendment or modification shall
not materially adversely affect the interests and rights of Certificateholders;
and (b) any other similar contract providing substantially similar rights and
benefits as those provided by the form of contract attached as Exhibit E hereto.
SENIOR CERTIFICATES: The Class A Certificates that are Mortgage Trust
Certificates, Class P-L, Class X-L, Class R-L and Class R-1 Certificates,
collectively.
SENIOR SUBORDINATE CERTIFICATES: The Class B1-L, Class B2-L and Class B3-L
Certificates, collectively.
SERVICER: A mortgage loan servicing institution to which the Master
Servicer has assigned servicing duties with respect to any Mortgage Loan under a
Selling and Servicing Contract; provided, however, the Master Servicer may
designate itself or one or more other mortgage loan servicing institutions as
Servicer upon termination of an initial Servicer"s servicing duties.
SERVICING FEE: For each Mortgage Loan, the fee paid to the Servicer thereof
to perform primary servicing functions for the Master Servicer with respect to
such Mortgage Loan, equal to the per annum rate set forth for each Mortgage Loan
in the Mortgage Loan Schedule on the outstanding Principal Balance of such
Mortgage Loan.
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SERVICING OFFICER: Any officer of the Master Servicer involved in, or
responsible for, the administration and servicing of the Mortgage Loans whose
name and specimen signature appear on a list of servicing officers furnished to
the Trustee by the Master Servicer, as such list may from time to time be
amended.
SPECIAL HAZARD COVERAGE: The Special Hazard Coverage Initial Amount less
the amount of any scheduled reduction in the amount of Special Hazard Coverage
as follows: on each anniversary of the Cut-Off Date, the Special Hazard Coverage
shall be reduced, but not increased, to an amount equal to the lesser of (1) the
greatest of (a) the aggregate principal balance of the Mortgage Loans located in
the single California zip code area containing the largest aggregate principal
balance of the Mortgage Loans, (b) 1% of the aggregate unpaid principal balance
of the Mortgage Loans and (c) twice the unpaid principal balance of the largest
single Mortgage Loan, in each case calculated as of the Due Date in the
immediately preceding month, and (2) the Special Hazard Coverage Initial Amount
as reduced by the Special Hazard Losses allocated to the Certificates since the
Cut-Off Date. Special Hazard Coverage may be reduced upon written confirmation
from the Rating Agency that such reduction will not adversely affect the then
current ratings assigned to the Certificates by the Rating Agency.
SPECIAL HAZARD COVERAGE INITIAL AMOUNT: $2,076,740.
SPECIAL HAZARD LOSS: The occurrence of any direct physical loss or damage
to a Mortgaged Property not covered by a standard hazard maintenance policy with
extended coverage which is caused by or results from any cause except: (i) fire,
lightning, windstorm, hail, explosion, riot, riot attending a strike, civil
commotion, vandalism, aircraft, vehicles, smoke, sprinkler leakage, except to
the extent of that portion of the loss which was uninsured because of the
application of a co-insurance clause of any insurance policy covering these
perils; (ii) normal wear and tear, gradual deterioration, inherent vice or
inadequate maintenance of all or part thereof; (iii) errors in design, faulty
workmanship or materials, unless the collapse of the property or a part thereof
ensues and then only for the ensuing loss; (iv) nuclear reaction or nuclear
radiation or radioactive contamination, all whether controlled or uncontrolled
and whether such loss be direct or indirect, proximate or remote or be in whole
or in part caused by, contributed to or aggravated by a peril covered by this
definition of Special Hazard Loss; (v) hostile or warlike action in time of
peace or war, including action in hindering, combating or defending against an
actual, impending or expected attack (a) by any government of sovereign power
(DE JURE or DE FACTO), or by an authority maintaining or using military, naval
or air forces, (b) by military, naval or air forces, or (c) by an agent of any
such government, power, authority or forces; (vi) any weapon of war employing
atomic fission or radioactive force whether in time of peace or war; (vii)
insurrection, rebellion, revolution, civil war, usurped power or action taken by
governmental authority in hindering, combating or defending against such
occurrence; or (viii) seizure or destruction under quarantine or customs
regulations, or confiscation by order of any government or public authority.
STEPDOWN PERCENTAGE: With respect to any Distribution Date, the percentage
referred to in the definition "Adjusted Senior Prepayment Percentage" (i.e.,
70%, 60%, 40% and 20%) as otherwise in effect for such Distribution Date without
giving effect to the loss and delinquency tests described in such definition.
STRIPPED INTEREST RATE: For each Mortgage Loan, the excess, if any, of the
Pass-Through Rate on such Mortgage Loan over 8.000%.
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SUBORDINATE CERTIFICATES: The Class B1-L, Class B2-L, Class B3-L, Class
B4-L, Class B5-L and Class B6-L Certificates, collectively.
SUBORDINATE LIQUIDATION AMOUNT: The excess, if any, of the aggregate of
Liquidation Principal for all Mortgage Loans which became Liquidated Mortgage
Loans during the Prior Period, over the sum of the related Adjusted Senior
Liquidation Amount and the Class A-5 Liquidation Amount for such Distribution
Date.
SUBORDINATE PERCENTAGE: On any Distribution Date, the excess of 100% over
the sum of the Adjusted Senior Percentage and the Class A-5 Percentage for such
Distribution Date.
SUBORDINATE PREPAYMENT PERCENTAGE: On any Distribution Date, the excess of
the Combined Prepayment Percentage over the Class A-5 Prepayment Percentage for
such Distribution Date.
SUBORDINATE PRINCIPAL DISTRIBUTION AMOUNT: On any Distribution Date, the
excess of (A) the sum of (a) the Subordinate Percentage of the Principal Payment
Amount (exclusive of the portion thereof attributable to principal distributions
to the Class P-L Certificates pursuant to clause (I)(i) of the definition of
"Mortgage Trust Certificate Distribution Amount"), (b) the Subordinate
Prepayment Percentage of the Principal Prepayment Amount (exclusive of the
portion thereof attributable to principal distributions to the Class P-L
Certificates pursuant to clause (I)(i) of the definition of "Mortgage Trust
Certificate Distribution Amount") and (c) the Subordinate Liquidation Amount
over (B) the amounts required to be distributed to the Class P-L Certificates
pursuant to clauses (I)(v) and (I)(vi) of the definition of "Mortgage Trust
Certificate Distribution Amount" on such Distribution Date. On any Distribution
Date, the Subordinate Principal Distribution Amount shall be allocated pro rata,
by Class Principal Balance, among the Classes of Subordinate Certificates and
paid in the order of distribution to such Classes pursuant to clause (I) in the
definition of "Mortgage Trust Certificate Distribution Amount" herein.
Notwithstanding the foregoing, on any Distribution Date prior to distributions
on such date, if the Subordination Level for any Class of Subordinate
Certificates is less than such percentage as of the Cut-Off Date, the pro rata
portion of the Subordinate Principal Distribution Amount otherwise allocable to
the Class or Classes junior to such Class will be distributed to the most senior
Class of the Subordinate Certificates for which the Subordination Level is less
than such percentage as of the Cut-Off Date, and to the Classes of Subordinate
Certificates senior thereto, pro rata according to the Class Principal Balances
of such Classes. For purposes of this definition and the definition of
"Subordination Level," the relative seniority, from highest to lowest, of the
Classes of Subordinate Certificates shall be as follows: Class B1-L, Class B2-L,
Class B3-L, Class B4-L, Class B5-L and Class B6-L.
SUBORDINATION LEVEL: On any specified date, with respect to any of the
Class B Certificates, the percentage obtained by dividing the sum of the Class
Principal Balances of the Classes of Mortgage Trust Certificates which are
subordinate in right of payment to such Class (provided that no Class of
Certificates shall be subordinate in right of payment to the Class B6-L
Certificates) by the aggregate of the Class Principal Balances of all Classes of
Mortgage Trust Certificates as of such date prior to giving effect to
distributions of principal or interest or allocations of Realized Losses on the
Mortgage Loans on such date.
SUBSTITUTE MORTGAGE LOAN: As defined in Section 2.02.
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TAX MATTERS PERSON: The Holder of the Class R-1 Certificate, with respect
to the Mortgage Trust Fund, and Class R Certificate, with respect to the
Certificate Trust Fund, in each case having an Authorized Denomination of 0.01%
or any Permitted Transferee of such Class R-1 or Class R Certificateholder. If
the Tax Matters Person for the Mortgage Trust Fund or the Certificate Trust Fund
becomes a Disqualified Organization, the last preceding Holder of such
Authorized Denomination of the Class R-1 and Class R Certificate, as applicable,
that is not a Disqualified Organization shall be Tax Matters Person for such
trust pursuant to Section 5.01(c). If any Person is appointed as tax matters
person by the Internal Revenue Service pursuant to the Code, such Person shall
be Tax Matters Person.
TERMINATION DATE: As defined in Section 9.01(b).
TERMINATION PAYMENT: As defined in Section 9.01(b).
TRANSFER: As defined in Section 5.01(b).
TRANSFEREE: As defined in Section 5.01(b).
TRANSFEREE AFFIDAVIT AND AGREEMENT: As defined in Section 5.01(c)(i)(B).
TRUSTEE: First Bank National Association, or its successor-in-interest as
provided in Section 8.09, or any successor trustee appointed as herein provided.
UNCOLLECTED INTEREST: With respect to any Distribution Date for any
Mortgage Loan on which a Payoff was made by a Mortgagor during the related
Payoff Period, except for Payoffs received during the period from the first
through the 14th day of the month of such Distribution Date, an amount equal to
one month"s interest at the applicable Pass-Through Rate on such Mortgage Loan
less the amount of interest actually paid by the Mortgagor with respect to such
Payoff.
UNCOMPENSATED INTEREST SHORTFALL: For any Distribution Date, the excess, if
any, of (i) the sum of (a) aggregate Uncollected Interest and (b) aggregate
Curtailment Shortfall over (ii) Compensating Interest, which excess shall be
allocated to each Class of Mortgage Trust Certificates pro rata according to the
amount of interest accrued thereon in reduction thereof.
UNDERWRITER: Donaldson, Lufkin & Jenrette Securities Corporation.
UNDERWRITING STANDARDS: The underwriting standards of the Company, Chase
Home Mortgage Corporation, Countrywide Funding Corporation or GMAC Mortgage
Corporation, as applicable.
UNINSURED CAUSE: Any cause of damage to a Mortgaged Property, the cost of
the complete restoration of which is not fully reimbursable under the hazard
insurance policies required to be maintained pursuant to Section 3.07.
U.S. PERSON: A citizen or resident of the United States, a corporation,
partnership or other entity created or organized in or under the laws of the
United States or any political subdivision
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thereof, or an estate or trust that is subject to U.S. federal income tax
regardless of the source of its income.
VA: The Department of Veterans Affairs, formerly known as the Veterans
Administration, or any successor thereto.
WITHDRAWAL: Any withdrawal from the Reserve Fund by the Trustee or any
duly authorized Paying Agent.
WITHDRAWAL DATE: Any day during the period commencing on the 18th day of
the month of the related Distribution Date (or if such day is not a Business
Day, the immediately preceding Business Day) and ending on the last Business Day
prior to the 21st day of the month of such Distribution Date.
ARTICLE II
CONVEYANCE OF THE TRUST FUNDS; REMIC ELECTION AND DESIGNATIONS;
ORIGINAL ISSUANCE OF CERTIFICATES
Section 2.01. CONVEYANCE OF THE MORTGAGE TRUST FUND; REMIC ELECTION AND
DESIGNATIONS.
Concurrently with the execution and delivery hereof, the Company does
hereby irrevocably sell, transfer, assign, set over and otherwise convey to the
Trustee, in trust for the benefit of the Holders of the Mortgage Trust
Certificates and the Class R-1 Certificates, without recourse, all the Company"s
right, title and interest in and to the Mortgage Trust Fund, including but not
limited to all scheduled payments of principal and interest due after the
Cut-Off Date and received by the Company with respect to the Mortgage Loans at
any time, and all Principal Prepayments received by the Company after the
Cut-Off Date (such transfer and assignment by the Company to be referred to
herein as the "Conveyance"). The Trustee hereby accepts the trust created hereby
and acknowledges that it holds the Mortgage Loans for the benefit of the Holders
of the Mortgage Trust Certificates and the Class R-1 Certificates issued
pursuant to this Agreement. It is the express intent of the parties hereto that
the Conveyance of the Mortgage Trust Fund to the Trustee by the Company as
provided in this Section 2.01 be, and be construed as, an absolute sale of the
Mortgage Trust Fund. It is, further, not the intention of the parties that such
Conveyance be deemed a pledge of the Mortgage Trust Fund by the Company to the
Trustee to secure a debt or other obligation of the Company. However, in the
event that, notwithstanding the intent of the parties, the Mortgage Trust Fund
is held to be the property of the Company, or if for any other reason this
Agreement is held or deemed to create a security interest in the Mortgage Trust
Fund, then
(a) this Agreement shall be deemed to be a security agreement;
(b) the Conveyance provided for in this Section 2.01 shall be deemed
to be a grant by the Company to the Trustee of a security interest in all
of the Company"s right, title, and interest, whether now owned or hereafter
acquired, in and to:
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(I) All accounts, contract rights, general intangibles, chattel
paper, instruments, documents, money, deposit accounts, certificates
of deposit, goods, letters of credit, advices of credit and
uncertificated securities consisting of, arising from or relating to
any of the property described in (x) and (y) below: (x) the Mortgage
Loans including the Mortgage Notes, related Mortgages, Cooperative
Stock Certificates, Cooperative Leases, and title, hazard and primary
mortgage insurance policies identified on the Mortgage Loan Schedule
as defined herein, including all Substitute Mortgage Loans, and all
distributions with respect thereto payable on and after the Cut-Off
Date; and (y) the Certificate Account, the Investment Account, the
Custodial Account for P&I and the Custodial Account for Reserves,
including all property therein and all income from the investment of
funds therein (including any accrued discount realized on liquidation
of any investment purchased at a discount);
(II) All accounts, contract rights, general intangibles, chattel
paper, instruments, documents, money, deposit accounts, certificates
of deposit, goods, letters of credit, advices of credit,
uncertificated securities, and other rights arising from or by virtue
of the disposition of, or collections with respect to, or insurance
proceeds payable with respect to, or claims against other persons with
respect to, all or any part of the collateral described in (I) above
(including any accrued discount realized on liquidation of any
investment purchased at a discount); and
(III) All cash and non-cash proceeds of the collateral described
in (I) and (II) above;
(c) the possession by the Trustee of the Mortgage Notes, the
Mortgages, the Security Agreements, Assignments of Proprietary Lease,
Cooperative Stock Certificates, Cooperative Leases and such other goods,
letters of credit, advices of credit, instruments, money, documents,
chattel paper or certificated securities shall be deemed to be "possession
by the secured party," or possession by a purchaser or a person designated
by him or her, for purposes of perfecting the security interest pursuant to
the Uniform Commercial Code (including, without limitation, Sections 9-305,
8-313 or 8-321 thereof) as in force in the relevant jurisdiction; and
(d) notifications to persons holding such property, and
acknowledgments, receipts or confirmations from persons holding such
property, shall be deemed to be notifications to, or acknowledgments,
receipts or confirmations from, financial intermediaries, bailees or agents
(as applicable) of the Trustee for the purpose of perfecting such security
interest under applicable law.
The Company and the Trustee at the direction of the Company shall, to the
extent consistent with this Agreement, take such actions as may be necessary to
ensure that, if this Agreement were deemed to create a security interest in the
Mortgage Trust Fund, such security interest would be deemed to be a perfected
security interest of first priority under applicable law and will be maintained
as such throughout the term of the Agreement. In connection herewith, the
Trustee shall have all of the rights and remedies of a secured party and
creditor under the Uniform Commercial Code as in force in the relevant
jurisdiction.
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In connection with the sale, transfer and assignment referred to in the
first paragraph of this Section 2.01, the Company, concurrently with the
execution and delivery hereof, does deliver to, and deposit with, or cause to be
delivered to and deposited with, the Trustee or Custodian the Mortgage Files.
Concurrently with the execution and delivery hereof, the Company shall
cause assignments of the Mortgage Loans to the Trustee to be recorded or filed,
except in states where, in the opinion of counsel admitted to practice in such
state acceptable to the Company, the Trustee and the Rating Agency submitted in
lieu of such recording or filing, such recording or filing is not required to
protect the Trustee"s interest in the Mortgage Loans against sale, further
assignments, satisfaction or discharge by the Lender, a Servicer, the Company or
the Master Servicer, and the Company shall cause to be filed the Form UCC-3
assignment and Form UCC-1 financing statement referred to in clause (Y)(vii) and
(ix), respectively, of the definition of "Mortgage File." In connection with its
servicing of Cooperative Loans, the Master Servicer will use its best efforts to
file timely continuation statements, if necessary, with regard to each financing
statement and assignment relating to Cooperative Loans.
In instances where the original recorded Mortgage or any intervening
assignment thereof (recorded or in recordable form) cannot be delivered by the
Company to the Trustee prior to or concurrently with the execution and delivery
hereof (due to a delay on the part of the recording office), the Company may, in
lieu of delivering such original documents, deliver to the Trustee a fully
legible reproduction of the original Mortgage or intervening assignment provided
that the related Lender or originator certifies on the face of such
reproduction(s) or copy as follows: "Certified true and correct copy of original
which has been transmitted for recordation." For purposes hereof, transmitted
for recordation means having been mailed or otherwise delivered for recordation
to the appropriate authority. In all such instances, the Company shall transmit
the original recorded Mortgage and any intervening assignments with evidence of
recording thereon (or a copy of such original Mortgage or intervening assignment
certified by the applicable recording office)(collectively, "Recording
Documents") to the Trustee within 270 days after the execution and delivery
hereof. In instances where, due to a delay on the part of the recording office
where any such Recording Documents have been delivered for recordation, the
Recording Documents cannot be delivered to the Trustee within 270 days after
execution and delivery hereof, the Company shall deliver to the Trustee within
such time period a certificate (a "Company Officer"s Certificate") signed by the
Chairman of the Board, President, any Vice President or Treasurer of the Company
stating the date by which the Company expects to receive such Recording
Documents from the applicable recording office. In the event that Recording
Documents have still not been received by the Company and delivered to the
Trustee by the date specified in its previous Company Officer"s Certificate
delivered to the Trustee, the Company shall deliver to the Trustee by such date
an additional Company Officer"s Certificate stating a revised date by which the
Company expects to receive the applicable Recording Documents. This procedure
shall be repeated until the Recording Documents have been received by the
Company and delivered to the Trustee.
In instances where, due to a delay on the part of the title insurer, a copy
of the title insurance policy for a particular Mortgage Loan cannot be delivered
to the Trustee prior to or concurrently with the execution and delivery hereof,
the Company shall provide a copy of such title insurance policy to the Trustee
within 90 days after the Company"s receipt of the Recording
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Documents necessary to issue such title insurance policy. In addition, the
Company shall provide to the Trustee upon request therefor a duplicate title
insurance policy for any Mortgage Loan.
For Mortgage Loans for which the Company has received a Payoff after the
Cut-Off Date and prior to the date of execution and delivery hereof, the
Company, in lieu of delivering the above documents, herewith delivers to the
Trustee a certification of a Servicing Officer of the nature set forth in
Section 3.10.
The Trustee is authorized, with the Master Servicer"s consent, to appoint
any bank or trust company approved by and unaffiliated with each of the Company
and the Master Servicer as Custodian of the documents or instruments referred to
above in this Section 2.01, and to enter into a Custodial Agreement for such
purpose, provided, however, that the Trustee shall be and remain liable for the
acts of any such Custodian only to the extent that it is responsible for its own
acts hereunder.
The Company and the Trustee agree that the Company, as agent for the Tax
Matters Person, shall, on behalf of the Mortgage Trust Fund, elect to treat the
Mortgage Trust Fund as a REMIC within the meaning of Section 860D of the Code
and, if necessary, under applicable state laws. Such election shall be included
in the Form 1066 and any appropriate state return to be filed on behalf of the
REMIC constituted by the Mortgage Trust Fund for its first taxable year.
The Closing Date is hereby designated as the "startup day" of the REMIC
constituted by the Mortgage Trust Fund within the meaning of Section 860G(a)(9)
of the Code.
The regular interests (as set forth in the table contained in the
Preliminary Statement hereto) relating to the Mortgage Trust Fund are hereby
designated as "regular interests" for purposes of Section 860G(a)(1) of the
Code. The Class R-1 Certificates are being issued in a single Class, which is
hereby designated as the sole class of "residual interest" in the Mortgage Trust
Fund for purposes of Section 860G(a)(2) of the Code.
The parties intend that the affairs of the Mortgage Trust Fund formed
hereunder shall constitute, and that the affairs of the Mortgage Trust Fund
shall be conducted so as to qualify the Mortgage Trust Fund as a REMIC. In
furtherance of such intention, the Company covenants and agrees that it shall
act as agent for the Tax Matters Person (and the Company is hereby appointed to
act as agent for such Tax Matters Person) on behalf of the Mortgage Trust Fund
and that in such capacity it shall: (a) prepare and file, or cause to be
prepared and filed, a federal tax return using a calendar year as the taxable
year for the Mortgage Trust Fund when and as required by the REMIC Provisions
and other applicable federal income tax laws; (b) make an election, on behalf of
the trust, for the Mortgage Trust Fund to be treated as a REMIC on the federal
tax return of the Mortgage Trust Fund for its first taxable year, in accordance
with the REMIC Provisions; (c) prepare and forward, or cause to be prepared and
forwarded, to the Holders of the Mortgage Trust Certificates and the Class R-1
Certificates, and the Trustee, all information reports as and when required to
be provided to them in accordance with the REMIC Provisions, and make available
the information necessary for the application of Section 860E(e) of the Code;
(d) conduct the affairs of the Mortgage Trust Fund at all times that any
Mortgage Trust Certificates are outstanding so as to maintain the status of the
Mortgage Trust Fund as a REMIC under the REMIC Provisions; (e) not knowingly or
intentionally take any action or omit to take any action that would cause the
termination of the REMIC status of the Mortgage Trust Fund; and (f) pay the
amount
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of any federal prohibited transaction penalty taxes imposed on the Mortgage
Trust Fund when and as the same shall be due and payable (but such obligation
shall not prevent the Company or any other appropriate person from contesting
any such tax in appropriate proceedings and shall not prevent the Company from
withholding payment of such tax, if permitted by law, pending the outcome of
such proceedings); provided, that the Company shall be entitled to be
indemnified by the Mortgage Trust Fund for any such prohibited transaction
penalty taxes if the Company"s failure to exercise reasonable care was not the
primary cause of the imposition of such prohibited transaction penalty taxes.
In the event that a Mortgage Loan is discovered to have a defect which, had
such defect been discovered before the startup day, would have prevented the
Mortgage Loan from being a "qualified mortgage" within the meaning of Section
860G(a)(3) of the Code, and the Company does not repurchase such Mortgage Loan
within 90 days of such date, the Master Servicer, on behalf of the Trustee,
shall within 90 days of the date such defect is discovered sell such Mortgage
Loan at such price as the Master Servicer in its sole discretion, determines to
be the greatest price that will result in the purchase thereof within 90 days of
such date, unless the Master Servicer delivers to the Trustee an Opinion of
Counsel to the effect that continuing to hold such Mortgage Loan will not
adversely affect the status of the electing portion of the Mortgage Trust Fund
as a REMIC for federal income tax purposes.
In the event that any tax is imposed on "prohibited transactions" of the
Mortgage Trust Fund as defined in Section 860F of the Code and not paid by the
Company pursuant to clause (f) of the second preceding paragraph, such tax shall
be charged against amounts otherwise distributable to the Class R-1
Certificateholders. Notwithstanding anything to the contrary contained herein,
the Trustee is hereby authorized to retain from amounts otherwise distributable
to the Class R-1 Certificateholders on any Distribution Date sufficient funds to
reimburse the Company in its capacity as agent for the Tax Matters Person for
the payment of such tax (upon the written request of the Company, to the extent
reimbursable, and to the extent that the Company has not been previously
reimbursed therefor).
Section 2.02. ACCEPTANCE BY TRUSTEE. The Trustee acknowledges receipt (or
with respect to any Mortgage Loan subject to a Custodial Agreement, receipt by
the Custodian thereunder) of the documents (or certified copies thereof as
specified in Section 2.01) referred to in Section 2.01 above, but without having
made the review required to be made within 45 days pursuant to this Section
2.02, and declares that as of the Closing Date it holds and will hold such
documents and the other documents constituting a part of the Mortgage Files
delivered to it, and the Mortgage Trust Fund, as Trustee in trust, upon the
trusts herein set forth, for the use and benefit of the Holders from time to
time of the Mortgage Trust Certificates and Class R-1 Certificates. The Trustee
agrees, for the benefit of the Holders of the Mortgage Trust Certificates and
the Class R-1 Certificates, to review or cause the Custodian to review each
Mortgage File within 45 days after the Closing Date and deliver to the Company a
certification in the form attached as Exhibit M hereto, to the effect that all
documents required (in the case of instruments described in clauses (X)(vi) and
(Y)(x) of the definition of "Mortgage File," known by the Trustee to be
required) pursuant to the third paragraph of Section 2.01 have been executed and
received, and that such documents relate to the Mortgage Loans identified in the
Mortgage Loan Schedule. In performing such review, the Trustee may rely upon the
purported genuineness and due execution of any such document, and on the
purported genuineness of any signature thereon. The Trustee shall not be
required to make any independent examination of any documents contained in each
Mortgage File
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beyond the review specifically required herein. The Trustee makes no
representations as to: (i) the validity, legality, enforceability or genuineness
of any of the Mortgage Loans identified on the Mortgage Loan Schedule, or (ii)
the collectability, insurability, effectiveness or suitability of any Mortgage
Loan. If the Trustee finds any document or documents constituting a part of a
Mortgage File not to have been executed or received, or to be unrelated to the
Mortgage Loans identified in the Mortgage Loan Schedule, the Trustee shall
promptly so notify the Company. The Company hereby covenants and agrees that, if
any such defect cannot be corrected or cured, the Company shall, not later than
60 days after the Trustee"s notice to it respecting such defect, within the
three-month period commencing on the Closing Date (or within the two-year period
commencing on the Closing Date if the related Mortgage Loan is a "defective
obligation" within the meaning of Section 860G(a)(4)(B)(ii) of the Code and
Treasury Regulation Section 1.860G-2(f)), either (i) repurchase the related
Mortgage Loan from the Trustee at the Purchase Price, or (ii) substitute for any
Mortgage Loan to which such defect relates a different mortgage loan (a
"Substitute Mortgage Loan") which is a "qualified replacement mortgage" (as
defined in the Code) and, (iii) after such three-month or two-year period, as
applicable, the Company shall repurchase the Mortgage Loan from the Trustee at
the Purchase Price but only if the Mortgage Loan is in default or default is, in
the judgment of the Company, reasonably imminent. If such defect would cause the
Mortgage Loan to be other than a "qualified mortgage" (as defined in the Code),
then notwithstanding the previous sentence, repurchase or substitution must
occur within the sooner of (i) 90 days from the date the defect was discovered
or (ii) two years from the Closing Date.
Such Substitute Mortgage Loan shall mature no later than, and not more than
two years earlier than, have a principal balance and Loan-to-Value Ratio equal
to or less than, and have a Pass-Through Rate on the date of substitution equal
to or no more than 1% greater than the Mortgage Loan being substituted for. If
the aggregate of the principal balances of the Substitute Mortgage Loans
substituted for a Mortgage Loan is less than the Principal Balance of such
Mortgage Loan, the Company shall pay the difference in cash to the Trustee for
deposit into the Certificate Account, and such payment by the Company shall be
treated in the same manner as proceeds of the repurchase by the Company of a
Mortgage Loan pursuant to this Section 2.02. Furthermore, such Substitute
Mortgage Loan shall otherwise have such characteristics so that the
representations and warranties of the Company set forth in Section 2.03 hereof
would not have been incorrect had such Substitute Mortgage Loan originally been
a Mortgage Loan. A Substitute Mortgage Loan may be substituted for a defective
Mortgage Loan whether or not such defective Mortgage Loan is itself a Substitute
Mortgage Loan.
The Purchase Price for each repurchased Mortgage Loan shall be deposited by
the Company in the Certificate Account and, upon receipt by the Trustee of
written notification of such deposit signed by a Servicing Officer, the Trustee
shall release to the Company the related Mortgage File and shall execute and
deliver such instruments of transfer or assignment, in each case without
recourse, as shall be necessary to vest in the Company or its designee or
assignee title to any Mortgage Loan released pursuant hereto. The obligation of
the Company to repurchase or substitute any Mortgage Loan as to which such a
defect in a constituent document exists shall constitute the sole remedy
respecting such defect available to the Mortgage Trust Certificateholders or the
Class R-1 Certificateholders or the Trustee on behalf of the Mortgage Trust
Certificateholders or the Class R-1 Certificateholders.
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Section 2.03. REPRESENTATIONS AND WARRANTIES OF THE COMPANY CONCERNING THE
MORTGAGE LOANS. The Company hereby represents and warrants to the Trustee that:
(i) The information set forth in the Mortgage Loan Schedule was
true and correct in all material respects at the date or dates
respecting which such information is furnished;
(ii) As of the Closing Date, other than with respect to
Cooperative Loans, each Mortgage is a valid and enforceable (subject
to Section 2.03(xvi)) first lien on an unencumbered estate in fee
simple in the related Mortgaged Property subject only to (a) liens for
current real property taxes and special assessments; (b) covenants,
conditions and restrictions, rights of way, easements and other
matters of public record as of the date of recording such Mortgage,
such exceptions appearing of record being acceptable to mortgage
lending institutions generally or specifically reflected in the
appraisal obtained in connection with the origination of the Mortgage
Loan; (c) exceptions set forth in the title insurance policy relating
to such Mortgage, such exceptions being acceptable to mortgage lending
institutions generally; and (d) other matters to which like properties
are commonly subject which do not materially interfere with the
benefits of the security intended to be provided by the Mortgage;
(iii) As of the Closing Date, the Company had good title to, and
was the sole owner of, each Mortgage Loan free and clear of any
encumbrance or lien, and immediately upon the transfer and assignment
herein contemplated, the Trustee shall have good title to, and will be
the sole legal owner of, each Mortgage Loan, free and clear of any
encumbrance or lien (other than any lien under this Agreement);
(iv) As of the day prior to the Cut-Off Date, all payments due on
each Mortgage Loan had been made and no Mortgage Loan had been
delinquent (I.E., was more than 30 days past due) more than once in
the preceding 12 months and any such delinquency lasted for no more
than 30 days;
(v) As of the Closing Date, there is no late assessment for
delinquent taxes outstanding against any Mortgaged Property;
(vi) As of the Closing Date, there is no offset, defense or
counterclaim to any Mortgage Note, including the obligation of the
Mortgagor to pay the unpaid principal or interest on such Mortgage
Note except to the extent that the Buydown Agreement for a Buydown
Loan forgives certain indebtedness of a Mortgagor;
(vii) As of the Closing Date, each Mortgaged Property is free of
damage and in good repair, ordinary wear and tear excepted;
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(viii) Each Mortgage Loan at the time it was made complied with
all applicable state and federal laws, including, without limitation,
usury, equal credit opportunity, disclosure and recording laws;
(ix) Each Mortgage Loan was originated by a savings association,
savings bank, credit union, insurance company, or similar institution
which is supervised and examined by a federal or state authority or by
a mortgagee approved by the FHA and will be serviced by an institution
which meets the servicer eligibility requirements established by the
Company;
(x) As of the Closing Date, each Mortgage Loan (except the
Cooperative Loans) is covered by an ALTA form or CLTA form of
mortgagee title insurance policy or other form of policy of insurance
which, as of the Closing Date, is acceptable to FNMA or FHLMC, and has
been issued by, and is the valid and binding obligation of, a title
insurer acceptable to FNMA or FHLMC and qualified to do business in
the state in which the related Mortgaged Property is located. Such
policy insures the originator of the Mortgage Loan, its successors and
assigns as to the first priority lien of the Mortgage in the original
principal amount of the Mortgage Loan subject to the exceptions set
forth in such policy. Such policy is in full force and effect and will
be in full force and effect and inure to the benefit of the Mortgage
Trust Certificateholders and Class R-1 Certificateholders upon the
consummation of the transactions contemplated by this Agreement and no
claims have been made under such policy, and no prior holder of the
related Mortgage, including the Company, has done, by act or omission,
anything which would impair the coverage of such policy;
(xi) As of the Closing Date, each Mortgage Loan which had a
Loan-to-Value Ratio at the time of the origination of the Mortgage
Loan in excess of 80% was covered by a Primary Insurance Policy or an
FHA insurance policy or a VA guaranty, and such policy or guaranty is
valid and remains in full force and effect, except for any Mortgage
Loan for which the outstanding Principal Balance thereof at any time
subsequent to origination was 80% or less of the then current value of
the related Mortgaged Property (as determined by an appraisal obtained
subsequent to origination);
(xii) As of the Closing Date, all policies of insurance required
by this Agreement or by a Selling and Servicing Contract have been
validly issued and remain in full force and effect, including such
policies covering the Company or any Servicer;
(xiii) As of the Closing Date, each insurer issuing a Primary
Insurance Policy holds a rating acceptable to the Rating Agency;
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(xiv) Each Mortgage was documented by appropriate FNMA/FHLMC
mortgage instruments in effect at the time of origination, or other
instruments approved by the Company;
(xv) As of the Closing Date, other than with respect to a
Cooperative Loan, the Mortgaged Property securing each Mortgage is
improved with a one- to four-family dwelling unit, including units in
a duplex, condominium project, townhouse, a planned unit development
or a de minimis planned unit development;
(xvi) As of the Closing Date, each Mortgage and Mortgage Note is
the legal, valid and binding obligation of the maker thereof and is
enforceable in accordance with its terms, except only as such
enforcement may be limited by laws affecting the enforcement of
creditors" rights generally and principles of equity;
(xvii) As of the date of origination, as to Mortgaged Properties
which are units in condominiums or planned unit developments, all of
such units met FNMA or FHLMC requirements, are located in a
condominium or planned unit development projects which have received
FNMA or FHLMC approval, or are approvable by FNMA or FHLMC;
(xviii) Three of the Mortgage Loans are Buydown Loans;
(xix) As of the Cut-Off Date, all but approximately 2.8% (by
Principal Balance) of the Mortgage Loans will be secured by
owner-occupied Mortgaged Properties which are the primary residences
of the related Mortgagors, based solely on representations of the
Mortgagors obtained at the origination of the related Mortgage Loans
and approximately 2.8% (by Principal Balance) of the Mortgage Loans
will be secured by owner-occupied Mortgaged Properties which were
second or vacation homes of the Mortgagors, based solely on such
representations, and none of the Mortgage Loans will be secured by
Mortgaged Properties which were investor properties of the related
Mortgagors, based solely on such representations;
(xx) Prior to origination or refinancing, an appraisal of each
Mortgaged Property was made by an appraiser on a form satisfactory to
FNMA or FHLMC;
(xxi) The Mortgage Loans have been underwritten substantially in
accordance with the applicable Underwriting Standards;
(xxii) The information in the Current Report on Form 8-K prepared
by the Company in connection with the Mortgage Loans is correct in
every material respect;
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(xxiii) All of the Mortgage Loans have due-on-sale clauses; by
the terms of the Mortgage Notes, however, the due on sale provisions
may not be exercised at the time of a transfer if prohibited by law;
(xxiv) The Company used no adverse selection procedures in
selecting the Mortgage Loans from among the outstanding fixed-rate
conventional mortgage loans purchased by it which were available for
inclusion in the Mortgage Pool and as to which the representations and
warranties in this Section 2.03 could be made;
(xxv) With respect to a Mortgage Loan that is a Cooperative Loan,
the Cooperative Stock that is pledged as security for the Mortgage
Loan is held by a person as a tenant-stockholder (as defined in
Section 216 of the Code) in a cooperative housing corporation (as
defined in Section 216 of the Code);
(xxvi) Each Cooperative Loan is secured by a valid, subsisting
and enforceable perfected first lien and security interest in the
related Cooperative Stock securing the related Mortgage Note, subject
only to (a) liens of the Cooperative for unpaid assessments
representing the Mortgagor"s pro rata share of the Cooperative"s
payments for its blanket mortgage, current and future real property
taxes, insurance premiums, maintenance fees and other assessments to
which like collateral is commonly subject, and (b) other matters to
which like collateral is commonly subject which do not materially
interfere with the benefits of the security intended to be provided by
the Security Agreement; and
(xxvii) With respect to any Mortgage Loan as to which an
affidavit has been delivered to the Trustee certifying that the
original Mortgage Note is a Destroyed Mortgage Note, if such Mortgage
Loan is subsequently in default, the enforcement of such Mortgage Loan
or of the related Mortgage by or on behalf of the Trustee will not be
materially adversely affected by the absence of the original Mortgage
Note.
It is understood and agreed that the representations and warranties set
forth in this Section 2.03 shall survive delivery of the respective Mortgage
Files to the Trustee or the Custodian, as the case may be, and shall continue
throughout the term of this Agreement. Upon discovery by any of the Company, the
Master Servicer, the Trustee or the Custodian of a breach of any of the
foregoing representations and warranties which materially and adversely affects
the interests of the Certificateholders in the related Mortgage Loans, the
Company, the Master Servicer, the Trustee or the Custodian, as the case may be,
discovering such breach shall give prompt written notice to the others. Within
90 days of its discovery or its receipt of notice of breach, the Company shall
repurchase, subject to the limitations set forth in the definition of "Purchase
Price," or substitute for the affected Mortgage Loan or Mortgage Loans or any
property acquired in respect thereof from the Trustee, unless it has cured such
breach in all material respects. After the end of the three-month period
beginning on the "start-up day," any such
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substitution shall be made only if the Company provides to the Trustee an
Opinion of Counsel reasonably satisfactory to the Trustee that each Substitute
Mortgage Loan will be a "qualified replacement mortgage" within the meaning of
Section 860G(a)(4) of the Code. Such substitution shall be made in the manner
and within the time limits set forth in Section 2.02. Any such repurchase by the
Company shall be accomplished in the manner and at the Purchase Price, if
applicable, but shall not be subject to the time limits, set forth in Section
2.02. It is understood and agreed that the obligation of the Company to provide
such substitution or to make such repurchase of any affected Mortgage Loan or
Mortgage Loans or any property acquired in respect thereof as to which a breach
has occurred and is continuing shall constitute the sole remedy respecting such
breach available to the Mortgage Trust Certificateholders, the Class R-1
Certificateholders or the Trustee on behalf of the Mortgage Trust
Certificateholders and the Class R-1 Certificateholders.
Section 2.04. AUTHENTICATION OF THE MORTGAGE TRUST CERTIFICATES AND THE
CLASS R-1 CERTIFICATES. The Trustee acknowledges the transfer and assignment to
it of the property constituting the Mortgage Trust Fund, but without having made
the review required to be made within 45 days pursuant to Section 2.02, and, as
of the Closing Date, shall cause to be authenticated and delivered to or upon
the order of the Company, in exchange for the property constituting the Mortgage
Trust Fund, the Mortgage Trust Certificates and the Class R-1 Certificates in
Authorized Denominations evidencing the entire beneficial ownership interest in
the Mortgage Trust Fund and relating to the Mortgage Loans.
Section 2.05. CONVEYANCE OF THE CERTIFICATE TRUST FUND; REMIC ELECTION AND
DESIGNATIONS. Concurrently with the execution and delivery hereof, the Company
does hereby agree to irrevocably sell, transfer, assign, set over, and otherwise
convey to the Trustee in trust for the benefit of the Certificate Trust
Certificateholders and the Class R Certificateholders, without recourse, all the
Company"s right, title and interest in and to the Certificate Trust Fund,
including all interest and principal received by the Company on or with respect
to the Mortgage Trust Certificates after the Cut-Off Date. The Trustee hereby
accepts the trust created hereby and acknowledges that it holds the Mortgage
Trust Certificates for the benefit of the holders of the Certificate Trust
Certificates and the Class R Certificates issued pursuant to this Agreement. It
is the express intent of the parties hereto that the conveyance of the
Certificate Trust Fund to the Trustee by the Company as provided in this Section
2.05 be, and be construed as, an absolute sale of the Certificate Trust Fund. It
is, further, not the intention of the parties that such conveyance be deemed a
pledge of the Certificate Trust Fund by the Company to the Trustee to secure a
debt or other obligation of the Company. However, in the event that,
notwithstanding the intent of the parties, the Certificate Trust Fund is held to
be the property of the Company, or if for any other reason this Agreement is
held or deemed to create a security interest in the Certificate Trust Fund, then
(a) this Agreement shall be deemed to be a security agreement;
(b) the conveyance provided for in this Section 2.05 shall be deemed to be
a grant by the Company to the Trustee of a security interest in all of the
Company"s right, title, and interest, whether now owned or hereafter acquired,
in and to:
(I) All accounts, contract rights, general intangibles, chattel paper,
instruments, documents, money, deposit accounts, certificates of deposit,
goods, letters of credit, advices of credit and uncertificated securities
consisting of, arising from or relating to any
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of the property described below: The Mortgage Trust Certificates, including
without limitation all rights represented thereby in and to (i) the
Mortgage Loans including the Mortgage Notes, the related Mortgages,
Cooperative Stock Certificates, Cooperative Leases, and title, hazard and
primary mortgage insurance policies identified on the Mortgage Loan
Schedule as defined in this Agreement, including all Substitute Mortgage
Loans, and all distributions with respect thereto payable on and after the
Cut-Off Date, (ii) the Certificate Account, the Investment Account, the
Custodial Account for P&I and the Custodial Account for Reserves, including
all income from the investment of funds therein (including any accrued
discount realized on liquidation of any investment purchased at a
discount), (iii) all property or rights arising from or by virtue of the
disposition of, or collections with respect to, or insurance proceeds
payable with respect to, or claims against other persons with respect to,
all or any part of the collateral described in (i)-(ii) above (including
any accrued discount realized on liquidation of any investment purchased at
a discount), and (iv) all cash and non-cash proceeds of the collateral
described in (i)-(iii) above;
(II) All accounts, contract rights, general intangibles, chattel
paper, instruments, documents, money, deposit accounts, certificates of
deposit, goods, letters of credit, advices of credit, uncertificated
securities and other rights arising from or by virtue of the disposition
of, or collections with respect to, or insurance proceeds payable with
respect to, or claims against other persons with respect to, all or any
part of the collateral described in (I) above (including any accrued
discount realized on liquidation of any investment purchased at a
discount); and
(III) All cash and non-cash proceeds of the collateral described in
(I) and (II) above;
(c) the possession by the Trustee of the Mortgage Trust Certificates, and
such other goods, letters of credit, advices of credit, instruments, money,
documents, chattel paper or certificated securities shall be deemed to be
"possession by the secured party", or possession by a purchaser or a person
designated by him or her, for purposes of perfecting the security interest
pursuant to the Uniform Commercial Code (including, without limitation, Sections
9-305, 8-313 or 8-321 thereof) as in force in the relevant jurisdiction; and
(d) notifications to persons holding such property, and acknowledgments,
receipts or confirmations from persons holding such property, shall be deemed
notifications to, or acknowledgments, receipts or confirmations from, financial
intermediaries, bailees or agents (as applicable) of the Trustee for the purpose
of perfecting such security interest under applicable law.
The Company and the Trustee shall, to the extent consistent with this
Agreement, take such actions as may be necessary to ensure that, if this
Agreement were deemed to create a security interest in the Certificate Trust
Fund, such security interest would be deemed to be a perfected security interest
of first priority under applicable law and will be maintained as such throughout
the term of this Agreement. In connection herewith, the Trustee shall have all
of the rights and remedies of a secured party and creditor under the Uniform
Commercial Code as in force in the relevant jurisdiction.
In connection with the transfer and assignment described in the first
paragraph of this Section 2.05, the Company shall, concurrently with the
execution and delivery hereof, deliver to,
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and deposit with, the Trustee the Mortgage Trust Certificates, which shall on
original issuance thereof and at all times be registered in the name of the
Trustee.
The Trustee is authorized, with the Master Servicer"s consent, to appoint
any bank or trust company approved by and unaffiliated with each of the Company
and the Master Servicer as Custodian of the documents or instruments referred to
above in this Section 2.05, and to enter into a Custodial Agreement for such
purpose; provided, however, that the Trustee shall be and remain liable for
actions of any such Custodian only to the extent it would otherwise be
responsible for such acts hereunder.
The Company and the Trustee agree that the Company, on behalf of the
Certificate Trust Fund, shall elect to treat the Certificate Trust Fund as a
REMIC within the meaning of Section 860D of the Code and, if necessary, under
applicable state laws. Such election shall be included in the Form 1066 and any
appropriate state return to be filed on behalf of the REMIC constituted by the
Certificate Trust Fund for its first taxable year.
The Closing Date is hereby designated as the "startup day" of the REMIC
constituted by the Certificate Trust Fund within the meaning of Section
860G(a)(9) of the Code.
The regular interests (as set forth in the table contained in the
Preliminary Statement hereto) relating to the Certificate Trust Fund are hereby
designated as "regular interests" for purposes of Section 860G(a)(1) of the
Code. The Class R Certificates are being issued in a single Class, which is
hereby designated as the sole class of "residual interest" in the Certificate
Trust Fund for purposes of Section 860G(a)(2) of the Code.
The parties intend that the affairs of the Certificate Trust Fund formed
hereunder shall constitute, and that the affairs of the Certificate Trust Fund
shall be conducted so as to qualify it as, a REMIC. In furtherance of such
intention, the Company covenants and agrees that it shall act as agent for the
Tax Matters Person (and the Company is hereby appointed to act as Tax Matters
Person) on behalf of the Certificate Trust Fund and that in such capacity it
shall: (a) prepare and file, or cause to be prepared and filed, a federal tax
return using a calendar year as the taxable year for the Certificate Trust Fund
when and as required by the REMIC provisions and other applicable federal income
tax laws; (b) make an election, on behalf of the Certificate Trust Fund, to be
treated as a REMIC on the federal tax return of the Certificate Trust Fund for
its first taxable year, in accordance with the REMIC provisions; (c) prepare and
forward, or cause to be prepared and forwarded, to the Certificate Trust
Certificateholders and the Class R Certificateholders all information reports as
and when required to be provided to them in accordance with the REMIC
provisions; (d) conduct the affairs of the Certificate Trust Fund at all times
that any Certificate Trust Certificates are outstanding so as to maintain the
status of the Certificate Trust Fund as a REMIC under the REMIC provisions; (e)
not knowingly or intentionally take any action or omit to take any action that
would cause the termination of the REMIC status of the Certificate Trust Fund;
and (f) pay the amount of any federal prohibited transaction penalty taxes
imposed on the Certificate Trust Fund when and as the same shall be due and
payable (but such obligation shall not prevent the Company or any other
appropriate person from contesting any such tax in appropriate proceedings and
shall not prevent the Company from withholding payment of such tax, if permitted
by law, pending the outcome of such proceedings); provided, that the Company
shall be entitled to be indemnified from the Certificate Trust Fund for any such
prohibited transaction
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penalty taxes if the Company"s failure to exercise reasonable care was not the
primary cause of the imposition of such prohibited transaction penalty taxes.
In the event that any tax is imposed on "prohibited transactions" of the
Certificate Trust Fund as defined in Section 860F of the Code and not paid by
the Company pursuant to clause (f) of the preceding paragraph, such tax shall be
charged against amounts otherwise distributable to the Holders of the Class R
Certificates. Notwithstanding anything to the contrary contained herein, the
Company is hereby authorized to retain from amounts otherwise distributable to
the Holders of the Class R Certificates on any Distribution Date sufficient
funds to reimburse the Company for the payment of such tax (to the extent that
the Company has not been previously reimbursed therefor).
Section 2.06. ACCEPTANCE BY TRUSTEE. The Trustee acknowledges receipt of
the Mortgage Trust Certificates referred to in Section 2.05 above and declares
that as of the Closing Date it holds and shall hold such documents, and the
Certificate Trust Fund, as Trustee in trust, upon the trusts herein set forth,
for the use and benefit of all present and future Certificate Trust
Certificateholders and the Class R Certificateholders.
Section 2.07. REPRESENTATIONS AND WARRANTIES OF THE COMPANY CONCERNING THE
MORTGAGE TRUST CERTIFICATES. The Company hereby represents and warrants to the
Trustee that:
(i) immediately prior to the transfer and assignment of the Mortgage
Trust Certificates to the Trustee herein contemplated, the Company had good
title to, and was the sole owner and holder of, each Mortgage Trust
Certificate, free and clear of all liens, pledges, charges or security
interests of any nature, and there had been no other sale or assignment
thereof; the Company had full right and authority, subject to no interest
or participation of, or agreement with, any other party, to sell and assign
the same; and immediately upon such transfer and assignment, the Trustee
will have good title thereto and will be the sole legal owner thereof;
(ii) as of the date of the transfer of the Mortgage Trust Certificates
to the Trustee there is no valid offset, defense or counterclaim to any
Mortgage Trust Certificates;
(iii) each Mortgage Trust Certificate complies in all material
respects with applicable state or federal laws, regulations and other
requirements pertaining to usury; and
(iv) as of the date of the initial issuance of the Mortgage Trust
Certificates, all taxes and government assessments due and owing in
connection with such issuance have been paid.
It is understood and agreed that the representations and warranties set
forth in this Section 2.07 shall survive delivery of the Mortgage Trust
Certificates to the Trustee, or to a Custodian, as the case may be. Upon
discovery by the Company, the Trustee or any Custodian of a breach of any of the
foregoing representations and warranties (referred to herein as a "breach"),
which breach materially and adversely affects the interests of the Certificate
Trust Certificateholders in the related Mortgage Trust Certificate, the party
discovering such breach shall give prompt written notice to the others and to
the Rating Agency.
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Section 2.08. AUTHENTICATION OF CERTIFICATE TRUST CERTIFICATES AND THE
CLASS R CERTIFICATES. The Trustee acknowledges the transfer and assignment to it
of the property constituting the Certificate Trust Fund and, as of the Closing
Date, shall cause to be authenticated and delivered to or upon the order of the
Company, in exchange for the property constituting the Certificate Trust Fund,
Certificate Trust Certificates and the Class R Certificates in Authorized
Denominations evidencing the entire ownership of the Certificate Trust Fund.
ARTICLE III
ADMINISTRATION AND SERVICING OF MORTGAGE LOANS
Section 3.01. THE COMPANY TO ACT AS MASTER SERVICER. The Company shall act
as Master Servicer to service and administer the Mortgage Loans on behalf of the
Trustee and for the benefit of the Certificateholders in accordance with the
terms hereof and shall have full power and authority to do or cause to be done
any and all things in connection with such servicing and administration which it
may deem necessary or desirable, including, without limitation, the power and
authority to bring actions and defend the Mortgage Trust Fund or the Certificate
Trust Fund, as applicable, on behalf of the Trustee in order to enforce the
terms of the Mortgage Notes. The Master Servicer may perform its master
servicing responsibilities through agents or independent contractors, but shall
not thereby be released from any of its responsibilities hereunder and the
Master Servicer shall diligently pursue all of its rights against such agents or
independent contractors.
The Master Servicer shall make reasonable efforts to collect or cause to be
collected all payments called for under the terms and provisions of the Mortgage
Loans and shall, to the extent such procedures shall be consistent with this
Agreement and the terms and provisions of any Primary Insurance Policy, any FHA
insurance policy or VA guaranty, any hazard insurance policy, and federal flood
insurance, cause to be followed such collection procedures as are followed with
respect to mortgage loans comparable to the Mortgage Loans and held in
portfolios of responsible mortgage lenders in the local areas where each
Mortgaged Property is located. The Master Servicer shall enforce "due-on-sale"
clauses with respect to the Mortgage Loans, to the extent permitted by law,
subject to the provisions set forth in Section 3.08.
Consistent with the foregoing, the Master Servicer may in its discretion
(i) waive or cause to be waived any assumption fee or late payment charge in
connection with the prepayment of any Mortgage Loan and (ii) only upon
determining that the coverage of any applicable insurance policy or guaranty
related to a Mortgage Loan will not be materially adversely affected, arrange a
schedule, running for no more than 180 days after the first delinquent Due Date,
for payment of any delinquent installment on any Mortgage Note or for the
liquidation of delinquent items. The Master Servicer shall have the right, but
not the obligation, to repurchase any delinquent Mortgage Loan 90 days after the
first delinquent Due Date for an amount equal to its Purchase Price; PROVIDED,
HOWEVER, that the aggregate Purchase Price of Mortgage Loans so repurchased
shall not exceed one-half of one percent (0.50%) of the aggregate Principal
Balance of all Mortgage Loans as of the Cut-Off Date.
The Master Servicer is hereby authorized and empowered by the Trustee to
execute and deliver or cause to be executed and delivered on behalf of the
Mortgage Trust Certificateholders,
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the Class R-1 Certificateholders and the Trustee or any of them, any and all
instruments of satisfaction or cancellation, or of partial or full release,
discharge or modification, assignments of Mortgages and endorsements of Mortgage
Notes in connection with refinancings (in jurisdictions where such assignments
are the customary and usual standard of practice of mortgage lenders) and all
other comparable instruments, with respect to the Mortgage Loans and with
respect to the Mortgaged Properties. The Trustee shall furnish the Master
Servicer, at the Master Servicer"s direction, with any powers of attorney and
other documents necessary or appropriate to enable the Master Servicer to carry
out its supervisory, servicing and administrative duties under this Agreement.
The Master Servicer and each Servicer shall obtain (to the extent generally
commercially available from time to time) and maintain fidelity bond and errors
and omissions coverage acceptable to FNMA or FHLMC with respect to their
obligations under this Agreement and the applicable Selling and Servicing
Contract, respectively. The Master Servicer or each Servicer, as applicable,
shall establish escrow accounts for, or pay when due (by means of an advance),
any tax liens in connection with the Mortgaged Properties that are not paid by
the Mortgagors when due to the extent that any such payment would not constitute
a Nonrecoverable Advance when made. Notwithstanding the foregoing, the Master
Servicer shall not permit any modification with respect to any Mortgage Loan
that would both constitute a sale or exchange of such Mortgage Loan within the
meaning of Section 1001 of the Code (including any proposed, temporary or final
regulations promulgated thereunder) (other than in connection with a proposed
conveyance or assumption of such Mortgage Loan that is treated as a Principal
Prepayment or in a default situation) and cause either REMIC to fail to qualify
as such under the Code. The Master Servicer shall be entitled to approve a
request from a Mortgagor for a partial release of the related Mortgaged
Property, the granting of an easement thereon in favor of another Person, any
alteration or demolition of the related Mortgaged Property or other similar
matters if it has determined, exercising its good faith business judgment in the
same manner as it would if it were the owner of the related Mortgage Loan, that
the security for, and the timely and full collectability of, such Mortgage Loan
would not be adversely affected thereby and that the Trust Fund would not fail
to continue to qualify as a REMIC under the Code as a result thereof and that no
tax on "prohibited transactions" or "contributions" after the startup day would
be imposed on either REMIC as a result thereof.
Section 3.02. CUSTODIAL ACCOUNTS. The Master Servicer shall cause to be
established and maintained Custodial Accounts for P&I, Buydown Fund Accounts (if
any) and special Custodial Accounts for Reserves and shall deposit or cause to
be deposited therein daily the amounts related to the Mortgage Loans required by
the Selling and Servicing Contracts to be so deposited. Proceeds received with
respect to individual Mortgage Loans from any title, hazard, or FHA insurance
policy, VA guaranty, Primary Insurance Policy, or other insurance policy
covering such Mortgage Loans shall be deposited first in the Custodial Account
for Reserves if required for the restoration or repair of the related Mortgaged
Property. Proceeds from such insurance policies not so deposited in the
Custodial Account for Reserves shall be deposited in the Custodial Account for
P&I, and shall be applied to the balances of the related Mortgage Loans as
payments of interest and principal.
The Master Servicer is hereby authorized to make withdrawals from and to
draft the Custodial Accounts for P&I and the Custodial Account for Reserves for
the purposes required or permitted by this Agreement. The Custodial Accounts for
P&I and the Custodial Account for
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Reserves shall each bear a designation clearly showing the respective interests
of the applicable Servicer, as trustee, and of the Master Servicer, in
substantially one of the following forms:
(a) With respect to the Custodial Account for P&I: (i) [Servicer"s
Name], as agent, trustee and/or bailee of principal and interest custodial
account for PNC Mortgage Securities Corp., its successors and assigns, for
various owners of interests in PNC Mortgage Securities Corp.
mortgage-backed pools or (ii) [Servicer"s Name] in trust for PNC Mortgage
Securities Corp.;
(b) With respect to the Custodial Account for Reserves: (i)
[Servicer"s Name], as agent, trustee and/or bailee of taxes and insurance
custodial account for PNC Mortgage Securities Corp., its successors and
assigns for various mortgagors and/or various owners of interests in PNC
Mortgage Securities Corp. mortgage-backed pools or (ii) [Servicer"s Name]
in trust for PNC Mortgage Securities Corp. and various Mortgagors.
Section 3.03. THE INVESTMENT ACCOUNT; ELIGIBLE INVESTMENTS.
(a) Not later than the Withdrawal Date, the Master Servicer shall withdraw
or direct the withdrawal of funds in the Custodial Accounts for P&I, for deposit
in the Certificate Account or Investment Account at the Master Servicer"s
option, in an amount representing:
(i) Scheduled installments of principal and interest on the Mortgage
Loans received or advanced by the applicable Servicer which were due on the
Due Date prior to such Withdrawal Date, net of Servicing Fees due the
applicable Servicer and less any amounts to be withdrawn later by the
applicable Servicer from the applicable Buydown Fund Accounts;
(ii) Payoffs and the proceeds of other types of liquidations of
Mortgage Loans received by the applicable Servicer for such Mortgage Loans
during the applicable period, with interest to the date of Payoff or
liquidation less any amounts to be withdrawn later by the applicable
Servicer from the applicable Buydown Fund Accounts; and
(iii) Curtailments received by the applicable Servicer in the Prior
Period.
In addition, the Master Servicer may, at its option, withdraw or direct the
withdrawal, for deposit in the Investment Account, of any funds in the
Certificate Account to be distributed on the related Distribution Date.
At its option, the Master Servicer may invest funds withdrawn from the
Custodial Accounts for P&I, as well as any Buydown Funds, Insurance Proceeds and
Liquidation Proceeds previously received by the Master Servicer (including
amounts paid by the Company in respect of any Purchase Obligation or its
substitution obligations set forth in Section 2.02 or Section 2.03 or in
connection with the exercise of the option to terminate this Agreement pursuant
to Section 9.01) for its own account and at its own risk, during any period
prior to their deposit in the Certificate Account. Such funds, as well as any
funds which were withdrawn from the Custodial Accounts for P&I on or before the
Withdrawal Date, but not yet deposited into the Certificate Account, shall
immediately be deposited by the Master Servicer with the Investment Depository
in an Investment Account in the name of the Master Servicer and the Trustee for
investment only as set forth in this
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Section 3.03. The Master Servicer shall bear any and all losses incurred on any
investments made with such funds and shall be entitled to retain all gains
realized on such investments as additional servicing compensation. Not later
than the Business Day prior to the Distribution Date, the Master Servicer shall
deposit such funds, net of any gains (except Payoff Earnings) earned thereon, in
the Certificate Account.
(b) Funds held in the Investment Account shall be invested in (i) one or
more Eligible Investments which shall in no event mature later than the Business
Day prior to the related Distribution Date (except if such Eligible Investments
are obligations of the Trustee, such Eligible Investments may mature on the
Distribution Date), or (ii) such other instruments as shall be required to
maintain the Ratings.
Section 3.04. THE CERTIFICATE ACCOUNT. Not later than the Business Day
prior to the related Distribution Date, the Master Servicer shall deposit the
amounts previously deposited into the Investment Account (which may include a
deposit of Eligible Investments) to which the Mortgage Trust Certificateholders
and the Class R-1 Certificateholders are entitled into the Certificate Account.
In addition, not later than the Business Day prior to the Distribution Date, the
Master Servicer shall deposit into the Certificate Account any Monthly P&I
Advances or other payments required to be made by the Master Servicer pursuant
to Section 4.03 of this Agreement and any Insurance Proceeds or Liquidation
Proceeds (including amounts paid by the Company in respect of any Purchase
Obligation or in connection with the exercise of its option to terminate this
Agreement pursuant to Section 9.01) not previously deposited in the Custodial
Accounts for P&I or the Investment Account.
Section 3.05. PERMITTED WITHDRAWALS FROM THE CERTIFICATE ACCOUNT AND
CUSTODIAL ACCOUNTS FOR P&I AND OF BUYDOWN FUNDS FROM THE BUYDOWN FUND ACCOUNTS.
(a) The Master Servicer is authorized to make withdrawals, from time to
time, from the Certificate Account or the Custodial Account for P&I, as
applicable, of amounts deposited therein in respect of the Certificates, as
follows:
(i) To reimburse itself or the applicable Servicer for Monthly P&I
Advances made pursuant to Section 4.03 or a Selling and Servicing Contract,
the Master Servicer"s right to reimburse itself or such Servicer pursuant
to this paragraph (i) being limited to amounts received on particular
Mortgage Loans (including, for this purpose, Insurance Proceeds and
Liquidation Proceeds) which represent late recoveries of principal and/or
interest respecting which any such Monthly P&I Advance was made;
(ii) To reimburse itself or the applicable Servicer for amounts
expended by or for the account of the Master Servicer pursuant to Section
3.09 or amounts expended by such Servicer pursuant to the Selling and
Servicing Contracts in connection with the restoration of property damaged
by an Uninsured Cause or in connection with the liquidation of a Mortgage
Loan;
(iii) To pay to itself the Master Servicing Fee (net of Compensating
Interest reduced by Payoff Earnings and Payoff Interest) as to which no
prior withdrawals from funds deposited by the Master Servicer have been
made;
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(iv) To reimburse itself or the applicable Servicer for advances which
the Master Servicer has determined to be Nonrecoverable Advances;
(v) To pay to itself reinvestment earnings deposited or earned in the
Certificate Account (net of reinvestment losses) to which it is entitled
and to reimburse itself for expenses incurred by and reimbursable to it
pursuant to Section 6.03;
(vi) To deposit amounts in the Investment Account representing amounts
in the Certificate Account not required to be on deposit therein at the
time of such withdrawal; and
after making or providing for the above withdrawals
(vii) To make payments to Certificateholders on behalf of the Trustee
in the amounts and in the manner provided for in Section 4.01 and Section
4.05 and as otherwise required or permitted by this Agreement; and
(viii) To clear and terminate the Certificate Account pursuant to
Section 9.01.
Since, in connection with withdrawals pursuant to paragraphs (i) and (ii),
the Master Servicer"s entitlement thereto is limited to collections or other
recoveries on the related Mortgage Loan, the Master Servicer or the applicable
Servicer shall keep and maintain separate accounting for each Mortgage Loan, for
the purpose of justifying any such withdrawals.
(b) The Master Servicer (or the applicable Servicer, if such Servicer holds
and maintains a Buydown Fund Account) is authorized to make withdrawals, from
time to time, from the Buydown Fund Account or Custodial Account for P&I of the
following amounts of Buydown Funds:
(i) to deposit each month in the Investment Account the amount
necessary to supplement payments received on Buydown Loans;
(ii) in the event of a Payoff of any Mortgage Loan having a related
Buydown Fund, to apply amounts remaining in Buydown Fund Accounts to reduce
the required amount of such principal Payoff (or, if the Mortgagor has made
a Payoff, to refund such remaining Buydown Fund amounts to the Person
entitled thereto);
(iii) in the event of foreclosure or liquidation of any Mortgage Loan
having a Buydown Fund, to deposit remaining Buydown Fund amounts in the
Investment Account as Liquidation Proceeds; and
(iv) to clear and terminate the portion of any account representing
Buydown Funds pursuant to Section 9.01.
(c) The Trustee is authorized to make withdrawals from time to time from
the Certificate Account to reimburse itself for advances it has made pursuant to
Section 7.01(a) hereof that it has determined to be Nonrecoverable Advances.
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Section 3.06. MAINTENANCE OF PRIMARY INSURANCE POLICIES; COLLECTIONS
THEREUNDER. The Master Servicer and the applicable Servicer shall use their best
reasonable efforts to keep in full force and effect each Primary Insurance
Policy required with respect to a Mortgage Loan, in the manner set forth in the
applicable Selling and Servicing Contract, until no longer required.
Notwithstanding the foregoing, the Master Servicer shall have no obligation to
maintain such Primary Insurance Policy for a Mortgage Loan for which the
outstanding Principal Balance thereof at any time subsequent to origination was
80% or less of the value of the related Mortgaged Property (as determined by the
appraisal obtained at the time of origination).
Unless required by applicable law, neither the Master Servicer nor any
Servicer shall cancel or refuse to renew any such Primary Insurance Policy in
effect at the date of the initial issuance of the Certificates that is required
to be kept in force hereunder; provided, however, that neither the Master
Servicer nor any Servicer shall advance funds for the payment of any premium due
under any Primary Insurance Policy if it shall determine that such an advance
would be a Nonrecoverable Advance.
Section 3.07. MAINTENANCE OF HAZARD INSURANCE. The Master Servicer shall
cause to be maintained for each Mortgage Loan (other than a Cooperative Loan)
fire insurance with extended coverage in an amount which is not less than the
original principal balance of such Mortgage Loan, except in cases approved by
the Master Servicer in which such amount exceeds the value of the improvements
to the Mortgaged Property. The Master Servicer shall also require fire insurance
with extended coverage in a comparable amount on property acquired upon
foreclosure, or deed in lieu of foreclosure, of any Mortgage Loan (other than a
Cooperative Loan). Any amounts collected under any such policies (other than
amounts to be applied to the restoration or repair of the related Mortgaged
Property) shall be deposited into the Custodial Account for P&I, subject to
withdrawal pursuant to the applicable Selling and Servicing Contract and
pursuant to Section 3.03 and Section 3.05. Any unreimbursed costs incurred in
maintaining any insurance described in this Section 3.07 shall be recoverable as
an advance by the Master Servicer from the Certificate Account. Such insurance
shall be with insurers approved by the Master Servicer and FNMA or FHLMC. Other
additional insurance may be required of a Mortgagor, in addition to that
required pursuant to such applicable laws and regulations as shall at any time
be in force and as shall require such additional insurance. Where any part of
any improvement to the Mortgaged Property (other than a Mortgaged Property
secured by a Cooperative Loan) is located in a federally designated special
flood hazard area and in a community which participates in the National Flood
Insurance Program at the time of origination of the related Mortgage Loan, the
Master Servicer shall cause flood insurance to be provided. The hazard insurance
coverage required by this Section 3.07 may be met with blanket policies
providing protection equivalent to individual policies otherwise required. The
Master Servicer or the applicable Servicer shall be responsible for paying any
deductible amount on any such blanket policy. The Master Servicer agrees to
present, or cause to be presented, on behalf of and for the benefit of the
Trustee and Certificateholders, claims under the hazard insurance policy
respecting any Mortgage Loan, and in this regard to take such reasonable actions
as shall be necessary to permit recovery under such policy.
Section 3.08. ENFORCEMENT OF DUE-ON-SALE CLAUSES; ASSUMPTION AGREEMENTS.
When any Mortgaged Property is about to be conveyed by the Mortgagor, the Master
Servicer shall, to the extent it has knowledge of such prospective conveyance
and prior to the time of the consummation of such conveyance, exercise on behalf
of the Trustee the Trustee"s rights to accelerate the maturity of such Mortgage
Loan, to the extent that such acceleration is permitted by the terms of
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the related Mortgage Note, under any "due-on-sale" clause applicable thereto;
provided, however, that the Master Servicer shall not exercise any such right if
the due-on-sale clause, in the reasonable belief of the Master Servicer, is not
enforceable under applicable law or if such exercise would result in
non-coverage of any resulting loss that would otherwise be covered under any
insurance policy. In the event the Master Servicer is prohibited from exercising
such right, the Master Servicer is authorized to take or enter into an
assumption and modification agreement from or with the Person to whom a
Mortgaged Property has been or is about to be conveyed, pursuant to which such
Person becomes liable under the Mortgage Note and, unless prohibited by
applicable state law or unless the Mortgage Note contains a provision allowing a
qualified borrower to assume the Mortgage Note, the Mortgagor remains liable
thereon; provided that the Mortgage Loan shall continue to be covered (if so
covered before the Master Servicer enters such agreement) by any related Primary
Insurance Policy. The Master Servicer is also authorized to enter into a
substitution of liability agreement with such Person, pursuant to which the
original Mortgagor is released from liability and such Person is substituted as
Mortgagor and becomes liable under the Mortgage Note. The Master Servicer shall
notify the Trustee that any such substitution or assumption agreement has been
completed by forwarding to the Trustee the original copy of such substitution or
assumption agreement and other documents and instruments constituting a part
thereof. In connection with any such assumption or substitution agreement, the
terms of the related Mortgage Note shall not be changed. Any fee collected by
the applicable Servicer for entering into an assumption or substitution of
liability agreement shall be retained by such Servicer as additional servicing
compensation.
Notwithstanding the foregoing paragraph or any other provision of this
Agreement, the Master Servicer shall not be deemed to be in default, breach or
any other violation of its obligations hereunder by reason of any assumption of
a Mortgage Loan by operation of law or any assumption which the Master Servicer
may be restricted by law from preventing, for any reason whatsoever.
Section 3.09. REALIZATION UPON DEFAULTED MORTGAGE LOANS. The Master
Servicer shall foreclose upon or otherwise comparably convert, or cause to be
foreclosed upon or comparably converted, the ownership of any Mortgaged Property
securing a Mortgage Loan which comes into and continues in default and as to
which no satisfactory arrangements can be made for collection of delinquent
payments pursuant to Section 3.01. In lieu of such foreclosure or other
conversion, and taking into consideration the desirability of maximizing net
Liquidation Proceeds after taking into account the effect of Insurance Proceeds
upon Liquidation Proceeds, the Master Servicer may, to the extent consistent
with prudent mortgage loan servicing practices, accept a payment of less than
the outstanding Principal Balance of a delinquent Mortgage Loan in full
satisfaction of the indebtedness evidenced by the related Mortgage Note and
release the lien of the related Mortgage upon receipt of such payment. The
Master Servicer shall not foreclose upon or otherwise comparably convert a
Mortgaged Property if there is evidence of toxic waste, other hazardous
substances or other evidence of environmental contamination thereon and the
Master Servicer determines that it would be imprudent to do so. In connection
with such foreclosure or other conversion, the Master Servicer shall cause to be
followed such practices and procedures as it shall deem necessary or advisable
and as shall be normal and usual in general mortgage servicing activities. The
foregoing is subject to the provision that, in the case of damage to a Mortgaged
Property from an Uninsured Cause, the Master Servicer shall not be required to
advance its own funds towards the restoration of the property unless it shall be
determined in the sole judgment of the Master Servicer, (i) that such
restoration will increase the proceeds of liquidation of the
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Mortgage Loan to Certificateholders after reimbursement to itself for such
expenses, and (ii) that such expenses will be recoverable to it through
Liquidation Proceeds. The Master Servicer shall be responsible for all other
costs and expenses incurred by it in any such proceedings; provided, however,
that it shall be entitled to reimbursement thereof (as well as its normal
servicing compensation) as an advance. The Master Servicer shall maintain
information required for tax reporting purposes regarding any Mortgaged Property
which is abandoned or which has been foreclosed or otherwise comparably
converted. The Master Servicer shall report such information to the Internal
Revenue Service and the Mortgagor in the manner required by applicable law.
The Mortgage Trust Fund shall not acquire any real property (or personal
property incident to such real property) except in connection with a default or
imminent default of a Mortgage Loan. In the event that the Mortgage Trust Fund
acquires any real property (or personal property incident to such real property)
in connection with a default or imminent default of a Mortgage Loan, such
property shall be disposed of by the Master Servicer within two years after its
acquisition by the Master Servicer for the Mortgage Trust Fund, unless the
Master Servicer provides to the Trustee an Opinion of Counsel to the effect that
the holding by the Mortgage Trust Fund of such Mortgaged Property subsequent to
two years after its acquisition will not result in the imposition of taxes on
"prohibited transactions" of the Mortgage Trust Fund as defined in Section 860F
of the Code or cause the Mortgage Trust Fund to fail to qualify as a REMIC at
any time that any Certificates are outstanding. The Master Servicer shall
manage, conserve, protect and operate each such property for the
Certificateholders solely for the purpose of its prompt disposition and sale in
a manner which does not cause such property to fail to qualify as "foreclosure
property" within the meaning of Section 860G(a)(8) or result in the receipt by
the REMIC of any "income from non-permitted assets" within the meaning of
Section 860F(a)(2)(B) of the Code or any "net income from foreclosure property"
which is subject to taxation under the REMIC Provisions. Pursuant to its efforts
to sell such property, the Master Servicer shall either itself or through an
agent selected by the Master Servicer protect and conserve such property in the
same manner and to such extent as is customary in the locality where such
property is located and may, incident to its conservation and protection of the
interests of the Certificateholders, rent the same, or any part thereof, as the
Master Servicer deems to be in the best interest of the Master Servicer and the
Certificateholders for the period prior to the sale of such property.
Additionally, the Master Servicer shall perform the tax withholding and shall
file information returns with respect to the receipt of mortgage interests
received in a trade or business, the reports of foreclosures and abandonments of
any Mortgaged Property and the information returns relating to cancellation of
indebtedness income with respect to any Mortgaged Property required by Sections
6050H, 6050J and 6050P, respectively, of the Code, and deliver to the Trustee an
Officers" Certificate on or before March 31 of each year stating that such
reports have been filed. Such reports shall be in form and substance sufficient
to meet the reporting requirements imposed by Sections 6050H, 6050J and 6050P of
the Code.
Notwithstanding any other provision of this Agreement, the Master Servicer
shall comply with all federal withholding requirements with respect to payments
to Certificateholders of interest or original issue discount that the Master
Servicer reasonably believes are applicable under the Code. The consent of
Certificateholders shall not be required for any such withholding. Without
limiting the foregoing, the Master Servicer agrees that it will not withhold
with respect to payments of interest or original issue discount in the case of a
Certificateholder that has furnished or caused to be furnished an effective Form
W-8 or an acceptable substitute form or a successor form and who is not a "10
percent shareholder" within the meaning of Code Section 871(h)(3)(B) or a
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"controlled foreign corporation" described in Code Section 881(c)(3)(C) with
respect to either REMIC, the Mortgage Trust Fund, the Certificate Trust Fund or
the depositor. In the event the Trustee withholds any amount from interest or
original issue discount payments or advances thereof to any Certificateholder
pursuant to federal withholding requirements, the Trustee shall indicate the
amount withheld to such Certificateholder.
Section 3.10. TRUSTEE TO COOPERATE; RELEASE OF MORTGAGE FILES. Upon the
Payoff or scheduled maturity of any Mortgage Loan, the Master Servicer shall
cause such final payment to be immediately deposited in the related Custodial
Account for P&I or the Investment Account. Upon notice thereof, the Master
Servicer shall promptly notify the Trustee by a certification (which
certification shall include a statement to the effect that all amounts received
in connection with such payment which are required to be deposited in either
such account have been so deposited) of a Servicing Officer and shall request
delivery to it of the Mortgage File. Upon receipt of such certification and
request, the Trustee shall, not later than the fifth succeeding Business Day,
release the related Mortgage File to the Master Servicer or the applicable
Servicer indicated in such request. With any such Payoff or other final payment,
the Master Servicer is authorized to prepare for and procure from the trustee or
mortgagee under the Mortgage which secured the Mortgage Note a deed of full
reconveyance or other form of satisfaction or assignment of Mortgage and
endorsement of Mortgage Note in connection with a refinancing covering the
Mortgaged Property, which satisfaction, endorsed Mortgage Note or assigning
document shall be delivered by the Master Servicer to the person or persons
entitled thereto. No expenses incurred in connection with such satisfaction or
assignment shall be payable to the Master Servicer by the Trustee or from the
Certificate Account, the Investment Account or the related Custodial Account for
P&I. From time to time as appropriate for the servicing or foreclosure of any
Mortgage Loan, including, for this purpose, collection under any Primary
Insurance Policy, the Trustee shall, upon request of the Master Servicer and
delivery to it of a trust receipt signed by a Servicing Officer, release not
later than the fifth Business Day following the date of receipt of such request
the related Mortgage File to the Master Servicer or the related Servicer as
indicated by the Master Servicer and shall execute such documents as shall be
necessary to the prosecution of any such proceedings. Such trust receipt shall
obligate the Master Servicer to return the Mortgage File to the Trustee when the
need therefor by the Master Servicer no longer exists, unless the Mortgage Loan
shall be liquidated, in which case, upon receipt of a certificate of a Servicing
Officer similar to that herein above specified, the trust receipt shall be
released by the Trustee to the Master Servicer.
Section 3.11. COMPENSATION TO THE MASTER SERVICER AND THE SERVICERS. As
compensation for its activities hereunder, the Master Servicer shall be entitled
to withdraw from the Certificate Account the amounts provided for by Section
3.05(a)(iii). The Master Servicer shall be required to pay all expenses incurred
by it in connection with its activities hereunder, including the Trustee"s fees
and shall not be entitled to reimbursement therefor, except as specifically
provided herein.
As compensation for its activities under the applicable Selling and
Servicing Contract, the applicable Servicer shall be entitled to withhold or
withdraw from the Custodial Account for P&I the amounts provided for in such
Selling and Servicing Contract. Each Servicer is required to pay all expenses
incurred by it in connection with its servicing activities under its Selling and
Servicing Contract (including payment of premiums for Primary Insurance
Policies, if required) and shall not be entitled to reimbursement therefor
except as specifically provided in such Selling and Servicing Contract and not
inconsistent with this Agreement.
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Section 3.12. REPORTS TO THE TRUSTEE; CERTIFICATE ACCOUNT STATEMENT. Not
later than 15 days after each Distribution Date, the Master Servicer shall
forward to the Trustee a statement, certified by a Servicing Officer, setting
forth the status of the Certificate Account as of the close of business on such
Distribution Date and showing, for the period covered by such statement, the
aggregate of deposits into and withdrawals from the Certificate Account for each
category of deposit specified in Section 3.04 and each category of withdrawal
specified in Section 3.05, and stating that all distributions required by this
Agreement have been made (or if any required distribution has not been made,
specifying the nature and amount thereof). Such statement shall be provided to
any Certificateholder upon request or by the Trustee to any Certificateholder at
the expense of the Master Servicer and shall also, to the extent available,
include information regarding delinquencies on the Mortgage Loans, indicating
the number and aggregate Principal Balance of Mortgage Loans which are one, two,
three or more months delinquent, the number and aggregate Principal Balance of
Mortgage Loans with respect to which foreclosure proceedings have been initiated
and the book value of any Mortgaged Property acquired by the Mortgage Trust Fund
through foreclosure, deed in lieu of foreclosure or other exercise of the
Mortgage Trust Fund"s security interest in the Mortgaged Property.
Section 3.13. ANNUAL STATEMENT AS TO COMPLIANCE. The Master Servicer shall
deliver to the Trustee, on or before April 30 of each year, beginning with the
first April 30 succeeding the Cut-Off Date by at least six months, an Officer"s
Certificate stating as to the signer thereof, that (i) a review of the
activities of the Master Servicer during the preceding calendar year and
performance under this Agreement has been made under such officer"s supervision,
and (ii) to the best of such officer"s knowledge, based on such review, the
Master Servicer has fulfilled all its obligations under this Agreement
throughout such year, or, if there has been a default in the fulfillment of any
such obligation, specifying each such default known to such officer and the
nature and status thereof. Copies of such statement shall be provided by the
Master Servicer to Certificateholders upon request or by the Trustee (solely to
the extent that such copies are available to the Trustee) at the expense of the
Master Servicer, should the Master Servicer fail to so provide such copies.
Section 3.14. ACCESS TO CERTAIN DOCUMENTATION AND INFORMATION REGARDING
THE MORTGAGE LOANS. In the event that the Certificates are legal for investment
by federally-insured savings associations, the Master Servicer shall provide to
the OTS, the FDIC and the supervisory agents and examiners of the OTS and the
FDIC access to the documentation regarding the Mortgage Loans required by
applicable regulations of the OTS or the FDIC, as applicable, and shall in any
event provide such access to the documentation regarding the Mortgage Loans to
the Trustee and its representatives, such access being afforded without charge,
but only upon reasonable request and during normal business hours at the offices
of the Master Servicer designated by it.
Section 3.15. ANNUAL INDEPENDENT PUBLIC ACCOUNTANTS" SERVICING REPORT. On
or before April 30 of each year, beginning with the first April 30 succeeding
the Cut-Off Date by at least six months, the Master Servicer, at its expense,
shall cause a firm of independent public accountants to furnish a statement to
the Trustee to the effect that, in connection with the firm"s examination of the
Master Servicer"s financial statements as of the previous December 31, nothing
came to their attention that indicated that the Master Servicer was not in
compliance with Section 3.02, Section 3.03, Section 3.04, Section 3.05, Section
3.11, Section 3.12 and Section 3.13 of this Agreement, except for (i) such
exceptions as such firm believes to be immaterial, and (ii) such other
exceptions as are set forth in such statement.
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Section 3.16. MAINTENANCE OF THE RESERVE FUND; COLLECTIONS THEREUNDER. On
or prior to the Closing Date, the Master Servicer shall cause to be established
and maintained the Reserve Fund in the Reserve Fund Initial Amount to provide
coverage to the Class A3-L Certificates for Uncompensated Interest Shortfall
allocable to such Certificates. With respect to any Distribution Date where the
Master Servicer determines that an Uncompensated Interest Shortfall exists, the
Master Servicer shall determine the amount of the Uncompensated Interest
Shortfall allocable to the Class A3-L Certificates on such Distribution Date and
shall notify the Trustee by the related Withdrawal Date of such amount. In
accordance with Section 4.03(b), the Trustee shall then withdraw from the
Reserve Fund, to the extent funds are available therein, any amounts needed to
cover such amount of Uncompensated Interest Shortfall allocable to the Class
A3-L Certificates. Withdrawals from the Reserve Fund made pursuant to this
Section 3.16 for such Distribution Date shall be distributed pursuant to Section
4.01 to the Class A3-L Certificates as interest thereon pro rata according to
the amount of Uncompensated Interest Shortfall otherwise allocable to such Class
A3-L Certificates. Upon depletion of the Reserve Fund, any Uncompensated
Interest Shortfall allocable to the Class A3-L Certificates will not be made up
from any other source.
Any amounts withdrawn by the Trustee from the Reserve Fund shall be
deposited in the Certificate Account for distribution to the Class A3-L
Certificateholders as described in the immediately preceding paragraph.
Upon termination of the Mortgage Trust Fund and the Certificate Trust Fund,
the Master Servicer shall promptly remit to the Underwriter any amounts at that
time remaining in the Reserve Fund.
Amounts on deposit in the Reserve Fund shall not be invested.
The Reserve Fund established hereunder, to the extent that it constitutes a
"reserve fund" for purposes of the REMIC Provisions, shall be an "outside
reserve fund" as defined in Treasury Regulation 1.860G-2(h), and in that regard
(i) such fund shall be an outside reserve fund and not an asset of the REMIC,
(ii) such fund shall be owned for federal tax purposes by the Underwriter and
the Underwriter shall report all amounts of income, deduction, gain or loss
accruing therefrom, and (iii) amounts transferred by the REMIC to the Reserve
Fund shall be treated as distributed by the REMIC to the Underwriter.
Section 3.17. [RESERVED.]
Section 3.18. [RESERVED.]
Section 3.19. [RESERVED.]
Section 3.20. [RESERVED.]
Section 3.21. ASSUMPTION OR TERMINATION OF SELLING AND SERVICING CONTRACTS
BY TRUSTEE. In the event the Company or any successor Master Servicer shall for
any reason no longer be the Master Servicer (including by reason of an Event of
Default), the Trustee as trustee hereunder or its designee shall thereupon
assume all of the rights and obligations of the Master Servicer under the
Selling and Servicing Contracts with respect to the Mortgage Loans in the
Mortgage Pool unless the Trustee elects to terminate the Selling and Servicing
Contracts with respect to the
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Mortgage Loans in the Mortgage Pool in accordance with the terms thereof. The
Trustee, its designee or the successor servicer for the Trustee shall be deemed
to have assumed all of the Master Servicer"s interest therein with respect to
the Mortgage Loans and to have replaced the Master Servicer as a party to the
Selling and Servicing Contracts to the same extent as if the rights and duties
under the Selling and Servicing Contracts relating to the Mortgage Loans had
been assigned to the assuming party, except that the Master Servicer shall not
thereby be relieved of any liability or obligations under the Selling and
Servicing Contracts with respect to the Master Servicer"s duties to be performed
prior to its termination hereunder.
The Master Servicer at its expense shall, upon request of the Trustee,
deliver to the assuming party all documents and records relating to the Selling
and Servicing Contracts and the Mortgage Loans then being serviced and an
accounting of amounts collected and held by it and otherwise use its best
efforts to effect the orderly and efficient transfer of the rights and duties
under the Selling and Servicing Contracts relating to the Mortgage Loans to the
assuming party.
ARTICLE IV
PAYMENTS TO CERTIFICATEHOLDERS; PAYMENT OF EXPENSES
Section 4.01. DISTRIBUTIONS TO MORTGAGE TRUST CERTIFICATEHOLDERS.
(a) On each Distribution Date, the Trustee (or any duly appointed Paying
Agent) (i) shall be deemed to have distributed from the Certificate Account the
Mortgage Trust Certificate Distribution Amount to the Mortgage Trust
Certificateholders and to have deposited such amount for their benefit into the
Certificate Account, (ii) from the Certificate Account shall distribute to the
Class R-1 Certificateholders the sum of (a) Excess Liquidation Proceeds and (b)
the amounts to be distributed to the Class R-1 Certificateholders pursuant to
the definition of "Mortgage Trust Certificate Distribution Amount" herein for
such Distribution Date and (iii) withdraw from the Certificate Account the
amounts specified in Section 3.16 and be deemed to have distributed the amounts
so withdrawn to the Class A3-L Certificates in accordance with such Section 3.16
and to have deposited such amount for their benefit into the Certificate
Account, all in accordance with written statements received from the Master
Servicer pursuant to Sections 4.03(b) and 4.03(c), by wire transfer in
immediately available funds for the account of each Certificateholder, or by any
other means of payment acceptable to each Mortgage Trust Certificateholder of
record on the immediately preceding Record Date (other than as provided in
Section 9.01 respecting the final distribution), as specified by each such
Certificateholder and at the address of such Holder appearing in the Certificate
Register. Notwithstanding any other provision of this Agreement, no actual
distributions pursuant to clause (i) of this Section 4.01(a) shall be made on
account of the deemed distributions described in this paragraph except in the
event of a liquidation of the Certificate Trust Fund and not the Mortgage Trust
Fund.
(b) All reductions in the Certificate Principal Balance of a Mortgage Trust
Certificate effected by distributions of principal or allocations of Realized
Losses with respect to Mortgage Loans made on any Distribution Date shall be
binding upon all Holders of such Mortgage Trust Certificate and of any
Certificate issued upon the registration of transfer or exchange therefor or in
lieu thereof, whether or not such distribution is noted on such Mortgage Trust
Certificate. The final distribution of principal of each Mortgage Trust
Certificate (and the final distribution with
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respect to the Class R-1 Certificates upon termination of the Mortgage Trust
Fund) shall be payable in the manner provided above only upon presentation and
surrender thereof on or after the Distribution Date therefor at the office or
agency of the Certificate Registrar specified in the notice delivered pursuant
to Section 4.01(c)(ii) or Section 9.01(b).
(c) Whenever, on the basis of Curtailments, Payoffs and Monthly Payments on
the Mortgage Loans and Insurance Proceeds and Liquidation Proceeds received and
expected to be received during the previous calendar month, the Master Servicer
has notified the Trustee that it believes that the entire remaining unpaid Class
Principal Balance of any Class of Mortgage Trust Certificates will become
distributable on the next Distribution Date, the Trustee, as Holder of the
Mortgage Trust Certificates, will be deemed to have notice that:
(i) each such Mortgage Trust Certificate is to be so retired,
(ii) it is expected that funds sufficient to make such final
distribution will be available in the Certificate Account on such
Distribution Date, and
(ii) if such funds are available, (A) such final distribution
will be payable on such Distribution Date, but only upon cancellation
of such Mortgage Trust Certificate by the Trustee, and (B) no interest
shall accrue on such Mortgage Trust Certificate after such
Distribution Date.
Section 4.02. STATEMENTS TO MORTGAGE TRUST CERTIFICATEHOLDERS. With each
distribution from the Certificate Account on a Distribution Date, the Master
Servicer shall prepare and forward to the Trustee (and to the Company if the
Company is no longer acting as Master Servicer), and the Trustee shall forward
to each Mortgage Trust Certificateholder a statement setting forth, to the
extent applicable, the amount of such distribution that represents principal, if
any, and the amount that represents interest, and such Certificateholder"s
current Certificate Principal Balance, if any, after giving effect to the
distribution of principal made on such Distribution Date.
Upon request by any Mortgage Trust Certificateholder or the Trustee, the
Master Servicer shall forward to such Certificateholder, the Trustee, and the
Company (if the Company is no longer acting as Master Servicer), an additional
report which sets forth with respect to the Mortgage Loans:
(a) The number and aggregate Principal Balance of the Mortgage
Loans delinquent one, two and three months or more;
(b) The (i) number and aggregate Principal Balance of Mortgage
Loans with respect to which foreclosure proceedings have been
initiated, and (ii) number, aggregate book value and aggregate
Principal Balance of Mortgaged Properties acquired through
foreclosure, deed in lieu of foreclosure or other exercise of rights
respecting the Trustee"s security interest in the Mortgage Loans;
(c) The amount of Special Hazard Coverage available to the Senior
Certificates remaining as of the close of business on the applicable
Determination Date;
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(d) The amount of Bankruptcy Coverage available to the Senior
Certificates remaining as of the close of business on the applicable
Determination Date;
(e) The amount of Fraud Coverage available to the Senior
Certificates remaining as of the close of business on the applicable
Determination Date;
(f) The amount of coverage available to the Class A3-L Certificates
under the Reserve Fund as of the close of business on the applicable
Determination Date; and
(g) The amount of Realized Losses allocable to the Mortgage Trust
Certificates on the related Distribution Date and the cumulative
amount of Realized Losses allocated to such Certificates since the
Cut-Off Date.
Upon request by any Mortgage Trust Certificateholder, the Master Servicer,
as soon as reasonably practicable, shall provide the requesting
Certificateholder with such information as is necessary and appropriate, in the
Master Servicer"s sole discretion, for purposes of satisfying applicable
reporting requirements under Rule 144A of the Securities Act.
Section 4.03. ADVANCES BY THE MASTER SERVICER; DISTRIBUTION REPORTS TO THE
TRUSTEE.
(a) To the extent described below, the Master Servicer is obligated to
advance its own funds to the Certificate Account to cover any shortfall between
(i) payments scheduled to be received in respect of the Mortgage Loans, and (ii)
the amounts actually deposited in the Certificate Account on account of such
payments. The Master Servicer"s obligation to make any advance or advances
described in this Section 4.03 is effective only to the extent that such advance
is, in the good faith judgment of the Master Servicer made on or before the
Business Day immediately following the Withdrawal Date, reimbursable from
Insurance Proceeds or Liquidation Proceeds of the related Mortgage Loans or
recoverable as late Monthly Payments with respect to the related Mortgage Loans
or otherwise.
Prior to the close of business on the Business Day immediately following
each Withdrawal Date, the Master Servicer shall determine whether or not it will
make a Monthly P&I Advance on the next succeeding Distribution Date (in the
event that the applicable Servicer fails to make such advances) and shall
furnish a statement to the Trustee, the Paying Agent, if any, and to any
Mortgage Trust Certificateholder, Certificate Trust Certificateholder or
Residual Certificateholder requesting the same, setting forth the aggregate
amount to be distributed on the next succeeding Distribution Date on account of
principal and interest, stated separately. In the event that full scheduled
amounts of principal and interest shall not have been received by or on behalf
of the Master Servicer prior to such Determination Date and the Master Servicer
shall have determined that a Monthly P&I Advance shall be made in accordance
with this Section 4.03, the Master Servicer shall so specify and shall specify
the aggregate amount of such advance.
In the event that the Master Servicer shall be required to make a Monthly
P&I Advance, it shall on the Business Day prior to the related Distribution Date
either (i) deposit in the Certificate Account an amount equal to such Monthly
P&I Advance, (ii) make an appropriate entry in the records of the Certificate
Account that funds in such account being held for future distribution or
withdrawal have been, as permitted by this Section 4.03, used by the Master
Servicer to make such Monthly P&I Advance, or (iii) make advances in the form of
any
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combination of (i) and (ii) aggregating the amount of such Monthly P&I Advance.
Any funds being held for future distribution to Certificateholders and so used
shall be replaced by the Master Servicer by deposit in the Certificate Account
on the Business Day immediately preceding any future Distribution Date to the
extent that funds in the Certificate Account on such Distribution Date shall be
less than payments to Certificateholders required to be made on such date. Under
each Selling and Servicing Contract, the Master Servicer is entitled to receive
from the Custodial Accounts for P&I amounts received by the applicable Servicer
on particular Mortgage Loans as late payments of principal and interest or as
Liquidation or Insurance Proceeds and respecting which the Master Servicer has
made an unreimbursed advance of principal and interest. The Master Servicer is
also entitled to receive other amounts from the Custodial Accounts for P&I to
reimburse itself for prior Nonrecoverable Advances respecting Mortgage Loans
serviced by the applicable Servicer. The Master Servicer shall deposit these
amounts in the Certificate Account prior to withdrawal pursuant to Section 3.05.
In accordance with Section 3.05, Monthly P&I Advances are reimbursable to
the Master Servicer from cash in the Certificate Account to the extent that the
Master Servicer shall determine that any such advances previously made are
Nonrecoverable Advances pursuant to Section 4.04.
(b) If, for any Determination Date, the Master Servicer determines that
there will be an Uncompensated Interest Shortfall, upon notice from the Master
Servicer to the Trustee on the applicable Withdrawal Date, the Trustee shall
make, or cause to be made, as applicable, a Withdrawal from the Reserve Fund and
deposit in the Certificate Account the amount of such Uncompensated Interest
Shortfall allocable to the Class A3-L Certificates, to the extent of the amounts
remaining in the Reserve Fund after applicable Withdrawals.
(c) At least three Business Days prior to each Distribution Date, the
Master Servicer shall provide the Trustee with a statement regarding the amount
of principal and interest, the Residual Distribution Amount and the Excess
Liquidation Proceeds to be distributed to each Class of Mortgage Trust
Certificates, each Class of Certificate Trust Certificates and each Class of
Residual Certificates on such Distribution Date (such amounts to be determined
in accordance with the definitions of "Mortgage Trust Certificate Distribution
Amount" and "Certificate Trust Certificate Distribution Amount," Section 4.01
and Section 4.05 hereof and other related definitions set forth in Article I
hereof).
Section 4.04. NONRECOVERABLE ADVANCES. Any advance previously made by the
applicable Servicer pursuant to its Selling and Servicing Contract or by the
Master Servicer that the Master Servicer shall determine in its good faith
judgment not to be ultimately recoverable from Insurance Proceeds or Liquidation
Proceeds or otherwise of related Mortgage Loans or recoverable as late Monthly
Payments with respect to related Mortgage Loans shall be a Nonrecoverable
Advance. The determination by the Master Servicer that it or the applicable
Servicer has made a Nonrecoverable Advance or that any advance would constitute
a Nonrecoverable Advance, shall be evidenced by an Officer"s Certificate of the
Master Servicer delivered to the Trustee on the Determination Date and detailing
the reasons for such determination. Notwithstanding any other provision of this
Agreement, any insurance policy relating to the Mortgage Loans, or any other
agreement relating to the Mortgage Loans to which the Company or the Master
Servicer is a party, (a) the Company, the Master Servicer, and each Servicer
shall not be obligated to, and shall not, make any advance that, after
reasonable inquiry and in its sole discretion, the Company, the Master Servicer,
or such Servicer shall determine would be a Nonrecoverable Advance, and (b) the
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Company, the Master Servicer, and each Servicer shall be entitled to
reimbursement for any advance as provided in Section 3.05(a)(i), (ii) and (iv)
of this Agreement.
Section 4.05. CERTIFICATE TRUST DISTRIBUTIONS.
(a) On each Distribution Date, the Trustee (or any duly appointed paying
agent) shall withdraw from the Certificate Account, (i) the Certificate Trust
Available Distribution Amount for such Distribution Date and shall distribute,
from the amount so withdrawn, to the extent of the Certificate Trust Available
Distribution Amount, the Certificate Trust Certificate Distribution Amount to
the Certificate Trust Certificates and Class R Certificates and (ii) the amounts
deposited into the Certificate Account pursuant to Section 4.01(a)(iii) for such
Distribution Date and shall distribute, from the amount so withdrawn, such
amount to the Class A-3 Certificates, by wire transfer in immediately available
funds for the account of, or by check mailed to, each Certificate Trust
Certificateholder of record on the immediately preceding Record Date (other than
as provided in Section 9.01 respecting the final distribution), as specified by
each such Certificate Trust Certificateholder and at the address of such Holder
appearing in the Certificate Register.
(b) All reductions in the Certificate Principal Balance of a Certificate
Trust Certificate effected by distributions of principal and all allocations of
Realized Losses made on any Distribution Date shall be binding upon all Holders
of such Certificate Trust Certificate and of any Certificate Trust Certificate
issued upon the registration of transfer or exchange therefor or in lieu
thereof, whether or not such distribution is noted on such Certificate. The
final distribution of principal of each Certificate Trust Certificate (and the
final distribution upon the Class R Certificates upon the termination of the
Certificate Trust Fund) shall be payable in the manner provided above only upon
presentation and surrender thereof on or after the Distribution Date therefor at
the office or agency of the Certificate Registrar specified in the notice
delivered pursuant to Section 4.05(c)(ii) and Section 9.01(b).
(c) Whenever, on the basis of Curtailments, Payoffs and Monthly Payments
on the Mortgage Loans and Insurance Proceeds or Liquidation Proceeds received
and expected to be received during the Prior Period, the Master Servicer has
notified the Trustee that it believes that the entire remaining unpaid Class
Principal Balance of any Class of Certificate Trust Certificates will become
distributable on the next Distribution Date, the Trustee shall, no later than
the 18th day of the month of such Distribution Date, mail or cause to be mailed
to each Person in whose name a Certificate Trust Certificate to be so retired is
registered at the close of business on the Record Date and to the Rating Agency
a notice to the effect that:
(i) it is expected that funds sufficient to make such final
distribution will be available in the Certificate Account on such
Distribution Date, and
(ii) if such funds are available, (A) such final distribution will be
payable on such Distribution Date, but only upon presentation and surrender
of such Certificate Trust Certificate at the office or agency of the
Certificate Registrar maintained for such purpose (the address of which
shall be set forth in such notice), and (B) no interest shall accrue on
such Certificate Trust Certificate after such Distribution Date.
Section 4.06. STATEMENTS TO CERTIFICATE TRUST CERTIFICATEHOLDERS. With
each distribution from the Certificate Account on a Distribution Date, the
Master Servicer shall prepare and forward
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to the Trustee (and to the Company if the Company is no longer acting as Master
Servicer), and the Trustee shall forward to each Certificate Trust
Certificateholder and Class R Certificateholder, a statement setting forth, to
the extent applicable: the amount of such distribution that represents principal
and the amount that represents interest of such Certificateholder"s current
Certificate Principal Balance, if any, after giving effect to the distribution
of principal made on such Distribution Date.
Upon request by any Certificate Trust Certificateholder, Class R
Certificateholder or the Trustee, the Master Servicer shall forward to such
Certificate Trust Certificateholder or Class R Certificateholder, the Trustee
and the Company (if the Company is no longer acting as Master Servicer) an
additional report which sets forth with respect to the Mortgage Loans:
(a) The number and aggregate Principal Balance of the Mortgage
Loans delinquent one, two and three months or more;
(b) The (i) number and aggregate Principal Balance of Mortgage
Loans with respect to which foreclosure proceedings have been
initiated, and (ii) the number and aggregate book value of Mortgaged
Properties acquired through foreclosure, deed in lieu of foreclosure
or other exercise of rights respecting the Trustee"s security interest
in the Mortgage Loans;
(c) The amount of Special Hazard Coverage available to the Class
A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-6, Class A-7,
Class A-8, Class A-9, Class A-10, Class A-11, Class A-12, Class X,
Class P and Class R Certificates remaining as of the close of business
on the applicable Determination Date;
(d) The amount of Bankruptcy Coverage available to the Class
A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-6, Class A-7,
Class A-8, Class A-9, Class A-10, Class A-11, Class A-12, Class X,
Class P and Class R Certificates remaining as of the close of business
on the applicable Determination Date;
(e) The amount of Fraud Coverage available to the Class A-1,
Class A-2, Class A-3, Class A-4, Class A-5, Class A-6, Class A-7,
Class A-8, Class A-9, Class A-10, Class A-11, Class A-12, Class X,
Class P and Class R Certificates remaining as of the close of business
on the applicable Determination Date;
(f) The amount of coverage available to the Class A-3 Certificates
under the Reserve Fund as of the close of business on the applicable
Determination Date; and
(g) The amount of Realized Losses allocable to the Certificate
Trust Certificates and Class R Certificates on the related
Distribution Date and the cumulative amount of Realized Losses
allocated to such Certificates since the Cut-Off Date.
Upon request by any Certificate Trust Certificateholder, the Master
Servicer, as soon as reasonably practicable, shall provide the requesting
Certificateholder with such information as is
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necessary and appropriate, in the Master Servicer"s sole discretion, for
purposes of satisfying applicable reporting requirements under Rule 144A of the
Securities Act.
ARTICLE V
THE CERTIFICATES
Section 5.01. THE CERTIFICATES.
(a) The Regular Interest Certificates and the Residual Certificates shall
be substantially in the forms set forth in Exhibits A, B and C attached hereto,
and shall be executed by the Trustee, authenticated by the Trustee (or any duly
appointed Authenticating Agent) and delivered to or upon the order of the
Company upon receipt by the Trustee of the documents specified in Section 2.01.
The Certificates shall be issuable in Authorized Denominations evidencing
Percentage Interests. Certificates shall be executed by manual or facsimile
signature on behalf of the Trustee by authorized officers of the Trustee.
Certificates bearing the manual or facsimile signatures of individuals who were
at the time of execution the proper officers of the Trustee shall bind the
Trustee, notwithstanding that such individuals or any of them have ceased to
hold such offices prior to the authentication and delivery of such Certificates
or did not hold such offices at the date of such Certificates. No Certificate
shall be entitled to any benefit under this Agreement, or be valid for any
purpose, unless there appears on such Certificate a certificate of
authentication substantially in the form provided for herein executed by the
Trustee or any Authenticating Agent by manual signature, and such certificate
upon any Certificate shall be conclusive evidence, and the only evidence, that
such Certificate has been duly authenticated and delivered hereunder. All
Certificates shall be dated the date of their authentication.
(b) The following definitions apply for purposes of this Section 5.01:
"Disqualified Organization" means any Person which is not a Permitted
Transferee, but does not include any "Pass-Through Entity" which owns or holds a
Residual Certificate and of which a Disqualified Organization, directly or
indirectly, may be a stockholder, partner or beneficiary; "Pass-Through Entity"
means any regulated investment company, real estate investment trust, common
trust fund, partnership, trust or estate, and any organization to which Section
1381 of the Code applies; "Ownership Interest" means, with respect to any
Residual Certificate, any ownership or security interest in such Residual
Certificate, including any interest in a Residual Certificate as the Holder
thereof and any other interest therein whether direct or indirect, legal or
beneficial, as owner or as pledgee; "Transfer" means any direct or indirect
transfer or sale of, or directly or indirectly transferring or selling any
Ownership Interest in a Residual Certificate; and "Transferee" means any Person
who is acquiring by Transfer any Ownership Interest in a Residual Certificate.
(c) Restrictions on Transfers of the Residual Certificates to Disqualified
Organizations are set forth in this Section 5.01(c).
(i) Each Person who has or who acquires any Ownership Interest in a
Residual Certificate shall be deemed by the acceptance or acquisition of
such Ownership Interest to have agreed to be bound by the following
provisions and to have irrevocably authorized the Trustee or its designee
under clause (iii)(A) below to deliver payments to a Person other than such
Person and to negotiate the terms of any mandatory sale under
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clause (iii)(B) below and to execute all instruments of transfer and to do
all other things necessary in connection with any such sale. The rights of
each Person acquiring any Ownership Interest in a Residual Certificate are
expressly subject to the following provisions:
(A) Each Person holding or acquiring any Ownership Interest in a
Residual Certificate shall be a Permitted Transferee and shall promptly
notify the Trustee of any change or impending change in its status as a
Permitted Transferee.
(B) In connection with any proposed Transfer of any Ownership Interest
in a Residual Certificate to a U.S. Person, the Trustee shall require
delivery to it, and shall not register the Transfer of any Residual
Certificate until its receipt of (1) an affidavit and agreement (a
"Transferee Affidavit and Agreement") attached hereto as Exhibit J from the
proposed Transferee, in form and substance satisfactory to the Company,
representing and warranting, among other things, that it is not a Non-U.S.
Person, that such transferee is a Permitted Transferee, that it is not
acquiring its Ownership Interest in the Residual Certificate that is the
subject of the proposed Transfer as a nominee, trustee or agent for any
Person who is not a Permitted Transferee, that for so long as it retains
its Ownership Interest in a Residual Certificate, it will endeavor to
remain a Permitted Transferee, and that it has reviewed the provisions of
this Section 5.01(c) and agrees to be bound by them, and (2) a certificate,
attached hereto as Exhibit I, from the Holder wishing to transfer the
Residual Certificate, in form and substance satisfactory to the Company,
representing and warranting, among other things, that no purpose of the
proposed Transfer is to allow such Holder to impede the assessment or
collection of tax.
(C) Notwithstanding the delivery of a Transferee Affidavit and
Agreement by a proposed Transferee under clause (B) above, if the Trustee
has actual knowledge that the proposed Transferee is not a Permitted
Transferee, no Transfer of an Ownership Interest in a Residual Certificate
to such proposed Transferee shall be effected.
(D) Each Person holding or acquiring any Ownership Interest in a
Residual Certificate agrees by holding or acquiring such Ownership Interest
(i) to require a Transferee Affidavit and Agreement from any other Person
to whom such Person attempts to transfer its Ownership Interest and to
provide a certificate to the Trustee in the form attached hereto as Exhibit
J; (ii) to obtain the express written consent of the Company prior to any
transfer of such Ownership Interest, which consent may be withheld in the
Company"s sole discretion; and (iii) to provide a certificate to the
Trustee in the form attached hereto as Exhibit I.
(ii) The Trustee shall register the Transfer of any Residual
Certificate only if it shall have received the Transferee Affidavit and
Agreement, a certificate of the Holder requesting such transfer in the form
attached hereto as Exhibit J and all of such other documents as shall have
been reasonably required by the Trustee as a condition to such
registration.
(iii) (A) If any "disqualified organization" (as defined in Section
860E(e)(5) of the Code) shall become a holder of a Residual Certificate,
then the last preceding Permitted Transferee shall be restored, to the
extent permitted by law, to all rights and obligations
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as Holder thereof retroactive to the date of registration of such Transfer
of such Residual Certificate. If any Non-U.S. Person shall become a holder
of a Residual Certificate, then the last preceding holder which is a U.S.
Person shall be restored, to the extent permitted by law, to all rights and
obligations as Holder thereof retroactive to the date of registration of
the Transfer to such Non-U.S. Person of such Residual Certificate. If a
transfer of a Residual Certificate is disregarded pursuant to the
provisions of Treasury Regulations Section 1.860E-1 or Section 1.860G-3,
then the last preceding Permitted Transferee shall be restored, to the
extent permitted by law, to all rights and obligations as Holder thereof
retroactive to the date of registration of such Transfer of such Residual
Certificate. The Trustee shall be under no liability to any Person for any
registration of Transfer of a Residual Certificate that is in fact not
permitted by this Section 5.01(c) or for making any payments due on such
Certificate to the holder thereof or for taking any other action with
respect to such holder under the provisions of this Agreement.
(B) If any purported Transferee shall become a Holder of a Residual
Certificate in violation of the restrictions in this Section 5.01(c) and to
the extent that the retroactive restoration of the rights of the Holder of
such Residual Certificate as described in clause (iii)(A) above shall be
invalid, illegal or unenforceable, then the Company shall have the right,
without notice to the Holder or any prior Holder of such Residual
Certificate, to sell such Residual Certificate to a purchaser selected by
the Company on such terms as the Company may choose. Such purported
Transferee shall promptly endorse and deliver each Residual Certificate in
accordance with the instructions of the Company. Such purchaser may be the
Company itself or any affiliate of the Company. The proceeds of such sale,
net of the commissions (which may include commissions payable to the
Company or its affiliates), expenses and taxes due, if any, shall be
remitted by the Company to such purported Transferee. The terms and
conditions of any sale under this clause (iii)(B) shall be determined in
the sole discretion of the Company, and the Company shall not be liable to
any Person having an Ownership Interest in a Residual Certificate as a
result of its exercise of such discretion.
(iv) The Company, on behalf of the Trustee, shall make available, upon
written request from the Trustee, all information necessary to compute any
tax imposed (A) as a result of the Transfer of an Ownership Interest in a
Residual Certificate to any Person who is not a Permitted Transferee,
including the information regarding "excess inclusions" of such Residual
Certificates required to be provided to the Internal Revenue Service and
certain Persons as described in Treasury Regulation Section 1.860D-1(b)(5),
and (B) as a result of any regulated investment company, real estate
investment trust, common trust fund, partnership, trust, estate or
organizations described in Section 1381 of the Code having as among its
record holders at any time any Person who is not a Permitted Transferee.
Reasonable compensation for providing such information may be required by
the Company from such Person.
(v) The provisions of this Section 5.01 set forth prior to this
Section (v) may be modified, added to or eliminated, provided that there
shall have been delivered to the Trustee the following:
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(A) written notification from each Rating Agency to the effect
that the modification, addition to or elimination of such provisions
will not cause such Rating Agency to downgrade its then-current
Ratings of the Certificates; and
(B) an Opinion of Counsel, in form and substance satisfactory to
the Company (as evidenced by a certificate of the Company), to the
effect that such modification, addition to or absence of such
provisions will not cause the Mortgage Trust Fund or the Certificate
Trust Fund to cease to qualify as a REMIC and will not create a risk
that (1) the Mortgage Trust Fund or the Certificate Trust Fund may be
subject to an entity-level tax caused by the Transfer of any Residual
Certificate to a Person which is not a Permitted Transferee or (2) a
Certificateholder or another Person will be subject to a REMIC-related
tax caused by the Transfer of a Residual Certificate to a Person which
is not a Permitted Transferee.
(vi) The following legend shall appear on all Residual Certificates:
ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE
MADE ONLY IF THE PROPOSED TRANSFEREE PROVIDES A TRANSFER AFFIDAVIT TO
THE COMPANY AND THE TRUSTEE THAT (1) SUCH TRANSFEREE IS NOT EITHER (A)
THE UNITED STATES, ANY STATE OR POLITICAL SUBDIVISION THEREOF, ANY
FOREIGN GOVERNMENT, ANY INTERNATIONAL ORGANIZATION, OR ANY AGENCY OR
INSTRUMENTALITY OF ANY OF THE FOREGOING, (B) ANY ORGANIZATION (OTHER
THAN A COOPERATIVE DESCRIBED IN SECTION 521 OF THE CODE) WHICH IS
EXEMPT FROM THE TAX IMPOSED BY CHAPTER 1 OF THE CODE UNLESS SUCH
ORGANIZATION IS SUBJECT TO THE TAX IMPOSED BY SECTION 511 OF THE CODE,
(C) ANY ORGANIZATION DESCRIBED IN SECTION 1381(a)(2)(C) OF THE CODE
(ANY SUCH PERSON DESCRIBED IN THE FOREGOING CLAUSES (A), (B), OR (C)
BEING HEREINAFTER REFERRED TO AS A "DISQUALIFIED ORGANIZATION"), OR
(D) AN AGENT OF A DISQUALIFIED ORGANIZATION AND (2) NO PURPOSE OF SUCH
TRANSFER IS TO ENABLE THE TRANSFEROR TO IMPEDE THE ASSESSMENT OR
COLLECTION OF TAX. SUCH AFFIDAVIT SHALL INCLUDE CERTAIN
REPRESENTATIONS AS TO THE FINANCIAL CONDITION OF THE PROPOSED
TRANSFEREE. NOTWITHSTANDING THE REGISTRATION IN THE CERTIFICATE
REGISTER OF ANY TRANSFER, SALE OR OTHER DISPOSITION OF THIS CLASS [R]
[R-1] CERTIFICATE TO A DISQUALIFIED ORGANIZATION OR AN AGENT OF A
DISQUALIFIED ORGANIZATION, SUCH REGISTRATION SHALL BE DEEMED TO BE OF
NO LEGAL FORCE OR EFFECT WHATSOEVER AND SUCH PERSON SHALL NOT BE
DEEMED TO BE A CERTIFICATEHOLDER FOR ANY PURPOSE HEREUNDER, INCLUDING,
BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON THIS CERTIFICATE.
EACH HOLDER OF THE CLASS [R] [R-1] CERTIFICATE BY ACCEPTANCE OF THIS
CERTIFICATE SHALL BE DEEMED TO HAVE CONSENTED TO THE PROVISIONS OF
THIS PARAGRAPH.
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(vii) Each Holder of the Residual Certificates issued hereunder
having an Authorized Denomination of 0.01%, while not a Disqualified
Organization, is the Tax Matters Person for the related REMIC.
(d) In the case of any Class B-1, Class B-2, Class B-3, Class B-4, Class
B-5, Class B-6 or Residual Certificate presented for registration in the name of
an employee benefit plan or other plan or arrangement subject to the prohibited
transaction provisions of ERISA or Section 4975 of the Code (or comparable
provisions of any subsequent enactments) (a "Plan"), a trustee of any Plan, or
any other Person who is using the "plan assets" of any Plan to effect such
acquisition, the Trustee shall require (i) an Opinion of Counsel acceptable to
and in form and substance satisfactory to the Trustee and the Company to the
effect that the purchase or holding of a Class B-1, Class B-2, Class B-3, Class
B-4, Class B-5, Class B-6 or Residual Certificate is permissible under
applicable law, will not constitute or result in a non-exempt prohibited
transaction under Section 406 of ERISA or Section 4975 of the Code, and will not
subject the Trustee, the Master Servicer or the Company to any obligation or
liability (including obligations or liabilities under Section 406 of ERISA or
Section 4975 of the Code) in addition to those undertaken in this Agreement,
which Opinion of Counsel shall not be an expense of the Trustee, the Master
Servicer or the Company or (ii) only in the case of a Class B-1, Class B-2,
Class B-3, Class B-4, Class B-5 or Class B-6 Certificate, an officer"s
certificate acceptable to and in form and substance satisfactory to the Trustee
and the Company to the effect that the transferee is an insurance company, the
source of funds to be used by it to purchase the Class B-1, Class B-2, Class
B-3, Class B-4, Class B-5 or Class B-6 Certificates is an "insurance company
general account" (within the meaning of Department of Labor Prohibited
Transaction Class Exemption ("PTCE") 95-60), and the purchase is being made in
reliance upon the availability of the exemptive relief afforded under Section
III of PTCE 95-60, which officer"s certificate shall not be an expense of the
Trustee, the Master Servicer or the Company.
(e) No transfer, sale, pledge or other disposition of a Class B-4, Class
B-5 or Class B-6 Certificate shall be made unless such transfer, sale, pledge or
other disposition is made in accordance with this Section 5.01(e) or Section
5.01(f). Each Person who, at any time, acquires any ownership interest in any
Class B-4, Class B-5 or Class B-6 Certificate shall be deemed by the acceptance
or acquisition of such ownership interest to have agreed to be bound by the
following provisions of this Section 5.01(e) and Section 5.01(f), as applicable.
No transfer of a Class B-4, Class B-5 or Class B-6 Certificate shall be deemed
to be made in accordance with this Section 5.01(e) unless such transfer is made
pursuant to an effective registration statement under the Securities Act or
unless the Trustee is provided with the certificates and an Opinion of Counsel,
if required, on which the Trustee may conclusively rely, which establishes or
establish to the Trustee"s satisfaction that such transfer is exempt from the
registration requirements under the Securities Act, as follows: In the event
that a transfer is to be made in reliance upon an exemption from the Securities
Act, the Trustee shall require, in order to assure compliance with the
Securities Act, that the Certificateholder desiring to effect such transfer
certify to the Trustee in writing, in substantially the form attached hereto as
Exhibit F, the facts surrounding the transfer, with such modifications to such
Exhibit F as may be appropriate to reflect the actual facts of the proposed
transfer, and that the Certificateholder"s proposed transferee certify to the
Trustee in writing, in substantially the form attached hereto as Exhibit G, the
facts surrounding the transfer, with such modifications to such Exhibit G as may
be appropriate to reflect the actual facts of the proposed transfer. If such
certificate of the proposed transferee does not contain substantially the
substance of Exhibit G, the Trustee shall require an Opinion of Counsel
satisfactory to it that such transfer
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may be made without registration, which Opinion of Counsel shall not be obtained
at the expense of the Trustee, the Trust Fund or the Company. Such Opinion of
Counsel shall allow for the forwarding, and the Trustee shall forward, a copy
thereof to the Rating Agency. Notwithstanding the foregoing, any Class B-4,
Class B-5 or Class B-6 Certificate may be transferred, sold, pledged or
otherwise disposed of in accordance with the requirements set forth in Section
5.01(f).
(f) Transfers of Class B-4, Class B-5 or Class B-6 Certificates may be made
in accordance with this Section 5.01(f) if the proposed transferee of such
Certificate provides the Trustee and the Company with an investment letter
substantially in the form of Exhibit L attached hereto, which investment letter
shall not be an expense of the Trustee or the Company, and which investment
letter states that, among other things, such transferee (i) is a "qualified
institutional buyer" as defined under Rule 144A, acting for its own account or
the accounts of other "qualified institutional buyers" as defined under Rule
144A, and (ii) is aware that the proposed transferor intends to rely on the
exemption from registration requirements under the Securities Act provided by
Rule 144A. Notwithstanding the foregoing, the proposed transferee of such
Certificate shall not be required to provide the Trustee or the Company with
Annex 1 or Annex 2 to the form of Exhibit L attached hereto if the Company so
consents prior to each such transfer. Such transfers shall be deemed to have
complied with the requirements of this Section 5.01(f). The Holder of a
Certificate desiring to effect such transfer does hereby agree to indemnify the
Trustee, the Company, and the Certificate Registrar against any liability that
may result if transfer is not made in accordance with this Agreement.
Section 5.02. CERTIFICATES ISSUABLE IN CLASSES; DISTRIBUTIONS OF PRINCIPAL
AND INTEREST; AUTHORIZED DENOMINATIONS. The aggregate principal amount of
Mortgage Trust Certificates or the Certificate Trust Certificates, as
applicable, that may be authenticated and delivered under this Agreement is
limited to the aggregate Principal Balance of the Mortgage Loans as of the
Cut-Off Date, as specified in the Preliminary Statement to this Agreement,
except for Certificates authenticated and delivered upon registration of
transfer of, or in exchange for, or in lieu of, other Certificates pursuant to
Section 5.03. Such aggregate principal amount shall be allocated among one or
more Classes having designations, types of interests, initial per annum
Remittance Rates, initial Class Principal Balances and last scheduled
Distribution Dates as specified in the Preliminary Statement to this Agreement.
The aggregate Percentage Interest of each Class of Certificates of which the
Class Principal Balance equals zero as of the Cut-Off Date that may be
authenticated and delivered under this Agreement is limited to 100%.
Certificates shall be issued in Authorized Denominations.
Section 5.03. REGISTRATION OF TRANSFER AND EXCHANGE OF CERTIFICATES. The
Trustee shall cause to be maintained at one of its offices or at its designated
agent, a Certificate Register in which there shall be recorded the name and
address of each Certificateholder. Subject to such reasonable rules and
regulations as the Trustee may prescribe, the Certificate Register shall be
amended from time to time by the Trustee or its agent to reflect notice of any
changes received by the Trustee or its agent pursuant to Section 10.06. The
Trustee hereby appoints itself as the initial Certificate Registrar.
Upon surrender for registration of transfer of any Certificate at the
office or agency maintained for such purpose pursuant to Section 6.05, the
Trustee shall execute, and the Trustee or any Authenticating Agent shall
authenticate and deliver, in the name of the designated transferee or
transferees, one or more new Certificates of Authorized Denominations of like
Percentage
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Interest. At the option of the Certificateholders, Certificates may be exchanged
for other Certificates in Authorized Denominations of like Percentage Interest,
upon surrender of the Certificates to be exchanged at any such office or agency.
Whenever any Certificates are so surrendered for exchange, the Trustee shall
execute, and the Trustee, or any Authenticating Agent, shall authenticate and
deliver, the Certificates which the Certificateholder making the exchange is
entitled to receive. Every Certificate presented or surrendered for transfer
shall (if so required by the Trustee or any Authenticating Agent) be duly
endorsed by, or be accompanied by a written instrument of transfer in form
satisfactory to the Trustee or any Authenticating Agent and duly executed by,
the Holder thereof or such Holder"s attorney duly authorized in writing.
A reasonable service charge may be made for any such exchange or transfer
of Certificates, and the Trustee may require payment of a sum sufficient to
cover any tax or governmental charge that may be imposed in connection with any
exchange or transfer of Certificates.
All Certificates surrendered for exchange or transfer shall be cancelled by
the Trustee or any Authenticating Agent.
Section 5.04. MUTILATED, DESTROYED, LOST OR STOLEN CERTIFICATES. If (i)
any mutilated Certificate is surrendered to the Trustee or any Authenticating
Agent, or (ii) the Trustee or any Authenticating Agent receives evidence to
their satisfaction of the destruction, loss or theft of any Certificate, and
there is delivered to the Trustee or any Authenticating Agent such security or
indemnity as may be required by them to save each of them harmless, then, in the
absence of notice to the Trustee or any Authenticating Agent that such
Certificate has been acquired by a bona fide purchaser, the Trustee shall
execute and the Trustee or any Authenticating Agent shall authenticate and
deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or
stolen Certificate, a new Certificate of like Percentage Interest. Upon the
issuance of any new Certificate under this Section 5.04, the Trustee or any
Authenticating Agent may require the payment of a sum sufficient to cover any
tax or other governmental charge that may be imposed in relation thereto and any
other expenses (including the fees and expenses of the Trustee or any
Authenticating Agent) connected therewith. Any replacement Certificate issued
pursuant to this Section 5.04 shall constitute complete and indefeasible
evidence of ownership in the Mortgage Trust Fund or the Certificate Trust Fund,
as applicable, as if originally issued, whether or not the lost or stolen
Certificate shall be found at any time.
Section 5.05. PERSONS DEEMED OWNERS. The Company, the Master Servicer, the
Trustee and any agent of any of them may treat the Person in whose name any
Certificate is registered as the owner of such Certificate for the purpose of
receiving distributions pursuant to Section 4.01 and Section 4.05 and for all
other purposes whatsoever, and neither the Company, the Master Servicer, the
Trustee, the Certificate Registrar nor any agent of the Company, the Master
Servicer or the Trustee shall be affected by notice to the contrary.
Section 5.06. TEMPORARY CERTIFICATES. Upon the initial issuance of the
Certificates, the Trustee may execute, and the Trustee or any Authenticating
Agent shall authenticate and deliver, temporary Certificates which are printed,
lithographed, typewritten or otherwise produced, in any Authorized Denomination,
of the tenor of the definitive Certificates in lieu of which they are issued and
with such variations in form from the forms of the Certificates set forth as
Exhibits A, B and C hereto as the Trustee"s officers executing such Certificates
may determine, as evidenced by their
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execution of the Certificates. Notwithstanding the foregoing, the Certificates
may remain in the form set forth in this definition of "Temporary Certificates."
If temporary Certificates are issued, the Trustee shall cause definitive
Certificates to be prepared within ten Business Days of the Closing Date or as
soon as practicable thereafter. After preparation of definitive Certificates,
the temporary Certificates shall be exchangeable for definitive Certificates
upon surrender of the temporary Certificates at the office or agency of the
Trustee to be maintained as provided in Section 5.10 hereof, without charge to
the holder. Any tax or governmental charge that may be imposed in connection
with any such exchange shall be borne by the Master Servicer. Upon surrender for
cancellation of any one or more temporary Certificates, the Trustee shall
execute and the Trustee or any Authenticating Agent shall authenticate and
deliver in exchange therefor a like principal amount of definitive Certificates
of Authorized Denominations. Until so exchanged, the temporary Certificates
shall in all respects be entitled to the same benefits under this Agreement as
definitive Certificates.
Section 5.07. BOOK-ENTRY FOR BOOK-ENTRY CERTIFICATES. Notwithstanding the
foregoing, the Book-Entry Certificates, upon original issuance, shall be issued
in the form of one or more typewritten Certificates of Authorized Denomination
representing the Book-Entry Certificates, to be delivered to DTC, the initial
Clearing Agency, by, or on behalf of, the Company, except that one Book-Entry
Certificate of each Class of Book-Entry Certificates may be issued in a
denomination less than $1 and, if so issued, shall be held in physical
certificate form directly by the holder thereof. The Book-Entry Certificates
shall initially be registered on the Certificate Register in the name of Cede &
Co., the nominee of DTC, as the initial Clearing Agency, and no Beneficial
Holder shall receive a definitive certificate representing such Beneficial
Holder"s interest in any Class of Book-Entry Certificate, except as provided
above and in Section 5.09. Each Book-Entry Certificate shall bear the following
legend:
Unless this Certificate is presented by an authorized representative
of The Depository Trust Company, a New York corporation ("DTC"), to
the Trustee or its agent for registration of transfer, exchange, or
payment, and any Certificate issued is registered in the name of Cede
& Co. or such other name as is requested by an authorized
representative of DTC (and any payment is made to Cede & Co. or to
such other entity as is requested by an authorized representative of
DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.
Unless and until definitive, fully registered Book-Entry Certificates (the
"Definitive Certificates") have been issued to the Beneficial Holders pursuant
to Section 5.09:
(a) the provisions of this Section 5.07 shall be in full force and
effect with respect to the Book-Entry Certificates;
(b) the Master Servicer and the Trustee may deal with the Clearing
Agency for all purposes with respect to the Book-Entry Certificates
(including the making of distributions on the Book-Entry Certificates) as
the sole Certificateholder;
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(c) to the extent that the provisions of this Section 5.07 conflict
with any other provisions of this Agreement, the provisions of this Section
5.07 shall control; and
(d) the rights of the Beneficial Holders shall be exercised only
through the Clearing Agency and the DTC Participants and shall be limited
to those established by law and agreements between such Beneficial Holders
and the Clearing Agency and/or the DTC Participants. Pursuant to the
Depositary Agreement, unless and until Definitive Certificates are issued
pursuant to Section 5.09, the initial Clearing Agency will make book-entry
transfers among the DTC Participants and receive and transmit distributions
of principal and interest on the related Class of Book-Entry Certificates
to such DTC Participants.
For purposes of any provision of this Agreement requiring or permitting
actions with the consent of, or at the direction of, Holders of Book-Entry
Certificates evidencing a specified Percentage Interest, such direction or
consent may be given by the Clearing Agency at the direction of Beneficial
Holders owning Book-Entry Certificates evidencing the requisite Percentage
Interest represented by the Book-Entry Certificates. The Clearing Agency may
take conflicting actions with respect to the Book-Entry Certificates to the
extent that such actions are taken on behalf of the Beneficial Holders.
Section 5.08. NOTICES TO CLEARING AGENCY. Whenever notice or other
communication to the Certificateholders is required under this Agreement, unless
and until Definitive Certificates shall have been issued to the related
Certificateholders pursuant to Section 5.09, the Trustee shall give all such
notices and communications specified herein to be given to Holders of the
Book-Entry Certificates to the Clearing Agency which shall give such notices and
communications to the related DTC Participants in accordance with its applicable
rules, regulations and procedures.
Section 5.09. DEFINITIVE CERTIFICATES. If (a) the Master Servicer notifies
the Trustee in writing that the Clearing Agency is no longer willing or able to
discharge properly its responsibilities under the Depositary Agreement with
respect to the Book-Entry Certificates and the Trustee or the Master Servicer is
unable to locate a qualified successor, (b) the Master Servicer, at its option,
advises the Trustee in writing that it elects to terminate the book-entry system
with respect to the Book-Entry Certificates through the Clearing Agency or (c)
after the occurrence of an Event of Default, Certificateholders holding
Book-Entry Certificates evidencing Percentage Interests aggregating not less
than 66% of the aggregate Class Principal Balance of such Certificates advise
the Trustee and the Clearing Agency through DTC Participants in writing that the
continuation of a book-entry system with respect to the Book-Entry Certificates
through the Clearing Agency is no longer in the best interests of the
Certificateholders with respect to such Certificates, the Trustee shall notify
all Certificateholders of Book-Entry Certificates of the occurrence of any such
event and of the availability of Definitive Certificates. Upon surrender to the
Trustee of the Book-Entry Certificates by the Clearing Agency, accompanied by
registration instructions from the Clearing Agency for registration, the Trustee
shall execute and the Trustee or any Authenticating Agent shall authenticate and
deliver the Definitive Certificates. Neither the Company, the Master Servicer
nor the Trustee shall be liable for any delay in delivery of such instructions
and may conclusively rely on, and shall be protected in relying on, such
instructions. Upon the issuance of Definitive Certificates for all of the
Certificates all references herein to obligations imposed upon or to be
performed by the Clearing Agency shall be deemed to be imposed upon and
performed by the Trustee, to the extent applicable with respect to such
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Definitive Certificates, and the Trustee shall recognize the Holders of
Definitive Certificates as Certificateholders hereunder.
Section 5.10. OFFICE FOR TRANSFER OF CERTIFICATES. The Trustee shall
maintain in New York, New York, an office or agency where Certificates may be
surrendered for registration of transfer or exchange. First Trust of New York,
National Association, 100 Wall Street, Suite 1600, New York, New York 10005,
Attention: Glenn Anderson, is initially designated for said purposes.
ARTICLE VI
THE COMPANY AND THE MASTER SERVICER
Section 6.01. LIABILITY OF THE COMPANY AND THE MASTER SERVICER. The
Company and the Master Servicer shall be liable in accordance herewith only to
the extent of the obligations specifically imposed upon and undertaken by the
Company or the Master Servicer, as applicable, herein.
Section 6.02. MERGER OR CONSOLIDATION OF THE COMPANY OR THE MASTER
SERVICER. Any corporation into which the Company or the Master Servicer may be
merged or consolidated, or any corporation resulting from any merger, conversion
or consolidation to which the Company or the Master Servicer shall be a party,
or any corporation succeeding to the business of the Company or the Master
Servicer, shall be the successor of the Company or the Master Servicer
hereunder, without the execution or filing of any paper or any further act on
the part of any of the parties hereto, anything herein to the contrary
notwithstanding.
Section 6.03. LIMITATION ON LIABILITY OF THE COMPANY, THE MASTER SERVICER
AND OTHERS. Neither the Company nor the Master Servicer nor any of the
directors, officers, employees or agents of the Company or the Master Servicer
shall be under any liability to the Mortgage Trust Fund or the Certificate Trust
Fund or the Certificateholders for any action taken by such Person or by a
Servicer or for such Person"s or Servicer"s refraining from the taking of any
action in good faith pursuant to this Agreement, or for errors in judgment;
provided, however, that this provision shall not protect the Company, the Master
Servicer or any such Person against any liability which would otherwise be
imposed by reason of willful misfeasance, bad faith or gross negligence in the
performance of duties or by reason of reckless disregard of duties and
obligations hereunder. The Company, the Master Servicer and any director,
officer, employee or agent of the Company or the Master Servicer may rely in
good faith on any document of any kind properly executed and submitted by any
Person respecting any matters arising hereunder. The Company, the Master
Servicer and any director, officer, employee or agent of the Company or the
Master Servicer shall be indemnified by the Mortgage Trust Fund and the
Certificate Trust Fund and held harmless against any loss, liability or expense
incurred in connection with any legal action relating to this Agreement or the
Certificates, other than any loss, liability or expense relating to any Mortgage
Loan (other than as otherwise permitted in this Agreement) or incurred by reason
of willful misfeasance, bad faith or gross negligence in the performance of
duties hereunder or by reason of reckless disregard of obligations and duties
hereunder. The Company and the Master Servicer shall not be under any obligation
to appear in, prosecute or defend any legal action which is not incidental to
its duties to service the Mortgage Loans in accordance with this Agreement and
which in its opinion may involve it in any expense or liability; provided,
however, that the Company or the Master Servicer may in its discretion undertake
any such action which it may
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deem necessary or desirable with respect to the Mortgage Loans, this Agreement,
the Certificates or the rights and duties of the parties hereto and the
interests of the Certificateholders hereunder. In such event, the legal expenses
and costs of such action and any liability resulting therefrom shall be
expenses, costs and liabilities of the Mortgage Trust Fund and the Certificate
Trust Fund and the Company and the Master Servicer shall be entitled to be
reimbursed therefor out of the Certificate Account, as provided by Section 3.05.
Section 6.04. THE COMPANY AND MASTER SERVICER NOT TO RESIGN. The Company
shall not resign from the obligations and duties (including, without limitation,
its obligations and duties as initial Master Servicer) hereby imposed on it
except upon determination that its duties hereunder are no longer permissible
under applicable law. Any successor Master Servicer shall not resign from the
obligations and duties hereby imposed on it except upon determination that its
duties hereunder are no longer permissible under applicable law. Any such
determination permitting the resignation of the Company or any successor Master
Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to
the Trustee. No such resignation shall become effective until the Trustee or a
successor Master Servicer shall have assumed the Master Servicer"s
responsibilities and obligations in accordance with Section 7.02 hereof.
If the Company is no longer acting as Master Servicer, then the successor
Master Servicer shall give prompt written notice to the Company of any
information received by such successor Master Servicer which affects or relates
to an ongoing obligation or right of the Company under this Agreement.
ARTICLE VII
DEFAULT
Section 7.01. EVENTS OF DEFAULT. (a) In case one or more of the following
Events of Default by the Company, either in its own capacity or in its capacity
as Master Servicer or by a successor Master Servicer shall occur and be
continuing, that is to say:
(i) Any failure by the Master Servicer to distribute to
Certificateholders any payment required to be made under the terms of
the Certificates and this Agreement which continues unremedied for a
period of ten days after the date upon which written notice of such
failure, requiring the same to be remedied, shall have been given to
the Master Servicer by the Trustee or to the Master Servicer and the
Trustee by the Holders of Certificates evidencing Percentage Interests
aggregating not less than 25% of the Certificate Trust Fund; or
(ii) Failure on the part of the Master Servicer duly to observe
or perform in any material respect any other of the covenants or
agreements on the part of the Master Servicer contained in the
Certificates or in this Agreement which continues unremedied for a
period of 60 days after the date on which written notice of such
failure, requiring the same to be remedied, shall have been given to
the Master Servicer by the Trustee, or to the Master Servicer and the
Trustee by the Holders of Certificates
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evidencing Percentage Interests aggregating not less than 25% of the
Certificate Trust Fund; or
(iii) A decree or order of a court or agency or supervisory
authority having jurisdiction in the premises for the appointment of a
trustee in bankruptcy, conservator or receiver or liquidator in any
bankruptcy, insolvency, readjustment of debt, marshalling of assets
and liabilities or similar proceedings, or for the winding-up or
liquidation of its affairs, shall have been entered against the Master
Servicer and such decree or order shall have remained in force
undischarged or unstayed for a period of 60 days; or
(iv) The Master Servicer shall consent to the appointment of a
trustee in bankruptcy, conservator or receiver or liquidator in any
bankruptcy, insolvency, readjustment of debt, marshalling of assets
and liabilities or similar proceedings of or relating to the Master
Servicer or of or relating to all or substantially all of its
property; or
(v) The Master Servicer shall admit in writing its inability to
pay its debts generally as they become due, file a petition to take
advantage of any applicable bankruptcy, insolvency or reorganization
statute, make an assignment for the benefit of its creditors, or
voluntarily suspend payment of its obligations; or
(vi) Any failure of the Master Servicer to make any Monthly P&I
Advance (other than a Nonrecoverable Advance) which continues
unremedied at the opening of business on the Distribution Date in
respect of which such Monthly P&I Advance was to have been made;
then, and in each and every such case, so long as an Event of Default shall not
have been remedied, either the Trustee, or the Holders of Certificates
evidencing Percentage Interests aggregating not less than 25% of the Certificate
Trust Fund, by notice in writing to the Company and the Master Servicer (and to
the Trustee if given by the Certificateholders, in which case such notice shall
set forth evidence reasonably satisfactory to the Trustee that such Event of
Default has occurred and shall not have been remedied) may terminate all of the
rights (other than its right to reimbursement for advances) and obligations of
the Master Servicer, including its right to the Master Servicing Fee, under this
Agreement and in and to the Mortgage Loans and the proceeds thereof, if any.
Such determination shall be final and binding. On or after the receipt by the
Master Servicer of such written notice, all authority and power of the Master
Servicer under this Agreement, whether with respect to the Certificates or the
Mortgage Loans or otherwise, shall pass to and be vested in the Trustee pursuant
to and under this Section 7.01; and, without limitation, the Trustee is hereby
authorized and empowered to execute and deliver, on behalf of the Master
Servicer, as attorney-in-fact or otherwise, any and all documents and other
instruments, and to do or accomplish all other acts or things necessary or
appropriate to effect the purposes of such notice of termination, whether to
complete the transfer and endorsement or assignment of the Mortgage Loans and
related documents, or otherwise. The Master Servicer agrees to cooperate with
the Trustee in effecting the termination of the Master Servicer"s
responsibilities and rights hereunder, including, without limitation, the
transfer to the Trustee for administration by it of all cash amounts
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which shall at the time be credited by the Master Servicer to the Certificate
Account or thereafter be received with respect to the Mortgage Loans.
Notwithstanding the foregoing, if an Event of Default described in clause
(vi) of this Section 7.01(a) shall occur, the Trustee shall, by notice in
writing to the Master Servicer, which may be delivered by telecopy, immediately
suspend all of the rights and obligations of the Master Servicer thereafter
arising under this Agreement, but without prejudice to any rights it may have as
a Certificateholder or to reimbursement of Monthly P&I Advances and other
advances of its own funds, and the Trustee shall act as provided in Section 7.02
to carry out the duties of the Master Servicer, including the obligation to make
any Monthly P&I Advance the nonpayment of which was an Event of Default
described in clause (vi) of this Section 7.01(a). Any such action taken by the
Trustee must be prior to the distribution on the relevant Distribution Date. If
the Master Servicer shall within two Business Days following such suspension
remit to the Trustee the amount of any Monthly P&I Advance the nonpayment of
which by the Master Servicer was an Event of Default described in clause (vi) of
this Section 7.01(a), the Trustee shall permit the Master Servicer to resume its
rights and obligations as Master Servicer hereunder. The Master Servicer agrees
that it will reimburse the Trustee for actual, necessary and reasonable costs
incurred by the Trustee because of action taken pursuant to clause (vi) of this
Section 7.01(a). The Master Servicer agrees that if an Event of Default as
described in clause (vi) of this Section 7.01(a) shall occur more than two times
in any twelve month period, the Trustee shall be under no obligation to permit
the Master Servicer to resume its rights and obligations as Master Servicer
hereunder.
(b) In the event the Company is no longer acting as Master Servicer, in
case one or more of the following Events of Default by the Company shall occur
and be continuing, that is to say:
(i) Failure on the part of the Company duly to observe or perform in
any material respect any of the covenants or agreements on the part of the
Company contained in the Certificates or in this Agreement which continues
unremedied for a period of 60 days after the date on which written notice
of such failure, requiring the same to be remedied, shall have been given
to the Company by the Trustee, or to the Company and the Trustee by the
Holders of Certificates evidencing Percentage Interests aggregating not
less than 25% of the Certificate Trust Fund; or
(ii) A decree or order of a court or agency or supervisory authority
having jurisdiction in the premises for the appointment of a trustee in
bankruptcy, conservator or receiver or liquidator in any bankruptcy,
insolvency, readjustment of debt, marshalling of assets and liabilities or
similar proceedings, or for the winding-up or liquidation of its affairs,
shall have been entered against the Company and such decree or order shall
have remained in force undischarged or unstayed for a period of 60 days; or
(iii) The Company shall consent to the appointment of a trustee in
bankruptcy, conservator or receiver or liquidator in any bankruptcy,
insolvency, readjustment of debt, marshalling of assets and liabilities or
similar proceedings of or relating to the Company or of or relating to all
or substantially all of its property; or
(iv) The Company shall admit in writing its inability to pay its debts
generally as they become due, file a petition to take advantage of any
applicable bankruptcy, insolvency or
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reorganization statute, make an assignment for the benefit of creditors, or
voluntarily suspend payment of its obligations;
then, and in each and every such case, so long as such Event of Default shall
not have been remedied, the Holders of Certificates evidencing Percentage
Interests aggregating not less than 25% of the Certificate Trust Fund, by notice
in writing to the Company and the Trustee, may direct the Trustee in accordance
with Section 10.03 to institute an action, suit or proceeding in its own name as
Trustee hereunder to enforce the Company"s obligations hereunder.
(c) In any circumstances in which this Agreement states that
Certificateholders owning Certificates evidencing a certain percentage
Percentage Interest in the Certificate Trust Fund may take certain action, such
action shall be taken by the Trustee, but only if the requisite percentage of
Certificate Trust Certificateholders required under this Agreement for taking
like action or giving like instruction to the Trustee under this Agreement shall
have so directed the Trustee in writing.
Section 7.02. TRUSTEE TO ACT; APPOINTMENT OF SUCCESSOR. On and after the
time the Master Servicer receives a notice of termination pursuant to Section
7.01, the Trustee shall be the successor in all respects to the Master Servicer
under this Agreement and under the Selling and Servicing Contracts with respect
to the Mortgage Loans in the Mortgage Pool and with respect to the transactions
set forth or provided for herein and shall have all the rights and powers and be
subject to all the responsibilities, duties and liabilities relating thereto
arising after the Master Servicer receives such notice of termination placed on
the Master Servicer by the terms and provisions hereof and thereof, and shall
have the same limitations on liability herein granted to the Master Servicer;
provided, that the Trustee shall not under any circumstances be responsible for
any representations and warranties or any Purchase Obligation of the Company or
any liability incurred by the Master Servicer at or prior to the time the Master
Servicer was terminated as Master Servicer and the Trustee shall not be
obligated to make a Monthly P&I Advance if it is prohibited by law from so
doing. As compensation therefor, the Trustee shall be entitled to all funds
relating to the Mortgage Loans which the Master Servicer would have been
entitled to retain or to withdraw from the Certificate Account if the Master
Servicer had continued to act hereunder, except for those amounts due to the
Master Servicer as reimbursement for advances previously made or amounts
previously expended and are otherwise reimbursable hereunder. Notwithstanding
the above, the Trustee may, if it shall be unwilling to so act, or shall if it
is unable to so act, appoint, or petition a court of competent jurisdiction to
appoint, any established housing and home finance institution having a net worth
of not less than $10,000,000 as the successor to the Master Servicer hereunder
in the assumption of all or any part of the responsibilities, duties or
liabilities of the Master Servicer hereunder. Pending any such appointment, the
Trustee is obligated to act in such capacity. In connection with such
appointment and assumption, the Trustee may make such arrangements for the
compensation of such successor out of payments on Mortgage Loans as it and such
successor shall agree; provided, however, that no such compensation shall,
together with the compensation to the Trustee, be in excess of that permitted
the Master Servicer hereunder. The Trustee and such successor shall take such
actions, consistent with this Agreement, as shall be necessary to effectuate any
such succession.
Section 7.03. NOTIFICATION TO CERTIFICATEHOLDERS. Upon any such
termination or appointment of a successor to the Master Servicer, the Trustee
shall give prompt written notice thereof to Certificateholders at their
respective addresses appearing in the Certificate Register.
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ARTICLE VIII
CONCERNING THE TRUSTEE
Section 8.01. DUTIES OF TRUSTEE.
(a) The Trustee, prior to the occurrence of an Event of Default and after
the curing of all Events of Default which may have occurred, undertakes to
perform such duties and only such duties as are specifically set forth in this
Agreement. In case an Event of Default has occurred (which has not been cured or
waived) the Trustee shall exercise such of the rights and powers vested in it by
this Agreement, and use the same degree of care and skill in its exercise as a
prudent person would exercise or use under the circumstances in the conduct of
such person"s own affairs.
(b) The Trustee, upon receipt of all resolutions, certificates, statements,
opinions, reports, documents, orders or other instruments furnished to the
Trustee which are specifically required to be furnished pursuant to any
provision of this Agreement, shall examine them to determine whether they are in
the form required by this Agreement; provided, however, that the Trustee shall
not be responsible for the accuracy or content of any such certificate,
statement, opinion, report, or other order or instrument furnished by the
Company or Master Servicer to the Trustee pursuant to this Agreement.
(c) No provision of this Agreement shall be construed to relieve the
Trustee from liability for its own negligent action, its own negligent failure
to act or its own willful misconduct; provided, however, that:
(i) Prior to the occurrence of an Event of Default and after the
curing of all such Events of Default which may have occurred, the duties
and obligations of the Trustee shall be determined solely by the express
provisions of this Agreement, the Trustee shall not be liable except for
the performance of such duties and obligations as are specifically set
forth in this Agreement, no implied covenants or obligations shall be read
into this Agreement against the Trustee, and, in the absence of bad faith
on the part of the Trustee, the Trustee may conclusively rely, as to the
truth of the statements and the correctness of the opinions expressed
therein, upon any certificates or opinions furnished to the Trustee and
conforming to the requirements of this Agreement; and
(ii) The Trustee shall not be personally liable with respect to any
action taken or omitted to be taken by it in good faith in accordance with
the direction of the Certificateholders holding Certificates which evidence
Percentage Interests aggregating not less than 25% of the Certificate Trust
Fund relating to the time, method and place of conducting any proceeding
for any remedy available to the Trustee, or relating to the exercise of any
trust or power conferred upon the Trustee under this Agreement.
(d) Within ten days after the occurrence of any Event of Default known to
the Trustee, the Trustee shall transmit by mail to the Rating Agency notice of
each Event of Default. Within 90 days after the occurrence of any Event of
Default known to the Trustee, the Trustee shall
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transmit by mail to all Certificateholders (with a copy to the Rating Agency)
notice of each Event of Default, unless such Event of Default shall have been
cured or waived; provided, however, the Trustee shall be protected in
withholding such notice if and so long as a Responsible Officer of the Trustee
in good faith determines that the withholding of such notice is in the best
interests of the Certificateholders; and provided, further, that in the case of
any Event of Default of the character specified in Section 7.01(i) and Section
7.01(ii) no such notice to Certificateholders or to the Rating Agency shall be
given until at least 30 days after the occurrence thereof.
Section 8.02. CERTAIN MATTERS AFFECTING THE TRUSTEE. Except as otherwise
provided in Section 8.01:
(i) The Trustee may request and rely upon and shall be protected in
acting or refraining from acting upon any resolution, Officer"s
Certificate, certificate of auditors or any other certificate, statement,
instrument, opinion, report, notice, request, consent, order, approval,
bond or other paper or document believed by it to be genuine and to have
been signed or presented by the proper party or parties;
(ii) The Trustee may consult with counsel and any Opinion of Counsel
shall be full and complete authorization and protection in respect of any
action taken or suffered or omitted by it hereunder in good faith and in
accordance with such Opinion of Counsel;
(iii) The Trustee shall not be personally liable for any action taken
or omitted by it in good faith and reasonably believed by it to be
authorized or within the discretion or rights or powers conferred upon it
by this Agreement;
(iv) Prior to the occurrence of an Event of Default hereunder and
after the curing of all Events of Default which may have occurred, the
Trustee shall not be bound to make any investigation into the facts or
matters stated in any resolution, certificate, statement, instrument,
opinion, report, notice, request, consent, order, approval, bond or other
paper or document, unless requested in writing to do so by the Holders of
Certificates evidencing Percentage Interests aggregating not less than 25%
of the Certificate Trust Fund; provided, however, that if the payment
within a reasonable time to the Trustee of the costs, expenses or
liabilities likely to be incurred by it in the making of such investigation
is, in the opinion of the Trustee, not reasonably assured to the Trustee by
the security, if any, afforded to it by the terms of this Agreement, the
Trustee may require reasonable indemnity against such expense or liability
as a condition to proceeding;
(v) The Trustee may execute the trust or any of the powers hereunder
or perform any duties hereunder either directly or by or through agents or
attorneys; and
(vi) The Trustee shall not be deemed to have knowledge or notice of
any matter, including without limitation an Event of Default, unless
actually known by a Responsible Officer, or unless written notice thereof
referencing this
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Agreement or the Certificates is received at the Corporate Trust Office at
the address set forth in Section 10.06.
Section 8.03. TRUSTEE NOT LIABLE FOR CERTIFICATES OR MORTGAGE LOANS. The
recitals contained herein (other than those relating to the due organization,
power and authority of the Trustee) and in the Certificates (other than the
execution of, and certificate of authentication on, the Certificates) shall be
taken as the statements of the Company and the Trustee assumes no responsibility
for their correctness. The Trustee makes no representations as to the validity
or sufficiency of this Agreement or of the Certificates or any Mortgage Loan.
The Trustee shall not be accountable for the use or application by the Company
of any of the Certificates or of the proceeds of such Certificates, or for the
use or application of any funds paid to the Master Servicer, the Servicers or
the Company in respect of the Mortgage Loans or deposited into the Custodial
Account for P&I, any Buydown Fund Account, or the Custodial Accounts for P&I by
any Servicer or into the Investment Account, or the Certificate Account by the
Master Servicer or the Company.
Section 8.04. TRUSTEE MAY OWN CERTIFICATES. The Trustee or any agent or
affiliate of the Trustee, in its individual or any other capacity, may become
the owner or pledgee of Certificates with the same rights it would have if it
were not Trustee.
Section 8.05. THE MASTER SERVICER TO PAY TRUSTEE"S FEES AND EXPENSES.
Subject to any separate written agreement with the Trustee, the Company, as
Master Servicer, covenants and agrees to, and the Master Servicer shall, pay the
Trustee from time to time, and the Trustee shall be entitled to payment, for all
services rendered by it in the execution of the trust hereby created and in the
exercise and performance of any of the powers and duties hereunder of the
Trustee. Except as otherwise expressly provided herein, the Master Servicer
shall pay or reimburse the Trustee upon its request for all reasonable expenses
and disbursements incurred or made by the Trustee in accordance with any of the
provisions of this Agreement and indemnify the Trustee from any loss, liability
or expense incurred by it hereunder (including the reasonable compensation and
the expenses and disbursements of its counsel and of all persons not regularly
in its employ) except any such expense or disbursement as may arise from its
negligence or bad faith. Such obligation shall survive the termination of this
Agreement or resignation or removal of the Trustee. The Master Servicer shall,
at its expense, prepare or cause to be prepared all federal and state income tax
and franchise tax and information returns relating to the Mortgage Trust Fund or
the Certificate Trust Fund required to be prepared or filed by the Trustee and
shall indemnify the Trustee for any liability of the Trustee arising from any
error in such returns.
Section 8.06. ELIGIBILITY REQUIREMENTS FOR TRUSTEE. The Trustee
hereunder shall at all times be (i) an institution insured by the FDIC, (ii) a
corporation or association organized and doing business under the laws of the
United States of America or of any state, authorized under such laws to exercise
corporate trust powers, having a combined capital and surplus of not less than
$50,000,000 and subject to supervision or examination by federal or state
authority and (iii) acceptable to the Rating Agency. If such corporation or
association publishes reports of condition at least annually, pursuant to law or
to the requirements of any aforementioned supervising or examining authority,
then for the purposes of this Section 8.06, the combined capital and surplus of
such corporation shall be deemed to be its combined capital and surplus as set
forth in its most recent report of condition so published. In case at any time
the Trustee shall cease to be eligible
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in accordance with the provisions of this Section 8.06, the Trustee shall resign
immediately in the manner and with the effect specified in Section 8.07.
Section 8.07. RESIGNATION AND REMOVAL OF TRUSTEE. The Trustee may at any
time resign and be discharged from the trusts hereby created by giving written
notice thereof to the Master Servicer. Upon receiving such notice of
resignation, the Master Servicer shall promptly appoint a successor trustee by
written instrument, in duplicate, one copy of which instrument shall be
delivered to the resigning Trustee and one copy to the successor trustee. If no
successor trustee shall have been so appointed and shall have accepted
appointment within 30 days after the giving of such notice of resignation, the
resigning Trustee may petition any court of competent jurisdiction for the
appointment of a successor trustee.
If at any time the Trustee shall cease to be eligible in accordance with
the provisions of Section 8.06 and shall fail to resign after written request
therefor by the Master Servicer, or if at any time the Trustee shall become
incapable of acting, or shall be adjudged bankrupt or insolvent, or a receiver
of the Trustee or of its property shall be appointed, or any public officer
shall take charge or control of the Trustee or of its property or affairs for
the purpose of rehabilitation, conservation or liquidation, then the Master
Servicer may remove the Trustee and appoint a successor trustee by written
instrument, in duplicate, one copy of which instrument shall be delivered to the
Trustee so removed and one copy to the successor.
The Holders of Certificates evidencing Percentage Interests aggregating
more than 50% of the Certificate Trust Fund may at any time remove the Trustee
and appoint a successor trustee by written instrument or instruments, in
triplicate, signed by such Holders or their attorneys in-fact duly authorized,
one complete set of which instruments shall be delivered to the Master Servicer,
one complete set to the Trustee so removed and one complete set to the successor
so appointed.
Any resignation or removal of the Trustee and appointment of a successor
trustee pursuant to any of the provisions of this Section 8.07 shall become
effective upon acceptance of appointment by the successor trustee as provided in
Section 8.08.
Section 8.08. SUCCESSOR TRUSTEE. Any successor trustee appointed as
provided in Section 8.07 shall execute, acknowledge and deliver to the Master
Servicer and to its predecessor trustee an instrument accepting such appointment
hereunder, and thereupon the resignation or removal of the predecessor trustee
shall become effective and such successor trustee, without any further act, deed
or conveyance, shall become fully vested with all the rights, powers, duties and
obligations of its predecessor hereunder, with like effect as if originally
named as Trustee herein. The predecessor shall deliver to the successor trustee
all Mortgage Files, related documents, statements and all other property held by
it hereunder, and the Master Servicer and the predecessor trustee shall execute
and deliver such instruments and do such other things as may reasonably be
required for more fully and certainly vesting and confirming in the successor
trustee all such rights, powers, duties and obligations.
No successor trustee shall accept appointment as provided in this Section
8.08 unless at the time of such appointment such successor trustee shall be
eligible under the provisions of Section 8.06.
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Upon acceptance of appointment by a successor trustee as provided in this
Section 8.08, the Master Servicer shall mail notice of the succession of such
trustee hereunder to (i) all Certificateholders at their addresses as shown in
the Certificate Register and (ii) the Rating Agency. If the Master Servicer
fails to mail such notice within ten days after acceptance of appointment by the
successor trustee, the successor trustee shall cause such notice to be mailed.
Section 8.09. MERGER OR CONSOLIDATION OF TRUSTEE. Any corporation or
association into which the Trustee may be merged or converted or with which it
may be consolidated, or any corporation resulting from any merger, conversion or
consolidation to which the Trustee shall be a party, or any corporation
succeeding to the corporate trust business of the Trustee, shall be the
successor of the Trustee hereunder, provided such resulting or successor
corporation shall be eligible under the provisions of Section 8.06, without the
execution or filing of any paper or any further act on the part of any of the
parties hereto, anything herein to the contrary notwithstanding.
Section 8.10. APPOINTMENT OF CO-TRUSTEE OR SEPARATE TRUSTEE.
Notwithstanding any other provisions hereof, at any time, for the purpose of
meeting any legal requirements of any jurisdiction in which any part of the
Mortgage Trust Fund or the Certificate Trust Fund may at the time be located,
the Master Servicer and the Trustee acting jointly shall have the power and
shall execute and deliver all instruments to appoint one or more Persons
approved by the Trustee to act as co-trustee or co-trustees, jointly with the
Trustee, or separate trustee or separate trustees, of all or any part of the
Mortgage Trust Fund or the Certificate Trust Fund, and to vest in such Person or
Persons, in such capacity, such title to the Mortgage Trust Fund or the
Certificate Trust Fund, or any part thereof, and, subject to the other
provisions of this Section 8.10, such powers, duties, obligations, rights and
trusts as the Master Servicer and the Trustee may consider necessary or
desirable; provided, that the Trustee shall remain liable for all of its
obligations and duties under this Agreement. If the Master Servicer shall not
have joined in such appointment within 15 days after the receipt by it of a
request so to do, or in case an Event of Default shall have occurred and be
continuing, the Trustee alone shall have the power to make such appointment;
provided, that the Trustee shall remain liable for all of its obligations and
duties under this Agreement. No co-trustee or separate trustee hereunder shall
be required to meet the terms of eligibility as a successor trustee under
Section 8.06 hereunder and no notice to Certificateholders of the appointment of
co-trustee(s) or separate trustee(s) shall be required under Section 8.08
hereof.
In the case of any appointment of a co-trustee or separate trustee pursuant
to this Section 8.10, all rights, powers, duties and obligations conferred or
imposed upon the Trustee shall be conferred or imposed upon and exercised or
performed by the Trustee and such separate trustee or co-trustee jointly and
severally, except to the extent that under any law of any jurisdiction in which
any particular act or acts are to be performed by the Trustee (whether as
Trustee hereunder or as successor to the Master Servicer hereunder), the Trustee
shall be incompetent or unqualified to perform such act or acts, in which event
such rights, powers, duties and obligations (including the holding of title to
the Mortgage Trust Fund or the Certificate Trust Fund or any portion thereof in
any such jurisdiction) shall be exercised and performed by such separate trustee
or co-trustee at the direction of the Trustee.
Any notice, request or other writing given to the Trustee shall be deemed
to have been given to each of the then separate trustee(s) and co-trustee(s), as
effectively as if given to each of them. Every instrument appointing any
separate trustee(s) or co-trustee(s) shall refer to this Agreement and the
conditions of this Article VIII. Each separate trustee and co-trustee, upon its
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acceptance of the trusts conferred, shall be vested with the estates or property
specified in its instrument of appointment, either jointly with the Trustee or
separately, as may be provided therein, subject to all the provisions of this
Agreement, specifically including every provision of this Agreement relating to
the conduct of, affecting the liability of, or affording protection to, the
Trustee. Every such instrument shall be filed with the Trustee.
Any separate trustee or co-trustee may, at any time, constitute the Trustee
its agent or attorney-in-fact, with full power and authority, to the extent not
prohibited by law, to do any lawful act under or in respect of this Agreement on
its behalf and in its name. If any separate trustee or co-trustee shall die,
become incapable of acting, resign or be removed, all of its estates,
properties, rights, remedies and the trust shall vest in and be exercised by the
Trustee, to the extent permitted by law, without the appointment of a new or
successor trustee.
Section 8.11. AUTHENTICATING AGENTS. The Trustee may appoint one or more
Authenticating Agents which shall be authorized to act on behalf of the Trustee
in authenticating Certificates. Wherever reference is made in this Agreement to
the authentication of Certificates by the Trustee or the Trustee"s certificate
of authentication, such reference shall be deemed to include authentication on
behalf of the Trustee by an Authenticating Agent and a certificate of
authentication executed on behalf of the Trustee by an Authenticating Agent.
Each Authenticating Agent must be acceptable to the Master Servicer and must be
a corporation or banking association organized and doing business under the laws
of the United States of America or of any state, having a principal office and
place of business in New York, New York, having a combined capital and surplus
of at least $15,000,000, authorized under such laws to do a trust business and
subject to supervision or examination by federal or state authorities.
Any corporation into which any Authenticating Agent may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which any Authenticating Agent
shall be a party, or any corporation succeeding to the corporate agency business
of any Authenticating Agent, shall continue to be the Authenticating Agent so
long as it shall be eligible in accordance with the provisions of the first
paragraph of this Section 8.11 without the execution or filing of any paper or
any further act on the part of the Trustee or the Authenticating Agent.
Any Authenticating Agent may at any time resign by giving written notice of
resignation to the Trustee and to the Master Servicer. The Trustee may, upon
prior written approval of the Master Servicer, at any time terminate the agency
of any Authenticating Agent by giving written notice of termination to such
Authenticating Agent and to the Master Servicer. Upon receiving a notice of
resignation or upon such a termination, or in case at any time any
Authenticating Agent shall cease to be eligible in accordance with the
provisions of the first paragraph of this Section 8.11, the Trustee may appoint,
upon prior written approval of the Master Servicer, a successor Authenticating
Agent, shall give written notice of such appointment to the Master Servicer and
shall mail notice of such appointment to all Certificateholders. Any successor
Authenticating Agent upon acceptance of its appointment hereunder shall become
vested with all the rights, powers, duties and responsibilities of its
predecessor hereunder, with like effect as if originally named as Authenticating
Agent. Any reasonable compensation paid to an Authenticating Agent shall be a
reimbursable expense pursuant to Section 8.05 if paid by the Trustee.
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Section 8.12. PAYING AGENTS. The Trustee may appoint one or more Paying
Agents which shall be authorized to act on behalf of the Trustee in making
withdrawals from the Certificate Account, and distributions to
Certificateholders as provided in Section 4.01(a), 4.05(a) and Section 9.01(b)
to the extent directed to do so by the Master Servicer. Wherever reference is
made in this Agreement to the withdrawal from the Certificate Account by the
Trustee, such reference shall be deemed to include such a withdrawal on behalf
of the Trustee by a Paying Agent. Whenever reference is made in this Agreement
to a distribution by the Trustee or the furnishing of a statement to
Certificateholders by the Trustee, such reference shall be deemed to include
such a distribution or furnishing on behalf of the Trustee by a Paying Agent.
Each Paying Agent shall provide to the Trustee such information concerning the
Certificate Account as the Trustee shall request from time to time. Each Paying
Agent must be reasonably acceptable to the Master Servicer and must be a
corporation or banking association organized and doing business under the laws
of the United States of America or of any state, having a principal office and
place of business in New York, New York, having a combined capital and surplus
of at least $15,000,000, authorized under such laws to do a trust business and
subject to supervision or examination by federal or state authorities.
Any corporation into which any Paying Agent may be merged or converted or
with which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which any Paying Agent shall be a party, or any
corporation succeeding to the corporate agency business of any Paying Agent,
shall continue to be the Paying Agent provided that such corporation after the
consummation of such merger, conversion, consolidation or succession meets the
eligibility requirements of this Section 8.12.
Any Paying Agent may at any time resign by giving written notice of
resignation to the Trustee and to the Master Servicer; provided, that the Paying
Agent has returned to the Certificate Account or otherwise accounted, to the
reasonable satisfaction of the Master Servicer, for all amounts it has withdrawn
from the Certificate Account. The Trustee may, upon prior written approval of
the Master Servicer, at any time terminate the agency of any Paying Agent by
giving written notice of termination to such Paying Agent and to the Master
Servicer. Upon receiving a notice of resignation or upon such a termination, or
in case at any time any Paying Agent shall cease to be eligible in accordance
with the provisions of the first paragraph of this Section 8.12, the Trustee may
appoint, upon prior written approval of the Master Servicer, a successor Paying
Agent, shall give written notice of such appointment to the Master Servicer and
shall mail notice of such appointment to all Certificateholders. Any successor
Paying Agent upon acceptance of its appointment hereunder shall become vested
with all the rights, powers, duties and responsibilities of its predecessor
hereunder, with like effect as if originally named as Paying Agent. Any
reasonable compensation paid to any Paying Agent shall be a reimbursable expense
pursuant to Section 8.05 if paid by the Trustee.
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ARTICLE IX
TERMINATION
Section 9.01. TERMINATION UPON REPURCHASE BY THE COMPANY OR LIQUIDATION
OF ALL MORTGAGE LOANS.
(a) Except as otherwise set forth in this Article IX, including, without
limitation, the obligation of the Master Servicer to make payments to
Certificateholders as hereafter set forth, the respective obligations and
responsibilities of the Company, the Master Servicer and the Trustee created
hereby shall terminate upon (i) the repurchase by the Company pursuant to the
following paragraph of this Section 9.01(a) of all Mortgage Loans and all
property acquired in respect of any Mortgage Loan remaining in the Mortgage
Trust Fund at a price equal, after the deduction of related advances, to the sum
of (x) 100% of the aggregate outstanding Principal Balance of such Mortgage
Loans (other than Liquidated Mortgage Loans) plus accrued interest at the
applicable Pass-Through Rate with respect to such Mortgage Loan through the last
day of the month of such repurchase, and (y) the appraised fair market value as
of the effective date of the termination of the trust created hereby of (A) all
property in the Mortgage Trust Fund which secured a Mortgage Loan and which was
acquired by foreclosure or deed in lieu of foreclosure after the Cut-Off Date,
including related Insurance Proceeds, and (B) all other property in the Mortgage
Trust Fund, any such appraisal to be conducted by an appraiser mutually agreed
upon by the Company and the Trustee, or (ii) the later of the final payment or
other liquidation (or any advance with respect thereto) of the last Mortgage
Loan remaining in the Mortgage Trust Fund or the disposition of all property
acquired upon foreclosure in respect of any Mortgage Loan, and the payment to
Certificateholders of all amounts required to be paid to them hereunder;
provided, however, that in no event shall the trusts created hereby continue
beyond the expiration of 21 years from the death of the survivor of the issue of
Joseph P. Kennedy, the late ambassador of the United States to the Court of St.
James, living on the date hereof.
The Company may repurchase the outstanding Mortgage Loans and any Mortgaged
Properties acquired by the Mortgage Trust Fund at the price stated in clause (i)
of the preceding paragraph provided that the aggregate Principal Balance of the
Mortgage Loans at the time of any such repurchase aggregates less than ten
percent of the aggregate Principal Balance of the Mortgage Loans as of the
Cut-Off Date. If such right is exercised, the Company shall provide to the
Trustee (and to the Master Servicer, if the Company is no longer acting as
Master Servicer) the written certification of an officer of the Company (which
certification shall include a statement to the effect that all amounts required
to be paid in order to repurchase the Mortgage Loans have been deposited in the
Certificate Account) and the Trustee shall promptly execute all instruments as
may be necessary to release and assign to the Company the Mortgage Files and any
foreclosed Mortgaged Property pertaining to the Mortgage Trust Fund.
(b) Notice of any termination, specifying the date upon which the
Certificateholders may surrender their Certificates to the Trustee for payment
and cancellation, shall be given promptly by letter from the Trustee to
Certificateholders mailed not less than 30 days prior to such final
distribution, specifying (i) the date upon which final payment of the
Certificates will be made upon presentation and surrender of Certificates at the
office of the Certificate Registrar therein designated (the "Termination Date"),
(ii) the amount of such final payment (the "Termination Payment") and (iii) that
the Record Date otherwise applicable to the Distribution Date upon which
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the Termination Date occurs is not applicable, payments being made only upon
presentation and surrender of the Certificates at the office of the Certificate
Registrar therein specified. Upon any such notice, the Certificate Account shall
terminate subject to the Master Servicer"s obligation to hold all amounts
payable to Certificateholders in trust without interest pending such payment.
In the event that all of the Certificateholders shall not surrender their
Certificates for cancellation within six months after the Termination Date, the
Company shall give a second written notice to the remaining Certificateholders
to surrender their Certificates for cancellation and receive the Termination
Payment with respect thereto. If within one year after the second notice all the
Certificates shall not have been surrendered for cancellation, the Company may
take appropriate steps to contact the remaining Certificateholders concerning
surrender of their Certificates, and the cost thereof shall be paid out of the
funds and other assets which remain in trust hereunder.
Section 9.02. ADDITIONAL TERMINATION REQUIREMENTS.
(a) In the event the Company exercises its purchase option as provided in
Section 9.01, the Mortgage Trust Fund and the Certificate Trust Fund shall be
terminated in accordance with the following additional requirements, unless the
Trustee shall have received an Opinion of Counsel to the effect that the failure
of the Mortgage Trust Fund and the Certificate Trust Fund to comply with the
requirements of this Section 9.02 will not (i) result in the imposition of taxes
on "prohibited transactions" of the Mortgage Trust Fund and the Certificate
Trust Fund as described in Section 860F of the Code, or (ii) cause the Mortgage
Trust Fund and the Certificate Trust Fund to fail to qualify as a REMIC at any
time that any Certificates are outstanding:
(i) Within 90 days prior to the final Distribution Date set forth in
the notice given by the Trustee under Section 9.01, the Company, in its
capacity as agent of the Tax Matters Person shall prepare the documentation
required and adopt a plan of complete liquidation on behalf of the Mortgage
Trust Fund and the Certificate Trust Fund meeting the requirements of a
qualified liquidation under Section 860F of the Code and any regulations
thereunder, as evidenced by an Opinion of Counsel, on behalf of the
Mortgage Trust Fund and the Certificate Trust Fund; and
(ii) At or after the time of adoption of such a plan of complete
liquidation and at or prior to the final Distribution Date, the Master
Servicer as agent of the Trustee shall sell all of the assets of the
Mortgage Trust Fund and the Certificate Trust Fund to the Company for cash
in the amount specified in Section 9.01; provided, however, that in the
event that a calendar quarter ends after the time of adoption of such a
plan of complete liquidation but prior to the final Distribution Date, the
Master Servicer shall not sell any of the assets of the Mortgage Trust Fund
and the Certificate Trust Fund prior to the close of that calendar quarter.
(b) By its acceptance of any Residual Certificate, the Holder thereof
hereby agrees to authorize the Company to adopt such a plan of complete
liquidation upon the written request of the Company and to take such other
action in connection therewith as may be reasonably requested by the Company.
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Section 9.03. TRUSTS IRREVOCABLE. Except as expressly provided herein,
the trusts created hereby are irrevocable.
ARTICLE X
MISCELLANEOUS PROVISIONS
Section 10.01. AMENDMENT.
(a) This Agreement may be amended from time to time by the Company and the
Trustee, without the consent of any of the Certificateholders, (i) to cure any
ambiguity; (ii) to correct or supplement any provision herein which may be
defective or inconsistent with any other provisions herein; (iii) to comply with
any requirements imposed by the Code or any regulations thereunder; (iv) to
correct the description of any property at any time included in the Mortgage
Trust Fund or the Certificate Trust Fund, or to assure the conveyance to the
Trustee of any property included in the Mortgage Trust Fund or the Certificate
Trust Fund; and (v) pursuant to Section 5.01(c)(v). No such amendment (other
than one entered into pursuant to clause (iii) of the preceding sentence) shall
adversely affect in any material respect the interest of any Certificateholder.
Prior to entering into any amendment without the consent of Certificateholders
pursuant to this paragraph, the Trustee may require an Opinion of Counsel to the
effect that such amendment is permitted under this paragraph. The placement of
an "original issue discount" legend on, or any change required to correct any
such legend previously place on, a Certificate shall not be deemed any amendment
to this Agreement.
(b) This Agreement may also be amended from time to time by the Company and
the Trustee with the consent of the Holders of Certificates evidencing
Percentage Interests aggregating not less than 66% of the Certificate Trust Fund
for the purpose of adding any provisions to, or changing in any manner or
eliminating any of the provisions of, this Agreement or of modifying in any
manner the rights of the Certificateholders; provided, however, that no such
amendment shall, without the consent of the Holder of each Certificate affected
thereby (i) reduce in any manner the amount of, or delay the timing of,
distributions of principal or interest required to be made hereunder or reduce
the Certificateholder"s Percentage Interest, the Remittance Rate or the
Termination Payment with respect to any of the Certificates, (ii) reduce the
percentage of Percentage Interests specified in this Section 10.01 which are
required to amend this Agreement, (iii) create or permit the creation of any
lien against any part of the Mortgage Trust Fund or the Certificate Trust Fund,
or (iv) modify any provision in any way which would permit an earlier retirement
of the Certificates.
Promptly after the execution of any such amendment, the Trustee shall
furnish written notification of the substance of such amendment to each
Certificateholder. Any failure to provide such notice, or any defect therein,
shall not, however, in any way impair or affect the validity of any such
amendment.
It shall not be necessary for the consent of Certificateholders under this
Section 10.01 to approve the particular form of any proposed amendment, but it
shall be sufficient if such consent shall approve the substance thereof. The
manner of obtaining such consents and of evidencing the
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authorization of the execution thereof by Certificateholders shall be subject to
such reasonable regulations as the Trustee may prescribe.
Section 10.02. RECORDATION OF AGREEMENT. To the extent permitted by
applicable law, this Agreement is subject to recordation in all appropriate
public offices for real property records in all the counties or the comparable
jurisdictions in which any Mortgaged Property is situated, and in any other
appropriate public recording office or elsewhere, such recordation to be
effected by the Company and at its expense on direction by the Trustee, but only
upon direction accompanied by an Opinion of Counsel to the effect that such
recordation materially and beneficially affects the interests of the
Certificateholders.
Section 10.03. LIMITATION ON RIGHTS OF CERTIFICATEHOLDERS. The death or
incapacity of any Certificateholder shall not operate to terminate this
Agreement or the Mortgage Trust Fund or the Certificate Trust Fund, nor entitle
such Certificateholder"s legal representatives or heirs to claim an accounting
or to take any action or proceeding in any court for a partition or winding-up
of the Mortgage Trust Fund or the Certificate Trust Fund, nor otherwise affect
the rights, obligations and liabilities of the parties hereto or any of them.
No Certificateholder shall have any right to vote or in any manner
otherwise to control the operation and management of the Mortgage Trust Fund or
the Certificate Trust Fund or the obligations of the parties hereto (except as
provided in Section 5.09, Section 7.01, Section 8.01, Section 8.02, Section
8.07, Section 10.01 and this Section 10.03), nor shall anything herein set
forth, or contained in the terms of the Certificates, be construed so as to
constitute the Certificateholders from time to time as partners or members of an
association; nor shall any Certificateholder be under any liability to any third
person by reason of any action taken by the parties to this Agreement pursuant
to any provision hereof.
No Certificateholder shall have any right by virtue or by availing of any
provision of this Agreement to institute any suit, action or proceeding in
equity or at law upon or under or with respect to this Agreement, unless such
Holder previously shall have given to the Trustee a written notice of default
and of the continuance thereof, as hereinbefore provided, and unless also the
Holders of Certificates evidencing Percentage Interests aggregating not less
than 25% of the Certificate Trust Fund shall have made written request upon the
Trustee to institute such action, suit or proceeding in its own name as Trustee
hereunder and shall have offered to the Trustee such reasonable indemnity as it
may require against the costs, expenses and liabilities to be incurred therein
or thereby, and the Trustee, for 60 days after its receipt of such notice,
request and offer of indemnity, shall have neglected or refused to institute any
such action, suit or proceeding. However, the Trustee is under no obligation to
exercise any of the extraordinary trusts or powers vested in it by this
Agreement or to make any investigation of matters arising hereunder or to
institute, conduct or defend any litigation hereunder or in relation hereto at
the request, order or direction of any of the Certificateholders unless such
Certificateholders have offered to the Trustee reasonable security or indemnity
against the costs, expenses and liabilities which may be incurred therein or
thereby. It is understood and intended, and expressly covenanted by each
Certificateholder with every other Certificateholder and the Trustee, that no
one or more Holders of Certificates shall have any right in any manner whatever
by virtue or by availing of any provision of this Agreement to affect, disturb
or prejudice the rights of the Holders of any other of such Certificates, or to
obtain or seek to obtain priority over or preference to any other such Holder,
or to enforce any right under this Agreement, except in the manner herein
provided and
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for the equal, ratable and common benefit of all Certificateholders. For the
protection and enforcement of the provisions of this Section 10.03, each and
every Certificateholder and the Trustee shall be entitled to such relief as can
be given either at law or in equity.
Section 10.04. ACCESS TO LIST OF CERTIFICATEHOLDERS. The Master Servicer
shall furnish or cause to be furnished to the Trustee, within 30 days after
receipt of a request by the Trustee in writing, a list, in such form as the
Trustee may reasonably require, of the names and addresses of the
Certificateholders as of the most recent Record Date for payment of
distributions to such Certificateholders.
If three or more Certificateholders (hereinafter referred to as
"applicants") apply in writing to the Trustee, and such application states that
the applicants desire to communicate with other Certificateholders with respect
to their rights under this Agreement or under the Certificates and is
accompanied by a copy of the communication which such applicants propose to
transmit, then the Trustee shall, within five Business Days after the receipt of
such list from the Master Servicer, afford such applicants access during normal
business hours to the most recent list of Certificateholders held by the
Trustee. If such a list is as of a date more than 90 days prior to the date of
receipt of such applicants" request, the Trustee shall promptly request from the
Master Servicer a current list as provided above, and shall afford such
applicants access to such list promptly upon receipt.
Every Certificateholder, by receiving and holding the same, agrees with the
Master Servicer and the Trustee that neither the Master Servicer nor the Trustee
shall be held accountable by reason of the disclosure of any such information as
to the names and addresses of the Certificateholders hereunder, regardless of
the source from which such information was derived.
Section 10.05. GOVERNING LAW. This Agreement shall be construed in
accordance with the laws of the State of Illinois and the obligations, rights
and remedies of the parties hereunder shall be determined in accordance with
such laws.
Section 10.06. NOTICES. All demands, notices and communications hereunder
shall be in writing and shall be deemed to have been duly given if personally
delivered at or mailed by registered or certified mail to (a) in the case of the
Company, 75 North Fairway Drive, Vernon Hills, Illinois 60061, Attention:
General Counsel (with a copy directed to the attention of the Master Servicing
Department) or such other address as may hereafter be furnished to the Trustee
in writing by the Company, (b) in the case of the Master Servicer, 75 North
Fairway Drive, Vernon Hills, Illinois 60061, Attention: General Counsel (with a
copy directed to the attention of the Master Servicing Department) or such other
address as may hereafter be furnished to the Trustee in writing by the Master
Servicer, (c) in the case of the Trustee, at its Corporate Trust Office, or such
other address as may hereafter be furnished to the Master Servicer in writing by
the Trustee, (d) in the case of the Certificate Registrar, at its Corporate
Trust Office, or such other address as may hereafter be furnished to the Trustee
in writing by the Certificate Registrar, (e) in the case of DCR, 55 East Monroe
St., Chicago, Illinois 60603, Attention: MBS Monitoring, or such other address
as may hereafter be furnished to the Trustee and Master Servicer in writing by
DCR, and (f) in the case of Moody"s, 99 Church St., New York, New York 10007,
Attention: Mortgage Finance Group, Residential Surveillance Unit, or such other
address as may hereafter be furnished to the Trustee and Master Servicer in
writing by Moody"s. Notices to the Rating Agency shall also be deemed to have
been duly given if mailed by first class mail, postage prepaid,
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to the above listed addresses of the Rating Agency. Any notice required or
permitted to be mailed to a Certificateholder shall be given by first class
mail, postage prepaid, at the address of such Holder as shown in the Certificate
Register. Any notice so mailed within the time prescribed in this Agreement
shall be conclusively presumed to have been duly given, whether or not the
Certificateholder receives such notice.
Section 10.07. SEVERABILITY OF PROVISIONS. If any one or more of the
covenants, agreements, provisions or terms of this Agreement shall be for any
reason whatsoever held invalid, then such covenants, agreements, provisions or
terms shall be deemed severable from the remaining covenants, agreements,
provisions or terms of this Agreement and shall in no way affect the validity or
enforceability of the other provisions of this Agreement or of the Certificates
or the rights of the Holders thereof.
Section 10.08. COUNTERPART SIGNATURES. For the purpose of facilitating
the recordation of this Agreement as herein provided and for other purposes,
this Agreement may be executed simultaneously in any number of counterparts,
each of which counterparts shall be deemed to be an original, and such
counterparts shall constitute but one and the same instrument.
Section 10.09. BENEFITS OF AGREEMENT. Nothing in this Agreement or in any
Certificate, expressed or implied, shall give to any Person, other than the
parties hereto and their respective successors hereunder, any separate trustee
or co-trustee appointed under Section 8.10, and the Certificateholders, any
benefit or any legal or equitable right, remedy or claim under this Agreement.
Section 10.10. NOTICES AND COPIES TO RATING AGENCY.
(a) The Trustee shall notify the Rating Agency of the occurrence of any of
the following events, in the manner provided in Section 10.06:
(i) the occurrence of an Event of Default pursuant to Section 7.01,
subject to the provisions of Section 8.01(d);
(ii) the appointment of a successor Master Servicer pursuant to
Section 7.02;
(b) The Master Servicer shall notify the Rating Agency of the occurrence of
any of the following events, in the manner provided in Section 10.06:
(i) any amendment of this Agreement pursuant to Section 10.01;
(ii) the appointment of a successor Trustee pursuant to Section 8.08;
(iii) the filing of any claim under or the cancellation or modification of
any fidelity bond and errors and omissions coverage pursuant to Section
3.01 and Section 3.06 with respect to the Master Servicer or any Servicer;
(iv) any change in the location of the Certificate Account, any Custodial
Account for P&I or any Custodial Account for Reserves;
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(v) the repurchase of any Mortgage Loan pursuant to a Purchase
Obligation or the repurchase of the outstanding Mortgage Loans pursuant to
Section 9.01;
(vi) the occurrence of the final Distribution Date or the termination of
the trust pursuant to Section 9.01(a)(ii);
(vii) the failure of the Master Servicer to make a Monthly P&I Advance
following a determination on the Determination Date that the Master
Servicer would make such advance pursuant to Section 4.03; and
(viii) the failure of the Master Servicer to make a determination on the
Determination Date regarding whether it would make a Monthly P&I Advance
when a shortfall exists between (x) payments scheduled to be received in
respect of the Mortgage Loans and (y) the amounts actually deposited in the
Certificate Account on account of such payments, pursuant to Section 4.03.
(c) The Master Servicer shall provide copies of the statements pursuant to
Section 4.02, Section 3.13 or Section 3.15 or any other statements to the Rating
Agency in such time and manner that such statements or determinations are
required to be provided to Certificateholders. With respect to the reports
described in the second paragraph of Section 4.02, the Master Servicer shall
provide such reports to the Rating Agency in respect of each Distribution Date,
without regard to whether any Certificateholder or the Trustee has requested
such report for such Distribution Date.
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IN WITNESS WHEREOF, the Company and the Trustee have caused their names to
be signed hereto by their respective officers, thereunto duly authorized, and
their respective seals, duly attested, to be hereunto affixed, all as of the day
and year first above written.
PNC MORTGAGE SECURITIES CORP.
(SEAL)
By: _______________________________
Attest:
Its:
FIRST BANK NATIONAL ASSOCIATION, as
TRUSTEE
(SEAL)
By: _______________________________
Attest:
Its:
<PAGE>
ACKNOWLEDGEMENT OF CORPORATION
STATE OF ILLINOIS )
) SS.
COUNTY OF LAKE )
On this ___ day of November, 1996 before me, a Notary Public in and for
said State, personally appeared _______________________________________________,
known to me to be the ______________________________ of PNC MORTGAGE SECURITIES
CORP., one of the corporations that executed the within interest, and also known
to me to be the person who executed it on behalf of said Corporation, and
acknowledged to me that such corporation executed the within instrument pursuant
to its By-Laws or a resolution of its Board of Directors.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in the certificate first above written.
____________________________________
Notary Public
(SEAL)
<PAGE>
CERTIFICATE OF ACKNOWLEDGEMENT
STATE OF MINNESOTA )
) SS.
COUNTY OF ___________ )
On this ____ day of November, 1996 before me, a Notary Public in and for
said State, personally appeared ___________________________, personally known to
me (or proved to me on the basis of satisfactory evidence) to be the person(s)
whose name(s) is/are subscribed to the within instrument and acknowledged to me
that he/she/they executed the same in his/her/their authorized capacity(ies),
and that by his/her/their signature(s) on the instrument the person(s), or the
entity upon behalf of which the person(s) acted, executed the instrument.
WITNESS my hand and official seal.
Signature __________________________________________________ (SEAL)
<PAGE>
Exhibit A-1
CUSIP 693 48L GF0
MORTGAGE PASS-THROUGH CERTIFICATE
Class A-1
Evidencing a Percentage Interest in a trust fund whose assets consist of, among
other things, Mortgage Trust Certificates evidencing interests in a pool of
conventional one- to four-family mortgage loans formed and administered by
PNC MORTGAGE SECURITIES CORP.
This Certificate represents ownership of a "regular interest" in a "real estate
mortgage investment conduit," as those terms are defined in Sections 860G and
860D, respectively, of the Internal Revenue Code of 1986, as amended. The issue
date (the "Issue Date") of this Certificate is November 26, 1996. The rate at
which interest is payable as of the Issue Date with respect to this Certificate
is 5.975% per annum.
[Unless this Certificate is presented by an authorized representative of The
Depository Trust Company, a New York corporation ("DTC"), to the Trustee or its
agent for registration of transfer, exchange, or payment, and any Certificate
issued is registered in the name of Cede & Co. or such other name as is
requested by an authorized representative of DTC (and any payment is made to
Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.]
Series 1996-3
Class A-1 Remittance Rate: From the
25th of each month to the 24th of the
succeeding month, a per annum rate
equal to LIBOR plus 0.600%, subject to
a minimum and maximum Remittance Rate
of 0.600% and 9.000% per annum,
respectively.
Cut-Off Date: November 1, 1996
First Distribution Date: December 26, 1996
Last Scheduled Distribution Date: December 25, 2026
Class A-1 Principal Balance as of the Cut-Off Date:
$4,800,000.00
Portion of the Class A-1 Principal Balance as of the Cut-Off Date evidenced by
this Certificate:
$____________________
____________________
Registered Owner Certificate No. __
A-1-1
<PAGE>
Exhibit A-2
CUSIP 693 48L GG8
MORTGAGE PASS-THROUGH CERTIFICATE
Class A-2
Evidencing a Percentage Interest in a trust fund whose assets consist of, among
other things, Mortgage Trust Certificates evidencing interests in a pool of
conventional one- to four-family mortgage loans formed and administered by
PNC MORTGAGE SECURITIES CORP.
This Certificate represents ownership of a "regular interest" in a "real estate
mortgage investment conduit," as those terms are defined in Sections 860G and
860D, respectively, of the Internal Revenue Code of 1986, as amended. The issue
date (the "Issue Date") of this Certificate is November 26, 1996. The rate at
which interest is payable as of the Issue Date with respect to this Certificate
is 3.025% per annum. [Assuming that the Mortgage Loans underlying the
Certificates prepay at the prepayment assumption used by the issuer in pricing
this Certificate (I.E., 260% of the Basic Prepayment Assumption as described in
the Prospectus Supplement), this Certificate has been issued with original issue
discount ("OID") of no more than $ per $100,000 of initial
Certificate Principal Balance, the yield to maturity is %, and the amount
of OID attributable to the short period is not more than $ per
$100,000 of initial Certificate Principal Balance, computed under the exact
method. No representation is made that the Mortgage Loans will prepay at a rate
based on the Basic Prepayment Rate or any other rate.]
Series 1996-3
Class A-2 Remittance Rate: From the 25th of each month to the 24th of the
succeeding month, a per annum rate equal to 8.400% minus LIBOR, subject to a
minimum and maximum Remittance Rate of 0.000% and 8.400% per annum,
respectively.
Cut-Off Date: November 1, 1996
First Distribution Date: December 26, 1996
Last Scheduled Distribution Date: December 25, 2026
Class A-2 Principal Balance as of the Cut-Off Date:
$0.00
Class A-2 Notional Amount as of the Cut-Off Date:
$4,800,000.00
Portion of the Class A-2 Notional Amount as of the Cut-Off Date evidenced by
this Certificate
$_________________________
____________________
Registered Owner Certificate No. __
A-2-1
<PAGE>
Exhibit A-3
CUSIP 693 48L GH6
MORTGAGE PASS-THROUGH CERTIFICATE
Class A-3
Evidencing a Percentage Interest in a trust fund whose assets consist of, among
other things, Mortgage Trust Certificates evidencing interests in a pool of
conventional one- to four-family mortgage loans formed and administered by
PNC MORTGAGE SECURITIES CORP.
This Certificate represents ownership of a "regular interest" in a "real estate
mortgage investment conduit," as those terms are defined in Sections 860G and
860D, respectively, of the Internal Revenue Code of 1986, as amended. The issue
date (the "Issue Date") of this Certificate is November 26, 1996. The rate at
which interest is payable as of the Issue Date with respect to this Certificate
is 7.250% per annum. [Assuming that the Mortgage Loans underlying the
Certificates prepay at the prepayment assumption used by the issuer in pricing
this Certificate (I.E., 260% of the Basic Prepayment Assumption as described in
the Prospectus Supplement), this Certificate has been issued with original issue
discount ("OID") of no more than $ per $100,000 of initial
Certificate Principal Balance, the yield to maturity is %, and the amount
of OID attributable to the short period is not more than $ per
$100,000 of initial Certificate Principal Balance, computed under the exact
method. No representation is made that the Mortgage Loans will prepay at a rate
based on the Basic Prepayment Rate or any other rate.]
[Unless this Certificate is presented by an authorized representative of The
Depository Trust Company, a New York corporation ("DTC"), to the Trustee or its
agent for registration of transfer, exchange, or payment, and any Certificate
issued is registered in the name of Cede & Co. or such other name as is
requested by an authorized representative of DTC (and any payment is made to
Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.]
Series 1996-3
Class A-3 Remittance Rate: 7.250%
Cut-Off Date: November 1, 1996
First Distribution Date: December 26, 1996
Last Scheduled Distribution Date: December 25, 2026
Class A-3 Principal Balance as of the Cut-Off Date:
$21,000,000.00
Portion of the Class A-3 Principal Balance as of the Cut-Off Date evidenced by
this Certificate
$_________________________
____________________
Registered Owner Certificate No. __
A-3-1
<PAGE>
Exhibit A-4
CUSIP 693 48L GJ2
MORTGAGE PASS-THROUGH CERTIFICATE
Class A-4
Evidencing a Percentage Interest in a trust fund whose assets consist of, among
other things, Mortgage Trust Certificates evidencing interests in a pool of
conventional one- to four-family mortgage loans formed and administered by
PNC MORTGAGE SECURITIES CORP.
This Certificate represents ownership of a "regular interest" in a "real estate
mortgage investment conduit," as those terms are defined in Sections 860G and
860D, respectively, of the Internal Revenue Code of 1986, as amended. The issue
date (the "Issue Date") of this Certificate is November 26, 1996. The rate at
which interest is payable as of the Issue Date with respect to this Certificate
is 8.000% per annum.
[Unless this Certificate is presented by an authorized representative of The
Depository Trust Company, a New York corporation ("DTC"), to the Trustee or its
agent for registration of transfer, exchange, or payment, and any Certificate
issued is registered in the name of Cede & Co. or such other name as is
requested by an authorized representative of DTC (and any payment is made to
Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.]
Series 1996-3
Class A-4 Remittance Rate: 8.000%
Cut-Off Date: November 1, 1996
First Distribution Date: December 26, 1996
Last Scheduled Distribution Date: December 25, 2026
Class A-4 Principal Balance as of the Cut-Off Date:
$6,550,287.00
Portion of the Class A-4 Principal Balance as of the Cut-Off Date evidenced by
this Certificate
$_________________________
____________________
Registered Owner Certificate No. __
A-4-1
<PAGE>
Exhibit A-5
CUSIP 693 48L GK9
MORTGAGE PASS-THROUGH CERTIFICATE
Class A-5
Evidencing a Percentage Interest in a trust fund whose assets consist of, among
other things, Mortgage Trust Certificates evidencing interests in a pool of
conventional one- to four-family mortgage loans formed and administered by
PNC MORTGAGE SECURITIES CORP.
This Certificate represents ownership of a "regular interest" in a "real estate
mortgage investment conduit," as those terms are defined in Sections 860G and
860D, respectively, of the Internal Revenue Code of 1986, as amended. The issue
date (the "Issue Date") of this Certificate is November 26, 1996. The rate at
which interest is payable as of the Issue Date with respect to this Certificate
is 8.000% per annum.
[Unless this Certificate is presented by an authorized representative of The
Depository Trust Company, a New York corporation ("DTC"), to the Trustee or its
agent for registration of transfer, exchange, or payment, and any Certificate
issued is registered in the name of Cede & Co. or such other name as is
requested by an authorized representative of DTC (and any payment is made to
Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.]
Series 1996-3
Class A-5 Remittance Rate: 8.000%
Cut-Off Date: November 1, 1996
First Distribution Date: December 26, 1996
Last Scheduled Distribution Date: December 25, 2026
Class A-5 Principal Balance as of the Cut-Off Date:
$17,344,181.00
Portion of the Class A-5 Principal Balance as of the Cut-Off Date evidenced by
this Certificate
$_________________________
____________________
Registered Owner Certificate No. __
A-5-1
<PAGE>
Exhibit A-6
CUSIP 693 48L GL7
MORTGAGE PASS-THROUGH CERTIFICATE
Class A-6
Evidencing a Percentage Interest in a trust fund whose assets consist of, among
other things, Mortgage Trust Certificates evidencing interests in a pool of
conventional one- to four-family mortgage loans formed and administered by
PNC MORTGAGE SECURITIES CORP.
This Certificate represents ownership of a "regular interest" in a "real estate
mortgage investment conduit," as those terms are defined in Sections 860G and
860D, respectively, of the Internal Revenue Code of 1986, as amended. The issue
date (the "Issue Date") of this Certificate is November 26, 1996. The rate at
which interest is payable as of the Issue Date with respect to this Certificate
is 7.000% per annum.
[Unless this Certificate is presented by an authorized representative of The
Depository Trust Company, a New York corporation ("DTC"), to the Trustee or its
agent for registration of transfer, exchange, or payment, and any Certificate
issued is registered in the name of Cede & Co. or such other name as is
requested by an authorized representative of DTC (and any payment is made to
Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.]
Series 1996-3
Class A-6 Remittance Rate: 7.000%
Cut-Off Date: November 1, 1996
First Distribution Date: December 26, 1996
Last Scheduled Distribution Date: December 25, 2026
Class A-6 Principal Balance as of the Cut-Off Date:
$35,469,082.00
Portion of the Class A-6 Principal Balance as of the Cut-Off Date evidenced by
this Certificate
$_________________________
____________________
Registered Owner Certificate No. __
A-6-1
<PAGE>
Exhibit A-7
CUSIP 693 48L GM5
MORTGAGE PASS-THROUGH CERTIFICATE
Class A-7
Evidencing a Percentage Interest in a trust fund whose assets consist of, among
other things, Mortgage Trust Certificates evidencing interests in a pool of
conventional one- to four-family mortgage loans formed and administered by
PNC MORTGAGE SECURITIES CORP.
This Certificate represents ownership of a "regular interest" in a "real estate
mortgage investment conduit," as those terms are defined in Sections 860G and
860D, respectively, of the Internal Revenue Code of 1986, as amended. The issue
date (the "Issue Date") of this Certificate is November 26, 1996. The rate at
which interest is payable as of the Issue Date with respect to this Certificate
is 5.875% per annum.
[Unless this Certificate is presented by an authorized representative of The
Depository Trust Company, a New York corporation ("DTC"), to the Trustee or its
agent for registration of transfer, exchange, or payment, and any Certificate
issued is registered in the name of Cede & Co. or such other name as is
requested by an authorized representative of DTC (and any payment is made to
Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.]
Series 1996-3
Class A-7 Remittance Rate: From the 25th of each month to the 24th of the
succeeding month, a per annum rate equal to LIBOR plus 0.500%, subject to a
minimum and maximum Remittance Rate of 0.500% and 8.500% per annum,
respectively.
Cut-Off Date: November 1, 1996
First Distribution Date: December 26, 1996
Last Scheduled Distribution Date: December 25, 2026
Class A-7 Principal Balance as of the Cut-Off Date:
$17,734,541.00
Portion of the Class A-7 Principal Balance as of the Cut-Off Date evidenced by
this Certificate
$_________________________
____________________
Registered Owner Certificate No. __
A-7-1
<PAGE>
Exhibit A-8
CUSIP 693 48L GN3
MORTGAGE PASS-THROUGH CERTIFICATE
Class A-8
Evidencing a Percentage Interest in a trust fund whose assets consist of, among
other things, Mortgage Trust Certificates evidencing interests in a pool of
conventional one- to four-family mortgage loans formed and administered by
PNC MORTGAGE SECURITIES CORP.
This Certificate represents ownership of a "regular interest" in a "real estate
mortgage investment conduit," as those terms are defined in Sections 860G and
860D, respectively, of the Internal Revenue Code of 1986, as amended. The issue
date (the "Issue Date") of this Certificate is November 26, 1996. The rate at
which interest is payable as of the Issue Date with respect to this Certificate
is 2.625% per annum. [Assuming that the Mortgage Loans underlying the
Certificates prepay at the prepayment assumption used by the issuer in pricing
this Certificate (I.E., 260% of the Basic Prepayment Assumption as described in
the Prospectus Supplement), this Certificate has been issued with original issue
discount ("OID") of no more than $ per $100,000 of initial
Certificate Principal Balance, the yield to maturity is %, and the amount
of OID attributable to the short period is not more than $ per
$100,000 of initial Certificate Principal Balance, computed under the exact
method. No representation is made that the Mortgage Loans will prepay at a rate
based on the Basic Prepayment Rate or any other rate.]
Series 1996-3
Class A-8 Remittance Rate: From the 25th of each month to the 24th of the
succeeding month, a per annum rate equal to 8.000% minus LIBOR, subject to a
minimum and maximum Remittance Rate of 0.000% and 8.000% per annum,
respectively.
Cut-Off Date: November 1, 1996
First Distribution Date: December 26, 1996
Last Scheduled Distribution Date: December 25, 2026
Class A-8 Principal Balance as of the Cut-Off Date:
$0.00
Class A-8 Notional Amount as of the Cut-Off Date:
$17,734,541.00
Portion of the Class A-8 Notional Amount as of the Cut-Off Date evidenced by
this Certificate
$_________________________
____________________
Registered Owner Certificate No. __
A-8-1
<PAGE>
Exhibit A-9
CUSIP 693 48L GP8
MORTGAGE PASS-THROUGH CERTIFICATE
Class A-9
Evidencing a Percentage Interest in a trust fund whose assets consist of, among
other things, Mortgage Trust Certificates evidencing interests in a pool of
conventional one- to four-family mortgage loans formed and administered by
PNC MORTGAGE SECURITIES CORP.
This Certificate represents ownership of a "regular interest" in a "real estate
mortgage investment conduit," as those terms are defined in Sections 860G and
860D, respectively, of the Internal Revenue Code of 1986, as amended. The issue
date (the "Issue Date") of this Certificate is November 26, 1996. The rate at
which interest is payable as of the Issue Date with respect to this Certificate
is 7.500% per annum. [Assuming that the Mortgage Loans underlying the
Certificates prepay at the prepayment assumption used by the issuer in pricing
this Certificate (I.E., 260% of the Basic Prepayment Assumption as described in
the Prospectus Supplement), this Certificate has been issued with original issue
discount ("OID") of no more than $ per $100,000 of initial
Certificate Principal Balance, the yield to maturity is %, and the amount
of OID attributable to the short period is not more than $ per
$100,000 of initial Certificate Principal Balance, computed under the exact
method. No representation is made that the Mortgage Loans will prepay at a rate
based on the Basic Prepayment Rate or any other rate.]
[Unless this Certificate is presented by an authorized representative of The
Depository Trust Company, a New York corporation ("DTC"), to the Trustee or its
agent for registration of transfer, exchange, or payment, and any Certificate
issued is registered in the name of Cede & Co. or such other name as is
requested by an authorized representative of DTC (and any payment is made to
Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.]
Series 1996-3
Class A-9 Remittance Rate: 7.500%
Cut-Off Date: November 1, 1996
First Distribution Date: December 26, 1996
Last Scheduled Distribution Date: December 25, 2026
Class A-9 Principal Balance as of the Cut-Off Date:
$26,350,000.00
Portion of the Class A-9 Principal Balance as of the Cut-Off Date evidenced by
this Certificate
$_________________________
____________________
Registered Owner Certificate No. __
A-9-1
<PAGE>
Exhibit A-10
CUSIP 693 48L GQ6
MORTGAGE PASS-THROUGH CERTIFICATE
Class A-10
Evidencing a Percentage Interest in a trust fund whose assets consist of, among
other things, Mortgage Trust Certificates evidencing interests in a pool of
conventional one- to four-family mortgage loans formed and administered by
PNC MORTGAGE SECURITIES CORP.
This Certificate represents ownership of a "regular interest" in a "real estate
mortgage investment conduit," as those terms are defined in Sections 860G and
860D, respectively, of the Internal Revenue Code of 1986, as amended. The issue
date (the "Issue Date") of this Certificate is November 26, 1996. The rate at
which interest is payable as of the Issue Date with respect to this Certificate
is 5.775% per annum.
[Unless this Certificate is presented by an authorized representative of The
Depository Trust Company, a New York corporation ("DTC"), to the Trustee or its
agent for registration of transfer, exchange, or payment, and any Certificate
issued is registered in the name of Cede & Co. or such other name as is
requested by an authorized representative of DTC (and any payment is made to
Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.]
Series 1996-3
Class A-10 Remittance Rate: From the 25th of each month to the 24th of the
succeeding month, a per annum rate equal to LIBOR plus 0.400%, subject to a
minimum and maximum Remittance Rate of 0.400% and 9.000% per annum,
respectively.
Cut-Off Date: November 1, 1996
First Distribution Date: December 26, 1996
Last Scheduled Distribution Date: December 25, 2026
Class A-10 Principal Balance as of the Cut-Off Date:
$22,685,145.00
Portion of the Class A-10 Principal Balance as of the Cut-Off Date evidenced by
this Certificate
$_________________________
____________________
Registered Owner Certificate No. __
A-10-1
<PAGE>
Exhibit A-11
CUSIP 693 48L GR4
MORTGAGE PASS-THROUGH CERTIFICATE
Class A-11
Evidencing a Percentage Interest in a trust fund whose assets consist of, among
other things, Mortgage Trust Certificates evidencing interests in a pool of
conventional one- to four-family mortgage loans formed and administered by
PNC MORTGAGE SECURITIES CORP.
This Certificate represents ownership of a "regular interest" in a "real estate
mortgage investment conduit," as those terms are defined in Sections 860G and
860D, respectively, of the Internal Revenue Code of 1986, as amended. The issue
date (the "Issue Date") of this Certificate is November 26, 1996. The rate at
which interest is payable as of the Issue Date with respect to this Certificate
is 3.225% per annum. [Assuming that the Mortgage Loans underlying the
Certificates prepay at the prepayment assumption used by the issuer in pricing
this Certificate (I.E., 260% of the Basic Prepayment Assumption as described in
the Prospectus Supplement), this Certificate has been issued with original issue
discount ("OID") of no more than $ per $100,000 of initial
Certificate Principal Balance, the yield to maturity is %, and the amount
of OID attributable to the short period is not more than $ per
$100,000 of initial Certificate Principal Balance, computed under the exact
method. No representation is made that the Mortgage Loans will prepay at a rate
based on the Basic Prepayment Rate or any other rate.]
Series 1996-3
Class A-11 Remittance Rate: From the 25th of each month to the 24th of the
succeeding month, a per annum rate equal to 8.600% minus LIBOR, subject to a
minimum and maximum Remittance Rate of 0.000% and 8.600% per annum,
respectively.
Cut-Off Date: November 1, 1996
First Distribution Date: December 26, 1996
Last Scheduled Distribution Date: December 25, 2026
Class A-11 Principal Balance as of the Cut-Off Date:
$0.00
Class A-11 Notional Amount as of the Cut-Off Date:
$22,685,145.00
Portion of the Class A-11 Notional Amount as of the Cut-Off Date evidenced by
this Certificate
$_________________________
____________________
Registered Owner Certificate No. __
A-11-1
<PAGE>
Exhibit A-12
CUSIP 693 48L GS2
MORTGAGE PASS-THROUGH CERTIFICATE
Class A-12
Evidencing a Percentage Interest in a trust fund whose assets consist of, among
other things, Mortgage Trust Certificates evidencing interests in a pool of
conventional one- to four-family mortgage loans formed and administered by
PNC MORTGAGE SECURITIES CORP.
This Certificate represents ownership of a "regular interest" in a "real estate
mortgage investment conduit," as those terms are defined in Sections 860G and
860D, respectively, of the Internal Revenue Code of 1986, as amended. The issue
date (the "Issue Date") of this Certificate is November 26, 1996. The rate at
which interest is payable as of the Issue Date with respect to this Certificate
is 9.000% per annum.
[Unless this Certificate is presented by an authorized representative of The
Depository Trust Company, a New York corporation ("DTC"), to the Trustee or its
agent for registration of transfer, exchange, or payment, and any Certificate
issued is registered in the name of Cede & Co. or such other name as is
requested by an authorized representative of DTC (and any payment is made to
Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.]
Series 1996-3
Class A-12 Remittance Rate: 9.000%
Cut-Off Date: November 1, 1996
First Distribution Date: December 26, 1996
Last Scheduled Distribution Date: December 25, 2026
Class A-12 Principal Balance as of the Cut-Off Date:
$12,291,667.00
Portion of the Class A-12 Principal Balance as of the Cut-Off Date evidenced by
this Certificate
$_________________________
____________________
Registered Owner Certificate No. __
A-12-1
<PAGE>
Exhibit A-13
CUSIP 693 48L GU7
MORTGAGE PASS-THROUGH CERTIFICATE
Class P
Evidencing a Percentage Interest in a trust fund whose assets consist of, among
other things, Mortgage Trust Certificates evidencing interests in a pool of
conventional one- to four-family mortgage loans formed and administered by
PNC MORTGAGE SECURITIES CORP.
This Certificate represents ownership of a "regular interest" in a "real estate
mortgage investment conduit," as those terms are defined in Sections 860G and
860D, respectively, of the Internal Revenue Code of 1986, as amended. The issue
date (the "Issue Date") of this Certificate is November 26, 1996. Interest is
not payable with respect to this Certificate. [Assuming that the Mortgage Loans
underlying the Certificates prepay at the prepayment assumption used by the
issuer in pricing this Certificate (I.E., 260% of the Basic Prepayment
Assumption as described in the Prospectus Supplement), this Certificate has been
issued with original issue discount ("OID") of no more than $ per
$100,000 of initial Certificate Principal Balance, the yield to maturity is
%, and the amount of OID attributable to the short period is not more than $
per $100,000 of initial Certificate Principal Balance, computed under the
exact method. No representation is made that the Mortgage Loans will prepay at a
rate based on the Basic Prepayment Rate or any other rate.]
Series 1996-3
Class P Remittance Rate: 0.00%
Cut-Off Date: November 1, 1996
First Distribution Date: December 26, 1996
Last Scheduled Distribution Date: December 25, 2026
Class P Principal Balance as of the Cut-Off Date:
$1,172,035.09
Portion of the Class P Principal Balance as of the Cut-Off Date evidenced by
this Certificate
$_________________________
____________________
Registered Owner Certificate No. __
A-13-1
<PAGE>
Exhibit A-14
CUSIP 693 48L GT0
MORTGAGE PASS-THROUGH CERTIFICATE
Class X
Evidencing a Percentage Interest in a trust fund whose assets consist of, among
other things, Mortgage Trust Certificates evidencing interests in a pool of
conventional one- to four-family mortgage loans formed and administered by
PNC MORTGAGE SECURITIES CORP.
This Certificate represents ownership of a "regular interest" in a "real estate
mortgage investment conduit," as those terms are defined in Sections 860G and
860D, respectively, of the Internal Revenue Code of 1986, as amended. The issue
date (the "Issue Date") of this Certificate is November 26, 1996. The rate at
which interest is payable as of the Issue Date with respect to this Certificate
is 8.000% per annum. [Assuming that the Mortgage Loans underlying the
Certificates prepay at the prepayment assumption used by the issuer in pricing
this Certificate (I.E., 260% of the Basic Prepayment Assumption as described in
the Prospectus Supplement), this Certificate has been issued with original issue
discount ("OID") of no more than $ per $100,000 of initial
Certificate Principal Balance, the yield to maturity is %, and the amount
of OID attributable to the short period is not more than $ per
$100,000 of initial Certificate Principal Balance, computed under the exact
method. No representation is made that the Mortgage Loans will prepay at a rate
based on the Basic Prepayment Rate or any other rate.]
Series 1996-3
Class X Remittance Rate: 8.000% applied to the Class X Notional Amount
Cut-Off Date: November 1, 1996
First Distribution Date: December 26, 1996
Last Scheduled Distribution Date: December 25, 2026
Class X Principal Balance as of the Cut-Off Date:
$0.00
Class X Notional Amount as of the Cut-Off Date:
$8,792,643.00
Portion of the Class X Notional Amount as of the Cut-Off Date evidenced by this
Certificate
$_________________
____________________
Registered Owner Certificate No. __
A-14-1
<PAGE>
Exhibit A-15
CUSIP 693 48L GV5
MORTGAGE PASS-THROUGH CERTIFICATE
Class B-1
Evidencing a Percentage Interest in a trust fund whose assets consist of, among
other things, Mortgage Trust Certificates evidencing interests in a pool of
conventional one- to four-family mortgage loans formed and administered by
PNC MORTGAGE SECURITIES CORP.
This Certificate represents ownership of a "regular interest" in a "real estate
mortgage investment conduit," as those terms are defined in Sections 860G and
860D, respectively, of the Internal Revenue Code of 1986, as amended (the
"Code"). The issue date (the "Issue Date") of this Certificate is November 26,
1996. The rate at which interest is payable as of the Issue Date with respect to
this Certificate is 8.000% per annum.
IN THE CASE OF ANY CLASS B-1 CERTIFICATE PRESENTED FOR REGISTRATION IN THE
NAME OF AN EMPLOYEE BENEFIT OR OTHER PLAN SUBJECT TO THE PROHIBITED
TRANSACTION PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE CODE (OR COMPARABLE
PROVISIONS OF ANY SUBSEQUENT ENACTMENTS) (A "PLAN"), A TRUSTEE OF ANY SUCH
PLAN, OR ANY OTHER PERSON WHO IS USING "PLAN ASSETS" OF ANY SUCH PLAN TO
EFFECT SUCH ACQUISITION, THE TRUSTEE SHALL REQUIRE, EXCEPT AS OTHERWISE SET
FORTH IN SECTION 5.01(d) OF THE POOLING AGREEMENT, AN OPINION OF COUNSEL
ACCEPTABLE TO AND IN FORM AND SUBSTANCE SATISFACTORY TO THE TRUSTEE AND THE
COMPANY TO THE EFFECT THAT THE PURCHASE OR HOLDING OF A CLASS B-1
CERTIFICATE IS PERMISSIBLE UNDER APPLICABLE LAW, WILL NOT CONSTITUTE OR
RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR
SECTION 4975 OF THE CODE AND WILL NOT SUBJECT THE TRUSTEE, THE MASTER
SERVICER OR THE COMPANY TO ANY OBLIGATION OR LIABILITY (INCLUDING
OBLIGATIONS OR LIABILITIES UNDER SECTION 406 OF ERISA OR SECTION 4975 OF
THE CODE) IN ADDITION TO THOSE UNDERTAKEN IN THE POOLING AGREEMENT, WHICH
OPINION OF COUNSEL SHALL NOT BE AN EXPENSE OF THE TRUSTEE, THE MASTER
SERVICER OR THE COMPANY.
The Class B-1 Certificates will be subordinate in right of payment to and
provide credit support to certain Classes of Certificates, as described in the
Pooling Agreement.
Series 1996-3
Class B-1 Remittance Rate: 8.000%
Cut-Off Date: November 1, 1996
First Distribution Date: December 26, 1996
Last Scheduled Distribution Date: December 25, 2026
Class B-1 Principal Balance as of the Cut-Off Date:
$3,483,876.00
Portion of the Class B-1 Principal Balance as of the Cut-Off Date evidenced by
this Certificate:
$____________________
____________________
Registered Owner Certificate No. ___
A-15-1
<PAGE>
Exhibit A-16
CUSIP 693 48L GW3
MORTGAGE PASS-THROUGH CERTIFICATE
Class B-2
Evidencing a Percentage Interest in a trust fund whose assets consist of, among
other things, Mortgage Trust Certificates evidencing interests in a pool of
conventional one- to four-family mortgage loans formed and administered by
PNC MORTGAGE SECURITIES CORP.
This Certificate represents ownership of a "regular interest" in a "real estate
mortgage investment conduit," as those terms are defined in Sections 860G and
860D, respectively, of the Internal Revenue Code of 1986, as amended (the
"Code"). The issue date (the "Issue Date") of this Certificate is November 26,
1996. The rate at which interest is payable as of the Issue Date with respect to
this Certificate is 8.000% per annum.
IN THE CASE OF ANY CLASS B-2 CERTIFICATE PRESENTED FOR REGISTRATION IN THE
NAME OF AN EMPLOYEE BENEFIT OR OTHER PLAN SUBJECT TO THE PROHIBITED
TRANSACTION PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE CODE (OR COMPARABLE
PROVISIONS OF ANY SUBSEQUENT ENACTMENTS) (A "PLAN"), A TRUSTEE OF ANY SUCH
PLAN, OR ANY OTHER PERSON WHO IS USING "PLAN ASSETS" OF ANY SUCH PLAN TO
EFFECT SUCH ACQUISITION, THE TRUSTEE SHALL REQUIRE, EXCEPT AS OTHERWISE SET
FORTH IN SECTION 5.01(d) OF THE POOLING AGREEMENT, AN OPINION OF COUNSEL
ACCEPTABLE TO AND IN FORM AND SUBSTANCE SATISFACTORY TO THE TRUSTEE AND THE
COMPANY TO THE EFFECT THAT THE PURCHASE OR HOLDING OF A CLASS B-2
CERTIFICATE IS PERMISSIBLE UNDER APPLICABLE LAW, WILL NOT CONSTITUTE OR
RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR
SECTION 4975 OF THE CODE AND WILL NOT SUBJECT THE TRUSTEE, THE MASTER
SERVICER OR THE COMPANY TO ANY OBLIGATION OR LIABILITY (INCLUDING
OBLIGATIONS OR LIABILITIES UNDER SECTION 406 OF ERISA OR SECTION 4975 OF
THE CODE) IN ADDITION TO THOSE UNDERTAKEN IN THE POOLING AGREEMENT, WHICH
OPINION OF COUNSEL SHALL NOT BE AN EXPENSE OF THE TRUSTEE, THE MASTER
SERVICER OR THE COMPANY.
The Class B-2 Certificates will be subordinate in right of payment to and
provide credit support to certain Classes of Certificates, as described in the
Pooling Agreement.
Series 1996-3
Class B-2 Remittance Rate: 8.000%
Cut-Off Date: November 1, 1996
First Distribution Date: December 26, 1996
Last Scheduled Distribution Date: December 25, 2026
Class B-2 Principal Balance as of the Cut-Off Date:
$2,177,422.00
Portion of the Class B-2 Principal Balance as of the Cut-Off Date evidenced by
this Certificate:
$____________________
____________________
Registered Owner Certificate No. ___
A-16-1
<PAGE>
Exhibit A-17
CUSIP 693 48L GX1
MORTGAGE PASS-THROUGH CERTIFICATE
Class B-3
Evidencing a Percentage Interest in a trust fund whose assets consist of, among
other things, Mortgage Trust Certificates evidencing interests in a pool of
conventional one- to four-family mortgage loans formed and administered by
PNC MORTGAGE SECURITIES CORP.
This Certificate represents ownership of a "regular interest" in a "real estate
mortgage investment conduit," as those terms are defined in Sections 860G and
860D, respectively, of the Internal Revenue Code of 1986, as amended (the
"Code"). The issue date (the "Issue Date") of this Certificate is November 26,
1996. The rate at which interest is payable as of the Issue Date with respect to
this Certificate is 8.000% per annum.
IN THE CASE OF ANY CLASS B-3 CERTIFICATE PRESENTED FOR REGISTRATION IN THE
NAME OF AN EMPLOYEE BENEFIT OR OTHER PLAN SUBJECT TO THE PROHIBITED
TRANSACTION PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE CODE (OR COMPARABLE
PROVISIONS OF ANY SUBSEQUENT ENACTMENTS) (A "PLAN"), A TRUSTEE OF ANY SUCH
PLAN, OR ANY OTHER PERSON WHO IS USING "PLAN ASSETS" OF ANY SUCH PLAN TO
EFFECT SUCH ACQUISITION, THE TRUSTEE SHALL REQUIRE, EXCEPT AS OTHERWISE SET
FORTH IN SECTION 5.01(d) OF THE POOLING AGREEMENT, AN OPINION OF COUNSEL
ACCEPTABLE TO AND IN FORM AND SUBSTANCE SATISFACTORY TO THE TRUSTEE AND THE
COMPANY TO THE EFFECT THAT THE PURCHASE OR HOLDING OF A CLASS B-3
CERTIFICATE IS PERMISSIBLE UNDER APPLICABLE LAW, WILL NOT CONSTITUTE OR
RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR
SECTION 4975 OF THE CODE AND WILL NOT SUBJECT THE TRUSTEE, THE MASTER
SERVICER OR THE COMPANY TO ANY OBLIGATION OR LIABILITY (INCLUDING
OBLIGATIONS OR LIABILITIES UNDER SECTION 406 OF ERISA OR SECTION 4975 OF
THE CODE) IN ADDITION TO THOSE UNDERTAKEN IN THE POOLING AGREEMENT, WHICH
OPINION OF COUNSEL SHALL NOT BE AN EXPENSE OF THE TRUSTEE, THE MASTER
SERVICER OR THE COMPANY.
The Class B-3 Certificates will be subordinate in right of payment to and
provide credit support to certain Classes of Certificates, as described in the
Pooling Agreement.
Series 1996-3
Class B-3 Remittance Rate: 8.000%
Cut-Off Date: November 1, 1996
First Distribution Date: December 26, 1996
Last Scheduled Distribution Date: December 25, 2026
Class B-3 Principal Balance as of the Cut-Off Date:
$1,393,550.00
Portion of the Class B-3 Principal Balance as of the Cut-Off Date evidenced by
this Certificate:
$____________________
____________________
Registered Owner Certificate No. ___
A-17-1
<PAGE>
Exhibit A-18
CUSIP 693 48L HA0
MORTGAGE PASS-THROUGH CERTIFICATE
Class B-4
Evidencing a Percentage Interest in a trust fund whose assets consist of, among
other things, Mortgage Trust Certificates evidencing interests in a pool of
conventional one- to four-family mortgage loans formed and administered by
PNC MORTGAGE SECURITIES CORP.
This Certificate represents ownership of a "regular interest" in a "real estate
mortgage investment conduit," as those terms are defined in Sections 860G and
860D, respectively, of the Internal Revenue Code of 1986, as amended (the
"Code"). The issue date (the "Date") of this Certificate is November 26, 1996.
The rate at which interest is payable as of the Issue Date with respect to this
Certificate is 8.000% per annum. [Assuming that the Mortgage Loans underlying
the Certificates prepay at the prepayment assumption used by the issuer in
pricing this Certificate (I.E., 260% of the Basic Prepayment Assumption as
described in the Prospectus Supplement), this Certificate has been issued with
original issue discount ("OID") of no more than $ per $100,000 of
initial Certificate Principal Balance, the yield to maturity is %, and the
amount of OID attributable to the short period is not more than $ per
$100,000 of initial Certificate Principal Balance, computed under the exact
method. No representation is made that the Mortgage Loans will prepay at a rate
based on the Basic Prepayment Rate or any other rate.]
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933. THESE SECURITIES MAY NOT BE OFFERED, SOLD,
TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF REGISTRATION OR THE
AVAILABILITY OF AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933
AND EXCEPT IN ACCORDANCE WITH SECTION 5.01(e) OR SECTION 5.01(f) OF THE POOLING
AGREEMENT. IN ADDITION, IN THE CASE OF ANY CLASS B-4 CERTIFICATE PRESENTED FOR
REGISTRATION IN THE NAME OF AN EMPLOYEE BENEFIT OR OTHER PLAN SUBJECT TO THE
PROHIBITED TRANSACTION PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT
OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE CODE (OR COMPARABLE
PROVISIONS OF ANY SUBSEQUENT ENACTMENTS) (A "PLAN"), A TRUSTEE OF ANY SUCH PLAN,
OR ANY OTHER PERSON WHO IS USING "PLAN ASSETS" OF ANY SUCH PLAN TO EFFECT SUCH
ACQUISITION, THE TRUSTEE SHALL REQUIRE, EXCEPT AS OTHERWISE SET FORTH IN SECTION
5.01(d) OF THE POOLING AGREEMENT, AN OPINION OF COUNSEL ACCEPTABLE TO AND IN
FORM AND SUBSTANCE SATISFACTORY TO THE TRUSTEE AND THE COMPANY TO THE EFFECT
THAT THE PURCHASE OR HOLDING OF A CLASS B-4 CERTIFICATE IS PERMISSIBLE UNDER
APPLICABLE LAW, WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED
TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE AND WILL NOT
SUBJECT THE TRUSTEE, THE MASTER SERVICER OR THE COMPANY TO ANY OBLIGATION OR
LIABILITY (INCLUDING OBLIGATIONS OR LIABILITIES UNDER SECTION 406 OF ERISA OR
SECTION 4975 OF THE CODE) IN ADDITION TO THOSE UNDERTAKEN IN THE POOLING
AGREEMENT, WHICH OPINION OF COUNSEL SHALL NOT BE AN EXPENSE OF THE TRUSTEE, THE
MASTER SERVICER OR THE COMPANY.
The Class B-4 Certificates will be subordinate in right of payment to and
provide credit support to certain Classes of Certificates, as described in the
Pooling Agreement.
Series 1996-3
Class B-4 Remittance Rate: 8.000%
Cut-Off Date: November 1, 1996
First Distribution Date: December 26, 1996
Last Scheduled Distribution Date: December 25, 2026
Class B-4 Principal Balance as of the Cut-Off Date:
$522,581.00
Portion of the Class B-4 Principal Balance as of the Cut-Off Date evidenced by
this Certificate:
$____________________
____________________
Registered Owner Certificate No. ___
A-18-1
<PAGE>
Exhibit A-19
CUSIP 693 48L HB8
MORTGAGE PASS-THROUGH CERTIFICATE
Class B-5
Evidencing a Percentage Interest in a trust fund whose assets consist of, among
other things, Mortgage Trust Certificates evidencing interests in a pool of
conventional one- to four-family mortgage loans formed and administered by
PNC MORTGAGE SECURITIES CORP.
This Certificate represents ownership of a "regular interest" in a "real estate
mortgage investment conduit," as those terms are defined in Sections 860G and
860D, respectively, of the Internal Revenue Code of 1986, as amended (the
"Code"). The issue date (the "Issue Date") of this Certificate is November 26,
1996. The rate at which interest is payable as of the Issue Date with respect to
this Certificate is 8.000% per annum. [Assuming that the Mortgage Loans
underlying the Certificates prepay at the prepayment assumption used by the
issuer in pricing this Certificate (I.E., 260% of the Basic Prepayment
Assumption as described in the Prospectus Supplement), this Certificate has been
issued with original issue discount ("OID") of no more than $ per
$100,000 of initial Certificate Principal Balance, the yield to maturity is
%, and the amount of OID attributable to the short period is not more than $
per $100,000 of initial Certificate Principal Balance, computed under the
exact method. No representation is made that the Mortgage Loans will prepay at a
rate based on the Basic Prepayment Rate or any other rate.]
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933. THESE SECURITIES MAY NOT BE OFFERED, SOLD,
TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF REGISTRATION OR THE
AVAILABILITY OF AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933
AND EXCEPT IN ACCORDANCE WITH SECTION 5.01(e) OR SECTION 5.01(f) OF THE POOLING
AGREEMENT. IN ADDITION, IN THE CASE OF ANY CLASS B-5 CERTIFICATE PRESENTED FOR
REGISTRATION IN THE NAME OF AN EMPLOYEE BENEFIT OR OTHER PLAN SUBJECT TO THE
PROHIBITED TRANSACTION PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT
OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE CODE (OR COMPARABLE
PROVISIONS OF ANY SUBSEQUENT ENACTMENTS) (A "PLAN"), A TRUSTEE OF ANY SUCH PLAN,
OR ANY OTHER PERSON WHO IS USING "PLAN ASSETS" OF ANY SUCH PLAN TO EFFECT SUCH
ACQUISITION, THE TRUSTEE SHALL REQUIRE, EXCEPT AS OTHERWISE SET FORTH IN SECTION
5.01(d) OF THE POOLING AGREEMENT, AN OPINION OF COUNSEL ACCEPTABLE TO AND IN
FORM AND SUBSTANCE SATISFACTORY TO THE TRUSTEE AND THE COMPANY TO THE EFFECT
THAT THE PURCHASE OR HOLDING OF A CLASS B-5 CERTIFICATE IS PERMISSIBLE UNDER
APPLICABLE LAW, WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED
TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE AND WILL NOT
SUBJECT THE TRUSTEE, THE MASTER SERVICER OR THE COMPANY TO ANY OBLIGATION OR
LIABILITY (INCLUDING OBLIGATIONS OR LIABILITIES UNDER SECTION 406 OF ERISA OR
SECTION 4975 OF THE CODE) IN ADDITION TO THOSE UNDERTAKEN IN THE POOLING
AGREEMENT, WHICH OPINION OF COUNSEL SHALL NOT BE AN EXPENSE OF THE TRUSTEE, THE
MASTER SERVICER OR THE COMPANY.
The Class B-5 Certificates will be subordinate in right of payment to and
provide credit support to certain Classes of Certificates, as described in the
Pooling Agreement.
Series 1996-3
Class B-5 Remittance Rate: 8.000%
Cut-Off Date: November 1, 1996
First Distribution Date: December 26, 1996
Last Scheduled Distribution Date: December 25, 2026
Class B-5 Principal Balance as of the Cut-Off Date:
$609,678.00
Portion of the Class B-5 Principal Balance as of the Cut-Off Date evidenced by
this Certificate:
$____________________
____________________
Registered Owner Certificate No. ___
A-19-1
<PAGE>
Exhibit A-20
CUSIP 693 48L HC6
MORTGAGE PASS-THROUGH CERTIFICATE
Class B-6
Evidencing a Percentage Interest in a trust fund whose assets consist of, among
other things, Mortgage Trust Certificates evidencing interests in a pool of
conventional one- to four-family mortgage loans formed and administered by
PNC MORTGAGE SECURITIES CORP.
This Certificate represents ownership of a "regular interest" in a "real estate
mortgage investment conduit," as those terms are defined in Sections 860G and
860D, respectively, of the Internal Revenue Code of 1986, as amended (the
"Code"). The issue date (the "Issue Date") of this Certificate is November 26,
1996. The rate at which interest is payable as of the Issue Date with respect to
this Certificate is 8.000% per annum. [Assuming that the Mortgage Loans
underlying the Certificates prepay at the prepayment assumption used by the
issuer in pricing this Certificate (I.E., 260% of the Basic Prepayment
Assumption as described in the Prospectus Supplement), this Certificate has been
issued with original issue discount ("OID") of no more than $ per
$100,000 of initial Certificate Principal Balance, the yield to maturity is
%, and the amount of OID attributable to the short period is not more than $
per $100,000 of initial Certificate Principal Balance, computed under the
exact method. No representation is made that the Mortgage Loans will prepay at a
rate based on the Basic Prepayment Rate or any other rate.]
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933. THESE SECURITIES MAY NOT BE OFFERED, SOLD,
TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF REGISTRATION OR THE
AVAILABILITY OF AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933
AND EXCEPT IN ACCORDANCE WITH SECTION 5.01(e) OR SECTION 5.01(f) OF THE POOLING
AGREEMENT. IN ADDITION, IN THE CASE OF ANY CLASS B-6 CERTIFICATE PRESENTED FOR
REGISTRATION IN THE NAME OF AN EMPLOYEE BENEFIT OR OTHER PLAN SUBJECT TO THE
PROHIBITED TRANSACTION PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT
OF 1974, AS AMENDED ("ERISA"), OR SECTION 4976 OF THE CODE (OR COMPARABLE
PROVISIONS OF ANY SUBSEQUENT ENACTMENTS) (A "PLAN"), A TRUSTEE OF ANY SUCH PLAN,
OR ANY OTHER PERSON WHO IS USING "PLAN ASSETS" OF ANY SUCH PLAN TO EFFECT SUCH
ACQUISITION, THE TRUSTEE SHALL REQUIRE, EXCEPT AS OTHERWISE SET FORTH IN SECTION
5.01(d) OF THE POOLING AGREEMENT, AN OPINION OF COUNSEL ACCEPTABLE TO AND IN
FORM AND SUBSTANCE SATISFACTORY TO THE TRUSTEE AND THE COMPANY TO THE EFFECT
THAT THE PURCHASE OR HOLDING OF A CLASS B-6 CERTIFICATE IS PERMISSIBLE UNDER
APPLICABLE LAW, WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED
TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE AND WILL NOT
SUBJECT THE TRUSTEE, THE MASTER SERVICER OR THE COMPANY TO ANY OBLIGATION OR
LIABILITY (INCLUDING OBLIGATIONS OR LIABILITIES UNDER SECTION 406 OF ERISA OR
SECTION 4975 OF THE CODE) IN ADDITION TO THOSE UNDERTAKEN IN THE POOLING
AGREEMENT, WHICH OPINION OF COUNSEL SHALL NOT BE AN EXPENSE OF THE TRUSTEE, THE
MASTER SERVICER OR THE COMPANY.
The Class B-6 Certificates will be subordinate in right of payment to and
provide credit support to certain Classes of Certificates, as described in the
Pooling Agreement.
Series 1996-3
Class B-6 Remittance Rate: 8.000%
Cut-Off Date: November 1, 1996
First Distribution Date: December 26, 1996
Last Scheduled Distribution Date: December 25, 2026
Class B-6 Principal Balance as of the Cut-Off Date:
$609,681.97
Portion of the Class B-6 Principal Balance as of the Cut-Off Date evidenced by
this Certificate:
$____________________
____________________
Registered Owner Certificate No. ___
A-20-1
<PAGE>
Exhibit B-1
CUSIP 693 48L GZ6
MORTGAGE TRUST CERTIFICATE
Class R-1
Evidencing a Percentage Interest in certain distributions with respect to a pool
of conventional one- to four-family mortgage loans formed and administered by
PNC MORTGAGE SECURITIES CORP.
ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE MADE
ONLY IF THE PROPOSED TRANSFEREE PROVIDES A TRANSFER AFFIDAVIT TO THE COMPANY
AND THE CERTIFICATE REGISTRAR THAT (1) SUCH TRANSFEREE IS NOT EITHER (A) THE
UNITED STATES, ANY STATE OR POLITICAL SUBDIVISION THEREOF, ANY FOREIGN
GOVERNMENT, ANY INTERNATIONAL ORGANIZATION, OR ANY AGENCY OR INSTRUMENTALITY
OF ANY OF THE FOREGOING, (B) ANY ORGANIZATION (OTHER THAN A COOPERATIVE
DESCRIBED IN SECTION 521 OF THE CODE) WHICH IS EXEMPT FROM THE TAX IMPOSED BY
CHAPTER 1 OF THE CODE UNLESS SUCH ORGANIZATION IS SUBJECT TO THE TAX IMPOSED
BY SECTION 511 OF THE CODE, (C) ANY ORGANIZATION DESCRIBED IN SECTION
1381(a)(2)(C) OF THE CODE (ANY SUCH PERSON DESCRIBED IN THE FOREGOING CLAUSES
(A), (B), OR (C) BEING HEREINAFTER REFERRED TO AS A "DISQUALIFIED
ORGANIZATION"), OR (D) AN AGENT OF A DISQUALIFIED ORGANIZATION AND (2) NO
PURPOSE OF SUCH TRANSFER IS TO ENABLE THE TRANSFER TO IMPEDE THE ASSESSMENT
OR COLLECTION OF TAX. SUCH AFFIDAVIT SHALL INCLUDE CERTAIN REPRESENTATIONS AS
TO THE FINANCIAL CONDITION OF THE PROPOSED TRANSFEREE. NOTWITHSTANDING THE
REGISTRATION IN THE CERTIFICATE REGISTER OF ANY TRANSFER, SALE OR OTHER
DISPOSITION OF THIS CLASS R-1 CERTIFICATE TO A DISQUALIFIED ORGANIZATION OR
AN AGENT OF A DISQUALIFIED ORGANIZATION, SUCH REGISTRATION SHALL BE DEEMED TO
BE OF NO LEGAL FORCE OR EFFECT WHATSOEVER AND SUCH PERSON SHALL NOT BE DEEMED
TO BE A CERTIFICATEHOLDER FOR ANY PURPOSE HEREUNDER, INCLUDING, BUT NOT
LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON THIS CERTIFICATE. EACH HOLDER OF
A CLASS R-1 CERTIFICATE BY ACCEPTANCE OF THIS CERTIFICATE SHALL BE DEEMED TO
HAVE CONSENTED TO THE PROVISIONS OF THIS PARAGRAPH.
IN THE CASE OF ANY CLASS R-1 CERTIFICATE PRESENTED FOR REGISTRATION IN THE
NAME OF AN EMPLOYEE BENEFIT OR OTHER PLAN SUBJECT TO THE FIDUCIARY
RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE CODE (OR COMPARABLE
PROVISIONS OF ANY SUBSEQUENT ENACTMENTS) (A "PLAN"), OR A TRUSTEE OF ANY SUCH
PLAN, OR ANY OTHER PERSON WHO IS USING "PLAN ASSETS" OF ANY SUCH PLAN TO
EFFECT SUCH ACQUISITION, THE TRUSTEE SHALL REQUIRE AN OPINION OF COUNSEL
ACCEPTABLE TO AND IN FORM AND SUBSTANCE SATISFACTORY TO THE TRUSTEE AND THE
COMPANY TO THE EFFECT THAT THE PURCHASE OR HOLDING OF A CLASS R-1 CERTIFICATE
IS PERMISSIBLE UNDER APPLICABLE LAW, WILL NOT CONSTITUTE OR RESULT IN A
NON-EXEMPT PROHIBITED TRANSACTION WITHIN THE MEANING OF SECTION 406 OF ERISA
OR SECTION 4975 OF THE CODE AND WILL NOT SUBJECT THE TRUSTEE, THE MASTER
SERVICER OR THE COMPANY TO ANY OBLIGATION OR LIABILITY (INCLUDING OBLIGATIONS
OR LIABILITIES UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE) IN
ADDITION TO THOSE UNDERTAKEN IN THE POOLING AGREEMENT, WHICH OPINION OF
COUNSEL SHALL NOT BE AN EXPENSE OF THE TRUSTEE, THE MASTER SERVICER OR THE
COMPANY.
Solely for U.S. federal income tax purposes, this Certificate represents a
"residual interest" in a "real estate mortgage investment conduit," as those
terms are defined in Sections 860G and 860D, respectively, of the Internal
Revenue Code of 1986, as amended.
Series 1996-3 Percentage Interest evidenced by this
Class R-1 Certificate in the distributions to
be made with\respect to the Class R-1
Certificate: ___%
Class R-1 Remittance Rate: 8.000%. Additionally, the the Class R-1
Certificates are entitled to Excess Liquidation Proceeds and the Residual
Distribution Amount as defined in the Pooling Agreement.
Cut-Off Date: November 1, 1996
First Distribution Date: December 26, 1996
Last Scheduled Distribution Date: December 25, 2026
Class R-1 Principal Balance as of the Cut-Off Date:
$50.00
--------------------------
Registered Owner Certificate No. ___
B-1
<PAGE>
Exhibit B-2
CUSIP 693 48L GY9
MORTGAGE PASS-THROUGH CERTIFICATE
Class R
Evidencing a Percentage Interest in a trust fund whose assets consist of,
among other things, Mortgage Trust Certificates evidencing interests in a
pool of conventional one- to four-family mortgage loans formed and
administered by
PNC MORTGAGE SECURITIES CORP.
ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE MADE
ONLY IF THE PROPOSED TRANSFEREE PROVIDES A TRANSFER AFFIDAVIT TO THE COMPANY
AND THE CERTIFICATE REGISTRAR THAT (1) SUCH TRANSFEREE IS NOT EITHER (A) THE
UNITED STATES, ANY STATE OR POLITICAL SUBDIVISION THEREOF, ANY FOREIGN
GOVERNMENT, ANY INTERNATIONAL ORGANIZATION, OR ANY AGENCY OR INSTRUMENTALITY
OF ANY OF THE FOREGOING, (B) ANY ORGANIZATION (OTHER THAN A COOPERATIVE
DESCRIBED IN SECTION 521 OF THE CODE) WHICH IS EXEMPT FROM THE TAX IMPOSED BY
CHAPTER 1 OF THE CODE UNLESS SUCH ORGANIZATION IS SUBJECT TO THE TAX IMPOSED
BY SECTION 511 OF THE CODE, (C) ANY ORGANIZATION DESCRIBED IN SECTION
1381(a)(2)(C) OF THE CODE (ANY SUCH PERSON DESCRIBED IN THE FOREGOING CLAUSES
(A), (B), OR (C) BEING HEREINAFTER REFERRED TO AS A "DISQUALIFIED
ORGANIZATION"), OR (D) AN AGENT OF A DISQUALIFIED ORGANIZATION AND (2) NO
PURPOSE OF SUCH TRANSFER IS TO ENABLE THE TRANSFEROR TO IMPEDE THE ASSESSMENT
OR COLLECTION OF TAX. SUCH AFFIDAVIT SHALL INCLUDE CERTAIN REPRESENTATIONS AS
TO THE FINANCIAL CONDITION OF THE PROPOSED TRANSFEREE. NOTWITHSTANDING THE
REGISTRATION IN THE CERTIFICATE REGISTER OF ANY TRANSFER, SALE OR OTHER
DISPOSITION OF THIS CLASS R CERTIFICATE TO A DISQUALIFIED ORGANIZATION OR AN
AGENT OF A DISQUALIFIED ORGANIZATION, SUCH REGISTRATION SHALL BE DEEMED TO BE
OF NO LEGAL FORCE OR EFFECT WHATSOEVER AND SUCH PERSON SHALL NOT BE DEEMED TO
BE A CERTIFICATEHOLDER FOR ANY PURPOSE HEREUNDER, INCLUDING, BUT NOT LIMITED
TO, THE RECEIPT OF DISTRIBUTIONS ON THIS CERTIFICATE. EACH HOLDER OF THE
CLASS R CERTIFICATE BY ACCEPTANCE OF THIS CERTIFICATE SHALL BE DEEMED TO HAVE
CONSENTED TO THE PROVISIONS OF THIS PARAGRAPH.
IN THE CASE OF ANY CLASS R CERTIFICATE PRESENTED FOR REGISTRATION IN THE NAME
OF AN EMPLOYEE BENEFIT OR OTHER PLAN SUBJECT TO THE FIDUCIARY RESPONSIBILITY
PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
("ERISA"), OR SECTION 4975 OF THE CODE (OR COMPARABLE PROVISIONS OF ANY
SUBSEQUENT ENACTMENTS) (A "PLAN"), OR A TRUSTEE OF ANY SUCH PLAN, OR ANY
OTHER PERSON WHO IS USING "PLAN ASSETS" OF ANY SUCH PLAN TO EFFECT SUCH
ACQUISITION, THE TRUSTEE SHALL REQUIRE AN OPINION OF COUNSEL ACCEPTABLE TO
AND IN FORM AND SUBSTANCE SATISFACTORY TO THE TRUSTEE AND THE COMPANY TO THE
EFFECT THAT THE PURCHASE OR HOLDING OF A CLASS R CERTIFICATE IS PERMISSIBLE
UNDER APPLICABLE LAW, WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT
PROHIBITED TRANSACTION WITHIN THE MEANING OF SECTION 406 OF ERISA OR SECTION
4975 OF THE CODE AND WILL NOT SUBJECT THE TRUSTEE, THE MASTER SERVICER OR THE
COMPANY TO ANY OBLIGATION OR LIABILITY (INCLUDING OBLIGATIONS OR LIABILITIES
UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE) IN ADDITION TO THOSE
UNDERTAKEN IN THE POOLING AGREEMENT, WHICH OPINION OF COUNSEL SHALL NOT BE AN
EXPENSE OF THE TRUSTEE, THE MASTER SERVICER OR THE COMPANY.
Solely for U.S. federal income tax purposes, this Certificate represents a
"residual interest" in a "real estate mortgage investment conduit," as those
terms are defined in Sections 860G and 860D, respectively, of the Internal
Revenue Code of 1986, as amended.
Series 1996-3 Percentage Interest evidenced by
this Class R Certificate in the
Class R Remittance Rate: 8.000%. distributions to be made with
Additionally, the Class R respect to the Class R Certificate:
Certificates are entitled to the ____%
Residual Distribution Amount as
defined in the Pooling Agreement.
Cut-Off Date: November 1, 1996
First Distribution Date: December 26, 1996
Last Scheduled Distribution Date: December 25, 2026
Class R Principal Balance as of the Cut-Off Date: $50.00
---------------------------
Registered Owner Certificate No. ___
B-2
<PAGE>
Exhibit C-1
MORTGAGE TRUST CERTIFICATE
Class A1-L
Evidencing a Percentage Interest in certain distributions with respect to a pool
of conventional one- to four-family mortgage loans formed and administered by
PNC MORTGAGE SECURITIES CORP.
This Certificate represents ownership of a "regular interest" in a "real estate
mortgage investment conduit", as those terms are defined in Sections 860G and
860D, respectively, of the Internal Revenue Code of 1986, as amended. The issue
date (the "Issue Date") of this Certificate is November 26, 1996.
Series 1996-3 Portion of the Class A1-L Principal
Balance as of the Cut-Off Date
Class A1-L Remittance Rate: 9.000% evidenced by this Certificate:
$__________________________________
Cut-Off Date: November 1, 1996
First Distribution Date: December 26, 1996
Last Scheduled Distribution Date: December 25, 2026
Class A1-L Principal Balance as of the Cut-Off Date:
$4,800,000.00
--------------------------
Registered Owner Certificate No.
---
C-1-1
<PAGE>
Exhibit C-2
MORTGAGE TRUST CERTIFICATE
Class A3-L
Evidencing a Percentage Interest in certain distributions with respect to a pool
of conventional one- to four-family mortgage loans formed and administered by
PNC MORTGAGE SECURITIES CORP.
This Certificate represents ownership of a "regular interest" in a "real estate
mortgage investment conduit," as those terms are defined in Sections 860G and
860D, respectively, of the Internal Revenue Code of 1986, as amended. The issue
date (the "Issue Date") of this Certificate is November 26, 1996.
Series 1996-3 Portion of the Class A3-L Principal
Balance as of the Cut-Off Date
Class A3-L Remittance Rate: 8.000% evidenced by this Certificate:
$__________________________________
Cut-Off Date: November 1, 1996
First Distribution Date: December 26, 1996
Last Scheduled Distribution Date: December 25, 2026
Class A3-L Principal Balance as of the Cut-Off Date:
$21,000,000.00
-------------------------
Registered Owner Certificate No.
---
C-2-1
<PAGE>
Exhibit C-3
MORTGAGE TRUST CERTIFICATE
Class A4-L
Evidencing a Percentage Interest in certain distributions with respect to a pool
of conventional one- to four-family mortgage loans formed and administered by
PNC MORTGAGE SECURITIES CORP.
This Certificate represents ownership of a "regular interest" in a "real estate
mortgage investment conduit," as those terms are defined in Sections 860G and
860D, respectively, of the Internal Revenue Code of 1986, as amended. The issue
date (the "Issue Date") of this Certificate is November 26, 1996.
Series 1996-3 Portion of the Class A4-L Principal
Balance as of the Cut-Off Date
Class A4-L Remittance Rate: 8.000% evidenced by this Certificate:
$__________________________________
Cut-Off Date: November 1, 1996
First Distribution Date: December 26, 1996
Last Scheduled Distribution Date: December 25, 2026
Class A4-L Principal Balance as of the Cut-Off Date:
$6,550,287.00
-------------------------
Registered Owner Certificate No.
---
C-3-1
<PAGE>
Exhibit C-4
MORTGAGE TRUST CERTIFICATE
Class A5-L
Evidencing a Percentage Interest in certain distributions with respect to a pool
of conventional one- to four-family mortgage loans formed and administered by
PNC MORTGAGE SECURITIES CORP.
This Certificate represents ownership of a "regular interest" in a "real estate
mortgage investment conduit," as those terms are defined in Sections 860G and
860D, respectively, of the Internal Revenue Code of 1986, as amended. The issue
date (the "Issue Date") of this Certificate is November 26, 1996.
Series 1996-3 Portion of the Class A5-L Principal
Balance as of the Cut-Off Date
Class A5-L Remittance Rate: 8.000% evidenced by this Certificate:
$__________________________________
Cut-Off Date: November 1, 1996
First Distribution Date: December 26, 1996
Last Scheduled Distribution Date: December 25, 2026
Class A5-L Principal Balance as of the Cut-Off Date:
$17,344,181.00
--------------------------
Registered Owner Certificate No.
---
C-4-1
<PAGE>
Exhibit C-5
MORTGAGE TRUST CERTIFICATE
Class A6-L
Evidencing a Percentage Interest in certain distributions with respect to a pool
of conventional one- to four-family mortgage loans formed and administered by
PNC MORTGAGE SECURITIES CORP.
This Certificate represents ownership of a "regular interest" in a "real estate
mortgage investment conduit," as those terms are defined in Sections 860G and
860D, respectively, of the Internal Revenue Code of 1986, as amended. The issue
date (the "Issue Date") of this Certificate is November 26, 1996.
Series 1996-3 Portion of the Class A6-L Principal
Balance as of the Cut-Off Date
Class A6-L Remittance Rate: 7.000% evidenced by this Certificate:
$__________________________________
Cut-Off Date: November 1, 1996
First Distribution Date: December 26, 1996
Last Scheduled Distribution Date: December 25, 2026
Class A6-L Principal Balance as of the Cut-Off Date:
$35,469,082.00
--------------------------
Registered Owner Certificate No.
---
C-5-1
<PAGE>
Exhibit C-6
MORTGAGE TRUST CERTIFICATE
Class A7-L
Evidencing a Percentage Interest in certain distributions with respect to a pool
of conventional one- to four-family mortgage loans formed and administered by
PNC MORTGAGE SECURITIES CORP.
This Certificate represents ownership of a "regular interest" in a "real estate
mortgage investment conduit," as those terms are defined in Sections 860G and
860D, respectively, of the Internal Revenue Code of 1986, as amended. The issue
date (the "Issue Date") of this Certificate is November 26, 1996.
Series 1996-3 Portion of the Class A7-L Principal
Balance as of the Cut-Off Date
Class A7-L Remittance Rate: 8.500% evidenced by this Certificate:
$__________________________________
Cut-Off Date: November 1, 1996
First Distribution Date: December 26, 1996
Last Scheduled Distribution Date: December 25, 2026
Class A7-L Principal Balance as of the Cut-Off Date:
$17,734,541.00
---------------------------
Registered Owner Certificate No.
---
C-6-1
<PAGE>
Exhibit C-7
MORTGAGE TRUST CERTIFICATE
Class A9-L
Evidencing a Percentage Interest in certain distributions with respect to a pool
of conventional one- to four-family mortgage loans formed and administered by
PNC MORTGAGE SECURITIES CORP.
This Certificate represents ownership of a "regular interest" in a "real estate
mortgage investment conduit," as those terms are defined in Sections 860G and
860D, respectively, of the Internal Revenue Code of 1986, as amended. The issue
date (the "Issue Date") of this Certificate is November 26, 1996.
Series 1996-3 Portion of the Class A9-L Principal
Balance as of the Cut-Off Date
Class A9-L Remittance Rate: 7.500% evidenced by this Certificate:
$__________________________________
Cut-Off Date: November 1, 1996
First Distribution Date: December 26, 1996
Last Scheduled Distribution Date: December 25, 2026
Class A9-L Principal Balance as of the Cut-Off Date:
$26,350,000.00
------------------------
Registered Owner Certificate No.
---
C-7-1
<PAGE>
Exhibit C-6
MORTGAGE TRUST CERTIFICATE
Class A10-L
Evidencing a Percentage Interest in certain distributions with respect to a pool
of conventional one- to four-family mortgage loans formed and administered by
PNC MORTGAGE SECURITIES CORP.
This Certificate represents ownership of a "regular interest" in a "real estate
mortgage investment conduit," as those terms are defined in Sections 860G and
860D, respectively, of the Internal Revenue Code of 1986, as amended. The issue
date (the "Issue Date") of this Certificate is November 26, 1996.
Series 1996-3 Portion of the Class A10-L Principal
Balance as of the Cut-Off Date
Class A10-L Remittance Rate: 9.000% evidenced by this Certificate:
$__________________________________
Cut-Off Date: November 1, 1996
First Distribution Date: December 26, 1996
Last Scheduled Distribution Date: December 25, 2026
Class A10-L Principal Balance as of the Cut-Off Date:
$22,685,145.00
----------------------------
Registered Owner Certificate No.
---
C-8-1
<PAGE>
Exhibit C-7
MORTGAGE TRUST CERTIFICATE
Class A12-L
Evidencing a Percentage Interest in certain distributions with respect to a pool
of conventional one- to four-family mortgage loans formed and administered by
PNC MORTGAGE SECURITIES CORP.
This Certificate represents ownership of a "regular interest" in a "real estate
mortgage investment conduit," as those terms are defined in Sections 860G and
860D, respectively, of the Internal Revenue Code of 1986, as amended. The issue
date (the "Issue Date") of this Certificate is November 26, 1996.
Series 1996-3 Portion of the Class A12-L Principal
Balance as of the Cut-Off Date
Class A12-L Remittance Rate: 9.000% evidenced by this Certificate:
$__________________________________
Cut-Off Date: November 1, 1996
First Distribution Date: December 26, 1996
Last Scheduled Distribution Date: December 25, 2026
Class A12-L Principal Balance as of the Cut-Off Date:
$12,291,667.00
----------------------------
Registered Owner Certificate No.
---
C-9-1
<PAGE>
Exhibit C-8
MORTGAGE TRUST CERTIFICATE
Class P-L
Evidencing a Percentage Interest in certain distributions with respect to a pool
of conventional one- to four-family mortgage loans formed and administered by
PNC MORTGAGE SECURITIES CORP.
This Certificate represents ownership of a "regular interest" in a "real estate
mortgage investment conduit," as those terms are defined in Sections 860G and
860D, respectively, of the Internal Revenue Code of 1986, as amended. The issue
date (the "Issue Date") of this Certificate is November 26, 1996.
Series 1996-3 Portion of the Class P-L Principal
Balance as of the Cut-Off Date
Class P-L Remittance Rate: 0.00% evidenced by this Certificate:
$__________________________________
Cut-Off Date: November 1, 1996
First Distribution Date: December 26, 1996
Last Scheduled Distribution Date: December 25, 2026
Class P-L Principal Balance as of the Cut-Off Date:
$1,172,035.09
--------------------------
Registered Owner Certificate No.
---
C-10-1
<PAGE>
Exhibit C-9
MORTGAGE TRUST CERTIFICATE
Class X-L
Evidencing a Percentage Interest in certain distributions with respect to a pool
of conventional one- to four-family mortgage loans formed and administered by
PNC MORTGAGE SECURITIES CORP.
This Certificate represents ownership of a "regular interest" in a "real estate
mortgage investment conduit," as those terms are defined in Sections 860G and
860D, respectively, of the Internal Revenue Code of 1986, as amended. The issue
date (the "Issue Date") of this Certificate is November 26, 1996.
Series 1996-3 Portion of the Class X Notional Amount
as of the Cut-Off Date evidenced by this
Class X-L Remittance Rate: 8.000% Certificate:
applied to the Class X Notional Amount $__________________________________
Cut-Off Date: November 1, 1996
First Distribution Date: December 26, 1996
Last Scheduled Distribution Date: December 25, 2026
Class X-L Principal Balance as of the Cut-Off Date:
$0.00
Class X Notional Amount as of the Cut-Off Date:
$____________.00
--------------------------
Registered Owner Certificate No.
---
C-11-1
<PAGE>
Exhibit C-10
MORTGAGE TRUST CERTIFICATE
Class B1-L
Evidencing a Percentage Interest in certain distributions with respect to a pool
of conventional one- to four-family mortgage loans formed and administered by
PNC MORTGAGE SECURITIES CORP.
This Certificate represents ownership of a "regular interest" in a "real estate
mortgage investment conduit," as those terms are defined in Sections 860G and
860D, respectively, of the Internal Revenue Code of 1986, as amended. The issue
date (the "Issue Date") of this Certificate is November 26, 1996.
Series 1996-3 Portion of the Class B1-L Principal
Balance as of the Cut-Off Date
Class B1-L Remittance Rate: 8.000% evidenced by this Certificate:
$__________________________________
Cut-Off Date: November 1, 1996
First Distribution Date: December 26, 1996
Last Scheduled Distribution Date: December 25, 2026
Class B1-L Principal Balance as of the Cut-Off Date:
$3,483,876.00
--------------------------
Registered Owner Certificate No.
---
C-12-1
<PAGE>
Exhibit C-11
MORTGAGE TRUST CERTIFICATE
Class B2-L
Evidencing a Percentage Interest in certain distributions with respect to a pool
of conventional one- to four-family mortgage loans formed and administered by
PNC MORTGAGE SECURITIES CORP.
This Certificate represents ownership of a "regular interest" in a "real estate
mortgage investment conduit," as those terms are defined in Sections 860G and
860D, respectively, of the Internal Revenue Code of 1986, as amended. The issue
date (the "Issue Date") of this Certificate is November 26, 1996.
Series 1996-3 Portion of the Class B2-L Principal
Balance as of the Cut-Off Date
Class B2-L Remittance Rate: 8.000% evidenced by this Certificate:
$__________________________________
Cut-Off Date: November 1, 1996
First Distribution Date: December 26, 1996
Last Scheduled Distribution Date: December 25, 2026
Class B2-L Principal Balance as of the Cut-Off Date:
$2,177,422.00
--------------------------
Registered Owner Certificate No.
---
C-13-1
<PAGE>
Exhibit C-12
MORTGAGE TRUST CERTIFICATE
Class B3-L
Evidencing a Percentage Interest in certain distributions with respect to a pool
of conventional one- to four-family mortgage loans formed and administered by
PNC MORTGAGE SECURITIES CORP.
This Certificate represents ownership of a "regular interest" in a "real estate
mortgage investment conduit," as those terms are defined in Sections 860G and
860D, respectively, of the Internal Revenue Code of 1986, as amended. The issue
date (the "Issue Date") of this Certificate is November 26, 1996.
Series 1996-3 Portion of the Class B3-L Principal
Balance as of the Cut-Off Date
Class B3-L Remittance Rate: 8.000% evidenced by this Certificate:
$__________________________________
Cut-Off Date: November 1, 1996
First Distribution Date: December 26, 1996
Last Scheduled Distribution Date: December 25, 2026
Class B3-L Principal Balance as of the Cut-Off Date:
$1,393,550.00
---------------------------
Registered Owner Certificate No.
---
C-14-1
<PAGE>
Exhibit C-13
MORTGAGE TRUST CERTIFICATE
Class B4-L
Evidencing a Percentage Interest in certain distributions with respect to a pool
of conventional one- to four-family mortgage loans formed and administered by
PNC MORTGAGE SECURITIES CORP.
This Certificate represents ownership of a "regular interest" in a "real estate
mortgage investment conduit," as those terms are defined in Sections 860G and
860D, respectively, of the Internal Revenue Code of 1986, as amended. The issue
date (the "Issue Date") of this Certificate is November 26, 1996.
Series 1996-3 Portion of the Class B4-L Principal
Balance as of the Cut-Off Date
Class B4-L Remittance Rate: 8.000% evidenced by this Certificate:
$__________________________________
Cut-Off Date: November 1, 1996
First Distribution Date: December 26, 1996
Last Scheduled Distribution Date: December 25, 2026
Class B4-L Principal Balance as of the Cut-Off Date:
$522,581.00
-------------------------
Registered Owner Certificate No.
---
C-15-1
<PAGE>
Exhibit C-14
MORTGAGE TRUST CERTIFICATE
Class B5-L
Evidencing a Percentage Interest in certain distributions with respect to a pool
of conventional one- to four-family mortgage loans formed and administered by
PNC MORTGAGE SECURITIES CORP.
This Certificate represents ownership of a "regular interest" in a "real estate
mortgage investment conduit," as those terms are defined in Sections 860G and
860D, respectively, of the Internal Revenue Code of 1986, as amended. The issue
date (the "Issue Date") of this Certificate is November 26, 1996.
Series 1996-3 Portion of the Class B5-L Principal
Balance as of the Cut-Off Date
Class B5-L Remittance Rate: 8.000% evidenced by this Certificate:
$__________________________________
Cut-Off Date: November 1, 1996
First Distribution Date: December 26, 1996
Last Scheduled Distribution Date: December 25, 2026
Class B5-L Principal Balance as of the Cut-Off Date:
$609,678.00
----------------------------
Registered Owner Certificate No.
---
C-16-1
<PAGE>
Exhibit C-15
MORTGAGE TRUST CERTIFICATE
Class B6-L
Evidencing a Percentage Interest in certain distributions with respect to a pool
of conventional one- to four-family mortgage loans formed and administered by
PNC MORTGAGE SECURITIES CORP.
This Certificate represents ownership of a "regular interest" in a "real estate
mortgage investment conduit," as those terms are defined in Sections 860G and
860D, respectively, of the Internal Revenue Code of 1986, as amended. The issue
date (the "Issue Date") of this Certificate is November 26, 1996.
Series 1996-3 Portion of the Class B6-L Principal
Balance as of the Cut-Off Date
Class B6-L Remittance Rate: 8.000% evidenced by this Certificate:
$__________________________________
Cut-Off Date: November 1, 1996
First Distribution Date: December 26, 1996
Last Scheduled Distribution Date: December 25, 2026
Class B6-L Principal Balance as of the Cut-Off Date:
$609,681.97
--------------------------
Registered Owner Certificate No.
---
C-17-1
<PAGE>
Exhibit C-16
MORTGAGE TRUST CERTIFICATE
Class R-L
Evidencing a Percentage Interest in certain distributions with respect to a pool
of conventional one- to four-family mortgage loans formed and administered by
PNC MORTGAGE SECURITIES CORP.
This Certificate represents ownership of a "regular interest" in a "real estate
mortgage investment conduit," as those terms are defined in Sections 860G and
860D, respectively, of the Internal Revenue Code of 1986, as amended. The issue
date (the "Issue Date") of this Certificate is November 26, 1996.
Series 1996-3 Portion of the Class R-L Principal
Balance as of the Cut-Off Date
Class R-L Remittance Rate: 8.000% evidenced by this Certificate:
$__________________________________
Cut-Off Date: November 1, 1996
First Distribution Date: December 26, 1996
Last Scheduled Distribution Date: December 25, 2026
Class R-L Principal Balance as of the Cut-Off Date:
$50.00
--------------------------
Registered Owner Certificate No.
---
C-18-1
<PAGE>
Page 1
RUN DATE: 11/19/1996 PNC MORTGAGE SECURITIES CORP.
TIME: 15:55:51 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 11/19/1996
POOL NUMBER: 1385 POOL NAME: 1996-3
<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
500061661 MCNALL,CAMERON & REEVE,MA 12034 NAVY STREET LOS ANGELES CA 90066 $279,830.37
500062451 MCMAHAN,BARRY L&PAULA J 1664 HARPER DRIVE VENTURA CA 93003 $250,855.59
500062452 DAVIS,HOWARD&FARRELL,MELV 1800 SOUTH SHENANDOAH STR LOS ANGELES CA 90035 $252,846.72
500062453 MOODY,MEREDITH MILLIGAN 24252 FAIRWAY LANE COTO DE CAZA CA 92679 $247,698.45
500062457 SMITH,JEFFREY B 636 CRESTMORE PLACE LOS ANGELES CA 90291 $169,782.43
500062458 YOUNG,BRUCE&LISETTE 14625 YERBA BUENA ROAD MALIBU CA 90265 $213,233.66
500062459 WALCHLI,DAVID M & CINDY L 32 WOODLEAF COURT NOVATO CA 94945 $358,832.48
500062460 SCHACHT,JOHN & SARAH S 241 LINNIE CANAL VENICE AREA CA 90291 $329,794.89
500062461 OROZCO,MANUEL JR & B LIND 7370 RIO HONDO PLACE DOWNEY CA 90241 $259,842.49
500062462 PEPER,MICHAEL E&SARAH N 6670 RABBIT MOUNTAIN ROAD LONGMONT CO 80503 $249,840.58
500062463 MARE,GERARD MICHAEL & CHE 3023 GREENTREE COURT LOS ANGELES CA 90077 $299,798.70
500062464 HARRIS,STEVEN C&KIMBERLY 95 FAIRLANE ROAD LAGUNA NIGUEL CA 92677 $279,051.41
500062465 LEHMAN,DONALD E&PAMELA H 2481 KAANAPALI PARKWAY LAHAINA HI 96761 $349,808.82
500062466 SANDERS,B L AUSTIN 413 4TH STREET MANHATTAN BEACH CA 90266 $395,480.17
<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
500061661 MCNALL,CAMERON & REEVE,M 8.500 .250 8.250 .0500 8.200 10/01/2026
500062451 MCMAHAN,BARRY L&PAULA J 8.750 .250 8.500 .0500 8.450 10/01/2026
500062452 DAVIS,HOWARD&FARRELL,MEL 8.500 .250 8.250 .0500 8.200 10/01/2026
500062453 MOODY,MEREDITH MILLIGAN 8.500 .250 8.250 .0500 8.200 09/01/2026
500062457 SMITH,JEFFREY B 8.250 .250 8.000 .0500 7.950 09/01/2026
500062458 YOUNG,BRUCE&LISETTE 8.375 .250 8.125 .0500 8.075 09/01/2026
500062459 WALCHLI,DAVID M & CINDY 8.500 .540 7.960 .0500 7.910 10/01/2026
500062460 SCHACHT,JOHN & SARAH S 8.375 .250 8.125 .0500 8.075 10/01/2026
500062461 OROZCO,MANUEL JR & B LIN 8.500 .250 8.250 .0500 8.200 10/01/2026
500062462 PEPER,MICHAEL E&SARAH N 8.250 .250 8.000 .0500 7.950 10/01/2026
500062463 MARE,GERARD MICHAEL & CH 8.000 .250 7.750 .0500 7.700 10/01/2026
500062464 HARRIS,STEVEN C&KIMBERLY 9.125 .250 8.875 .0500 8.825 10/01/2026
500062465 LEHMAN,DONALD E&PAMELA H 9.000 .250 8.750 .0500 8.700 10/01/2026
500062466 SANDERS,B L AUSTIN 8.125 .250 7.875 .0500 7.825 09/01/2026
<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
------ -------------------- --------------- --------- -- -------- ----
<S> <C> <C> <C> <C> <C> <C>
500061661 MCNALL,CAMERON & REEVE,M 3985983 $2,152.96 11/01/1996 360
500062451 MCMAHAN,BARRY L&PAULA J 4009049 $1,974.62 12 11/01/1996 360
500062452 DAVIS,HOWARD&FARRELL,MEL 4006607 $1,945.36 12 11/01/1996 360
500062453 MOODY,MEREDITH MILLIGAN 4003240 $1,906.91 11/01/1996 360
500062457 SMITH,JEFFREY B 3996980 $1,277.16 11/01/1996 360
500062458 YOUNG,BRUCE&LISETTE 3994894 $1,622.76 11/01/1996 360
500062459 WALCHLI,DAVID M & CINDY 4014387 $2,760.69 3 11/01/1996 360
500062460 SCHACHT,JOHN & SARAH S 4015590 $2,508.24 11/01/1996 360
500062461 OROZCO,MANUEL JR & B LIN 4016879 $1,999.18 11/01/1996 360
500062462 PEPER,MICHAEL E&SARAH N 4016754 $1,878.17 12 11/01/1996 360
500062463 MARE,GERARD MICHAEL & CH 4012878 $2,201.30 11/01/1996 360
500062464 HARRIS,STEVEN C&KIMBERLY 4010047 $2,271.67 11/01/1996 360
500062465 LEHMAN,DONALD E&PAMELA H 4013595 $2,816.18 11/01/1996 360
500062466 SANDERS,B L AUSTIN 3998952 $2,940.29 11/01/1996 360
<CAPTION>
PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # BORROWER CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
------ -------------------- ---- ----- ---- ------ ------ ------ ----- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
500061661 MCNALL,CAMERON & REEVE,M 2.00 .00 .00 .000 .250 .300 $350,000.00 N
500062451 MCMAHAN,BARRY L&PAULA J $291,000.00 N
500062452 DAVIS,HOWARD&FARRELL,MEL $281,500.00 N
500062453 MOODY,MEREDITH MILLIGAN $340,000.00 N
500062457 SMITH,JEFFREY B $250,000.00 N
500062458 YOUNG,BRUCE&LISETTE $427,000.00 N
500062459 WALCHLI,DAVID M & CINDY $399,000.00 N
500062460 SCHACHT,JOHN & SARAH S $442,000.00 N
500062461 OROZCO,MANUEL JR & B LIN $325,000.00 N
500062462 PEPER,MICHAEL E&SARAH N $300,000.00 N
500062463 MARE,GERARD MICHAEL & CH $680,000.00 N
500062464 HARRIS,STEVEN C&KIMBERLY $349,000.00 N
500062465 LEHMAN,DONALD E&PAMELA H $472,000.00 N
500062466 SANDERS,B L AUSTIN $495,000.00 N
</TABLE>
<PAGE>
Page 2
RUN DATE: 11/19/1996 PNC MORTGAGE SECURITIES CORP.
TIME: 15:55:51 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 11/19/1996
POOL NUMBER: 1385 POOL NAME: 1996-3
<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
500062467 KLEMCHUK,WALTER P 2763 PRINCE STREET BERKELEY CA 94705 $272,230.69
500062473 BUSTOS,RAMON J & YASUKO T 518 ANITA LANE MILLBRAE CA 94030 $270,859.50
500062474 ERICKSEN,KATHY 1884 GEORGETTA DRIVE SAN JOSE CA 95125 $362,168.90
500062475 JOHNSON,STEPHEN RAY & MAR 227 IVORY PLACE LIVERMORE CA 94550 $380,757.05
500062477 MCMURTREY,MOLLY & MALLERY 910 19TH STREET #9 SANTA MONICA CA 90403 $225,000.00
500062479 RITT,D JAY & MARA MORNER- 5541 PARADISE VALLEY ROAD HIDDEN HILLS CA 91302 $511,400.00
500062480 TALAIE,FARZAD & FASSONAKI 1805 BELMONT LANE #B REDONDO BEACH CA 90278 $232,000.00
500062481 BRADFORD,J DOUGLAS 3845 N VERSAILLES AVENUE DALLAS TX 75209 $375,000.00
500062482 KAPOOR,NEENA 3030 PADDINGTON ROAD GLENDALE CA 91206 $324,594.57
500062483 GO,JAMES Y & SOGAWA,JENNI 19987 TWILIGHT COURT CUPERTINO CA 95014 $339,788.67
500062484 ZEUGSCHMIDT,GARY L 3222 IBSEN STREET SAN DIEGO CA 92106 $209,751.14
500062485 AHLSTROM,MICHAEL W & DORE 15731 NE 183RD STREET WOODINVILLE WA 98072 $297,099.43
500062486 KNOWLTON,ERIC & GRETCHEN 7537 EAST TWINLEAF TRAIL ORANGE CA 92669 $255,832.53
500062487 CARLSEN,NICKI & MILES A R 6401 WEST 80TH STREET LOS ANGELES CA 90045 $287,900.00
<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
500062467 KLEMCHUK,WALTER P 8.375 .250 8.125 .0500 8.075 10/01/2026
500062473 BUSTOS,RAMON J & YASUKO 9.250 .250 9.000 .0500 8.950 10/01/2026
500062474 ERICKSEN,KATHY 8.250 .250 8.000 .0500 7.950 10/01/2026
500062475 JOHNSON,STEPHEN RAY & MA 8.250 .250 8.000 .0500 7.950 10/01/2026
500062477 MCMURTREY,MOLLY & MALLER 8.250 .250 8.000 .0500 7.950 11/01/2026
500062479 RITT,D JAY & MARA MORNER 8.125 .250 7.875 .0500 7.825 11/01/2026
500062480 TALAIE,FARZAD & FASSONAK 8.125 .250 7.875 .0500 7.825 11/01/2026
500062481 BRADFORD,J DOUGLAS 8.875 .250 8.625 .0500 8.575 11/01/2026
500062482 KAPOOR,NEENA 8.375 .250 8.125 .0500 8.075 09/01/2026
500062483 GO,JAMES Y & SOGAWA,JENN 8.375 .250 8.125 .0500 8.075 10/01/2026
500062484 ZEUGSCHMIDT,GARY L 8.625 .250 8.375 .0500 8.325 09/01/2026
500062485 AHLSTROM,MICHAEL W & DOR 8.000 .250 7.750 .0500 7.700 09/01/2026
500062486 KNOWLTON,ERIC & GRETCHEN 8.125 .250 7.875 .0500 7.825 10/01/2026
500062487 CARLSEN,NICKI & MILES A 8.500 .250 8.250 .0500 8.200 11/01/2026
<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
------ -------------------- --------------- --------- -- -------- ----
<S> <C> <C> <C> <C> <C> <C>
500062467 KLEMCHUK,WALTER P 4012415 $2,070.44 11/01/1996 360
500062473 BUSTOS,RAMON J & YASUKO 408975 $2,229.46 11/01/1996 360
500062474 ERICKSEN,KATHY 4003810 $2,722.60 11/01/1996 360
500062475 JOHNSON,STEPHEN RAY & MA 4008553 $2,862.33 11/01/1996 360
500062477 MCMURTREY,MOLLY & MALLER 4035622 $1,690.36 12 11/01/1996 360
500062479 RITT,D JAY & MARA MORNER 4025136 $3,797.14 11/01/1996 360
500062480 TALAIE,FARZAD & FASSONAK 4026266 $1,722.60 11/01/1996 360
500062481 BRADFORD,J DOUGLAS 4032991 $2,983.67 11/01/1996 360
500062482 KAPOOR,NEENA 3969201 $2,470.24 11/01/1996 360
500062483 GO,JAMES Y & SOGAWA,JENN 4017091 $2,584.25 11/01/1996 360
500062484 ZEUGSCHMIDT,GARY L 3989852 $1,633.36 11/01/1996 360
500062485 AHLSTROM,MICHAEL W & DOR 3997145 $2,182.95 11/01/1996 360
500062486 KNOWLTON,ERIC & GRETCHEN 4002473 $1,900.80 12 11/01/1996 360
500062487 CARLSEN,NICKI & MILES A 4018313 $2,213.71 12 11/01/1996 360
<CAPTION>
PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # BORROWER CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
------ -------------------- ---- ----- ---- ------ ------ ------ ----- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
500062467 KLEMCHUK,WALTER P $340,500.00 N
500062473 BUSTOS,RAMON J & YASUKO $355,000.00 N
500062474 ERICKSEN,KATHY $453,000.00 N
500062475 JOHNSON,STEPHEN RAY & MA $476,500.00 N
500062477 MCMURTREY,MOLLY & MALLER $250,000.00 N
500062479 RITT,D JAY & MARA MORNER $640,000.00 N
500062480 TALAIE,FARZAD & FASSONAK $290,000.00 N
500062481 BRADFORD,J DOUGLAS $538,000.00 N
500062482 KAPOOR,NEENA $443,000.00 N
500062483 GO,JAMES Y & SOGAWA,JENN $476,000.00 N
500062484 ZEUGSCHMIDT,GARY L $280,000.00 N
500062485 AHLSTROM,MICHAEL W & DOR $425,000.00 N
500062486 KNOWLTON,ERIC & GRETCHEN $284,500.00 N
500062487 CARLSEN,NICKI & MILES A $320,000.00 N
</TABLE>
<PAGE>
Page 3
RUN DATE: 11/19/1996 PNC MORTGAGE SECURITIES CORP.
TIME: 15:55:51 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 11/19/1996
POOL NUMBER: 1385 POOL NAME: 1996-3
<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
500062488 ENTZI,TERRYL LEE & VICKI 350 TURMAN DRIVE FORT COLLINS CO 80525 $235,000.00
500062489 REED,MURRAY K & KIMBERL U 324 GILBERT AVENUE MENLO PARK CA 94525 $288,000.00
500062490 ROBERTS,CHARLES A & DENIS 20 SAGAMORE ROAD STANHOPE NJ 07874 $220,382.12
500062491 SAM,ELECTA 1673-B PAULA DRIVE HONOLULU HI 96816 $351,560.89
500062492 FRAME,CRAIG & DENISE 1542 SIERRA ALTA DRIVE SANTA ANA CA 92705 $99,192.66
500062493 STEIN,RICHARD M & DONNA J 4815 DEL MORENO DRIVE LOS ANGELES CA 91364 $349,185.65
500062494 BERINGER,KIMBERLY ANN 74 BRADY STREET UNIT #7 SAN FRANCISCO CA 94103 $229,666.88
500062495 SCHIEL,FRED A & TERRI A 5722 KERN DRIVE HUNTINGTON BEAC CA 92649 $196,779.08
500062496 FASSEL,JAMES E & KATHRYN 517 12TH STREET MANHATTAN BEACH CA 90266 $489,687.54
600053959 VALENTINE PAULA 809 CREST DR ENCINITAS CA 92024 $199,821.52
600053960 ZONGOR ENDRE 9470 CHESAPEAKE DR BRENTWOOD TN 37027 $277,791.95
600053962 THOMAS CYNTHIA 3018 HARBINGER LN DALLAS TX 75287 $67,709.44
600053963 BRAUN KENNETH BUCKINGHAM DRIVE LOT 59 HOLBROOK NY 11741 $222,481.12
600053964 NASS CHARLES 146 MOUNTAIN ROAD RINGOES NJ 08551 $384,057.09
<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
500062488 ENTZI,TERRYL LEE & VICKI 8.000 .250 7.750 .0500 7.700 11/01/2026
500062489 REED,MURRAY K & KIMBERL 8.375 .250 8.125 .0500 8.075 11/01/2026
500062490 ROBERTS,CHARLES A & DENI 9.500 .250 9.250 .0500 9.200 09/01/2026
500062491 SAM,ELECTA 8.375 .250 8.125 .0500 8.075 09/01/2026
500062492 FRAME,CRAIG & DENISE 8.750 .250 8.500 .0500 8.450 08/01/2026
500062493 STEIN,RICHARD M & DONNA 8.750 .250 8.500 .0500 8.450 07/01/2026
500062494 BERINGER,KIMBERLY ANN 9.375 .540 8.835 .0500 8.785 09/01/2026
500062495 SCHIEL,FRED A & TERRI A 8.625 .250 8.375 .0500 8.325 07/01/2026
500062496 FASSEL,JAMES E & KATHRYN 8.250 .250 8.000 .0500 7.950 10/01/2026
600053959 VALENTINE PAULA 9.625 .250 9.375 .0400 9.335 09/01/2021
600053960 ZONGOR ENDRE 9.500 .250 9.250 .0400 9.210 10/01/2021
600053962 THOMAS CYNTHIA 7.875 .250 7.625 .0400 7.585 07/01/2026
600053963 BRAUN KENNETH 8.750 .250 8.500 .0400 8.460 07/01/2026
600053964 NASS CHARLES 8.500 .250 8.250 .0400 8.210 07/01/2026
<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
------ -------------------- --------------- --------- -- -------- ----
<S> <C> <C> <C> <C> <C> <C>
500062488 ENTZI,TERRYL LEE & VICKI 4018172 $1,724.35 11/01/1996 360
500062489 REED,MURRAY K & KIMBERL 4024402 $2,189.01 11/01/1996 360
500062490 ROBERTS,CHARLES A & DENI 3803822 $1,854.92 1 11/01/1996 360
500062491 SAM,ELECTA 3951100 $2,675.46 11/01/1996 360
500062492 FRAME,CRAIG & DENISE 3977824 $786.71 11/01/1996 360
500062493 STEIN,RICHARD M & DONNA 3939212 $2,753.46 11/01/1996 360
500062494 BERINGER,KIMBERLY ANN 3981636 $1,912.20 3 11/01/1996 360
500062495 SCHIEL,FRED A & TERRI A 3955135 $1,534.20 11/01/1996 360
500062496 FASSEL,JAMES E & KATHRYN 3901501 $3,681.21 11/01/1996 360
600053959 VALENTINE PAULA 217964550 $1,767.98 2 11/01/1996 360
600053960 ZONGOR ENDRE 217973528 $2,551.15 12 11/01/1996 360
600053962 THOMAS CYNTHIA 450456272 $492.32 2 11/01/1996 360
600053963 BRAUN KENNETH 450462676 $1,754.35 2 11/01/1996 360
600053964 NASS CHARLES 450466198 $2,960.32 11/01/1996 360
<CAPTION>
PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # BORROWER CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
------ -------------------- ---- ----- ---- ------ ------ ------ ----- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
500062488 ENTZI,TERRYL LEE & VICKI $325,000.00 N
500062489 REED,MURRAY K & KIMBERL $360,000.00 N
500062490 ROBERTS,CHARLES A & DENI $232,250.00 N
500062491 SAM,ELECTA $602,000.00 N
500062492 FRAME,CRAIG & DENISE $195,000.00 N
500062493 STEIN,RICHARD M & DONNA $515,000.00 N
500062494 BERINGER,KIMBERLY ANN $255,500.00 N
500062495 SCHIEL,FRED A & TERRI A $263,000.00 N
500062496 FASSEL,JAMES E & KATHRYN $615,000.00 N
600053959 VALENTINE PAULA $246,008.00 N
600053960 ZONGOR ENDRE $343,019.00 N
600053962 THOMAS CYNTHIA $71,500.00 N
600053963 BRAUN KENNETH $235,400.00 Y
600053964 NASS CHARLES $486,570.00 N
</TABLE>
<PAGE>
Page 4
RUN DATE: 11/19/1996 PNC MORTGAGE SECURITIES CORP.
TIME: 15:55:51 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 11/19/1996
POOL NUMBER: 1385 POOL NAME: 1996-3
<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
600053966 CROSBY JAMES 1458 AUGUSTA DRIVE UPLAND CA 91786 $221,520.97
600053967 HAGLUND SIGVARD 307 WEATHERFORD COURT LAKE BLUFF IL 60044 $524,005.31
600053968 MALLOY KEVIN 48 CLOVELLY ROAD WELLESLEY MA 02181 $319,579.92
600053969 RAMO DAVID 12808 CENTURY STREET OVERLAND PA KS 66213 $277,653.19
600053970 DARUS GREGORY 15990 CHAMFERS FARM CHESTERFIEL MO 63005 $227,401.09
600053971 NGUYEN HAI 132 TRENTON-LAKEWOOD RD MILLSTONE T NJ 08526 $251,693.58
600053972 SCHEER THOMAS 24711 PRISCILLA DRIVE DANA POINT CA 92629 $231,410.14
600053973 NAGLE WILLIAM 100 FOURTH AVENUE BELMAR NJ 07719 $246,999.30
600053974 PREY D. 202 UPNOR ROAD BALTIMORE MD 21212 $267,329.92
600053975 SCHOOLEY IV CHARLES 2939 MARY'S WAY JUPITER FL 33477 $428,816.86
600053976 CRANDALL LAWRENCE 8738 E BEAR PAW PLACE TUCSON AZ 85749 $321,668.34
600053977 HEFFRON MICHAEL 56 OLDE ENGLISH ROAD BEDFORD NH 03110 $259,631.79
600053978 SIMONI MARRIETTE 11454 DORAL AVENUE LOS ANGELES CA 91326 $225,065.24
600053979 STEINBERG JEFFREY 2020 WALNUT STREET, 32 D PHILADELPHI PA 19103 $298,886.13
<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
600053966 CROSBY JAMES 8.750 .250 8.500 .0400 8.460 07/01/2026
600053967 HAGLUND SIGVARD 8.375 .250 8.125 .0400 8.085 08/01/2026
600053968 MALLOY KEVIN 8.125 .250 7.875 .0400 7.835 09/01/2026
600053969 RAMO DAVID 8.375 .250 8.125 .0400 8.085 09/01/2026
600053970 DARUS GREGORY 8.125 .250 7.875 .0400 7.835 09/01/2026
600053971 NGUYEN HAI 8.500 .250 8.250 .0400 8.210 09/01/2026
600053972 SCHEER THOMAS 8.375 .250 8.125 .0400 8.085 09/01/2026
600053973 NAGLE WILLIAM 8.500 .250 8.250 .0400 8.210 09/01/2026
600053974 PREY D. 8.375 .250 8.125 .0400 8.085 09/01/2026
600053975 SCHOOLEY IV CHARLES 8.875 .250 8.625 .0400 8.585 09/01/2026
600053976 CRANDALL LAWRENCE 8.625 .250 8.375 .0400 8.335 09/01/2026
600053977 HEFFRON MICHAEL 7.750 .250 7.500 .0400 7.460 09/01/2026
600053978 SIMONI MARRIETTE 8.375 .250 8.125 .0400 8.085 09/01/2026
600053979 STEINBERG JEFFREY 8.500 .250 8.250 .0400 8.210 09/01/2026
<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
------ -------------------- --------------- --------- -- -------- ----
<S> <C> <C> <C> <C> <C> <C>
600053966 CROSBY JAMES 450474127 $1,748.45 2 11/01/1996 360
600053967 HAGLUND SIGVARD 450476072 $3,990.38 12 11/01/1996 360
600053968 MALLOY KEVIN 450509468 $2,376.00 11/01/1996 360
600053969 RAMO DAVID 450510219 $2,113.01 11/01/1996 360
600053970 DARUS GREGORY 450511431 $1,690.67 12 11/01/1996 360
600053971 NGUYEN HAI 450512124 $1,937.67 2 11/01/1996 360
600053972 SCHEER THOMAS 450513031 $1,761.85 2 11/01/1996 360
600053973 NAGLE WILLIAM 450513437 $1,901.53 11/01/1996 360
600053974 PREY D. 450513817 $2,037.00 11/01/1996 360
600053975 SCHOOLEY IV CHARLES 450514278 $3,415.71 2 11/01/1996 360
600053976 CRANDALL LAWRENCE 450514476 $2,504.88 2 11/01/1996 360
600053977 HEFFRON MICHAEL 450514526 $1,862.68 11/01/1996 360
600053978 SIMONI MARRIETTE 450515358 $1,717.77 11/01/1996 360
600053979 STEINBERG JEFFREY 450516034 $2,300.98 12 11/01/1996 360
<CAPTION>
PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # BORROWER CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
------ -------------------- ---- ----- ---- ------ ------ ------ ----- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
600053966 CROSBY JAMES $233,990.00 Y
600053967 HAGLUND SIGVARD $585,000.00 N
600053968 MALLOY KEVIN $400,000.00 N
600053969 RAMO DAVID $347,500.00 N
600053970 DARUS GREGORY $253,000.00 N
600053971 NGUYEN HAI $270,000.00 N
600053972 SCHEER THOMAS $244,000.00 N
600053973 NAGLE WILLIAM $309,187.00 N
600053974 PREY D. $335,000.00 N
600053975 SCHOOLEY IV CHARLES $477,000.00 N
600053976 CRANDALL LAWRENCE $339,000.00 N
600053977 HEFFRON MICHAEL $369,900.00 N
600053978 SIMONI MARRIETTE $282,500.00 N
600053979 STEINBERG JEFFREY $315,000.00 N
</TABLE>
<PAGE>
Page 5
RUN DATE: 11/19/1996 PNC MORTGAGE SECURITIES CORP.
TIME: 15:55:51 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 11/19/1996
POOL NUMBER: 1385 POOL NAME: 1996-3
<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
600053980 CARRADINE CHRISTOPHE 5908 KANAN DUME ROAD MALIBU CA 90265 $483,364.64
600053981 TADE WILLIAM 6907 MEADE COLLEYVILLE TX 76034 $215,202.41
600053982 BABB PAUL 10388 E FAIR PLACE ENGLEWOOD CO 80111 $239,684.94
600053983 PACITTI ROBERT 34 INDEPENDENCE DRIVE EAST BRUNSW NJ 08816 $263,662.14
600053984 LEE JAIME 11195 SW TANAGER TERRACE BEAVERTON OR 97007 $235,705.58
600053985 KOLODZIEJ EDMUND 12 RIDGE DRIVE FLEETWOOD PA 19522 $239,635.00
600053986 GILLIAM JEFFERY 21400 TIERRA GRANDE CT SAN JOSE CA 95120 $471,879.75
600053987 HAYCOCK DOUGLAS 23197 HIGHWAY 6, 26 KEYSTONE CO 80435 $279,632.42
600053988 WEISE ROBERT 1408 PIPPIN DR. MANASQUAN NJ 08736 $264,652.13
600053990 ASTORGA LUIS 200 CHAFFIN RIDGE TRACE ROSWELL GA 30075 $94,881.49
600053991 SPENCER JAMES 21 CHATAEUX DU LAC FENTON MI 48430 $343,757.50
600053994 CAPAZZI JOHN 65 ARCADIA HARRINGTON NJ 07640 $242,057.00
600053995 BEAIRD NANCY 729 VALLEY VIEW CT ARGYLE TX 76226 $299,818.25
600053996 WRIGHT DAVID 4764 LYTHIM CIRCLE MANLIUS NY 13104 $231,876.54
<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
600053980 CARRADINE CHRISTOPH 8.125 .250 7.875 .0400 7.835 09/01/2026
600053981 TADE WILLIAM 7.875 .250 7.625 .0400 7.585 09/01/2026
600053982 BABB PAUL 8.125 .250 7.875 .0400 7.835 09/01/2026
600053983 PACITTI ROBERT 8.250 .250 8.000 .0400 7.960 09/01/2026
600053984 LEE JAIME 8.375 .250 8.125 .0400 8.085 09/01/2026
600053985 KOLODZIEJ EDMUND 8.125 .250 7.875 .0400 7.835 09/01/2026
600053986 GILLIAM JEFFERY 8.125 .250 7.875 .0400 7.835 09/01/2026
600053987 HAYCOCK DOUGLAS 8.125 .250 7.875 .0400 7.835 09/01/2026
600053988 WEISE ROBERT 8.125 .250 7.875 .0400 7.835 09/01/2026
600053990 ASTORGA LUIS 8.375 .250 8.125 .0400 8.085 09/01/2026
600053991 SPENCER JAMES 7.875 .250 7.625 .0400 7.585 10/01/2026
600053994 CAPAZZI JOHN 8.625 .250 8.375 .0400 8.335 10/01/2026
600053995 BEAIRD NANCY 8.500 .250 8.250 .0400 8.210 10/01/2026
600053996 WRIGHT DAVID 9.125 .250 8.875 .0400 8.835 10/01/2026
<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
------ -------------------- --------------- --------- -- -------- ----
<S> <C> <C> <C> <C> <C> <C>
600053980 CARRADINE CHRISTOPH 450516851 $3,593.69 11/01/1996 360
600053981 TADE WILLIAM 450517214 $1,562.53 11/01/1996 360
600053982 BABB PAUL 450517800 $1,782.00 11/01/1996 360
600053983 PACITTI ROBERT 450518683 $1,983.35 11/01/1996 360
600053984 LEE JAIME 450519434 $1,793.78 11/01/1996 360
600053985 KOLODZIEJ EDMUND 450519855 $1,781.63 11/01/1996 360
600053986 GILLIAM JEFFERY 450521059 $3,508.30 2 11/01/1996 360
600053987 HAYCOCK DOUGLAS 450521372 $2,079.00 11/01/1996 360
600053988 WEISE ROBERT 450521554 $1,967.62 11/01/1996 360
600053990 ASTORGA LUIS 450522669 $722.07 11/01/1996 360
600053991 SPENCER JAMES 450522685 $2,494.24 11/01/1996 360
600053994 CAPAZZI JOHN 450526017 $1,883.81 11/01/1996 360
600053995 BEAIRD NANCY 450526165 $2,306.75 11/01/1996 360
600053996 WRIGHT DAVID 450526405 $1,887.63 11/01/1996 360
<CAPTION>
PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # BORROWER CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
------ -------------------- ---- ----- ---- ------ ------ ------ ----- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
600053980 CARRADINE CHRISTOPH $730,000.00 N
600053981 TADE WILLIAM $269,472.00 N
600053982 BABB PAUL $300,000.00 N
600053983 PACITTI ROBERT $330,000.00 N
600053984 LEE JAIME $295,000.00 N
600053985 KOLODZIEJ EDMUND $299,990.00 N
600053986 GILLIAM JEFFERY $525,000.00 N
600053987 HAYCOCK DOUGLAS $350,000.00 N
600053988 WEISE ROBERT $355,000.00 N
600053990 ASTORGA LUIS $145,000.00 N
600053991 SPENCER JAMES $430,000.00 N
600053994 CAPAZZI JOHN $323,000.00 N
600053995 BEAIRD NANCY $375,000.00 N
600053996 WRIGHT DAVID $290,000.00 N
</TABLE>
<PAGE>
Page 6
RUN DATE: 11/19/1996 PNC MORTGAGE SECURITIES CORP.
TIME: 15:55:51 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 11/19/1996
POOL NUMBER: 1385 POOL NAME: 1996-3
<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
600053997 HAZZAH ALI 7 FLINTLOCK RD GREENWICH CT 06831 $446,607.45
600053998 FABUS THOMAS 365 APPLEWOOD LANE BLOOMFIELD MI 48302 $311,820.49
600054000 LANDIS ROBERT 11536 KING'S KNIGHT CR GRAND BLANC MI 48439 $249,562.20
600054002 TETRO DON 6525 RODEO DR. AKA 136 LN DAVIE FL 33330 $399,775.75
600054003 LACROIX DALE 44 WINTERGREEN DRIVE GROTON MA 01450 $314,378.18
600054004 MOSCA KENNETH 2625 NW 29TH STREET BOCA RATON FL 33434 $251,830.91
600054005 GOLEASH GREGORY 948 HIGHLAND GLEN ELLYN IL 60137 $233,562.02
600054006 PRESCOTT DAVID 15809 SOUTH 6TH DRIVE PHOENIX AZ 85045 $264,343.83
600054008 BRACCIANO DANIEL 72 BLAIRMOOR GROSSE POIN MI 48230 $262,628.09
600054056 DONIO SAMUEL 79 VASRDON WAY FARMINGDALE NJ 07727 $242,241.43
600054057 KOLBUSZ RICHARD 6228 NW 77TH TERRACE PARKLAND FL 33067 $294,821.28
600054058 ALLISTER, ROBERT 94 PEPPERBELL ROAD ALLISTER ME 03905 $383,779.07
600054059 ROSALIA, MICHAEL 661 MIDDLE ROAD BAYPORT NY 11705 $467,231.02
600054189 ALEXANDER, SHANE NELSON 528 ALAMEDA PADRE SE SANTA BARBARA CA 93103 $326,401.69
<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
600053997 HAZZAH ALI 8.625 .250 8.375 .0400 8.335 10/01/2026
600053998 FABUS THOMAS 8.750 .250 8.500 .0400 8.460 10/01/2026
600054000 LANDIS ROBERT 7.750 .250 7.500 .0400 7.460 10/01/2016
600054002 TETRO DON 8.875 .250 8.625 .0400 8.585 10/01/2026
600054003 LACROIX DALE 9.000 .250 8.750 .0400 8.710 10/01/2026
600054004 MOSCA KENNETH 8.000 .250 7.750 .0400 7.710 10/01/2026
600054005 GOLEASH GREGORY 8.625 .250 8.375 .0400 8.335 10/01/2026
600054006 PRESCOTT DAVID 8.625 .250 8.375 .0400 8.335 10/01/2026
600054008 BRACCIANO DANIEL 8.125 .250 7.875 .0400 7.835 10/01/2026
600054056 DONIO SAMUEL 8.125 .250 7.875 .0400 7.835 10/01/2026
600054057 KOLBUSZ RICHARD 8.500 .250 8.250 .0400 8.210 10/01/2026
600054058 ALLISTER, ROBERT 8.750 .250 8.500 .0400 8.460 10/01/2026
600054059 ROSALIA, MICHAEL 8.750 .250 8.500 .0400 8.460 09/01/2026
600054189 ALEXANDER, SHANE NELSON 8.500 .250 8.250 .0400 8.210 09/01/2026
<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
------ -------------------- --------------- --------- -- -------- ----
<S> <C> <C> <C> <C> <C> <C>
600053997 HAZZAH ALI 450526751 $3,484.50 11/01/1996 360
600053998 FABUS THOMAS 450528518 $2,454.51 11/01/1996 360
600054000 LANDIS ROBERT 450528914 $2,052.38 11/01/1996 240
600054002 TETRO DON 450530803 $3,182.58 11/01/1996 360
600054003 LACROIX DALE 450530811 $2,530.95 11/01/1996 360
600054004 MOSCA KENNETH 450531033 $1,849.09 11/01/1996 360
600054005 GOLEASH GREGORY 450531165 $1,817.70 12 11/01/1996 360
600054006 PRESCOTT DAVID 450531934 $2,057.26 2 11/01/1996 360
600054008 BRACCIANO DANIEL 450533203 $1,951.29 11/01/1996 360
600054056 DONIO SAMUEL 450534268 $1,799.82 11/01/1996 360
600054057 KOLBUSZ RICHARD 450541693 $2,268.30 11/01/1996 360
600054058 ALLISTER, ROBERT 450543152 $3,020.93 11/01/1996 360
600054059 ROSALIA, MICHAEL 450537543 $3,677.83 2 11/01/1996 360
600054189 ALEXANDER, SHANE NELSON 1484001040 $2,514.35 11/01/1996 360
<CAPTION>
PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # BORROWER CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
------ -------------------- ---- ----- ---- ------ ------ ------ ----- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
600053997 HAZZAH ALI $560,000.00 N
600053998 FABUS THOMAS $390,000.00 N
600054000 LANDIS ROBERT $350,000.00 N
600054002 TETRO DON $700,000.00 N
600054003 LACROIX DALE $393,240.00 N
600054004 MOSCA KENNETH $315,000.00 N
600054005 GOLEASH GREGORY $246,000.00 N
600054006 PRESCOTT DAVID $278,422.00 N
600054008 BRACCIANO DANIEL $328,500.00 N
600054056 DONIO SAMUEL $305,199.00 N
600054057 KOLBUSZ RICHARD $500,000.00 N
600054058 ALLISTER, ROBERT $480,000.00 N
600054059 ROSALIA, MICHAEL $550,000.00 N
600054189 ALEXANDER, SHANE NELSON $435,000.00 N
</TABLE>
<PAGE>
Page 7
RUN DATE: 11/19/1996 PNC MORTGAGE SECURITIES CORP.
TIME: 15:55:51 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 11/19/1996
POOL NUMBER: 1385 POOL NAME: 1996-3
<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
600054190 YAN, JOHN 128 ANNE WAY LOS GATOS CA 95032 $254,009.80
600054191 BARRIER, KIM M. 1636 ANDULUSIA WAY SAN JOSE CA 95125 $222,770.07
600054192 BRODE, DAVID AUERBACH 2055 OAK AVENUE BOULDER CO 80304 $303,314.63
600054193 JINICH, DANIEL B 3425 S CENTENNIAL DRI FORT COLLINS CO 80526 $255,554.92
600054194 MITCHELL, LAYNE H 75 PYRITE WAY LYONS CO 80540 $289,533.47
600054195 RUPPERT, GREGORY W 2375 HIGH CASTLE COUR LIVERMORE CA 94550 $503,387.18
600054196 PAULEY, ROBERT J 732 ARLINGTON AVENUE BERKELEY CA 94707 $340,385.62
600054197 DARRINGTON, BRUCE B 1041 HILL MEADOW PLAC DANVILLE CA 94526 $324,604.83
600054198 BULLOCK, SHERYL F 6402 MIMULUS RANCHO SANTA FE CA 92067 $434,471.07
600054199 TURNER, MARK E 3197 JAMES DRIVE CARLSBAD CA 92008 $273,966.48
600054200 EDWARDS, JR HARVEY 4851 KENWORTH DRIVE RESCUE CA 95672 $195,761.66
600054201 MACDONALD, GEORGE RANAL 263 LEWIS LANE BASALT CO 81621 $359,562.28
600054202 HESBURGH, JAMES L 100 CASTEEL RIDGE RO EDWARDS CO 81632 $399,488.11
600054203 SHIH, KUOYANG 2341 LAURELWOOD DRIVE THOUSAND OAKS CA 91362 $169,743.35
<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
600054190 YAN, JOHN 8.250 .250 8.000 .0400 7.960 08/01/2026
600054191 BARRIER, KIM M. 8.250 .250 8.000 .0400 7.960 08/01/2026
600054192 BRODE, DAVID AUERBACH 8.250 .250 8.000 .0400 7.960 08/01/2026
600054193 JINICH, DANIEL B 8.750 .250 8.500 .0400 8.460 08/01/2026
600054194 MITCHELL, LAYNE H 9.125 .250 8.875 .0400 8.835 08/01/2026
600054195 RUPPERT, GREGORY W 8.500 .250 8.250 .0400 8.210 09/01/2026
600054196 PAULEY, ROBERT J 8.500 .250 8.250 .0400 8.210 09/01/2026
600054197 DARRINGTON, BRUCE B 8.500 .250 8.250 .0400 8.210 09/01/2026
600054198 BULLOCK, SHERYL F 8.500 .250 8.250 .0400 8.210 09/01/2026
600054199 TURNER, MARK E 8.500 .250 8.250 .0400 8.210 09/01/2026
600054200 EDWARDS, JR HARVEY 8.500 .250 8.250 .0400 8.210 09/01/2026
600054201 MACDONALD, GEORGE RANAL 8.500 .250 8.250 .0400 8.210 09/01/2026
600054202 HESBURGH, JAMES L 8.250 .250 8.000 .0400 7.960 09/01/2026
600054203 SHIH, KUOYANG 8.500 .250 8.250 .0400 8.210 09/01/2026
<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
------ -------------------- --------------- --------- -- -------- ----
<S> <C> <C> <C> <C> <C> <C>
600054190 YAN, JOHN 1512021666 $1,911.97 11/01/1996 360
600054191 BARRIER, KIM M. 1512022160 $1,676.83 11/01/1996 360
600054192 BRODE, DAVID AUERBACH 1513035600 $2,283.10 11/01/1996 360
600054193 JINICH, DANIEL B 1513046185 $2,013.95 11/01/1996 360
600054194 MITCHELL, LAYNE H 1513048974 $2,359.54 11/01/1996 360
600054195 RUPPERT, GREGORY W 1561330598 $3,875.33 11/01/1996 360
600054196 PAULEY, ROBERT J 1561332323 $2,620.46 11/01/1996 360
600054197 DARRINGTON, BRUCE B 1561333053 $2,498.97 11/01/1996 360
600054198 BULLOCK, SHERYL F 1567164710 $3,344.78 11/01/1996 360
600054199 TURNER, MARK E 1567165825 $2,109.13 11/01/1996 360
600054200 EDWARDS, JR HARVEY 1573150833 $1,507.08 11/01/1996 360
600054201 MACDONALD, GEORGE RANAL 1579028978 $2,768.09 11/01/1996 360
600054202 HESBURGH, JAMES L 1579029020 $3,005.07 11/01/1996 360
600054203 SHIH, KUOYANG 1596006949 $1,306.77 11/01/1996 360
<CAPTION>
PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # BORROWER CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
------ -------------------- ---- ----- ---- ------ ------ ------ ----- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
600054190 YAN, JOHN $345,000.00 N
600054191 BARRIER, KIM M. $279,000.00 N
600054192 BRODE, DAVID AUERBACH $379,900.00 N
600054193 JINICH, DANIEL B $320,000.00 N
600054194 MITCHELL, LAYNE H $392,000.00 N
600054195 RUPPERT, GREGORY W $630,000.00 N
600054196 PAULEY, ROBERT J $426,000.00 N
600054197 DARRINGTON, BRUCE B $417,000.00 N
600054198 BULLOCK, SHERYL F $1,300,000.00 N
600054199 TURNER, MARK E $465,000.00 N
600054200 EDWARDS, JR HARVEY $245,000.00 N
600054201 MACDONALD, GEORGE RANAL $516,000.00 N
600054202 HESBURGH, JAMES L $1,980,000.00 N
600054203 SHIH, KUOYANG $289,950.00 N
</TABLE>
<PAGE>
Page 8
RUN DATE: 11/19/1996 PNC MORTGAGE SECURITIES CORP.
TIME: 15:55:51 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 11/19/1996
POOL NUMBER: 1385 POOL NAME: 1996-3
<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
600054204 SMITH, D JACQUES 8305 MARBLE DALE COUR ALEXANDRIA VA 22308 $299,646.00
600054205 JONES, TIMOTHY N 19945 W TELEGRAPH SPRI PURCELLVILLE VA 22132 $318,668.09
600054206 STEVENS HALSEY C LOT 18 LAKESIDE LANE WESTHAMPTON NY 11977 $314,626.71
600054207 BUHER BRIAN W 11 DAYNA LANE LAWRENCEVILLE NJ 08648 $295,699.87
600054208 NEUMANN GEORGE 74 ROCK AVENUE WATCHUNG NJ 07060 $243,739.33
600054209 CRYMES 5835 ANDOVER WAY TUCKER, GA GA 30084 $379,404.43
600054210 VALENTINE JAMESON 548 CARRIAGE COURT SANTA ROSA, CA CA 95403 $227,000.00
600054211 SANDLER 720 BELFAST ROAD SPARKS, MD MD 21152 $321,889.01
600054212 BENDER 616 FISHER STREET MARQUETTE, MI MI 49855 $49,122.88
600054213 CARLSON 109 STONE RIDGE DRIVE SNOHOMISH, WA WA 98290 $268,761.46
600054214 ENGLE 48551 KINGS DRIVE SHELBY TWP., MI MI 48315 $239,875.58
600054215 TARGAN 7402 VILLAGE SQUARE DR. WEST BLOOMFIELD MI 48322 $298,137.06
600054216 LASCH 1275 HILLWOOD DR. E. LANSING, MI MI 48823 $327,820.84
600054217 SALVAGNI 3273 FUTURA POINT THOUSAND OAKS, CA 91362 $292,400.00
<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
600054204 SMITH, D JACQUES 8.000 .250 7.750 .0400 7.710 09/01/2026
600054205 JONES, TIMOTHY N 7.750 .250 7.500 .0400 7.460 09/01/2026
600054206 STEVENS HALSEY C 8.625 .250 8.375 .0400 8.335 09/01/2026
600054207 BUHER BRIAN W 9.375 .250 9.125 .0400 9.085 09/01/2026
600054208 NEUMANN GEORGE 9.125 .250 8.875 .0400 8.835 09/01/2026
600054209 CRYMES 9.250 .250 9.000 .0400 8.960 08/01/2026
600054210 VALENTINE JAMESON 8.500 .250 8.250 .0400 8.210 11/01/2026
600054211 SANDLER 8.125 .250 7.875 .0400 7.835 08/01/2026
600054212 BENDER 9.250 .250 9.000 .0400 8.960 08/01/2026
600054213 CARLSON 8.750 .250 8.500 .0400 8.460 10/01/2026
600054214 ENGLE 9.250 .250 9.000 .0400 8.960 10/01/2026
600054215 TARGAN 9.000 .250 8.750 .0400 8.710 10/01/2026
600054216 LASCH 9.000 .250 8.750 .0400 8.710 10/01/2026
600054217 SALVAGNI 8.000 .250 7.750 .0400 7.710 11/01/2026
<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
------ -------------------- --------------- --------- -- -------- ----
<S> <C> <C> <C> <C> <C> <C>
600054204 SMITH, D JACQUES 1752011865 $2,201.66 11/01/1996 360
600054205 JONES, TIMOTHY N 1761094342 $2,286.21 11/01/1996 360
600054206 STEVENS HALSEY C 1111056034 $2,450.04 2 11/01/1996 360
600054207 BUHER BRIAN W 1500236009 $2,461.98 12 11/01/1996 360
600054208 NEUMANN GEORGE 1587040458 $1,985.26 11/01/1996 360
600054209 CRYMES 1172388 $3,126.17 11/01/1996 360
600054210 VALENTINE JAMESON 1294220 $1,745.43 11/01/1996 360
600054211 SANDLER 1311292 $2,413.12 11/01/1996 360
600054212 BENDER 1335007 $404.76 11/01/1996 360
600054213 CARLSON 1340385 $2,116.22 11/01/1996 360
600054214 ENGLE 1361617 $1,974.42 11/01/1996 360
600054215 TARGAN 1361882 $2,400.19 11/01/1996 360
600054216 LASCH 1362267 $2,639.16 11/01/1996 360
600054217 SALVAGNI 1465856 $2,145.53 12 11/01/1996 360
<CAPTION>
PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # BORROWER CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
------ -------------------- ---- ----- ---- ------ ------ ------ ----- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
600054204 SMITH, D JACQUES $375,075.00 N
600054205 JONES, TIMOTHY N $398,900.00 N
600054206 STEVENS HALSEY C $350,000.00 N
600054207 BUHER BRIAN W $335,000.00 N
600054208 NEUMANN GEORGE $310,000.00 N
600054209 CRYMES $580,000.00 N
600054210 VALENTINE JAMESON $327,000.00 N
600054211 SANDLER $475,000.00 N
600054212 BENDER $82,000.00 N
600054213 CARLSON $385,000.00 N
600054214 ENGLE $300,950.00 N
600054215 TARGAN $372,922.00 N
600054216 LASCH $410,000.00 N
600054217 SALVAGNI $325,000.00 N
</TABLE>
<PAGE>
Page 9
RUN DATE: 11/19/1996 PNC MORTGAGE SECURITIES CORP.
TIME: 15:55:51 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 11/19/1996
POOL NUMBER: 1385 POOL NAME: 1996-3
<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
600054218 GALLIGANI 6 APPLE HILL LANE STONEHAM, MA MA 2180 $251,839.31
600054219 WILLIAMS 933 WOOD STREET PALATINE, IL IL 60067 $261,777.34
600054220 REINAFE 35 NORTH AVENUE NEW ROCHELLE, N NY 10805 $217,055.50
600054221 IANNONE,JR 1828 NEWBERRY DRIVE BULLHEAD CITY, AZ 86442 $168,824.10
600054222 DEAN TAYLOR 12 HUTTON DRIVE MAHWAH, NJ NJ 7430 $249,859.85
600054223 MATYAS 5 WESTON DRIVE ALEXANDRIA TOWN NJ 8867 $224,870.55
600054224 GREGORI 1504 DEER VALLEY DRIVE NO PARK CITY, UT UT 84060 $259,280.29
600054225 WEEMS 14 PRESTON BEACH ROAD MARBLEHEAD, MA MA 1945 $217,343.09
600054226 RASZYNSKI 6102 PARADISE POINT DR MIAMI, FL FL 33157 $383,773.29
600054227 CISTERNELLI 19541 DRYBROOK LANE HUNTINGTON BEAC CA 92646 $263,152.75
600054228 ANNINO 449 VISTA DORADO LANE AGOURA (AREA), CA 91301 $95,700.00
600054229 LAROS CORBI 113 SUMMIT LANE BALA CYNWD,LOWE PA 19004 $230,872.58
600054230 FERNANDA SMITH 20 SOUTHFIELD DRIVE BERNARDSVILLE B NJ 7924 $329,532.68
600054231 MURPHY 200 MURRAY AVENUE LARCHMONT, NY NY 10538 $229,698.08
<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
600054218 GALLIGANI 8.250 .250 8.000 .0400 7.960 10/01/2026
600054219 WILLIAMS 8.750 .250 8.500 .0400 8.460 09/01/2026
600054220 REINAFE 9.375 .250 9.125 .0400 9.085 07/01/2026
600054221 IANNONE,JR 9.250 .250 9.000 .0400 8.960 09/01/2026
600054222 DEAN TAYLOR 8.875 .250 8.625 .0400 8.585 10/01/2026
600054223 MATYAS 8.750 .250 8.500 .0400 8.460 10/01/2026
600054224 GREGORI 8.375 .250 8.125 .0400 8.085 06/01/2026
600054225 WEEMS 9.250 .250 9.000 .0400 8.960 07/01/2026
600054226 RASZYNSKI 8.625 .250 8.375 .0400 8.335 10/01/2026
600054227 CISTERNELLI 8.500 .250 8.250 .0400 8.210 07/01/2026
600054228 ANNINO 8.625 .250 8.375 .0400 8.335 11/01/2026
600054229 LAROS CORBI 7.750 .250 7.500 .0400 7.460 09/01/2026
600054230 FERNANDA SMITH 7.750 .250 7.500 .0400 7.460 09/01/2026
600054231 MURPHY 8.125 .250 7.875 .0400 7.835 09/01/2026
<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
------ -------------------- --------------- --------- -- -------- ----
<S> <C> <C> <C> <C> <C> <C>
600054218 GALLIGANI 1470153 $1,893.19 11/01/1996 360
600054219 WILLIAMS 1533718 $2,061.78 18 11/01/1996 360
600054220 REINAFE 1535624 $1,809.05 18 11/01/1996 360
600054221 IANNONE,JR 1718859 $1,390.32 11/01/1996 360
600054222 DEAN TAYLOR 1720980 $1,989.11 11/01/1996 360
600054223 MATYAS 1721897 $1,770.08 18 11/01/1996 360
600054224 GREGORI 1730389 $1,976.95 12 11/01/1996 360
600054225 WEEMS 1787478 $1,791.79 18 11/01/1996 360
600054226 RASZYNSKI 1869345 $2,986.71 11/01/1996 360
600054227 CISTERNELLI 1884045 $2,029.93 11/01/1996 360
600054228 ANNINO 1886642 $744.34 11/01/1996 360
600054229 LAROS CORBI 1898767 $1,656.35 11/01/1996 360
600054230 FERNANDA SMITH 1921026 $2,364.16 11/01/1996 360
600054231 MURPHY 1987054 $1,707.74 11/01/1996 360
<CAPTION>
PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # BORROWER CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
------ -------------------- ---- ----- ---- ------ ------ ------ ----- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
600054218 GALLIGANI $315,000.00 N
600054219 WILLIAMS $291,200.00 N
600054220 REINAFE $229,000.00 N
600054221 IANNONE,JR $260,000.00 N
600054222 DEAN TAYLOR $550,000.00 N
600054223 MATYAS $258,585.00 N
600054224 GREGORI $289,000.00 N
600054225 WEEMS $242,000.00 N
600054226 RASZYNSKI $480,000.00 N
600054227 CISTERNELLI $330,000.00 N
600054228 ANNINO $185,000.00 N
600054229 LAROS CORBI $289,000.00 N
600054230 FERNANDA SMITH $445,000.00 N
600054231 MURPHY $287,500.00 N
</TABLE>
<PAGE>
Page 10
RUN DATE: 11/19/1996 PNC MORTGAGE SECURITIES CORP.
TIME: 15:55:51 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 11/19/1996
POOL NUMBER: 1385 POOL NAME: 1996-3
<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
600054232 BABBIT 4555 NORTHSIDE DRIVE ATLANTA, GA GA 30327 $213,410.31
600054233 COATE 177 DURANGO DRIVE DESTIN, FL FL 32541 $118,801.29
600054234 RAMDEHAL 399 LOTUS STREET SOUTHEAS PALM BAY, FL FL 32909 $87,768.37
600054235 YANG 820 YALE AVENUE SANTA MONICA, C CA 90403 $289,815.08
600054237 BLOCK 14735 VALLEYHEART DRIVE (SHERMAN OAKS A CA 91403 $372,568.28
600054238 LETSON,JR 8221 LOS OSOS ROAD ATACADERO, CA CA 93422 $231,073.71
600054239 KAPLIN 8142 GOLDEN OAK CIRCLE CLARENCE, NY NY 14031 $199,878.84
600054240 BASTA 5207 EDGEWARE DRIVE CALABASAS, CA CA 91301 $259,547.95
600054241 MATTHAEI 710 RIVERBANK ROAD STAMFORD, CT CT 6903 $434,409.71
600054242 ARINGTON 8300 KUGLER MILL RD. CINCINNATI, OH OH 45243 $1,038,370.04
600054243 BEATRICE,JR 26 MILITARY LANE BEVERLY, MA MA 1915 $235,630.13
600054244 BURNS 281 CROWN POINT ROAD SPRINGFIELD, VT VT 5156 $213,309.42
600054245 LASINI 1520 WHETSTONE ST. LOUIS, MO MO 63038 $280,979.68
600054246 ELISON 39 JAMES HAYWARD DR GLEN MILLS, PA PA 19342 $217,785.86
<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
600054232 BABBIT 8.125 .250 7.875 .0400 7.835 10/01/2026
600054233 COATE 8.875 .250 8.625 .0400 8.585 08/01/2016
600054234 RAMDEHAL 9.250 .250 9.000 .0400 8.960 06/01/2026
600054235 YANG 8.250 .250 8.000 .0400 7.960 10/01/2026
600054237 BLOCK 8.375 .250 8.125 .0400 8.085 10/01/2026
600054238 LETSON,JR 9.000 .250 8.750 .0400 8.710 10/01/2026
600054239 KAPLIN 8.500 .250 8.250 .0400 8.210 10/01/2026
600054240 BASTA 8.750 .250 8.500 .0400 8.460 08/01/2026
600054241 MATTHAEI 8.875 .250 8.625 .0400 8.585 09/01/2026
600054242 ARINGTON 9.250 .250 9.000 .0400 8.960 08/01/2026
600054243 BEATRICE,JR 9.250 .250 9.000 .0400 8.960 08/01/2026
600054244 BURNS 8.875 .250 8.625 .0400 8.585 10/01/2026
600054245 LASINI 8.500 .250 8.250 .0400 8.210 10/01/2026
600054246 ELISON 8.000 .250 7.750 .0400 7.710 10/01/2026
<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
------ -------------------- --------------- --------- -- -------- ----
<S> <C> <C> <C> <C> <C> <C>
600054232 BABBIT 1993522 $1,585.60 11/01/1996 360
600054233 COATE 2024334 $1,064.25 11/01/1996 240
600054234 RAMDEHAL 2063703 $723.95 11/01/1996 360
600054235 YANG 2083472 $2,178.67 11/01/1996 360
600054237 BLOCK 2087315 $2,833.55 11/01/1996 360
600054238 LETSON,JR 2087606 $1,860.29 11/01/1996 360
600054239 KAPLIN 2393256 $1,537.83 11/01/1996 360
600054240 BASTA 2395393 $2,045.42 11/01/1996 360
600054241 MATTHAEI 2419137 $3,461.06 11/01/1996 360
600054242 ARINGTON 2429261 $8,555.82 11/01/1996 360
600054243 BEATRICE,JR 2441234 $1,941.51 11/01/1996 360
600054244 BURNS 2447566 $1,698.70 11/01/1996 360
600054245 LASINI 2453678 $2,161.80 11/01/1996 360
600054246 ELISON 2456358 $1,602.54 11/01/1996 360
<CAPTION>
PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # BORROWER CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
------ -------------------- ---- ----- ---- ------ ------ ------ ----- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
600054232 BABBIT $290,000.00 N
600054233 COATE $170,500.00 N
600054234 RAMDEHAL $127,345.00 N
600054235 YANG $461,600.00 N
600054237 BLOCK $466,000.00 N
600054238 LETSON,JR $289,000.00 N
600054239 KAPLIN $299,500.00 N
600054240 BASTA $330,000.00 N
600054241 MATTHAEI $725,000.00 N
600054242 ARINGTON $1,800,000.00 N
600054243 BEATRICE,JR $315,000.00 N
600054244 BURNS $305,000.00 N
600054245 LASINI $372,000.00 N
600054246 ELISON $273,000.00 N
</TABLE>
<PAGE>
Page 11
RUN DATE: 11/19/1996 PNC MORTGAGE SECURITIES CORP.
TIME: 15:55:51 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 11/19/1996
POOL NUMBER: 1385 POOL NAME: 1996-3
<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
600054247 ERSKINE 9880 SOUTH ELIZA COURT HIGHLANDS RANCH CO 80126 $224,863.69
600054248 KHATCHOUI 15 MASARYK STREET LAKE OSWEGO, OR OR 97035 $206,542.90
600054249 HUANG 11829 SE MASA LANE PORTLAND, OR OR 97236 $247,837.78
600054250 ROTHSCHILD 351 N POST OAK LANE #810 HOUSTON, TX TX 77024 $44,942.62
600054251 MARTIN 104 VALKYRIE PLACE ROCKWALL, TX TX 75087 $231,695.46
600054252 WEBER 12301 NW 23RD COURT PLANTATION, FL FL 33323 $99,945.38
600054253 CATARELLO 116 GREENWAY ROAD LIDO BEACH, NY NY 11561 $225,126.72
600054254 KOSIOR 226 FOSTER AVENUE VALLEY STREAM, NY 11530 $257,046.49
600054255 HAVERON 169 MOUNT HOREB ROAD WARREN, NJ NJ 7060 $283,506.22
600054256 BUSTAMANTE 1777 LARIMER STREET #2308 DENVER, CO CO 80202 $224,502.84
600054257 PAUL THE RESERVE LOT 87 LAFAYETTE HILL, PA 19444 $249,792.59
600054258 CICERIC 3750 BLUE GUM DRIVE YORBA LINDA, CA CA 92686 $199,213.42
600054259 SEITZ 6320 INTERLACHEN EDINA, MN MN 55436 $236,448.59
600054260 HASNAT AHMED 511 NORTH CASCADE TERRACE SUNNYVALE, CA CA 94087 $213,238.08
<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ---- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
600054247 ERSKINE 8.500 .250 8.250 .0400 8.210 10/01/2026
600054248 KHATCHOUI 8.500 .250 8.250 .0400 8.210 07/01/2026
600054249 HUANG 8.125 .250 7.875 .0400 7.835 10/01/2026
600054250 ROTHSCHILD 8.250 .250 8.000 .0400 7.960 10/01/2026
600054251 MARTIN 8.125 .250 7.875 .0400 7.835 09/01/2026
600054252 WEBER 9.000 .250 8.750 .0400 8.710 10/01/2026
600054253 CATARELLO 9.250 .250 9.000 .0400 8.960 07/01/2026
600054254 KOSIOR 9.250 .250 9.000 .0400 8.960 08/01/2026
600054255 HAVERON 8.750 .250 8.500 .0400 8.460 08/01/2026
600054256 BUSTAMANTE 9.000 .250 8.750 .0400 8.710 07/01/2026
600054257 PAUL 8.000 .250 7.750 .0400 7.710 10/01/2026
600054258 CICERIC 8.875 .250 8.625 .0400 8.585 09/01/2026
600054259 SEITZ 8.750 .250 8.500 .0400 8.460 07/01/2026
600054260 HASNAT AHMED 8.875 .250 8.625 .0400 8.585 08/01/2026
<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
------ -------------------- --------------- --------- -- -------- ----
<S> <C> <C> <C> <C> <C> <C>
600054247 ERSKINE 2457614 $1,730.06 11/01/1996 360
600054248 KHATCHOUI 2516426 $1,592.04 11/01/1996 360
600054249 HUANG 2578980 $1,841.39 11/01/1996 360
600054250 ROTHSCHILD 2584334 $338.07 11/01/1996 360
600054251 MARTIN 2598176 $1,722.59 11/01/1996 360
600054252 WEBER 2604900 $804.62 11/01/1996 360
600054253 CATARELLO 2624781 $1,855.96 11/01/1996 360
600054254 KOSIOR 2625415 $2,117.98 18 11/01/1996 360
600054255 HAVERON 2637295 $2,234.23 11/01/1996 360
600054256 BUSTAMANTE 2670405 $1,810.40 11/01/1996 360
600054257 PAUL 2673786 $1,834.41 11/01/1996 360
600054258 CICERIC 2702403 $1,587.31 18 11/01/1996 360
600054259 SEITZ 2764807 $1,864.48 11/01/1996 360
600054260 HASNAT AHMED 2802348 $1,699.50 11/01/1996 360
<CAPTION>
PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # BORROWER CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
------ -------------------- ---- ----- ---- ------ ------ ------ ----- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
600054247 ERSKINE $410,000.00 N
600054248 KHATCHOUI $319,950.00 N
600054249 HUANG $310,000.00 N
600054250 ROTHSCHILD $65,000.00 N
600054251 MARTIN $290,000.00 N
600054252 WEBER $277,000.00 N
600054253 CATARELLO $282,000.00 N
600054254 KOSIOR $271,000.00 N
600054255 HAVERON $355,000.00 N
600054256 BUSTAMANTE $332,000.00 N
600054257 PAUL $348,192.00 N
600054258 CICERIC $210,000.00 N
600054259 SEITZ $320,000.00 N
600054260 HASNAT AHMED $267,000.00 N
</TABLE>
<PAGE>
Page 12
RUN DATE: 11/19/1996 PNC MORTGAGE SECURITIES CORP.
TIME: 15:55:51 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 11/19/1996
POOL NUMBER: 1385 POOL NAME: 1996-3
<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
600054261 VONWALD 9530 WEST 8800 NORTH LEHI, UT UT 84043 $289,873.42
600054262 BURNOP 520 GULF SHORE DRIVE #31 DESTIN, FL FL 32541 $222,850.19
600054263 MCKENNON 2000 WINDWARD LANE NEWPORT BEACH, CA 92660 $414,134.00
600054264 NEWMYER,SR 8763 COOLEY BEACH WHITE LAKE, MI MI 48386 $249,852.41
600054265 STEEDLE 1168 BRANTLEY ESTATES DRI ALTAMONTE SPRIN FL 32714 $236,926.56
600054267 BERMUDEZ 204 HILLER STREET BELMONT, CA CA 94002 $239,818.93
600054268 SCHEELER 6771 LITTLE RIVER LANE LOVELAND, OH OH 45140 $238,485.76
600054269 PURRAZZI 18 TAMMYS LANE MUTTONTOWN, NY NY 11791 $539,407.87
600054270 HILLER-POLSTER 8006 SOUTH MOUNTAIN OAKS SALT LAKE CITY, UT 84121 $297,168.97
600054271 NORMAN 1 MAKIN PL HUNTINGTON, NY NY 11743 $254,881.66
600054272 FRAZIER 15 GROENDYKE CIRCLE ROBBINSVILLE, N NJ 8691 $308,927.45
600054273 CHAPMAN 11817 HOMESTEAD HEIGHTS D ST JOHN, IN IN 46373 $227,677.12
600054274 HAMMOND 5105 MARBLE FALLS LANE PLANO, TX TX 75075 $425,954.19
600054275 DANTON 200 MEADOW EDGE COURT RENO, NV NV 89502 $323,803.72
<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
600054261 VONWALD 8.875 .250 8.625 .0400 8.585 09/01/2026
600054262 BURNOP 9.250 .250 9.000 .0400 8.960 08/01/2026
600054263 MCKENNON 8.250 .250 8.000 .0400 7.960 10/01/2026
600054264 NEWMYER,SR 8.625 .250 8.375 .0400 8.335 10/01/2026
600054265 STEEDLE 8.625 .250 8.375 .0400 8.335 08/01/2026
600054267 BERMUDEZ 9.000 .250 8.750 .0400 8.710 07/01/2026
600054268 SCHEELER 7.875 .250 7.625 .0400 7.585 10/01/2026
600054269 PURRAZZI 9.000 .250 8.750 .0400 8.710 09/01/2026
600054270 HILLER-POLSTER 9.500 .250 9.250 .0400 9.210 09/01/2026
600054271 NORMAN 8.375 .250 8.125 .0400 8.085 09/01/2026
600054272 FRAZIER 7.875 .250 7.625 .0400 7.585 09/01/2016
600054273 CHAPMAN 7.750 .250 7.500 .0400 7.460 09/01/2026
600054274 HAMMOND 8.250 .250 8.000 .0400 7.960 09/01/2026
600054275 DANTON 8.500 .250 8.250 .0400 8.210 10/01/2026
<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
------ -------------------- --------------- --------- -- -------- ----
<S> <C> <C> <C> <C> <C> <C>
600054261 VONWALD 2836425 $2,308.96 12 11/01/1996 360
600054262 BURNOP 2838904 $1,836.21 18 11/01/1996 360
600054263 MCKENNON 2848653 $3,113.25 11/01/1996 360
600054264 NEWMYER,SR 2853667 $1,944.47 11/01/1996 360
600054265 STEEDLE 3012500 $1,846.09 12 11/01/1996 360
600054267 BERMUDEZ 3016688 $1,933.91 12 11/01/1996 360
600054268 SCHEELER 3032175 $1,730.38 18 11/01/1996 360
600054269 PURRAZZI 3041908 $4,344.96 11/01/1996 360
600054270 HILLER-POLSTER 3043902 $2,507.43 11/01/1996 360
600054271 NORMAN 3045554 $1,939.70 11/01/1996 360
600054272 FRAZIER 3046339 $2,568.90 18 11/01/1996 240
600054273 CHAPMAN 3048898 $1,633.42 11/01/1996 360
600054274 HAMMOND 3049042 $3,204.16 11/01/1996 360
600054275 DANTON 3055468 $2,491.28 12 11/01/1996 360
<CAPTION>
PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # BORROWER CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
------ -------------------- ---- ----- ---- ------ ------ ------ ----- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
600054261 VONWALD $305,500.00 N
600054262 BURNOP $248,000.00 N
600054263 MCKENNON $518,000.00 N
600054264 NEWMYER,SR $510,000.00 N
600054265 STEEDLE $249,873.00 N
600054267 BERMUDEZ $253,000.00 N
600054268 SCHEELER $265,204.00 N
600054269 PURRAZZI $720,000.00 N
600054270 HILLER-POLSTER $400,000.00 N
600054271 NORMAN $319,000.00 N
600054272 FRAZIER $370,000.00 N
600054273 CHAPMAN $285,000.00 N
600054274 HAMMOND $540,000.00 N
600054275 DANTON $360,000.00 N
</TABLE>
<PAGE>
Page 13
RUN DATE: 11/19/1996 PNC MORTGAGE SECURITIES CORP.
TIME: 15:55:51 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 11/19/1996
POOL NUMBER: 1385 POOL NAME: 1996-3
<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
600054276 WALDEN RUDOLPH 3537 GRANITE WAY MARTINEZ, GA GA 30907 $289,585.41
600054277 GOODWIN 194 OAK HILL CIRCLE CONCORD, MA MA 1742 $241,720.51
600054278 PISCITELLI 15753 CAYENNE CIRCLE MORRISON, CO CO 80465 $249,598.68
600054279 ROTHER 114 ELDERBERRY LANE BLAINE COUNTY, ID 83313 $432,744.36
600054280 HAY 121 LOUELLEN LANE HARVEST, AL AL 35749 $223,653.85
600054281 ZWEIG 1379 SMITH RIDGE ROAD NEW CANAAN, CT CT 6840 $580,030.68
600054282 LARSON 2015 VALLEY MEADOW DRIVE OAK VIEW, CA CA 93022 $251,858.72
600054283 PALM 4548 CAMINO MOLINERO SANTA BARBARA, CA 93110 $399,751.38
600054284 NOGAR 2621 LLOYD AVE LOWER PROVIDENC PA 19403 $299,491.72
600054285 CAMPO 210 BIGNER ROAD MANDEVILLE, LA LA 70471 $254,578.99
600054286 JACOBS 46 REMINGTON CRT OLD BRIDGE, NJ NJ 8857 $253,833.36
600054287 CIOFFI 5727 NEBRASKA AVENUE NW WASHINGTON, DC DC 20015 $293,932.72
600054288 DECOULOS 38 BOW ROAD BELMONT, MA MA 2178 $224,740.15
600054289 EVERETT 12906 LONG RIDGE ROAD KNOXVILLE, TN TN 37922 $333,142.81
<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
600054276 WALDEN RUDOLPH 8.250 .250 8.000 .0400 7.960 10/01/2026
600054277 GOODWIN 8.750 .250 8.500 .0400 8.460 09/01/2026
600054278 PISCITELLI 8.500 .250 8.250 .0400 8.210 10/01/2026
600054279 ROTHER 8.625 .250 8.375 .0400 8.335 10/01/2026
600054280 HAY 6.875 .250 6.625 .0400 6.585 04/01/2026
600054281 ZWEIG 9.250 .250 9.000 .0400 8.960 07/01/2026
600054282 LARSON 8.875 .250 8.625 .0400 8.585 10/01/2026
600054283 PALM 8.375 .250 8.125 .0400 8.085 10/01/2026
600054284 NOGAR 8.875 .250 8.625 .0400 8.585 08/01/2026
600054285 CAMPO 9.000 .250 8.750 .0400 8.710 08/01/2026
600054286 JACOBS 8.500 .250 8.250 .0400 8.210 01/01/2026
600054287 CIOFFI 8.250 .250 8.000 .0400 7.960 08/01/2026
600054288 DECOULOS 8.750 .250 8.500 .0400 8.460 09/01/2026
600054289 EVERETT 8.375 .250 8.125 .0400 8.085 10/01/2026
<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
------ -------------------- --------------- --------- -- -------- ----
<S> <C> <C> <C> <C> <C> <C>
600054276 WALDEN RUDOLPH 3055875 $2,178.68 18 11/01/1996 360
600054277 GOODWIN 3062932 $1,903.82 11/01/1996 360
600054278 PISCITELLI 3063862 $1,920.37 11/01/1996 360
600054279 ROTHER 3285092 $3,367.83 11/01/1996 360
600054280 HAY 4026379 $1,478.09 18 11/01/1996 360
600054281 ZWEIG 4071085 $4,781.80 11/01/1996 360
600054282 LARSON 4115491 $2,005.03 11/01/1996 360
600054283 PALM 4116354 $3,040.29 11/01/1996 360
600054284 NOGAR 4124852 $2,386.93 18 11/01/1996 360
600054285 CAMPO 4168441 $2,051.79 12 11/01/1996 360
600054286 JACOBS 4189346 $1,978.80 14 11/01/1996 360
600054287 CIOFFI 4217800 $2,212.49 18 11/01/1996 360
600054288 DECOULOS 4222009 $1,770.08 11/01/1996 360
600054289 EVERETT 4233001 $2,533.70 12 11/01/1996 360
<CAPTION>
PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # BORROWER CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
------ -------------------- ---- ----- ---- ------ ------ ------ ----- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
600054276 WALDEN RUDOLPH $342,000.00 N
600054277 GOODWIN $335,000.00 N
600054278 PISCITELLI $312,283.00 N
600054279 ROTHER $596,000.00 N
600054280 HAY $256,900.00 N
600054281 ZWEIG $775,000.00 N
600054282 LARSON $315,000.00 N
600054283 PALM $595,000.00 N
600054284 NOGAR $316,873.00 N
600054285 CAMPO $285,000.00 N
600054286 JACOBS $271,000.00 N
600054287 CIOFFI $310,000.00 N
600054288 DECOULOS $445,000.00 N
600054289 EVERETT $350,906.00 N
</TABLE>
<PAGE>
Page 14
RUN DATE: 11/19/1996 PNC MORTGAGE SECURITIES CORP.
TIME: 15:55:51 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 11/19/1996
POOL NUMBER: 1385 POOL NAME: 1996-3
<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
600054290 AKERS 4523 WATER ELM COURT HOUSTON, TX TX 77059 $215,394.78
600054291 COCOZZA 167 LAWRENCE AVENUE EASTCHESTER, NY NY 10707 $244,862.65
600054292 TAYLOR 2503 WALNUT KNOB COURT KINGWOOD, TX TX 77345 $223,853.48
600054293 MONTELEONE 27902 RON RIDGE DRIVE SANTA CLARITA, CA 91350 $251,847.34
600054294 LOLENG 69 MINNEHAHA BOULEVARD OAKLAND, NJ NJ 7436 $218,166.39
600054296 BRADSHAW 1936 PLEASANT HILL LANE LISLE, IL IL 60532 $292,263.58
600054297 LEONARD 103 ROE LANE PORT JEFFERSON, NY 11777 $215,634.03
600054298 YELICK 4675 EASLEY RD. GOLDEN, CO CO 80403 $351,781.22
600054299 CHAN 1817 LAUKAHI PLACE HONOLULU, HI HI 96821 $598,873.39
600054300 LUU 4617 KILAUEA AVENUE HONOLULU, HI HI 96816 $482,699.79
600054301 BERGMANN 2106 FLAMINGO DRIVE SAN ANTONIO, TX TX 78209 $83,245.51
600054302 WAGNER 1701 90TH AVENUE NE CLYDE HILL, WA WA 98004 $389,286.16
600054303 ESSICK 28486 PREAKNESS DRIVE FAIR OAKS RANCH TX 78006 $275,869.51
600054304 NAIDICH 100 HILTON AVE UNIT 809 GARDEN CITY, NY NY 11530 $357,667.21
<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
600054290 AKERS 8.375 .250 8.125 .0400 8.085 08/01/2026
600054291 COCOZZA 8.875 .250 8.625 .0400 8.585 10/01/2026
600054292 TAYLOR 8.125 .250 7.875 .0400 7.835 10/01/2026
600054293 MONTELEONE 8.500 .250 8.250 .0400 8.210 10/01/2026
600054294 LOLENG 9.375 .250 9.125 .0400 9.085 08/01/2026
600054296 BRADSHAW 9.750 .250 9.500 .0400 9.460 10/01/2026
600054297 LEONARD 8.875 .250 8.625 .0400 8.585 08/01/2026
600054298 YELICK 8.375 .250 8.125 .0400 8.085 10/01/2026
600054299 CHAN 8.375 .250 8.125 .0400 8.085 08/01/2026
600054300 LUU 8.375 .250 8.125 .0400 8.085 10/01/2026
600054301 BERGMANN 8.125 .250 7.875 .0400 7.835 10/01/2026
600054302 WAGNER 8.500 .250 8.250 .0400 8.210 08/01/2026
600054303 ESSICK 8.750 .250 8.500 .0400 8.460 08/01/2026
600054304 NAIDICH 9.500 .250 9.250 .0400 9.210 08/01/2026
<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
------ -------------------- --------------- --------- -- -------- ----
<S> <C> <C> <C> <C> <C> <C>
600054290 AKERS 4241045 $1,640.24 3 11/01/1996 360
600054291 COCOZZA 4243912 $1,949.33 11/01/1996 360
600054292 TAYLOR 4247005 $1,663.19 11/01/1996 360
600054293 MONTELEONE 4267909 $1,937.66 11/01/1996 360
600054294 LOLENG 4274439 $1,817.37 3 11/01/1996 360
600054296 BRADSHAW 4338610 $2,512.17 12 11/01/1996 360
600054297 LEONARD 4342078 $1,718.59 12 11/01/1996 360
600054298 YELICK 4362438 $2,675.45 11/01/1996 360
600054299 CHAN 4373531 $4,560.43 11/01/1996 360
600054300 LUU 4375293 $3,671.15 11/01/1996 360
600054301 BERGMANN 4402200 $618.50 11/01/1996 360
600054302 WAGNER 4407048 $2,998.77 11/01/1996 360
600054303 ESSICK 4443722 $2,174.05 11/01/1996 360
600054304 NAIDICH 4447260 $3,011.95 11/01/1996 360
<CAPTION>
PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # BORROWER CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
------ -------------------- ---- ----- ---- ------ ------ ------ ----- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
600054290 AKERS $227,164.00 N
600054291 COCOZZA $350,000.00 N
600054292 TAYLOR $280,000.00 N
600054293 MONTELEONE $315,000.00 N
600054294 LOLENG $230,000.00 N
600054296 BRADSHAW $324,900.00 Y
600054297 LEONARD $240,000.00 N
600054298 YELICK $500,000.00 N
600054299 CHAN $930,000.00 N
600054300 LUU $695,000.00 N
600054301 BERGMANN $119,000.00 N
600054302 WAGNER $487,500.00 N
600054303 ESSICK $380,000.00 N
600054304 NAIDICH $447,776.00 N
</TABLE>
<PAGE>
Page 15
RUN DATE: 11/19/1996 PNC MORTGAGE SECURITIES CORP.
TIME: 15:55:51 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 11/19/1996
POOL NUMBER: 1385 POOL NAME: 1996-3
<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
600054305 ASHTON 7825 BRINT ROAD SYLVANIA, OH OH 43560 $222,665.03
600054306 BOURLAND 8 LIBERTY STREET ANDOVER, MA MA 1810 $238,369.72
600054307 MCCUISTON 5 HORIZON POINT FRISCO, TX TX 75034 $375,329.23
600054308 BROCHU 15 CAMERON DRIVE NASHUA, NH NH 3062 $239,593.35
600054309 WATTS,III 4560 BRYN MAWR CIRCLE ATLANTA, GA GA 30327 $249,688.14
600054310 LINDAHL 210 EAST 3000 SOUTH HEBER CITY, UT UT 84032 $258,716.00
600054311 STOUPAS 1496 N LAKE WAY PALM BEACH, FL FL 33480 $412,059.29
600054312 BANDY 800 BLOOMINGDALE DRIVE ORLANDO, FL FL 32828 $90,947.64
600054313 FIALA 1106 FOREST POINTE DRIVE HENDERSONVILLE, TN 37075 $269,827.83
600054314 PHAM VIEN 4325 POPLAR BRANCH DRIVE CHANTILLY, VA VA 22021 $228,874.91
600054316 TARNEY 5 LAKEVIEW DRIVE MILLSTONE, NJ NJ 8535 $295,816.02
600054317 GOLSON 5 SUSSEX PLACE GREER, SC SC 29650 $339,636.76
600054318 TAKEUCHI MCKNIGHT 29312 NORTH CANYON RIM RO CANYON COUNTRY, CA 91351 $219,863.26
600054319 KOUYOUMDJIAN 1018 MATILIJA ROAD GLENDALE, CA CA 91202 $359,798.18
<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
600054305 ASHTON 8.500 .250 8.250 .0400 8.210 10/01/2026
600054306 BOURLAND 9.000 .250 8.750 .0400 8.710 10/01/2026
600054307 MCCUISTON 8.625 .250 8.375 .0400 8.335 08/01/2026
600054308 BROCHU 8.875 .250 8.625 .0400 8.585 08/01/2026
600054309 WATTS,III 8.375 .250 8.125 .0400 8.085 09/01/2026
600054310 LINDAHL 9.000 .250 8.750 .0400 8.710 09/01/2026
600054311 STOUPAS 9.125 .250 8.875 .0400 8.835 09/01/2026
600054312 BANDY 8.750 .250 8.500 .0400 8.460 10/01/2026
600054313 FIALA 8.250 .250 8.000 .0400 7.960 10/01/2026
600054314 PHAM VIEN 9.000 .250 8.750 .0400 8.710 10/01/2026
600054316 TARNEY 8.375 .250 8.125 .0400 8.085 10/01/2026
600054317 GOLSON 9.125 .250 8.875 .0400 8.835 09/01/2026
600054318 TAKEUCHI MCKNIGHT 8.375 .250 8.125 .0400 8.085 10/01/2026
600054319 KOUYOUMDJIAN 8.875 .250 8.625 .0400 8.585 10/01/2026
<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
------ -------------------- --------------- --------- -- -------- ----
<S> <C> <C> <C> <C> <C> <C>
600054305 ASHTON 4457038 $1,713.14 11/01/1996 360
600054306 BOURLAND 4465417 $1,919.03 18 11/01/1996 360
600054307 MCCUISTON 4476810 $2,924.49 11/01/1996 360
600054308 BROCHU 4477472 $1,909.55 11/01/1996 360
600054309 WATTS,III 4489561 $1,900.18 11/01/1996 360
600054310 LINDAHL 4505246 $2,083.97 11/01/1996 360
600054311 STOUPAS 4507064 $3,356.24 11/01/1996 360
600054312 BANDY 4529473 $715.90 11/01/1996 360
600054313 FIALA 4554587 $2,028.42 11/01/1996 360
600054314 PHAM VIEN 4570699 $1,842.59 11/01/1996 360
600054316 TARNEY 4577057 $2,249.81 11/01/1996 360
600054317 GOLSON 4586242 $2,766.35 18 11/01/1996 360
600054318 TAKEUCHI MCKNIGHT 4592950 $1,672.16 11/01/1996 360
600054319 KOUYOUMDJIAN 4593618 $2,864.32 11/01/1996 360
<CAPTION>
PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # BORROWER CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
------ -------------------- ---- ----- ---- ------ ------ ------ ----- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
600054305 ASHTON $278,500.00 N
600054306 BOURLAND $265,000.00 N
600054307 MCCUISTON $470,000.00 N
600054308 BROCHU $320,000.00 N
600054309 WATTS,III $510,000.00 N
600054310 LINDAHL $370,000.00 N
600054311 STOUPAS $550,000.00 N
600054312 BANDY $130,000.00 N
600054313 FIALA $360,000.00 N
600054314 PHAM VIEN $290,000.00 N
600054316 TARNEY $370,000.00 N
600054317 GOLSON $392,000.00 N
600054318 TAKEUCHI MCKNIGHT $275,000.00 N
600054319 KOUYOUMDJIAN $450,000.00 N
</TABLE>
<PAGE>
Page 16
RUN DATE: 11/19/1996 PNC MORTGAGE SECURITIES CORP.
TIME: 15:55:51 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 11/19/1996
POOL NUMBER: 1385 POOL NAME: 1996-3
<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
600054320 WILLIS,JR 1324 POKI PLACE DIAMONDHEAD, MS MS 39525 $245,458.69
600054321 MATEI 13 PARK CIRCLE NEW HYDE PARK, NY 11040 $232,629.33
600054322 BERGMAN 324 GARDEN STREET HOBOKEN, NJ NJ 7030 $99,945.38
600054323 CHUBINSKY 79 VALLEY VIEW ROAD CHAPPAQUA, NY NY 10514 $249,848.55
600054325 RIVERS 45 BARN SIDE RD BOXFORD, MA MA 1921 $399,787.14
600054326 MASH 45 WOODMERE RD FRAMINGHAM, MA MA 1701 $232,869.37
600054327 CHARLOT 351 E WASHINGTON LAKE BLUFF, IL IL 60044 $219,739.29
600054328 MORRIS 2412 N COLUMBUS ST ARLINGTON, VA VA 22207 $295,000.41
600054329 BENEDETTI 4713 WHITE OAKS CT TROY, MI MI 48098 $324,798.00
600054330 JACES 6640 NORTH PALMERSTON DRI MENTOR, OH OH 44060 $225,000.00
600054331 HAND 2231 E LAKE WASHINGTON BL SEATTLE, WA WA 98112 $314,814.02
600054332 HARRIS 13406 HAVERSHIRE LANE HOUSTON, TX TX 77079 $221,858.44
600054333 TOLUNAY 618 SANDY PORT STREET HOUSTON, TX TX 77079 $242,206.92
600054334 BURNS,JR 11407 OAKHURST RD. LOUISVILLE, KY KY 40245 $367,777.07
<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
600054320 WILLIS,JR 8.750 .250 8.500 .0400 8.460 10/01/2026
600054321 MATEI 9.250 .250 9.000 .0400 8.960 10/01/2026
600054322 BERGMAN 9.000 .250 8.750 .0400 8.710 10/01/2026
600054323 CHUBINSKY 8.500 .250 8.250 .0400 8.210 10/01/2026
600054325 RIVERS 9.125 .250 8.875 .0400 8.835 10/01/2026
600054326 MASH 8.875 .250 8.625 .0400 8.585 10/01/2026
600054327 CHARLOT 8.625 .250 8.375 .0400 8.335 09/01/2026
600054328 MORRIS 7.250 .250 7.000 .0400 6.960 04/01/2026
600054329 BENEDETTI 8.375 .250 8.125 .0400 8.085 10/01/2026
600054330 JACES 8.250 .250 8.000 .0400 7.960 11/01/2026
600054331 HAND 8.625 .250 8.375 .0400 8.335 10/01/2026
600054332 HARRIS 8.250 .250 8.000 .0400 7.960 10/01/2026
600054333 TOLUNAY 8.625 .250 8.375 .0400 8.335 10/01/2026
600054334 BURNS,JR 8.500 .250 8.250 .0400 8.210 10/01/2026
<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
------ -------------------- --------------- --------- -- -------- ----
<S> <C> <C> <C> <C> <C> <C>
600054320 WILLIS,JR 4595351 $1,932.14 11/01/1996 360
600054321 MATEI 4596658 $1,914.78 18 11/01/1996 360
600054322 BERGMAN 4596846 $804.62 11/01/1996 360
600054323 CHUBINSKY 4597671 $1,922.28 11/01/1996 360
600054325 RIVERS 4621664 $3,254.53 18 11/01/1996 360
600054326 MASH 4621721 $1,853.86 18 11/01/1996 360
600054327 CHARLOT 4623567 $1,711.14 11/01/1996 360
600054328 MORRIS 4627258 $2,023.68 12 11/01/1996 360
600054329 BENEDETTI 4641346 $2,470.23 11/01/1996 360
600054330 JACES 4644825 $1,690.35 12 11/01/1996 360
600054331 HAND 4681716 $2,450.04 11/01/1996 360
600054332 HARRIS 4683663 $1,667.81 11/01/1996 360
600054333 TOLUNAY 4684536 $1,884.97 11/01/1996 360
600054334 BURNS,JR 4698207 $2,829.60 11/01/1996 360
<CAPTION>
PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # BORROWER CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
------ -------------------- ---- ----- ---- ------ ------ ------ ----- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
600054320 WILLIS,JR $307,000.00 N
600054321 MATEI $245,000.00 N
600054322 BERGMAN $170,000.00 N
600054323 CHUBINSKY $450,000.00 N
600054325 RIVERS $456,126.00 N
600054326 MASH $259,000.00 N
600054327 CHARLOT $275,000.00 N
600054328 MORRIS $312,300.00 N
600054329 BENEDETTI $477,000.00 N
600054330 JACES $259,000.00 N
600054331 HAND $420,000.00 N
600054332 HARRIS $277,500.00 N
600054333 TOLUNAY $302,950.00 N
600054334 BURNS,JR $460,000.00 N
</TABLE>
<PAGE>
Page 17
RUN DATE: 11/19/1996 PNC MORTGAGE SECURITIES CORP.
TIME: 15:55:51 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 11/19/1996
POOL NUMBER: 1385 POOL NAME: 1996-3
<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
600054335 JONES 98 PROVIDENCE BLVD SOUTH BRUNSWICK NJ 8824 $212,628.47
600054336 CLAYTON 9615 PAMELIA PLACE FORT WASHINGTON MD 20744 $264,261.38
600054337 TUYET LAM 1063 SCHWERIN STREET DALY CITY, CA CA 94014 $245,643.27
600054338 ROMERO 3841 75TH STREET BOULDER, CO CO 80301 $211,731.24
600054339 MAYO 8561 COLONIAL DRIVE LITTLETON, CO CO 80124 $582,755.74
600054340 FERGUSON 8604 STANTON PLACE RALEIGH, NC NC 27615 $215,862.26
600054341 ROZYCKI 116 FOX MEADOW RD SCARSDALE, NY NY 10583 $580,426.16
600054342 LIU 808 AUTUMN DRIVE WALNUT CREEK, C CA 94598 $274,824.65
600054343 BIPRAM 175-21 MAYFIELD ROAD JAMAICA, NY NY 11432 $219,876.66
600054344 MCMURRAY 2705 WEST 112TH ST LEAWOOD, KS KS 66211 $599,617.40
600054345 BARILLAS 14799 AVENIDA ANITA CHINO HILLS, CA CA 91709 $223,780.82
600054346 LANGER 4204 DELAWARE COURT NAPERVILLE, IL IL 60564 $374,017.37
600054347 WEST 1211 BONNIE VIEW DR HOLLISTER, CA CA 95023 $171,401.82
600054348 DAYTON 1570 W COLT DR COLTER BAY, WY WY 83001 $245,682.18
<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
600054335 JONES 9.250 .250 9.000 .0400 8.960 09/01/2026
600054336 CLAYTON 8.250 .250 8.000 .0400 7.960 09/01/2026
600054337 TUYET LAM 8.250 .250 8.000 .0400 7.960 10/01/2026
600054338 ROMERO 8.875 .250 8.625 .0400 8.585 10/01/2026
600054339 MAYO 8.625 .250 8.375 .0400 8.335 10/01/2026
600054340 FERGUSON 8.250 .250 8.000 .0400 7.960 10/01/2026
600054341 ROZYCKI 9.500 .250 9.250 .0400 9.210 09/01/2026
600054342 LIU 8.250 .250 8.000 .0400 7.960 10/01/2026
600054343 BIPRAM 8.875 .250 8.625 .0400 8.585 10/01/2026
600054344 MCMURRAY 8.250 .250 8.000 .0400 7.960 10/01/2026
600054345 BARILLAS 8.375 .250 8.125 .0400 8.085 10/01/2026
600054346 LANGER 8.375 .250 8.125 .0400 8.085 10/01/2026
600054347 WEST 8.750 .250 8.500 .0400 8.460 09/01/2026
600054348 DAYTON 8.250 .250 8.000 .0400 7.960 09/01/2026
<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
------ -------------------- --------------- --------- -- -------- ----
<S> <C> <C> <C> <C> <C> <C>
600054335 JONES 4704135 $1,751.06 18 11/01/1996 360
600054336 CLAYTON 4707214 $1,987.86 18 11/01/1996 360
600054337 TUYET LAM 4714474 $1,846.61 11/01/1996 360
600054338 ROMERO 4730839 $1,685.57 18 11/01/1996 360
600054339 MAYO 4732091 $4,535.29 11/01/1996 360
600054340 FERGUSON 4761154 $1,622.74 11/01/1996 360
600054341 ROZYCKI 4764619 $4,885.37 11/01/1996 360
600054342 LIU 4783602 $2,065.98 11/01/1996 360
600054343 BIPRAM 4788245 $1,750.42 11/01/1996 360
600054344 MCMURRAY 4794070 $4,507.60 11/01/1996 360
600054345 BARILLAS 4798816 $1,701.96 11/01/1996 360
600054346 LANGER 4803016 $2,844.58 11/01/1996 360
600054347 WEST 4803025 $1,349.98 11/01/1996 360
600054348 DAYTON 4803556 $1,848.12 12 11/01/1996 360
<CAPTION>
PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # BORROWER CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
------ -------------------- ---- ----- ---- ------ ------ ------ ----- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
600054335 JONES $236,500.00 N
600054336 CLAYTON $294,719.00 N
600054337 TUYET LAM $307,258.00 N
600054338 ROMERO $223,000.00 N
600054339 MAYO $756,899.00 N
600054340 FERGUSON $282,000.00 N
600054341 ROZYCKI $830,000.00 N
600054342 LIU $385,000.00 N
600054343 BIPRAM $300,000.00 N
600054344 MCMURRAY $935,000.00 N
600054345 BARILLAS $279,900.00 N
600054346 LANGER $470,000.00 N
600054347 WEST $264,000.00 N
600054348 DAYTON $259,000.00 N
</TABLE>
<PAGE>
Page 18
RUN DATE: 11/19/1996 PNC MORTGAGE SECURITIES CORP.
TIME: 15:55:51 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 11/19/1996
POOL NUMBER: 1385 POOL NAME: 1996-3
<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
600054349 SCHILLIZZI 477 PHILIP AVENUE STATEN ISLAND, NY 10312 $269,718.96
600054350 LEWINE 40 MCLEAN DRIVE SUDBURY, MA MA 1776 $400,698.90
600054351 KITT 10775 JUDY LANE COLUMBIA, MD MD 21044 $211,857.75
600054352 BERNHARDT 5402 E. WONDERVIEW ROAD PHOENIX, AZ AZ 85018 $399,744.93
600054353 TOTTER RD#8, BOX 193 GREENSBURG, PA PA 15601 $64,960.63
600054354 STRONG 1024 GRANVIA ALTAMIRA PALOS VERDES ES CA 90274 $451,726.18
600054355 SWARTZ 433 DEDHAM STREET, UNIT 4 NEWTON, MA MA 2159 $249,852.41
600054356 SIOPES 36 BLANCHARD ST ANDOVER, MA MA 1810 $234,846.28
600054357 ROSE 412 MARVIEW DRIVE SOLANA BEACH, C CA 92075 $399,757.68
600054358 PAULL 981 LUCERNE #1 LAKE ARROWHEAD, CA 92352 $68,959.27
600054359 MEIER CARLSON 2500 COUNTY ROAD 58P TELLURIDE, CO CO 81435 $249,852.41
600054360 COX 1643 NORTH HARVEST DANCE JACKSON HOLE, W WY 83001 $323,009.18
600054362 FARNESI,JR 427 MAPLE AVENUE HADDONFIELD, NJ NJ 8033 $262,500.00
600054363 WARD 216 SOUTHWIND DRIVE DOYLESTOWN, PA PA 18901 $219,854.79
<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
600054349 SCHILLIZZI 9.250 .250 9.000 .0400 8.960 09/01/2026
600054350 LEWINE 8.375 .250 8.125 .0400 8.085 09/01/2026
600054351 KITT 8.000 .250 7.750 .0400 7.710 10/01/2026
600054352 BERNHARDT 8.250 .250 8.000 .0400 7.960 10/01/2026
600054353 TOTTER 8.500 .250 8.250 .0400 8.210 10/01/2026
600054354 STRONG 8.500 .250 8.250 .0400 8.210 10/01/2026
600054355 SWARTZ 8.625 .250 8.375 .0400 8.335 10/01/2026
600054356 SIOPES 8.125 .250 7.875 .0400 7.835 10/01/2026
600054357 ROSE 8.500 .250 8.250 .0400 8.210 10/01/2026
600054358 PAULL 8.625 .250 8.375 .0400 8.335 10/01/2026
600054359 MEIER CARLSON 8.625 .250 8.375 .0400 8.335 10/01/2026
600054360 COX 8.625 .250 8.375 .0400 8.335 10/01/2026
600054362 FARNESI,JR 8.625 .250 8.375 .0400 8.335 11/01/2026
600054363 WARD 8.125 .250 7.875 .0400 7.835 10/01/2026
<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
------ -------------------- --------------- --------- -- -------- ----
<S> <C> <C> <C> <C> <C> <C>
600054349 SCHILLIZZI 4808472 $2,221.23 11/01/1996 360
600054350 LEWINE 4811502 $3,049.79 11/01/1996 360
600054351 KITT 4825826 $1,555.58 11/01/1996 360
600054352 BERNHARDT 4828237 $3,005.07 11/01/1996 360
600054353 TOTTER 4845087 $499.79 11/01/1996 360
600054354 STRONG 4849105 $3,475.49 11/01/1996 360
600054355 SWARTZ 4852078 $1,944.47 11/01/1996 360
600054356 SIOPES 4857564 $1,744.87 11/01/1996 360
600054357 ROSE 4864920 $3,075.65 11/01/1996 360
600054358 PAULL 4873357 $536.67 11/01/1996 360
600054359 MEIER CARLSON 4877754 $1,944.47 11/01/1996 360
600054360 COX 4910516 $2,513.82 11/01/1996 360
600054362 FARNESI,JR 4916247 $2,041.70 11/01/1996 360
600054363 WARD 4917035 $1,648.34 11/01/1996 360
<CAPTION>
PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # BORROWER CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
------ -------------------- ---- ----- ---- ------ ------ ------ ----- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
600054349 SCHILLIZZI $425,000.00 N
600054350 LEWINE $535,000.00 N
600054351 KITT $265,000.00 N
600054352 BERNHARDT $585,000.00 N
600054353 TOTTER $134,000.00 N
600054354 STRONG $565,000.00 N
600054355 SWARTZ $550,000.00 N
600054356 SIOPES $342,000.00 N
600054357 ROSE $638,000.00 N
600054358 PAULL $98,750.00 N
600054359 MEIER CARLSON $525,000.00 N
600054360 COX $404,000.00 N
600054362 FARNESI,JR $351,000.00 N
600054363 WARD $280,000.00 N
</TABLE>
<PAGE>
Page 19
RUN DATE: 11/19/1996 PNC MORTGAGE SECURITIES CORP.
TIME: 15:55:51 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 11/19/1996
POOL NUMBER: 1385 POOL NAME: 1996-3
<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
600054364 BANKORD 24900 PERDIDO BEACH BLVD ORANGE BEACH, A AL 36561 $227,243.98
600054365 KOMYATTE 1137 PRESERVE CIRCLE GOLDEN, CO CO 80401 $269,832.18
600054366 NAFUS 906 BAKER STREET SALMON, ID ID 83467 $107,941.01
600054367 ROCKWELL 13455 SW KNAUS ROAD LAKE OSWEGO, OR OR 97034 $649,626.03
600054368 HOLT 5525 VIA SEPULVEDA YORBA LINDA, CA CA 92887 $251,876.04
600054369 CLIFFORD 3406 S. BIG WOODS COVE COLLIERVILLE, T TN 38017 $284,836.03
600054370 GORESHNIK 10626 NORTHEAST 117TH PLA KIRKLAND, WA WA 98034 $240,158.13
600054371 BENNETT 3151 234TH COURT SOUTHEAS ISSAQUAH, WA WA 98027 $243,852.18
600054372 PULEO 9 NORTH BAYARD LANE MAHWAH, NJ NJ 7430 $220,872.85
600054373 LANCASTER 3821 GRAND KEY DRIVE ORANGE BEACH, A AL 36561 $268,632.14
600054374 WANDERER 222 WALTER HAYS DRIVE PALO ALTO, CA CA 94303 $299,450.91
600054375 REED 110 THE VILLAGE #409 REDONDO BEACH, CA 90277 $253,488.25
600054376 MINICZ 5505 NORTH MESA DRIVE CASTLE ROCK, CO CO 80104 $259,821.07
600054377 HARMON 2800 W BATH ROAD AKRON, OH OH 44333 $228,000.00
<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
600054364 BANKORD 8.875 .250 8.625 .0400 8.585 09/01/2026
600054365 KOMYATTE 8.375 .250 8.125 .0400 8.085 10/01/2026
600054366 NAFUS 9.000 .250 8.750 .0400 8.710 10/01/2026
600054367 ROCKWELL 8.750 .250 8.500 .0400 8.460 10/01/2026
600054368 HOLT 9.500 .250 9.250 .0400 9.210 10/01/2026
600054369 CLIFFORD 8.750 .250 8.500 .0400 8.460 10/01/2026
600054370 GORESHNIK 8.625 .250 8.375 .0400 8.335 10/01/2026
600054371 BENNETT 8.500 .250 8.250 .0400 8.210 10/01/2026
600054372 PULEO 8.750 .250 8.500 .0400 8.460 10/01/2026
600054373 LANCASTER 8.750 .250 8.500 .0400 8.460 08/01/2026
600054374 WANDERER 8.500 .250 8.250 .0400 8.210 08/01/2026
600054375 REED 8.250 .250 8.000 .0400 7.960 10/01/2026
600054376 MINICZ 7.875 .250 7.625 .0400 7.585 10/01/2026
600054377 HARMON 8.250 .250 8.000 .0400 7.960 11/01/2026
<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
------ -------------------- --------------- --------- -- -------- ----
<S> <C> <C> <C> <C> <C> <C>
600054364 BANKORD 4918835 $1,810.09 11/01/1996 360
600054365 KOMYATTE 4927222 $2,052.20 11/01/1996 360
600054366 NAFUS 4988109 $868.99 11/01/1996 360
600054367 ROCKWELL 4992907 $5,113.55 11/01/1996 360
600054368 HOLT 5003247 $2,118.96 11/01/1996 360
600054369 CLIFFORD 5010084 $2,242.10 12 11/01/1996 360
600054370 GORESHNIK 5060275 $1,869.03 3 11/01/1996 360
600054371 BENNETT 5060953 $1,876.15 11/01/1996 360
600054372 PULEO 5064946 $1,738.61 11/01/1996 360
600054373 LANCASTER 5088015 $2,117.01 12 11/01/1996 360
600054374 WANDERER 5088098 $2,306.74 11/01/1996 360
600054375 REED 5104216 $1,905.59 18 11/01/1996 360
600054376 MINICZ 5106051 $1,885.18 11/01/1996 360
600054377 HARMON 5130754 $1,712.89 11/01/1996 360
<CAPTION>
PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # BORROWER CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
------ -------------------- ---- ----- ---- ------ ------ ------ ----- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
600054364 BANKORD $286,000.00 N
600054365 KOMYATTE $350,000.00 N
600054366 NAFUS $180,000.00 N
600054367 ROCKWELL $1,100,000.00 N
600054368 HOLT $326,000.00 N
600054369 CLIFFORD $325,000.00 N
600054370 GORESHNIK $267,000.00 N
600054371 BENNETT $305,000.00 N
600054372 PULEO $301,000.00 N
600054373 LANCASTER $299,000.00 N
600054374 WANDERER $575,000.00 N
600054375 REED $267,000.00 N
600054376 MINICZ $340,000.00 N
600054377 HARMON $285,000.00 N
</TABLE>
<PAGE>
Page 20
RUN DATE: 11/19/1996 PNC MORTGAGE SECURITIES CORP.
TIME: 15:55:51 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 11/19/1996
POOL NUMBER: 1385 POOL NAME: 1996-3
<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
600054378 TRAN 26 FOREST KNOLLS DRIVE SAN FRANCISCO, CA 94131 $291,823.10
600054379 ERLIKH 78 VINE ST NEWTON, MA MA 2167 $230,260.42
600054380 BISHOP 64 MAOLIS RD NAHANT, MA MA 1908 $328,227.60
600054381 RABIZADEH 22121 MARTINEZ STREET WOODLAND HILLS, CA 91364 $283,500.00
600054382 WHITNEY 590 FRONT RANGE RD LITTLETON, CO CO 80120 $289,625.01
600054383 ALDERMAN LAKE RD 5-88/WOODBRIDGE CAMDENTON, MO MO 65020 $269,840.60
600054384 YOUNG 29015 TURNBERRY COURT GEORGETOWN, TX TX 78628 $234,846.28
600054385 COLLINS 18522 EAST DE VACA DRIVE GALVESTON, TX TX 77554 $249,598.70
600054386 HARRINGTON 321 SPRINGHILL DR HURST, TX TX 76054 $143,227.55
600054387 MCLOUGHLIN 363 CANTITOE RD BEFORD, NY NY 10507 $349,827.84
600054388 FISHER 2612 MONTANA AVENUE # 3 SANTA MONICA, C CA 90403 $271,862.64
600054389 TRANE 2041 AMETHYST DRIVE LONGMONT, CO CO 80501 $252,642.87
600054390 DI PIETRO 481 DAVISVILLE ROAD FALMOUTH, MA MA 2536 $259,846.50
600054391 HOFFMAN 2387 EAST BEAR HILLS CIRC DRAPER, UT UT 84020 $319,589.12
<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
600054378 TRAN 8.500 .250 8.250 .0400 8.210 10/01/2026
600054379 ERLIKH 8.500 .250 8.250 .0400 8.210 10/01/2026
600054380 BISHOP 8.125 .250 7.875 .0400 7.835 10/01/2026
600054381 RABIZADEH 8.500 .250 8.250 .0400 8.210 11/01/2026
600054382 WHITNEY 8.500 .250 8.250 .0400 8.210 10/01/2026
600054383 ALDERMAN 8.625 .250 8.375 .0400 8.335 10/01/2026
600054384 YOUNG 8.125 .250 7.875 .0400 7.835 10/01/2026
600054385 COLLINS 8.500 .250 8.250 .0400 8.210 10/01/2026
600054386 HARRINGTON 9.125 .250 8.875 .0400 8.835 08/01/2024
600054387 MCLOUGHLIN 9.500 .250 9.250 .0400 9.210 10/01/2026
600054388 FISHER 9.375 .250 9.125 .0400 9.085 10/01/2026
600054389 TRANE 8.375 .250 8.125 .0400 8.085 10/01/2026
600054390 DI PIETRO 8.625 .250 8.375 .0400 8.335 10/01/2026
600054391 HOFFMAN 8.375 .250 8.125 .0400 8.085 10/01/2026
<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
------ -------------------- --------------- --------- -- -------- ----
<S> <C> <C> <C> <C> <C> <C>
600054378 TRAN 5135816 $2,245.23 11/01/1996 360
600054379 ERLIKH 5148453 $1,771.58 11/01/1996 360
600054380 BISHOP 5151734 $2,442.82 11/01/1996 360
600054381 RABIZADEH 5183601 $2,179.87 3 11/01/1996 360
600054382 WHITNEY 5193351 $2,229.85 11/01/1996 360
600054383 ALDERMAN 5194944 $2,100.03 11/01/1996 360
600054384 YOUNG 5202463 $1,744.87 11/01/1996 360
600054385 COLLINS 5209134 $1,920.36 18 11/01/1996 360
600054386 HARRINGTON 5264219 $1,184.15 14 11/01/1996 360
600054387 MCLOUGHLIN 5269415 $2,942.99 11/01/1996 360
600054388 FISHER 5285614 $2,262.36 11/01/1996 360
600054389 TRANE 5310899 $1,921.46 11/01/1996 360
600054390 DI PIETRO 5351773 $2,022.25 11/01/1996 360
600054391 HOFFMAN 5564052 $2,432.23 11/01/1996 360
<CAPTION>
PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # BORROWER CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
------ -------------------- ---- ----- ---- ------ ------ ------ ----- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
600054378 TRAN $365,000.00 N
600054379 ERLIKH $288,000.00 N
600054380 BISHOP $500,000.00 N
600054381 RABIZADEH $315,000.00 N
600054382 WHITNEY $440,000.00 N
600054383 ALDERMAN $575,000.00 N
600054384 YOUNG $295,000.00 N
600054385 COLLINS $277,500.00 N
600054386 HARRINGTON $163,200.00 N
600054387 MCLOUGHLIN $740,000.00 N
600054388 FISHER $340,000.00 N
600054389 TRANE $316,000.00 N
600054390 DI PIETRO $347,000.00 N
600054391 HOFFMAN $565,000.00 N
</TABLE>
<PAGE>
<PAGE>
Page 21
RUN DATE: 11/19/1996 PNC MORTGAGE SECURITIES CORP.
TIME: 15:55:51 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 11/19/1996
POOL NUMBER: 1385 POOL NAME: 1996-3
<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
600054392 PRESTEL 7916 EAST BERNER STREET LONG BEACH, CA CA 90808 $253,947.00
600054393 STEARMAN 3855 N ELK RIDGE NORTH DIVIDE, CO CO 80814 $249,565.35
600054394 FULLER 2401 BROOKWOOD DRIVE FORT COLLINS, C CO 80525 $399,248.91
600054395 ROTH 62 NORTH SABRA AVENUE AGOURA, CA CA 91301 $222,864.90
600054396 BUCKNER 768 WEST EMERALD OAKS DRI FARMINGTON, UT UT 84025 $408,327.89
600054397 TURKHEIMER 2728 SYLVAN WAY MCKINNEY, TX TX 75070 $448,940.51
600054398 PELZER 26 CLIVEHILL ROAD EDISON, NJ NJ 8820 $284,504.49
600054399 HOGAN 6794 BLACKHAWK COURT HIGHLANDS RANCH CO 80126 $219,013.78
600054400 LOVELL 1512 BARCUS DRIVE GEORGETOWN, TX TX 78626 $82,682.12
600054401 HILL 5311 WINTERSET DRIVE GREENSBORO, NC NC 27406 $247,000.00
600054402 ZAYAS 670 NEW HEMPSTEAD ROAD NEW HEMPSTEAD, NY 10977 $273,844.73
600054403 TRACHTENBERG 6 OLD SEARINGTOWN ROAD ROSLYN, NY NY 11576 $349,782.46
600054404 HAMMEL DAVIS 24475 PASEO DE TORONTO YORBA LINDA, CA CA 92687 $298,814.15
600054405 FASANO 10 THATCH POND ROAD SMITHTOWN, NY NY 11787 $277,813.46
<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
600054392 PRESTEL 7.750 .250 7.500 .0400 7.460 12/01/2025
600054393 STEARMAN 8.750 .250 8.500 .0400 8.460 08/01/2026
600054394 FULLER 8.375 .250 8.125 .0400 8.085 08/01/2026
600054395 ROTH 8.500 .250 8.250 .0400 8.210 10/01/2026
600054396 BUCKNER 8.750 .250 8.500 .0400 8.460 09/01/2026
600054397 TURKHEIMER 7.250 .250 7.000 .0400 6.960 08/01/2026
600054398 PELZER 8.750 .250 8.500 .0400 8.460 08/01/2026
600054399 HOGAN 8.375 .250 8.125 .0400 8.085 10/01/2026
600054400 LOVELL 8.000 .250 7.750 .0400 7.710 08/01/2026
600054401 HILL 8.125 .250 7.875 .0400 7.835 11/01/2026
600054402 ZAYAS 8.625 .250 8.375 .0400 8.335 07/01/2026
600054403 TRACHTENBERG 8.375 .250 8.125 .0400 8.085 10/01/2026
600054404 HAMMEL DAVIS 8.375 .250 8.125 .0400 8.085 10/01/2026
600054405 FASANO 8.000 .250 7.750 .0400 7.710 10/01/2026
<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
------ -------------------- --------------- --------- -- -------- ----
<S> <C> <C> <C> <C> <C> <C>
600054392 PRESTEL 5578764 $1,834.02 11/01/1996 360
600054393 STEARMAN 7403685 $1,966.75 11/01/1996 360
600054394 FULLER 7414318 $3,040.29 11/01/1996 360
600054395 ROTH 8027233 $1,714.68 18 11/01/1996 360
600054396 BUCKNER 8044191 $3,216.03 11/01/1996 360
600054397 TURKHEIMER 8554806 $3,069.79 11/01/1996 360
600054398 PELZER 8633965 $2,242.10 12 11/01/1996 360
600054399 HOGAN 8875698 $1,665.70 18 11/01/1996 360
600054400 LOVELL 9196815 $607.92 11/01/1996 360
600054401 HILL 9538603 $1,833.97 3 11/01/1996 360
600054402 ZAYAS 9588766 $2,135.03 18 11/01/1996 360
600054403 TRACHTENBERG 9588770 $2,660.25 11/01/1996 360
600054404 HAMMEL DAVIS 9692329 $2,272.62 11/01/1996 360
600054405 FASANO 9740649 $2,039.87 11/01/1996 360
<CAPTION>
PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # BORROWER CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
------ -------------------- ---- ----- ---- ------ ------ ------ ----- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
600054392 PRESTEL $320,000.00 N
600054393 STEARMAN $337,000.00 N
600054394 FULLER $557,000.00 N
600054395 ROTH $240,000.00 N
600054396 BUCKNER $511,000.00 N
600054397 TURKHEIMER $750,000.00 N
600054398 PELZER $317,000.00 N
600054399 HOGAN $243,500.00 N
600054400 LOVELL $110,500.00 N
600054401 HILL $260,000.00 N
600054402 ZAYAS $305,000.00 N
600054403 TRACHTENBERG $655,000.00 N
600054404 HAMMEL DAVIS $400,000.00 N
600054405 FASANO $370,000.00 N
</TABLE>
<PAGE>
<PAGE>
Page 22
RUN DATE: 11/19/1996 PNC MORTGAGE SECURITIES CORP.
TIME: 15:55:51 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 11/19/1996
POOL NUMBER: 1385 POOL NAME: 1996-3
<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
600054406 MILLER 3525 TURTLE CREEK BLVD. # DALLAS, TX TX 75219 $283,654.70
600054407 ORDWAY,JR 1218 BLAIR AVENUE SOUTH PASADENA, CA 91030 $311,373.02
600054408 LEE 1320 WILD OAK TERRACE ROCKVILLE, MD MD 20852 $235,430.43
600054409 HOLLAND TEIXEIRA 293 UPLAND ROAD CITY OF LAGUNA CA 92651 $247,338.10
600054410 LOOMIS 23811 IVERNESS PLACE CITY OF LAGUNA CA 92677 $396,765.61
600054411 BAIN 15560 BORGES DRIVE MOORPARK, CA CA 93021 $274,300.09
600054412 WALTERS 1136 VISTA POINTE CIRCLE SAN RAMON, CA CA 94583 $225,028.96
600054413 LOGAN 10005 LAWRENCE POND COURT LAUREL, MD MD 20708 $240,615.03
600054414 RAMIREZ 7410 MIDFIELD AVENUE LOS ANGELES, CA CA 90045 $213,636.25
600054415 DASALLA 94-409 PUPUKUPA STREET WAIPAHU, HI HI 96797 $418,283.04
600054416 WALKER 17-534 NORTH ALA ROAD KURTISTOWN, HI HI 96760 $323,844.78
600054417 FRIEDMAN 107 CLOVERLY LANE WEST CHESTER, P PA 19380 $223,934.33
600054418 DEL RIVO 3651 INGLEWOOD BOULEVARD LOS ANGELES, CA CA 90066 $223,131.19
600054419 MERCADO 3140 SHADOWLEAF COURT LAS VEGAS, NV NV 89117 $396,518.19
<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
600054406 MILLER 8.500 .250 8.250 .0400 8.210 09/01/2026
600054407 ORDWAY,JR 8.625 .250 8.375 .0400 8.335 08/01/2026
600054408 LEE 9.250 .250 9.000 .0400 8.960 08/01/2026
600054409 HOLLAND TEIXEIRA 8.125 .250 7.875 .0400 7.835 10/01/2026
600054410 LOOMIS 8.625 .250 8.375 .0400 8.335 10/01/2026
600054411 BAIN 9.000 1.125 7.875 .0400 7.835 10/01/2026
600054412 WALTERS 9.125 1.125 8.000 .0400 7.960 10/01/2026
600054413 LOGAN 8.875 .875 8.000 .0400 7.960 10/01/2026
600054414 RAMIREZ 9.125 1.125 8.000 .0400 7.960 10/01/2026
600054415 DASALLA 9.250 .875 8.375 .0400 8.335 10/01/2026
600054416 WALKER 9.625 .875 8.750 .0400 8.710 10/01/2026
600054417 FRIEDMAN 8.625 1.125 7.500 .0400 7.460 09/01/2026
600054418 DEL RIVO 9.125 1.125 8.000 .0400 7.960 10/01/2026
600054419 MERCADO 9.625 .875 8.750 .0400 8.710 09/01/2026
<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
------ -------------------- --------------- --------- -- -------- ----
<S> <C> <C> <C> <C> <C> <C>
600054406 MILLER 9797987 $2,183.71 11/01/1996 360
600054407 ORDWAY,JR 9825863 $2,426.70 11/01/1996 360
600054408 LEE 9931633 $1,939.87 18 11/01/1996 360
600054409 HOLLAND TEIXEIRA 9966332 $1,837.68 11/01/1996 360
600054410 LOOMIS 9966353 $3,087.83 11/01/1996 360
600054411 BAIN 1699617 $2,208.29 18 11/01/1996 360
600054412 WALTERS 1746789 $1,831.89 3 11/01/1996 360
600054413 LOGAN 1998336 $1,915.52 18 11/01/1996 360
600054414 RAMIREZ 2083408 $1,739.14 3 11/01/1996 360
600054415 DASALLA 4373992 $3,442.90 18 11/01/1996 360
600054416 WALKER 4374898 $2,753.97 3 11/01/1996 360
600054417 FRIEDMAN 4380123 $1,743.80 7 11/01/1996 360
600054418 DEL RIVO 4495498 $1,816.44 3 11/01/1996 360
600054419 MERCADO 4536407 $3,373.61 18 11/01/1996 360
<CAPTION>
PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # BORROWER CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
------ -------------------- ---- ----- ---- ------ ------ ------ ----- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
600054406 MILLER $355,000.00 N
600054407 ORDWAY,JR $390,000.00 N
600054408 LEE $262,000.00 N
600054409 HOLLAND TEIXEIRA $330,000.00 N
600054410 LOOMIS $575,000.00 N
600054411 BAIN $288,900.00 N
600054412 WALTERS $237,000.00 N
600054413 LOGAN $267,500.00 N
600054414 RAMIREZ $225,000.00 N
600054415 DASALLA $465,000.00 N
600054416 WALKER $360,000.00 N
600054417 FRIEDMAN $236,000.00 N
600054418 DEL RIVO $235,000.00 N
600054419 MERCADO $443,000.00 N
</TABLE>
<PAGE>
Page 23
RUN DATE: 11/19/1996 PNC MORTGAGE SECURITIES CORP.
TIME: 15:55:51 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 11/19/1996
POOL NUMBER: 1385 POOL NAME: 1996-3
<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
600054420 ALCID 1054 E EVELYN AVENUE SUNNYVALE, CA CA 94086 $245,875.78
600054421 STRONG 1105 IRONWOOD ROAD ALAMEDA, CA CA 94501 $217,508.75
600054422 SOTO 18133 E POWERS PLACE AURORA, CO CO 80015 $224,039.75
600054423 MARTIN 162 VASSAR CIRCLE VILLANOVA, PA PA 19085 $278,830.98
600054424 BERNARD 11121 DOVERHILL ROAD SAN DIEGO, CA CA 92131 $217,340.19
600054425 BROWN 2813 STERLING COVE LAS VEGAS, NV NV 89128 $234,993.39
600054426 EVERS 4737 ESPERANZA LA VERNE, CA CA 91750 $267,771.26
600054427 COLEMAN 3015 S. TORREY PINES DRIV LAS VEGAS, NV NV 89102 $237,470.22
600054428 BRAGDON 1416 BAY HEAD ROAD ANNAPOLIS, MD MD 21401 $292,344.34
600054429 JOHN S & JUDITH A SABATIN 721 PENLLYN PIKE LOWER GWYNEDD,P PA 19002 $60,000.00
600054430 RAYMOND F & PATRICIA A HA 123 PITNEY AVENUE SPRING LAKE, NJ NJ 7762 $264,822.19
600054431 ANNE E & MICHAEL D RIPLEY 8850 HUNT CLUB ROAD ZIONSVILLE, IN IN 46077 $207,000.00
600054432 JEFFERY PERLMAN 1637 OAKWOOD DRIVE UNIT S PENN VALLEY, PA PA 19072 $60,000.00
600054433 SHIRLEY WISE & JOSEPH L L 1600 N. OAK ST #1810 ARLINGTON, VA VA 22209 $207,000.00
<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
600054420 ALCID 9.375 1.125 8.250 .0400 8.210 10/01/2026
600054421 STRONG 10.250 1.125 9.125 .0400 9.085 10/01/2026
600054422 SOTO 9.500 1.125 8.375 .0400 8.335 10/01/2026
600054423 MARTIN 8.500 .875 7.625 .0400 7.585 10/01/2026
600054424 BERNARD 9.375 1.125 8.250 .0400 8.210 10/01/2026
600054425 BROWN 9.500 .875 8.625 .0400 8.585 07/01/2026
600054426 EVERS 9.625 1.125 8.500 .0400 8.460 10/01/2026
600054427 COLEMAN 9.000 .875 8.125 .0400 8.085 10/01/2026
600054428 BRAGDON 9.125 .875 8.250 .0400 8.210 10/01/2026
600054429 JOHN S & JUDITH A SABATI 8.875 .250 8.625 .0500 8.575 11/01/2026
600054430 RAYMOND F & PATRICIA A H 8.000 .250 7.750 .0500 7.700 10/01/2026
600054431 ANNE E & MICHAEL D RIPLE 8.375 .250 8.125 .0500 8.075 11/01/2026
600054432 JEFFERY PERLMAN 8.250 .250 8.000 .0500 7.950 11/01/2026
600054433 SHIRLEY WISE & JOSEPH L 8.000 .250 7.750 .0500 7.700 11/01/2026
<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
------ -------------------- --------------- --------- -- -------- ----
<S> <C> <C> <C> <C> <C> <C>
600054420 ALCID 4713192 $2,046.10 18 11/01/1996 360
600054421 STRONG 4714883 $1,949.92 3 11/01/1996 360
600054422 SOTO 4731105 $1,884.77 18 11/01/1996 360
600054423 MARTIN 4844834 $2,145.27 18 11/01/1996 360
600054424 BERNARD 4864207 $1,808.64 18 11/01/1996 360
600054425 BROWN 9619914 $1,986.52 7 11/01/1996 360
600054426 EVERS 9732408 $2,277.12 18 11/01/1996 360
600054427 COLEMAN 9830357 $1,911.78 3 11/01/1996 360
600054428 BRAGDON 9956728 $2,379.88 3 11/01/1996 360
600054429 JOHN S & JUDITH A SABATI 4379176 $477.39 11/01/1996 360
600054430 RAYMOND F & PATRICIA A H 3080428 $1,944.48 11/01/1996 360
600054431 ANNE E & MICHAEL D RIPLE 5265645 $1,573.35 11/01/1996 360
600054432 JEFFERY PERLMAN 3096351 $450.76 11/01/1996 360
600054433 SHIRLEY WISE & JOSEPH L 9745067 $1,518.89 11/01/1996 360
<CAPTION>
PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # BORROWER CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
------ -------------------- ---- ----- ---- ------ ------ ------ ----- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
600054420 ALCID $259,000.00 N
600054421 STRONG $229,100.00 N
600054422 SOTO $235,980.00 N
600054423 MARTIN $310,000.00 N
600054424 BERNARD $228,900.00 N
600054425 BROWN $262,500.00 N
600054426 EVERS $282,000.00 N
600054427 COLEMAN $264,000.00 N
600054428 BRAGDON $325,000.00 N
600054429 JOHN S & JUDITH A SABATI $194,000.00 N
600054430 RAYMOND F & PATRICIA A H $765,000.00 N
600054431 ANNE E & MICHAEL D RIPLE $580,000.00 N
600054432 JEFFERY PERLMAN $140,000.00 N
600054433 SHIRLEY WISE & JOSEPH L $475,000.00 N
</TABLE>
<PAGE>
Page 24
RUN DATE: 11/19/1996 PNC MORTGAGE SECURITIES CORP.
TIME: 15:55:51 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 11/19/1996
POOL NUMBER: 1385 POOL NAME: 1996-3
<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
600054434 NIKOLA & SPMOENKA DJORDJE 2304 BLUERIDGE AVENUE MENLO PARK, CA CA 94025 $373,845.95
600054435 LOURDES ABREU 1121-23 JUANITA PLACE FORT LEE, NJ NJ 7024 $390,000.00
600054436 ALEX J FORINO 190 CALLOWHILL ROAD CHALFONT, PA PA 18914 $246,000.00
600054437 JOHN RUSSELL & MARY CATHE 4489 ANNELO CIRCLE GREENWOOD, IN IN 46142 $150,000.00
600054438 BETTIE E SHETTER 435 EAST ASPEN DRIVE PARK CITY, UT UT 84060 $122,929.24
600054439 RICHARD A & SUZANNE RICHT 218 N. WICKER DRIVE BARRINGTON, IL IL 60010 $280,000.00
600054440 RICHARD W & LORRAINE L KA 240 MOORE LN HADDONFIELD, NJ NJ 8033 $239,830.61
600054441 JEFFREY A LARSON ROUTE 3 BOX 165 OSAKIS, MN MN 56360 $69,600.00
600054442 R TOM & CAROL LEE BAKER 1045 HIGH SCHOOL ROAD NE BAINBRIDGE ISLA WA 98110 $299,822.88
600054443 KENNETH J & SANDRA M DENS 1 CYPRESS POINT WEST PENSACOLA, FL FL 32514 $254,837.40
600054444 JAMES J & COLLEEN F LOHR 33 TIMBER RIDGE DRIVE COAL VALLEY, IL IL 61240 $367,528.13
600054445 MAXEL E & FLORENCE E TOWN 3212 WINGFIELD LAKE WILLIAMSBURG, V VA 23185 $229,860.19
600054446 JOANN P DIGENNARO 11740 QUAY ROAD OAKTON, VA VA 22124 $279,838.91
600054447 LOUISE POLIS 346 E. LANCASTER AVE UNIT WYNNEWOOD, PA PA 19096 $66,465.52
<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
600054434 NIKOLA & SPMOENKA DJORDJ 8.500 .250 8.250 .0500 8.200 07/01/2026
600054435 LOURDES ABREU 8.750 .250 8.500 .0500 8.450 11/01/2026
600054436 ALEX J FORINO 8.500 .250 8.250 .0500 8.200 11/01/2021
600054437 JOHN RUSSELL & MARY CATH 8.500 .250 8.250 .0500 8.200 11/01/2026
600054438 BETTIE E SHETTER 8.750 .250 8.500 .0500 8.450 10/01/2026
600054439 RICHARD A & SUZANNE RICH 9.250 .250 9.000 .0500 8.950 11/01/2026
600054440 RICHARD W & LORRAINE L K 7.750 .250 7.500 .0500 7.450 10/01/2026
600054441 JEFFREY A LARSON 8.000 .250 7.750 .0500 7.700 11/01/2026
600054442 R TOM & CAROL LEE BAKER 8.625 .250 8.375 .0500 8.325 10/01/2026
600054443 KENNETH J & SANDRA M DEN 8.250 .250 8.000 .0500 7.950 10/01/2026
600054444 JAMES J & COLLEEN F LOHR 8.000 .250 7.750 .0500 7.700 07/01/2026
600054445 MAXEL E & FLORENCE E TOW 8.750 .250 8.500 .0500 8.450 03/01/2026
600054446 JOANN P DIGENNARO 8.750 .250 8.500 .0500 8.450 10/01/2026
600054447 LOUISE POLIS 9.250 .250 9.000 .0500 8.950 10/01/2026
<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
------ -------------------- --------------- --------- -- -------- ----
<S> <C> <C> <C> <C> <C> <C>
600054434 NIKOLA & SPMOENKA DJORDJ 5088255 $2,883.43 11/01/1996 360
600054435 LOURDES ABREU 4843250 $3,068.13 11/01/1996 360
600054436 ALEX J FORINO 4917433 $1,980.86 11/01/1996 300
600054437 JOHN RUSSELL & MARY CATH 5265638 $1,153.37 11/01/1996 360
600054438 BETTIE E SHETTER 4824356 $967.64 11/01/1996 360
600054439 RICHARD A & SUZANNE RICH 4868490 $2,303.49 11/01/1996 360
600054440 RICHARD W & LORRAINE L K 3081422 $1,719.39 11/01/1996 360
600054441 JEFFREY A LARSON 5083188 $510.70 11/01/1996 360
600054442 R TOM & CAROL LEE BAKER 5059899 $2,333.37 11/01/1996 360
600054443 KENNETH J & SANDRA M DEN 8516964 $1,915.73 11/01/1996 360
600054444 JAMES J & COLLEEN F LOHR 5087832 $2,704.66 11/01/1996 360
600054445 MAXEL E & FLORENCE E TOW 3035043 $1,816.89 11/01/1996 360
600054446 JOANN P DIGENNARO 3063836 $2,202.76 11/01/1996 360
600054447 LOUISE POLIS 3078186 $547.08 11/01/1996 360
<CAPTION>
PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # BORROWER CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
------ -------------------- ---- ----- ---- ------ ------ ------ ----- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
600054434 NIKOLA & SPMOENKA DJORDJ $679,000.00 N
600054435 LOURDES ABREU $679,000.00 N
600054436 ALEX J FORINO $410,000.00 N
600054437 JOHN RUSSELL & MARY CATH $247,850.00 N
600054438 BETTIE E SHETTER $198,000.00 N
600054439 RICHARD A & SUZANNE RICH $450,000.00 N
600054440 RICHARD W & LORRAINE L K $380,000.00 N
600054441 JEFFREY A LARSON $110,000.00 N
600054442 R TOM & CAROL LEE BAKER $458,000.00 N
600054443 KENNETH J & SANDRA M DEN $375,000.00 N
600054444 JAMES J & COLLEEN F LOHR $540,000.00 N
600054445 MAXEL E & FLORENCE E TOW $330,000.00 N
600054446 JOANN P DIGENNARO $400,000.00 N
600054447 LOUISE POLIS $95,000.00 N
</TABLE>
<PAGE>
Page 25
RUN DATE: 11/19/1996 PNC MORTGAGE SECURITIES CORP.
TIME: 15:55:51 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 11/19/1996
POOL NUMBER: 1385 POOL NAME: 1996-3
<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
600054448 GISELE ROUNTZOUNIS 10290 S.E. BANYAN WAY TEQUESTA, FL FL 33469 $235,000.00
600054449 JAMES WARREN & JANE LISAB 88 WEST STATE AVENUE PHOENIX, AZ AZ 85021 $239,000.00
600054450 LOUIS P & EFFIE M KIVI 100 BARTON DRIVE NORTH ANN ARBOR, MI MI 48105 $429,758.93
600054451 DAVID W JONES 2147 JORDAN PL BOULDER, CO CO 80304 $256,071.75
600054452 PATRICK V & KATHLYN M WAR 1420 KELLOGG AVENUE ANACORTES, WA WA 98221 $242,250.00
600054453 WARREN R & KATHY C JONES 2833 SUN MEADOW DRIVE FLOWER MOUND, T TX 75028 $263,531.85
600054454 SALVATORE & KELLY RIGNOLA 55 FLAGG PLACE STATEN ISLAND, NY 10304 $399,781.50
600054455 DALE D & MARY P JOHNSON 917 SCENIC DRIVE SHOREVIEW, MN MN 55126 $249,848.55
600054456 HELDER F & MARIA G ANTUNE 2720 CANTOR DR. MORGAN HILL, CA CA 95037 $319,806.15
600054457 THOMAS W & MONIQUE P HUNN 103 CREEKVIEW LANE HAMPTON, VA VA 23669 $231,851.69
600054458 DON & JEAN GILKISON 2428 QUEEN ESTHER DRIVE PARK CITY, UT UT 84060 $399,769.87
600054459 J. STEVEN CARROTHERS 2525 E. KENTUCKY AVE. DENVER, CO CO 80209 $384,000.00
600054460 BARRY ALAN SULLIVAN 2483 AHA AINA PLACE HONOLULU, HI HI 96821 $400,000.00
600054461 JOHN B & BARBARA S TSCHAM 17 REV. THOMAS HOOKER ROA WESTBOROUGH, MA MA 1581 $226,063.71
<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
600054448 GISELE ROUNTZOUNIS 9.000 .250 8.750 .0500 8.700 11/01/2026
600054449 JAMES WARREN & JANE LISA 8.375 .250 8.125 .0500 8.075 11/01/2026
600054450 LOUIS P & EFFIE M KIVI 8.875 .250 8.625 .0500 8.575 10/01/2026
600054451 DAVID W JONES 8.250 .250 8.000 .0500 7.950 09/01/2026
600054452 PATRICK V & KATHLYN M WA 8.625 .250 8.375 .0500 8.325 11/01/2026
600054453 WARREN R & KATHY C JONES 8.250 .250 8.000 .0500 7.950 10/01/2026
600054454 SALVATORE & KELLY RIGNOL 9.000 .250 8.750 .0500 8.700 10/01/2026
600054455 DALE D & MARY P JOHNSON 8.500 .250 8.250 .0500 8.200 10/01/2026
600054456 HELDER F & MARIA G ANTUN 8.500 .250 8.250 .0500 8.200 10/01/2026
600054457 THOMAS W & MONIQUE P HUN 8.500 .250 8.250 .0500 8.200 03/01/2026
600054458 DON & JEAN GILKISON 8.750 .250 8.500 .0500 8.450 10/01/2026
600054459 J. STEVEN CARROTHERS 8.500 .250 8.250 .0500 8.200 11/01/2026
600054460 BARRY ALAN SULLIVAN 7.750 .250 7.500 .0500 7.450 11/01/2026
600054461 JOHN B & BARBARA S TSCHA 8.250 .250 8.000 .0500 7.950 08/01/2026
<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
------ -------------------- --------------- --------- -- -------- ----
<S> <C> <C> <C> <C> <C> <C>
600054448 GISELE ROUNTZOUNIS 5445613 $1,890.86 11/01/1996 360
600054449 JAMES WARREN & JANE LISA 4828715 $1,816.57 11/01/1996 360
600054450 LOUIS P & EFFIE M KIVI 5148665 $3,421.28 11/01/1996 360
600054451 DAVID W JONES 5150333 $1,927.00 11/01/1996 360
600054452 PATRICK V & KATHLYN M WA 5060438 $1,884.20 11/01/1996 360
600054453 WARREN R & KATHY C JONES 5202888 $1,981.09 11/01/1996 360
600054454 SALVATORE & KELLY RIGNOL 5471219 $3,218.50 11/01/1996 360
600054455 DALE D & MARY P JOHNSON 9765565 $1,922.28 11/01/1996 360
600054456 HELDER F & MARIA G ANTUN 4754005 $2,460.52 11/01/1996 360
600054457 THOMAS W & MONIQUE P HUN 3041043 $1,791.64 11/01/1996 353
600054458 DON & JEAN GILKISON 5195456 $3,146.80 11/01/1996 360
600054459 J. STEVEN CARROTHERS 4910427 $2,952.63 11/01/1996 360
600054460 BARRY ALAN SULLIVAN 3120445 $2,865.65 11/01/1996 360
600054461 JOHN B & BARBARA S TSCHA 5088282 $1,701.62 11/01/1996 360
<CAPTION>
PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # BORROWER CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
------ -------------------- ---- ----- ---- ------ ------ ------ ----- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
600054448 GISELE ROUNTZOUNIS $335,000.00 N
600054449 JAMES WARREN & JANE LISA $340,000.00 N
600054450 LOUIS P & EFFIE M KIVI $590,000.00 N
600054451 DAVID W JONES $346,500.00 N
600054452 PATRICK V & KATHLYN M WA $324,000.00 N
600054453 WARREN R & KATHY C JONES $351,600.00 N
600054454 SALVATORE & KELLY RIGNOL $525,000.00 N
600054455 DALE D & MARY P JOHNSON $325,000.00 N
600054456 HELDER F & MARIA G ANTUN $408,000.00 N
600054457 THOMAS W & MONIQUE P HUN $295,000.00 N
600054458 DON & JEAN GILKISON $506,000.00 N
600054459 J. STEVEN CARROTHERS $485,000.00 N
600054460 BARRY ALAN SULLIVAN $505,000.00 N
600054461 JOHN B & BARBARA S TSCHA $285,000.00 N
</TABLE>
<PAGE>
Page 26
RUN DATE: 11/19/1996 PNC MORTGAGE SECURITIES CORP.
TIME: 15:55:51 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 11/19/1996
POOL NUMBER: 1385 POOL NAME: 1996-3
<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
600054462 SIMON T & LINDA CHU 6 LAKESHORE DRIVE MONTVILLE, NJ NJ 7045 $277,000.00
600054463 MI RAN LIM 47174 CHAMBLISS COURT STERLING, VA VA 20165 $266,740.00
600054464 LOUIS O & GAYE K JOYNER 4221 OLD LEEDS RD BIRMINGHAM, AL AL 35213 $318,806.75
600054465 STEVEN D LESSER 4 ARBOR COURT MANALAPAN, NJ NJ 7726 $240,400.00
600054466 CONRAD ANTHONY & SHELIA R 1129 CAPITOL DRIVE #28 SAN PEDRO, CA CA 90731 $220,509.24
600054467 JOSEPH E & JULIE L MORRIS 8151 EAST 156TH COURT THORNTON, CO CO 80601 $228,450.00
600054468 JAMES A & SUSAN METTE,JR 4N630 WESTCOT LANE WEST CHICAGO, I IL 60185 $235,760.00
600054469 KARL J. & CINDY A. KASPRZ 600 EAST LINDA LANE GILBERT, AZ AZ 85234 $251,858.72
600054470 RONALD A & ELIZABETH B WE 374 BAIRD ROAD MERION STATION, PA 19066 $414,685.14
600054471 NAZIH & RAGHIDA NOWYHED 41550 NONPAREIL DRIVE PALMDALE, CA CA 93551 $232,000.00
600054472 STUART S & EDITHA F SMITH 10522 TYLER TERRACE POTOMAC, MD MD 20854 $287,825.53
600054473 CHAD R & HEIDI L LEE 1867 WOODHAVEN DRIVE HENDERSON, NV NV 89014 $447,735.50
600054474 J MITCHELL & DIANE M RADE 276 WHITE HAVEN COURT NOBLESVILLE, IN IN 46060 $260,633.69
600054475 ROBIN GIBBS 1116 CALLE VENEZIA SAN CLEMENTE, C CA 92672 $252,000.00
<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
600054462 SIMON T & LINDA CHU 8.500 .250 8.250 .0500 8.200 11/01/2026
600054463 MI RAN LIM 8.500 .250 8.250 .0500 8.200 11/01/2026
600054464 LOUIS O & GAYE K JOYNER 8.500 .250 8.250 .0500 8.200 10/01/2026
600054465 STEVEN D LESSER 8.750 .250 8.500 .0500 8.450 11/01/2026
600054466 CONRAD ANTHONY & SHELIA 8.250 .250 8.000 .0500 7.950 10/01/2026
600054467 JOSEPH E & JULIE L MORRI 8.375 .250 8.125 .0500 8.075 11/01/2026
600054468 JAMES A & SUSAN METTE,JR 8.000 .250 7.750 .0500 7.700 11/01/2026
600054469 KARL J. & CINDY A. KASPR 8.875 .250 8.625 .0500 8.575 10/01/2026
600054470 RONALD A & ELIZABETH B W 8.875 .250 8.625 .0500 8.575 10/01/2026
600054471 NAZIH & RAGHIDA NOWYHED 8.875 .250 8.625 .0500 8.575 11/01/2026
600054472 STUART S & EDITHA F SMIT 8.500 .250 8.250 .0500 8.200 10/01/2026
600054473 CHAD R & HEIDI L LEE 8.625 .250 8.375 .0500 8.325 10/01/2026
600054474 J MITCHELL & DIANE M RAD 8.250 .250 8.000 .0500 7.950 10/01/2026
600054475 ROBIN GIBBS 8.500 .250 8.250 .0500 8.200 11/01/2026
<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
------ -------------------- --------------- --------- -- -------- ----
<S> <C> <C> <C> <C> <C> <C>
600054462 SIMON T & LINDA CHU 9665406 $2,129.89 11/01/1996 360
600054463 MI RAN LIM 5061941 $2,051.00 11/01/1996 360
600054464 LOUIS O & GAYE K JOYNER 4920788 $2,452.83 11/01/1996 360
600054465 STEVEN D LESSER 1720494 $1,891.23 11/01/1996 360
600054466 CONRAD ANTHONY & SHELIA 4873853 $1,658.42 11/01/1996 360
600054467 JOSEPH E & JULIE L MORRI 3008169 $1,736.39 11/01/1996 360
600054468 JAMES A & SUSAN METTE,JR 2457008 $1,729.92 11/01/1996 360
600054469 KARL J. & CINDY A. KASPR 3056098 $2,005.03 11/01/1996 360
600054470 RONALD A & ELIZABETH B W 3091563 $3,309.89 11/01/1996 360
600054471 NAZIH & RAGHIDA NOWYHED 4375990 $1,845.90 11/01/1996 360
600054472 STUART S & EDITHA F SMIT 4571169 $2,214.47 11/01/1996 360
600054473 CHAD R & HEIDI L LEE 4574293 $3,484.50 11/01/1996 360
600054474 J MITCHELL & DIANE M RAD 4706741 $1,959.31 11/01/1996 360
600054475 ROBIN GIBBS 4850102 $1,937.66 11/01/1996 360
<CAPTION>
PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # BORROWER CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
------ -------------------- ---- ----- ---- ------ ------ ------ ----- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
600054462 SIMON T & LINDA CHU $347,000.00 N
600054463 MI RAN LIM $334,000.00 N
600054464 LOUIS O & GAYE K JOYNER $399,000.00 N
600054465 STEVEN D LESSER $300,585.00 N
600054466 CONRAD ANTHONY & SHELIA $275,990.00 N
600054467 JOSEPH E & JULIE L MORRI $285,610.00 N
600054468 JAMES A & SUSAN METTE,JR $294,700.00 N
600054469 KARL J. & CINDY A. KASPR $315,000.00 N
600054470 RONALD A & ELIZABETH B W $520,000.00 N
600054471 NAZIH & RAGHIDA NOWYHED $290,000.00 N
600054472 STUART S & EDITHA F SMIT $360,000.00 N
600054473 CHAD R & HEIDI L LEE $560,000.00 N
600054474 J MITCHELL & DIANE M RAD $326,000.00 N
600054475 ROBIN GIBBS $315,000.00 N
</TABLE>
<PAGE>
Page 27
RUN DATE: 11/19/1996 PNC MORTGAGE SECURITIES CORP.
TIME: 15:55:51 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 11/19/1996
POOL NUMBER: 1385 POOL NAME: 1996-3
<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
600054476 MARK C & KIRSTEN PONTAREL 2142 ELLEN AVENUE SAN JOSE, CA CA 95125 $247,713.58
600054477 BRUCE LEE BLAKE 23909 PARADISE LAKE ROAD WOODINVILLE, WA WA 98290 $285,484.63
600054478 TERRENCE A & SHARON S RIC 14 GREYSTONE LANE, LOT 19 HOPKINTON, MA MA 1748 $279,641.67
600054479 STEPHEN T & KATHRYN C THO 100 BEDFORD PLACE CHARLOTTESVILLE VA 22901 $427,408.97
600054480 GARY L & SUSIE M INOUYE 1144 WILLOW GLEN WAY SAN JOSE, CA CA 95125 $247,200.00
600054481 MATTHEW T & KATHRINE L MA 7570 CHERRY HILL ROAD YPSILANTI, MI MI 48198 $379,781.36
600054482 GUADALUPE & ASCENSION ZUN 8480 VIA SIERRA RAMAL AVE WHITTIER, CA CA 90605 $280,000.00
600054483 PETE & BETTY L REESER 401 HOLLOWDALE EDMOND, OK OK 73003 $296,000.00
600054484 ROBERT J CHEVALIER & JAN 850 GOLF VIEW ROAD MOORESTOWN, NJ NJ 8052 $344,990.88
600054485 HALLIE B & CYNTHIA H DAVI 12320 BLUFF SHORE DRIVE KNOXVILLE, TN TN 37922 $228,846.35
600054486 NEAL A HAGLEY 330 EMERALD LAKE DRIVE FAYETTEVILLE, G GA 30215 $262,436.93
600054487 DONALD F & JULIA GOODRICH 15 OLD LONG RIDGE ROAD STAMFORD, CT CT 6903 $363,179.78
600054488 WESLEY M & CHERYL B MARTI 5016 EAGLE CREST ROAD BIRMINGHAM, AL AL 35242 $241,864.33
600054489 DONALD A & ANNA ELMAJIAN 3808 CREEK BANK ROAD EDMOND, OK OK 73034 $291,150.00
<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
600054476 MARK C & KIRSTEN PONTARE 8.750 .250 8.500 .0500 8.450 09/01/2026
600054477 BRUCE LEE BLAKE 8.750 .250 8.500 .0500 8.450 08/01/2026
600054478 TERRENCE A & SHARON S RI 8.250 .250 8.000 .0500 7.950 09/01/2026
600054479 STEPHEN T & KATHRYN C TH 7.875 .250 7.625 .0500 7.575 09/01/2026
600054480 GARY L & SUSIE M INOUYE 8.750 .250 8.500 .0500 8.450 11/01/2026
600054481 MATTHEW T & KATHRINE L M 8.750 .250 8.500 .0500 8.450 10/01/2026
600054482 GUADALUPE & ASCENSION ZU 8.750 .250 8.500 .0500 8.450 11/01/2026
600054483 PETE & BETTY L REESER 8.500 .250 8.250 .0500 8.200 11/01/2026
600054484 ROBERT J CHEVALIER & JAN 8.500 .250 8.250 .0500 8.200 10/01/2026
600054485 HALLIE B & CYNTHIA H DAV 8.000 .250 7.750 .0500 7.700 10/01/2026
600054486 NEAL A HAGLEY 7.625 .250 7.375 .0500 7.325 03/01/2026
600054487 DONALD F & JULIA GOODRIC 8.500 .250 8.250 .0500 8.200 10/01/2026
600054488 WESLEY M & CHERYL B MART 8.875 .875 8.000 .0500 7.950 10/01/2026
600054489 DONALD A & ANNA ELMAJIAN 8.625 .250 8.375 .0500 8.325 11/01/2026
<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
------ -------------------- --------------- --------- -- -------- ----
<S> <C> <C> <C> <C> <C> <C>
600054476 MARK C & KIRSTEN PONTARE 5087785 $1,951.02 11/01/1996 360
600054477 BRUCE LEE BLAKE 5087915 $2,265.70 11/01/1996 360
600054478 TERRENCE A & SHARON S RI 5088199 $2,103.55 11/01/1996 360
600054479 STEPHEN T & KATHRYN C TH 5088337 $3,103.30 11/01/1996 360
600054480 GARY L & SUSIE M INOUYE 5114936 $1,944.72 11/01/1996 360
600054481 MATTHEW T & KATHRINE L M 5171398 $2,989.47 11/01/1996 360
600054482 GUADALUPE & ASCENSION ZU 5182302 $2,202.76 11/01/1996 360
600054483 PETE & BETTY L REESER 7420602 $2,275.98 11/01/1996 360
600054484 ROBERT J CHEVALIER & JAN 3112919 $2,654.29 11/01/1996 360
600054485 HALLIE B & CYNTHIA H DAV 5022535 $1,680.32 12 11/01/1996 360
600054486 NEAL A HAGLEY 3108152 $1,868.58 18 11/01/1996 360
600054487 DONALD F & JULIA GOODRIC 3084439 $2,795.01 18 11/01/1996 360
600054488 WESLEY M & CHERYL B MART 5414702 $1,925.46 7 11/01/1996 360
600054489 DONALD A & ANNA ELMAJIAN 1358229 $2,264.53 3 11/01/1996 360
<CAPTION>
PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # BORROWER CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
------ -------------------- ---- ----- ---- ------ ------ ------ ----- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
600054476 MARK C & KIRSTEN PONTARE $310,000.00 N
600054477 BRUCE LEE BLAKE $360,000.00 N
600054478 TERRENCE A & SHARON S RI $350,000.00 N
600054479 STEPHEN T & KATHRYN C TH $535,000.00 N
600054480 GARY L & SUSIE M INOUYE $309,000.00 N
600054481 MATTHEW T & KATHRINE L M $475,000.00 N
600054482 GUADALUPE & ASCENSION ZU $350,000.00 N
600054483 PETE & BETTY L REESER $370,000.00 N
600054484 ROBERT J CHEVALIER & JAN $431,500.00 N
600054485 HALLIE B & CYNTHIA H DAV $270,000.00 N
600054486 NEAL A HAGLEY $300,000.00 N
600054487 DONALD F & JULIA GOODRIC $405,400.00 N
600054488 WESLEY M & CHERYL B MART $269,000.00 N
600054489 DONALD A & ANNA ELMAJIAN $323,500.00 N
</TABLE>
<PAGE>
Page 28
RUN DATE: 11/19/1996 PNC MORTGAGE SECURITIES CORP.
TIME: 15:55:51 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 11/19/1996
POOL NUMBER: 1385 POOL NAME: 1996-3
<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
600054490 KENNETH S & SONIA L YUDEL 85 CANDLEWOOD ROAD SCARSDALE, NY NY 10583 $251,155.42
600054491 JAMES R & PIA M EYMAN 16002 BROOKFOREST DRIVE HOUSTON, TX TX 77062 $262,800.00
600054492 JAVAD AVESTA SEYYEDI 125 A OXFORD STREET CAMBRIDGE, MA MA 2140 $269,325.00
600054493 PAUL A GOSSELIN & PAMELA 2748 FINLEY TUSTIN, CA CA 92680 $256,373.83
600054494 MICHAEL PATRICK PFLUEGER 98-1791 PIKI STREET AIEA, HI HI 96701 $378,000.00
600054495 MARK S & CANDICE R PING 11006 WRIGHTWOOD PLACE LOS ANGELES, CA CA 91604 $346,320.37
600054496 JAMES THOMAS BOGNER 3301 HIDEAWAY LANE FULLERTON, CA CA 92635 $283,500.00
600054497 WILLIAM L & BEVERLY A FIL 2925 WEST BORDER LINKS RO VISALIA, CA CA 93291 $247,361.25
600054499 HARRY & JUDITH MCNEILL 26312 MARSALA DRIVE (VALENCIA AREA) CA 91355 $260,849.84
600054500 KARLA KIRTLAND & KEITH AN 4775 RHAPSODY DRIVE AGOURA HILLS, C CA 91301 $239,740.53
600054501 JUNE KIM 5136 RAMSDELL AVENUE LA CRESCENTA, C CA 91214 $247,000.00
600054502 JATINDER S BAKSHI 12 TOWNSEND LN HICKSVILLE, NY NY 11801 $259,200.78
600054503 A GARDNER & KATHRYN K WAD 409 AVENIDA CRESPI SAN CLEMENTE, C CA 92672 $251,750.00
600054708 PATEL PRAFUL 12 ALEXIS LANE EDISON NJ 08820 $216,858.05
<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
600054490 KENNETH S & SONIA L YUDE 8.750 .250 8.500 .0500 8.450 10/01/2026
600054491 JAMES R & PIA M EYMAN 8.125 .250 7.875 .0500 7.825 11/01/2026
600054492 JAVAD AVESTA SEYYEDI 8.500 .250 8.250 .0500 8.200 11/01/2026
600054493 PAUL A GOSSELIN & PAMELA 9.500 .250 9.250 .0500 9.200 10/01/2026
600054494 MICHAEL PATRICK PFLUEGER 8.250 .250 8.000 .0500 7.950 11/01/2026
600054495 MARK S & CANDICE R PING 9.250 .875 8.375 .0500 8.325 10/01/2026
600054496 JAMES THOMAS BOGNER 8.625 .875 7.750 .0500 7.700 11/01/2026
600054497 WILLIAM L & BEVERLY A FI 8.875 .250 8.625 .0500 8.575 10/01/2026
600054499 HARRY & JUDITH MCNEILL 8.750 .250 8.500 .0500 8.450 10/01/2026
600054500 KARLA KIRTLAND & KEITH A 8.875 .250 8.625 .0500 8.575 10/01/2026
600054501 JUNE KIM 8.125 .250 7.875 .0500 7.825 11/01/2026
600054502 JATINDER S BAKSHI 8.750 .250 8.500 .0500 8.450 10/01/2026
600054503 A GARDNER & KATHRYN K WA 8.625 .250 8.375 .0500 8.325 11/01/2026
600054708 PATEL PRAFUL 8.125 .250 7.875 .0400 7.835 10/01/2026
<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
------ -------------------- --------------- --------- -- -------- ----
<S> <C> <C> <C> <C> <C> <C>
600054490 KENNETH S & SONIA L YUDE 1911232 $1,976.98 18 11/01/1996 360
600054491 JAMES R & PIA M EYMAN 5209656 $1,951.28 18 11/01/1996 360
600054492 JAVAD AVESTA SEYYEDI 5268005 $2,070.88 18 11/01/1996 360
600054493 PAUL A GOSSELIN & PAMELA 5348063 $2,156.80 18 11/01/1996 360
600054494 MICHAEL PATRICK PFLUEGER 5357938 $2,839.79 18 11/01/1996 360
600054495 MARK S & CANDICE R PING 1314270 $2,850.57 12 11/01/1996 360
600054496 JAMES THOMAS BOGNER 2848790 $2,205.03 12 11/01/1996 360
600054497 WILLIAM L & BEVERLY A FI 4915576 $1,969.22 18 11/01/1996 360
600054499 HARRY & JUDITH MCNEILL 5109629 $2,053.29 18 11/01/1996 360
600054500 KARLA KIRTLAND & KEITH A 3095459 $1,908.55 18 11/01/1996 360
600054501 JUNE KIM 4581918 $1,833.97 3 11/01/1996 360
600054502 JATINDER S BAKSHI 5361923 $2,040.31 12 11/01/1996 360
600054503 A GARDNER & KATHRYN K WA 5408601 $1,958.09 3 11/01/1996 360
600054708 PATEL PRAFUL 1101199294 $1,611.22 11/01/1996 360
<CAPTION>
PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # BORROWER CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
------ -------------------- ---- ----- ---- ------ ------ ------ ----- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
600054490 KENNETH S & SONIA L YUDE $279,230.00 N
600054491 JAMES R & PIA M EYMAN $292,000.00 N
600054492 JAVAD AVESTA SEYYEDI $299,250.00 N
600054493 PAUL A GOSSELIN & PAMELA $285,000.00 N
600054494 MICHAEL PATRICK PFLUEGER $420,000.00 N
600054495 MARK S & CANDICE R PING $385,000.00 N
600054496 JAMES THOMAS BOGNER $315,000.00 N
600054497 WILLIAM L & BEVERLY A FI $275,000.00 N
600054499 HARRY & JUDITH MCNEILL $275,000.00 N
600054500 KARLA KIRTLAND & KEITH A $252,500.00 N
600054501 JUNE KIM $260,000.00 N
600054502 JATINDER S BAKSHI $273,000.00 N
600054503 A GARDNER & KATHRYN K WA $265,000.00 N
600054708 PATEL PRAFUL $297,000.00 N
</TABLE>
<PAGE>
Page 29
RUN DATE: 11/19/1996 PNC MORTGAGE SECURITIES CORP.
TIME: 15:55:51 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 11/19/1996
POOL NUMBER: 1385 POOL NAME: 1996-3
<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
600054709 CHUA NAN SING 1 LIBBY COURT EDISON NJ 08820 $150,000.00
600054710 GATTO WILLIAM E 40 ALSTON COURT RED BANK NJ 07701 $207,883.39
600054711 MACDONNELL SR PAUL 5 CLUB WAY EASTCHESTER NY 10707 $250,936.57
600054712 WILLIAMS PHILIP D 300 WEST 23RD STREET NEW YORK NY 10011 $44,976.66
600054714 PARRETTE JOHN D 22 HAMPTON PLACE CORNWALL NY 12518 $163,868.77
600054715 MURPHY LLOYD M 200 RECTOR PLACE 23A NEW YORK NY 10280 $547,859.19
600054716 MARINO CARMEN 225 WEST 83RD STREET NEW YORK NY 10024 $648,053.40
600054717 COLLINS MICHAEL 44 TRANQUILITY ROAD SUFFERN NY 10901 $399,549.84
600054718 BOYLE ANN L 95 VAN DAM STREET AVENU NEW YORK NY 10013 $219,526.31
600054719 MILLIARESSIS DEMETRIOS 83 MOHAWK AVENUE NORWOOD NJ 07648 $318,223.73
600054720 PARK YOUNG OH 5700 ARLINGTON AVENUE BRONX NY 10471 $59,470.73
600054721 SCHLOSBERG RICHARD 574 FARRAGUT PARKWAY TOWN OF GREENBU NY 10706 $198,438.33
600054722 AARON SCHLOMO 21 KODIAK DRIVE WOODBURY NY 11797 $315,802.35
600054723 LEVENTHAL LINDA 2140 SECOND AVENUE MERRICK NY 11566 $161,899.30
<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
600054709 CHUA NAN SING 8.750 .250 8.500 .0400 8.460 11/01/2026
600054710 GATTO WILLIAM E 8.875 .250 8.625 .0400 8.585 10/01/2026
600054711 MACDONNELL SR PAUL 8.375 .250 8.125 .0400 8.085 09/01/2026
600054712 WILLIAMS PHILIP D 9.250 .250 9.000 .0400 8.960 10/01/2026
600054714 PARRETTE JOHN D 8.875 .250 8.625 .0400 8.585 07/01/2026
600054715 MURPHY LLOYD M 8.250 .250 8.000 .0400 7.960 05/01/2026
600054716 MARINO CARMEN 8.625 .250 8.375 .0400 8.335 06/01/2026
600054717 COLLINS MICHAEL 8.875 .250 8.625 .0400 8.585 09/01/2026
600054718 BOYLE ANN L 9.125 .250 8.875 .0400 8.835 07/01/2026
600054719 MILLIARESSIS DEMETRIOS 9.000 .250 8.750 .0400 8.710 08/01/2026
600054720 PARK YOUNG OH 9.500 .250 9.250 .0400 9.210 10/01/2026
600054721 SCHLOSBERG RICHARD 8.875 .250 8.625 .0400 8.585 10/01/2026
600054722 AARON SCHLOMO 8.375 .250 8.125 .0400 8.085 10/01/2026
600054723 LEVENTHAL LINDA 8.375 .250 8.125 .0400 8.085 10/01/2026
<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
------ -------------------- --------------- --------- -- -------- ----
<S> <C> <C> <C> <C> <C> <C>
600054709 CHUA NAN SING 1101200509 $1,180.05 11/01/1996 360
600054710 GATTO WILLIAM E 1101201240 $1,654.94 11/01/1996 360
600054711 MACDONNELL SR PAUL 1106003593 $1,909.69 11/01/1996 360
600054712 WILLIAMS PHILIP D 1106021085 $370.21 11/01/1996 360
600054714 PARRETTE JOHN D 1111037255 $1,312.82 11/01/1996 360
600054715 MURPHY LLOYD M 1111040828 $4,131.97 11/01/1996 360
600054716 MARINO CARMEN 1111044400 $5,055.64 11/01/1996 360
600054717 COLLINS MICHAEL 1111048637 $3,182.58 11/01/1996 360
600054718 BOYLE ANN L 1111049957 $1,790.00 11/01/1996 360
600054719 MILLIARESSIS DEMETRIOS 1111054550 $2,564.74 11/01/1996 360
600054720 PARK YOUNG OH 1111055111 $500.31 11/01/1996 360
600054721 SCHLOSBERG RICHARD 1111061340 $1,580.95 11/01/1996 360
600054722 AARON SCHLOMO 1111063007 $2,417.03 11/01/1996 360
600054723 LEVENTHAL LINDA 1111063244 $1,231.32 11/01/1996 360
<CAPTION>
PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # BORROWER CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
------ -------------------- ---- ----- ---- ------ ------ ------ ----- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
600054709 CHUA NAN SING $314,000.00 N
600054710 GATTO WILLIAM E $693,000.00 N
600054711 MACDONNELL SR PAUL $335,000.00 N
600054712 WILLIAMS PHILIP D $157,000.00 N
600054714 PARRETTE JOHN D $230,000.00 N
600054715 MURPHY LLOYD M $700,000.00 N
600054716 MARINO CARMEN $840,000.00 N
600054717 COLLINS MICHAEL $625,000.00 N
600054718 BOYLE ANN L $410,000.00 N
600054719 MILLIARESSIS DEMETRIOS $425,000.00 N
600054720 PARK YOUNG OH $85,000.00 N
600054721 SCHLOSBERG RICHARD $265,000.00 N
600054722 AARON SCHLOMO $493,500.00 N
600054723 LEVENTHAL LINDA $216,000.00 N
</TABLE>
<PAGE>
Page 30
RUN DATE: 11/19/1996 PNC MORTGAGE SECURITIES CORP.
TIME: 15:55:51 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 11/19/1996
POOL NUMBER: 1385 POOL NAME: 1996-3
<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
600054724 WARBURTON LESLIE 1939 E HEATHER CIRCLE BREA CA 92621 $235,477.86
600054725 SWEARINGEN R MICHAEL 30 MAPLE AVENUE MADISON NJ 07940 $331,277.57
600054726 SCHROM MICHAEL 700 WALDENS POND ROAD GUIDLERLAND NY 12084 $366,115.62
600054727 GIBBONS FRANCIS KELLY 116 LAKEVIEW AVENUE ROCKVILLE CENTR NY 11570 $247,690.63
600054728 DALLARA CHARLES ALLEN 203 HARVEST LANE BROOMALL PA 19008 $281,042.36
600054729 NEKORANIK MICHAEL G 3450 SCHOOL ROAD KINTNERSVILLE PA 18930 $246,868.56
600054730 FAUGHT DONALD W 4 MCMULLAN FARM LANE WEST CHESTER PA 19382 $531,301.63
600054731 CRANE STEVEN L 9162 OLD STAGE ROAD AGUA DULCE CA 91350 $243,223.57
600054732 HUGHES CHARLOTTE FREEA 10670 ROCHESTER AVENUE LOS ANGELES CA 90024 $443,598.75
600054733 CIRKUS ARTHUR A 14434 LAUREL TRAIL WEST PALM BEACH FL 33414 $163,021.87
600054734 BROWN RORY A 13345 ROLLING GREEN ROA NORTH PALM BEAC FL 33408 $639,676.80
600054735 SEWELL CATHY D 5318 TIDWELL HOLLOW ROA NASHVILLE TN 37218 $99,581.84
600054736 BEAMS JEFFREY T 18113 REGENTS SQUARE DR TAMPA FL 33647 $223,827.68
600054737 BAKER JR JOHN 2801 SPRINGBUD COURT LOUISVILLE KY 40220 $111,937.21
<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
600054724 WARBURTON LESLIE 9.250 .250 9.000 .0400 8.960 10/01/2026
600054725 SWEARINGEN R MICHAEL 8.000 .250 7.750 .0400 7.710 10/01/2026
600054726 SCHROM MICHAEL 8.625 .250 8.375 .0400 8.335 09/01/2026
600054727 GIBBONS FRANCIS KELLY 8.375 .250 8.125 .0400 8.085 09/01/2026
600054728 DALLARA CHARLES ALLEN 8.875 .250 8.625 .0400 8.585 10/01/2026
600054729 NEKORANIK MICHAEL G 9.125 .250 8.875 .0400 8.835 10/01/2026
600054730 FAUGHT DONALD W 8.125 .250 7.875 .0400 7.835 09/01/2026
600054731 CRANE STEVEN L 8.875 .250 8.625 .0400 8.585 10/01/2026
600054732 HUGHES CHARLOTTE FREEA 8.375 .250 8.125 .0400 8.085 10/01/2026
600054733 CIRKUS ARTHUR A 9.625 .250 9.375 .0400 9.335 10/01/2026
600054734 BROWN RORY A 9.375 .250 9.125 .0400 9.085 10/01/2026
600054735 SEWELL CATHY D 8.625 .250 8.375 .0400 8.335 09/01/2026
600054736 BEAMS JEFFREY T 9.000 .250 8.750 .0400 8.710 10/01/2026
600054737 BAKER JR JOHN 8.875 .250 8.625 .0400 8.585 10/01/2026
<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
------ -------------------- --------------- --------- -- -------- ----
<S> <C> <C> <C> <C> <C> <C>
600054724 WARBURTON LESLIE 1114001458 $1,938.22 11/01/1996 360
600054725 SWEARINGEN R MICHAEL 1114003690 $2,432.43 1 11/01/1996 360
600054726 SCHROM MICHAEL 1115000337 $2,850.99 18 11/01/1996 360
600054727 GIBBONS FRANCIS KELLY 1115000483 $1,884.98 11/01/1996 360
600054728 DALLARA CHARLES ALLEN 1171157641 $2,237.35 11/01/1996 360
600054729 NEKORANIK MICHAEL G 1175035737 $2,009.67 2 11/01/1996 360
600054730 FAUGHT DONALD W 1181077797 $3,950.09 11/01/1996 360
600054731 CRANE STEVEN L 1230001520 $1,936.28 11/01/1996 360
600054732 HUGHES CHARLOTTE FREEA 1230002453 $3,374.72 11/01/1996 360
600054733 CIRKUS ARTHUR A 1301117170 $1,386.33 11/01/1996 360
600054734 BROWN RORY A 1303015680 $5,323.20 11/01/1996 360
600054735 SEWELL CATHY D 1341023297 $775.46 11/01/1996 360
600054736 BEAMS JEFFREY T 1361069701 $1,801.95 2 11/01/1996 360
600054737 BAKER JR JOHN 1449000560 $891.12 11/01/1996 360
<CAPTION>
PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # BORROWER CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
------ -------------------- ---- ----- ---- ------ ------ ------ ----- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
600054724 WARBURTON LESLIE $335,000.00 N
600054725 SWEARINGEN R MICHAEL $390,000.00 N
600054726 SCHROM MICHAEL $422,155.00 N
600054727 GIBBONS FRANCIS KELLY $310,000.00 N
600054728 DALLARA CHARLES ALLEN $351,500.00 N
600054729 NEKORANIK MICHAEL G $260,000.00 N
600054730 FAUGHT DONALD W $665,000.00 N
600054731 CRANE STEVEN L $304,200.00 N
600054732 HUGHES CHARLOTTE FREEA $555,000.00 N
600054733 CIRKUS ARTHUR A $233,000.00 N
600054734 BROWN RORY A $800,000.00 N
600054735 SEWELL CATHY D $133,000.00 N
600054736 BEAMS JEFFREY T $235,760.00 N
600054737 BAKER JR JOHN $140,000.00 N
</TABLE>
<PAGE>
Page 31
RUN DATE: 11/19/1996 PNC MORTGAGE SECURITIES CORP.
TIME: 15:55:51 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 11/19/1996
POOL NUMBER: 1385 POOL NAME: 1996-3
<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
600054738 PHETEPLACE DAVID W 1412 HADLEIGH PLACE LOUISVILLE KY 40222 $303,806.15
600054739 MOORE PATRICK TIMOTHY 1600 E LAYTON DRIVE CHERRY HILLS VI CO 80110 $825,548.98
600054740 MOORE RONALD E 2839 BEN LOMOND DRIVE SANTA BARBARA CA 93105 $237,863.07
600054741 AINSWORTH JAMES W 1441 EWING AVENUE ARROYO GRANDE CA 93420 $276,694.80
600054742 SAHADI CHRISTINE M 15742 LONGWOOD DRIVE LOS GATOS CA 95032 $431,875.04
600054743 GUSTAFSON C DAROLD 120 FREDS WAY HOLLISTER CA 95023 $99,948.15
600054744 REYNOLDS JAMES E 1507 E HOLLY STREET BOISE ID 83712 $234,258.00
600054745 NEUPERT JOHN F 4300 SW CRESTWOOD DRIVE PORTLAND OR 97225 $239,858.30
600054746 MASUDA MASAHISA 6533 FAILING STREET WEST LINN OR 97068 $338,809.39
600054747 SHAW MARC 110 SPORT HILL ROAD REDDING CT 06896 $440,171.92
600054748 GOLDSTEIN ANDREW J 121 MANNERS ROAD EAST AMWELL NJ 08551 $204,769.31
600054749 LAM YAU-WAH 65 ESTATE DRIVE UNI JERICHO NY 11753 $213,363.86
600054750 MIZRACHI JOSEPH 1580 EAST 5TH STREET BROOKLYN NY 11230 $323,823.02
600054751 OLIVER DOROTHY 4766 CARPENTER AVENUE BRONX NY 10470 $211,356.43
<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
600054738 PHETEPLACE DAVID W 8.250 .250 8.000 .0400 7.960 10/01/2026
600054739 MOORE PATRICK TIMOTHY 8.375 .250 8.125 .0400 8.085 09/01/2026
600054740 MOORE RONALD E 8.750 .250 8.500 .0400 8.460 10/01/2026
600054741 AINSWORTH JAMES W 8.875 .250 8.625 .0400 8.585 10/01/2026
600054742 SAHADI CHRISTINE M 8.125 .250 7.875 .0400 7.835 08/01/2026
600054743 GUSTAFSON C DAROLD 9.250 .250 9.000 .0400 8.960 10/01/2026
600054744 REYNOLDS JAMES E 8.500 .250 8.250 .0400 8.210 10/01/2026
600054745 NEUPERT JOHN F 8.625 .250 8.375 .0400 8.335 10/01/2026
600054746 MASUDA MASAHISA 8.875 .250 8.625 .0400 8.585 10/01/2026
600054747 SHAW MARC 8.375 .250 8.125 .0400 8.085 08/01/2026
600054748 GOLDSTEIN ANDREW J 8.875 .250 8.625 .0400 8.585 09/01/2026
600054749 LAM YAU-WAH 8.250 .250 8.000 .0400 7.960 10/01/2026
600054750 MIZRACHI JOSEPH 9.000 .250 8.750 .0400 8.710 10/01/2026
600054751 OLIVER DOROTHY 8.875 .250 8.625 .0400 8.585 10/01/2026
<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
------ -------------------- --------------- --------- -- -------- ----
<S> <C> <C> <C> <C> <C> <C>
600054738 PHETEPLACE DAVID W 1449002882 $2,283.85 11/01/1996 360
600054739 MOORE PATRICK TIMOTHY 1463000990 $6,293.40 11/01/1996 360
600054740 MOORE RONALD E 1484001323 $1,872.35 11/01/1996 360
600054741 AINSWORTH JAMES W 1485000825 $2,202.74 11/01/1996 360
600054742 SAHADI CHRISTINE M 1489001546 $3,213.01 11/01/1996 360
600054743 GUSTAFSON C DAROLD 1489002210 $822.68 11/01/1996 360
600054744 REYNOLDS JAMES E 1490004632 $1,802.33 11/01/1996 360
600054745 NEUPERT JOHN F 1493000944 $1,866.70 11/01/1996 360
600054746 MASUDA MASAHISA 1493001867 $2,705.19 11/01/1996 360
600054747 SHAW MARC 1500207066 $3,351.92 11/01/1996 360
600054748 GOLDSTEIN ANDREW J 1500216861 $1,631.07 11/01/1996 360
600054749 LAM YAU-WAH 1500227777 $1,603.95 11/01/1996 360
600054750 MIZRACHI JOSEPH 1500235924 $2,606.98 2 11/01/1996 360
600054751 OLIVER DOROTHY 1500240560 $1,682.79 2 11/01/1996 360
<CAPTION>
PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # BORROWER CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
------ -------------------- ---- ----- ---- ------ ------ ------ ----- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
600054738 PHETEPLACE DAVID W $380,000.00 N
600054739 MOORE PATRICK TIMOTHY $1,050,000.00 N
600054740 MOORE RONALD E $340,000.00 N
600054741 AINSWORTH JAMES W $425,000.00 N
600054742 SAHADI CHRISTINE M $540,913.00 N
600054743 GUSTAFSON C DAROLD $371,000.00 N
600054744 REYNOLDS JAMES E $293,000.00 N
600054745 NEUPERT JOHN F $300,000.00 N
600054746 MASUDA MASAHISA $885,000.00 N
600054747 SHAW MARC $679,000.00 N
600054748 GOLDSTEIN ANDREW J $373,000.00 N
600054749 LAM YAU-WAH $305,000.00 N
600054750 MIZRACHI JOSEPH $360,000.00 N
600054751 OLIVER DOROTHY $235,000.00 N
</TABLE>
<PAGE>
Page 32
RUN DATE: 11/19/1996 PNC MORTGAGE SECURITIES CORP.
TIME: 15:55:51 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 11/19/1996
POOL NUMBER: 1385 POOL NAME: 1996-3
<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
600054752 PLAUT DANIEL 275 LEROY AVENUE CEDARHURST NY 11516 $233,858.24
600054753 BENTON MARVIN D 133 LOWER WINDRUSH JACKSON MS 39208 $303,457.68
600054754 FITCH ARENA LAVELLE 8605 HUNTLEIGH WAY GERMANTOWN TN 38138 $247,199.06
600054755 MILLER THOMAS F 9685 US HIGHWAY 70 LAKELAND TN 38002 $244,959.36
600054756 GULICK JOHN R 120 LAKEWOOD ROAD LEBANON TN 37087 $322,322.57
600054757 SMALL MICHAEL J 903 PIERSON STREET ALEXANDRIA LA 71301 $351,781.22
600054758 SMITH DON C 6713 MIRA VISTA BLVD FT WORTH TX 76132 $242,194.35
600054759 HANSEN MARK E 101 BOB-O-LINK COURT SOUTHLAKE TX 76092 $299,368.70
600054760 NEEL MARVIN E 5594 SALVIA COURT GOLDEN CO 80403 $257,435.73
600054761 GARMEN II JOHN 707 CAMBRIDGE MANOR COPPELL TX 75019 $292,743.61
600054762 SCHMIDT JAMES B 5610 S ARCHBRIDGE COURT ARLINGTON TX 76017 $219,725.56
600054763 WEST LAWRENCE J 5340 LONGMONT DRIVE HOUSTON TX 77056 $418,718.85
600054764 FARNSWORTH EDWIN 6992 TURF DRIVE HUNTINGTON BEAC CA 92648 $299,808.69
600054765 HUDGENS DANIEL PATRICK 3118 TANGLEY AVENUE HOUSTON TX 77005 $255,836.75
<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
600054752 PLAUT DANIEL 8.500 .250 8.250 .0400 8.210 10/01/2026
600054753 BENTON MARVIN D 8.625 .250 8.375 .0400 8.335 08/01/2026
600054754 FITCH ARENA LAVELLE 8.500 .250 8.250 .0400 8.210 09/01/2026
600054755 MILLER THOMAS F 8.625 .250 8.375 .0400 8.335 09/01/2026
600054756 GULICK JOHN R 8.250 .250 8.000 .0400 7.960 09/01/2026
600054757 SMALL MICHAEL J 8.375 .250 8.125 .0400 8.085 10/01/2026
600054758 SMITH DON C 8.375 .250 8.125 .0400 8.085 08/01/2026
600054759 HANSEN MARK E 8.500 .250 8.250 .0400 8.210 09/01/2026
600054760 NEEL MARVIN E 8.250 .250 8.000 .0400 7.960 10/01/2026
600054761 GARMEN II JOHN 8.500 .250 8.250 .0400 8.210 09/01/2026
600054762 SCHMIDT JAMES B 8.375 .250 8.125 .0400 8.085 09/01/2026
600054763 WEST LAWRENCE J 8.000 .250 7.750 .0400 7.710 10/01/2026
600054764 FARNSWORTH EDWIN 8.250 .250 8.000 .0400 7.960 10/01/2026
600054765 HUDGENS DANIEL PATRICK 8.250 .250 8.000 .0400 7.960 10/01/2026
<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
------ -------------------- --------------- --------- -- -------- ----
<S> <C> <C> <C> <C> <C> <C>
600054752 PLAUT DANIEL 1500241042 $1,799.26 11/01/1996 360
600054753 BENTON MARVIN D 1502026324 $2,364.48 11/01/1996 360
600054754 FITCH ARENA LAVELLE 1502042885 $1,903.06 14 11/01/1996 360
600054755 MILLER THOMAS F 1502043470 $1,907.53 18 11/01/1996 360
600054756 GULICK JOHN R 1502043505 $2,425.84 14 11/01/1996 360
600054757 SMALL MICHAEL J 1502045760 $2,675.45 11/01/1996 360
600054758 SMITH DON C 1504057045 $1,844.32 11/01/1996 360
600054759 HANSEN MARK E 1504064459 $2,306.75 12 11/01/1996 360
600054760 NEEL MARVIN E 1504068176 $1,935.27 11/01/1996 360
600054761 GARMEN II JOHN 1504068369 $2,253.69 11/01/1996 360
600054762 SCHMIDT JAMES B 1504068493 $1,672.16 11/01/1996 360
600054763 WEST LAWRENCE J 1504068610 $3,074.48 11/01/1996 360
600054764 FARNSWORTH EDWIN 1504069973 $2,253.81 11/01/1996 360
600054765 HUDGENS DANIEL PATRICK 1504069995 $1,923.25 11/01/1996 360
<CAPTION>
PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # BORROWER CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
------ -------------------- ---- ----- ---- ------ ------ ------ ----- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
600054752 PLAUT DANIEL $292,500.00 N
600054753 BENTON MARVIN D $380,000.00 N
600054754 FITCH ARENA LAVELLE $275,000.00 N
600054755 MILLER THOMAS F $272,500.00 N
600054756 GULICK JOHN R $358,850.00 N
600054757 SMALL MICHAEL J $440,000.00 N
600054758 SMITH DON C $420,000.00 N
600054759 HANSEN MARK E $325,114.00 N
600054760 NEEL MARVIN E $322,000.00 N
600054761 GARMEN II JOHN $366,424.00 N
600054762 SCHMIDT JAMES B $275,000.00 N
600054763 WEST LAWRENCE J $815,000.00 N
600054764 FARNSWORTH EDWIN $470,000.00 N
600054765 HUDGENS DANIEL PATRICK $320,000.00 N
</TABLE>
<PAGE>
Page 33
RUN DATE: 11/19/1996 PNC MORTGAGE SECURITIES CORP.
TIME: 15:55:51 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 11/19/1996
POOL NUMBER: 1385 POOL NAME: 1996-3
<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
600054766 GOLDBAUM VICTOR 4 ALEGRIA IRVINE CA 92620 $235,682.23
600054767 OTTO THOMAS 456 BAKER AVENUE ST LOUIS MO 63119 $280,949.50
600054768 BIANCHI LARRY 10 TELESCOPE NEWPORT COAST CA 92657 $299,635.23
600054769 FRANKHUIZEN WILLIAM R 27660 DEERFIELD LANE LOS ANGELES CA 92626 $253,934.36
600054770 FREUND DENNIS J 20 SUNBURY DRIVE ALISO VIEJO ARE CA 92656 $229,384.78
600054771 BRUBAKER ANTHONY 32633 AGUA DULC CANYON LOS ANGELES CA 91350 $374,619.78
600054772 PROVENZANO ANDREW J 1038 ALCALDE WAY GLENDALE CA 91201 $258,918.23
600054774 COOKE PAMELA S 10256 CHRYSANTHEMUM LAN LOS ANGELES CA 90077 $243,695.62
600054775 MARIS JERRY W 436 SOUTH CLIVEDEN AVEN COMPTON CA 90220 $119,861.42
600054776 GONZALEZ JUAN A 125 CAMINO BARRANCA EL PASO TX 79912 $687,384.46
600054777 KLIMAS RAYMOND L 24791 COBBLESTONE FARMINGTON HILL MI 48336 $176,075.92
600054779 SLATER ALLEN E 65 SPRING RIDGE COURT NEWMAN GA 30265 $219,725.52
600054780 RISEBERG DAVID A 7012 BEST TIMES PATH COLUMBIA MD 21044 $297,069.33
600054781 DAVIS BARRY 5690 MOUNTAIN ROAD BRIGHTEN MI 48116 $169,909.53
<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
600054766 GOLDBAUM VICTOR 8.000 .250 7.750 .0400 7.710 09/01/2026
600054767 OTTO THOMAS 9.125 .250 8.875 .0400 8.835 09/01/2026
600054768 BIANCHI LARRY 8.500 .250 8.250 .0400 8.210 09/01/2026
600054769 FRANKHUIZEN WILLIAM R 8.500 .250 8.250 .0400 8.210 08/01/2026
600054770 FREUND DENNIS J 8.750 .250 8.500 .0400 8.460 09/01/2026
600054771 BRUBAKER ANTHONY 9.375 .250 9.125 .0400 9.085 09/01/2026
600054772 PROVENZANO ANDREW J 8.250 .250 8.000 .0400 7.960 09/01/2026
600054774 COOKE PAMELA S 8.375 .250 8.125 .0400 8.085 09/01/2026
600054775 MARIS JERRY W 8.750 .250 8.500 .0400 8.460 09/01/2026
600054776 GONZALEZ JUAN A 8.625 .250 8.375 .0400 8.335 09/01/2026
600054777 KLIMAS RAYMOND L 9.500 .250 9.250 .0400 9.210 09/01/2026
600054779 SLATER ALLEN E 8.375 .250 8.125 .0400 8.085 09/01/2026
600054780 RISEBERG DAVID A 8.250 .250 8.000 .0400 7.960 09/01/2026
600054781 DAVIS BARRY 9.125 .250 8.875 .0400 8.835 10/01/2026
<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
------ -------------------- --------------- --------- -- -------- ----
<S> <C> <C> <C> <C> <C> <C>
600054766 GOLDBAUM VICTOR 1504070101 $1,731.69 11/01/1996 360
600054767 OTTO THOMAS 1505048254 $2,288.35 11/01/1996 360
600054768 BIANCHI LARRY 1506141200 $2,306.74 11/01/1996 360
600054769 FRANKHUIZEN WILLIAM R 1506143807 $1,956.12 1 11/01/1996 360
600054770 FREUND DENNIS J 1506145766 $1,806.66 1 11/01/1996 360
600054771 BRUBAKER ANTHONY 1506150595 $3,119.06 11/01/1996 360
600054772 PROVENZANO ANDREW J 1506150992 $1,947.66 12 11/01/1996 360
600054774 COOKE PAMELA S 1506153276 $1,854.58 11/01/1996 360
600054775 MARIS JERRY W 1506155001 $944.04 11/01/1996 360
600054776 GONZALEZ JUAN A 1507052117 $5,352.75 11/01/1996 360
600054777 KLIMAS RAYMOND L 1507164700 $1,482.01 11/01/1996 360
600054779 SLATER ALLEN E 1507179242 $1,672.18 11/01/1996 360
600054780 RISEBERG DAVID A 1507179843 $2,234.65 11/01/1996 360
600054781 DAVIS BARRY 1507180490 $1,383.18 11/01/1996 360
<CAPTION>
PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # BORROWER CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
------ -------------------- ---- ----- ---- ------ ------ ------ ----- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
600054766 GOLDBAUM VICTOR $295,000.00 N
600054767 OTTO THOMAS $375,000.00 N
600054768 BIANCHI LARRY $1,150,000.00 N
600054769 FRANKHUIZEN WILLIAM R $267,872.00 N
600054770 FREUND DENNIS J $241,745.00 N
600054771 BRUBAKER ANTHONY $500,000.00 N
600054772 PROVENZANO ANDREW J $305,000.00 N
600054774 COOKE PAMELA S $305,000.00 N
600054775 MARIS JERRY W $150,000.00 N
600054776 GONZALEZ JUAN A $917,645.00 N
600054777 KLIMAS RAYMOND L $235,000.00 N
600054779 SLATER ALLEN E $289,500.00 N
600054780 RISEBERG DAVID A $371,850.00 N
600054781 DAVIS BARRY $450,000.00 N
</TABLE>
<PAGE>
Page 34
RUN DATE: 11/19/1996 PNC MORTGAGE SECURITIES CORP.
TIME: 15:55:51 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 11/19/1996
POOL NUMBER: 1385 POOL NAME: 1996-3
<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
600054782 ROONEY MARGAUX T 616 33RD AVENUE NORTH GIG HARBOR WA 98335 $177,278.57
600054783 POSELENZNY ANTHONY L 5880 BROOKSTONE WALK ACWORTH GA 30101 $305,694.74
600054784 DODYS NICHOLAS A 2215 WILLOW AVENUE ATLANTA GA 30305 $155,006.04
600054786 RAJ MARY S 1601 N CENTRAL AVENUE FLAGLER BEACH FL 32136 $69,569.55
600054787 WEHRLE ROGER E 6005 BATEAU DRIVE FLOWERY BRANCH GA 30542 $229,353.65
600054788 SEBBAG SIMON 1601 NOCATEE DRIVE MIAMI FL 33133 $244,731.34
600054789 KIRK GEORGE T 2271 ST GEORGE WAY CARSON CITY NV 89703 $232,384.71
600054790 BROOKS RANDOLPH L 103 ROBERTA AVENUE PLEASANT HILL CA 94523 $251,669.20
600054791 OZAKI ALAN L 1871 SKI SLOPE CIRCLE LAS VEGAS NV 89117 $265,343.25
600054792 WHITE GARY W 166 NORTH TAAFFE STREET SUNNYVALE CA 94086 $209,876.02
600054793 MALONEY BERNARD C 55 ARBUELO WAY LOS ALTOS CA 94022 $503,371.29
600054794 HACKER HENRY E 16129 VIA MADERA CIRCA RANCHO SANTA FE CA 92067 $303,683.59
600054795 CAPLAN ROBERT A 9022 NORTH MERCER WAY MERCER ISLAND WA 98040 $647,869.90
600054796 BOYD JR LAWRENCE 10030 DEVONWOOD COURT COLORADO SPRING CO 80920 $231,967.61
<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
600054782 ROONEY MARGAUX T 8.375 .250 8.125 .0400 8.085 09/01/2026
600054783 POSELENZNY ANTHONY L 8.000 .250 7.750 .0400 7.710 10/01/2026
600054784 DODYS NICHOLAS A 8.500 .250 8.250 .0400 8.210 10/01/2026
600054786 RAJ MARY S 8.750 .250 8.500 .0400 8.460 09/01/2026
600054787 WEHRLE ROGER E 8.250 .250 8.000 .0400 7.960 10/01/2026
600054788 SEBBAG SIMON 9.000 .250 8.750 .0400 8.710 09/01/2026
600054789 KIRK GEORGE T 8.625 .250 8.375 .0400 8.335 08/01/2026
600054790 BROOKS RANDOLPH L 8.125 .250 7.875 .0400 7.835 09/01/2026
600054791 OZAKI ALAN L 8.625 .250 8.375 .0400 8.335 10/01/2026
600054792 WHITE GARY W 8.625 .250 8.375 .0400 8.335 10/01/2026
600054793 MALONEY BERNARD C 8.375 .250 8.125 .0400 8.085 09/01/2026
600054794 HACKER HENRY E 9.250 .250 9.000 .0400 8.960 09/01/2026
600054795 CAPLAN ROBERT A 8.750 .250 8.500 .0400 8.460 08/01/2026
600054796 BOYD JR LAWRENCE 8.500 .250 8.250 .0400 8.210 09/01/2026
<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
------ -------------------- --------------- --------- -- -------- ----
<S> <C> <C> <C> <C> <C> <C>
600054782 ROONEY MARGAUX T 1507182804 $1,349.13 11/01/1996 360
600054783 POSELENZNY ANTHONY L 1511042955 $2,244.59 18 11/01/1996 360
600054784 DODYS NICHOLAS A 1511045341 $1,192.59 11/01/1996 360
600054786 RAJ MARY S 1511045862 $547.94 11/01/1996 360
600054787 WEHRLE ROGER E 1511046435 $1,724.16 12 11/01/1996 360
600054788 SEBBAG SIMON 1511047052 $1,971.33 11/01/1996 360
600054789 KIRK GEORGE T 1512023209 $1,810.69 12 11/01/1996 360
600054790 BROOKS RANDOLPH L 1512032312 $1,871.09 2 11/01/1996 360
600054791 OZAKI ALAN L 1512032833 $2,065.03 1 11/01/1996 360
600054792 WHITE GARY W 1512033188 $1,633.36 11/01/1996 360
600054793 MALONEY BERNARD C 1512033982 $3,830.76 11/01/1996 360
600054794 HACKER HENRY E 1512034883 $2,500.93 11/01/1996 360
600054795 CAPLAN ROBERT A 1513036589 $5,113.55 11/01/1996 360
600054796 BOYD JR LAWRENCE 1513041148 $1,785.80 12 11/01/1996 360
<CAPTION>
PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # BORROWER CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
------ -------------------- ---- ----- ---- ------ ------ ------ ----- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
600054782 ROONEY MARGAUX T $277,500.00 N
600054783 POSELENZNY ANTHONY L $361,616.00 N
600054784 DODYS NICHOLAS A $232,000.00 N
600054786 RAJ MARY S $99,500.00 N
600054787 WEHRLE ROGER E $255,000.00 N
600054788 SEBBAG SIMON $330,000.00 N
600054789 KIRK GEORGE T $258,691.00 N
600054790 BROOKS RANDOLPH L $280,000.00 N
600054791 OZAKI ALAN L $295,000.00 N
600054792 WHITE GARY W $309,000.00 N
600054793 MALONEY BERNARD C $630,000.00 N
600054794 HACKER HENRY E $380,000.00 N
600054795 CAPLAN ROBERT A $905,000.00 N
600054796 BOYD JR LAWRENCE $258,100.00 N
</TABLE>
<PAGE>
Page 35
RUN DATE: 11/19/1996 PNC MORTGAGE SECURITIES CORP.
TIME: 15:55:51 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 11/19/1996
POOL NUMBER: 1385 POOL NAME: 1996-3
<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
600054797 CONNER PAUL S 1040 HOME FARM CIRCLE WESTMINSTER CO 80234 $234,979.38
600054798 BARR DON L 022 CROWN MOUNTAIN DRIV BASALT CO 81621 $379,304.46
600054799 JENSEN KEVIN D 2803 E EVERGREEN AVENUE SALT LAKE CITY UT 84109 $229,870.17
600054800 KLAUSMAN MICHAEL L 14601 NE 76TH AVENUE VANCOOVER WA 98662 $279,010.34
600054801 LENCIONI PAUL 14505 DEER PARK ROAD LOS GATOS CA 95032 $517,345.09
600054802 WASHINGTON ROGER W 2122 HILLSTONE DRIVE SAN JOSE CA 95138 $620,464.11
600054803 ESPINEIRA ANDRES M 1072 MUIR WAY LOS ALTOS CA 94024 $459,396.15
600054804 WONG SEE-HOI 1024 GEDDY WAY FREMONT CA 94539 $427,740.72
600054805 SCUNCIO JOSEPH JOHN 1737 GLEN UNA AVENUE SAN JOSE CA 95125 $243,855.94
600054806 BANKS ELBERT A 1601 1635 LOWER TRAIL CLAYTON CA 94517 $239,846.96
600054808 NATESAN ASHOK 1215 STAFFORD DRIVE CUPERTINO CA 95014 $422,791.93
600054809 SUZUKI MAKOTO 2931 PLAZA DEL AMO UN TORRANCE CA 90503 $137,832.19
600054810 RIVELE STEPHEN JOHN 1320 SIERRA MADRE VILLA PASADENA CA 91107 $364,778.88
600054811 BOLDUC THOMAS C 5705 SOUTHVIEW DRIVE YORBA LINDA CA 92887 $255,856.47
<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
600054797 CONNER PAUL S 8.375 .250 8.125 .0400 8.085 08/01/2026
600054798 BARR DON L 8.500 .250 8.250 .0400 8.210 08/01/2026
600054799 JENSEN KEVIN D 8.500 .250 8.250 .0400 8.210 09/01/2026
600054800 KLAUSMAN MICHAEL L 8.500 .250 8.250 .0400 8.210 09/01/2026
600054801 LENCIONI PAUL 8.375 .250 8.125 .0400 8.085 09/01/2026
600054802 WASHINGTON ROGER W 8.375 .250 8.125 .0400 8.085 10/01/2026
600054803 ESPINEIRA ANDRES M 8.125 .250 7.875 .0400 7.835 09/01/2026
600054804 WONG SEE-HOI 8.500 .250 8.250 .0400 8.210 10/01/2026
600054805 SCUNCIO JOSEPH JOHN 8.625 .250 8.375 .0400 8.335 10/01/2026
600054806 BANKS ELBERT A 8.250 .250 8.000 .0400 7.960 10/01/2026
600054808 NATESAN ASHOK 9.500 .250 9.250 .0400 9.210 10/01/2026
600054809 SUZUKI MAKOTO 8.500 .250 8.250 .0400 8.210 09/01/2026
600054810 RIVELE STEPHEN JOHN 8.500 .250 8.250 .0400 8.210 10/01/2026
600054811 BOLDUC THOMAS C 8.875 .250 8.625 .0400 8.585 10/01/2026
<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
------ -------------------- --------------- --------- -- -------- ----
<S> <C> <C> <C> <C> <C> <C>
600054797 CONNER PAUL S 1513041385 $1,790.74 11/01/1996 360
600054798 BARR DON L 1513044055 $2,921.88 11/01/1996 360
600054799 JENSEN KEVIN D 1513057909 $1,769.65 12 11/01/1996 360
600054800 KLAUSMAN MICHAEL L 1513057931 $2,147.96 11/01/1996 360
600054801 LENCIONI PAUL 1561332630 $3,990.38 11/01/1996 360
600054802 WASHINGTON ROGER W 1561333825 $4,718.91 11/01/1996 360
600054803 ESPINEIRA ANDRES M 1561334078 $3,415.49 11/01/1996 360
600054804 WONG SEE-HOI 1561334996 $3,290.95 11/01/1996 360
600054805 SCUNCIO JOSEPH JOHN 1561335387 $1,897.81 11/01/1996 360
600054806 BANKS ELBERT A 1561335558 $1,803.04 11/01/1996 360
600054808 NATESAN ASHOK 1561336608 $3,556.82 11/01/1996 360
600054809 SUZUKI MAKOTO 1562162965 $1,061.11 11/01/1996 360
600054810 RIVELE STEPHEN JOHN 1562164053 $2,806.54 12 11/01/1996 360
600054811 BOLDUC THOMAS C 1562166423 $2,036.86 11/01/1996 360
<CAPTION>
PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # BORROWER CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
------ -------------------- ---- ----- ---- ------ ------ ------ ----- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
600054797 CONNER PAUL S $294,521.00 N
600054798 BARR DON L $475,000.00 N
600054799 JENSEN KEVIN D $270,800.00 N
600054800 KLAUSMAN MICHAEL L $372,500.00 N
600054801 LENCIONI PAUL $1,175,000.00 N
600054802 WASHINGTON ROGER W $776,096.00 N
600054803 ESPINEIRA ANDRES M $660,000.00 N
600054804 WONG SEE-HOI $535,000.00 N
600054805 SCUNCIO JOSEPH JOHN $314,000.00 N
600054806 BANKS ELBERT A $300,000.00 N
600054808 NATESAN ASHOK $532,000.00 N
600054809 SUZUKI MAKOTO $185,000.00 N
600054810 RIVELE STEPHEN JOHN $415,000.00 N
600054811 BOLDUC THOMAS C $320,000.00 N
</TABLE>
<PAGE>
Page 36
RUN DATE: 11/19/1996 PNC MORTGAGE SECURITIES CORP.
TIME: 15:55:51 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 11/19/1996
POOL NUMBER: 1385 POOL NAME: 1996-3
<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
600054812 ZORICH BRUCE M 9821 E VERMILLION PLACE TUCSON AZ 85749 $359,077.36
600054813 WATSON JEFFREY ALAN 2903 CHASSE RIDGE ORANGE TX 77632 $256,340.57
600054814 MCCAMMON EDWARD L 19903 218TH AVENUE NORT WOODINVILLE WA 98072 $468,194.51
600054815 STEIERT MICHAEL A 211 NORTHEAST 164TH PORTLAND OR 97230 $119,796.66
600054816 COHEN ROBERT D 8220 SOUTHEAST 59TH STR MERCER ISLAND WA 98040 $374,555.59
600054817 JANKOWSKI MATTHEW J 1260 W LAKE SAMMAMISH BELLEVUE WA 98008 $290,074.16
600054818 MESTRES ANTHONY G 2428 E CALHOUN STREET SEATTLE WA 98112 $255,696.61
600054819 ABADIR JEFFREY 19373 SOUTHEAST 57TH PL ISSAQUAH WA 98027 $360,663.91
600054820 PERKINS RONALD W 16716 2ND ST EAST SUMNER WA 98390 $242,656.53
600054822 VAUGHAN JACKIE MARIE 204 SIMPSON CIRCLE NORT CARTERSVILLE GA 30120 $55,342.22
600054823 REISER ROBERT W 1199 JOHN ADAMS DRIVE LAWRENCEVILLE GA 30243 $214,438.94
600054824 CARACOLA JOSEPH R 120 VALLEY COVE ATLANTA GA 30338 $299,082.23
600054825 RIDDELL CHRISTOPHER F 405 MOUNTAIN CREEK TRAI ATLANTA GA 30328 $287,838.54
600054826 MCKEE DAVID C 5737 BLOCH STREET SAN DIEGO CA 92122 $328,820.29
<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
600054812 ZORICH BRUCE M 8.375 .250 8.125 .0400 8.085 07/01/2026
600054813 WATSON JEFFREY ALAN 8.375 .250 8.125 .0400 8.085 10/01/2026
600054814 MCCAMMON EDWARD L 8.625 .250 8.375 .0400 8.335 09/01/2026
600054815 STEIERT MICHAEL A 8.875 .250 8.625 .0400 8.585 08/01/2026
600054816 COHEN ROBERT D 8.625 .250 8.375 .0400 8.335 09/01/2026
600054817 JANKOWSKI MATTHEW J 8.500 .250 8.250 .0400 8.210 10/01/2026
600054818 MESTRES ANTHONY G 8.625 .250 8.375 .0400 8.335 09/01/2026
600054819 ABADIR JEFFREY 8.125 .250 7.875 .0400 7.835 10/01/2026
600054820 PERKINS RONALD W 8.625 .250 8.375 .0400 8.335 10/01/2026
600054822 VAUGHAN JACKIE MARIE 9.250 .250 9.000 .0400 8.960 09/01/2026
600054823 REISER ROBERT W 8.500 .250 8.250 .0400 8.210 09/01/2026
600054824 CARACOLA JOSEPH R 8.875 .250 8.625 .0400 8.585 10/01/2026
600054825 RIDDELL CHRISTOPHER F 8.875 .250 8.625 .0400 8.585 10/01/2026
600054826 MCKEE DAVID C 9.000 .250 8.750 .0400 8.710 10/01/2026
<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
------ -------------------- --------------- --------- -- -------- ----
<S> <C> <C> <C> <C> <C> <C>
600054812 ZORICH BRUCE M 1563123685 $2,736.27 12 11/01/1996 360
600054813 WATSON JEFFREY ALAN 1563131140 $1,949.59 1 11/01/1996 360
600054814 MCCAMMON EDWARD L 1565132009 $3,645.89 11/01/1996 360
600054815 STEIERT MICHAEL A 1565134900 $954.78 11/01/1996 360
600054816 COHEN ROBERT D 1565136473 $2,916.72 11/01/1996 360
600054817 JANKOWSKI MATTHEW J 1565137057 $2,231.78 11/01/1996 360
600054818 MESTRES ANTHONY G 1565137181 $1,991.15 11/01/1996 360
600054819 ABADIR JEFFREY 1565138140 $2,679.68 14 11/01/1996 360
600054820 PERKINS RONALD W 1565140765 $1,890.03 18 11/01/1996 360
600054822 VAUGHAN JACKIE MARIE 1566074350 $456.59 11/01/1996 360
600054823 REISER ROBERT W 1566076800 $1,650.86 14 11/01/1996 360
600054824 CARACOLA JOSEPH R 1566077380 $2,380.97 14 11/01/1996 360
600054825 RIDDELL CHRISTOPHER F 1566077981 $2,291.46 11/01/1996 360
600054826 MCKEE DAVID C 1567168970 $2,647.21 11/01/1996 360
<CAPTION>
PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # BORROWER CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
------ -------------------- ---- ----- ---- ------ ------ ------ ----- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
600054812 ZORICH BRUCE M $400,000.00 N
600054813 WATSON JEFFREY ALAN $270,000.00 N
600054814 MCCAMMON EDWARD L $625,000.00 N
600054815 STEIERT MICHAEL A $150,000.00 N
600054816 COHEN ROBERT D $625,000.00 N
600054817 JANKOWSKI MATTHEW J $387,000.00 N
600054818 MESTRES ANTHONY G $320,000.00 N
600054819 ABADIR JEFFREY $401,000.00 N
600054820 PERKINS RONALD W $270,000.00 N
600054822 VAUGHAN JACKIE MARIE $74,000.00 N
600054823 REISER ROBERT W $226,000.00 N
600054824 CARACOLA JOSEPH R $315,000.00 N
600054825 RIDDELL CHRISTOPHER F $360,000.00 N
600054826 MCKEE DAVID C $426,000.00 N
</TABLE>
<PAGE>
Page 37
RUN DATE: 11/19/1996 PNC MORTGAGE SECURITIES CORP.
TIME: 15:55:51 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 11/19/1996
POOL NUMBER: 1385 POOL NAME: 1996-3
<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
600054827 LYNCH DOUGLAS POTTER 23713 W ASHWOOD PLACE SANTA CLARITA CA 91354 $216,908.01
600054829 KILLINGBECK FREDRICK A 27203 N 204TH AVENUE WITTMANN AZ 85361 $59,963.65
600054830 SCHAFFER CHARLES B 1317 PHILOMENE COURT CARMICHAEL CA 95608 $251,847.33
600054831 TANENBAUM BRUCE LM 13475 DONNER PASS ROAD TRUCKEE CA 96161 $499,712.32
600054832 NELSON DENNIS 9540 FALCON RIDGE DRIVE LENERA KS 66220 $281,429.41
600054833 MOGRABI ROBERT 173 BRIARWOOD CROSSI LAWRENCE NY 11559 $439,753.33
600054834 RAFFTERY DENNIS G 1745 440TH STREET HARRIS MN 55032 $99,884.50
600054835 STRAND GAIL 3358 325TH STREET CRESCO IA 52136 $54,971.48
600054836 YONCE KENNETH M ROUTE 2BOX 531 SALUDA SC 29138 $100,935.60
600054837 CARTEE RANDALL L 363 STEWART ROAD SIX MILE SC 29657 $58,035.31
600054838 SULLIVAN KURT 222 ARDMORE PLACE MOORESVILLE NC 28115 $263,040.54
600054839 WADE BRENT S 1018 N NOB HILL AVENUE AMERICAN FORK UT 84003 $299,818.25
600054840 MOTTER THOMAS F 11634 SOUTH 2220 EAST SANDY UT 84092 $259,699.71
600054841 DRAPER ROBERT K 7971 SOUTH VINCENNES ENGLEWOOD CO 80112 $137,428.35
<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
600054827 LYNCH DOUGLAS POTTER 8.125 .250 7.875 .0400 7.835 10/01/2026
600054829 KILLINGBECK FREDRICK A 8.500 .250 8.250 .0400 8.210 10/01/2026
600054830 SCHAFFER CHARLES B 8.500 .250 8.250 .0400 8.210 10/01/2026
600054831 TANENBAUM BRUCE LM 8.750 .250 8.500 .0400 8.460 10/01/2026
600054832 NELSON DENNIS 8.500 .250 8.250 .0400 8.210 10/01/2026
600054833 MOGRABI ROBERT 8.875 .250 8.625 .0400 8.585 10/01/2026
600054834 RAFFTERY DENNIS G 8.750 .250 8.500 .0400 8.460 09/01/2026
600054835 STRAND GAIL 9.250 .250 9.000 .0400 8.960 10/01/2026
600054836 YONCE KENNETH M 8.250 .250 8.000 .0400 7.960 10/01/2026
600054837 CARTEE RANDALL L 9.000 .250 8.750 .0400 8.710 09/01/2026
600054838 SULLIVAN KURT 8.500 .250 8.250 .0400 8.210 10/01/2026
600054839 WADE BRENT S 8.500 .250 8.250 .0400 8.210 10/01/2026
600054840 MOTTER THOMAS F 8.750 .250 8.500 .0400 8.460 09/01/2026
600054841 DRAPER ROBERT K 8.375 .250 8.125 .0400 8.085 09/01/2026
<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
------ -------------------- --------------- --------- -- -------- ----
<S> <C> <C> <C> <C> <C> <C>
600054827 LYNCH DOUGLAS POTTER 1567169611 $1,611.60 18 11/01/1996 360
600054829 KILLINGBECK FREDRICK A 1569150206 $461.35 11/01/1996 360
600054830 SCHAFFER CHARLES B 1573158132 $1,937.67 11/01/1996 360
600054831 TANENBAUM BRUCE LM 1573158143 $3,933.51 11/01/1996 360
600054832 NELSON DENNIS 1576018311 $2,165.26 11/01/1996 360
600054833 MOGRABI ROBERT 1576019686 $3,500.84 11/01/1996 360
600054834 RAFFTERY DENNIS G 1576024755 $786.71 11/01/1996 360
600054835 STRAND GAIL 1576025634 $452.48 11/01/1996 360
600054836 YONCE KENNETH M 1577037923 $758.78 11/01/1996 360
600054837 CARTEE RANDALL L 1577047020 $469.10 11/01/1996 360
600054838 SULLIVAN KURT 1577047665 $2,023.79 11/01/1996 360
600054839 WADE BRENT S 1579025120 $2,306.75 11/01/1996 360
600054840 MOTTER THOMAS F 1579027443 $2,045.43 11/01/1996 360
600054841 DRAPER ROBERT K 1579028264 $1,045.86 11/01/1996 360
<CAPTION>
PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # BORROWER CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
------ -------------------- ---- ----- ---- ------ ------ ------ ----- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
600054827 LYNCH DOUGLAS POTTER $228,474.00 N
600054829 KILLINGBECK FREDRICK A $75,000.00 N
600054830 SCHAFFER CHARLES B $315,000.00 N
600054831 TANENBAUM BRUCE LM $675,000.00 N
600054832 NELSON DENNIS $402,000.00 N
600054833 MOGRABI ROBERT $687,500.00 N
600054834 RAFFTERY DENNIS G $137,200.00 N
600054835 STRAND GAIL $85,000.00 N
600054836 YONCE KENNETH M $135,000.00 N
600054837 CARTEE RANDALL L $83,800.00 N
600054838 SULLIVAN KURT $329,000.00 N
600054839 WADE BRENT S $375,000.00 N
600054840 MOTTER THOMAS F $335,000.00 N
600054841 DRAPER ROBERT K $172,000.00 N
</TABLE>
<PAGE>
Page 38
RUN DATE: 11/19/1996 PNC MORTGAGE SECURITIES CORP.
TIME: 15:55:51 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 11/19/1996
POOL NUMBER: 1385 POOL NAME: 1996-3
<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
600054842 COMERFORD JOHN 1174 COUNTY ROAD 285 WESTCLIFFE CO 81252 $319,806.14
600054843 STOUDT REINHARD J 6112 ASHTON COURT FORT COLLINS CO 80525 $274,824.64
600054844 THOMPSON JAMES G 648 US HIGHWAY 287 LARAMIE WY 82070 $169,902.18
600054845 TURF CHRISTOPHER M 778 ROWELL DRIVE LYONS CO 80540 $234,840.50
600054846 BEDBURY TERRY M 11233 SOUTH BARNEY GUL CONIFER CO 80433 $244,847.72
600054847 GOTBERG PAUL D 127 EAST ORCHARD DRIVE CENTRAL UT 84722 $98,440.33
600054848 MARTINI STEVEN 1336 WEST SHORE ROAD WARWICK RI 02889 $72,961.14
600054849 CUMMINGS-SAXTON JAMES 40 SUMMER STREET NAHANT MA 01908 $219,866.72
600054850 HATEM PAULA J 3 BUTTERNUT PLACE WILTON CT 06897 $249,840.58
600054851 MAZZEO FRANK A 8 RIDGEWOOD ROAD WEBSTER MA 01570 $407,540.83
600054852 LEONG DEBORAH J 4 WEETAMOE ROAD MIDDLETOWN RI 02842 $89,945.47
600054853 CHEN LOREN DWO 900 HOPE STREET PROVIDENCE RI 02906 $110,894.51
600054854 PAPA JANET E 4430 POST ROAD UNIT EAS WARWICK RI 02886 $39,157.00
600054855 ROSA RICHARD F 112 IDLEWOOD ROAD WOLCOTT CT 06716 $224,873.85
<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
600054842 COMERFORD JOHN 8.500 .250 8.250 .0400 8.210 10/01/2026
600054843 STOUDT REINHARD J 8.250 .250 8.000 .0400 7.960 10/01/2026
600054844 THOMPSON JAMES G 8.750 .250 8.500 .0400 8.460 10/01/2026
600054845 TURF CHRISTOPHER M 8.500 .250 8.250 .0400 8.210 10/01/2026
600054846 BEDBURY TERRY M 8.375 .250 8.125 .0400 8.085 10/01/2026
600054847 GOTBERG PAUL D 8.500 .250 8.250 .0400 8.210 10/01/2026
600054848 MARTINI STEVEN 9.125 .250 8.875 .0400 8.835 10/01/2026
600054849 CUMMINGS-SAXTON JAMES 8.500 .250 8.250 .0400 8.210 10/01/2026
600054850 HATEM PAULA J 8.250 .250 8.000 .0400 7.960 10/01/2026
600054851 MAZZEO FRANK A 8.875 .250 8.625 .0400 8.585 09/01/2026
600054852 LEONG DEBORAH J 8.500 .250 8.250 .0400 8.210 10/01/2026
600054853 CHEN LOREN DWO 9.250 .250 9.000 .0400 8.960 10/01/2026
600054854 PAPA JANET E 9.000 .250 8.750 .0400 8.710 09/01/2026
600054855 ROSA RICHARD F 8.875 .250 8.625 .0400 8.585 10/01/2026
<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
------ -------------------- --------------- --------- -- -------- ----
<S> <C> <C> <C> <C> <C> <C>
600054842 COMERFORD JOHN 1579029223 $2,460.53 11/01/1996 360
600054843 STOUDT REINHARD J 1579030029 $2,065.99 11/01/1996 360
600054844 THOMPSON JAMES G 1579030222 $1,337.40 11/01/1996 360
600054845 TURF CHRISTOPHER M 1579030390 $1,808.49 11/01/1996 360
600054846 BEDBURY TERRY M 1579031269 $1,862.18 11/01/1996 360
600054847 GOTBERG PAUL D 1579031600 $757.38 11/01/1996 360
600054848 MARTINI STEVEN 1580032780 $593.96 11/01/1996 360
600054849 CUMMINGS-SAXTON JAMES 1580035482 $1,691.61 11/01/1996 360
600054850 HATEM PAULA J 1580035857 $1,878.17 11/01/1996 360
600054851 MAZZEO FRANK A 1580036055 $3,246.24 11/01/1996 360
600054852 LEONG DEBORAH J 1580036510 $692.03 11/01/1996 360
600054853 CHEN LOREN DWO 1580036714 $913.17 11/01/1996 360
600054854 PAPA JANET E 1580036758 $315.42 11/01/1996 360
600054855 ROSA RICHARD F 1580036995 $1,790.21 11/01/1996 360
<CAPTION>
PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # BORROWER CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
------ -------------------- ---- ----- ---- ------ ------ ------ ----- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
600054842 COMERFORD JOHN $400,000.00 N
600054843 STOUDT REINHARD J $375,000.00 N
600054844 THOMPSON JAMES G $212,500.00 N
600054845 TURF CHRISTOPHER M $294,000.00 N
600054846 BEDBURY TERRY M $365,000.00 N
600054847 GOTBERG PAUL D $124,000.00 N
600054848 MARTINI STEVEN $120,000.00 N
600054849 CUMMINGS-SAXTON JAMES $325,000.00 N
600054850 HATEM PAULA J $344,000.00 N
600054851 MAZZEO FRANK A $510,000.00 N
600054852 LEONG DEBORAH J $131,000.00 N
600054853 CHEN LOREN DWO $149,000.00 N
600054854 PAPA JANET E $56,000.00 N
600054855 ROSA RICHARD F $377,000.00 N
</TABLE>
<PAGE>
Page 39
RUN DATE: 11/19/1996 PNC MORTGAGE SECURITIES CORP.
TIME: 15:55:51 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 11/19/1996
POOL NUMBER: 1385 POOL NAME: 1996-3
<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
600054856 LANE MINDY B 1097 PHENIX AVENUE CRANSTON RI 02921 $175,396.38
600054857 ZARTMAN SR KARL RT 8 BOX 309 AVENUE MARIETTA OH 45750 $47,148.23
600054858 PFAFF MICHAEL R 4225 WEST DRIVE HILLSDALE MI 49242 $92,753.13
600054859 DOUGLAS ROBERT K 803 EVANS SAINT LOUIS MO 63122 $48,974.59
600054860 WILKENS PETER T 131 TAMOSHANTER CRETE IL 60417 $249,840.58
600054861 WILSON THOMAS D 117 PLANT WEBSTER GROVES MO 63119 $178,911.95
600054862 SWANSON JIMMY D 1367 LAKEVIEW DRIVE SHARPS CHAPEL TN 37866 $349,793.36
600054863 NORMAN ROBERT L 6600 LAMMIE BRANCH LANE KNOXVILLE TN 37938 $235,516.04
600054864 MESSER JR THOMAS 1119 MARY KAY DRIVE SEVIERVILLE TN 37862 $87,154.80
600054865 GEHM PAMELA 3013 FURMAN BLVD LOUISVILLE KY 40220 $65,557.09
600054866 PELAGGI GABRIEL 15 SHELDON COURT EAST HANOVER NJ 07936 $196,395.43
600054867 BRISBON DELORES 241 S 6TH ST #2201K PHILADELPHIA PA 19106 $260,344.26
600054868 WEXLER BRUCE J 9 WINCHESTER DRIVE SCOTCH PLAINS NJ 07076 $299,606.17
600054869 ACHREKAR BHARAT 146 YORKSHIRE DRIVE MORGANVILLE NJ 07751 $318,339.62
<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
600054856 LANE MINDY B 8.625 .250 8.375 .0400 8.335 10/01/2026
600054857 ZARTMAN SR KARL 9.000 .250 8.750 .0400 8.710 09/01/2026
600054858 PFAFF MICHAEL R 9.375 .250 9.125 .0400 9.085 10/01/2026
600054859 DOUGLAS ROBERT K 9.250 .250 9.000 .0400 8.960 10/01/2026
600054860 WILKENS PETER T 8.250 .250 8.000 .0400 7.960 10/01/2026
600054861 WILSON THOMAS D 9.500 .250 9.250 .0400 9.210 10/01/2026
600054862 SWANSON JIMMY D 8.625 .250 8.375 .0400 8.335 10/01/2026
600054863 NORMAN ROBERT L 8.500 .250 8.250 .0400 8.210 10/01/2026
600054864 MESSER JR THOMAS 9.250 .250 9.000 .0400 8.960 10/01/2026
600054865 GEHM PAMELA 8.125 .250 7.875 .0400 7.835 10/01/2026
600054866 PELAGGI GABRIEL 9.125 .250 8.875 .0400 8.835 10/01/2026
600054867 BRISBON DELORES 8.375 .250 8.125 .0400 8.085 07/01/2026
600054868 WEXLER BRUCE J 8.125 .250 7.875 .0400 7.835 09/01/2026
600054869 ACHREKAR BHARAT 8.125 .250 7.875 .0400 7.835 09/01/2026
<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
------ -------------------- --------------- --------- -- -------- ----
<S> <C> <C> <C> <C> <C> <C>
600054856 LANE MINDY B 1580037262 $1,365.03 11/01/1996 360
600054857 ZARTMAN SR KARL 1581062786 $379.79 11/01/1996 360
600054858 PFAFF MICHAEL R 1581068308 $771.87 11/01/1996 360
600054859 DOUGLAS ROBERT K 1583031488 $403.12 11/01/1996 360
600054860 WILKENS PETER T 1583032618 $1,878.17 11/01/1996 360
600054861 WILSON THOMAS D 1583033723 $1,505.13 11/01/1996 360
600054862 SWANSON JIMMY D 1585025249 $2,722.27 11/01/1996 360
600054863 NORMAN ROBERT L 1585033531 $1,812.33 11/01/1996 360
600054864 MESSER JR THOMAS 1585034319 $717.37 11/01/1996 360
600054865 GEHM PAMELA 1585034341 $487.08 11/01/1996 360
600054866 PELAGGI GABRIEL 1587028645 $1,598.79 11/01/1996 360
600054867 BRISBON DELORES 1587030115 $1,983.79 12 11/01/1996 360
600054868 WEXLER BRUCE J 1587037089 $2,227.50 11/01/1996 360
600054869 ACHREKAR BHARAT 1587037963 $2,368.57 12 11/01/1996 360
<CAPTION>
PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # BORROWER CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
------ -------------------- ---- ----- ---- ------ ------ ------ ----- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
600054856 LANE MINDY B $275,000.00 N
600054857 ZARTMAN SR KARL $59,000.00 N
600054858 PFAFF MICHAEL R $116,000.00 N
600054859 DOUGLAS ROBERT K $79,500.00 N
600054860 WILKENS PETER T $325,530.00 N
600054861 WILSON THOMAS D $305,000.00 N
600054862 SWANSON JIMMY D $445,000.00 N
600054863 NORMAN ROBERT L $319,000.00 N
600054864 MESSER JR THOMAS $109,000.00 N
600054865 GEHM PAMELA $82,000.00 N
600054866 PELAGGI GABRIEL $401,000.00 N
600054867 BRISBON DELORES $290,000.00 N
600054868 WEXLER BRUCE J $400,000.00 N
600054869 ACHREKAR BHARAT $369,000.00 N
</TABLE>
<PAGE>
Page 40
RUN DATE: 11/19/1996 PNC MORTGAGE SECURITIES CORP.
TIME: 15:55:51 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 11/19/1996
POOL NUMBER: 1385 POOL NAME: 1996-3
<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
600054870 BAUM STELLA 1512 PALISADE AVENUE FORT LEE NJ 07024 $581,078.16
600054871 ROGERS CHRISTOPHER D 3125 ADAMS DRIVE HAMPSTEAD MD 21074 $212,476.09
600054872 GOMEZ HENRY 3574TH STREET NORTH BERGEN NJ 07047 $223,071.58
600054873 KORNBLUH DENNIS C 14 RONARM DRIVE MOUNTAIN LAKES NJ 07046 $254,689.95
600054874 SANKOWICZ THOMAS J 143 TAUNTON BLVD MEDFORD NJ 08055 $140,325.28
600054875 CALDWELL DANIEL J 22 STOUT DRIVE HILLSBOROUGH NJ 08502 $305,419.57
600054876 HURLOCK III ALFRED 209 ANDREWS STREET BETHANY BRACH DE 19930 $135,921.75
600054877 VENEZIA JR CARL 1003 PLYMOUTH ROAD NORRISTOWN PA 19401 $69,960.75
600054878 BARNES GARY L 1710 LANDON HILL ROAD VIENNA VA 22182 $395,947.36
600054879 LUGO OLGA 550 HUNTING LODGE DRIVE MIAMI SPRINGS FL 33166 $143,822.46
600054880 LOFFREDO RICHARD L 13700 CARLTON DRIVE DAVID FL 33330 $322,914.11
600054881 KOENITZER MARIO 2338 SW 24TH TERRACE MIAMI FL 33145 $147,912.62
600054882 ZOONTARANUSORN DHEERA 8465 SW 96TH STREET MIAMI FL 33156 $171,396.10
600054883 PARKULO MARK A 6160 SAINT ANDREWS COUR PONTE VEDRA BEA FL 32082 $321,368.71
<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
600054870 BAUM STELLA 8.750 .250 8.500 .0400 8.460 09/01/2026
600054871 ROGERS CHRISTOPHER D 8.250 .250 8.000 .0400 7.960 09/01/2026
600054872 GOMEZ HENRY 8.750 .250 8.500 .0400 8.460 10/01/2026
600054873 KORNBLUH DENNIS C 8.500 .250 8.250 .0400 8.210 09/01/2026
600054874 SANKOWICZ THOMAS J 9.125 .250 8.875 .0400 8.835 10/01/2026
600054875 CALDWELL DANIEL J 8.625 .250 8.375 .0400 8.335 10/01/2026
600054876 HURLOCK III ALFRED 8.750 .250 8.500 .0400 8.460 10/01/2026
600054877 VENEZIA JR CARL 8.875 .250 8.625 .0400 8.585 10/01/2026
600054878 BARNES GARY L 8.250 .250 8.000 .0400 7.960 10/01/2026
600054879 LUGO OLGA 8.750 .250 8.500 .0400 8.460 08/01/2026
600054880 LOFFREDO RICHARD L 8.750 .250 8.500 .0400 8.460 10/01/2026
600054881 KOENITZER MARIO 8.625 .250 8.375 .0400 8.335 10/01/2026
600054882 ZOONTARANUSORN DHEERA 8.500 .250 8.250 .0400 8.210 10/01/2026
600054883 PARKULO MARK A 8.625 .250 8.375 .0400 8.335 09/01/2026
<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
------ -------------------- --------------- --------- -- -------- ----
<S> <C> <C> <C> <C> <C> <C>
600054870 BAUM STELLA 1587038605 $4,576.63 11/01/1996 360
600054871 ROGERS CHRISTOPHER D 1587039845 $1,598.70 18 11/01/1996 360
600054872 GOMEZ HENRY 1587040673 $1,755.92 12 11/01/1996 360
600054873 KORNBLUH DENNIS C 1587041494 $1,960.73 11/01/1996 360
600054874 SANKOWICZ THOMAS J 1587042409 $1,142.35 11/01/1996 360
600054875 CALDWELL DANIEL J 1587042839 $2,376.93 12 11/01/1996 360
600054876 HURLOCK III ALFRED 1587043591 $1,069.92 11/01/1996 360
600054877 VENEZIA JR CARL 1587043649 $556.96 11/01/1996 360
600054878 BARNES GARY L 1587043707 $2,976.52 11/01/1996 360
600054879 LUGO OLGA 1589054894 $1,140.72 11/01/1996 360
600054880 LOFFREDO RICHARD L 1589065325 $2,541.83 1 11/01/1996 360
600054881 KOENITZER MARIO 1589069938 $1,151.13 11/01/1996 360
600054882 ZOONTARANUSORN DHEERA 1589071408 $1,318.69 11/01/1996 360
600054883 PARKULO MARK A 1590018800 $2,502.54 11/01/1996 360
<CAPTION>
PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # BORROWER CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
------ -------------------- ---- ----- ---- ------ ------ ------ ----- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
600054870 BAUM STELLA $895,000.00 N
600054871 ROGERS CHRISTOPHER D $247,500.00 N
600054872 GOMEZ HENRY $235,000.00 N
600054873 KORNBLUH DENNIS C $325,000.00 N
600054874 SANKOWICZ THOMAS J $216,000.00 N
600054875 CALDWELL DANIEL J $321,700.00 N
600054876 HURLOCK III ALFRED $221,000.00 N
600054877 VENEZIA JR CARL $162,000.00 N
600054878 BARNES GARY L $495,263.00 N
600054879 LUGO OLGA $198,000.00 N
600054880 LOFFREDO RICHARD L $359,000.00 N
600054881 KOENITZER MARIO $185,000.00 N
600054882 ZOONTARANUSORN DHEERA $245,000.00 N
600054883 PARKULO MARK A $429,000.00 N
</TABLE>
<PAGE>
Page 41
RUN DATE: 11/19/1996 PNC MORTGAGE SECURITIES CORP.
TIME: 15:55:51 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 11/19/1996
POOL NUMBER: 1385 POOL NAME: 1996-3
<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
600054884 HENNIGAN NED M 16180 WESTRIDGE KNOLL CHINO HILLS CA 91709 $413,914.95
600054885 CAREY ROBERT THOMAS 1194 MORNINGSIDE DRIVE LAGUNA BEACH CA 92651 $431,751.45
600054886 HENDRICKSON CHRIS D 27632 CORNICHE DRIVE MISSION VIEJO CA 92692 $239,043.52
600054887 PACK JR JOHN 9249 BURTON WAY 204 BEVERLY HILLS CA 90210 $303,380.66
600054888 SANTOS MARIA FATIMA 9909 NOVARA LANE CYPRESS CA 90630 $294,126.24
600054890 MORTON JR DONALD 26718 HAWKHURST DRIVE RANCHO PALOS VE CA 90275 $428,793.31
600054891 SARRIS NICK A 2359 GILLINGHAM CIRCLE THOUSAND OAKS CA 91362 $223,810.79
600054893 FREEMAN SCOTT D 29729 WEST ALAN DRIVE AGOURA CA 91301 $416,160.42
600054895 CASEY GEORGE V 10575 SELKIRK LANE LOS ANGELES CA 90077 $639,659.41
600054896 FINE SHOLOM 462 NORTH MCCADDEN PLAC LOS ANGELES CA 90004 $649,563.86
600054897 ROSENBLUM CRAIG STEVEN 9255 DOHENY ROAD WEST HOLLYWOOD CA 90069 $245,691.25
600054898 RODRIGUEZWILSON MARUJA 21537 PACIFIC COAST HIL MALIBU CA 90265 $249,680.06
600054899 SCIARRILLO SAM F 521 PASEO GRANDE THOUSAND OAKS CA 91320 $239,854.60
600054900 BERNETT TIMOTHY 4440 MORSE AVENUE STUDIO CITY CA 91604 $223,849.69
<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
600054884 HENNIGAN NED M 7.875 .250 7.625 .0400 7.585 10/01/2026
600054885 CAREY ROBERT THOMAS 8.750 .250 8.500 .0400 8.460 10/01/2026
600054886 HENDRICKSON CHRIS D 8.125 .250 7.875 .0400 7.835 10/01/2026
600054887 PACK JR JOHN 8.500 .250 8.250 .0400 8.210 09/01/2026
600054888 SANTOS MARIA FATIMA 8.625 .250 8.375 .0400 8.335 10/01/2026
600054890 MORTON JR DONALD 8.375 .250 8.125 .0400 8.085 08/01/2026
600054891 SARRIS NICK A 8.375 .250 8.125 .0400 8.085 10/01/2026
600054893 FREEMAN SCOTT D 8.750 .250 8.500 .0400 8.460 10/01/2026
600054895 CASEY GEORGE V 9.125 .250 8.875 .0400 8.835 10/01/2026
600054896 FINE SHOLOM 8.000 .250 7.750 .0400 7.710 10/01/2026
600054897 ROSENBLUM CRAIG STEVEN 8.250 .250 8.000 .0400 7.960 10/01/2026
600054898 RODRIGUEZWILSON MARUJA 8.250 .250 8.000 .0400 7.960 09/01/2026
600054899 SCIARRILLO SAM F 8.500 .250 8.250 .0400 8.210 10/01/2026
600054900 BERNETT TIMOTHY 8.000 .250 7.750 .0400 7.710 10/01/2026
<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
------ -------------------- --------------- --------- -- -------- ----
<S> <C> <C> <C> <C> <C> <C>
600054884 HENNIGAN NED M 1595005930 $3,003.24 11/01/1996 360
600054885 CAREY ROBERT THOMAS 1595006761 $3,398.55 11/01/1996 360
600054886 HENDRICKSON CHRIS D 1595008177 $1,776.06 2 11/01/1996 360
600054887 PACK JR JOHN 1595009191 $2,335.58 12 11/01/1996 360
600054888 SANTOS MARIA FATIMA 1595009952 $2,289.04 2 11/01/1996 360
600054890 MORTON JR DONALD 1596007602 $3,265.28 11/01/1996 360
600054891 SARRIS NICK A 1596009380 $1,702.19 11/01/1996 360
600054893 FREEMAN SCOTT D 1596009980 $3,275.83 12 11/01/1996 360
600054895 CASEY GEORGE V 1596010039 $5,207.26 11/01/1996 360
600054896 FINE SHOLOM 1596010414 $4,769.47 11/01/1996 360
600054897 ROSENBLUM CRAIG STEVEN 1596010618 $1,848.12 11/01/1996 360
600054898 RODRIGUEZWILSON MARUJA 1596010709 $1,878.17 11/01/1996 360
600054899 SCIARRILLO SAM F 1596010800 $1,845.40 11/01/1996 360
600054900 BERNETT TIMOTHY 1596010888 $1,643.64 11/01/1996 360
<CAPTION>
PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # BORROWER CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
------ -------------------- ---- ----- ---- ------ ------ ------ ----- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
600054884 HENNIGAN NED M $530,000.00 N
600054885 CAREY ROBERT THOMAS $775,000.00 N
600054886 HENDRICKSON CHRIS D $281,500.00 N
600054887 PACK JR JOHN $337,500.00 N
600054888 SANTOS MARIA FATIMA $327,025.00 N
600054890 MORTON JR DONALD $537,000.00 N
600054891 SARRIS NICK A $319,950.00 N
600054893 FREEMAN SCOTT D $489,900.00 N
600054895 CASEY GEORGE V $800,000.00 N
600054896 FINE SHOLOM $827,000.00 N
600054897 ROSENBLUM CRAIG STEVEN $307,500.00 N
600054898 RODRIGUEZWILSON MARUJA $500,000.00 N
600054899 SCIARRILLO SAM F $320,000.00 N
600054900 BERNETT TIMOTHY $280,000.00 N
</TABLE>
<PAGE>
Page 42
RUN DATE: 11/19/1996 PNC MORTGAGE SECURITIES CORP.
TIME: 15:55:51 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 11/19/1996
POOL NUMBER: 1385 POOL NAME: 1996-3
<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
600054901 YELLIN JACQUELINE 3019 3RD STREET 301 SANTA MONICA CA 90405 $395,766.20
600054902 MORRISON LAWRENCE H 27187 SEA VISTA DRIVE MALIBU CA 90265 $399,757.67
600054903 EVANGELISTA EDILBERTO 4605 WINNETKA CIRCLE WOODLAND HILLS CA 91364 $375,754.04
600054904 WILLIS ROBERTA D 1854 NORTH SECOND AVENU UPLAND CA 91784 $63,964.11
600054905 PARTAIN RONALD H 7010 WINCHESTER DRIVE MOORPARK CA 93021 $443,187.50
600054906 USTIN STEVE 26174 PACIFIC COAST HIL MALIBU CA 90265 $454,793.28
600054907 BROWN HARRIET R 14939 NEER LANE HILLSBORO VA 20132 $649,096.80
600054908 REGER LAWRENCE L 5101 44TH STREET NW WASHINGTON DC 20016 $257,826.89
600054909 BAYH BIRCH 3805 BLACKTHORN STREET CHEVY CHASE MD 20815 $300,000.00
600054910 KING JR FREDERICK 816 TOLLAND STAGE ROAD TOLLAND CT 06084 $260,733.64
600054911 GRIGSBY MICHAEL 5545 WEST MISTY WILLO PHOENIX AZ 85310 $336,570.67
600054912 BIANCO JR SAL 210 NEPTUNE WALK BAY SHORE NY 11706 $155,092.57
600054913 TALAMAS PHILIP N 240 EAST 76TH STREET NEW YORK NY 10021 $147,824.61
600054914 BISSO DONNA 1850 211TH STREET APT FLUSHING NY 11360 $19,975.04
<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
600054901 YELLIN JACQUELINE 8.625 .250 8.375 .0400 8.335 10/01/2026
600054902 MORRISON LAWRENCE H 8.500 .250 8.250 .0400 8.210 10/01/2026
600054903 EVANGELISTA EDILBERTO 8.125 .250 7.875 .0400 7.835 10/01/2026
600054904 WILLIS ROBERTA D 8.875 .250 8.625 .0400 8.585 10/01/2026
600054905 PARTAIN RONALD H 8.500 .250 8.250 .0400 8.210 10/01/2026
600054906 USTIN STEVE 9.875 .250 9.625 .0400 9.585 10/01/2026
600054907 BROWN HARRIET R 8.125 .250 7.875 .0400 7.835 09/01/2026
600054908 REGER LAWRENCE L 8.000 .250 7.750 .0400 7.710 10/01/2026
600054909 BAYH BIRCH 8.000 .250 7.750 .0400 7.710 11/01/2026
600054910 KING JR FREDERICK 8.250 .250 8.000 .0400 7.960 10/01/2026
600054911 GRIGSBY MICHAEL 8.750 .250 8.500 .0400 8.460 09/01/2021
600054912 BIANCO JR SAL 9.375 .250 9.125 .0400 9.085 09/01/2026
600054913 TALAMAS PHILIP N 8.625 .250 8.375 .0400 8.335 09/01/2026
600054914 BISSO DONNA 8.375 .250 8.125 .0400 8.085 09/01/2026
<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
------ -------------------- --------------- --------- -- -------- ----
<S> <C> <C> <C> <C> <C> <C>
600054901 YELLIN JACQUELINE 1596011483 $3,080.05 11/01/1996 360
600054902 MORRISON LAWRENCE H 1596011508 $3,075.66 11/01/1996 360
600054903 EVANGELISTA EDILBERTO 1596011519 $2,791.79 11/01/1996 360
600054904 WILLIS ROBERTA D 1596011767 $509.22 11/01/1996 360
600054905 PARTAIN RONALD H 1596012169 $3,460.12 11/01/1996 360
600054906 USTIN STEVE 1596012919 $3,950.99 11/01/1996 360
600054907 BROWN HARRIET R 1761092744 $4,825.86 11/01/1996 360
600054908 REGER LAWRENCE L 1761095072 $1,893.11 11/01/1996 360
600054909 BAYH BIRCH 1761095221 $2,201.29 11/01/1996 360
600054910 KING JR FREDERICK 1817106954 $1,960.05 2 11/01/1996 360
600054911 GRIGSBY MICHAEL 1512031411 $2,772.27 11/01/1996 300
600054912 BIANCO JR SAL 1106013010 $1,291.30 11/01/1996 360
600054913 TALAMAS PHILIP N 1111056340 $1,151.13 11/01/1996 360
600054914 BISSO DONNA 1111058492 $152.02 11/01/1996 360
<CAPTION>
PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # BORROWER CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
------ -------------------- ---- ----- ---- ------ ------ ------ ----- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
600054901 YELLIN JACQUELINE $495,000.00 N
600054902 MORRISON LAWRENCE H $730,000.00 N
600054903 EVANGELISTA EDILBERTO $470,000.00 N
600054904 WILLIS ROBERTA D $195,000.00 N
600054905 PARTAIN RONALD H $665,000.00 N
600054906 USTIN STEVE $650,000.00 N
600054907 BROWN HARRIET R $975,000.00 N
600054908 REGER LAWRENCE L $322,500.00 N
600054909 BAYH BIRCH $650,000.00 N
600054910 KING JR FREDERICK $289,900.00 N
600054911 GRIGSBY MICHAEL $490,000.00 N
600054912 BIANCO JR SAL $207,000.00 N
600054913 TALAMAS PHILIP N $185,000.00 N
600054914 BISSO DONNA $40,000.00 N
</TABLE>
<PAGE>
Page 43
RUN DATE: 11/19/1996 PNC MORTGAGE SECURITIES CORP.
TIME: 15:55:51 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 11/19/1996
POOL NUMBER: 1385 POOL NAME: 1996-3
<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
600054915 ANDERSON GARY 19 OAK BROOK LANE MERRICK NY 11566 $227,715.57
600054916 WILLDEN CAL N 8265 SW 179 TERRACE MIAMI FL 33157 $209,694.73
600054917 MANIGAULT DAVID A 1190 ALAMO PINTADO ROAD SOLVANG CA 93463 $343,602.72
600054918 MAGGIORE STEPHEN 5 SPENCER COURT ORANGEBURG NY 10962 $167,120.18
600054920 BLANDFORD WILLIAM ALLE 5658 CHEENA DRIVE HOUSTON TX 77096 $211,631.39
600054922 STOUT CHARLES C 16323 BROOK FOREST DRIV HOUSTON TX 77059 $215,614.65
600054923 BUCHANAN DOUG W 747 KESSLER LAKE DRIVE DALLAS TX 75208 $301,160.69
600054925 CINI DAVID 9207 WHITALL LANE GROSSE ILE MI 48138 $111,572.13
600054926 DONAHUE DAVID JEROME 3500 RANCHVIEW TERRACE FORT WORTH TX 76109 $505,073.88
600054927 NEGLEY SUSAN CLEMENTS 127 THELMA DRIVE SAN ANTONIO TX 78212 $324,604.83
600054928 ERNST BETTINA H 4408 GREENBRIER DALLAS TX 75205 $189,131.32
600054929 CALDWELL GUITTAR EDEA 7939 MOUNT CARMEL ROAD GAY GA 30218 $131,847.55
600054930 WALT JOHN D 180 PLUM NELLY ROAD ATHENS GA 30606 $209,738.02
600054931 WILSON CICERO 1380 CHELSEY LANE ALPHARETTA GA 30201 $232,723.87
<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
600054915 ANDERSON GARY 8.375 .250 8.125 .0400 8.085 09/01/2026
600054916 WILLDEN CAL N 8.500 .250 8.250 .0400 8.210 09/01/2026
600054917 MANIGAULT DAVID A 8.750 .250 8.500 .0400 8.460 09/01/2026
600054918 MAGGIORE STEPHEN 8.875 .250 8.625 .0400 8.585 07/01/2026
600054920 BLANDFORD WILLIAM ALLE 8.750 .250 8.500 .0400 8.460 08/01/2026
600054922 STOUT CHARLES C 8.625 .250 8.375 .0400 8.335 08/01/2026
600054923 BUCHANAN DOUG W 8.875 .250 8.625 .0400 8.585 09/01/2026
600054925 CINI DAVID 9.500 .250 9.250 .0400 9.210 09/01/2026
600054926 DONAHUE DAVID JEROME 8.500 .250 8.250 .0400 8.210 08/01/2026
600054927 NEGLEY SUSAN CLEMENTS 8.500 .250 8.250 .0400 8.210 09/01/2026
600054928 ERNST BETTINA H 8.750 .250 8.500 .0400 8.460 09/01/2026
600054929 CALDWELL GUITTAR EDEA 8.750 .250 8.500 .0400 8.460 09/01/2026
600054930 WALT JOHN D 8.375 .250 8.125 .0400 8.085 09/01/2026
600054931 WILSON CICERO 8.625 .250 8.375 .0400 8.335 09/01/2026
<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
------ -------------------- --------------- --------- -- -------- ----
<S> <C> <C> <C> <C> <C> <C>
600054915 ANDERSON GARY 1111058528 $1,732.97 11/01/1996 360
600054916 WILLDEN CAL N 1311268604 $1,614.33 14 11/01/1996 360
600054917 MANIGAULT DAVID A 1485000574 $2,706.25 11/01/1996 360
600054918 MAGGIORE STEPHEN 1500211595 $1,332.71 11/01/1996 360
600054920 BLANDFORD WILLIAM ALLE 1504045126 $1,667.81 11/01/1996 360
600054922 STOUT CHARLES C 1504056847 $1,680.03 14 11/01/1996 360
600054923 BUCHANAN DOUG W 1504066567 $2,398.87 12 11/01/1996 360
600054925 CINI DAVID 1507164777 $941.76 11/01/1996 360
600054926 DONAHUE DAVID JEROME 1525000669 $3,890.70 11/01/1996 360
600054927 NEGLEY SUSAN CLEMENTS 1526000890 $2,498.97 11/01/1996 360
600054928 ERNST BETTINA H 1563128372 $1,489.62 11/01/1996 360
600054929 CALDWELL GUITTAR EDEA 1566075294 $1,038.45 11/01/1996 360
600054930 WALT JOHN D 1566076286 $1,596.16 11/01/1996 360
600054931 WILSON CICERO 1566076719 $1,812.26 2 11/01/1996 360
<CAPTION>
PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # BORROWER CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
------ -------------------- ---- ----- ---- ------ ------ ------ ----- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
600054915 ANDERSON GARY $285,000.00 N
600054916 WILLDEN CAL N $221,000.00 N
600054917 MANIGAULT DAVID A $430,000.00 N
600054918 MAGGIORE STEPHEN $367,500.00 N
600054920 BLANDFORD WILLIAM ALLE $265,000.00 N
600054922 STOUT CHARLES C $240,000.00 N
600054923 BUCHANAN DOUG W $335,000.00 N
600054925 CINI DAVID $160,000.00 N
600054926 DONAHUE DAVID JEROME $632,500.00 N
600054927 NEGLEY SUSAN CLEMENTS $579,000.00 N
600054928 ERNST BETTINA H $252,500.00 N
600054929 CALDWELL GUITTAR EDEA $165,000.00 N
600054930 WALT JOHN D $360,000.00 N
600054931 WILSON CICERO $259,900.00 N
</TABLE>
<PAGE>
Page 44
RUN DATE: 11/19/1996 PNC MORTGAGE SECURITIES CORP.
TIME: 15:55:51 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 11/19/1996
POOL NUMBER: 1385 POOL NAME: 1996-3
<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
600054933 HOLCOMBE DEANNA Z 22 CEDARWOOD ROAD ASHEVILLE NC 28803 $104,835.43
600054935 BELL ARLAND D 9561 LOCK AWE DRIVE SOUTH JORDAN UT 84095 $142,626.37
600054936 NORD GARY G 9250 PAINESVILLEWARRE CONCORD OH 44077 $283,672.01
600054937 COOPER GARY L 7204 INDIAN WELLS DRIVE YPSILANTI MI 48197 $104,795.50
600054938 MAHDAVI MOHAMAD 906 WESTWOOD DRIVE VIENNA VA 22180 $194,807.40
600054939 HERSHKOWITZ ALAN 16088 VIA MONREVERDE DELRAY BEACH FL 33446 $397,478.41
600054941 REEN ROBERT F 6736 BERNADEAN BLVD PUNTA GORDA FL 33950 $37,459.92
600054942 TURNER JR CLIFFORD 188 COASTAL OAK CIRCLE PONTE VEDRA BEA FL 32082 $245,511.22
600054943 WOLLARD DEBORAH L 250 FALLBROOK COURT EAST DUNDEE IL 60118 $244,702.11
600054944 COLLINS JEFFREY M 19815 GREGGSVILLE ROAD PURCELLVILLE VA 22132 $369,305.24
600054945 THOMAS KENNETH A 15 TWINBROOK ROAD WOODBRIDGE CT 06525 $435,260.40
600054987 AVERY 16204 SOUTH 14TH DRIVE PHOENIX AZ 85045 $240,350.00
600054988 MASSILLON 1211 DECATUR STREET NW WASHINGTON DC 20011 $84,957.07
600054989 BOYUM 19715 STIEG RD. ROGERS MN 55374 $143,675.00
<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
600054933 HOLCOMBE DEANNA Z 9.250 .250 9.000 .0400 8.960 08/01/2026
600054935 BELL ARLAND D 8.500 .250 8.250 .0400 8.210 09/01/2026
600054936 NORD GARY G 8.750 .250 8.500 .0400 8.460 09/01/2026
600054937 COOPER GARY L 9.500 .250 9.250 .0400 9.210 09/01/2026
600054938 MAHDAVI MOHAMAD 9.500 .250 9.250 .0400 9.210 09/01/2026
600054939 HERSHKOWITZ ALAN 8.625 .250 8.375 .0400 8.335 09/01/2026
600054941 REEN ROBERT F 9.125 .250 8.875 .0400 8.835 09/01/2026
600054942 TURNER JR CLIFFORD 8.625 .250 8.375 .0400 8.335 08/01/2026
600054943 WOLLARD DEBORAH L 8.500 .250 8.250 .0400 8.210 09/01/2026
600054944 COLLINS JEFFREY M 8.375 .250 8.125 .0400 8.085 08/01/2026
600054945 THOMAS KENNETH A 8.000 .250 7.750 .0400 7.710 09/01/2026
600054987 AVERY 8.500 .250 8.250 .0400 8.210 11/01/2026
600054988 MASSILLON 9.375 .250 9.125 .0400 9.085 10/01/2026
600054989 BOYUM 8.125 .250 7.875 .0400 7.835 11/01/2026
<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
------ -------------------- --------------- --------- -- -------- ----
<S> <C> <C> <C> <C> <C> <C>
600054933 HOLCOMBE DEANNA Z 1577032078 $863.81 11/01/1996 360
600054935 BELL ARLAND D 1579028672 $1,098.01 11/01/1996 360
600054936 NORD GARY G 1581057243 $2,234.23 11/01/1996 360
600054937 COOPER GARY L 1581059908 $882.90 11/01/1996 360
600054938 MAHDAVI MOHAMAD 1587040582 $1,639.67 11/01/1996 360
600054939 HERSHKOWITZ ALAN 1589040991 $3,095.22 11/01/1996 360
600054941 REEN ROBERT F 1589062575 $305.12 11/01/1996 360
600054942 TURNER JR CLIFFORD 1590017115 $1,912.98 18 11/01/1996 360
600054943 WOLLARD DEBORAH L 1601141170 $1,883.84 12 11/01/1996 360
600054944 COLLINS JEFFREY M 1761089896 $2,812.27 11/01/1996 360
600054945 THOMAS KENNETH A 1817101236 $3,199.21 11/01/1996 360
600054987 AVERY 4787981 $1,848.09 12 11/01/1996 360
600054988 MASSILLON 5063035 $706.99 11/01/1996 360
600054989 BOYUM 8991481 $1,066.78 11/01/1996 360
<CAPTION>
PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # BORROWER CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
------ -------------------- ---- ----- ---- ------ ------ ------ ----- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
600054933 HOLCOMBE DEANNA Z $153,000.00 N
600054935 BELL ARLAND D $178,500.00 N
600054936 NORD GARY G $355,000.00 N
600054937 COOPER GARY L $132,000.00 N
600054938 MAHDAVI MOHAMAD $300,000.00 N
600054939 HERSHKOWITZ ALAN $499,726.00 N
600054941 REEN ROBERT F $50,000.00 N
600054942 TURNER JR CLIFFORD $258,900.00 N
600054943 WOLLARD DEBORAH L $258,258.00 N
600054944 COLLINS JEFFREY M $480,000.00 N
600054945 THOMAS KENNETH A $545,000.00 N
600054987 AVERY $253,000.00 N
600054988 MASSILLON $200,000.00 N
600054989 BOYUM $278,000.00 N
</TABLE>
<PAGE>
Page 45
RUN DATE: 11/19/1996 PNC MORTGAGE SECURITIES CORP.
TIME: 15:55:51 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 11/19/1996
POOL NUMBER: 1385 POOL NAME: 1996-3
<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
600054990 FULLER 4601 WICOMICO AVENUE BELTSVILLE MD 20705 $85,000.00
600054991 JANSEN 10530 E. OAKWOOD DRIVE TUCSON AZ 85749 $96,000.00
600054992 COLE 1239 HARTFORD CIRCLE FAIRFIELD CA 94533 $69,000.00
600054993 FISHER 2923 EAST ANNE MARIE DRIV SALT LAKE CITY UT 84121 $260,000.00
600054994 SWANSON 6029 SQUIRRELWOOD COURT CINCINNATI OH 45247 $385,000.00
600054995 RUGGIERO ANGELO D 1 STERLING PLACE RANCHO MIRAGE CA 92270 $274,833.41
600054996 VILASI JOHN 6 VILLAGE GREEN PORT CHESTER NY 10573 $149,904.35
600054997 MULLIGAN DAVID J 181 POINT BREEZE DRIVE WEST MILFORD NJ 07480 $95,148.00
600054998 BAIM STEVEN W 4142 VANETTA PLACE STUDIO CITY CA 91604 $324,827.04
600054999 KASLER GREGORY A 3940 N W 11 STREET COCONUT CREEK FL 33066 $92,898.02
600055000 ROPER JR ROBERT 1370 WILD AZAELA LANE ATHENS GA 30606 $335,791.16
600055001 OAK GENE L 243 SIMPSON STREET TAOS NM 87571 $95,951.52
600055002 POLAND THOMAS A 1440 MARINA POINTE BLVD ORION TWP MI 48359 $254,820.02
600055003 SILVAS DAVID M 13377 WYNGATE POINT SAN DIEGO CA 92130 $421,344.59
<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
600054990 FULLER 8.250 .250 8.000 .0400 7.960 11/01/2026
600054991 JANSEN 9.000 .250 8.750 .0400 8.710 11/01/2026
600054992 COLE 9.000 .250 8.750 .0400 8.710 11/01/2026
600054993 FISHER 8.250 .250 8.000 .0400 7.960 11/01/2026
600054994 SWANSON 8.500 .250 8.250 .0400 8.210 11/01/2026
600054995 RUGGIERO ANGELO D 8.500 .250 8.250 .0400 8.210 10/01/2026
600054996 VILASI JOHN 8.250 .250 8.000 .0400 7.960 10/01/2026
600054997 MULLIGAN DAVID J 9.000 .250 8.750 .0400 8.710 10/01/2026
600054998 BAIM STEVEN W 9.125 .250 8.875 .0400 8.835 10/01/2026
600054999 KASLER GREGORY A 9.000 .250 8.750 .0400 8.710 09/01/2026
600055000 ROPER JR ROBERT 8.375 .250 8.125 .0400 8.085 10/01/2026
600055001 OAK GENE L 9.375 .250 9.125 .0400 9.085 10/01/2026
600055002 POLAND THOMAS A 7.750 .250 7.500 .0400 7.460 10/01/2026
600055003 SILVAS DAVID M 8.500 .250 8.250 .0400 8.210 10/01/2026
<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
------ -------------------- --------------- --------- -- -------- ----
<S> <C> <C> <C> <C> <C> <C>
600054990 FULLER 4916522 $638.58 11/01/1996 360
600054991 JANSEN 5434993 $772.44 11/01/1996 360
600054992 COLE 5187455 $555.19 11/01/1996 360
600054993 FISHER 5392633 $1,953.29 11/01/1996 360
600054994 SWANSON 5409222 $2,960.32 11/01/1996 360
600054995 RUGGIERO ANGELO D 1237000296 $2,114.51 11/01/1996 360
600054996 VILASI JOHN 1500242635 $1,126.90 11/01/1996 360
600054997 MULLIGAN DAVID J 1500248507 $766.00 11/01/1996 360
600054998 BAIM STEVEN W 1506158597 $2,644.31 11/01/1996 360
600054999 KASLER GREGORY A 1511043936 $748.30 11/01/1996 360
600055000 ROPER JR ROBERT 1511046071 $2,553.84 11/01/1996 360
600055001 OAK GENE L 1569150410 $798.48 11/01/1996 360
600055002 POLAND THOMAS A 1587038525 $1,826.86 2 11/01/1996 360
600055003 SILVAS DAVID M 1595008927 $3,241.74 11/01/1996 360
<CAPTION>
PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # BORROWER CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
------ -------------------- ---- ----- ---- ------ ------ ------ ----- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
600054990 FULLER $160,000.00 N
600054991 JANSEN $160,000.00 N
600054992 COLE $115,000.00 N
600054993 FISHER $400,000.00 N
600054994 SWANSON $535,000.00 N
600054995 RUGGIERO ANGELO D $400,000.00 N
600054996 VILASI JOHN $200,000.00 N
600054997 MULLIGAN DAVID J $146,500.00 N
600054998 BAIM STEVEN W $650,000.00 N
600054999 KASLER GREGORY A $132,000.00 N
600055000 ROPER JR ROBERT $420,000.00 N
600055001 OAK GENE L $160,000.00 N
600055002 POLAND THOMAS A $288,415.00 N
600055003 SILVAS DAVID M $527,116.00 N
</TABLE>
<PAGE>
Page 46
RUN DATE: 11/19/1996 PNC MORTGAGE SECURITIES CORP.
TIME: 15:55:51 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 11/19/1996
POOL NUMBER: 1385 POOL NAME: 1996-3
<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
600055005 GHADOUSHI LINDA 527 HANLEY PLACE LOS ANGELES CA 90049 $424,742.54
600055007 ARTHUR CHARLES K 2304 GILLINGHAM CIRCLE THOUSAND OAKS CA 91362 $244,631.53
600055008 CURTIS THOMAS A 274 FOREST DRIVE SOUTH SHORT HILLS NJ 07078 $349,776.81
600055009 LINN DAVID J 3011 MILLSTREAM ROAD MARENGO IL 60152 $398,034.68
<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
600055005 GHADOUSHI LINDA 8.500 .250 8.250 .0400 8.210 10/01/2026
600055007 ARTHUR CHARLES K 7.875 .250 7.625 .0400 7.585 10/01/2026
600055008 CURTIS THOMAS A 8.250 .250 8.000 .0400 7.960 10/01/2026
600055009 LINN DAVID J 7.875 .250 7.625 .0400 7.585 04/01/2026
<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
------ -------------------- --------------- --------- -- -------- ----
<S> <C> <C> <C> <C> <C> <C>
600055005 GHADOUSHI LINDA 1234001805 $3,267.88 11/01/1996 360
600055007 ARTHUR CHARLES K 1561334861 $1,774.97 11/01/1996 360
600055008 CURTIS THOMAS A 1500237373 $2,629.44 11/01/1996 360
600055009 LINN DAVID J 1503101527 $2,900.28 12 11/01/1996 360
<CAPTION>
PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # BORROWER CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
------ -------------------- ---- ----- ---- ------ ------ ------ ----- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
600055005 GHADOUSHI LINDA $575,026.00 N
600055007 ARTHUR CHARLES K $306,080.00 N
600055008 CURTIS THOMAS A $540,000.00 N
600055009 LINN DAVID J $450,000.00 N
</TABLE>
<PAGE>
Page 47
RUN DATE: 11/19/1996 PNC MORTGAGE SECURITIES CORP.
TIME: 15:55:51 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 11/19/1996
POOL NUMBER: 1385 POOL NAME: 1996-3
<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
------ -------------------- --------------- --------- -- -------- ----
<S> <C> <C> <C> <C> <C> <C>
<CAPTION>
PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # BORROWER CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
------ -------------------- ---- ----- ---- ------ ------ ------ ----- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
</TABLE>
<TABLE>
<CAPTION>
LOAN # OF CURRENT PROPERTY ORIG LOAN
COUNT BUYDOWN BALANCE VALUE AMOUNT P & I
----- ------- ------- --------- --------- -----
<S> <C> <C> <C> <C> <C> <C>
** POOL
** TOTAL 634 3 174,193,827.06 235,700,307.00 174,443,485.00 1,351,969.23
</TABLE>
<PAGE>
Exhibit E
SELLING AND SERVICING
CONTRACT
This Selling and Servicing Contract (the "Contract"), made and entered
into by PNC Mortgage Securities Corp. ("Buyer") and the Seller ("Seller")
identified below,
WITNESSETH:
WHEREAS, Seller has submitted a Seller Application to Buyer and has
otherwise been approved by Buyer; and
WHEREAS, Seller has received the Buyer's Selling Guide and the Buyer's
Servicing Guide (the "Guides");
NOW THEREFORE, in consideration of the premises and of the mutual
agreements herein contained, Buyer and Seller hereto agree as follows:
1. GUIDES. The Guides, which set forth the terms and conditions
under which Seller is to sell and service mortgages, are supplements to this
Contract and such Guides, as may be amended or supplemented from time to time,
are incorporated into this Contract in full by reference and made a part hereof
as fully as if set forth at length herein. All capitalized terms used herein
and not defined herein have the meanings ascribed to them in Appendix A,
Glossary of Terms, to the Guides.
2. SELLERS' DUTIES. Seller shall diligently perform all duties
incident to the selling and servicing of all mortgages which may be sold by
Seller from time to time and such other mortgages as Buyer and Seller may
mutually agree upon. In the performance of such duties, Seller shall employ
procedures and exercise the same care that it would maintain for loans held in
its own portfolio and in accordance with standards of practice, diligence,
prudence and competence maintained by the mortgage banking industry. Seller
shall also comply with all of the provisions of the Guides and with all other
reasonable requirements and instructions of Buyer. Seller shall perform such
services at its sole expense except as otherwise expressly provided in the
Guides. Seller agrees to service each of such mortgages continuously beginning
with the Purchase Date for such mortgages or the date of designation of Seller
as replacement Servicer for mortgages previously purchased by Buyer from another
Seller, until all interest and principal on each mortgage has been paid in full,
the mortgage has been liquidated as provided in the Guides, or such servicing
duties are terminated by Buyer.
3. COMPENSATION. Seller shall be compensated for its services
hereunder as specified in the Guides.
4. DOCUMENTS AND RECORDS. Seller agrees to create, maintain and
transmit all mortgage records and documents including all permanent mortgage
account records in accordance with the Guides. With respect to such records and
documents, Seller shall have custody privileges and Buyer shall have ownership
of the mortgage records and documents. Buyer may inspect such records and
documents at reasonable times during Seller's normal business hours. Seller
shall maintain accurate records and books of account, an adequate system of
audit and internal control, and shall conduct its origination and servicing
activities in a responsible and businesslike manner. Seller shall promptly
notify Buyer in writing of any activity or action, either internal or external,
which could potentially affect adversely the terms of any mortgage serviced
hereunder or the ability of Seller to service any mortgage.
5. WARRANTIES, OBLIGATIONS AND REPRESENTATIONS. The warranties,
obligations and representations stated in the Guides and hereby made or
undertaken by Seller with respect to each of the mortgages to be sold and
serviced by it on behalf of Buyer, unless expressly waived in writing by Buyer.
All warranties made by Seller shall survive (i) any investigation made by or on
behalf of Buyer, it assignee or designee, (ii) liquidation of the mortgage,
(iii) purchase of the mortgage by Buyer, its designee or assignee, (iv)
E-1
<PAGE>
repurchase of the mortgage by Seller, and (v) termination of this Contract, or
similar event, and all such warranties shall inure to the benefit of Buyer, its
successors and assigns and any transferee of any mortgage. Upon specific
written request from Buyer, Seller shall supply evidence that is satisfactory to
Buyer of its compliance with any provisions of the Guides.
6. REPURCHASE OBLIGATION. If, after purchase of any mortgage by
Buyer, any of the representations or warranties of the Seller contained herein
or in the Selling Guide are untrue, Buyer may, at its option, without regard to
the Sellers' actual or implied knowledge of the untruth of such warranty (except
to the extent the warranty is expressly conditioned upon the Seller's actual
knowledge), in addition to and without limitation as to any other remedy
accruing to Buyer, require the Seller to repurchase said mortgage pursuant to
the Guides. It is contemplated that a third party will purchase from Buyer the
mortgages purchased from Seller, and Seller agrees that Buyer may, in its own
name or in the name of the third party, exercise any rights or remedies at law
or in equity on behalf of itself or such third party.
7. CUSTODIANSHIP OF FUNDS. Seller shall fully account to Buyer for
the custodianship of funds received from, or on behalf of, a Borrower for
mortgages serviced hereunder. Seller shall establish and maintain custodial
accounts in accordance with the Guides for (i) the segregation of all principal
and interest received, and (ii) the administration of all amounts to be
deposited into escrow accounts, and such accounts shall be maintained free and
clear of any lien or encumbrance. Seller must be in control of the funds in its
custody at all times, and upon request from time to time of Buyer shall submit
complete and accurate analyses of cash balances on hand and of the receipt,
deposit and disposition of monies handled.
8. INDEMNIFICATION BY SELLER. Seller shall indemnify Buyer from and
hold Buyer harmless against all losses, damages, penalties, fines, forfeitures,
legal fees and related costs, judgments, and any other costs, fees, and expenses
heretofore or hereafter resulting from a material breach of any warranty,
obligation or representation contained in or made pursuant to this Contract or
from any claim, demand, defense or assertion against or involving Buyer or its
assignee or transferee of any mortgage based on or grounded upon, or resulting
from such breach or a breach of any representation, warranty or obligation made
by Buyer in reliance upon any warranty, obligation or representation made by
Seller contained in or made pursuant to this Contract. Seller hereby
acknowledges Buyer's intent to sell the mortgages to third parties in reliance
upon Seller's warranties, obligations and representation. The obligations of
Seller under this paragraph shall survive delivery and payment for the
mortgages, liquidation or repurchase of the mortgages and termination of this
Contract or the expiration hereof.
9. NO ASSIGNMENT. This Contract is of the nature of a personal
service agreement and accordingly may not be assigned by Seller. Except as
provided in paragraph 10 of this Contract, Seller may not assign or otherwise
transfer its responsibility for servicing individual mortgages to any other
entity, including affiliates. Any attempt to assign servicing rights without
the prior written consent of Buyer shall be null and void. Any such assignment
without the consent of Buyer shall be grounds for immediate termination of the
servicing rights with respect to the servicing purportedly assigned.
10. SUBCONTRACTING OF SERVICING. Seller may not, without Buyer's
prior written approval, subcontract with any other entity, including affiliates,
its responsibility for servicing any mortgage it has contracted to service for
Buyer.
11. TERMINATION BY BUYER. Buyer may terminate the right of Seller to
continue to service mortgage loans for Buyer and/or revoke the status of Seller
as an approved Seller for any of the reasons set forth in the Guides, including
a change in Seller's form of organization, a transfer of 25% or more of the
equity interest in Seller or change in its principal executive or financial
officers. No such termination shall release Seller from any of its obligations
hereunder or under the Guides or from any liability arising hereunder or
thereunder. Any forbearance or delay by Buyer in exercising such rights shall
not be deemed a waiver of and shall not preclude the exercise of any such
right. Upon termination by Buyer of this Contract for any reason other than a
failure of Seller to meet the eligibility requirements as set forth in the
Guides as determined by Buyer, Seller shall be compensated for such termination
in the amount specified in the Servicing Guide.
E-2
<PAGE>
12. ATTORNEY'S FEES. In the event of a dispute arising from or
concerning an obligation of the Seller or Buyer under this Contract which
results in litigation of the issue, the prevailing party to such litigation
shall be indemnified by the other party for all costs and expenses in bringing
or defending such action.
13. OFFSET. Buyer shall have the right to offset amounts due from
Seller against the purchase price to be paid for the acquisition of mortgages.
Amounts due which may be offset include but are not limited to past due pair-off
fees and funds for the repurchase of mortgages which are subject to an
outstanding repurchase demand.
14. NOTICE. Any notice required or permitted hereunder shall be in
writing and shall be sent to Seller at its address shown under its signature
below or to such other address Seller may designate in writing or to Buyer at 75
North Fairway Drive, Vernon Hills, Illinois 60061 or to such other address
designated by Buyer in writing, by certified mail, return receipt requested,
postage prepaid.
15. PRIOR AGREEMENTS. This Contract supersedes any prior agreements
and understandings between Buyer and Seller governing the subject matter hereof;
provided, however, that Seller shall not be released from any responsibility or
liability that may have arisen under such agreements and understandings.
16. GOVERNING LAW. This Contract is made in the State of Illinois
and shall be governed by the law of such state.
17. USE OF TERM "SELLER". Wherever the term "Seller" is used in this
contract in a context involving loan administration, servicing, and accounting
obligations, such term shall be deemed to mean "Servicer" as is used in the
Buyer's Servicing Guide.
18. EFFECTIVE DATE OF CONTRACT. This contract is not effective until
it is accepted by Buyer. An executed copy of the Contract will be returned to
the Seller.
19. STATUS OF PARTIES. Seller and Buyer each represent, warrant and
agree that as of the date of this Contract: (i) each party is duly organized,
validly existing and in good legal standing under the laws of its jurisdiction
of organization, and has the requisite power and authority to enter into this
contract and agreements to which both are parties as contemplated by this
Contract; (ii) this Contract has been duly authorized executed and delivered to
both parties and constitutes a valid and legally binding agreement of each
party, enforceable in accordance with its terms; (iii) there is no action,
proceeding or investigation pending or threatened, nor any basis therefore known
to either party that questions the validity or prospective validity of this
Contract insofar as the Contract relates to either party, or any essential
element upon which this Contract depends, or any action to be taken by either
party pursuant to this Contract; and (iv) insofar as either party's capacity to
carry out any obligation under this Contract is concerned, neither party will be
in violation of any provision of any charter, certificate of incorporation, by-
law, mortgage, indenture, indebtedness, agreement, instrument, judgment, decree,
order, statute, rule, or regulation, and there is no such provision that
adversely affects either party's capacity to carry out any such obligation.
Seller's and Buyer's execution of, and performance pursuant to, this Contract
will not result in any such violation. At all times Seller shall act as an
independent contractor.
E-3
<PAGE>
IN WITNESS WHEREOF, the parties have executed this Contract by proper
officials duly authorized on the dates hereinafter set forth. This Contract
shall take effect as of the date of its execution in original or facsimile
signature by a duly authorized officer of the Buyer.
______________________________ ___________________________________________
Name of Seller Seller I.D. number
______________________________ ___________________________________________
Type of Organization Organized under laws of
______________________________________________________________________________
Principal place of business: street address, city, state, zip code
______________________________________________________________________________
Typed name and title of Seller's authorized officer
______________________________ ___________________________________________
Signature of Seller's Date
authorized officer
Agreed to and accepted by PNC MORTGAGE SECURITIES CORP.
______________________________________________________________________________
Typed name and title of authorized representative
______________________________ ___________________________________________
Signature of authorized Date
representative
E-4
<PAGE>
Exhibit F
FORM OF TRANSFEROR CERTIFICATE FOR
CLASS B-4, CLASS B-5 AND CLASS B-6 CERTIFICATES
[Date]
First Bank National Association, as Trustee
180 East 5th Street, SPFT0210
St. Paul, MN 55101
Re: PURCHASE OF PNC MORTGAGE SECURITIES CORP. MORTGAGE PASS-THROUGH
CERTIFICATES SERIES 1996-3, CLASS [B-4] [B-5] [B-6] (the
"Certificates")
Ladies and Gentlemen:
In connection with our disposition of the above Certificates we certify
that (a) we understand the Certificates have not been registered under the
Securities Act of 1933, as amended (the "Act") and are being disposed by us in a
transaction that is exempt from the registration requirements of the Act, and
(b) we have not offered or sold any certificates to, or solicited offers to buy
any Certificates from, any person, or otherwise approached or negotiated with
any person with respect thereto, or taken any other action which would result in
a violation of Section 5 of the Act.
Very truly yours,
[Name of Transferor]
By:
---------------------------
Authorized Officer
F-1
<PAGE>
Exhibit G
FORM OF TRANSFEREE'S AGREEMENT FOR
CLASS B-4, CLASS B-5 AND CLASS B-6 CERTIFICATES
[Date]
First Bank National Association
180 East 5th Street, SPFT0210
St. Paul, MN 55101
PNC Mortgage Securities Corp.
75 N. Fairway Drive
Vernon Hills, Illinois 60061
The undersigned (the "Purchaser") proposes to purchase [Class B-4]
[Class B-5] [Class B-6] Certificates evidencing an undivided interest in PNC
Mortgage Securities Corp. Mortgage Pass-Through Certificates, Series 1996-3 (the
"Purchased Certificates") in the principal amount of $______________. In doing
so, the Purchaser hereby acknowledges and agrees as follows:
Section 1. Definitions. Each capitalized term used herein and not
otherwise defined herein shall have the meaning ascribed to it in the Pooling
and Servicing Agreement, dated as of November 1, 1996 (the "Pooling Agreement"),
between PNC Mortgage Securities Corp. ("PNC") and First Bank National
Association, as trustee (the "Trustee"), of the PNC Mortgage Securities Corp.
Mortgage Pass-Through Certificates, Series 1996-3.
Section 2. Representations and Warranties of the Purchaser. In
connection with the proposed transfer, the Purchaser represents and warrants to
PNC and the Trustee that:
(a) The Purchaser is duly organized, validly existing and in good
standing under the laws of the jurisdiction in which the Purchaser is organized,
is authorized to invest in the Purchased Certificates, and to enter into this
Agreement, and duly executed and delivered this Agreement;
(b) The Purchaser is acquiring the Purchased Certificates for its own
account as principal and not with a view to the distribution thereof, in whole
or in part;
(c) The Purchaser is an "accredited investor" as such term is defined
in paragraph (a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) of Section 501 of
Regulation D under the Securities Act of 1933, as amended (the "Act"), has
knowledge of financial and business matters and is capable of evaluating the
merits and risks of an investment in the Purchased Certificates; the Purchaser
has sought such accounting, legal and tax advice as it has considered necessary
to make an informed investment decision; and the Purchaser is able to bear the
economic risk of an investment in the Purchased Certificates and can afford a
complete loss of such investment;
(d) The Purchaser is not affiliated with the Trustee;
(e) The Purchaser confirms that PNC has made available to the
Purchaser the opportunity to ask questions of, and receive answers from PNC
concerning the Trust, the purchase by the Purchaser of the Purchased
Certificates and all matters relating thereto that PNC possesses or can acquire
without unreasonable effort or expense; and
G-1
<PAGE>
(f) If applicable, the Purchaser has complied, and will continue to
comply, with the guidelines established by Thrift Bulletin 12 issued December
13, 1988, by the Office of Regulatory Activities of the Federal Home Loan Bank
System; and
(g) The Purchaser will provide the Trustee and the Master Servicer
with affidavits substantially in the form of Exhibit A attached hereto.
Section 3. Transfer of Purchased Certificates.
(a) The Purchaser understands that the Purchased Certificates have
not been registered under the Act, or any state securities laws and that no
transfer may be made unless the Purchased Certificates are registered under the
Act and under applicable state law or unless an exemption from registration is
available. The Purchaser further understands that neither PNC nor the Trust is
under any obligation to register the Purchased Certificates or make an exemption
available. In the event that such a transfer is to be made within two years from
the Closing Date without registration under the Act or applicable state
securities laws, (i) the Trustee shall require, in order to assure compliance
with such laws, that the Certificateholder"s prospective transferee each certify
to PNC and the Trustee as to the factual basis for the registration or
qualification exemption relied upon, and (ii) the Trustee or PNC may require an
Opinion of Counsel that such transfer may be made pursuant to an exemption from
the Act and state securities laws, which Opinion of Counsel shall not be an
expense of the Trustee or PNC. Any such Certificateholder desiring to effect
such transfer shall, and does hereby agree to, indemnify the Trustee and PNC
against any liability that may result if the transfer is not so exempt or is not
made in accordance with such federal and state laws.
(b) No transfer of a Purchased Certificate shall be made unless the
transferee provides PNC and the Trustee with (i) a Transferee's Agreement,
substantially in the form of this Agreement, and (ii) either (a) an affidavit
substantially in the form of Exhibit A hereto that the proposed transferee (x)
is not an employee benefit plan or other plan or arrangement subject to the
prohibited transaction provisions of ERISA or Section 4975 of the Internal
Revenue Code of 1986, as amended, or comparable provisions of any subsequent
enactments (a "Plan"), a trustee of any Plan, or any other Person who is using
the "plan assets" of any Plan to effect such acquisition or (y) is an insurance
company, the source of funds to be used by it to purchase the Purchased
Certificates is an "insurance company general account" (within the meaning of
Department of Labor Prohibited Transaction Class Exemption ("PTCE") 95-60), and
the purchase is being made in reliance upon the availability of the exemptive
relief afforded under Section III of PTCE 95-60, or (b) a Benefit Plan Opinion
(as defined in Exhibit A hereto).
(c) The Purchaser acknowledges that its Purchased Certificates bear a
legend setting forth the applicable restrictions on transfer.
IN WITNESS WHEREOF, the undersigned has caused this Agreement to be
validly executed by its duly authorized representative as of the day and the
year first above written.
[Purchaser]
By:
---------------------------
Its:
---------------------------
G-2
<PAGE>
Exhibit A to Form of Transferee Agreement (Exhibit G)
PNC MORTGAGE SECURITIES CORP.
BENEFIT PLAN AFFIDAVIT
RE: PNC MORTGAGE SECURITIES CORP.
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 1996-3
(THE "TRUST") [CLASS B-4] [CLASS B-5] [CLASS B-6]
CERTIFICATES (THE "PURCHASED CERTIFICATES")
Under penalties of perjury, I, _____________________, declare that, to
the best of my knowledge and belief, the following representations are true,
correct and complete; and
1. That I am the _______________ of __________________ (the
"Purchaser"), whose taxpayer identification number is ___________, and on
behalf of which I have the authority to make this affidavit.
2. That the Purchaser is acquiring a Purchased Certificate
representing an interest in the Trust.
3. That the Purchaser (i) is not an employee benefit plan or other
plan or arrangement subject to the prohibited transaction provisions of the
Employee Retirement Income Security Act of 1974, as amended ("ERISA") or Section
4975 of the Internal Revenue Code of 1986, as amended (the "Code"), or
comparable provisions of any subsequent enactments (a "Plan"), a trustee of any
Plan, or any other Person who is using the "plan assets" of any Plan to effect
such acquisition, (ii) has provided a "Benefit Plan Opinion" satisfactory to PNC
Mortgage Securities Corp. (the "Company") and the Trustee of the Trust or (iii)
is an insurance company, the source of funds to be used by it to purchase the
Purchased Certificates is an "insurance company general account" (within the
meaning of Department of Labor Prohibited Transaction Class Exemption ("PTCE")
95-60), and the purchase is being made in reliance upon the availability of the
exemptive relief afforded under Section III of PTCE 95-60. A Benefit Plan
Opinion is an opinion of counsel to the effect that the proposed transfer (a) is
permissible under applicable law, (b) will not constitute or result in a
non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of
the Code, and (c) will not subject the Trustee, the Master Servicer or the
Company to any obligation or liability (including obligations or liabilities
under Section 406 of ERISA or Section 4975 of the Code) in addition to those
undertaken in this Agreement, which Benefit Plan Opinion shall not be an expense
of the Trustee, the Master Servicer or the Company.
IN WITNESS WHEREOF, the Purchaser has caused this instrument to be
duly executed on its behalf, by its duly authorized officer this _____ day of
__________________, 199__.
[Purchaser]
By:
Its:
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Personally appeared before me ______________________, known or proved
to me to be the same person who executed the foregoing instrument and to be a
________________ of the Purchaser, and acknowledged to me that (s)he executed
the same as his/her free act and deed and as the free act and deed of the
Purchaser.
SUBSCRIBED and SWORN to before me
this day of ____________, 19__.
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Notary Public
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Exhibit H
FORM OF ADDITIONAL MATTER INCORPORATED INTO
THE FORM OF THE MORTGAGE TRUST CERTIFICATES
This Certificate does not represent an obligation of or interest in PNC
Mortgage Securities Corp. or any of its affiliates, including PNC Bank Corp.
Neither this Certificate nor the underlying Mortgage Loans are guaranteed by any
agency or instrumentality of the United States.
This certifies that the above-named Registered Owner is the registered
owner of certain interests in a trust fund (the "Mortgage Trust Fund") whose
assets consist of, among other things, a pool (the "Mortgage Pool") of
conventional one- to four-family mortgage loans (the "Mortgage Loans"), formed
and administered by PNC Mortgage Securities Corp. (the "Company"), which term
includes any successor entity under the Pooling Agreement referred to below. The
Mortgage Pool was created pursuant to a Pooling and Servicing Agreement, dated
as of the Cut-Off Date stated above (the "Pooling Agreement"), between the
Company and First Bank National Association, as Trustee (the "Trustee"), a
summary of certain of the pertinent provisions of which is set forth hereafter.
To the extent not defined herein, the capitalized terms used herein have the
meanings assigned in the Pooling Agreement. Nothing herein shall be deemed
inconsistent with such meanings, and in the event of any conflict between the
Pooling Agreement and the terms of this Certificate, the Pooling Agreement shall
control. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Pooling Agreement, to which Pooling Agreement
the Holder of this Certificate, by virtue of the acceptance hereof, assents and
by which such Holder is bound.
Distributions will be made, pursuant to the Pooling Agreement, on the 25th
day of each month or, if such 25th day is not a Business Day, the Business Day
immediately following (the "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last day (or if such last day is
not a Business Day, the Business Day immediately preceding such last day) of the
month immediately preceding the month of such distribution (the "Record Date"),
to the extent of such Certificateholder"s Percentage Interest represented by
this Certificate in the portion of the Mortgage Trust Available Distribution
Amount for such Distribution Date then distributable on the Certificates of this
Class, as specified in Section 4.01 of the Pooling Agreement.
Distributions on this Certificate will be made by the Trustee by wire
transfer or check mailed to the address of the Person entitled thereto, as such
name and address shall appear on the Certificate Register. Notwithstanding the
above, the final distribution on this Certificate will be made after due notice
by the Trustee of the pendency of such distribution and only upon presentation
and surrender of this Certificate to the Certificate Registrar.
Reference is hereby made to the further provisions of this Certificate set
forth below, which further provisions shall for all purposes have the same
effect as if set forth at this place.
Unless the certificate of authentication hereon has been executed by or on
behalf of the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling Agreement or be valid for any purpose.
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IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.
FIRST BANK NATIONAL ASSOCIATION, as Trustee
---------------------------------------------
By:
(TRUSTEE'S CERTIFICATE OF AUTHENTICATION)
This is one of the Certificates referred to in the within-mentioned Pooling
Agreement.
FIRST BANK NATIONAL
ASSOCIATION, as Trustee
- -----------------------------------
By:
Dated:
---------------------------------
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PNC MORTGAGE SECURITIES CORP.
MORTGAGE PASS-THROUGH CERTIFICATE
This Certificate is one of a duly authorized issue of Certificates
designated as Mortgage Pass-Through Certificates of the Series and Class
specified hereon (herein called the "Certificates") and representing certain
interests in the Mortgage Trust Fund.
The Certificates do not represent an obligation of, or an interest in, the
Company or any of its affiliates and are not insured or guaranteed by any
governmental agency. The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Pooling Agreement. In the event Company
funds are advanced with respect to any Mortgage Loan, such advance is
reimbursable to the Company from the related recoveries on such Mortgage Loan or
from other cash deposited in the Certificate Account to the extent that such
advance is not otherwise recoverable.
As provided in the Pooling Agreement, withdrawals from the Certificate
Account may be made by the Company from time to time for purposes other than
distributions to Certificateholders, such purposes including reimbursement to
the Company of advances made, or certain expenses incurred, by it.
The Pooling Agreement permits, with certain exceptions therein provided,
the amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Certificateholders under the Pooling Agreement at
any time by the Company and the Trustee with the consent of the Holders of the
Certificate Trust Certificates evidencing Percentage Interests aggregating not
less than 66% of the Certificate Trust Fund. For the purposes of such provision
and except as provided below, voting rights relating to 100% of the Aggregate
Certificate Principal Balance will be allocated pro rata (by Certificate
Principal Balance) among such Certificates. Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all
future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent is made upon this Certificate. The Pooling Agreement also
permits the amendment thereof, in certain limited circumstances, without the
consent of the Holders of any of the Certificates.
As provided in the Pooling Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices of the Certificate Registrar or the office maintained by
the Trustee in the City and State of New York, duly endorsed by, or accompanied
by an assignment in the form below or other written instrument of transfer in
form satisfactory to the Trustee or any Authenticating Agent duly executed by,
the Holder hereof or such Holder"s attorney duly authorized in writing, and
thereupon one or more new Certificates of Authorized Denominations evidencing
the same Percentage Interest set forth hereinabove will be issued to the
designated transferee or transferees.
No transfer of a Certificate will be made unless such transfer is exempt
from or is made in accordance with the registration requirements of the
Securities Act of 1933, as amended (the "Securities Act") and any applicable
state securities laws. In the event that a transfer is to be made without
registration or qualification under applicable laws, (i) in the event such
transfer is made pursuant to Rule 144A under the Securities Act, the Company and
the Trustee shall require the transferee to execute an investment letter in
substantially the form attached as Exhibit L to the Pooling Agreement, which
investment letter shall not be an expense of the Company, the Master Servicer or
the Trustee and (ii) in the event that such a transfer is not made pursuant to
Rule 144A under the Securities Act, the Company may require an Opinion of
Counsel satisfactory to the Company that such transfer may be made without such
registration or qualification, which Opinion of Counsel shall not be an expense
of the Company, the Master Servicer or the Trustee. Neither the Company nor the
Trustee will register the Certificate under the Securities Act, qualify the
Certificate under any state securities law or provide registration rights to any
purchaser. Any Holder desiring to effect such transfer shall, and does hereby
agree to, indemnify the Trustee, the Company and the Master Servicer against any
liability that may result if the transfer is not so exempt or is not made in
accordance with such federal and state laws.
The Certificates are issuable only as registered Certificates without
coupons in Authorized Denominations specified in the Pooling Agreement. As
provided in the Pooling Agreement and subject to certain limitations
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therein set forth, Certificates are exchangeable for new Certificates of
Authorized Denominations evidencing the same aggregate interest in the portion
of the Mortgage Trust Available Distribution Amount distributable on this Class
of Certificate, as requested by the Holder surrendering the same.
A reasonable service charge may be made for any such registration of
transfer or exchange, and the Trustee may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.
The Company, the Trustee and the Certificate Registrar and any agent of the
Company, the Trustee or the Certificate Registrar may treat the Person in whose
name this Certificate is registered as the owner hereof for all purposes, and
neither the Company, the Trustee, the Certificate Registrar nor any such agent
shall be affected by notice to the contrary.
The obligations created by the Pooling Agreement and the Mortgage Trust
Fund and Certificate Trust Fund created thereby shall terminate upon (i) the
later of the maturity or other liquidation (including repurchase by the Company)
of the last Mortgage Loan remaining in the Mortgage Trust Fund or the
disposition of all property acquired upon foreclosure or deed in lieu of
foreclosure of any Mortgage Loan, and (ii) the payment to Certificateholders of
all amounts held by the Company and required to be paid to them pursuant to the
Pooling Agreement. In the event that the Company repurchases any Mortgage Loan
pursuant to the Pooling Agreement, such Pooling Agreement requires that the
Company distribute to the Certificateholders in the aggregate an amount equal to
100% of the unpaid Principal Balance of such Mortgage Loan, plus accrued
interest at the applicable Pass-Through Rate to the next scheduled Due Date for
the Mortgage Loan. The Pooling Agreement permits, but does not require, the
Company to repurchase from the Mortgage Trust Fund all Mortgage Loans at the
time subject thereto and all property acquired in respect of any Mortgage Loan
upon payment to the Certificateholders of the amounts specified in the Pooling
Agreement. The exercise of such right will effect early retirement of the
Certificates, the Company"s right to repurchase being subject to the aggregate
unpaid Principal Balance of the Mortgage Loans at the time of repurchase being
less than ten percent (10%) of the aggregate unpaid Principal Balance of the
Mortgage Loans as of the Cut-Off Date.
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ASSIGNMENT
FOR VALUE RECEIVED the undersigned hereby sell(s) and assign(s) and
transfer(s) unto
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(Please print or typewrite name and address, including postal zip code of
assignee. Please insert social security or other identifying number of
assignee.)
the within Mortgage Pass-Through Certificate and hereby irrevocably constitutes
and appoints _________ Attorney to transfer said Certificate on the Certificate
Register, with full power of substitution in the premises.
Dated:
---------------- -------------------------------------------------------
Signature Guaranteed
-------------------------------------------------------
NOTICE: The signature to this assignment must
correspond with the name as written upon the
face of the within instrument in every
particular, without alteration or enlargement
or any change whatever.
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Exhibit I
TRANSFEROR CERTIFICATE
[Date]
First Bank National Association, as Trustee
180 East 5th Street, SPFT0210
St. Paul, MN 55101
Attn: Structured Finance
Re: PNC Mortgage Securities Corp. Mortgage Pass-Through
Certificates, Series 1996-3, Class [R] [R-1]
Ladies and Gentlemen:
This letter is delivered to you in connection with the sale by ___________
(the "Seller") to _______________ (the "Purchaser") of $______________
initial Certificate Principal Balance of Mortgage Pass-Through
Certificates, Series 1996-3, Class [R][R-1] (the "Certificate"), pursuant
to Section 5.01 of the Pooling and Servicing Agreement (the "Pooling
Agreement"), dated as of November 1, 1996 among PNC Mortgage Securities
Corp., as depositor and master servicer (the "Company"), and First Bank
National Association, as trustee (the "Trustee"). All terms used herein and
not otherwise defined shall have the meanings set forth in the Pooling
Agreement. The Seller hereby certifies, represents and warrants to, and
covenants with, the Company and the Trustee that:
1. No purpose of the Seller relating to the sale of the Certificate by the
Seller to the Purchaser is or will be to enable the Seller to impede the
assessment or collection of tax.
2. The Seller understands that the Purchaser has delivered to the Trustee and
the Company a transferee affidavit and agreement in the form attached to
the Pooling Agreement as Exhibit J. The Seller does not know or believe
that any representation contained therein is false.
3. The Seller has no actual knowledge that the proposed Transferee is not a
Permitted Transferee.
4. The Seller has no actual knowledge that the Purchaser would be unwilling or
unable to pay taxes due on its share of the taxable income attributable to
the Certificates.
5. The Seller has conducted a reasonable investigation of the financial
condition of the Purchaser and, as a result of the investigation, found
that the Purchaser has historically paid its debts as they came due, and
found no significant evidence to indicate that the Purchaser will not
continue to pay its debts as they come due in the future.
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6. The Purchaser has represented to the Seller that, if the Certificates
constitute a noneconomic residual interest, it (i) understands that as
holder of a noneconomic residual interest it may incur tax liabilities in
excess of any cash flows generated by the interest, and (ii) intends to pay
taxes associated with its holding of the Certificates as they become due.
Very truly yours,
[Seller]
By:
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
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Exhibit J
TRANSFEREE AFFIDAVIT AND AGREEMENT
STATE OF )
) ss:
COUNTY OF )
[NAME OF OFFICER], being first duly sworn, deposes and says:
1. That he is [Title of Officer] of [Name of Owner] (record or beneficial owner
of the Class [R] [R-1] Certificate (the "Owner")), a [savings institution]
[corporation] duly organized and existing under the laws of [the State of
___________________________] [the United States], on behalf of which he
makes this affidavit and agreement.
2. That the Owner (i) is not and will not be a "disqualified organization" as of
[date of transfer] within the meaning of Section 860E(e)(5) of the Internal
Revenue Code of 1986, as amended (the "Code") and will endeavor to remain
other than a disqualified organization for so long as it retains its
ownership interest in the Class [R] [R-1] Certificates, and (ii) is
acquiring the Class [R] [R-1] Certificates for its own account or for the
account of another Owner from which it has received an affidavit and
agreement in substantially the same form as this affidavit and agreement.
(For this purpose, a "disqualified organization" means the United States,
any state or political subdivision thereof, or any agency or
instrumentality of any of the foregoing (other than an instrumentality all
of the activities of which are subject to tax and, except for the Federal
Home Loan Mortgage Corporation, a majority of whose board of directors is
not selected by any such governmental entity, or any foreign government or
international organization, or any agency or instrumentality of such
foreign government or organization, any rural electric or telephone
cooperative, or any organization (other than certain farmers" cooperatives)
that is generally exempt from federal income tax unless such organization
is subject to the tax on unrelated business taxable income).
3. That the Owner is aware (i) of the tax that would be imposed on transfers of
the Class [R] [R-1] Certificates after March 31, 1988; (ii) that such tax
would be on the transferor, or, if such transfer is through an agent (which
person includes a broker, nominee or middleman) for a disqualified
organization, on the agent; (iii) that the person otherwise liable for the
tax shall be relieved of liability for the tax if the transferee furnishes
to such person an affidavit that the transferee is not a disqualified
organization and, at the time of transfer, such person does not have actual
knowledge that the affidavit is false; and (iv) that the Class [R] [R-1]
Certificates may be a "noneconomic residual interest" within the meaning of
Treasury regulations promulgated pursuant to the Code and that the
transferor of a noneconomic residual interest will remain liable for any
taxes due with respect to the income on such residual interest, if a
significant purpose of the transfer was to enable the transferor to impede
the assessment or collection of tax.
4. That the Owner is aware of the tax imposed on a "pass-through entity" holding
the Class [R] [R-1] Certificates if at any time during the taxable year of
the pass-through entity a disqualified organization is the record holder of
an interest in such entity. (For this purpose, a "pass through entity"
includes a regulated investment company, a real estate investment trust or
common trust fund, a partnership, trust or estate, and certain
cooperatives.)
5. That the Owner is aware that the Trustee will not register the Transfer of
the Class [R] [R-1] Certificates unless the transferee, or the transferees"
agent, delivers to it an affidavit and agreement, among other things, in
substantially the same form as this affidavit and agreement. The Owner
expressly agrees that it will not consummate any such transfer if it knows
or believes that any of the representations contained in such affidavit and
agreement are false.
6. That the Owner has reviewed the restrictions set forth on the face of the
Class [R] [R-1] Certificates and the provisions of Section 5.01 of the
Pooling Agreement under which the Class [R] [R-1] Certificates were issued
(in particular, clauses (iii)(A) and (iii)(B) of Section 5.01(c) which
authorize the Trustee to deliver payments to a person other than the Owner
and negotiate a mandatory sale by the Trustee in the event the Owner holds
such Certificates in violation of Section 5.01). The Owner expressly agrees
to be bound by and to comply with such restrictions and provisions.
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7. That the Owner consents to any additional restrictions or arrangements that
shall be deemed necessary upon advice of counsel to constitute a reasonable
arrangement to ensure that the Class [R] [R-1] Certificates will only be
owned, directly or indirectly, by an Owner that is not a disqualified
organization.
8. The Owner"s Taxpayer Identification Number is ________________.
9. That no purpose of the Owner relating to the purchase of the Class [R] [R-1]
Certificates by the Owner is or will be to enable the transferor to impede
the assessment or collection of tax.
10. That the Owner has no present knowledge or expectation that it will be
unable to pay any United States taxes owed by it so long as any of the
Certificates remain outstanding.
11. That the Owner has no present knowledge or expectation that it will become
insolvent or subject to a bankruptcy proceeding for so long as any of the
Certificates remain outstanding.
12. That no purpose of the Owner relating to any sale of the Class [R] [R-1]
Certificates by the Owner will be to impede the assessment or collection of
tax.
13. The Owner is a citizen or resident of the United States, a corporation,
partnership or other entity created or organized in, or under the laws of,
the United States or any political subdivision thereof, or an estate or
trust whose income from sources without the United States is includible in
gross income for United States federal income tax purposes regardless of
its connection with the conduct of a trade or business within the United
States.
14. The Owner hereby agrees to cooperate with the Company and to take any action
required of it by the Code or Treasury regulations thereunder (whether now
or hereafter promulgated) in order to create or maintain the REMIC status
of the Mortgage Trust Fund or the Certificate Trust Fund, as applicable.
15. The Owner hereby agrees that it will not take any action that could endanger
the REMIC status of the Mortgage Trust Fund or the Certificate Trust Fund,
as applicable, or result in the imposition of tax on the Trust Fund unless
counsel for, or acceptable to, the Company has provided an opinion that
such action will not result in the loss of such REMIC status or the
imposition of such tax, as applicable.
16. The Owner as transferee of the Class [R] [R-1] Certificates has represented
to their transferor that, if the Class [R] [R-1] Certificates constitute a
noneconomic residual interest, the Owner (i) understands that as holder of
a noneconomic residual interest it may incur tax liabilities in excess of
any cash flows generated by the interest, and (ii) intends to pay taxes
associated with its holding of the Class [R] [R-1] Certificates as they
become due.
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IN WITNESS WHEREOF, the Owner has caused this instrument to be executed on its
behalf, pursuant to the authority of its Board of Directors, by its [Title
of Officer] and its corporate seal to be hereunto attached, attested by its
[Assistant] Secretary, this ______ day of ______ , 19__.
[Name of Owner]
By:
[Name of Officer]
[Title of Officer]
[Corporate Seal]
ATTEST:
[Assistant] Secretary
Personally appeared before me the above-named [Name of Officer], known or
proved to me to be the same person who executed the foregoing instrument and to
be the [Title of Officer] of the Owner, and Acknowledged to me that he executed
the same as his free act and deed and the free act and deed of the Owner.
Subscribed and sworn before me this _____ day of ___________________, 19__.
NOTARY PUBLIC
COUNTY OF
STATE OF
My Commission expires the ___ day
of ______________, 19__
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Exhibit K
FORM OF ADDITIONAL MATTER INCORPORATED INTO
THE FORM OF THE CERTIFICATE TRUST CERTIFICATES
This Certificate does not represent an obligation of or interest in PNC
Mortgage Securities Corp. or any of its affiliates, including PNC Bank Corp.
Neither this Certificate nor the underlying Mortgage Loans are guaranteed by any
agency or instrumentality of the United States.
This certifies that the above-named Registered Owner is the registered
owner of certain interests in a trust fund (the "Certificate Trust Fund") whose
assets consist of, among other things, Mortgage Trust Certificates evidencing
interests in a pool (the "Mortgage Pool") of conventional one- to four-family
mortgage loans (the "Mortgage Loans"), formed and administered by PNC Mortgage
Securities Corp. (the "Company"), which term includes any successor entity under
the Pooling Agreement referred to below. The Mortgage Pool was created pursuant
to a Pooling and Servicing Agreement, dated as of the Cut-Off Date stated above
(the "Pooling Agreement"), between the Company and First Bank National
Association, as Trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth hereafter. To the extent not defined herein,
the capitalized terms used herein have the meanings assigned in the Pooling
Agreement. Nothing herein shall be deemed inconsistent with such meanings, and
in the event of any conflict between the Pooling Agreement and the terms of this
Certificate, the Pooling Agreement shall control. This Certificate is issued
under and is subject to the terms, provisions and conditions of the Pooling
Agreement, to which Pooling Agreement the Holder of this Certificate, by virtue
of the acceptance hereof, assents and by which such Holder is bound.
Distributions will be made, pursuant to the Pooling Agreement, on the 25th
day of each month or, if such 25th day is not a Business Day, the Business Day
immediately following (the "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last day (or if such last day is
not a Business Day, the Business Day immediately preceding such last day) of the
month immediately preceding the month of such distribution (the "Record Date"),
to the extent of such Certificateholder"s Percentage Interest represented by
this Certificate in the portion of the Certificate Trust Available Distribution
Amount for such Distribution Date then distributable on the Certificates of this
Class, as specified in Section 4.05 of the Pooling Agreement.
Distributions on this Certificate will be made by the Trustee by wire
transfer or check mailed to the address of the Person entitled thereto, as such
name and address shall appear on the Certificate Register. Notwithstanding the
above, the final distribution on this Certificate will be made after due notice
by the Trustee of the pendency of such distribution and only upon presentation
and surrender of this Certificate to the Certificate Registrar.
Reference is hereby made to the further provisions of this Certificate set
forth below, which further provisions shall for all purposes have the same
effect as if set forth at this place.
Unless the certificate of authentication hereon has been executed by or on
behalf of the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling Agreement or be valid for any purpose.
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IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.
FIRST BANK NATIONAL ASSOCIATION, as Trustee
---------------------------------------------
By:
(TRUSTEE"S CERTIFICATE OF AUTHENTICATION)
This is one of the Certificates referred to in the within-mentioned
Pooling Agreement.
FIRST BANK NATIONAL
ASSOCIATION, as Trustee
- ------------------------------
By:
Dated:
-----------------------------
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PNC MORTGAGE SECURITIES CORP.
MORTGAGE PASS-THROUGH CERTIFICATE
This Certificate is one of a duly authorized issue of Certificates
designated as Mortgage Pass-Through Certificates of the Series and Class
specified hereon (herein called the "Certificates") and representing certain
interests in the Certificate Trust Fund.
The Certificates do not represent an obligation of, or an interest in, the
Company or any of its affiliates and are not insured or guaranteed by any
governmental agency. The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Trust Certificates, all as
more specifically set forth herein and in the Pooling Agreement. In the event
Company funds are advanced with respect to any Mortgage Loan, such advance is
reimbursable to the Company from the related recoveries on such Mortgage Loan or
from other cash deposited in the Certificate Account to the extent that such
advance is not otherwise recoverable.
As provided in the Pooling Agreement, withdrawals from the Certificate
Account may be made by the Company from time to time for purposes other than
distributions to Certificateholders, such purposes including reimbursement to
the Company of advances made, or certain expenses incurred, by it.
The Pooling Agreement permits, with certain exceptions therein provided,
the amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Certificateholders under the Pooling Agreement at
any time by the Company and the Trustee with the consent of the Holders of the
Certificate Trust Certificates evidencing Percentage Interests aggregating not
less than 66% of the Certificate Trust Fund. For the purposes of such provision
and except as provided below, voting rights relating to 100% of the Aggregate
Certificate Principal Balance will be allocated pro rata (by Certificate
Principal Balance) among such Certificates. Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all
future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent is made upon this Certificate. The Pooling Agreement also
permits the amendment thereof, in certain limited circumstances, without the
consent of the Holders of any of the Certificates.
As provided in the Pooling Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices of the Certificate Registrar or the office maintained by
the Trustee in the City and State of New York, duly endorsed by, or accompanied
by an assignment in the form below or other written instrument of transfer in
form satisfactory to the Trustee or any Authenticating Agent duly executed by,
the Holder hereof or such Holder"s attorney duly authorized in writing, and
thereupon one or more new Certificates of Authorized Denominations evidencing
the same Percentage Interest set forth hereinabove will be issued to the
designated transferee or transferees.
No transfer of a Certificate will be made unless such transfer is exempt
from or is made in accordance with the registration requirements of the
Securities Act of 1933, as amended (the "Securities Act") and any applicable
state securities laws. In the event that a transfer is to be made without
registration or qualification under applicable laws, (i) in the event such
transfer is made pursuant to Rule 144A under the Securities Act, the Company and
the Trustee shall require the transferee to execute an investment letter in
substantially the form attached as Exhibit L to the Pooling Agreement, which
investment letter shall not be an expense of the Company, the Master Servicer or
the Trustee and (ii) in the event that such a transfer is not made pursuant to
Rule 144A under the Securities Act, the Company may require an Opinion of
Counsel satisfactory to the Company that such transfer may be made without such
registration or qualification, which Opinion of Counsel shall not be an expense
of the Company, the Master Servicer or the Trustee. Neither the Company nor the
Trustee will register the Certificate under the Securities Act, qualify the
Certificate under any state securities law or provide registration rights to any
purchaser. Any Holder desiring to effect such transfer shall, and does hereby
agree to, indemnify the Trustee, the Company and the Master Servicer against any
liability that may result if the transfer is not so exempt or is not made in
accordance with such federal and state laws.
The Certificates are issuable only as registered Certificates without
coupons in Authorized Denominations specified in the Pooling Agreement. As
provided in the Pooling Agreement and subject to certain limitations
K-3
<PAGE>
therein set forth, Certificates are exchangeable for new Certificates of
Authorized Denominations evidencing the same aggregate interest in the portion
of the Certificate Trust Available Distribution Amount distributable on this
Class of Certificate, as requested by the Holder surrendering the same.
A reasonable service charge may be made for any such registration of
transfer or exchange, and the Trustee may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.
The Company, the Trustee and the Certificate Registrar and any agent of the
Company, the Trustee or the Certificate Registrar may treat the Person in whose
name this Certificate is registered as the owner hereof for all purposes, and
neither the Company, the Trustee, the Certificate Registrar nor any such agent
shall be affected by notice to the contrary.
The obligations created by the Pooling Agreement and the Mortgage Trust
Fund and Certificate Trust Fund created thereby shall terminate upon (i) the
later of the maturity or other liquidation (including repurchase by the Company)
of the last Mortgage Loan remaining in the Mortgage Trust Fund or the
disposition of all property acquired upon foreclosure or deed in lieu of
foreclosure of any Mortgage Loan, and (ii) the payment to Certificateholders of
all amounts held by the Company and required to be paid to them pursuant to the
Pooling Agreement. In the event that the Company repurchases any Mortgage Loan
pursuant to the Pooling Agreement, such Pooling Agreement requires that the
Company distribute to the Certificateholders in the aggregate an amount equal to
100% of the unpaid Principal Balance of such Mortgage Loan, plus accrued
interest at the applicable Pass-Through Rate to the next scheduled Due Date for
the Mortgage Loan. The Pooling Agreement permits, but does not require, the
Company to repurchase from the Mortgage Trust Fund all Mortgage Loans at the
time subject thereto and all property acquired in respect of any Mortgage Loan
upon payment to the Certificateholders of the amounts specified in the Pooling
Agreement. The exercise of such right will effect early retirement of the
Certificates, the Company"s right to repurchase being subject to the aggregate
unpaid Principal Balance of the Mortgage Loans at the time of repurchase being
less than ten percent (10%) of the aggregate unpaid Principal Balance of the
Mortgage Loans as of the Cut-Off Date.
K-4
<PAGE>
ASSIGNMENT
FOR VALUE RECEIVED the undersigned hereby sell(s) and assign(s) and
transfer(s) unto
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(Please print or typewrite name and address, including postal zip code of
assignee. Please insert social security or other identifying number of
assignee.)
the within Mortgage Pass-Through Certificate and hereby irrevocably constitutes
and appoints _____________ Attorney to transfer said Certificate on the
Certificate Register, with full power of substitution in the premises.
Dated:
--------- ------------------------------------------------------------
Signature Guaranteed
------------------------------------------------------------
NOTICE: The signature to this assignment must correspond
with the name as written upon the face of the
within instrument in every particular, without
alteration or enlargement or any change whatever.
K-5
<PAGE>
EXHIBIT L
[FORM OF RULE 144A INVESTMENT REPRESENTATION]
Description of Rule 144A Securities, including numbers:
_______________________________________________
_______________________________________________
_______________________________________________
_______________________________________________
The undersigned seller, as registered holder (the "Seller"), intends to
transfer the Rule 144A Securities described above to the undersigned buyer (the
"Buyer").
1. In connection with such transfer and in accordance with the agreements
pursuant to which the Rule 144A Securities were issued, the Seller hereby
certifies the following facts: Neither the Seller nor anyone acting on its
behalf has offered, transferred, pledged, sold or otherwise disposed of the Rule
144A Securities, any interest in the Rule 144A Securities or any other similar
security to, or solicited any offer to buy or accept a transfer, pledge or other
disposition of the Rule 144A Securities, any interest in the Rule 144A
Securities or any other similar security from, or otherwise approached or
negotiated with respect to the Rule 144A Securities, any interest in the Rule
144A Securities or any other similar security with, any person in any manner, or
made any general solicitation by means of general advertising or in any other
manner, or taken any other action, that would constitute a distribution of the
Rule 144A Securities under the Securities Act of 1933, as amended (the "1933
Act"), or that would render the disposition of the Rule 144A Securities a
violation of Section 5 of the 1933 Act or require registration pursuant thereto,
and that the Seller has not offered the Rule 144A Securities to any person other
than the Buyer or another "qualified institutional buyer" as defined in Rule
144A under the 1933 Act.
2. The Buyer warrants and represents to, and covenants with, the Seller,
the Trustee and the Master Servicer (as defined in the Pooling and Servicing
Agreement (the "Agreement") dated as of November 1, 1996 between PNC Mortgage
Securities Corp., as Depositor and Master Servicer, and First Bank National
Association, as Trustee) pursuant to Section 5.01(f) of the Agreement, as
follows:
a. The Buyer understands that the Rule 144A Securities have not been
registered under the 1933 Act or the securities laws of any state.
b. The Buyer considers itself a substantial, sophisticated
institutional investor having such knowledge and experience in financial
and business matters that it is capable of evaluating the merits and risks
of investment in the Rule 144A Securities.
c. The Buyer has received and reviewed the Private Placement
Memorandum dated as of November 26, 1996 relating to the Rule 144A
Securities and has been furnished with all information regarding the Rule
144A Securities that it has requested from the Seller, the Trustee, the
Company or the Master Servicer.
d. Neither the Buyer nor anyone acting on its behalf has offered,
transferred, pledged, sold or otherwise disposed of the Rule 144A
Securities, any interest in the Rule 144A Securities or any other similar
security to, or solicited any offer to buy or accept a transfer, pledge or
other disposition of the Rule 144A Securities, any interest in the Rule
144A Securities or any other similar security from, or otherwise approached
or negotiated with respect to the Rule 144A Securities, any interest in the
Rule 144A Securities or any other similar security with, any person in any
manner, or made any general solicitation by means of general advertising or
in any other manner, or taken any other action, that would constitute a
distribution of the Rule 144A Securities under the 1933 Act or that would
render the disposition of the Rule 144A Securities a violation of Section 5
of the 1933 Act or require registration
L-1
<PAGE>
pursuant thereto, nor will it act, nor has it authorized or will it
authorize any person to act, in such manner with respect to the Rule 144A
Securities.
e. The Buyer is a "qualified institutional buyer" as that term is
defined in Rule 144A under the 1933 Act and has (1) completed either of the
forms of certification to that effect attached hereto as Annex 1 or Annex
2, or (2) obtained the waiver of the Company with respect to Annex 1 and
Annex 2 pursuant to Section 5.01(f) of the Agreement. The Buyer is aware
that the sale to it is being made in reliance on Rule 144A. The Buyer is
acquiring the Rule 144A Securities for its own account or the accounts of
other qualified institutional buyers, understands that such Rule 144A
Securities may be resold, pledged or transferred only (i) to a person
reasonably believed to be a qualified institutional buyer that purchases
for its own account or for the account of a qualified institutional buyer
to whom notice is given that the resale, pledge or transfer is being made
in reliance on Rule 144A, or (ii) pursuant to another exemption from
registration under the 1933 Act.
f. The Buyer is not affiliated with (i) the Trustee or (ii) any Rating
Agency that rated the Rule 144A Securities.
g. If applicable, the Buyer has complied, and will continue to comply,
with the guidelines established by Thrift Bulletin 12 issued December 13,
1988, by the Office of Regulatory Activities of the Federal Home Loan Bank
System.
3. The Buyer warrants and represents to, and covenants with, the Seller,
the Master Servicer and the Company that (1) the Buyer is not an employee
benefit plan (within the meaning of Section 3(3) of the Employee Retirement
Income Security Act of 1974, as amended ("ERISA")), subject to the prohibited
transaction provisions of ERISA ("Plan"), or a plan (within the meaning of
Section 4975(e)(1) of the Internal Revenue Code of 1986 ("Code")) subject to
Section 4975 of the Code (also a "Plan"), and the Buyer is not directly or
indirectly purchasing the Rule 144A Securities on behalf of, as investment
manager of, as named fiduciary of, as trustee of, or with "plan assets" of any
Plan, (2) the Buyer"s purchase of the Rule 144A Securities is permissible under
applicable law, will not constitute or result in a non-exempt prohibited
transaction under Section 406 of ERISA or Section 4975 of the Code and will not
subject the Trustee, the Master Servicer or the Company to any obligation or
liability (including obligations or liabilities under Section 406 of ERISA or
Section 4975 of the Code) in addition to those undertaken in this Agreement or
(iii) the Buyer is an insurance company, the source of funds to be used by it to
purchase the Rule 144A Securities is an "insurance company general account"
(within the meaning of Department of Labor Prohibited Transaction Class
Exemption ("PTCE") 95-60), and the purchase is being made in reliance upon the
availability of the exemptive relief afforded under Section III of PTCE 95-60.
4. This document may be executed in one or more counterparts and by the
different parties hereto on separate counterparts, each of which, when so
executed, shall be deemed to be an original; such counterparts, together, shall
constitute one and the same document.
IN WITNESS WHEREOF, each of the parties has executed this document as of
the date set forth below.
- ------------------------- -------------------------------
Print Name of Seller Print Name of Buyer
By: By:
--------------------------- ----------------------------
Name: Name:
Title: Title:
Taxpayer Identification: Taxpayer Identification:
No. No.
--------------------------- ----------------------------
Date: Date:
------------------------- ---------------------
L-2
<PAGE>
ANNEX 1 TO EXHIBIT L
QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
[For Buyers Other Than Registered Investment Companies]
The undersigned hereby certifies as follows in connection with the Rule 144A
Investment Representation to which this Certification is attached:
1. As indicated below, the undersigned is the President, Chief Financial
Officer, Senior Vice President or other executive officer of the Buyer.
2. In connection with purchases by the Buyer, the Buyer is a "qualified
institutional buyer" as that term is defined in Rule 144A under the Securities
Act of 1933 ("Rule 144A") because (i) the Buyer owned and/or invested on a
discretionary basis $______________________(1) in securities (except for the
excluded securities referred to below) as of the end of the Buyer"s most recent
fiscal year (such amount being calculated in accordance with Rule 144A) and (ii)
the Buyer satisfies the criteria in the category marked below.
___ CORPORATION, ETC. The Buyer is a corporation (other than a bank,
savings and loan association or similar institution), Massachusetts or
similar business trust, partnership, or charitable organization
described in Section 501(c)(3) of the Internal Revenue Code.
___ BANK. The Buyer (a) is a national bank or banking institution
organized under the laws of any State, territory or the District of
Columbia, the business of which is substantially confined to banking
and is supervised by the State or territorial banking commission or
similar official or is a foreign bank or equivalent institution, and
(b) has an audited net worth of at least $25,000,000 as demonstrated
in its latest annual financial statements, A COPY OF WHICH IS ATTACHED
HERETO.
___ SAVINGS AND LOAN. The Buyer (a) is a savings and loan association,
building and loan association, cooperative bank, homestead association
or similar institution, which is supervised and examined by a State or
Federal authority having supervision over any such institutions or is
a foreign savings and loan association or equivalent institution and
(b) has an audited net worth of at least $25,000,000 as demonstrated
in its latest annual financial statements.
___ BROKER-DEALER. The Buyer is a dealer registered pursuant to Section 15
of the Securities Exchange Act of 1934.
___ INSURANCE COMPANY. The Buyer is an insurance company whose primary and
predominant business activity is the writing of insurance or the
reinsuring of risks underwritten by insurance companies and which is
subject to supervision by the insurance commissioner or a similar
official or agency of a State or territory or the District of
Columbia.
___ STATE OR LOCAL PLAN. The Buyer is a plan established and maintained by
a State, its political subdivisions, or any agency or instrumentality
of the State or its political subdivisions, for the benefit of its
employees.
___ ERISA PLAN. The Buyer is an employee benefit plan within the meaning
of Section 3(3) of the Employee Retirement Income Security Act of
1974, as amended ("ERISA") and is subject to the fiduciary
responsibility provisions of ERISA.
- ------------------------
(1) Buyer must own and/or invest on a discretionary basis at least $100,000,000
in securities unless Buyer is a dealer, and, in that case, Buyer must own and/or
invest on a discretionary basis at least $10,000,000 in securities.
L-1-1
<PAGE>
___ INVESTMENT ADVISER. The Buyer is an investment adviser registered
under the Investment Advisers Act of 1940.
___ SBIC. The Buyer is a Small Business Investment Company licensed by the
U.S. Small Business Administration under Section 301(c) or (d) of the
Small Business Investment Act of 1958.
___ BUSINESS DEVELOPMENT COMPANY. The Buyer is a business development
company as defined in Section 202(a)(22) of the Investment Advisers
Act of 1940.
___ TRUST FUND. The Buyer is a trust fund whose trustee is a bank or trust
company and whose participants are exclusively (a) plans established
and maintained by a State, its political subdivisions, or any agency
or instrumentality of the State or its political subdivisions, for the
benefit of its employees, or (b) employee benefit plans within the
meaning of Title I of the Employee Retirement Income Security Act of
1974, but is not a trust fund that includes as participants individual
retirement accounts or H.R. 10 plans.
3. The term "SECURITIES" as used herein DOES NOT INCLUDE (i) securities of
issuers that are affiliated with the Buyer, (ii) securities that are part of an
unsold allotment to or subscription by the Buyer, if the Buyer is a dealer,
(iii) bank deposit notes and certificates of deposit, (iv) loan participations,
(v) repurchase agreements, (vi) securities owned but subject to a repurchase
agreement and (vii) currency, interest rate and commodity swaps.
4. For purposes of determining the aggregate amount of securities owned
and/or invested on a discretionary basis by the Buyer, the Buyer used the cost
of such securities to the Buyer and did not include any of the securities
referred to in the preceding paragraph. Further, in determining such aggregate
amount, the Buyer may have included securities owned by subsidiaries of the
Buyer, but only if such subsidiaries are consolidated with the Buyer in its
financial statements prepared in accordance with generally accepted accounting
principles and if the investments of such subsidiaries are managed under the
Buyer"s direction. However, such securities were not included if the Buyer is a
majority-owned, consolidated subsidiary of another enterprise and the Buyer is
not itself a reporting company under the Securities Exchange Act of 1934.
5. The Buyer acknowledges that it is familiar with Rule 144A and
understands that the seller to it and other parties related to the Certificates
are relying and will continue to rely on the statements made herein because one
or more sales to the Buyer may be in reliance on Rule 144A.
___ ___ Will the Buyer be purchasing the Rule 144A
Yes No Securities only for the Buyer"s own account?
6. If the answer to the foregoing question is "no", the Buyer agrees that,
in connection with any purchase of securities sold to the Buyer for the account
of a third party (including any separate account) in reliance on Rule 144A, the
Buyer will only purchase for the account of a third party that at the time is a
"qualified institutional buyer" within the meaning of Rule 144A. In addition,
the Buyer agrees that the Buyer will not purchase securities for a third party
unless the Buyer has obtained a current representation letter from such third
party or taken other appropriate steps contemplated by Rule 144A to conclude
that such third party independently meets the definition of "qualified
institutional buyer" set forth in Rule 144A.
L-1-2
<PAGE>
7. The Buyer will notify each of the parties to which this certification is
made of any changes in the information and conclusions herein. Until such notice
is given, the Buyer"s purchase of Rule 144A Securities will constitute a
reaffirmation of this certification as of the date of such purchase.
------------------------------------------
Print Name of Buyer
By:
-------------------------------------
Name:
Title:
Date:
-------------------------------------
L-1-3
<PAGE>
ANNEX 2 TO EXHIBIT L
QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
[For Buyers That Are Registered Investment Companies]
The undersigned hereby certifies as follows in connection with the Rule
144A Investment Representation to which this Certification is attached:
1. As indicated below, the undersigned is the President, Chief Financial
Officer or Senior Vice President of the Buyer or, if the Buyer is a "qualified
institutional buyer" as that term is defined in Rule 144A under the Securities
Act of 1933 ("Rule 144A") because Buyer is part of a Family of Investment
Companies (as defined below), is such an officer of the Adviser.
2. In connection with purchases by Buyer, the Buyer is a "qualified
institutional buyer" as defined in SEC Rule 144A because (i) the Buyer is an
investment company registered under the Investment Company Act of 1940, and (ii)
as marked below, the Buyer alone, or the Buyer"s Family of Investment Companies,
owned at least $100,000,000 in securities (other than the excluded securities
referred to below) as of the end of the Buyer"s most recent fiscal year. For
purposes of determining the amount of securities owned by the Buyer or the
Buyer"s Family of Investment Companies, the cost of such securities was used.
____ The Buyer owned $___________________ in securities (other than the
excluded securities referred to below) as of the end of the Buyer"s
most recent fiscal year (such amount being calculated in accordance
with Rule 144A).
____ The Buyer is part of a Family of Investment Companies which owned in
the aggregate $______________ in securities (other than the excluded
securities referred to below) as of the end of the Buyer"s most recent
fiscal year (such amount being calculated in accordance with Rule
144A).
3. The term "FAMILY OF INVESTMENT COMPANIES" as used herein means two or
more registered investment companies (or series thereof) that have the same
investment adviser or investment advisers that are affiliated (by virtue of
being majority owned subsidiaries of the same parent or because one investment
adviser is a majority owned subsidiary of the other).
4. The term "SECURITIES" as used herein does not include (i) securities of
issuers that are affiliated with the Buyer or are part of the Buyer"s Family of
Investment Companies, (ii) bank deposit notes and certificates of deposit, (iii)
loan participations, (iv) repurchase agreements, (v) securities owned but
subject to a repurchase agreement and (vi) currency, interest rate and commodity
swaps.
5. The Buyer is familiar with Rule 144A and understands that each of the
parties to which this certification is made are relying and will continue to
rely on the statements made herein because one or more sales to the Buyer will
be in reliance on Rule 144A. In addition, the Buyer will only purchase for the
Buyer"s own account.
L-2-1
<PAGE>
6. The undersigned will notify each of the parties to which this
certification is made of any changes in the information and conclusions herein.
Until such notice, the Buyer"s purchase of Rule 144A Securities will constitute
a reaffirmation of this certification by the undersigned as of the date of such
purchase.
---------------------------------------------
Print Name of Buyer
By:
-----------------------------------------
Name:
-------------------------------------
Title:
------------------------------------
IF AN ADVISER:
---------------------------------------------
Print Name of Buyer
Date:
----------------------------------------
Signature
(SEAL) ------------------------------------
L-2-2
<PAGE>
EXHIBIT M
[Date]
[Company]
Re: Pooling and Servicing Agreement dated as of November 1, 1996 among PNC
Mortgage Securities Corp., as Depositor and Master Servicer, and First Bank
National Association, as Trustee, relating to PNC Mortgage Securities Corp.
Mortgage Pass-Through Certificates, Series 1996-3
Ladies and Gentlemen:
In accordance with Section 2.02 of the above-captioned Pooling and
Servicing Agreement, the undersigned, as Trustee, hereby certifies that, except
as noted on the attachment hereto, as to each Mortgage Loan listed in the
Mortgage Loan Schedule (other than any Mortgage Loan paid in full or listed on
the attachment hereto) it or the Custodian on its behalf has reviewed the
documents delivered to it or to the Custodian on its behalf pursuant to Section
2.01 of the Pooling and Servicing Agreement and has determined that (i) all
documents required (in the case of instruments described in clauses (X)(vi) and
(Y)(x) of the definition of "Mortgage File," known by the Trustee to be
required) pursuant to the third paragraph of Section 2.01 of the Pooling and
Servicing Agreement have been executed and received as of the date hereof are in
its possession or in the possession of the Custodian on its behalf and (ii) all
such documents have been executed and relate to the Mortgage Loans identified
in the Mortgage Loan Schedule. The Trustee has made no independent examination
of such documents beyond the review specifically required in the above
referenced Pooling and Servicing Agreement and has relied upon the purported
genuineness and due execution of any such documents and upon the purported
genuineness of any signature thereon. The Trustee makes no representations as
to: (i) the validity, legality, enforceability or genuineness of any of the
documents contained in each Mortgage File or any of the Mortgage Loans
identified on the Mortgage Loan Schedule, or (ii) the collectability,
insurability, effectiveness or suitability of any such Mortgage Loan.
Capitalized words and phrases used herein shall have the respective
meanings assigned to them in the above-captioned Pooling and Servicing
Agreement.
-------------------------
as Trustee
By:
--------------------
Name:
--------------------
Title:
--------------------
M-1
<PAGE>
EXHIBIT N
Schedule of Certain Mortgage Loans With Group Primary Insurance Policies
The following 21 Mortgage Loans identified by the respective loan numbers
assigned thereto and stated in the Schedule of Mortgage Loans:
600054411
600054412
600054413
600054414
600054415
600054416
600054417
600054418
600054419
600054420
600054421
600054422
600054423
600054424
600054425
600054426
600054427
600054428
600054488
600054495
600054496
N-1
