<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
JUNE 28, 1996
(DATE OF EARLIEST EVENT REPORTED)
PNC MORTGAGE SECURITIES CORP.
AS DEPOSITOR AND MASTER SERVICER UNDER A
POOLING AND SERVICING AGREEMENT
DATED AS OF JUNE 1, 1996
PROVIDING FOR THE ISSUANCE OF
$86,023,739
MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 1996-2
Delaware 33-84896 36-4090068
(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 June 28, 1996 (the "Closing Date"), PNC Mortgage Securities Corp. (the
"Company"), pursuant to a pooling and servicing agreement dated as of June 1,
1996 between the Company and First Bank National Association, as trustee, caused
the Mortgage Pass-Through Certificates, Series 1996-2 to be issued (the
"Certificates") which consist of the following fifteen (15) classes: (i) Class
A-1, Class A-2, Class A-3, Class A-4 and Class A-5 (the "PAC Certificates"),
(ii) Class A-6 (the "Companion Certificates"), (iii) Class A-7 (the "Senior
Support Certificates" and, with the PAC and Companion Certificates, the "Class A
Certificates"), (iv) Class X and Class P (with the Class A and Class R
Certificates, the "Senior Certificates"), (v) Class B-1, Class B-2 and Class B-3
(the "Senior Subordinate Certificates"), (vi) Class B-4 and Class B-5 (the
"Junior Subordinate Certificates" and, with the Senior Subordinate Certificates,
the "Class B Certificates") and (vii) Class R. 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 June 25,
1996 (the "Prospectus"), and Prospectus Supplement dated June 25, 1996 (the
"Prospectus Supplement"). The Junior Subordinate Certificates are not offered
to the public pursuant to the Prospectus and Prospectus Supplement. The
Certificates evidence all the beneficial ownership interest in a trust (the
"Trust") established by the Company, the assets of which consist of a pool of
conventional fixed-rate one- to four-family residential Mortgage Loans with
original terms to maturity of not more than 15 years (the "Mortgage Loans")
deposited and master serviced by the Company, and certain other assets, as
described in the Prospectus Supplement.
The Company has caused elections to be made to treat the Trust as a "real
estate mortgage investment conduit" (a "REMIC") for federal income tax
purposes. The Certificates, other than the Class R Certificates, represent
ownership of REMIC "regular interests" in the Trust. The Class R Certificates
represent ownership of the REMIC "residual interests" in the Trust. See
"Certain Federal Income Tax Consequences" in the Prospectus Supplement and in
the Prospectus.
The Certificates evidence interests only in the Trust and are payable
solely from amounts received with respect thereto.
____________________________
* Capitalized terms used herein and not otherwise defined shall have the
meanings assigned to them in the Prospectus dated June 25, 1996, and Prospectus
Supplement dated June 25, 1996, of PNC Mortgage Securities Corp., relating to
its Mortgage Pass-Through Certificates, Series 1996-2.
2
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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 $ 38,000,000.00 6.60% February 25, 2011
Class A-2 7,769,976.00 6.60% February 25, 2011
Class A-3 7,894,550.00 6.60% February 25, 2011
Class A-4 6,264,350.00 6.60% February 25, 2011
Class A-5 2,034,000.00 6.60% February 25, 2011
Class A-6 11,728,839.00 6.60% February 25, 2011
Class A-7 8,187,980.00 6.60% February 25, 2011
Class X 0.00 (2) February 25, 2011
Class P 2,932,341.93 (3) February 25, 2011
Class B-1 649,073.00 6.60% February 25, 2011
Class B-2 216,358.00 6.60% February 25, 2011
Class B-3 346,172.00 6.60% February 25, 2011
Class R 100.00 6.60% February 25, 2011
_________________________
(1) Interest distributed to the Offered Certificates (other than the Class P
Certificates, which are not entitled to interest) on each Distribution Date
will have accrued during the preceding calendar month.
(2) The initial Remittance Rate on the Class X Certificates is approximately
0.614% per annum. Thereafter, the Class X Certificates will accrue
interest at a variable rate (as described in the Prospectus Supplement) on
the Class X Notional Amount (as defined in the Prospectus Supplement).
(3) The Class P Certificates are not entitled to distributions of interest.
The Mortgage Pool consists of Mortgage Loans having an aggregate principal
balance outstanding as of June 1, 1996 (the "Cut-Off Date"), after deducting
payments due on or before that date, of approximately $86,542,998.26.
Each Mortgage Loan has a first payment date during the period from February
1988 through February 1996, inclusive, and has an original term to maturity of
not more than 15 years. As of the Cut-Off Date, the Mortgage Interest Rate on
each Mortgage Loan was not less than 5.500% and not more than 10.875% per
annum. As of the Cut-Off Date, the weighted average of the Mortgage Interest
Rates on the Mortgage Loans was approximately 6.835% 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 5.325% and not more than 10.200% per annum. As of the Cut-Off
Date, the weighted average of the Pass-Through Rates for the Mortgage Loans was
approximately 6.603% per annum.
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All of the Mortgage Loans have principal and interest payable on the first
day of each month (the "Due Date"). None of the Mortgage Loans are Buydown
Loans. The latest original scheduled maturity of any Mortgage Loan is January
2011. Each of the Mortgage Loans had an original term to maturity of 15 years,
and as of the Cut-Off Date, the weighted average remaining term to maturity
(adjusted for Curtailments) of the Mortgage Loans was approximately 146.4
months. At origination, based upon an appraisal of the Mortgaged Property
securing each Mortgage Loan, approximately 98.1% of the Mortgage Loans had Loan-
to-Value Ratios less than or equal to 80%, and approximately 1.9% 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 64.6%. As of the Cut-Off Date, the weighted
average of the Loan-to-Value Ratios of the Mortgage Loans was approximately
57.0%. As of the Cut-Off Date, approximately 1.9% of the Mortgage Loans were
covered by Primary Insurance Policies. 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 Policies. At origination, each Mortgage Loan had a principal balance
of not less than $35,000 nor more than $1,320,000, and the average principal
balance of the Mortgage Loans as of the Cut-Off Date was approximately
$236,456. Approximately 97.1% of the Mortgage Loans were secured by
owner-occupied Mortgaged 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 2.9% 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. The aggregate principal balance of Mortgage
Loans in the Mortgage Pool originated under 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 $19,234,347, which was approximately 22.2%
of the Mortgage Pool. As of the Cut-Off Date, the weighted average of the Loan-
to-Value Ratios of such Mortgage Loans originated under such reduced
documentation programs was approximately 50.5%.
Approximately 18.2% of the Mortgage Loans are secured by Mortgaged
Properties located in California; 12.6%, in New Jersey; 10.0% in New York; 6.7%,
in Connecticut; 6.0%, in Louisiana, 5.4%, in Maryland; and no other single state
contains Mortgaged Properties securing more than 5% of the Mortgage Loans. No
more than 1.0% of the Mortage Loans are secured by Mortgaged Properties located
in any one California zip code area, and no more than 1.7% of the Mortgage Loans
are secured by Mortgaged Properties located in any other single zip code area.
Approximately 78.1% of the Mortgage Loans were originated for the purpose of
refinancing existing mortgage debt, including cash-out refinancings.
Approximately 21.9% 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
4
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of 0.125% to a maximum of 0.625%, with a weighted average of 0.182%. The Master
Servicing Fee with respect to each Mortgage Loan is 0.50%. 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 June 1, 1996.
5
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a) Number of loans: 366
b) Mortgage Interest Rates:
AGGREGATE PERCENTAGE
MORTGAGE NUMBER BALANCES AS OF AGGREGATE
INTEREST OF OF THE CUT- BALANCE OF
RATE (MIR) LOANS OFF DATE THE POOL
---------- ------ ---------------- ------------
5.500% 2 $ 387,028.04 0.45 %
5.625% 1 $ 306,535.38 0.35 %
5.750% 7 $ 1,968,295.04 2.27 %
5.875% 4 $ 1,260,429.16 1.46 %
6.000% 9 $ 2,292,770.37 2.65 %
6.125% 9 $ 2,896,045.74 3.35 %
6.250% 15 $ 4,029,251.08 4.66 %
6.375% 34 $ 7,845,893.31 9.07 %
6.500% 43 $ 11,977,312.70 13.84 %
6.625% 31 $ 8,211,239.85 9.49 %
6.750% 28 $ 6,586,614.72 7.61 %
6.875% 52 $ 13,089,622.45 15.12 %
7.000% 26 $ 6,578,125.88 7.60 %
7.050% 1 $ 77,252.75 0.09 %
7.125% 16 $ 4,962,388.19 5.73 %
7.220% 1 $ 199,770.48 0.23 %
7.250% 12 $ 2,752,635.37 3.18 %
7.375% 15 $ 2,985,781.79 3.45 %
7.450% 1 $ 343,798.52 0.40 %
7.500% 7 $ 1,441,980.43 1.67 %
7.600% 2 $ 185,837.17 0.21 %
7.625% 4 $ 548,811.61 0.63 %
7.650% 1 $ 536,740.63 0.62 %
7.700% 1 $ 28,738.46 0.03 %
7.750% 3 $ 1,071,022.56 1.24 %
8.625% 1 $ 46,147.43 0.05 %
9.250% 1 $ 89,850.85 0.10 %
9.625% 20 $ 1,983,945.10 2.29 %
9.750% 18 $ 1,735,722.21 2.01 %
10.875% 1 $ 123,410.99 0.14 %
----- ---------------- -----------
TOTAL 366 $ 86,542,998.26 100.00 %
===== ================
6
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c) Pass-Through Rates:
AGGREGATE WEIGHTED AVERAGE
BALANCES AS WEIGHTED SCHEDULED
RANGE OF OF THE CUT- AVERAGE REMAINING TERM
PASS-THROUGH RATES OFF DATE MIRS (in months)
------------------ -------------- ----------- ----------------
5.251 - 5.500% $ 693,563.42 5.555% 150
5.501 - 5.750% $ 3,228,724.20 5.799% 148
5.751 - 6.000% $ 5,399,983.91 6.077% 149
6.001 - 6.250% $ 14,007,133.27 6.362% 149
6.251 - 6.500% $ 20,393,552.28 6.582% 146
6.501 - 6.750% $ 20,120,689.67 6.869% 149
6.751 - 7.000% $ 11,037,240.74 7.110% 149
7.001 - 7.250% $ 5,311,883.76 7.401% 148
7.251 - 7.500% $ 2,371,150.43 7.686% 150
8.251 - 8.500% $ 46,147.43 8.625% 158
8.751 - 9.000% $ 89,850.85 9.250% 160
9.251 - 9.500% $ 3,719,667.31 9.683% 163
10.001 - 10.250% $ 123,410.99 10.875% 79
--------------- ------ ------
$ 86,542,998.26 6.835% * 149 *
===============
* Represents a weighted average (by principal balance) of all the
Mortgage Loans.
7
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d) Original Principal Balances:
AGGREGATE PERCENTAGE
NUMBER BALANCES AS OF AGGREGATE
ORIGINAL OF OF THE CUT- BALANCE OF
BALANCES LOANS OFF DATE POOL
------------------- ------ ---------------- ------------
$ 50,000 OR LESS 6 $ 246,760.16 0.29 %
$ 50,001 - 75,000 22 $ 1,300,093.04 1.50 %
$ 75,001 - 100,000 33 $ 2,717,125.41 3.14 %
$100,001 - 150,000 30 $ 3,445,383.83 3.98 %
$150,001 - 200,000 13 $ 2,084,828.43 2.41 %
$200,001 - 250,000 81 $ 16,400,156.37 18.95 %
$250,001 - 300,000 73 $ 17,890,948.71 20.67 %
$300,001 - 350,000 41 $ 11,640,154.99 13.45 %
$350,001 - 400,000 15 $ 5,066,134.25 5.85 %
$400,001 - 450,000 11 $ 4,188,435.12 4.84 %
$450,001 - 500,000 14 $ 5,851,562.32 6.76 %
OVER $500,000 27 $ 15,711,415.63 18.15 %
------ ---------------- ------------
TOTAL 366 $ 86,542,998.26 100.00 %
====== ================
Outstanding principal balance of the smallest Mortgage Loan
at the Cut-Off Date: $28,738.46
Outstanding principal balance of the largest Mortgage Loan
at the Cut-Off Date: $1,185,162.08
8
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e) Years of initial Monthly Payment:
AGGREGATE PERCENTAGE
YEAR NUMBER BALANCES AS OF AGGREGATE
OF OF OF THE CUT- BALANCE OF
PAYMENT LOANS OFF DATE POOL
------- ------ ---------------- ------------
1988 1 $ 123,410.99 0.14 %
1993 205 $ 53,422,790.01 61.73 %
1994 127 $ 29,511,798.94 34.10 %
1995 32 $ 3,189,487.58 3.69 %
1996 1 $ 295,510.74 0.34 %
------ ---------------- ------------
TOTAL 366 $ 86,542,998.26 100.00 %
====== ================
9
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f) Current Loan-to-Value Ratios:
AGGREGATE PERCENTAGE
CURRENT NUMBER BALANCES AS OF AGGREGATE
LOAN-TO-VALUE OF OF THE CUT- BALANCE OF
RATIOS LOANS OFF DATE POOL
-------------- ------ ---------------- ------------
60.00% OR LESS 211 $ 44,854,031.29 51.83 %
60.01-70.00% 124 $ 32,822,509.85 37.93 %
70.01-75.00% 25 $ 7,451,676.80 8.61 %
75.01-80.00% 6 $ 1,414,780.32 1.63 %
------ ---------------- ------------
TOTAL 366 $ 86,542,998.26 100.00 %
====== ================
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g) Types of Mortgaged Properties:
AGGREGATE PERCENTAGE
NUMBER BALANCES AS OF AGGREGATE
PROPERTY OF OF THE CUT- BALANCE OF
TYPES LOANS OFF DATE POOL
------------ ------ ----------------- ------------
SINGLE FAMILY DETACHED 276 $ 66,665,254.05 77.03 %
DUPLEX 5 $ 460,223.64 0.53 %
CONDOMINIUM 13 $ 2,309,594.88 2.67 %
PLANNED UNIT DEVELOPMENT 72 $ 17,107,925.69 19.77 %
------ ----------------- ------------
TOTAL 366 $ 86,542,998.26 100.00 %
====== =================
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h) Geographic Distribution by state:
AGGREGATE PERCENTAGE
NUMBER BALANCES AS OF AGGREGATE
OF OF THE CUT- BALANCE OF
STATE LOANS OFF DATE POOL
-------------------- ------ ----------------- ------------
ALABAMA 4 $ 1,423,630.85 1.64 %
ARIZONA 6 $ 1,517,311.95 1.75 %
CALIFORNIA 52 $ 15,774,114.43 18.23 %
COLORADO 8 $ 3,156,017.60 3.65 %
CONNECTICUT 17 $ 5,783,875.23 6.68 %
DELAWARE 4 $ 950,604.68 1.10 %
FLORIDA 17 $ 4,065,707.65 4.70 %
GEORGIA 7 $ 1,442,656.00 1.67 %
ILLINOIS 9 $ 2,352,901.26 2.72 %
LOUISIANA 21 $ 5,220,621.63 6.03 %
MAINE 2 $ 221,906.27 0.26 %
MARYLAND 18 $ 4,679,158.69 5.41 %
MASSACHUSETTS 7 $ 914,447.94 1.06 %
MICHIGAN 8 $ 1,691,966.80 1.96 %
MINNESOTA 5 $ 1,505,838.12 1.74 %
MISSOURI 6 $ 1,371,990.46 1.59 %
NEVADA 1 $ 174,068.63 0.20 %
NEW HAMPSHIRE 3 $ 711,127.19 0.82 %
NEW JERSEY 53 $ 10,899,580.08 12.59 %
NEW YORK 51 $ 8,621,995.48 9.96 %
NORTH CAROLINA 8 $ 1,449,669.65 1.68 %
OHIO 3 $ 490,181.05 0.57 %
OKLAHOMA 1 $ 126,901.14 0.15 %
OREGON 2 $ 535,881.89 0.62 %
PENNSYLVANIA 20 $ 4,237,400.84 4.90 %
RHODE ISLAND 3 $ 620,876.13 0.72 %
TENNESSEE 4 $ 817,024.87 0.94 %
TEXAS 8 $ 1,694,624.82 1.96 %
UTAH 2 $ 364,349.47 0.42 %
VIRGINIA 13 $ 3,191,765.72 3.69 %
WASHINGTON 3 $ 534,801.74 0.62 %
------ ----------------- ------------
TOTAL 366 $ 86,542,998.26 100.00 %
====== ===============
12
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i) Scheduled maturity years:
AGGREGATE PERCENTAGE
YEAR NUMBER BALANCES AS OF AGGREGATE
OF OF OF THE CUT- BALANCE OF
MATURITY LOANS OFF DATE POOL
-------- ------ ------------------ ------------
2003 7 $ 1,486,266.41 1.72 %
2005 1 $ 82,920.72 0.10 %
2006 1 $ 269,675.25 0.31 %
2008 265 $ 68,514,023.04 79.17 %
2009 64 $ 13,366,115.72 15.44 %
2010 27 $ 2,528,486.38 2.92 %
2011 1 $ 295,510.74 0.34 %
------ ------------------ ------------
TOTAL 366 $ 86,542,998.26 100.00 %
====== ==================
Weighted average (by principal balance) remaining term
(adjusted for curtailments) of the Mortgage Loans
calculated as of the Cut-Off Date: 146.4 months
Latest scheduled maturity of any Mortgage Loan: January, 2011
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j) Original Terms:
AGGREGATE PERCENTAGE
NUMBER BALANCES AS OF AGGREGATE
LOAN TERM OF OF THE CUT- BALANCE OF
(IN MONTHS) LOANS OFF DATE POOL
--------------- ------ ---------------- ------------
120 7 $ 1,445,776.14 1.67 %
156 1 $ 269,675.25 0.31 %
180 358 $ 84,827,546.87 98.02 %
------ ---------------- ------------
TOTAL 366 $ 86,542,998.26 100.00 %
====== ================
14
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k) Documentation Program Types:
AGGREGATE PERCENTAGE
NUMBER BALANCES AS OF AGGREGATE
OF OF THE CUT- BALANCE OF
LOAN TYPE LOANS OFF DATE POOL
------------------------- ------ ---------------- ------------
FULL DOCUMENTATION 237 $ 67,308,651.27 77.77 %
LIMITED DOCUMENTATION 129 $ 19,234,346.99 22.23 %
------ ---------------- ------------
TOTAL 366 $ 86,542,998.26 100.00 %
====== ================
15
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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: June 28, 1996.
PNC MORTGAGE SECURITIES
CORP.
(Registrant)
By: \s\ Thomas G. Lehmann
-------------------
Thomas G. Lehmann
Vice President
(Authorized Officer)
16
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EXHIBIT 4.1
[Execution Copy]
PNC MORTGAGE SECURITIES CORP.,
as Depositor and Master Servicer
and
FIRST BANK
NATIONAL ASSOCIATION,
as Trustee
POOLING AND SERVICING AGREEMENT
$86,542,998.26
PNC Mortgage Securities Corp.
Mortgage Pass-Through Certificates
Series 1996-2
Cut-Off Date: June 1, 1996
<PAGE>
TABLE OF CONTENTS
PAGE
Preliminary Statement. . . . . . . . . . . . . . . . . . . . . . . . . . . 1
ARTICLE I
Section 1.01. DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . 3
Aggregate Certificate Principal Balance . . . . . . . . . . 3
Appraised Value . . . . . . . . . . . . . . . . . . . . . . 3
Authenticating Agent. . . . . . . . . . . . . . . . . . . . 4
Authorized Denomination . . . . . . . . . . . . . . . . . . 4
Available Distribution Amount . . . . . . . . . . . . . . . 4
Bankruptcy Coverage . . . . . . . . . . . . . . . . . . . . 5
Bankruptcy Coverage Initial Amount. . . . . . . . . . . . . 5
Bankruptcy Loss . . . . . . . . . . . . . . . . . . . . . . 5
Beneficial Holder:. . . . . . . . . . . . . . . . . . . . . 5
Book-Entry Certificates . . . . . . . . . . . . . . . . . . 5
Business Day. . . . . . . . . . . . . . . . . . . . . . . . 5
Buydown Agreement . . . . . . . . . . . . . . . . . . . . . 5
Buydown Fund. . . . . . . . . . . . . . . . . . . . . . . . 6
Buydown Fund Account. . . . . . . . . . . . . . . . . . . . 6
Buydown Loan. . . . . . . . . . . . . . . . . . . . . . . . 6
Certificate . . . . . . . . . . . . . . . . . . . . . . . . 6
Certificate Account . . . . . . . . . . . . . . . . . . . . 6
Certificate Distribution Amount . . . . . . . . . . . . . . 6
Certificate Principal Balance . . . . . . . . . . . . . . . 10
Certificate Register and Certificate Registrar. . . . . . . 10
Certificateholder or Holder . . . . . . . . . . . . . . . . 10
Class . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Class A Certificates. . . . . . . . . . . . . . . . . . . . 11
Class A-1 Certificates. . . . . . . . . . . . . . . . . . . 11
Class A-2 Certificates. . . . . . . . . . . . . . . . . . . 11
Class A-3 Certificates. . . . . . . . . . . . . . . . . . . 11
Class A-4 Certificates. . . . . . . . . . . . . . . . . . . 11
Class A-5 Certificates. . . . . . . . . . . . . . . . . . . 11
Class A-6 Certificates. . . . . . . . . . . . . . . . . . . 11
Class A-7 Certificates. . . . . . . . . . . . . . . . . . . 11
Class B Certificates. . . . . . . . . . . . . . . . . . . . 11
Class B-1 Certificates. . . . . . . . . . . . . . . . . . . 11
Class B-2 Certificates. . . . . . . . . . . . . . . . . . . 11
Class B-3 Certificates. . . . . . . . . . . . . . . . . . . 11
Class B-4 Certificates. . . . . . . . . . . . . . . . . . . 11
Class B-5 Certificates. . . . . . . . . . . . . . . . . . . 12
Class P Certificates. . . . . . . . . . . . . . . . . . . . 12
Class P Fraction. . . . . . . . . . . . . . . . . . . . . . 12
Class P Mortgage Loan . . . . . . . . . . . . . . . . . . . 12
i
<PAGE>
PAGE
Class Principal Balance . . . . . . . . . . . . . . . . . . 12
Class R Certificates. . . . . . . . . . . . . . . . . . . . 12
Class X Certificates. . . . . . . . . . . . . . . . . . . . 12
Class X Notional Amount . . . . . . . . . . . . . . . . . . 12
Clearing Agency . . . . . . . . . . . . . . . . . . . . . . 12
Closing Date. . . . . . . . . . . . . . . . . . . . . . . . 12
Code. . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Combined Prepayment Percentage. . . . . . . . . . . . . . . 13
Company . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Compensating Interest . . . . . . . . . . . . . . . . . . . 13
Corporate Trust Office. . . . . . . . . . . . . . . . . . . 13
Credit Support Depletion Date . . . . . . . . . . . . . . . 13
Curtailment . . . . . . . . . . . . . . . . . . . . . . . . 13
Curtailment Shortfall . . . . . . . . . . . . . . . . . . . 13
Custodial Account for P&I . . . . . . . . . . . . . . . . . 13
Custodial Account for Reserves. . . . . . . . . . . . . . . 13
Custodial Agreement . . . . . . . . . . . . . . . . . . . . 14
Custodian . . . . . . . . . . . . . . . . . . . . . . . . . 14
Cut-Off Date. . . . . . . . . . . . . . . . . . . . . . . . 14
DCR . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Definitive Certificates . . . . . . . . . . . . . . . . . . 14
Depositary Agreement. . . . . . . . . . . . . . . . . . . . 14
Determination Date. . . . . . . . . . . . . . . . . . . . . 14
Disqualified Organization . . . . . . . . . . . . . . . . . 14
Distribution Date . . . . . . . . . . . . . . . . . . . . . 14
DTC . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
DTC Participant . . . . . . . . . . . . . . . . . . . . . . 14
Due Date. . . . . . . . . . . . . . . . . . . . . . . . . . 14
Eligible Institution. . . . . . . . . . . . . . . . . . . . 14
Eligible Investments. . . . . . . . . . . . . . . . . . . . 15
ERISA . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
Event of Default. . . . . . . . . . . . . . . . . . . . . . 16
Excess Liquidation Proceeds . . . . . . . . . . . . . . . . 16
FDIC. . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
FHA . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
FHLB. . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
FHLMC . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
Final Maturity Date . . . . . . . . . . . . . . . . . . . . 16
FNMA. . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
Fraud Coverage. . . . . . . . . . . . . . . . . . . . . . . 16
Fraud Coverage Initial Amount . . . . . . . . . . . . . . . 16
Fraud Loss. . . . . . . . . . . . . . . . . . . . . . . . . 16
Indirect DTC Participants . . . . . . . . . . . . . . . . . 17
Insurance Proceeds. . . . . . . . . . . . . . . . . . . . . 17
Interest Distribution Amount. . . . . . . . . . . . . . . . 17
Investment Account. . . . . . . . . . . . . . . . . . . . . 17
Investment Depository . . . . . . . . . . . . . . . . . . . 17
Junior Subordinate Certificates . . . . . . . . . . . . . . 17
ii
<PAGE>
PAGE
Lender. . . . . . . . . . . . . . . . . . . . . . . . . . . 17
Liquidated Mortgage Loan. . . . . . . . . . . . . . . . . . 17
Liquidation Principal . . . . . . . . . . . . . . . . . . . 17
Liquidation Proceeds. . . . . . . . . . . . . . . . . . . . 18
Loan-to-Value Ratio . . . . . . . . . . . . . . . . . . . . 18
Master Servicer . . . . . . . . . . . . . . . . . . . . . . 18
Master Servicing Fee. . . . . . . . . . . . . . . . . . . . 18
Monthly P&I Advance . . . . . . . . . . . . . . . . . . . . 18
Monthly Payment . . . . . . . . . . . . . . . . . . . . . . 18
Moody's . . . . . . . . . . . . . . . . . . . . . . . . . . 18
Mortgage. . . . . . . . . . . . . . . . . . . . . . . . . . 18
Mortgage File . . . . . . . . . . . . . . . . . . . . . . . 18
Mortgage Interest Rate. . . . . . . . . . . . . . . . . . . 19
Mortgage Loan Schedule. . . . . . . . . . . . . . . . . . . 19
Mortgage Loans. . . . . . . . . . . . . . . . . . . . . . . 20
Mortgage Note . . . . . . . . . . . . . . . . . . . . . . . 20
Mortgage Pool . . . . . . . . . . . . . . . . . . . . . . . 20
Mortgaged Property. . . . . . . . . . . . . . . . . . . . . 20
Mortgagor . . . . . . . . . . . . . . . . . . . . . . . . . 20
Nonrecoverable Advance. . . . . . . . . . . . . . . . . . . 20
Non-U.S. Person . . . . . . . . . . . . . . . . . . . . . . 20
OTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
Officer's Certificate . . . . . . . . . . . . . . . . . . . 20
Opinion of Counsel. . . . . . . . . . . . . . . . . . . . . 20
Original Value. . . . . . . . . . . . . . . . . . . . . . . 20
Ownership Interest. . . . . . . . . . . . . . . . . . . . . 21
Pass-Through Entity . . . . . . . . . . . . . . . . . . . . 21
Pass-Through Rate . . . . . . . . . . . . . . . . . . . . . 21
Paying Agent. . . . . . . . . . . . . . . . . . . . . . . . 21
Payoff. . . . . . . . . . . . . . . . . . . . . . . . . . . 21
Payoff Earnings . . . . . . . . . . . . . . . . . . . . . . 21
Payoff Interest . . . . . . . . . . . . . . . . . . . . . . 21
Payoff Period . . . . . . . . . . . . . . . . . . . . . . . 21
Percentage Interest . . . . . . . . . . . . . . . . . . . . 21
Permitted Transferee. . . . . . . . . . . . . . . . . . . . 22
Person. . . . . . . . . . . . . . . . . . . . . . . . . . . 22
Planned Principal Balance . . . . . . . . . . . . . . . . . 23
Prepaid Monthly Payment . . . . . . . . . . . . . . . . . . 23
Primary Insurance Policy. . . . . . . . . . . . . . . . . . 23
Principal Balance . . . . . . . . . . . . . . . . . . . . . 23
Principal Payment . . . . . . . . . . . . . . . . . . . . . 23
Principal Payment Amount. . . . . . . . . . . . . . . . . . 23
Principal Prepayment. . . . . . . . . . . . . . . . . . . . 23
Principal Prepayment Amount . . . . . . . . . . . . . . . . 23
Prior Period. . . . . . . . . . . . . . . . . . . . . . . . 24
Pro Rata Allocation . . . . . . . . . . . . . . . . . . . . 24
Purchase Obligation . . . . . . . . . . . . . . . . . . . . 24
Purchase Price. . . . . . . . . . . . . . . . . . . . . . . 24
iii
<PAGE>
PAGE
Qualified Insurer . . . . . . . . . . . . . . . . . . . . . 24
Rating Agency . . . . . . . . . . . . . . . . . . . . . . . 24
Ratings . . . . . . . . . . . . . . . . . . . . . . . . . . 24
Realized Loss . . . . . . . . . . . . . . . . . . . . . . . 24
Record Date . . . . . . . . . . . . . . . . . . . . . . . . 25
Regular Interest Certificates . . . . . . . . . . . . . . . 25
REMIC . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
REMIC Provisions. . . . . . . . . . . . . . . . . . . . . . 25
Remittance Rate . . . . . . . . . . . . . . . . . . . . . . 25
Residual Certificates . . . . . . . . . . . . . . . . . . . 26
Residual Distribution Amount. . . . . . . . . . . . . . . . 26
Responsible Officer . . . . . . . . . . . . . . . . . . . . 26
Securities Act. . . . . . . . . . . . . . . . . . . . . . . 26
Selling and Servicing Contract. . . . . . . . . . . . . . . 26
Senior Certificates . . . . . . . . . . . . . . . . . . . . 26
Senior Liquidation Amount . . . . . . . . . . . . . . . . . 26
Senior Percentage . . . . . . . . . . . . . . . . . . . . . 26
Senior Prepayment Percentage. . . . . . . . . . . . . . . . 26
Senior Principal Distribution Amount. . . . . . . . . . . . 28
Senior Subordinate Certificates . . . . . . . . . . . . . . 28
Senior Support Certificates . . . . . . . . . . . . . . . . 28
Senior Support Liquidation Amount . . . . . . . . . . . . . 28
Senior Support Percentage . . . . . . . . . . . . . . . . . 28
Senior Support Prepayment Percentage. . . . . . . . . . . . 28
Senior Support Principal Distribution Amount. . . . . . . . 29
Senior Support Trigger Date . . . . . . . . . . . . . . . . 29
Servicer. . . . . . . . . . . . . . . . . . . . . . . . . . 29
Servicing Fee . . . . . . . . . . . . . . . . . . . . . . . 29
Servicing Officer . . . . . . . . . . . . . . . . . . . . . 29
Special Hazard Coverage . . . . . . . . . . . . . . . . . . 29
Special Hazard Coverage Initial Amount. . . . . . . . . . . 30
Special Hazard Loss . . . . . . . . . . . . . . . . . . . . 30
Stepdown Percentage . . . . . . . . . . . . . . . . . . . . 30
Stripped Interest Rate. . . . . . . . . . . . . . . . . . . 30
Subordinate Certificates. . . . . . . . . . . . . . . . . . 30
Subordinate Liquidation Amount. . . . . . . . . . . . . . . 30
Subordinate Percentage. . . . . . . . . . . . . . . . . . . 30
Subordinate Prepayment Percentage . . . . . . . . . . . . . 31
Subordinate Principal Distribution Amount . . . . . . . . . 31
Subordination Level . . . . . . . . . . . . . . . . . . . . 31
Substitute Mortgage Loan. . . . . . . . . . . . . . . . . . 31
Tax Matters Person. . . . . . . . . . . . . . . . . . . . . 31
Termination Date. . . . . . . . . . . . . . . . . . . . . . 31
Termination Payment . . . . . . . . . . . . . . . . . . . . 31
Transfer. . . . . . . . . . . . . . . . . . . . . . . . . . 31
Transferee. . . . . . . . . . . . . . . . . . . . . . . . . 32
Transferee Affidavit and Agreement. . . . . . . . . . . . . 32
Trust Fund. . . . . . . . . . . . . . . . . . . . . . . . . 32
iv
<PAGE>
PAGE
Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . 32
Uncollected Interest. . . . . . . . . . . . . . . . . . . . 32
Uncompensated Interest Shortfall. . . . . . . . . . . . . . 32
Underwriting Standards. . . . . . . . . . . . . . . . . . . 32
Uninsured Cause . . . . . . . . . . . . . . . . . . . . . . 32
U.S. Person . . . . . . . . . . . . . . . . . . . . . . . . 32
VA. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
Withdrawal Date . . . . . . . . . . . . . . . . . . . . . . 32
ARTICLE II
CONVEYANCE OF THE TRUST FUND; REMIC ELECTION AND DESIGNATIONS;
ORIGINAL ISSUANCE OF CERTIFICATES
Section 2.01. CONVEYANCE OF THE TRUST FUND; REMIC ELECTION AND
DESIGNATIONS. . . . . . . . . . . . . . . . . . . . . . . . 33
Section 2.02. ACCEPTANCE BY TRUSTEE . . . . . . . . . . . . . . . . . . . 37
Section 2.03. REPRESENTATIONS AND WARRANTIES OF THE COMPANY
CONCERNING THE MORTGAGE LOANS . . . . . . . . . . . . . . . 38
Section 2.04. AUTHENTICATION OF THE CERTIFICATES. . . . . . . . . . . . . 41
ARTICLE III
ADMINISTRATION AND SERVICING OF MORTGAGE LOANS
Section 3.01. THE COMPANY TO ACT AS MASTER SERVICER . . . . . . . . . . . 41
Section 3.02. CUSTODIAL ACCOUNTS. . . . . . . . . . . . . . . . . . . . . 43
Section 3.03. THE INVESTMENT ACCOUNT; ELIGIBLE INVESTMENTS. . . . . . . . 43
Section 3.04. THE CERTIFICATE ACCOUNT . . . . . . . . . . . . . . . . . . 44
Section 3.05. PERMITTED WITHDRAWALS FROM THE CERTIFICATE ACCOUNT AND
CUSTODIAL ACCOUNTS FOR P&I AND OF BUYDOWN FUNDS FROM THE
BUYDOWN FUND ACCOUNTS . . . . . . . . . . . . . . . . . . . 44
Section 3.06. MAINTENANCE OF PRIMARY INSURANCE POLICIES; COLLECTIONS
THEREUNDER. . . . . . . . . . . . . . . . . . . . . . . . . 46
Section 3.07. MAINTENANCE OF HAZARD INSURANCE . . . . . . . . . . . . . . 46
Section 3.08. ENFORCEMENT OF DUE-ON-SALE CLAUSES; ASSUMPTION AGREEMENTS . 47
Section 3.09. REALIZATION UPON DEFAULTED MORTGAGE LOANS . . . . . . . . . 47
Section 3.10. TRUSTEE TO COOPERATE; RELEASE OF MORTGAGE FILES . . . . . . 49
Section 3.11. COMPENSATION TO THE MASTER SERVICER AND THE SERVICERS . . . 49
Section 3.12. REPORTS TO THE TRUSTEE; CERTIFICATE ACCOUNT STATEMENT . . . 50
Section 3.13. ANNUAL STATEMENT AS TO COMPLIANCE . . . . . . . . . . . . . 50
Section 3.14. ACCESS TO CERTAIN DOCUMENTATION AND INFORMATION REGARDING
THE MORTGAGE LOANS. . . . . . . . . . . . . . . . . . . . . 50
Section 3.15. ANNUAL INDEPENDENT PUBLIC ACCOUNTANTS" SERVICING REPORT . . 50
Section 3.16. [RESERVED.] . . . . . . . . . . . . . . . . . . . . . . . . 51
Section 3.17. [RESERVED.] . . . . . . . . . . . . . . . . . . . . . . . . 51
Section 3.18. [RESERVED.] . . . . . . . . . . . . . . . . . . . . . . . . 51
Section 3.19. [RESERVED.] . . . . . . . . . . . . . . . . . . . . . . . . 51
v
<PAGE>
PAGE
Section 3.20. [RESERVED.] . . . . . . . . . . . . . . . . . . . . . . . . 51
Section 3.21. ASSUMPTION OR TERMINATION OF SELLING AND SERVICING CONTRACTS
BY TRUSTEE. . . . . . . . . . . . . . . . . . . . . . . . . 51
ARTICLE IV
PAYMENTS TO CERTIFICATEHOLDERS; PAYMENT OF EXPENSES
Section 4.01. DISTRIBUTIONS TO CERTIFICATEHOLDERS . . . . . . . . . . . . 51
Section 4.02. STATEMENTS TO CERTIFICATEHOLDERS. . . . . . . . . . . . . . 52
Section 4.03. ADVANCES BY THE MASTER SERVICER; DISTRIBUTION REPORTS TO
THE TRUSTEE . . . . . . . . . . . . . . . . . . . . . . . . 53
Section 4.04. NONRECOVERABLE ADVANCES.. . . . . . . . . . . . . . . . . . 54
ARTICLE V
THE CERTIFICATES
Section 5.01. THE CERTIFICATES. . . . . . . . . . . . . . . . . . . . . . 55
Section 5.02. CERTIFICATES ISSUABLE IN CLASSES; DISTRIBUTIONS OF PRINCIPAL
AND INTEREST; AUTHORIZED DENOMINATIONS. . . . . . . . . . . 60
Section 5.03. REGISTRATION OF TRANSFER AND EXCHANGE OF CERTIFICATES . . . 60
Section 5.04. MUTILATED, DESTROYED, LOST OR STOLEN CERTIFICATES . . . . . 61
Section 5.05. PERSONS DEEMED OWNERS . . . . . . . . . . . . . . . . . . . 61
Section 5.06. TEMPORARY CERTIFICATES. . . . . . . . . . . . . . . . . . . 61
Section 5.07. BOOK-ENTRY FOR BOOK-ENTRY CERTIFICATES. . . . . . . . . . . 62
Section 5.08. NOTICES TO CLEARING AGENCY. . . . . . . . . . . . . . . . . 63
Section 5.09. DEFINITIVE CERTIFICATES . . . . . . . . . . . . . . . . . . 63
Section 5.10. OFFICE FOR TRANSFER OF CERTIFICATES . . . . . . . . . . . . 63
ARTICLE VI
THE COMPANY AND THE MASTER SERVICER
Section 6.01. LIABILITY OF THE COMPANY AND THE MASTER SERVICER. . . . . . 64
Section 6.02. MERGER OR CONSOLIDATION OF THE COMPANY OR THE MASTER
SERVICER. . . . . . . . . . . . . . . . . . . . . . . . . . 64
Section 6.03. LIMITATION ON LIABILITY OF THE COMPANY, THE MASTER SERVICER
AND OTHERS. . . . . . . . . . . . . . . . . . . . . . . . . 64
Section 6.04. THE COMPANY AND MASTER SERVICER NOT TO RESIGN . . . . . . . 65
ARTICLE VII
DEFAULT
Section 7.01. EVENTS OF DEFAULT . . . . . . . . . . . . . . . . . . . . . 65
Section 7.02. TRUSTEE TO ACT; APPOINTMENT OF SUCCESSOR. . . . . . . . . . 68
Section 7.03. NOTIFICATION TO CERTIFICATEHOLDERS. . . . . . . . . . . . . 68
vi
<PAGE>
PAGE
ARTICLE VIII
CONCERNING THE TRUSTEE
Section 8.01. DUTIES OF TRUSTEE . . . . . . . . . . . . . . . . . . . . . 68
Section 8.02. CERTAIN MATTERS AFFECTING THE TRUSTEE . . . . . . . . . . . 70
Section 8.03. TRUSTEE NOT LIABLE FOR CERTIFICATES OR MORTGAGE LOANS . . . 71
Section 8.04. TRUSTEE MAY OWN CERTIFICATES. . . . . . . . . . . . . . . . 71
Section 8.05. THE MASTER SERVICER TO PAY TRUSTEE's FEES AND EXPENSES. . . 71
Section 8.06. ELIGIBILITY REQUIREMENTS FOR TRUSTEE. . . . . . . . . . . . 71
Section 8.07. RESIGNATION AND REMOVAL OF TRUSTEE. . . . . . . . . . . . . 72
Section 8.08. SUCCESSOR TRUSTEE . . . . . . . . . . . . . . . . . . . . . 72
Section 8.09. MERGER OR CONSOLIDATION OF TRUSTEE. . . . . . . . . . . . . 73
Section 8.10. APPOINTMENT OF CO-TRUSTEE OR SEPARATE TRUSTEE . . . . . . . 73
Section 8.11. AUTHENTICATING AGENTS . . . . . . . . . . . . . . . . . . . 74
Section 8.12. PAYING AGENTS . . . . . . . . . . . . . . . . . . . . . . . 74
ARTICLE IX
TERMINATION
Section 9.01. TERMINATION UPON REPURCHASE BY THE COMPANY OR LIQUIDATION
OF ALL MORTGAGE LOANS . . . . . . . . . . . . . . . . . . . 75
Section 9.02. ADDITIONAL TERMINATION REQUIREMENTS . . . . . . . . . . . . 77
Section 9.03. TRUST IRREVOCABLE . . . . . . . . . . . . . . . . . . . . . 77
ARTICLE X
MISCELLANEOUS PROVISIONS
Section 10.01. AMENDMENT . . . . . . . . . . . . . . . . . . . . . . . . . 77
Section 10.02. RECORDATION OF AGREEMENT. . . . . . . . . . . . . . . . . . 78
Section 10.03. LIMITATION ON RIGHTS OF CERTIFICATEHOLDERS. . . . . . . . . 78
Section 10.04. ACCESS TO LIST OF CERTIFICATEHOLDERS. . . . . . . . . . . . 79
Section 10.05. GOVERNING LAW . . . . . . . . . . . . . . . . . . . . . . . 80
Section 10.06. NOTICES . . . . . . . . . . . . . . . . . . . . . . . . . . 80
Section 10.07. SEVERABILITY OF PROVISIONS. . . . . . . . . . . . . . . . . 80
Section 10.08. COUNTERPART SIGNATURES. . . . . . . . . . . . . . . . . . . 80
Section 10.09. BENEFITS OF AGREEMENT . . . . . . . . . . . . . . . . . . . 81
Section 10.10. NOTICES AND COPIES TO RATING AGENCY.. . . . . . . . . . . . 81
vii
<PAGE>
EXHIBITS
Exhibit A -- Forms of Certificates
Exhibit B -- Form of Residual Certificates
Exhibit C -- Planned Principal Balances
Exhibit D -- Schedule of Mortgage Loans
Exhibit E -- Form of Selling and Servicing Contract
Exhibit F -- Form of Transferor Certificate for Class B-4 and Class B-5
Certificates
Exhibit G -- Form of Transferee's Certificate for Class B-4 and Class B-5
Certificates
Exhibit H -- [Reserved]
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
Certificates
Exhibit L -- Form of Rule 144A Investment Representation
Exhibit M -- Form of Trustee's Certificate of Review of Mortgage Loans
viii
<PAGE>
This Pooling and Servicing Agreement, dated and effective as of June 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 Trust
Fund. On the Closing Date, the Company will acquire the Certificates from the
Trust Fund as consideration for its transfer to the Trust Fund of the Mortgage
Loans and certain other assets and will be the owner of the 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 Certificates representing in the aggregate the entire
beneficial ownership of the Trust Fund. All covenants and agreements made by the
Company and the Trustee herein with respect to the Mortgage Loans and the other
property constituting the Trust Fund are for the benefit of the Holders from
time to time of the Certificates. The Company is entering into this Agreement,
and the Trustee is accepting the trust created hereby, for good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged.
The Certificates issued hereunder, other than the Class B-4 and Class B-5
Certificates, have been offered for sale pursuant to a Prospectus dated June 25,
1996 and a Prospectus Supplement dated June 25, 1996 of the Company (together,
the "Prospectus"). The Class B-4 and Class B-5 Certificates have been offered
for sale pursuant to a Private Placement Memorandum dated June 28, 1996. The
Trust Fund created hereunder is intended to be the "Trust" as described in the
Prospectus and the Private Placement Memorandum. The following table sets 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 Trust Fund created hereunder:
1
<PAGE>
<TABLE>
<CAPTION>
REMITTANCE INITIAL CLASS LAST SCHEDULED
DESIGNATION TYPE OF INTEREST RATE(1) PRINCIPAL BALANCE DISTRIBUTION DATE*
<S> <C> <C> <C> <C>
Class A-1 Regular 6.600% $38,000,000.00 February 25, 2011
Class A-2 Regular 6.600% 7,769,976.00 February 25, 2011
Class A-3 Regular 6.600% 7,894,550.00 February 25, 2011
Class A-4 Regular 6.600% 6,264,350.00 February 25, 2011
Class A-5 Regular 6.600% 2,034,000.00 February 25, 2011
Class A-6 Regular 6.600% 11,728,839.00 February 25, 2011
Class A-7 Regular 6.600% 8,187,980.00 February 25, 2011
Class P Regular (2) 2,932,341.93 February 25, 2011
Class X Regular (3) 0.00 February 25, 2011
Class B-1 Regular 6.600% 649,073.00 February 25, 2011
Class B-2 Regular 6.600% 216,358.00 February 25, 2011
Class B-3 Regular 6.600% 346,172.00 February 25, 2011
Class B-4 Regular 6.600% 302,900.00 February 25, 2011
Class B-5 Regular 6.600% 216,358.33 February 25, 2011
Class R+ Residual 6.600% 100.00 February 25, 2011
</TABLE>
_________________
* 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 and Excess Liquidation Proceeds.
(1) Interest distributed to the Certificates (other than the Class P
Certificates, which are not entitled to interest) on each Distribution Date
will have accrued during the Prior Period.
(2) The Class P Certificates will not have a Remittance Rate and will not be
entitled to distributions of interest.
(3) The Remittance Rate applicable to the Class X Certificates shall equal the
weighted average (by Mortgage Loan Principal Balance) of the Stripped
Interest Rates for the Mortgage Loans having Pass-Through Rates in excess
of 6.600%. The initial Remittance Rate on the Class X Certificates will be
approximately 0.614% per annum. Thereafter, the Class X Certificates will
accrue interest at a variable rate (as described herein) on the Class X
Notional Amount. The Class X Notional Amount as of the Cut-Off Date will
be approximately $31,908,048.
2
<PAGE>
As provided herein, with respect to the Trust Fund, the Company will cause
an election to be made on behalf of the Trust Fund to be treated for federal
income tax purposes as a REMIC. The Certificates (other than the Class R
Certificates) will be designated regular interests in the Trust Fund and the
Class R Certificates will be designated residual interests in the Trust Fund,
for purposes of the REMIC Provisions. As of the Cut-Off Date, the Mortgage Loans
have an aggregate Principal Balance of $86,542,998.26. As of the Cut-Off Date,
the Certificates have an Aggregate Certificate Principal Balance of
$86,542,998.26. The Certificates are entitled to receive distributions based on
the Mortgage Loans and Compensating Interest.
W I T N E S S E T H:
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 the Trust Fund,
consisting of the Mortgage Loans and certain other property and to sell
beneficial ownership interests in such Trust Fund and in order to do so is
selling the 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:
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:
AGGREGATE CERTIFICATE PRINCIPAL BALANCE: At any given time, the sum of the
then current Class Principal Balances of all Classes of Certificates.
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.
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AUTHENTICATING AGENT: Any authenticating agent appointed by the Trustee
pursuant to Section 8.11.
AUTHORIZED DENOMINATION: With respect to 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, Class P and
Senior Subordinate 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 the Junior Subordinate
Certificates, an initial Certificate Principal Balance equal to $100,000 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 the Class X Certificates, a Class X Notional
Amount as of the Cut-Off Date equal to $100,000 and integral multiples of $1 in
excess thereof, except that one Certificate may be issued in a different amount.
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 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;
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(f) the sum of the Master Servicing Fee and the Servicing
Fee for each Mortgage Loan; and
(g) Excess Liquidation Proceeds;
(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.
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 (other than the Senior Support
Certificates) and Class X Certificates, beneficial ownership and transfers of
which shall be made through book entries as described in Section 5.07.
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.
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BUYDOWN FUND: A fund provided by the originator of a Mortgage Loan or
another Person to the Master Servicer 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 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 and B
hereto. The additional matter appearing in Exhibit K shall be deemed
incorporated into Exhibits A and B as though set forth at the end of Exhibit A
and at the end 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 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 DISTRIBUTION AMOUNT: (I) For any Distribution Date prior to the
Credit Support Depletion Date, the Available Distribution Amount shall be
distributed to the Certificates in the following amounts and priority and to the
extent of the Available Distribution Amount:
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(i) First, to the Class P 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 Senior Support and
the Class P Certificates), the Senior Principal Distribution
Amount as follows:
(1) first, to the Class R Certificates until the
Class R Principal Balance has been reduced to zero;
(2) second, to the Class A-1 Certificates, to the
extent necessary to reduce the Class A-1 Principal
Balance to the Planned Principal Balance of the Class
A-1 Certificates for such Distribution Date;
(3) third, to the Class A-2 Certificates, to the
extent necessary to reduce the Class A-2 Principal
Balance to the Planned Principal Balance of the Class
A-2 Certificates for such Distribution Date;
(4) fourth, to the Class A-3 Certificates, to the
extent necessary to reduce the Class A-3 Principal
Balance to the Planned Principal Balance of the Class
A-3 Certificates for such Distribution Date;
(5) fifth, to the Class A-4 Certificates, to the
extent necessary to reduce the Class A-4 Principal
Balance to the Planned Principal Balance of the Class
A-4 Certificates for such Distribution Date;
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(6) sixth, to the Class A-5 Certificates, to the
extent necessary to reduce the Class A-5 Principal
Balance to the Planned Principal Balance of the Class
A-5 Certificates for such Distribution Date;
(7) seventh, to the Class A-6 Certificates until
the Class A-6 Principal Balance has been reduced to
zero;
(8) eighth, to the Class A-5 Certificates until
the Class A-5 Principal Balance has been reduced to
zero;
(9) ninth, to the Class A-1 Certificates until the
Class A-1 Principal Balance has been reduced to zero;
(10) tenth, to the Class A-2 Certificates until
the Class A-2 Principal Balance has been reduced to
zero;
(11) eleventh, to the Class A-3 Certificates until
the Class A-3 Principal Balance has been reduced to
zero;
(12) twelfth, to the Class A-4 Certificates until
the Class A-4 Principal Balance has been reduced to
zero; and
(b) to the Senior Support Certificates, the Senior Support
Principal Distribution Amount,
with the amounts described in clauses (iv)(a) and (iv)(b) of this
definition of "Certificate Distribution Amount" to be distributed pro
rata in proportion to the Senior Principal Distribution Amount and the
Senior Support Distribution Amount in the event the Available
Distribution Amount is insufficient to pay such amounts;
(v) Fifth, for so long as the Class B Certificates are
outstanding, to the Class P Certificates, the amount payable to the
Class P Certificates on previous Distribution Dates pursuant to clause
(I)(vi) of this definition of "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 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;
(vii) Seventh, to the Class B-1 Certificates, the Interest
Distribution Amount for such Class of Certificates remaining unpaid
from previous Distribution Dates;
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(viii) Eighth, to the Class B-1 Certificates, the Interest
Distribution Amount for such Class of Certificates for the current
Distribution Date;
(ix) Ninth, to the Class B-1 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 B-1 Principal Balance has
been reduced to zero;
(x) Tenth, to the Class B-2 Certificates, the Interest
Distribution Amount for such Class of Certificates remaining unpaid
from previous Distribution Dates;
(xi) Eleventh, to the Class B-2 Certificates, the Interest
Distribution Amount for such Class of Certificates for the current
Distribution Date;
(xii) Twelfth, to the Class B-2 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 B-2 Principal Balance has
been reduced to zero;
(xiii) Thirteenth, to the Class B-3 Certificates, the Interest
Distribution Amount for such Class of Certificates remaining unpaid
from previous Distribution Dates;
(xiv) Fourteenth, to the Class B-3 Certificates, the Interest
Distribution Amount for such Class of Certificates for the current
Distribution Date;
(xv) Fifteenth, to the Class B-3 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 B-3 Principal Balance has
been reduced to zero;
(xvi) Sixteenth, to the Class B-4 Certificates, the Interest
Distribution Amount for such Class of Certificates remaining unpaid
from previous Distribution Dates;
(xvii) Seventeenth, to the Class B-4 Certificates, the Interest
Distribution Amount for such Class of Certificates for the current
Distribution Date;
(xvii) Eighteenth, to the Class B-4 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 B-4 Principal Balance has
been reduced to zero;
(xix) Nineteenth, to the Class B-5 Certificates, the Interest
Distribution Amount for such Class of Certificates remaining unpaid
from previous Distribution Dates;
(xx) Twentieth, to the Class B-5 Certificates, the Interest
Distribution Amount for such Class of Certificates for the current
Distribution Date;
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(xxi) Twenty-first, to the Class B-5 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 B-5 Principal Balance has
been reduced to zero; and
(xxii) Twenty-second, to the Class R Certificates, the Residual
Distribution Amount for such Distribution Date.
(II) For any Distribution Date on or after the Credit Support Depletion
Date, the Available Distribution Amount shall be distributed to the outstanding
Classes of Certificates in the following amounts and priority and to the extent
of the Available Distribution Amount:
(i) First, to the Class P 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 "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 "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 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 Certificates, the Residual
Distribution Amount.
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.
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CLASS: All Certificates having the same priority and rights to payments
from the Available Distribution Amount, designated as a separate Class, as set
forth in the forms of Certificates attached hereto as Exhibits A and B. Each
Class shall be entitled to receive the amounts allocated to such Class pursuant
to the definition of "Certificate Distribution Amount" only to the extent of the
Available Distribution Amount for such Distribution Date remaining after
distributions in accordance with prior clauses of the definition of "Certificate
Distribution Amount."
CLASS A CERTIFICATES: The Class A-1, Class A-2, Class A-3, Class A-4, Class
A-5, Class A-6 and Class A-7 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-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-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 B CERTIFICATES: The Class B-1, Class B-2, Class B-3, Class B-4 and
Class B-5 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-10.
CLASS B-2 CERTIFICATES: The Certificates designated as "Class B-2" on the
face thereof in substantially the form attached hereto as Exhibit A-11.
CLASS B-3 CERTIFICATES: The Certificates designated as "Class B-3" on the
face thereof in substantially the form attached hereto as Exhibit A-12.
CLASS B-4 CERTIFICATES: The Certificates designated as "Class B-4" on the
face thereof in substantially the form attached hereto as Exhibit A-13.
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CLASS B-5 CERTIFICATES: The Certificates designated as "Class B-5" on the
face thereof in substantially the form attached hereto as Exhibit A-14.
CLASS P CERTIFICATES: The Certificates designated as "Class P" on the face
thereof in substantially the form attached hereto as Exhibit A-8.
CLASS P FRACTION: For each Class P Mortgage Loan, a fraction, the numerator
of which is 6.600% less the Pass-Through Rate on such Class P Mortgage Loan and
the denominator of which is 6.600%.
CLASS P MORTGAGE LOAN: Any Mortgage Loan with a Pass-Through Rate of less
than 6.600% 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, 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 "Certificate Distribution Amount." 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 X Principal Balance 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, which has been
designated as the class of "residual interests" in the 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-9.
CLASS X NOTIONAL AMOUNT: With respect to the first Distribution Date, the
aggregate Principal Balance, as of the Cut-Off Date, of the Mortgage Loans
having Pass-Through Rates in excess of 6.600%, and, with respect to each
subsequent Distribution Date, the aggregate Principal Balance, as of the second
preceding Due Date, of the Mortgage Loans having Pass-Through Rates in excess of
6.600%, after giving effect to payments scheduled to be received as of such Due
Date, whether or not received.
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: June 28, 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.
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COMBINED PREPAYMENT PERCENTAGE: As of any Distribution Date, the excess of
100% over the 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.
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.
CREDIT SUPPORT DEPLETION DATE: The first Distribution Date on which the
aggregate Class Principal Balance of the Class B and Senior Support 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.
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
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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: June 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 June 28, 1996 by
and among DTC, the Company and the Trustee.
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 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 July 25, 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 each of DCR and Moody's, (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
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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 a 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 maturing not more than three months after the date of issuance
thereof;
(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 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
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(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.
FHLMC: Federal Home Loan Mortgage Corporation, or any successor thereto.
FINAL MATURITY DATE: February 25, 2011.
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: $1,730,860.
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
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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
Certificates, the amount of interest accrued on the respective Class Principal
Balance or, with respect to the Class X Certificates, the Class X Notional
Amount, at 1/12th of the related Remittance Rate for such Class during the Prior
Period, before giving effect to allocations of Realized Losses for the Prior
Period or distributions to be made on such 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 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 and Class B-5 Certificates,
collectively.
LENDER: An institution from which the Company purchased any Mortgage Loan
pursuant to a Selling and Servicing Contract.
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 Certificates pursuant to clause (I)(i) of the definition of "Certificate
Distribution Amount" herein) with respect to each Mortgage Loan
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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.
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:
(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 1996-2, without recourse" and all intervening
endorsements evidencing a complete chain of endorsements from the
originator to the Trustee; 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;
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(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 1996-2" 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 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 1996-2" 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, 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.
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,
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(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: The Mortgages and the related Mortgage Notes transferred
and assigned to the Trustee pursuant to the provisions hereof as from time to
time are held as part of the 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.
MORTGAGED PROPERTY: The real property, together with improvements thereto,
securing the indebtedness of the Mortgagor under the related Mortgage Loan.
MORTGAGOR: The obligor on a Mortgage Note.
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.
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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 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 July 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:
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(i) with respect to any Regular Interest Certificate (other than the
Class X Certificates), its Certificate Principal Balance divided by the
applicable Class Principal Balance;
(ii) with respect to the Class X Certificates, the percentage
resulting from the division of (a) the portion of the Class X Notional
Amount as of the Cut-Off Date evidenced by such Certificate, as set forth
on the face of such Certificate, by (b) the Class X Notional Amount as of
the Cut-Off Date; and
(iii) with respect to the Class R 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 Trust Fund, which for purposes of such rights only shall
equal:
(i) with respect to any Regular Interest Certificate (other than the
Class X Certificates), the product of ninety-nine percent (99%) and the
percentage calculated by dividing its Certificate Principal Balance by the
Aggregate Certificate Principal Balance;
(ii) with respect to any Class X 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
Trust Fund 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.
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PLANNED PRINCIPAL BALANCE: The amount set forth in the table attached
hereto as Exhibit C, for the applicable Distribution Date, for each of the
Class A-1, Class A-2, Class A-3, Class A-4 and Class A-5 Certificates, as
applicable.
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, as evidenced by a policy or certificate,
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 Trust Fund on the date of substitution, 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 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 the proceeds of each Mortgage Loan, which, during
the Prior Period, was repurchased by the Company pursuant to a Purchase
Obligation 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.
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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 Certificates as
follows: the principal portion of Realized Losses to the outstanding Classes of
Certificates, other than the Class P 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 Certificates and then the remainder of such loss
will be allocated as described above to the other outstanding Classes of
Certificates; and for the interest portion of Realized Losses, pro rata
according to the amount of interest accrued on each such Class of Certificates
(other than the Class P Certificates), in reduction thereof and then pro rata
according to the respective Class Principal Balances of each such Class of
Certificates, in reduction thereof.
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 DCR and Moody's, thereafter, each
nationally recognized statistical rating organization that has rated the
Certificates at the request of the Company, or their respective successors in
interest.
RATINGS: As of any date of determination, the ratings, if any, of the
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
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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.
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 B-5
Certificates, until the Class B-5 Principal Balance has been reduced to zero,
(b) second, to the Class B-4 Certificates, until the Class B-4 Principal Balance
has been reduced to zero, (c) third, to the Class B-3 Certificates, until the
Class B-3 Principal Balance has been reduced to zero, (d) fourth, to the Class
B-2 Certificates, until the Class B-2 Principal Balance has been reduced to
zero, (e) fifth, to the Class B-1 Certificates, until the Class B-1 Principal
Balance has been reduced to zero, and (f) sixth, to the Senior Certificates as
follows: first, to the Senior Support Certificates, until the Class Principal
Balance of the Senior Support Certificates has be reduced to zero, and then pro
rata to the other Classes of Senior Certificates (other than the Class P
Certificates) according to their Class Principal Balances in reduction of their
respective Class Principal Balances, except 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 Certificates and the remainder of such loss will be
allocated as described above in this clause (f), and (ii) for Realized Losses
allocable to interest (a) first, to the Class B-5 Certificates, in reduction of
accrued but unpaid interest thereon and then in reduction of the Class B-5
Principal Balance, (b) second, to the Class B-4 Certificates, in reduction of
accrued but unpaid interest thereon and then in reduction of the Class B-4
Principal Balance, (c) third, to the Class B-3 Certificates, in reduction of
accrued but unpaid interest thereon and then in reduction of the Class B-3
Principal Balance, (d) fourth, to the Class B-2 Certificates, in reduction of
accrued but unpaid interest thereon and then in reduction of the Class B-2
Principal Balance, (e) fifth, to the Class B-1 Certificates, in reduction of
accrued but unpaid interest thereon and then in reduction of the Class B-1
Principal Balance, and (f) sixth, to the Senior Certificates as follows: first,
to the Senior Support Certificates in reduction of accrued but unpaid interest
thereon and then in reduction of the Class Principal Balance of the Senior
Support Certificates, and then to the other Classes of Senior 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.
REGULAR INTEREST CERTIFICATES: The Certificates, other than the Class R
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.
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RESIDUAL CERTIFICATES: The Class R Certificates, which are being issued in
a single class. The Class R Certificates are hereby designated the sole Class of
"residual interests" in the REMIC related to the Trust Fund for purposes of
Section 860G(a)(2) of the Code.
RESIDUAL DISTRIBUTION AMOUNT: On any Distribution Date, any portion of the
Available Distribution Amount remaining after all distributions to the
Certificates. Upon termination of the obligations created by the Trust Fund
created hereby, the amounts which remain on deposit in the Certificate Account
after payment to the Certificateholders 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.
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, Class P, Class R and Class X
Certificates, collectively.
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 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 Senior Prepayment Percentage, if the Senior
Prepayment Percentage is less than 100%, or if the Senior Prepayment Percentage
equals 100%, the percentage obtained by dividing the Senior Percentage by the
sum of the Senior Percentage and the Senior Support Percentage and (y)
Liquidation Principal with respect to such Mortgage Loan.
SENIOR PERCENTAGE: With respect to any Distribution Date, the sum of the
Class Principal Balances of the Senior Certificates (reduced by the Class P
Principal Balance and Senior Support Principal Balance) divided by the aggregate
Class Principal Balance of all Classes of Certificates (reduced by the Class P
Principal Balance), in each case, immediately prior to such Distribution Date.
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 Senior Percentage, the
Subordinate
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Percentage and the applicable Stepdown Percentage of the Senior Support
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 Senior Percentage,
the Subordinate Percentage and the applicable Stepdown Percentage of the Senior
Support 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 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 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
Senior Percentage for such Distribution Date plus 70% of the sum of the Senior
Support 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 Senior Percentage of such
Distribution Date plus 60% of the sum of the Senior Support 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 Senior Percentage for such Distribution Date plus 40% of
the sum of the Senior Support 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 Senior
Percentage for such Distribution Date plus 20% of the sum of the Senior Support
Percentage and Subordinate Percentage for such Distribution Date; and (5) for
any such Distribution Date thereafter, the Senior Percentage for such
Distribution Date. If on any Distribution Date the allocation to the Senior
Certificates (other than the Senior Support and Class P Certificates) of
Principal Prepayments in the percentage required would reduce the sum of the
Class Principal Balances of the Senior
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Certificates (other than the Senior Support and Class P Certificates) below
zero, the 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 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.
SENIOR PRINCIPAL DISTRIBUTION AMOUNT: For any Distribution Date, an amount
equal to the sum of (a) the Senior Percentage of the Principal Payment Amount
(exclusive of the portion thereof attributable to principal distributions to the
Class P Certificates pursuant to clause (I)(i) of the definition of "Certificate
Distribution Amount"), (b) the Senior Prepayment Percentage of the Principal
Prepayment Amount (exclusive of the portion thereof attributable to principal
distributions to the Class P Certificates pursuant to clause (I)(i) of the
definition of "Certificate Distribution Amount") and (c) the Senior Liquidation
Amount.
SENIOR SUBORDINATE CERTIFICATES: The Class B-1, Class B-2 and Class B-3
Certificates, collectively.
SENIOR SUPPORT CERTIFICATES: The Class A-7 Certificates.
SENIOR SUPPORT 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 Senior Support
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 Senior Support Prepayment Percentage if the Senior Support
Prepayment Percentage is greater than 0%, or if the Senior Support Prepayment
Percentage equals 0%, the percentage obtained by dividing the Senior Support
Percentage by the sum of the Senior Percentage and the Senior Support Percentage
and (y) Liquidation Principal with respect to such Mortgage Loan.
SENIOR SUPPORT PERCENTAGE: With respect to any Distribution Date, the
Class Principal Balance of the Senior Support Certificates divided by the
aggregate Class Principal Balance of all Classes of Certificates (reduced by the
Class P Principal Balance), in each case, immediately prior to such Distribution
Date.
SENIOR SUPPORT PREPAYMENT PERCENTAGE: With respect to any Distribution Date
occurring before the Senior Support Trigger Date, the product of (i) a fraction,
expressed as a percentage, the numerator of which is the Class Principal Balance
of the Senior Support Certificates and the denominator of which is the aggregate
of the Class Principal Balances of the Senior Support 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
"Senior Prepayment Percentage" for such Distribution Date are not satisfied, the
Senior Support Prepayment Percentage will equal the Combined Prepayment
Percentage for such Distribution Date. With respect to any Distribution Date
occurring on or after the Senior Support Trigger Date, (i) on any Distribution
Date prior to the Distribution Date occurring in July 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 "Senior Prepayment
Percentage" for such Distribution Date are satisfied, (A) which also occurs
prior to the Distribution
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Date occurring in July 1999, the Senior Support Prepayment Percentage will equal
the sum of the Senior Support 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 July 1999, the Senior Support
Prepayment Percentage will equal the Senior Support Percentage in effect on such
Distribution Date and (ii) on any Distribution Date (A) occurring prior to the
Distribution Date in July 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 "Senior Prepayment Percentage" for such Distribution Date are not
satisfied, or (B) occurring on or after the Distribution Date in July 2005 on
which the Subordinate Percentage is less than the initial Subordinate
Percentage, the Senior Support Prepayment Percentage will equal 100% (reduced on
the Senior Support Trigger Date by the Senior Prepayment Percentage). On any
such Distribution Date on or after the Distribution Date occuring in July 2005
on which the Subordinate Percentage is greater than or equal to the initial
Subordinate Percentage, the Senior Support Prepayment Percentage will equal the
Senior Support Percentage in effect on such Distribution Date.
SENIOR SUPPORT PRINCIPAL DISTRIBUTION AMOUNT: For any Distribution Date, an
amount equal to the sum of (i) the Senior Support Percentage of the Principal
Payment Amount (exclusive of the portion thereof attributable to principal
distributions to the Class P Certificates pursuant to clause (I)(i) of the
definition of "Certificate Distribution Amount,"), (ii) the Senior Support
Prepayment Percentage of the Principal Prepayment Amount (exclusive of the
portion thereof attributable to principal distributions to the Class P
Certificates pursuant to clause (I)(i) of the definition of "Certificate
Distribution Amount"), and (iii) the Senior Support Liquidation Amount.
SENIOR SUPPORT TRIGGER DATE: The Distribution Date on which the Senior
Certificates (other than the Senior Support, Class P and Class X Certificates)
are reduced to zero.
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.
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
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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: $1,730,860.
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; (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 "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 6.600%.
SUBORDINATE CERTIFICATES: The Class B-1, Class B-2, Class B-3, Class B-4
and Class B-5 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 Senior Liquidation
Amount and the Senior Support Liquidation Amount for such Distribution Date.
SUBORDINATE PERCENTAGE: On any Distribution Date, the excess of 100% over
the sum of the Senior Percentage and the Senior Support Percentage.
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SUBORDINATE PREPAYMENT PERCENTAGE: On any Distribution Date, the excess of
the Combined Prepayment Percentage over the Senior Support Prepayment
Percentage.
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 Certificates pursuant to clause (I)(i) of the definition of
"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 Certificates pursuant to clause (I)(i)
of the definition of "Certificate Distribution Amount") and (c) the Subordinate
Liquidation Amount over (B) the amounts required to be distributed to the Class
P Certificates pursuant to clauses (I)(v) and (I)(vi) of the definition of
"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 "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 B-1, Class B-2, Class B-3, Class B-4 and
Class B-5.
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 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 B-5 Certificates) by the aggregate
of the Class Principal Balances of all Classes of 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.
TAX MATTERS PERSON: The Holder of the Class R Certificate issued hereunder
having an Authorized Denomination of 0.01% or the Permitted Transferee of such
Class R Certificateholder. If a Tax Matters Person becomes a Disqualified
Organization, the last preceding Holder of such Class R Certificate that is not
a Disqualified Organization shall be Tax Matters Person 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).
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TRANSFEREE: As defined in Section 5.01(b).
TRANSFEREE AFFIDAVIT AND AGREEMENT: As defined in Section 5.01(c)(i)(B).
TRUST FUND: The corpus of the trust created pursuant to Section 2.01 of
this Agreement. The 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
Master Servicer in the Certificate Account or the Investment Account (except
amounts representing the Master Servicing Fee); (iii) such assets as from time
to time may be held by the applicable Servicer in a Custodial Account for P&I
related to the Mortgage Loans (except amounts representing the Master Servicing
Fee or Servicing Fee); (iv) property which secured a Mortgage Loan and which has
been acquired by foreclosure or deed in lieu of foreclosure 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.
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 Certificates pro rata according to the amount of
interest accrued thereon in reduction thereof.
UNDERWRITING STANDARDS: The underwriting standards of Marine Midland Bank,
N.A., Peoples Security Life Insurance Company, Commonwealth Life Insurance
Company or Providian Life and Health Insurance Company, 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 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 DATE: The last Business Day prior to the 21st day of the month
of the related Distribution Date.
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ARTICLE II
CONVEYANCE OF THE TRUST FUND; REMIC ELECTION AND DESIGNATIONS;
ORIGINAL ISSUANCE OF CERTIFICATES
Section 2.01. CONVEYANCE OF THE 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 Certificateholders, without recourse,
all the Company's right, title and interest in and to the 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 Certificates issued pursuant to this Agreement. It is the express intent
of the parties hereto that the Conveyance of the 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 Trust Fund. It is, further, not the intention of the
parties that such Conveyance be deemed a pledge of the 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 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 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:
(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 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
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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
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
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.
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.
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 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
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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 270 days after the execution and delivery hereof. 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 Trust Fund, elect to treat the 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
for its first taxable year.
The Closing Date is hereby designated as the 'startup day" of the REMIC
constituted by the 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 Loans 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
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hereby designated as the sole class of "residual interests" for purposes of
Section 860G(a)(2) of the Code.
The parties intend that the affairs of the Trust Fund formed hereunder
shall constitute, and that the affairs of the Trust Fund shall be conducted so
as to qualify the 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 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 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 Trust Fund to be treated
as a REMIC on the federal tax return of the 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 Certificateholders 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 Trust
Fund at all times that any Certificates are outstanding so as to maintain the
status of the 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 Trust Fund; and (f) pay the
amount of any federal prohibited transaction penalty taxes imposed on the 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 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 Trust Fund as a REMIC
for federal income tax purposes.
In the event that any tax is imposed on "prohibited transactions" of the
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
Certificateholders. Notwithstanding anything to the contrary contained herein,
the Trustee is hereby authorized to retain from amounts otherwise distributable
to the Class R 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).
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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 Trust Fund, as Trustee in trust, upon the trust herein
set forth, for the use and benefit of the Holders from time to time of the
Certificates. The Trustee agrees, for the benefit of the Certificateholders, 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 clause (vi) 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 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 Company was notified of the defect 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
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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 Certificateholders or the Trustee on
behalf of the Certificateholders.
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, 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;
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(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;
(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 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 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;
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(xiii) As of the Closing Date, each insurer issuing a Primary
Insurance Policy holds a rating acceptable to the Rating Agency;
(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, 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 requirements, are located in a condominium or
planned unit development projects which have received FNMA approval,
or are approvable by FNMA;
(xviii) None of the Mortgage Loans are Buydown Loans;
(xix) As of the Cut-Off Date, all but approximately 2.9% (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 2.9% (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;
(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;
and
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(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.
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 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
Certificateholders or the Trustee on behalf of the Certificateholders.
Section 2.04. AUTHENTICATION OF THE CERTIFICATES. The Trustee acknowledges
the transfer and assignment to it of the property constituting the 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 Trust Fund, the Certificates in Authorized Denominations
evidencing the entire beneficial ownership interest in the Trust Fund and
relating to the Mortgage Loans.
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 Trust Fund on behalf of the Trustee in
order to enforce the terms of the Mortgage Notes. The Master Servicer may
perform its master servicing
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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
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.
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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 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. and various Mortgagors;
(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.
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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 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 maturing not more than three months after the date of
issuance thereof and 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 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
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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;
(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 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
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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.
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 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. 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 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
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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 property subject to a Mortgage 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 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, 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
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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 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. The Master Servicer shall report such information to the
Internal Revenue Service and the Mortgagor in the manner required by applicable
law.
The 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 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 Trust Fund, unless the Master Servicer provides to the
Trustee an Opinion of Counsel to the effect that the holding by the 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 Trust
Fund as defined in Section 860F of the Code or cause the 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
reporting related to Sections 1445 and 6050J of the Code.
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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 Trust Fund through
foreclosure, deed in lieu of foreclosure or other exercise of the 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. [RESERVED.]
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 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 CERTIFICATEHOLDERS.
(a) On each Distribution Date, the Trustee (or any duly appointed Paying
Agent) shall (i) withdraw from the Certificate Account the Available
Distribution Amount for such Distribution Date and shall, from the amount so
withdrawn, distribute the Certificate Distribution Amount and (ii) distribute
Excess Liquidation Proceeds to the Class R Certificateholders, all in accordance
with written statements received from the Master Servicer pursuant to Section
4.03(b), by wire transfer in immediately available funds for the account of each
Certificateholder, or by any other means of payment acceptable to each
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.
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(b) All reductions in the Certificate Principal Balance of a 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 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 Certificate. The final distribution of
principal of each Certificate (and the final distribution with respect to the
Class R Certificates upon termination of the 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 Certificates will become distributable on the
next Distribution Date, the Trustee shall, as soon as practicable after the
Trustee receives such notice from the Master Servicer, mail or cause to be
mailed to each Person in whose name a 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 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 after such Distribution Date.
Section 4.02. STATEMENTS TO 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
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 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;
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(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;
(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; and
(f) The amount of Realized Losses allocable to the Certificates
on the related Distribution Date and the cumulative amount of Realized
Losses allocated to the Certificates since the Cut-Off Date.
Upon request by any 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
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.
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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 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
authorized to withdraw on a daily basis 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 authorized to withdraw other
amounts on a daily basis 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) 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 Certificates on such
Distribution Date (such amounts to be determined in accordance with the
definition of "Certificate Distribution Amount" 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
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.
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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 and B 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 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:
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(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 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
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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:
(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 Trust Fund to cease to
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qualify as a REMIC and will not create a risk that (1) the 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
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.
(vii) The Holder of the Class R Certificate issued hereunder having an
Authorized Denomination of 0.01%, while not a Disqualified Organization, is
the Tax Matters Person for the REMIC.
(d) In the case of any Senior Support, Class B 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
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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 Senior Support,
Class B 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 Senior Support or Class B 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 Senior Support or Class B 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 Junior Subordinate
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 Junior
Subordinate 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 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 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 Junior Subordinate 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 Junior Subordinate 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
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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
Certificates 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 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
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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 Trust Fund 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 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 and B hereto as the Trustee's officers executing such Certificates
may determine, as evidenced by their 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
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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;
(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.
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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
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.
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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 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 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 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 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.
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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 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 evidencing Percentage Interests
aggregating not less than 25% of the 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
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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 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 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
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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 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 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 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.
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(c) In any circumstances in which this Agreement states that
Certificateholders owning Certificates evidencing a certain percentage
Percentage Interest in the Trust Fund may take certain action, such action shall
be taken by the Trustee, but only if the requisite percentage of
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.
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
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(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 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 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.
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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 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 Agreement or the Certificates is
received at the Corporate Trust Office at the address set forth in
Section 10.06.
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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 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 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.
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Section 8.07. RESIGNATION AND REMOVAL OF TRUSTEE. The Trustee may at any
time resign and be discharged from the trust 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 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.
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.
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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
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 Trust Fund, and to vest in such
Person or Persons, in such capacity, such title to the 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 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
acceptance of the trust 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.
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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.
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) 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
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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.
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 Trust Fund at
a price equal, after the deduction of related advances, to the sum of (x) the
excess of (A) 100% of the aggregate outstanding Principal Balance
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of such Mortgage Loans (other than Liquidated Mortgage Loans) plus accrued
interest at the applicable Pass-Through Rate with respect to such Mortgage Loan
(other than a Liquidated Mortgage Loan) through the last day of the month of
such repurchase, over (B) 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 date of such repurchase by the Company
to the extent that the Principal Balance of such Mortgage Loan has not been
previously reduced by such Bankruptcy Loss, 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 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 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 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 trust 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 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 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 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
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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 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 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 Trust Fund as described in Section
860F of the Code, or (ii) cause the 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
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 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
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 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.
Section 9.03. TRUST IRREVOCABLE. Except as expressly provided herein, the
trust created hereby is 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;
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(iv) to correct the description of any property at any time included in the
Trust Fund, or to assure the conveyance to the Trustee of any property included
in the 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.
(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 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 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 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 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 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 Trust Fund or the
obligations of the parties hereto (except
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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 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 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.
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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 the 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 the 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,
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.
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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;
(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
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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: /s/ Daniel P. Hoffman
Attest: /s/ Thomas S. Lehman ----------------------------------
Daniel P. Hoffman
Its: Second Vice President
FIRST BANK NATIONAL ASSOCIATION, as
TRUSTEE
(SEAL)
By: /s/ Christina Hatfield
Attest: /s/ Lynn M. Steiner ----------------------------------
Christina Hatfield
Its: ASSISTANT VICE PRESIDENT
<PAGE>
CERTIFICATE OF ACKNOWLEDGEMENT
STATE OF MINNESOTA )
) SS.
COUNTY OF RAMSEY )
-----------
On this 28th day of June, 1996 before me, a Notary Public in and for said
State, personally appeared Christina Hatfield 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 /s/ S Dignan (SEAL)
-----------------------------------------------------------
<PAGE>
ACKNOWLEDGEMENT OF CORPORATION
STATE OF ILLINOIS )
) SS.
COUNTY OF LAKE )
On this 28th day of June, 1996 before me, a Notary Public in and for said
State, personally appeared Daniel P Hoffman, known to me to be the Second Vice
President 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.
/s/ Laura A. Cleland
------------------------------------
Notary Public
(SEAL)
<PAGE>
Exhibit A-1
CUSIP 693 48L FP9
MORTGAGE PASS-THROUGH CERTIFICATE
Class A-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.
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 June 28, 1996. The rate at which
interest is payable as of the Issue Date with respect to this Certificate is
6.600% 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., 125% 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 1996-2 Portion of the Class A-1 Principal Balance
as of the Cut-Off Date evidenced by this
Class A-1 Remittance Rate: 6.600% Certificate:
$____________________
Cut-Off Date: June 1, 1996
First Distribution Date: July 25, 1996
Last Scheduled Distribution Date: February 25, 2011
Class A-1 Principal Balance as of the Cut-Off Date:
$38,000,000.00
____________________
Registered Owner Certificate No. __
A-1-1
<PAGE>
Exhibit A-2
CUSIP 693 48L FQ7
MORTGAGE PASS-THROUGH CERTIFICATE
Class A-2
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 June 28, 1996. The rate at which
interest is payable as of the Issue Date with respect to this Certificate is
6.600% 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., 125% 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 1996-2 Portion of the Class A-2 Principal Balance
as of the Cut-Off Date evidenced by this
Class A-2 Remittance Rate: 6.600% Certificate
$_________________________
Cut-Off Date: June 1, 1996
First Distribution Date: July 25, 1996
Last Scheduled Distribution Date: February 25, 2011
Class A-2 Principal Balance as of the Cut-Off Date:
$7,769,976.00
____________________
Registered Owner Certificate No. __
A-2-1
<PAGE>
Exhibit A-3
CUSIP 693 48L FR5
MORTGAGE PASS-THROUGH CERTIFICATE
Class A-3
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 June 28, 1996. The rate at which
interest is payable as of the Issue Date with respect to this Certificate is
6.600% 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., 125% 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 1996-2 Portion of the Class A-3 Principal Balance
as of the Cut-Off Date evidenced by this
Class A-3 Remittance Rate: 6.600% Certificate
$_________________________
Cut-Off Date: June 1, 1996
First Distribution Date: July 25, 1996
Last Scheduled Distribution Date: February 25, 2011
Class A-3 Principal Balance as of the Cut-Off Date:
$7,894,550.00
____________________
Registered Owner Certificate No. __
A-3-1
<PAGE>
Exhibit A-4
CUSIP 693 48L FS3
MORTGAGE PASS-THROUGH CERTIFICATE
Class A-4
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 June 28, 1996. The rate at which
interest is payable as of the Issue Date with respect to this Certificate is
6.600% 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., 125% 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 1996-2 Portion of the Class A-4 Principal Balance
as of the Cut-Off Date evidenced by this
Class A-4 Remittance Rate: 6.600% Certificate
$_________________________
Cut-Off Date: June 1, 1996
First Distribution Date: July 25, 1996
Last Scheduled Distribution Date: February 25, 2011
Class A-4 Principal Balance as of the Cut-Off Date:
$6,264,350.00
____________________
Registered Owner Certificate No. __
A-4-1
<PAGE>
Exhibit A-5
CUSIP 693 48L FT1
MORTGAGE PASS-THROUGH CERTIFICATE
Class A-5
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 June 28, 1996. The rate at which
interest is payable as of the Issue Date with respect to this Certificate is
6.600% 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., 125% 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 1996-2 Portion of the Class A-5 Principal Balance
as of the Cut-Off Date evidenced by this
Class A-5 Remittance Rate: 6.600% Certificate
$_________________________
Cut-Off Date: June 1, 1996
First Distribution Date: July 25, 1996
Last Scheduled Distribution Date: February 25, 2011
Class A-5 Principal Balance as of the Cut-Off Date:
$2,034,000.00
____________________
Registered Owner Certificate No. __
A-5-1
<PAGE>
Exhibit A-6
CUSIP 693 48L FU8
MORTGAGE PASS-THROUGH CERTIFICATE
Class A-6
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 June 28, 1996. The rate at which
interest is payable as of the Issue Date with respect to this Certificate is
6.600% 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., 125% 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 1996-2 Portion of the Class A-6 Principal Balance
as of the Cut-Off Date evidenced by this
Class A-6 Remittance Rate: 6.600% Certificate
$_________________________
Cut-Off Date: June 1, 1996
First Distribution Date: July 25, 1996
Last Scheduled Distribution Date: February 25, 2011
Class A-6 Principal Balance as of the Cut-Off Date:
$11,728,839.00
____________________
Registered Owner Certificate No. __
A-6-1
<PAGE>
Exhibit A-7
CUSIP 693 48L FV6
MORTGAGE PASS-THROUGH CERTIFICATE
Class A-7
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 June 28, 1996. The rate at which
interest is payable as of the Issue Date with respect to this Certificate is
6.600% 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., 125% 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.]
IN THE CASE OF ANY CLASS A-7 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 A-7
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 A-7 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 1996-2 Portion of the Class A-7 Principal Balance
as of the Cut-Off Date evidenced by this
Class A-7 Remittance Rate: 6.600% Certificate
$_________________________
Cut-Off Date: June 1, 1996
First Distribution Date: July 25, 1996
Last Scheduled Distribution Date: February 25, 2011
Class A-7 Principal Balance as of the Cut-Off Date:
$8,187,980.00
____________________
Registered Owner Certificate No. __
A-7-1
<PAGE>
Exhibit A-8
CUSIP 693 48L FX2
MORTGAGE PASS-THROUGH CERTIFICATE
Class P
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 June 28, 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., 125% 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 1996-2 Portion of the Class P Principal Balance
as of the Cut-Off Date evidenced by this
Certificate
Class P Remittance Rate: 0.00% $_________________________
Cut-Off Date: June 1, 1996
First Distribution Date: July 25, 1996
Last Scheduled Distribution Date: February 25, 2011
Class P Principal Balance as of the Cut-Off Date:
$2,932,341.93
____________________
Registered Owner Certificate No. __
A-8-1
<PAGE>
Exhibit A-9
CUSIP 693 48L FW4
MORTGAGE PASS-THROUGH CERTIFICATE
Class X
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 June 28, 1996. The rate at which
interest is payable as of the Issue Date with respect to this Certificate is
0.61375% 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., 125% 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 1996-2 Portion of the Class X Notional Amount as
of the Cut-Off Date evidenced by this
Certificate
Class X Remittance Rate: A per $_________________
annum rate equal to the weighted
average (by Mortgage Loan
Principal Balance) of the
Stripped Interest Rates for
Mortgage Loans having Pass-
Through Rates in excess of 6.600%
applied to the Class X Notional
Amount
Cut-Off Date: June 1, 1996
First Distribution Date: July 25, 1996
Last Scheduled Distribution Date: February 25, 2011
Class X Principal Balance as of the Cut-Off Date:
$0.00
Class X Notional Amount as of the Cut-Off Date:
$31,908,048.00
____________________
Registered Owner Certificate No. __
A-9-1
<PAGE>
Exhibit A-10
CUSIP 693 48L FY0
MORTGAGE PASS-THROUGH CERTIFICATE
Class B-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.
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 June 28, 1996.
The rate at which interest is payable as of the Issue Date with respect to this
Certificate is 6.600% 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., 125% 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.]
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 1996-2 Portion of the Class B-1 Principal Balance
as of the Cut-Off Date evidenced by this
Class B-1 Remittance Rate: 6.600% Certificate:
$____________________
Cut-Off Date: June 1, 1996
First Distribution Date: July 25,
1996
Last Scheduled Distribution Date:
February 25, 2011
Class B-1 Principal Balance as of
the Cut-Off Date:
$649,073.00
____________________
Registered Owner Certificate No. ___
A-10-1
<PAGE>
Exhibit A-11
CUSIP 693 48L FZ7
MORTGAGE PASS-THROUGH CERTIFICATE
Class B-2
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
"Code"). The issue date (the "Issue Date") of this Certificate is June 28, 1996.
The rate at which interest is payable as of the Issue Date with respect to this
Certificate is 6.600% 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., 125% 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.]
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 1996-2 Portion of the Class B-2 Principal Balance
as of the Cut-Off Date evidenced by this
Class B-2 Remittance Rate: 6.600% Certificate:
$____________________
Cut-Off Date: June 1, 1996
First Distribution Date: July 25, 1996
Last Scheduled Distribution Date: February 25, 2011
Class B-2 Principal Balance as of the Cut-Off Date:
$216,358.00
____________________
Registered Owner Certificate No. ___
A-11-1
<PAGE>
Exhibit A-12
CUSIP 693 48L GA1
MORTGAGE PASS-THROUGH CERTIFICATE
Class B-3
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
"Code"). The issue date (the "Issue Date") of this Certificate is June 28, 1996.
The rate at which interest is payable as of the Issue Date with respect to this
Certificate is 6.600% 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., 125% 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.]
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 1996-2 Portion of the Class B-3 Principal Balance
as of the Cut-Off Date evidenced by this
Class B-3 Remittance Rate: 6.600% Certificate:
$____________________
Cut-Off Date: June 1, 1996
First Distribution Date: July 25, 1996
Last Scheduled Distribution Date: February 25, 2011
Class B-3 Principal Balance as of the Cut-Off Date:
$346,172.00
____________________
Registered Owner Certificate No. ___
A-12-1
<PAGE>
Exhibit A-13
CUSIP 693 48L GC7
MORTGAGE PASS-THROUGH CERTIFICATE
Class B-4
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
"Code"). The issue date (the "Date") of this Certificate is June 28, 1996. The
rate at which interest is payable as of the Issue Date with respect to this
Certificate is 6.600% 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., 125% 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 1996-2 Portion of the Class B-4 Principal Balance
as of the Cut-Off Date evidenced by this
Class B-4 Remittance Rate: 6.600% Certificate:
$____________________
Cut-Off Date: June 1, 1996
First Distribution Date: July 25, 1996
Last Scheduled Distribution Date: February 25, 2011
Class B-4 Principal Balance as of the Cut-Off Date:
$302,900.00
____________________
Registered Owner Certificate No. ___
A-13-1
<PAGE>
Exhibit A-14
CUSIP 693 48L GD5
MORTGAGE PASS-THROUGH CERTIFICATE
Class B-5
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
"Code"). The issue date (the "Issue Date") of this Certificate is June 28, 1996.
The rate at which interest is payable as of the Issue Date with respect to this
Certificate is 6.600% 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., 125% 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 1996-2 Portion of the Class B-5 Principal Balance
as of the Cut-Off Date evidenced by this
Class B-5 Remittance Rate: 6.600% Certificate:
$____________________
Cut-Off Date: June 1, 1996
First Distribution Date: July 25, 1996
Last Scheduled Distribution Date: February 25, 2011
Class B-5 Principal Balance as of the Cut-Off Date:
$216,358.33
____________________
Registered Owner Certificate No. ___
A-14-1
<PAGE>
Exhibit B
CUSIP 693 48L GB9
MORTGAGE PASS-THROUGH CERTIFICATE
Class R
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
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 1996-2 Percentage Interest evidenced by this
Class R Certificate in the
distributions to be made with respect
Class R Remittance Rate: 6.600%. to the Class R Certificate: ____%
Additionally, the Class R
Certificates are entitled to the
Excess Liquidation Proceeds and
the Residual Distribution Amount
as defined in the Pooling
Agreement.
Cut-Off Date: June 1, 1996
First Distribution Date: July 25,
1996
Last Scheduled Distribution Date:
February 25, 2011
Class R Principal Balance as of
the Cut-Off Date: $100.00
------------------------
Registered Owner Certificate No. ___
B-1
<PAGE>
Exhibit C
PLANNED PRINCIPAL BALANCES
[To come]
C-1
<PAGE>
APPENDIX A+
PLANNED PRINCIPAL BALANCES
<TABLE>
<CAPTION>
DISTRIBUTION DATE CLASS A-1 CLASS A-2 CLASS A-3 CLASS A-4 CLASS A-5
- ----------------- ---------------- --------------- --------------- --------------- ---------------
<S> <C> <C> <C> <C> <C>
Initial Balance................ $ 38,000,000.00 $ 7,769,976.00 $ 7,894,550.00 $ 6,264,350.00 $ 2,034,000.00
July 25, 1996.................. 37,319,246.09 7,769,976.00 7,894,550.00 6,264,350.00 1,970,179.90
August 25, 1996................ 36,639,515.64 7,769,976.00 7,894,550.00 6,264,350.00 1,907,219.20
September 25, 1996............. 35,961,074.37 7,769,976.00 7,894,550.00 6,264,350.00 1,845,146.55
October 25, 1996............... 35,284,620.79 7,769,976.00 7,894,550.00 6,264,350.00 1,784,088.18
November 25, 1996.............. 34,610,427.66 7,769,976.00 7,894,550.00 6,264,350.00 1,724,090.09
December 25, 1996.............. 33,938,494.35 7,769,976.00 7,894,550.00 6,264,350.00 1,665,147.50
January 25, 1997............... 33,268,820.55 7,769,976.00 7,894,550.00 6,264,350.00 1,607,255.78
February 25, 1997.............. 32,601,406.27 7,769,976.00 7,894,550.00 6,264,350.00 1,550,410.44
March 25, 1997................. 31,936,258.28 7,769,976.00 7,894,550.00 6,264,350.00 1,494,608.26
April 25, 1997................. 31,273,377.09 7,769,976.00 7,894,550.00 6,264,350.00 1,439,844.93
May 25, 1997................... 30,612,785.19 7,769,976.00 7,894,550.00 6,264,350.00 1,386,120.18
June 25, 1997.................. 29,954,546.51 7,769,976.00 7,894,550.00 6,264,350.00 1,333,441.09
July 25, 1997.................. 29,298,739.40 7,769,976.00 7,894,550.00 6,264,350.00 1,281,817.17
August 25, 1997................ 28,645,434.11 7,769,976.00 7,894,550.00 6,264,350.00 1,231,256.32
September 25, 1997............. 27,994,709.63 7,769,976.00 7,894,550.00 6,264,350.00 1,181,767.82
October 25, 1997............... 27,346,617.96 7,769,976.00 7,894,550.00 6,264,350.00 1,133,355.98
November 25, 1997.............. 26,701,222.93 7,769,976.00 7,894,550.00 6,264,350.00 1,086,027.07
December 25, 1997.............. 26,058,551.28 7,769,976.00 7,894,550.00 6,264,350.00 1,039,780.70
January 25, 1998............... 25,418,627.19 7,769,976.00 7,894,550.00 6,264,350.00 994,615.96
February 25, 1998.............. 24,781,441.34 7,769,976.00 7,894,550.00 6,264,350.00 950,526.03
March 25, 1998................. 24,146,984.46 7,769,976.00 7,894,550.00 6,264,350.00 907,504.15
April 25, 1998................. 23,515,247.37 7,769,976.00 7,894,550.00 6,264,350.00 865,543.61
May 25, 1998................... 22,886,220.96 7,769,976.00 7,894,550.00 6,264,350.00 824,637.75
June 25, 1998.................. 22,259,896.20 7,769,976.00 7,894,550.00 6,264,350.00 784,779.94
July 25, 1998.................. 21,636,264.12 7,769,976.00 7,894,550.00 6,264,350.00 745,963.64
August 25, 1998................ 21,015,353.41 7,769,976.00 7,894,550.00 6,264,350.00 708,188.82
September 25, 1998............. 20,397,154.36 7,769,976.00 7,894,550.00 6,264,350.00 671,448.77
October 25, 1998............... 19,781,657.29 7,769,976.00 7,894,550.00 6,264,350.00 635,736.82
November 25, 1998.............. 19,168,852.60 7,769,976.00 7,894,550.00 6,264,350.00 601,046.34
December 25, 1998.............. 18,558,730.74 7,769,976.00 7,894,550.00 6,264,350.00 567,370.75
January 25, 1999............... 17,951,282.20 7,769,976.00 7,894,550.00 6,264,350.00 534,703.50
February 25, 1999.............. 17,346,497.56 7,769,976.00 7,894,550.00 6,264,350.00 503,038.10
March 25, 1999................. 16,744,367.42 7,769,976.00 7,894,550.00 6,264,350.00 472,368.09
April 25, 1999................. 16,144,882.47 7,769,976.00 7,894,550.00 6,264,350.00 442,687.06
May 25, 1999................... 15,548,033.44 7,769,976.00 7,894,550.00 6,264,350.00 413,988.65
June 25, 1999.................. 14,953,811.11 7,769,976.00 7,894,550.00 6,264,350.00 386,266.53
July 25, 1999.................. 14,362,206.33 7,769,976.00 7,894,550.00 6,264,350.00 359,514.42
August 25, 1999................ 13,773,209.99 7,769,976.00 7,894,550.00 6,264,350.00 333,726.07
September 25, 1999............. 13,186,813.07 7,769,976.00 7,894,550.00 6,264,350.00 308,895.29
October 25, 1999............... 12,603,006.56 7,769,976.00 7,894,550.00 6,264,350.00 285,015.92
November 25, 1999.............. 12,021,781.54 7,769,976.00 7,894,550.00 6,264,350.00 262,081.84
December 25, 1999.............. 11,443,129.12 7,769,976.00 7,894,550.00 6,264,350.00 240,086.99
January 25, 2000............... 10,867,040.50 7,769,976.00 7,894,550.00 6,264,350.00 219,025.32
February 25, 2000.............. 10,293,506.90 7,769,976.00 7,894,550.00 6,264,350.00 198,890.85
March 25, 2000................. 9,722,519.61 7,769,976.00 7,894,550.00 6,264,350.00 179,677.61
April 25, 2000................. 9,154,069.98 7,769,976.00 7,894,550.00 6,264,350.00 161,379.71
May 25, 2000................... 8,588,149.40 7,769,976.00 7,894,550.00 6,264,350.00 143,991.26
June 25, 2000.................. 8,024,749.34 7,769,976.00 7,894,550.00 6,264,350.00 127,506.43
</TABLE>
- ------------------------
+ This table has been prepared based on the actual characteristics of the
Mortgage Loans and NOT on the assumptions described herein under "Yield and
Prepayment Considerations--General."
C-2
<PAGE>
<TABLE>
<CAPTION>
DISTRIBUTION DATE CLASS A-1 CLASS A-2 CLASS A-3 CLASS A-4 CLASS A-5
- ----------------- ---------------- --------------- --------------- --------------- ---------------
<S> <C> <C> <C> <C> <C>
July 25, 2000.................. 7,463,861.29 7,769,976.00 7,894,550.00 6,264,350.00 111,919.43
August 25, 2000................ 6,905,476.83 7,769,976.00 7,894,550.00 6,264,350.00 97,224.50
September 25, 2000............. 6,349,587.56 7,769,976.00 7,894,550.00 6,264,350.00 83,415.93
October 25, 2000............... 5,796,185.17 7,769,976.00 7,894,550.00 6,264,350.00 70,488.05
November 25, 2000.............. 5,245,261.37 7,769,976.00 7,894,550.00 6,264,350.00 58,435.21
December 25, 2000.............. 4,696,807.95 7,769,976.00 7,894,550.00 6,264,350.00 47,251.81
January 25, 2001............... 4,150,816.74 7,769,976.00 7,894,550.00 6,264,350.00 36,932.30
February 25, 2001.............. 3,607,279.63 7,769,976.00 7,894,550.00 6,264,350.00 27,471.15
March 25, 2001................. 3,066,188.56 7,769,976.00 7,894,550.00 6,264,350.00 18,862.87
April 25, 2001................. 2,527,535.52 7,769,976.00 7,894,550.00 6,264,350.00 11,102.01
May 25, 2001................... 1,991,312.56 7,769,976.00 7,894,550.00 6,264,350.00 4,183.17
June 25, 2001.................. 1,457,511.79 7,769,976.00 7,894,550.00 6,264,350.00 0.00
July 25, 2001.................. 948,145.91 7,769,976.00 7,894,550.00 6,264,350.00 0.00
August 25, 2001................ 446,302.03 7,769,976.00 7,894,550.00 6,264,350.00 0.00
September 25, 2001............. 0.00 7,721,869.24 7,894,550.00 6,264,350.00 0.00
October 25, 2001............... 0.00 7,234,809.60 7,894,550.00 6,264,350.00 0.00
November 25, 2001.............. 0.00 6,755,014.11 7,894,550.00 6,264,350.00 0.00
December 25, 2001.............. 0.00 6,282,398.71 7,894,550.00 6,264,350.00 0.00
January 25, 2002............... 0.00 5,816,880.30 7,894,550.00 6,264,350.00 0.00
February 25, 2002.............. 0.00 5,358,376.66 7,894,550.00 6,264,350.00 0.00
March 25, 2002................. 0.00 4,906,806.50 7,894,550.00 6,264,350.00 0.00
April 25, 2002................. 0.00 4,462,089.45 7,894,550.00 6,264,350.00 0.00
May 25, 2002................... 0.00 4,024,146.00 7,894,550.00 6,264,350.00 0.00
June 25, 2002.................. 0.00 3,592,897.54 7,894,550.00 6,264,350.00 0.00
July 25, 2002.................. 0.00 3,174,314.23 7,894,550.00 6,264,350.00 0.00
August 25, 2002................ 0.00 2,762,090.94 7,894,550.00 6,264,350.00 0.00
September 25, 2002............. 0.00 2,356,152.24 7,894,550.00 6,264,350.00 0.00
October 25, 2002............... 0.00 1,956,423.55 7,894,550.00 6,264,350.00 0.00
November 25, 2002.............. 0.00 1,562,831.13 7,894,550.00 6,264,350.00 0.00
December 25, 2002.............. 0.00 1,175,302.06 7,894,550.00 6,264,350.00 0.00
January 25, 2003............... 0.00 793,764.21 7,894,550.00 6,264,350.00 0.00
February 25, 2003.............. 0.00 418,840.41 7,894,550.00 6,264,350.00 0.00
March 25, 2003................. 0.00 52,395.51 7,894,550.00 6,264,350.00 0.00
April 25, 2003................. 0.00 0.00 7,586,215.46 6,264,350.00 0.00
May 25, 2003................... 0.00 0.00 7,231,132.13 6,264,350.00 0.00
June 25, 2003.................. 0.00 0.00 6,881,628.12 6,264,350.00 0.00
July 25, 2003.................. 0.00 0.00 6,547,543.79 6,264,350.00 0.00
August 25, 2003................ 0.00 0.00 6,218,531.00 6,264,350.00 0.00
September 25, 2003............. 0.00 0.00 5,894,527.42 6,264,350.00 0.00
October 25, 2003............... 0.00 0.00 5,575,471.44 6,264,350.00 0.00
November 25, 2003.............. 0.00 0.00 5,262,590.48 6,264,350.00 0.00
December 25, 2003.............. 0.00 0.00 4,955,664.48 6,264,350.00 0.00
January 25, 2004............... 0.00 0.00 4,654,161.37 6,264,350.00 0.00
February 25, 2004.............. 0.00 0.00 4,357,308.00 6,264,350.00 0.00
March 25, 2004................. 0.00 0.00 4,065,046.95 6,264,350.00 0.00
April 25, 2004................. 0.00 0.00 3,777,321.45 6,264,350.00 0.00
May 25, 2004................... 0.00 0.00 3,494,075.39 6,264,350.00 0.00
June 25, 2004.................. 0.00 0.00 3,215,887.45 6,264,350.00 0.00
July 25, 2004.................. 0.00 0.00 2,949,696.32 6,264,350.00 0.00
August 25, 2004................ 0.00 0.00 2,687,433.62 6,264,350.00 0.00
September 25, 2004............. 0.00 0.00 2,429,050.75 6,264,350.00 0.00
October 25, 2004............... 0.00 0.00 2,174,814.88 6,264,350.00 0.00
November 25, 2004.............. 0.00 0.00 1,924,358.00 6,264,350.00 0.00
December 25, 2004.............. 0.00 0.00 1,677,633.22 6,264,350.00 0.00
January 25, 2005............... 0.00 0.00 1,435,184.14 6,264,350.00 0.00
</TABLE>
C-3
<PAGE>
<TABLE>
<CAPTION>
DISTRIBUTION DATE CLASS A-1 CLASS A-2 CLASS A-3 CLASS A-4 CLASS A-5
- ----------------- ---------------- --------------- --------------- --------------- ---------------
<S> <C> <C> <C> <C> <C>
February 25, 2005.............. 0.00 0.00 1,196,365.09 6,264,350.00 0.00
March 25, 2005................. 0.00 0.00 961,640.91 6,264,350.00 0.00
April 25, 2005................. 0.00 0.00 730,731.44 6,264,350.00 0.00
May 25, 2005................... 0.00 0.00 503,305.60 6,264,350.00 0.00
June 25, 2005.................. 0.00 0.00 279,319.98 6,264,350.00 0.00
July 25, 2005.................. 0.00 0.00 64,165.36 6,264,350.00 0.00
August 25, 2005................ 0.00 0.00 0.00 6,116,362.52 0.00
September 25, 2005............. 0.00 0.00 0.00 5,907,176.02 0.00
October 25, 2005............... 0.00 0.00 0.00 5,701,118.98 0.00
November 25, 2005.............. 0.00 0.00 0.00 5,497,955.98 0.00
December 25, 2005.............. 0.00 0.00 0.00 5,297,652.79 0.00
January 25, 2006............... 0.00 0.00 0.00 5,100,175.53 0.00
February 25, 2006.............. 0.00 0.00 0.00 4,905,490.75 0.00
March 25, 2006................. 0.00 0.00 0.00 4,713,565.32 0.00
April 25, 2006................. 0.00 0.00 0.00 4,525,274.02 0.00
May 25, 2006................... 0.00 0.00 0.00 4,340,503.57 0.00
June 25, 2006.................. 0.00 0.00 0.00 4,158,813.04 0.00
July 25, 2006.................. 0.00 0.00 0.00 3,980,335.51 0.00
August 25, 2006................ 0.00 0.00 0.00 3,805,907.59 0.00
September 25, 2006............. 0.00 0.00 0.00 3,633,982.92 0.00
October 25, 2006............... 0.00 0.00 0.00 3,465,554.34 0.00
November 25, 2006.............. 0.00 0.00 0.00 3,300,463.25 0.00
December 25, 2006.............. 0.00 0.00 0.00 3,138,117.22 0.00
January 25, 2007............... 0.00 0.00 0.00 2,978,122.06 0.00
February 25, 2007.............. 0.00 0.00 0.00 2,820,449.69 0.00
March 25, 2007................. 0.00 0.00 0.00 2,665,072.34 0.00
April 25, 2007................. 0.00 0.00 0.00 2,512,404.86 0.00
May 25, 2007................... 0.00 0.00 0.00 2,361,970.84 0.00
June 25, 2007.................. 0.00 0.00 0.00 2,213,835.75 0.00
July 25, 2007.................. 0.00 0.00 0.00 2,068,361.52 0.00
August 25, 2007................ 0.00 0.00 0.00 1,925,406.76 0.00
September 25, 2007............. 0.00 0.00 0.00 1,785,889.05 0.00
October 25, 2007............... 0.00 0.00 0.00 1,648,439.16 0.00
November 25, 2007.............. 0.00 0.00 0.00 1,513,218.12 0.00
December 25, 2007.............. 0.00 0.00 0.00 1,380,012.66 0.00
January 25, 2008............... 0.00 0.00 0.00 1,249,998.17 0.00
February 25, 2008.............. 0.00 0.00 0.00 1,121,932.11 0.00
March 25, 2008................. 0.00 0.00 0.00 996,121.88 0.00
April 25, 2008................. 0.00 0.00 0.00 873,678.54 0.00
May 25, 2008................... 0.00 0.00 0.00 754,078.49 0.00
June 25, 2008.................. 0.00 0.00 0.00 638,145.74 0.00
July 25, 2008.................. 0.00 0.00 0.00 525,220.52 0.00
August 25, 2008................ 0.00 0.00 0.00 416,950.15 0.00
September 25, 2008............. 0.00 0.00 0.00 314,298.72 0.00
October 25, 2008............... 0.00 0.00 0.00 220,501.29 0.00
November 25, 2008.............. 0.00 0.00 0.00 147,729.37 0.00
December 25, 2008.............. 0.00 0.00 0.00 109,385.05 0.00
January 25, 2009............... 0.00 0.00 0.00 90,831.23 0.00
February 25, 2009.............. 0.00 0.00 0.00 77,147.36 0.00
March 25, 2009................. 0.00 0.00 0.00 64,622.62 0.00
April 25, 2009................. 0.00 0.00 0.00 56,702.88 0.00
May 25, 2009................... 0.00 0.00 0.00 50,850.50 0.00
June 25, 2009.................. 0.00 0.00 0.00 45,211.69 0.00
July 25, 2009.................. 0.00 0.00 0.00 39,646.61 0.00
August 25, 2009................ 0.00 0.00 0.00 34,154.44 0.00
</TABLE>
C-4
<PAGE>
<TABLE>
<CAPTION>
DISTRIBUTION DATE CLASS A-1 CLASS A-2 CLASS A-3 CLASS A-4 CLASS A-5
- ----------------- ---------------- --------------- --------------- --------------- ---------------
<S> <C> <C> <C> <C> <C>
September 25, 2009............. 0.00 0.00 0.00 28,990.21 0.00
October 25, 2009............... 0.00 0.00 0.00 23,893.82 0.00
November 25, 2009.............. 0.00 0.00 0.00 18,864.53 0.00
December 25, 2009.............. 0.00 0.00 0.00 14,449.56 0.00
January 25, 2010............... 0.00 0.00 0.00 10,735.43 0.00
February 25, 2010.............. 0.00 0.00 0.00 7,998.09 0.00
March 25, 2010................. 0.00 0.00 0.00 5,994.24 0.00
April 25, 2010................. 0.00 0.00 0.00 4,392.85 0.00
May 25, 2010................... 0.00 0.00 0.00 3,290.59 0.00
June 25, 2010.................. 0.00 0.00 0.00 2,561.92 0.00
July 25, 2010.................. 0.00 0.00 0.00 2,179.44 0.00
August 25, 2010................ 0.00 0.00 0.00 1,802.51 0.00
September 25, 2010............. 0.00 0.00 0.00 1,431.06 0.00
October 25, 2010............... 0.00 0.00 0.00 1,065.03 0.00
November 25, 2010.............. 0.00 0.00 0.00 704.35 0.00
December 25, 2010.............. 0.00 0.00 0.00 348.97 0.00
January 25, 2011 and
thereafter.................... 0.00 0.00 0.00 0.00 0.00
</TABLE>
C-5
<PAGE>
Exhibit D
(vlegal.ace v1.4) Page 1
RUN DATE: 06/27/1996 PNC MORTGAGE SECURITIES CORP.
TIME: 16:54:09 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 06/01/1996
POOL NUMBER: 1381 POOL NAME: 1996-2
<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
600051671 BRIGGS GARY 16963 MOUNT HOPE STREET FOUNTAIN VA CA 92708 $123,410.99
600051672 OGBURN CHARLES L JR 130 KENTUCKY DOWNS WAY "MACON, GA" GA 31210 $335,000.83
600051673 RICHARD WILLIAM C 820 TETE LOURS "MANDEVILLE," LA 70448 $199,136.37
600051674 PLETSCH GREGORY A 17536 WEST LAKEWAY DRIVE BATON ROUGE LA 70810 $260,505.27
600051675 PLANCHARD THOMAS A 417 DRU CIRCLE "SHREVEPORT," LA 71106 $262,028.77
600051676 KARR ROBERT S 367 HAUSE AVENUE "SANATOGA," PA 19464 $58,621.16
600051677 SCHULLY MARGARET M 341 AUDUBON STREET NEW ORLEANS LA 70118 $210,046.10
600051678 BEZET GARY A 1125 INGLESIDE DRIVE BATON ROUGE LA 70806 $198,940.75
600051679 NAVE DENNIS W 4927 OAK POINT DRIVE "SHREVEPORT," LA 71107 $265,769.06
600051680 CLARK BRANDON L 116 AUTUMN RIDGE ROAD "REDMINSTER," NJ 07921 $253,267.38
600051681 AMERO GERALD M 65 FOREST RD FIRE "RAYMOND, M" ME 04071 $133,095.76
600051682 MAGNAN RONALD J 3335 MENLO AVENUE "CINCINNATI," OH 45208 $177,157.98
600051683 BERTUCCINI THOMAS V 216 KINGS ROAD "LAFAYETTE," LA 70503 $238,900.41
600051684 BEAN JANET WHITE 6025 GARFIELD STREET NEW ORLEANS LA 70118 $389,614.29
<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
600051671 BRIGGS GARY 10.875 .625 10.250 .0500 10.200 01/01/2003
600051672 OGBURN CHARLES L JR 7.750 .250 7.500 .0500 7.450 05/01/2008
600051673 RICHARD WILLIAM C 7.375 .250 7.125 .0500 7.075 06/01/2008
600051674 PLETSCH GREGORY A 7.250 .250 7.000 .0500 6.950 07/01/2008
600051675 PLANCHARD THOMAS A 7.500 .250 7.250 .0500 7.200 07/01/2008
600051676 KARR ROBERT S 6.375 .250 6.125 .0500 6.075 10/01/2008
600051677 SCHULLY MARGARET M 6.625 .250 6.375 .0500 6.325 10/01/2008
600051678 BEZET GARY A 6.375 .250 6.125 .0500 6.075 10/01/2008
600051679 NAVE DENNIS W 6.875 .250 6.625 .0500 6.575 01/01/2009
600051680 CLARK BRANDON L 7.375 .250 7.125 .0500 7.075 08/01/2008
600051681 AMERO GERALD M 6.750 .400 6.350 .0500 6.300 10/01/2008
600051682 MAGNAN RONALD J 7.125 .250 6.875 .0500 6.825 09/01/2008
600051683 BERTUCCINI THOMAS V 6.375 .250 6.125 .0500 6.075 11/01/2008
600051684 BEAN JANET WHITE 6.500 .250 6.250 .0500 6.200 11/01/2008
<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
------ -------------------- --------------- --------- -- -------- ----
<S> <C> <C> <C> <C> <C> <C>
600051671 BRIGGS GARY 00800021 $2,194.31 06/01/1996 180
600051672 OGBURN CHARLES L JR 00804737 $3,595.68 06/01/1996 180
600051673 RICHARD WILLIAM C 00804791 $2,207.82 06/01/1996 180
600051674 PLETSCH GREGORY A 00804859 $2,702.07 06/01/1996 180
600051675 PLANCHARD THOMAS A 00804914 $2,753.23 12 06/01/1996 180
600051676 KARR ROBERT S 00805251 $573.00 06/01/1996 180
600051677 SCHULLY MARGARET M 00805263 $2,080.85 06/01/1996 180
600051678 BEZET GARY A 00805272 $1,944.56 06/01/1996 180
600051679 NAVE DENNIS W 00805301 $2,634.54 06/01/1996 180
600051680 CLARK BRANDON L 00805302 $2,632.83 2 06/01/1996 180
600051681 AMERO GERALD M 00805305 $1,327.37 06/01/1996 180
600051682 MAGNAN RONALD J 00805325 $2,445.74 06/01/1996 180
600051683 BERTUCCINI THOMAS V 00805326 $2,324.83 06/01/1996 180
600051684 BEAN JANET WHITE 00805354 $3,817.19 06/01/1996 180
<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>
600051671 BRIGGS GARY $243,000.00 N
600051672 OGBURN CHARLES L JR $600,000.00 N
600051673 RICHARD WILLIAM C $375,000.00 N
600051674 PLETSCH GREGORY A $439,000.00 N
600051675 PLANCHARD THOMAS A $330,000.00 N
600051676 KARR ROBERT S $121,000.00 N
600051677 SCHULLY MARGARET M $325,000.00 N
600051678 BEZET GARY A $325,000.00 N
600051679 NAVE DENNIS W $400,000.00 N
600051680 CLARK BRANDON L $318,000.00 N
600051681 AMERO GERALD M $200,000.00 N
600051682 MAGNAN RONALD J $360,000.00 N
600051683 BERTUCCINI THOMAS V $430,000.00 N
600051684 BEAN JANET WHITE $626,000.00 N
</TABLE>
<PAGE>
(vlegal.ace v1.4) Page 2
RUN DATE: 06/27/1996 PNC MORTGAGE SECURITIES CORP.
TIME: 16:54:09 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 06/01/1996
POOL NUMBER: 1381 POOL NAME: 1996-2
<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
600051685 SUFFNESS MICHAEL B 6117 MEADOW ROAD "DALLAS, TX" TX 75230 $285,762.62
600051686 ODOM MICHAEL C 197 WEST OAKRIDGE PARK "METAIRIE," LA 70005 $266,191.87
600051687 HARDTNER QUINTON T III 4142 FAIRFIELD AVENUE "SHREVEPORT," LA 71106 $187,735.94
600051688 ANDERSON MICHAEL HOWARD 9151 HIGHLAND ROAD BATON ROUGE LA 70810 $311,656.51
600051689 RANDAZZO JEANNIE M. 544 ARLINGTON DRIVE "METAIRIE," LA 70001 $182,171.62
600051690 STAHL EDMONDO G 205 ARCADIA LANE CHAPEL HILL NC 27514 $232,102.53
600051691 SPEIRS IAIN T 103 BUCKEYE LANE "RADFORD, V" VA 24141 $252,564.90
600051692 STREIT ROBERT G 921 MASON RIDGE ROAD TOWN & COUN MO 63141 $503,074.91
600051693 BOBROW RICHARD S 8820 TWIN CREEK CT "POTOMAC, M" MD 20854 $560,463.51
600051694 KAN RITA H 965 HELLAM STREET "MONTEREY," CA 93940 $184,386.67
600051695 GRAHAM JOHN D 5396 BEAR MOUNTAIN DRIVE "EVERGREEN," CO 80439 $162,115.17
600051696 GOETTLICHER DAVID G 21898 ASPEN COURT FARMINGTON MI 48335 $187,222.52
600051697 SCHEIER MITCHELL D 111 HARVEST LANE "BROOMALL," PA 19008 $262,258.91
600051698 FRANCICA ANGELO V 171 STUART STREET "PARAMUS, N" NJ 07652 $258,314.66
<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
600051685 SUFFNESS MICHAEL B 6.500 .250 6.250 .0500 6.200 10/01/2008
600051686 ODOM MICHAEL C 6.750 .250 6.500 .0500 6.450 10/01/2008
600051687 HARDTNER QUINTON T III 6.625 .250 6.375 .0500 6.325 12/01/2008
600051688 ANDERSON MICHAEL HOWARD 6.500 .250 6.250 .0500 6.200 12/01/2008
600051689 RANDAZZO JEANNIE M. 6.500 .250 6.250 .0500 6.200 12/01/2008
600051690 STAHL EDMONDO G 5.875 .125 5.750 .0500 5.700 09/01/2008
600051691 SPEIRS IAIN T 6.000 .125 5.875 .0500 5.825 09/01/2008
600051692 STREIT ROBERT G 5.875 .125 5.750 .0500 5.700 10/01/2008
600051693 BOBROW RICHARD S 6.125 .125 6.000 .0500 5.950 10/01/2008
600051694 KAN RITA H 6.250 .125 6.125 .0500 6.075 10/01/2008
600051695 GRAHAM JOHN D 6.500 .125 6.375 .0500 6.325 10/01/2003
600051696 GOETTLICHER DAVID G 6.250 .125 6.125 .0500 6.075 10/01/2008
600051697 SCHEIER MITCHELL D 5.750 .125 5.625 .0500 5.575 10/01/2008
600051698 FRANCICA ANGELO V 6.125 .125 6.000 .0500 5.950 10/01/2008
<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
------ -------------------- --------------- --------- -- -------- ----
<S> <C> <C> <C> <C> <C> <C>
600051685 SUFFNESS MICHAEL B 00805356 $2,813.68 06/01/1996 180
600051686 ODOM MICHAEL C 00805361 $2,654.73 06/01/1996 180
600051687 HARDTNER QUINTON T III 00805364 $1,843.79 06/01/1996 180
600051688 ANDERSON MICHAEL HOWARD 00805365 $3,040.16 06/01/1996 180
600051689 RANDAZZO JEANNIE M. 00805403 $1,777.06 06/01/1996 180
600051690 STAHL EDMONDO G 00805409 $2,218.36 06/01/1996 180
600051691 SPEIRS IAIN T 00805411 $2,430.31 12 06/01/1996 180
600051692 STREIT ROBERT G 00805412 $5,022.71 06/01/1996 180
600051693 BOBROW RICHARD S 00805413 $5,404.87 06/01/1996 180
600051694 KAN RITA H 00805414 $1,792.01 06/01/1996 180
600051695 GRAHAM JOHN D 00805415 $2,320.92 06/01/1996 120
600051696 GOETTLICHER DAVID G 00805416 $1,817.74 06/01/1996 180
600051697 SCHEIER MITCHELL D 00805417 $2,491.23 06/01/1996 180
600051698 FRANCICA ANGELO V 00805419 $2,509.34 06/01/1996 180
<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>
600051685 SUFFNESS MICHAEL B $475,000.00 N
600051686 ODOM MICHAEL C $475,000.00 N
600051687 HARDTNER QUINTON T III $280,000.00 N
600051688 ANDERSON MICHAEL HOWARD $675,000.00 N
600051689 RANDAZZO JEANNIE M. $350,000.00 N
600051690 STAHL EDMONDO G $447,000.00 N
600051691 SPEIRS IAIN T $325,000.00 N
600051692 STREIT ROBERT G $800,000.00 N
600051693 BOBROW RICHARD S $800,000.00 N
600051694 KAN RITA H $270,000.00 N
600051695 GRAHAM JOHN D $265,000.00 N
600051696 GOETTLICHER DAVID G $267,000.00 N
600051697 SCHEIER MITCHELL D $415,000.00 N
600051698 FRANCICA ANGELO V $475,000.00 N
</TABLE>
<PAGE>
(vlegal.ace v1.4) Page 3
RUN DATE: 06/27/1996 PNC MORTGAGE SECURITIES CORP.
TIME: 16:54:09 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 06/01/1996
POOL NUMBER: 1381 POOL NAME: 1996-2
<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
600051699 GOLDSMITH FRANK 1682 RED MOUNTAIN ROAD "ASPEN, CO" CO 81612 $442,614.47
600051700 SADLER ALFRED M 2814 14TH AVENUE "CARMEL, CA" CA 93923 $247,570.66
600051701 DAVIS JEFFREY S 720 PROMONTORY POINT LANE FOSTER CITY CA 94404 $239,331.07
600051702 BALDUCCI JAMES 3526 STURBRIDGE PLACE "ALLENTOWN," PA 18104 $308,722.31
600051703 HARPER-SMITH MICHAEL 5375 TAMPA AVENUE "TARZANA, C" CA 91356 $237,241.33
600051704 SONG JONG K 4117 AMARILLO DRIVE "HARRISBURG," NC 28075 $85,690.25
600051705 KOCH ARTHUR H 1147 KINGSLEY COURT MENDOTA HEI MN 55118 $215,398.86
600051706 ZAYAS VICTOR M 135 WOODLAND STREET "TENAFLY, N" NJ 07670 $340,813.32
600051707 RITTER KURT L 994 PILGRIM "BIRMINGHAM," MI 48009 $219,276.82
600051708 SLATINSKY DAVID I 1100 DENT ROAD "EADS, TN" TN 38028 $170,165.47
600051709 AHUJA GURBAKSH SINGH 1 RUSTIC COURT "PLAINVIEW," NY 11803 $144,390.91
600051710 RANIERE LAURENCE A 1004 THAXTON LANE "WILMINGTON," DE 19807 $205,537.40
600051711 FORDHAM MICHAEL JAMES 835 WESTRIDGE DRIVE "HOCKESSIN," DE 19707 $207,782.42
600051712 HERRON PAUL M 802 HIDDEN FOREST DRIVE COLLEGEVILL PA 19426 $215,364.02
<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
600051699 GOLDSMITH FRANK 6.500 .125 6.375 .0500 6.325 10/01/2008
600051700 SADLER ALFRED M 6.375 .125 6.250 .0500 6.200 10/01/2008
600051701 DAVIS JEFFREY S 6.500 .125 6.375 .0500 6.325 10/01/2008
600051702 BALDUCCI JAMES 6.125 .125 6.000 .0500 5.950 10/01/2008
600051703 HARPER-SMITH MICHAEL 6.500 .125 6.375 .0500 6.325 10/01/2008
600051704 SONG JONG K 6.375 .125 6.250 .0500 6.200 10/01/2008
600051705 KOCH ARTHUR H 6.500 .125 6.375 .0500 6.325 10/01/2008
600051706 ZAYAS VICTOR M 6.500 .125 6.375 .0500 6.325 10/01/2008
600051707 RITTER KURT L 6.375 .125 6.250 .0500 6.200 10/01/2008
600051708 SLATINSKY DAVID I 6.500 .125 6.375 .0500 6.325 10/01/2003
600051709 AHUJA GURBAKSH SINGH 6.250 .125 6.125 .0500 6.075 10/01/2008
600051710 RANIERE LAURENCE A 6.000 .125 5.875 .0500 5.825 10/01/2008
600051711 FORDHAM MICHAEL JAMES 6.375 .125 6.250 .0500 6.200 10/01/2008
600051712 HERRON PAUL M 6.625 .125 6.500 .0500 6.450 10/01/2008
<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
------ -------------------- --------------- --------- -- -------- ----
<S> <C> <C> <C> <C> <C> <C>
600051699 GOLDSMITH FRANK 00805420 $4,355.54 06/01/1996 180
600051700 SADLER ALFRED M 00805421 $2,419.90 06/01/1996 180
600051701 DAVIS JEFFREY S 00805422 $2,770.12 06/01/1996 180
600051702 BALDUCCI JAMES 00805423 $2,977.19 06/01/1996 180
600051703 HARPER-SMITH MICHAEL 00805424 $2,334.57 06/01/1996 180
600051704 SONG JONG K 00805425 $838.32 06/01/1996 180
600051705 KOCH ARTHUR H 00805426 $2,122.02 06/01/1996 180
600051706 ZAYAS VICTOR M 00805427 $3,353.76 06/01/1996 180
600051707 RITTER KURT L 00805430 $2,143.34 06/01/1996 180
600051708 SLATINSKY DAVID I 00805431 $2,436.17 06/01/1996 120
600051709 AHUJA GURBAKSH SINGH 00805432 $1,401.89 06/01/1996 180
600051710 RANIERE LAURENCE A 00805433 $2,025.26 06/01/1996 180
600051711 FORDHAM MICHAEL JAMES 00805434 $2,030.99 06/01/1996 180
600051712 HERRON PAUL M 00805435 $2,133.52 1 06/01/1996 180
<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>
600051699 GOLDSMITH FRANK $1,775,000.00 N
600051700 SADLER ALFRED M $635,000.00 N
600051701 DAVIS JEFFREY S $425,000.00 N
600051702 BALDUCCI JAMES $455,000.00 N
600051703 HARPER-SMITH MICHAEL $530,000.00 N
600051704 SONG JONG K $147,000.00 N
600051705 KOCH ARTHUR H $325,000.00 N
600051706 ZAYAS VICTOR M $575,000.00 N
600051707 RITTER KURT L $330,000.00 N
600051708 SLATINSKY DAVID I $615,000.00 N
600051709 AHUJA GURBAKSH SINGH $220,000.00 N
600051710 RANIERE LAURENCE A $380,000.00 N
600051711 FORDHAM MICHAEL JAMES $297,000.00 N
600051712 HERRON PAUL M $270,000.00 N
</TABLE>
<PAGE>
(vlegal.ace v1.4) Page 4
RUN DATE: 06/27/1996 PNC MORTGAGE SECURITIES CORP.
TIME: 16:54:09 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 06/01/1996
POOL NUMBER: 1381 POOL NAME: 1996-2
<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
600051713 CARR FREDERICK J 100 NORTH POINSETTIA AVE MANHATTAN B CA 90266 $322,726.08
600051714 AGUILERA ROBERT A 910 VISTA DE LEJOS SANTA BARBA CA 93110 $241,145.70
600051715 WALVICK MICHAEL 42601 MONTEVIDEO COURT "FREMONT, C" CA 94539 $247,864.22
600051716 BLY D RANDALL 8120 HOLYROOD CT "DUBLIN, OH" OH 43017 $230,102.35
600051718 BUSCHER RODNEY L 4545 SOUTH HIGH STREET "ENGLEWOOD," CO 80110 $463,929.68
600051719 DAVIS LAWRENCE E 2360 LAUREL CANYON BLVD LOS ANGELES CA 90046 $578,497.14
600051720 WESTON JON S 165 NOE AVENUE "CHATHAM, N" NJ 07928 $202,741.84
600051721 EVANIER ERIC M 3 SILVER RIDGE COMMON "WESTON, CT" CT 06883 $356,856.95
600051722 NOVOGRODZKY VICTOR B 27 CHAGALL ROAD "MARLBORO," NJ 07746 $275,343.98
600051723 NUNZIATA JANET 12 OLD ORCHARD DRIVE "WESTON, CT" CT 06883 $425,379.20
600051724 BROYLES STEPHEN E 2815 EDWARD BATON ROUGE LA 70808 $195,566.44
600051725 WOODBURN MARK S STEEL BLVD BATON ROUGE LA 70808 $289,902.96
600051726 NAGATA JULIA K 518 ZENITH RIDGE DRIVE "DANVILLE," CA 94506 $263,652.01
600051727 WILLIAMS MYRA N 2014 VINTAGE HILL DRIVE "DURHAM, NC" NC 27712 $253,105.95
<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
600051713 CARR FREDERICK J 6.375 .125 6.250 .0500 6.200 10/01/2008
600051714 AGUILERA ROBERT A 6.000 .125 5.875 .0500 5.825 10/01/2008
600051715 WALVICK MICHAEL 6.500 .125 6.375 .0500 6.325 10/01/2008
600051716 BLY D RANDALL 6.000 .125 5.875 .0500 5.825 11/01/2008
600051718 BUSCHER RODNEY L 6.375 .125 6.250 .0500 6.200 10/01/2008
600051719 DAVIS LAWRENCE E 6.500 .125 6.375 .0500 6.325 10/01/2008
600051720 WESTON JON S 7.000 .125 6.875 .0500 6.825 11/01/2008
600051721 EVANIER ERIC M 6.875 .125 6.750 .0500 6.700 11/01/2008
600051722 NOVOGRODZKY VICTOR B 6.875 .125 6.750 .0500 6.700 11/01/2008
600051723 NUNZIATA JANET 7.000 .125 6.875 .0500 6.825 11/01/2008
600051724 BROYLES STEPHEN E 6.500 .250 6.250 .0500 6.200 12/01/2008
600051725 WOODBURN MARK S 6.375 .250 6.125 .0500 6.075 12/01/2008
600051726 NAGATA JULIA K 5.750 .125 5.625 .0500 5.575 10/01/2008
600051727 WILLIAMS MYRA N 5.750 .125 5.625 .0500 5.575 10/01/2008
<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
------ -------------------- --------------- --------- -- -------- ----
<S> <C> <C> <C> <C> <C> <C>
600051713 CARR FREDERICK J 00805437 $3,154.51 06/01/1996 180
600051714 AGUILERA ROBERT A 00805438 $2,615.96 06/01/1996 180
600051715 WALVICK MICHAEL 00805439 $2,439.10 06/01/1996 180
600051716 BLY D RANDALL 00805440 $2,194.03 06/01/1996 180
600051718 BUSCHER RODNEY L 00805442 $4,534.72 06/01/1996 180
600051719 DAVIS LAWRENCE E 00805444 $5,692.69 06/01/1996 180
600051720 WESTON JON S 00805445 $2,040.34 06/01/1996 180
600051721 EVANIER ERIC M 00805448 $3,567.42 06/01/1996 180
600051722 NOVOGRODZKY VICTOR B 00805450 $2,818.26 06/01/1996 180
600051723 NUNZIATA JANET 00805451 $4,296.40 06/01/1996 180
600051724 BROYLES STEPHEN E 00805462 $1,907.73 06/01/1996 180
600051725 WOODBURN MARK S 00805464 $2,808.81 06/01/1996 180
600051726 NAGATA JULIA K 00805468 $2,491.23 06/01/1996 180
600051727 WILLIAMS MYRA N 00805469 $2,391.58 06/01/1996 180
<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>
600051713 CARR FREDERICK J $700,000.00 N
600051714 AGUILERA ROBERT A $500,000.00 N
600051715 WALVICK MICHAEL $350,000.00 N
600051716 BLY D RANDALL $355,000.00 N
600051718 BUSCHER RODNEY L $675,000.00 N
600051719 DAVIS LAWRENCE E $1,100,000.00 N
600051720 WESTON JON S $330,000.00 N
600051721 EVANIER ERIC M $660,000.00 N
600051722 NOVOGRODZKY VICTOR B $480,000.00 N
600051723 NUNZIATA JANET $780,000.00 N
600051724 BROYLES STEPHEN E $275,000.00 N
600051725 WOODBURN MARK S $412,000.00 N
600051726 NAGATA JULIA K $450,000.00 N
600051727 WILLIAMS MYRA N $365,000.00 N
</TABLE>
<PAGE>
(vlegal.ace v1.4) Page 5
RUN DATE: 06/27/1996 PNC MORTGAGE SECURITIES CORP.
TIME: 16:54:09 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 06/01/1996
POOL NUMBER: 1381 POOL NAME: 1996-2
<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
600051728 HERMANN JENS H 590 FLINTLOCK ROAD "FAIRFIELD," CT 06490 $301,606.99
600051729 BYRNE ROGER S 3807 HOGAN COURT "SUGAR LAND," TX 77479 $222,026.14
600051730 BARTOLETTI ERMO S 7147 EAST REDLEDGE DRIVE PARADISE VA AZ 85253 $221,307.26
600051731 NOACK DAVID A 1539 FOREST VILLA LANE "MCLEAN, VA" VA 22101 $222,026.14
600051732 BENTITOU FREDERIC 303 30TH AVENUE "SAN MATEO," CA 94403 $72,991.37
600051733 LANCE I GLENN 7 SAINT RAPHAEL LAGUNA NIGU CA 92677 $304,666.65
600051734 RYAN LAWRENCE J 20130 ANZA DRIVE "SALINAS, C" CA 93908 $225,999.27
600051735 KLINE JAMES M 16 PORTSIDE DRIVE UNIT 1 FT LAUDERDA FL 33316 $222,919.76
600051736 NAJER NANCY THERIOT AVENUE "CHESTER, N" NY 12817 $48,217.80
600051737 LIEB GEORGE 134 MILL BROOK LANE "MEDIA, PA" PA 19063 $261,962.66
600051738 ELLIS MICHAEL D 621 CREEK LANE "FLOURTOWN," PA 19031 $476,792.95
600051739 CHANG SAM YIP 7010 CHAPPARALL VIEW LANE "CHARLOTTE," NC 28215 $130,644.03
600051740 NGUYEN KHOI DANG 2058 DENNIS LANE "BETHLEHEM," PA 18015 $205,322.09
600051741 ROBINSON JACK 1670 STRATH ERIN HIGHLAND PA IL 60035 $407,104.39
<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
600051728 HERMANN JENS H 6.250 .125 6.125 .0500 6.075 11/01/2008
600051729 BYRNE ROGER S 6.375 .125 6.250 .0500 6.200 11/01/2008
600051730 BARTOLETTI ERMO S 6.500 .125 6.375 .0500 6.325 10/01/2008
600051731 NOACK DAVID A 6.375 .125 6.250 .0500 6.200 11/01/2008
600051732 BENTITOU FREDERIC 6.625 .125 6.500 .0500 6.450 11/01/2008
600051733 LANCE I GLENN 6.875 .125 6.750 .0500 6.700 11/01/2008
600051734 RYAN LAWRENCE J 6.625 .125 6.500 .0500 6.450 10/01/2008
600051735 KLINE JAMES M 7.000 .125 6.875 .0500 6.825 11/01/2008
600051736 NAJER NANCY 7.000 .125 6.875 .0500 6.825 11/01/2008
600051737 LIEB GEORGE 6.000 .125 5.875 .0500 5.825 11/01/2008
600051738 ELLIS MICHAEL D 6.500 .125 6.375 .0500 6.325 11/01/2008
600051739 CHANG SAM YIP 6.875 .125 6.750 .0500 6.700 11/01/2008
600051740 NGUYEN KHOI DANG 6.000 .125 5.875 .0500 5.825 11/01/2008
600051741 ROBINSON JACK 6.000 .125 5.875 .0500 5.825 11/01/2008
<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
------ -------------------- --------------- --------- -- -------- ----
<S> <C> <C> <C> <C> <C> <C>
600051728 HERMANN JENS H 00805470 $2,915.24 06/01/1996 180
600051729 BYRNE ROGER S 00805471 $2,160.63 06/01/1996 180
600051730 BARTOLETTI ERMO S 00805472 $2,177.77 06/01/1996 180
600051731 NOACK DAVID A 00805473 $2,160.63 06/01/1996 180
600051732 BENTITOU FREDERIC 00805475 $719.95 06/01/1996 180
600051733 LANCE I GLENN 00805476 $3,045.68 06/01/1996 180
600051734 RYAN LAWRENCE J 00805477 $2,238.88 06/01/1996 180
600051735 KLINE JAMES M 00805478 $2,243.48 06/01/1996 180
600051736 NAJER NANCY 00805479 $485.37 06/01/1996 180
600051737 LIEB GEORGE 00805480 $2,497.82 06/01/1996 180
600051738 ELLIS MICHAEL D 00805481 $4,671.31 06/01/1996 180
600051739 CHANG SAM YIP 00805482 $1,306.57 06/01/1996 180
600051740 NGUYEN KHOI DANG 00805483 $1,957.75 06/01/1996 180
600051741 ROBINSON JACK 00805484 $3,881.74 06/01/1996 180
<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>
600051728 HERMANN JENS H $610,000.00 N
600051729 BYRNE ROGER S $361,000.00 N
600051730 BARTOLETTI ERMO S $415,000.00 N
600051731 NOACK DAVID A $373,000.00 N
600051732 BENTITOU FREDERIC $415,000.00 N
600051733 LANCE I GLENN $497,500.00 N
600051734 RYAN LAWRENCE J $340,000.00 N
600051735 KLINE JAMES M $312,000.00 N
600051736 NAJER NANCY $110,000.00 N
600051737 LIEB GEORGE $372,000.00 N
600051738 ELLIS MICHAEL D $825,000.00 N
600051739 CHANG SAM YIP $207,000.00 N
600051740 NGUYEN KHOI DANG $340,000.00 N
600051741 ROBINSON JACK $580,000.00 N
</TABLE>
<PAGE>
(vlegal.ace v1.4) Page 6
RUN DATE: 06/27/1996 PNC MORTGAGE SECURITIES CORP.
TIME: 16:54:09 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 06/01/1996
POOL NUMBER: 1381 POOL NAME: 1996-2
<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
600051742 KAKOS NAZAR 22636 LAKECREST ST CLAIR SH MI 48080 $149,581.55
600051743 KIM BYUNG KYU 5450 STATE BRIDGE ROAD "ALPHARETTA," GA 30202 $255,968.68
600051744 MCGINNIS ANDREW W 902 WINDING LANE "MEDIA, PA" PA 19063 $245,588.54
600051745 KIM UN SHIM 4500 CROFT MILL LANE "CHARLOTTE," NC 28226 $71,450.93
600051746 TARSHIS LEMUEL A 314 ST ANDREWS PLACE "BLUE BELL," PA 19422 $250,357.67
600051747 MCDERMOTT JOHN E III 55 WINTHROP DRIVE "GREENWICH," CT 06878 $266,737.30
600051748 BAGLEY RAYMOND C 39 GREENWOOD BAY DRIVE "TIBURON, C" CA 94920 $222,026.14
600051749 MOR VINCENT 141 MORRIS AVENUE "PROVIDENCE," RI 02906 $219,114.89
600051750 WILSON ROBERT 10674 OAKTON RIDGE COURT "OAKTON, VA" VA 22124 $214,531.08
600051751 PENDERGRAFT RICHARD P 0151 CROSSLAND "BASALT, CO" CO 81621 $85,356.01
600051752 DANNEWITZ DARYL 612 PIEZZI ROAD "SANTA ROSA," CA 95401 $258,003.01
600051753 SICKEL DAVID C 417 PRINCETON AVENUE "BRICK, NJ" NJ 08723 $558,437.66
600051755 TRINAGEL MICHAEL 4 CONKLIN ROAD "NEW CITY," NY 10956 $113,677.47
600051756 ARONS WILLIAM C JR 2650 MAPLERIDGE LANE "ORONO, MN" MN 55331 $177,032.96
<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
600051742 KAKOS NAZAR 6.250 .125 6.125 .0500 6.075 11/01/2008
600051743 KIM BYUNG KYU 6.625 .125 6.500 .0500 6.450 11/01/2008
600051744 MCGINNIS ANDREW W 6.625 .125 6.500 .0500 6.450 11/01/2008
600051745 KIM UN SHIM 7.000 .125 6.875 .0500 6.825 11/01/2008
600051746 TARSHIS LEMUEL A 6.125 .125 6.000 .0500 5.950 11/01/2008
600051747 MCDERMOTT JOHN E III 6.500 .125 6.375 .0500 6.325 11/01/2008
600051748 BAGLEY RAYMOND C 6.375 .125 6.250 .0500 6.200 11/01/2008
600051749 MOR VINCENT 6.500 .125 6.375 .0500 6.325 11/01/2008
600051750 WILSON ROBERT 7.000 .125 6.875 .0500 6.825 11/01/2008
600051751 PENDERGRAFT RICHARD P 6.500 .125 6.375 .0500 6.325 11/01/2008
600051752 DANNEWITZ DARYL 6.375 .125 6.250 .0500 6.200 11/01/2008
600051753 SICKEL DAVID C 6.625 .125 6.500 .0500 6.450 11/01/2003
600051755 TRINAGEL MICHAEL 6.375 .125 6.250 .0500 6.200 11/01/2008
600051756 ARONS WILLIAM C JR 6.375 .125 6.250 .0500 6.200 11/01/2008
<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
------ -------------------- --------------- --------- -- -------- ----
<S> <C> <C> <C> <C> <C> <C>
600051742 KAKOS NAZAR 00805485 $2,893.80 06/01/1996 180
600051743 KIM BYUNG KYU 00805486 $2,526.87 06/01/1996 180
600051744 MCGINNIS ANDREW W 00805487 $2,422.38 06/01/1996 180
600051745 KIM UN SHIM 00805488 $719.06 06/01/1996 180
600051746 TARSHIS LEMUEL A 00805489 $2,477.02 06/01/1996 180
600051747 MCDERMOTT JOHN E III 00805491 $2,613.32 06/01/1996 180
600051748 BAGLEY RAYMOND C 00805492 $2,160.63 06/01/1996 180
600051749 MOR VINCENT 00805493 $2,227.42 06/01/1996 180
600051750 WILSON ROBERT 00805494 $2,158.99 06/01/1996 180
600051751 PENDERGRAFT RICHARD P 00805495 $836.26 06/01/1996 180
600051752 DANNEWITZ DARYL 00805496 $2,527.93 06/01/1996 180
600051753 SICKEL DAVID C 00805498 $8,655.22 06/01/1996 120
600051755 TRINAGEL MICHAEL 00805500 $1,106.24 06/01/1996 180
600051756 ARONS WILLIAM C JR 00805501 $1,782.95 06/01/1996 180
<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>
600051742 KAKOS NAZAR $460,000.00 N
600051743 KIM BYUNG KYU $410,000.00 N
600051744 MCGINNIS ANDREW W $380,000.00 N
600051745 KIM UN SHIM $218,000.00 N
600051746 TARSHIS LEMUEL A $365,000.00 N
600051747 MCDERMOTT JOHN E III $550,000.00 N
600051748 BAGLEY RAYMOND C $371,000.00 N
600051749 MOR VINCENT $385,000.00 N
600051750 WILSON ROBERT $428,000.00 N
600051751 PENDERGRAFT RICHARD P $155,000.00 N
600051752 DANNEWITZ DARYL $390,000.00 N
600051753 SICKEL DAVID C $1,100,000.00 N
600051755 TRINAGEL MICHAEL $360,000.00 N
600051756 ARONS WILLIAM C JR $318,000.00 N
</TABLE>
<PAGE>
(vlegal.ace v1.4) Page 7
RUN DATE: 06/27/1996 PNC MORTGAGE SECURITIES CORP.
TIME: 16:54:09 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 06/01/1996
POOL NUMBER: 1381 POOL NAME: 1996-2
<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
600051757 FAHANDEZA RIAZOLLAH 5020 LAKE FJORD PASS "MARIETTA," GA 30068 $52,858.20
600051758 KOLLARIKOVA DANUSE 2102 WINDWARD LANE HANOVER PAR IL 60103 $44,405.10
600051759 MUELLER STEPHEN 638 ROLLING MEADOWS MOSCOW MILL MO 63362 $44,987.05
600051760 TAYLOR WILLIAM B III 5434 PRYTANIA STREET NEW ORLEANS LA 70115 $284,327.73
600051761 CORALES RICHARD L 3869 THIRD STREET "METAIRIE," LA 70002 $274,589.96
600051762 RITTMAYER JANE F 808 KINGS HIGHWAY HADDON HEIG NJ 08035 $122,849.12
600051763 MOSTELLER DAVID E 343 GLEN ERICA "SHREVEPORT," LA 71106 $238,636.35
600051764 SUPNICK JED 75-11 190TH STREET FRESH MEADO NY 11366 $199,770.48
600051765 GANZ ROBERT 15 SENECA TRAIL "HARRISON," NY 10528 $536,740.63
600051766 BRETTI FRANK 100 KENSINGTON OVAL NEW ROCHELL NY 10805 $133,857.91
600051767 CAMISA THOMAS J 10 ELBA PLACE "SCARSDALE," NY 10583 $165,588.48
600051768 SIDIKMAN DAVID S 5 FAMS COURT OLD BETHPAG NY 11804 $70,839.75
600051769 DOSER DAVID A 32 RED MAPLE DRIVE "FAIRPORT," NY 14450 $83,864.11
600051770 PUMA-TEREZAKIS JANINE 46 KNOLLWOOD ROAD SOUTH "ROSLYN, NY" NY 11576 $232,980.09
<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
600051757 FAHANDEZA RIAZOLLAH 6.375 .125 6.250 .0500 6.200 11/01/2008
600051758 KOLLARIKOVA DANUSE 6.375 .125 6.250 .0500 6.200 11/01/2008
600051759 MUELLER STEPHEN 7.375 .250 7.125 .0500 7.075 12/01/2008
600051760 TAYLOR WILLIAM B III 6.375 .250 6.125 .0500 6.075 12/01/2008
600051761 CORALES RICHARD L 6.500 .250 6.250 .0500 6.200 12/01/2008
600051762 RITTMAYER JANE F 6.625 .250 6.375 .0500 6.325 01/01/2009
600051763 MOSTELLER DAVID E 6.625 .250 6.375 .0500 6.325 01/01/2009
600051764 SUPNICK JED 7.220 .250 6.970 .0500 6.920 11/01/2008
600051765 GANZ ROBERT 7.650 .250 7.400 .0500 7.350 10/01/2008
600051766 BRETTI FRANK 7.375 .250 7.125 .0500 7.075 10/01/2008
600051767 CAMISA THOMAS J 7.625 .250 7.375 .0500 7.325 09/01/2008
600051768 SIDIKMAN DAVID S 6.625 .250 6.375 .0500 6.325 11/01/2008
600051769 DOSER DAVID A 7.600 .250 7.350 .0500 7.300 09/01/2008
600051770 PUMA-TEREZAKIS JANINE 7.375 .250 7.125 .0500 7.075 11/01/2008
<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
------ -------------------- --------------- --------- -- -------- ----
<S> <C> <C> <C> <C> <C> <C>
600051757 FAHANDEZA RIAZOLLAH 00805502 $561.76 06/01/1996 180
600051758 KOLLARIKOVA DANUSE 00805503 $432.13 06/01/1996 180
600051759 MUELLER STEPHEN 00805548 $459.97 06/01/1996 180
600051760 TAYLOR WILLIAM B III 00805549 $2,754.80 06/01/1996 180
600051761 CORALES RICHARD L 00805559 $2,678.66 06/01/1996 180
600051762 RITTMAYER JANE F 00805568 $1,229.20 06/01/1996 180
600051763 MOSTELLER DAVID E 00805577 $2,333.71 06/01/1996 180
600051764 SUPNICK JED 00805580 $2,050.14 06/01/1996 180
600051765 GANZ ROBERT 00805581 $5,613.34 06/01/1996 180
600051766 BRETTI FRANK 00805582 $1,379.88 06/01/1996 180
600051767 CAMISA THOMAS J 00805583 $2,185.86 06/01/1996 180
600051768 SIDIKMAN DAVID S 00805584 $702.40 06/01/1996 180
600051769 DOSER DAVID A 00805585 $886.07 06/01/1996 180
600051770 PUMA-TEREZAKIS JANINE 00805586 $2,391.80 06/01/1996 180
<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>
600051757 FAHANDEZA RIAZOLLAH $120,000.00 N
600051758 KOLLARIKOVA DANUSE $107,500.00 N
600051759 MUELLER STEPHEN $82,500.00 N
600051760 TAYLOR WILLIAM B III $433,000.00 N
600051761 CORALES RICHARD L $410,000.00 N
600051762 RITTMAYER JANE F $210,000.00 N
600051763 MOSTELLER DAVID E $350,000.00 N
600051764 SUPNICK JED $300,000.00 N
600051765 GANZ ROBERT $1,050,000.00 N
600051766 BRETTI FRANK $370,000.00 N
600051767 CAMISA THOMAS J $292,500.00 N
600051768 SIDIKMAN DAVID S $230,000.00 N
600051769 DOSER DAVID A $147,000.00 N
600051770 PUMA-TEREZAKIS JANINE $452,000.00 N
</TABLE>
<PAGE>
(vlegal.ace v1.4) Page 8
RUN DATE: 06/27/1996 PNC MORTGAGE SECURITIES CORP.
TIME: 16:54:09 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 06/01/1996
POOL NUMBER: 1381 POOL NAME: 1996-2
<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
600051771 TAGARIELLO FRANCESCO 1620 EAST DRIVE NORTH MERRI NY 11566 $110,459.68
600051772 GLASSBERG KENNETH J OCEAN AVENUE "MASSAPEQUA," NY 11758 $131,391.46
600051773 BLATT RONALD D BOX 430 SCARAWAN ROAD STONE RIDGE NY 12484 $185,304.47
600051774 TROIA FRANK 2581 EVERGREEN STREET YORKTOWN HE NY 10598 $101,973.06
600051775 HUBERLIE WILLIAM 28 MERRY HILLS LANE "PITTSFORD," NY 14534 $343,798.52
600051776 MCCUMBER KEVIN 165 COMMUNITY DRIVE N TONAWANDA NY 14120 $28,738.46
600051777 TOPAL ALAN 88 AMY DRIVE "SAYVILLE," NY 11782 $77,252.75
600051778 KAISER MARCIO 41 WEAVERS HILL UNIT 41-B MOUNT KISCO NY 10549 $230,907.34
600051779 BERNSOHN JAY M 5 WEYBRIDGE COURT SEVERNA PAR MD 21146 $187,434.25
600051780 SHLIECHKORN BARUCH 46 HIGHLANDS AVENUE SPRINGFIELD NJ 7081 $204,785.53
600051781 SHAMES MITCHELL H 112 GORDON ROAD "NEWTON, MA" MA 02168 $238,383.58
600051783 KESSLER PAULA C 625 ROYAL PLAZA DRIVE FT LAUDERDA FL 33301 $295,708.49
600051784 FAUST FRANK LEO 441 BAIR ROAD "BERWYN, PA" PA 19312 $234,078.09
600051785 ALVAREZ EMILIO J 6740 SW 78 TERRACE "MIAMI, FL" FL 33143 $84,695.88
<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
600051771 TAGARIELLO FRANCESCO 7.375 .250 7.125 .0500 7.075 10/01/2008
600051772 GLASSBERG KENNETH J 7.000 .250 6.750 .0500 6.700 11/01/2008
600051773 BLATT RONALD D 7.250 .250 7.000 .0500 6.950 10/01/2008
600051774 TROIA FRANK 7.600 .250 7.350 .0500 7.300 10/01/2008
600051775 HUBERLIE WILLIAM 7.450 .250 7.200 .0500 7.150 10/01/2008
600051776 MCCUMBER KEVIN 7.700 .250 7.450 .0500 7.400 11/01/2008
600051777 TOPAL ALAN 7.050 .250 6.800 .0500 6.750 11/01/2003
600051778 KAISER MARCIO 6.375 .250 6.125 .0500 6.075 11/01/2008
600051779 BERNSOHN JAY M 7.500 .250 7.250 .0500 7.200 08/01/2008
600051780 SHLIECHKORN BARUCH 7.125 .250 6.875 .0500 6.825 10/01/2008
600051781 SHAMES MITCHELL H 7.625 .250 7.375 .0500 7.325 07/01/2008
600051783 KESSLER PAULA C 7.250 .250 7.000 .0500 6.950 07/01/2008
600051784 FAUST FRANK LEO 6.875 .250 6.625 .0500 6.575 08/01/2008
600051785 ALVAREZ EMILIO J 7.500 .250 7.250 .0500 7.200 07/01/2008
<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
------ -------------------- --------------- --------- -- -------- ----
<S> <C> <C> <C> <C> <C> <C>
600051771 TAGARIELLO FRANCESCO 00805587 $1,177.50 06/01/1996 180
600051772 GLASSBERG KENNETH J 00805589 $1,348.24 06/01/1996 180
600051773 BLATT RONALD D 00805590 $1,898.75 06/01/1996 180
600051774 TROIA FRANK 00805591 $1,119.24 06/01/1996 180
600051775 HUBERLIE WILLIAM 00805594 $3,558.07 06/01/1996 180
600051776 MCCUMBER KEVIN 00805595 $328.44 06/01/1996 180
600051777 TOPAL ALAN 00805596 $1,117.12 06/01/1996 120
600051778 KAISER MARCIO 00805597 $2,247.05 06/01/1996 180
600051779 BERNSOHN JAY M 00805598 $2,233.18 06/01/1996 180
600051780 SHLIECHKORN BARUCH 00805599 $2,083.42 06/01/1996 180
600051781 SHAMES MITCHELL H 00805600 $2,522.16 06/01/1996 180
600051783 KESSLER PAULA C 00805602 $3,067.22 06/01/1996 180
600051784 FAUST FRANK LEO 00805603 $2,370.55 06/01/1996 180
600051785 ALVAREZ EMILIO J 00805604 $889.94 06/01/1996 180
<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>
600051771 TAGARIELLO FRANCESCO $198,000.00 N
600051772 GLASSBERG KENNETH J $280,000.00 N
600051773 BLATT RONALD D $260,000.00 N
600051774 TROIA FRANK $214,000.00 N
600051775 HUBERLIE WILLIAM $496,000.00 N
600051776 MCCUMBER KEVIN $78,000.00 N
600051777 TOPAL ALAN $241,000.00 N
600051778 KAISER MARCIO $325,000.00 N
600051779 BERNSOHN JAY M $577,000.00 N
600051780 SHLIECHKORN BARUCH $385,000.00 N
600051781 SHAMES MITCHELL H $545,000.00 N
600051783 KESSLER PAULA C $450,000.00 N
600051784 FAUST FRANK LEO $438,000.00 N
600051785 ALVAREZ EMILIO J $162,000.00 N
</TABLE>
<PAGE>
(vlegal.ace v1.4) Page 9
RUN DATE: 06/27/1996 PNC MORTGAGE SECURITIES CORP.
TIME: 16:54:09 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 06/01/1996
POOL NUMBER: 1381 POOL NAME: 1996-2
<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
600051786 DIEBERT ALBERT E 772 LENOX ROAD "GLEN ELLYN," IL 60137 $80,776.73
600051787 LYONS FRANK J 127 HANSON ROAD "DARIEN, CT" CT 06820 $398,693.08
600051788 PILDER RICHARD J 7 BYRON ROAD OLD GREENWI CT 06870 $440,510.99
600051789 GALLAS ROBERT J JR 1131 W WINDHILL DRIVE "PALATINE," IL 60067 $304,366.84
600051790 PASTORE RICHARDS 11 EGGLESTON LANE OLD GREENWI CT 6870 $431,005.00
600051791 BROWNE H LEE 129 ROUND HILL ROAD "GREENWICH," CT 06831 $801,335.59
600051792 CLEMENTS JOHN D 7 INNISBROOK LAND "BIRMINGHAM," AL 35242 $265,980.58
600051793 HAKIM BRUCE H 14 KIRKSTALL ROAD "NEWTON, MA" MA 02160 $226,083.35
600051794 SIBLEY DAVID H 3000 BRIARCLIFF ROAD "BIRMINGHAM," AL 35223 $666,251.36
600051795 ARTEAGA LEONILA 2904 SW 124 PLACE "MIAMI, FL" FL 33175 $75,490.51
600051796 SMITH JOHN GREGORY 2020 VINEYARD ROAD "ANNAPOLIS," MD 21401 $229,007.91
600051797 ESPINOZA GROVER V 212 SWAN CREEK ROAD FT WASHINGT MD 20744 $208,956.11
600051798 DEBELIUS CHARLES A 6422 BOULEVARD VIEW DRIVE "ALEXANDRIA," VA 22307 $204,630.03
600051799 KAUTTER DAVID J 8312 SUMMERWOOD DRIVE "MCLEAN, VA" VA 22102 $379,948.78
<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
600051786 DIEBERT ALBERT E 7.125 .250 6.875 .0500 6.825 08/01/2008
600051787 LYONS FRANK J 7.500 .250 7.250 .0500 7.200 08/01/2008
600051788 PILDER RICHARD J 7.750 .250 7.500 .0500 7.450 09/01/2008
600051789 GALLAS ROBERT J JR 7.250 .250 7.000 .0500 6.950 09/01/2008
600051790 PASTORE RICHARDS 7.375 .250 7.125 .0500 7.075 09/01/2008
600051791 BROWNE H LEE 7.125 .250 6.875 .0500 6.825 10/01/2008
600051792 CLEMENTS JOHN D 7.125 .250 6.875 .0500 6.825 09/01/2008
600051793 HAKIM BRUCE H 7.125 .250 6.875 .0500 6.825 09/01/2008
600051794 SIBLEY DAVID H 6.875 .250 6.625 .0500 6.575 10/01/2008
600051795 ARTEAGA LEONILA 7.500 .250 7.250 .0500 7.200 10/01/2008
600051796 SMITH JOHN GREGORY 7.500 .250 7.250 .0500 7.200 10/01/2008
600051797 ESPINOZA GROVER V 6.750 .250 6.500 .0500 6.450 10/01/2008
600051798 DEBELIUS CHARLES A 7.500 .250 7.250 .0500 7.200 09/01/2008
600051799 KAUTTER DAVID J 7.375 .250 7.125 .0500 7.075 09/01/2008
<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
------ -------------------- --------------- --------- -- -------- ----
<S> <C> <C> <C> <C> <C> <C>
600051786 DIEBERT ALBERT E 00805605 $828.84 06/01/1996 180
600051787 LYONS FRANK J 00805606 $4,171.56 06/01/1996 180
600051788 PILDER RICHARD J 00805607 $4,649.91 06/01/1996 180
600051789 GALLAS ROBERT J JR 00805609 $3,131.12 06/01/1996 180
600051790 PASTORE RICHARDS 00805610 $4,461.63 06/01/1996 180
600051791 BROWNE H LEE 00805611 $8,152.49 06/01/1996 180
600051792 CLEMENTS JOHN D 00805612 $2,717.49 06/01/1996 180
600051793 HAKIM BRUCE H 00805613 $2,309.87 18 06/01/1996 180
600051794 SIBLEY DAVID H 00805614 $6,688.91 06/01/1996 180
600051795 ARTEAGA LEONILA 00805616 $783.33 06/01/1996 180
600051796 SMITH JOHN GREGORY 00805617 $2,428.78 06/01/1996 180
600051797 ESPINOZA GROVER V 00805618 $2,229.98 06/01/1996 180
600051798 DEBELIUS CHARLES A 00805619 $2,132.12 06/01/1996 180
600051799 KAUTTER DAVID J 00805620 $4,415.64 06/01/1996 180
<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>
600051786 DIEBERT ALBERT E $269,000.00 N
600051787 LYONS FRANK J $750,000.00 N
600051788 PILDER RICHARD J $1,250,000.00 N
600051789 GALLAS ROBERT J JR $520,000.00 N
600051790 PASTORE RICHARDS $1,275,000.00 N
600051791 BROWNE H LEE $1,900,000.00 N
600051792 CLEMENTS JOHN D $620,000.00 N
600051793 HAKIM BRUCE H $285,000.00 N
600051794 SIBLEY DAVID H $1,300,000.00 N
600051795 ARTEAGA LEONILA $130,000.00 N
600051796 SMITH JOHN GREGORY $504,800.00 N
600051797 ESPINOZA GROVER V $346,000.00 N
600051798 DEBELIUS CHARLES A $350,000.00 N
600051799 KAUTTER DAVID J $730,000.00 N
</TABLE>
<PAGE>
(vlegal.ace v1.4) Page 10
RUN DATE: 06/27/1996 PNC MORTGAGE SECURITIES CORP.
TIME: 16:54:09 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 06/01/1996
POOL NUMBER: 1381 POOL NAME: 1996-2
<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
600051800 FU GARY CHIEN-KUO 14416 STONEBRIDGE VIEW DR NORTH POTOM MD 20878 $259,065.73
600051801 HIRSCHHORN ERIC L 3204 FARMINGTON DRIVE CHEVY CHASE MD 20815 $367,662.37
600051802 COLLINS EDWARD R JR 2334 SE SKIVER ROAD PORT ORCHAR WA 98366 $46,605.54
600051803 MURPHY KENNETH M 7 MOCKINGBIRD ROAD ALLAMUCHY T NJ 07840 $200,974.90
600051804 LYNCH ALEXANDER P 5 WOODSIDE ROAD "GREENWICH," CT 06830 $694,337.21
600051805 SURETTE RALPH F 3106 CAMERON MILLS ROAD "ALEXANDRIA," VA 22302 $205,471.90
600051806 TONEY WILLIAM M 939 AMER DRIVE FT WASHINGT MD 20744 $206,666.55
600051807 REYES HECTOR R 9805 CONESTOGA WAY "POTOMAC, M" MD 20854 $284,297.14
600051808 SAINI RANJIV K 74 PEBBLE BEACH COURT LEONARDTOWN MD 20650 $302,429.55
600051809 STRAIT WILLIAM A 16 LONG MEADOW HILL ROAD "BROOKFIELD," CT 06804 $211,167.80
600051810 SUTTON MARK W 29825 HARROW FARMINGTON MI 48331 $255,389.13
600051811 HOFRICHTER ALEX 7650 SOUTHWEST 50TH AVENU "MIAMI, FL" FL 33143 $483,903.90
600051812 LUBKER FREDERICK G 1298 FARM LANE "BERWYN, PA" PA 19312 $429,867.18
600051813 HOPPER STEVEN M 10900 OLD COACH ROAD "POTOMAC, M" MD 20854 $205,437.61
<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
600051800 FU GARY CHIEN-KUO 7.125 .250 6.875 .0500 6.825 09/01/2008
600051801 HIRSCHHORN ERIC L 7.375 .250 7.125 .0500 7.075 10/01/2008
600051802 COLLINS EDWARD R JR 6.750 .250 6.500 .0500 6.450 08/01/2008
600051803 MURPHY KENNETH M 6.750 .250 6.500 .0500 6.450 10/01/2008
600051804 LYNCH ALEXANDER P 6.875 .250 6.625 .0500 6.575 09/01/2008
600051805 SURETTE RALPH F 6.875 .250 6.625 .0500 6.575 10/01/2008
600051806 TONEY WILLIAM M 7.125 .250 6.875 .0500 6.825 09/01/2008
600051807 REYES HECTOR R 7.000 .250 6.750 .0500 6.700 10/01/2008
600051808 SAINI RANJIV K 6.750 .250 6.500 .0500 6.450 01/01/2009
600051809 STRAIT WILLIAM A 6.250 .250 6.000 .0500 5.950 12/01/2008
600051810 SUTTON MARK W 6.000 .125 5.875 .0500 5.825 09/01/2008
600051811 HOFRICHTER ALEX 6.625 .125 6.500 .0500 6.450 10/01/2008
600051812 LUBKER FREDERICK G 6.500 .125 6.375 .0500 6.325 10/01/2008
600051813 HOPPER STEVEN M 6.625 .125 6.500 .0500 6.450 10/01/2008
<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
------ -------------------- --------------- --------- -- -------- ----
<S> <C> <C> <C> <C> <C> <C>
600051800 FU GARY CHIEN-KUO 00805621 $2,654.09 06/01/1996 180
600051801 HIRSCHHORN ERIC L 00805623 $3,790.09 06/01/1996 180
600051802 COLLINS EDWARD R JR 00805624 $469.00 06/01/1996 180
600051803 MURPHY KENNETH M 00805625 $2,004.32 06/01/1996 180
600051804 LYNCH ALEXANDER P 00805627 $7,001.06 06/01/1996 180
600051805 SURETTE RALPH F 00805628 $2,062.86 18 06/01/1996 180
600051806 TONEY WILLIAM M 00805629 $2,111.50 2 06/01/1996 180
600051807 REYES HECTOR R 00805631 $2,895.58 06/01/1996 180
600051808 SAINI RANJIV K 00805636 $2,977.73 06/01/1996 180
600051809 STRAIT WILLIAM A 00805647 $2,057.82 06/01/1996 180
600051810 SUTTON MARK W 00805653 $2,531.57 06/01/1996 180
600051811 HOFRICHTER ALEX 00805654 $4,793.85 06/01/1996 180
600051812 LUBKER FREDERICK G 00805655 $4,230.10 06/01/1996 180
600051813 HOPPER STEVEN M 00805657 $2,035.19 06/01/1996 180
<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>
600051800 FU GARY CHIEN-KUO $410,000.00 N
600051801 HIRSCHHORN ERIC L $630,000.00 N
600051802 COLLINS EDWARD R JR $198,000.00 N
600051803 MURPHY KENNETH M $302,000.00 N
600051804 LYNCH ALEXANDER P $1,950,000.00 N
600051805 SURETTE RALPH F $257,000.00 N
600051806 TONEY WILLIAM M $280,000.00 N
600051807 REYES HECTOR R $495,000.00 N
600051808 SAINI RANJIV K $435,000.00 N
600051809 STRAIT WILLIAM A $320,000.00 N
600051810 SUTTON MARK W $375,000.00 N
600051811 HOFRICHTER ALEX $685,000.00 N
600051812 LUBKER FREDERICK G $938,100.00 N
600051813 HOPPER STEVEN M $350,000.00 N
</TABLE>
<PAGE>
(vlegal.ace v1.4) Page 11
RUN DATE: 06/27/1996 PNC MORTGAGE SECURITIES CORP.
TIME: 16:54:09 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 06/01/1996
POOL NUMBER: 1381 POOL NAME: 1996-2
<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
600051814 RAJPUT HEMANT D 3339 PINE ESTATE DRIVE W BLOOMFIEL MI 48323 $260,795.64
600051815 TAKOUNI IRENE 20365 HACIENDA COURT "BOCA RATON," FL 33498 $176,662.34
600051816 DIXON WARDE H 5132 EAST CAMINO ALISA "TUCSON, AZ" AZ 85718 $220,728.21
600051817 CALHOUN PAUL 2582 LARRIKEET COURT "PLEASANTON," CA 94566 $233,641.75
600051818 CAMP MICHAEL H 2232 DUNHILL WAY COURT CLARKSON VA MO 63005 $229,469.34
600051819 GEYSEN H MARIO 671 BROOKVIEW DRIVE CHAPEL HILL NC 27514 $233,089.23
600051820 REED DOCK 18170 SCENIC HIGHWAY 98 "FAIRHOPE," AL 36532 $195,888.17
600051821 MCEWEN TERRY W 2813 FOREST HILL IRENE RO "GERMANTOWN," TN 38139 $223,320.52
600051822 SHARAF MORRIS R 16453 OLDHAM STREET ENCINO AREA CA 91316 $445,917.59
600051823 CUNNINGHAM KEVIN F 12206 WASHINGTON COURT KANSAS CITY MO 64145 $202,734.94
600051824 RICKARD KATHLEEN ANN 204 CHISELHURST WAY "CARY, NC" NC 27513 $260,062.47
600051825 NOVAK RICHARD 853 HARMS ROAD "GLENVIEW," IL 60025 $311,900.10
600051826 ANDREWS MICHAEL K 1430 HIDDEN VALLEY ROAD "SOQUEL, CA" CA 95073 $198,173.78
600051827 DE LOS ANGELES SERVANDO 47 BYFIELD LANE "GREENWICH," CT 06830 $460,862.81
<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
600051814 RAJPUT HEMANT D 7.000 .125 6.875 .0500 6.825 11/01/2008
600051815 TAKOUNI IRENE 7.000 .125 6.875 .0500 6.825 11/01/2008
600051816 DIXON WARDE H 5.750 .125 5.625 .0500 5.575 11/01/2008
600051817 CALHOUN PAUL 6.000 .125 5.875 .0500 5.825 11/01/2008
600051818 CAMP MICHAEL H 6.750 .125 6.625 .0500 6.575 11/01/2008
600051819 GEYSEN H MARIO 5.750 .125 5.625 .0500 5.575 11/01/2008
600051820 REED DOCK 5.500 .125 5.375 .0500 5.325 11/01/2008
600051821 MCEWEN TERRY W 6.750 .125 6.625 .0500 6.575 11/01/2008
600051822 SHARAF MORRIS R 6.375 .125 6.250 .0500 6.200 11/01/2008
600051823 CUNNINGHAM KEVIN F 6.750 .125 6.625 .0500 6.575 11/01/2008
600051824 RICKARD KATHLEEN ANN 5.875 .125 5.750 .0500 5.700 11/01/2008
600051825 NOVAK RICHARD 6.750 .125 6.625 .0500 6.575 11/01/2008
600051826 ANDREWS MICHAEL K 6.500 .125 6.375 .0500 6.325 11/01/2008
600051827 DE LOS ANGELES SERVANDO 6.250 .125 6.125 .0500 6.075 11/01/2008
<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
------ -------------------- --------------- --------- -- -------- ----
<S> <C> <C> <C> <C> <C> <C>
600051814 RAJPUT HEMANT D 00805658 $2,624.58 06/01/1996 180
600051815 TAKOUNI IRENE 00805659 $1,777.88 06/01/1996 180
600051816 DIXON WARDE H 00805660 $2,076.03 06/01/1996 180
600051817 CALHOUN PAUL 00805661 $2,227.78 06/01/1996 180
600051818 CAMP MICHAEL H 00805663 $2,278.64 06/01/1996 180
600051819 GEYSEN H MARIO 00805664 $2,192.28 06/01/1996 180
600051820 REED DOCK 00805666 $1,817.19 06/01/1996 180
600051821 MCEWEN TERRY W 00805667 $2,217.58 06/01/1996 180
600051822 SHARAF MORRIS R 00805668 $4,339.40 06/01/1996 180
600051823 CUNNINGHAM KEVIN F 00805669 $2,013.17 06/01/1996 180
600051824 RICKARD KATHLEEN ANN 00805670 $2,462.80 06/01/1996 180
600051825 NOVAK RICHARD 00805671 $3,097.18 06/01/1996 180
600051826 ANDREWS MICHAEL K 00805672 $1,942.57 06/01/1996 180
600051827 DE LOS ANGELES SERVANDO 00805673 $4,458.60 06/01/1996 180
<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>
600051814 RAJPUT HEMANT D $500,000.00 N
600051815 TAKOUNI IRENE $283,000.00 N
600051816 DIXON WARDE H $319,000.00 N
600051817 CALHOUN PAUL $362,000.00 N
600051818 CAMP MICHAEL H $550,000.00 N
600051819 GEYSEN H MARIO $330,000.00 N
600051820 REED DOCK $281,000.00 N
600051821 MCEWEN TERRY W $495,000.00 N
600051822 SHARAF MORRIS R $772,500.00 N
600051823 CUNNINGHAM KEVIN F $323,000.00 N
600051824 RICKARD KATHLEEN ANN $368,000.00 N
600051825 NOVAK RICHARD $567,800.00 N
600051826 ANDREWS MICHAEL K $369,000.00 N
600051827 DE LOS ANGELES SERVANDO $708,000.00 N
</TABLE>
<PAGE>
(vlegal.ace v1.4) Page 12
RUN DATE: 06/27/1996 PNC MORTGAGE SECURITIES CORP.
TIME: 16:54:09 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 06/01/1996
POOL NUMBER: 1381 POOL NAME: 1996-2
<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
600051828 HEALY BERNARD E JR 2414 SEA ISLAND DRIVE FT LAUDERDA FL 33301 $443,303.39
600051829 WHITE CHARLES E 4012 BARONNE WAY "MEMPHIS, T" TN 38117 $246,630.48
600051830 CARELLA GEROGE J 19 SOUTH GABLES DRIVE "CHESTER, N" NJ 07930 $310,477.91
600051831 COLLAINDER JOHN D 43 EXETER ROAD HAMPTON FAL NH 03844 $236,152.90
600051832 VARGHESE GEORGE P 444 WILDROSE AVENUE BERGENFIELD NJ 07621 $125,831.17
600051833 RASHBAUM JEFFREY 3240 N 36TH STREET "HOLLYWOOD," FL 33021 $223,927.92
600051834 RUKERT NORMAN G JR 12319 CLEGHORN ROAD COCKEYSVILL MD 21030 $216,321.63
600051835 HARTIGAN WILLIAM J 902 ST. STEPHENS GREEN "OAK BROOK," IL 60521 $356,457.08
600051836 KELLY TIMOTHY P 1230 CHESTERSHIRE BOULEVA "POTTSTOWN," PA 19464 $257,606.15
600051837 CHEN KIM C 249 BRUNSWICK PLACE "FREMONT, C" CA 94539 $272,573.78
600051838 CONROW JERRY L 3359 REEVES ROAD "OJAI, CA" CA 93023 $364,540.92
600051839 CHAGA GEORGE J 315 BAKER DRIVE LINCOLN UNI PA 19352 $39,477.86
600051840 CURRAN MARK I 17 OAKLAWN ROAD "SUMMIT, NJ" NJ 07901 $219,804.98
600051841 PARRILLI JOANN 32226 PINE AVE "GRAYS LAKE," IL 60030 $239,906.61
<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
600051828 HEALY BERNARD E JR 6.250 .125 6.125 .0500 6.075 11/01/2008
600051829 WHITE CHARLES E 6.500 .125 6.375 .0500 6.325 11/01/2008
600051830 CARELLA GEROGE J 6.250 .125 6.125 .0500 6.075 11/01/2008
600051831 COLLAINDER JOHN D 6.750 .125 6.625 .0500 6.575 11/01/2008
600051832 VARGHESE GEORGE P 6.500 .125 6.375 .0500 6.325 11/01/2008
600051833 RASHBAUM JEFFREY 6.875 .125 6.750 .0500 6.700 11/01/2008
600051834 RUKERT NORMAN G JR 6.625 .125 6.500 .0500 6.450 11/01/2003
600051835 HARTIGAN WILLIAM J 6.750 .125 6.625 .0500 6.575 11/01/2008
600051836 KELLY TIMOTHY P 6.875 .125 6.750 .0500 6.700 11/01/2008
600051837 CHEN KIM C 6.875 .125 6.750 .0500 6.700 11/01/2008
600051838 CONROW JERRY L 6.500 .125 6.375 .0500 6.325 11/01/2008
600051839 CHAGA GEORGE J 6.750 .125 6.625 .0500 6.575 11/01/2008
600051840 CURRAN MARK I 6.125 .125 6.000 .0500 5.950 11/01/2008
600051841 PARRILLI JOANN 6.500 .125 6.375 .0500 6.325 11/01/2008
<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
------ -------------------- --------------- --------- -- -------- ----
<S> <C> <C> <C> <C> <C> <C>
600051828 HEALY BERNARD E JR 00805674 $4,287.11 06/01/1996 180
600051829 WHITE CHARLES E 00805675 $2,426.91 06/01/1996 180
600051830 CARELLA GEROGE J 00805676 $3,000.98 06/01/1996 180
600051831 COLLAINDER JOHN D 00805677 $2,345.01 06/01/1996 180
600051832 VARGHESE GEORGE P 00805678 $1,280.53 06/01/1996 180
600051833 RASHBAUM JEFFREY 00805679 $2,238.55 06/01/1996 180
600051834 RUKERT NORMAN G JR 00805680 $3,083.00 06/01/1996 120
600051835 HARTIGAN WILLIAM J 00805681 $3,539.64 06/01/1996 180
600051836 KELLY TIMOTHY P 00805682 $2,575.23 06/01/1996 180
600051837 CHEN KIM C 00805683 $2,916.36 06/01/1996 180
600051838 CONROW JERRY L 00805684 $3,571.54 06/01/1996 180
600051839 CHAGA GEORGE J 00805685 $442.45 06/01/1996 180
600051840 CURRAN MARK I 00805686 $2,118.06 06/01/1996 180
600051841 PARRILLI JOANN 00805687 $2,711.32 06/01/1996 180
<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>
600051828 HEALY BERNARD E JR $735,000.00 N
600051829 WHITE CHARLES E $405,000.00 N
600051830 CARELLA GEROGE J $560,000.00 N
600051831 COLLAINDER JOHN D $400,000.00 N
600051832 VARGHESE GEORGE P $202,000.00 N
600051833 RASHBAUM JEFFREY $524,200.00 N
600051834 RUKERT NORMAN G JR $570,600.00 N
600051835 HARTIGAN WILLIAM J $965,000.00 N
600051836 KELLY TIMOTHY P $385,000.00 N
600051837 CHEN KIM C $620,000.00 N
600051838 CONROW JERRY L $1,000,000.00 N
600051839 CHAGA GEORGE J $192,000.00 N
600051840 CURRAN MARK I $332,000.00 N
600051841 PARRILLI JOANN $415,000.00 N
</TABLE>
<PAGE>
(vlegal.ace v1.4) Page 13
RUN DATE: 06/27/1996 PNC MORTGAGE SECURITIES CORP.
TIME: 16:54:09 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 06/01/1996
POOL NUMBER: 1381 POOL NAME: 1996-2
<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
600051842 PATTI ERNEST F 2150 KEHRS MILL ROAD CHESTERFIEL MO 63005 $213,161.48
600051843 TOMLIN CURTIS L 9 WITHERS WAY "HOCKESSIN," DE 19707 $272,095.61
600051844 HENRIKS RICHARD EINAR 782 AVENIDA SALVADOR SAN CLEMENT CA 92672 $694,200.48
600051845 ROSASEJANDRO ALEJANDRO L 6433 VIRGINIA COURT "HOUSTON, T" TX 77005 $566,577.32
600051846 MAZER BRUCE M 103 ASPEN DRIVE DOWNINGTOWN PA 19335 $220,728.21
600051847 NAJIM FAISAL R 38888 VIENTO COURT "FREMONT, C" CA 94536 $238,648.13
600051848 WELLER STEPHEN A 323 VIRGINIA AVENUE "SAN MATEO," CA 94402 $362,914.12
600051849 BECKETT FOREST 1838 NORTHWEST TREASURE P "STUART, FL" FL 34998 $365,778.56
600051850 BUTO LAWRENCE J 4200 NORTHWEST 101ST DRIV CORAL SPRIN FL 33065 $453,815.54
600051851 PAREDES ABEL J 15410 WALKWOOD DRIVE "HOUSTON, T" TX 77079 $240,430.20
600051852 FERENZ CLINT C 610 HOLLY HILL DRIVE "BRIELLE, N" NJ 08730 $514,732.52
600051853 DAVENPORT CHARLES J 156 BRANDON TERRACE GUILDERLAND NY 12203 $318,490.96
600051854 MCINTOSH CHARLES J JR 8 CROSS STREET "KINGSTON," MA 02364 $53,450.42
600051856 SALVATI GREGORY 8 GALLOWAE "WESTFIELD," NJ 07090 $268,841.09
<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
600051842 PATTI ERNEST F 6.750 .125 6.625 .0500 6.575 11/01/2008
600051843 TOMLIN CURTIS L 6.875 .125 6.750 .0500 6.700 11/01/2008
600051844 HENRIKS RICHARD EINAR 6.750 .125 6.625 .0500 6.575 11/01/2008
600051845 ROSASEJANDRO ALEJANDRO L 6.250 .125 6.125 .0500 6.075 11/01/2008
600051846 MAZER BRUCE M 5.750 .125 5.625 .0500 5.575 11/01/2008
600051847 NAJIM FAISAL R 6.875 .125 6.750 .0500 6.700 11/01/2008
600051848 WELLER STEPHEN A 6.125 .125 6.000 .0500 5.950 11/01/2008
600051849 BECKETT FOREST 6.875 .125 6.750 .0500 6.700 11/01/2008
600051850 BUTO LAWRENCE J 7.000 .125 6.875 .0500 6.825 11/01/2008
600051851 PAREDES ABEL J 6.750 .125 6.625 .0500 6.575 11/01/2008
600051852 FERENZ CLINT C 5.750 .125 5.625 .0500 5.575 11/01/2008
600051853 DAVENPORT CHARLES J 6.625 .125 6.500 .0500 6.450 11/01/2008
600051854 MCINTOSH CHARLES J JR 6.875 .125 6.750 .0500 6.700 11/01/2008
600051856 SALVATI GREGORY 6.875 .125 6.750 .0500 6.700 11/01/2008
<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
------ -------------------- --------------- --------- -- -------- ----
<S> <C> <C> <C> <C> <C> <C>
600051842 PATTI ERNEST F 00805688 $2,116.70 06/01/1996 180
600051843 TOMLIN CURTIS L 00805689 $2,720.16 06/01/1996 180
600051844 HENRIKS RICHARD EINAR 00805690 $6,893.44 06/01/1996 180
600051845 ROSASEJANDRO ALEJANDRO L 00805691 $5,487.51 06/01/1996 180
600051846 MAZER BRUCE M 00805692 $2,076.03 06/01/1996 180
600051847 NAJIM FAISAL R 00805693 $2,385.71 06/01/1996 180
600051848 WELLER STEPHEN A 00805694 $3,487.56 06/01/1996 180
600051849 BECKETT FOREST 00805695 $3,656.60 06/01/1996 180
600051850 BUTO LAWRENCE J 00805697 $4,880.64 06/01/1996 180
600051851 PAREDES ABEL J 00805698 $2,387.49 06/01/1996 180
600051852 FERENZ CLINT C 00805699 $4,841.29 06/01/1996 180
600051853 DAVENPORT CHARLES J 00805700 $3,141.46 06/01/1996 180
600051854 MCINTOSH CHARLES J JR 00805701 $579.71 06/01/1996 180
600051856 SALVATI GREGORY 00805703 $2,688.94 06/01/1996 180
<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>
600051842 PATTI ERNEST F $332,500.00 N
600051843 TOMLIN CURTIS L $395,000.00 N
600051844 HENRIKS RICHARD EINAR $1,200,000.00 N
600051845 ROSASEJANDRO ALEJANDRO L $872,000.00 N
600051846 MAZER BRUCE M $340,000.00 N
600051847 NAJIM FAISAL R $380,000.00 N
600051848 WELLER STEPHEN A $835,000.00 N
600051849 BECKETT FOREST $596,000.00 N
600051850 BUTO LAWRENCE J $925,000.00 N
600051851 PAREDES ABEL J $362,000.00 N
600051852 FERENZ CLINT C $740,000.00 N
600051853 DAVENPORT CHARLES J $465,000.00 N
600051854 MCINTOSH CHARLES J JR $165,000.00 N
600051856 SALVATI GREGORY $390,000.00 N
</TABLE>
<PAGE>
(vlegal.ace v1.4) Page 14
RUN DATE: 06/27/1996 PNC MORTGAGE SECURITIES CORP.
TIME: 16:54:09 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 06/01/1996
POOL NUMBER: 1381 POOL NAME: 1996-2
<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
600051857 KOVALSKY ROBERT M 25085 WEST MILLER ROAD "BARRINGTON," IL 60010 $392,783.83
600051858 NAYAK DINESH U 7 FOX VIEW CIRCLE "HOCKESSIN," DE 19707 $265,189.25
600051859 RAFIZADEH MARK S 400 MEADOWMEADE LANE LAWRENCEVIL GA 30243 $132,835.30
600051860 LEPAGE EMILY M 5 CRESCENT WAY "WOLFEBORO," NH 03896 $207,331.40
600051861 TEEL JEFFREY J 16 ARBOR LANE "HOLLIS, NH" NH 03049 $267,642.89
600051863 KHAN MAHBOOB A 1 CATTELL DRIVE SICKLERVILL NJ 08081 $129,069.84
600051864 LYNCH BERNARD J JR 1652 GARNET MINE ROAD "BOOTHWYN," PA 19061 $142,221.76
600051865 CHERIAN JAMES 350 HASTINGS BOULEVARD "BROOMALL," PA 19008 $113,975.06
600051866 BAKER ROBERT 860 SW 89TH TERRACE "PLANTATION," FL 33324 $216,344.46
600051867 CURTIS ROBERT C 4035 CAUGHLIN CREEK ROAD "RENO, NV" NV 89509 $174,068.63
600051868 MULLEN JAMES E 33911 STREET OF THE BLUE "DANA POINT," CA 92629 $292,186.15
600051869 LYNCH MICHAEL W UNIT 21 MEADOWLARK VILLAG "OGUNQUIT," ME 03907 $88,810.51
600051870 VAUGHAN JOHN HEATH JR 6603 JERRY PLACE "MCLEAN, VA" VA 22101 $204,107.41
600051871 AHRAMI NAHIEH T 9295 WAITS FERRY CROSSING "DULUTH, GA" GA 30136 $170,347.54
<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
600051857 KOVALSKY ROBERT M 6.875 .125 6.750 .0500 6.700 11/01/2008
600051858 NAYAK DINESH U 5.875 .125 5.750 .0500 5.700 11/01/2008
600051859 RAFIZADEH MARK S 6.500 .125 6.375 .0500 6.325 11/01/2008
600051860 LEPAGE EMILY M 6.875 .125 6.750 .0500 6.700 11/01/2008
600051861 TEEL JEFFREY J 6.875 .125 6.750 .0500 6.700 11/01/2008
600051863 KHAN MAHBOOB A 6.625 .125 6.500 .0500 6.450 11/01/2008
600051864 LYNCH BERNARD J JR 6.250 .125 6.125 .0500 6.075 11/01/2008
600051865 CHERIAN JAMES 6.875 .125 6.750 .0500 6.700 11/01/2008
600051866 BAKER ROBERT 6.875 .125 6.750 .0500 6.700 11/01/2008
600051867 CURTIS ROBERT C 6.375 .125 6.250 .0500 6.200 11/01/2008
600051868 MULLEN JAMES E 6.375 .125 6.250 .0500 6.200 11/01/2008
600051869 LYNCH MICHAEL W 6.375 .125 6.250 .0500 6.200 11/01/2008
600051870 VAUGHAN JOHN HEATH JR 6.375 .125 6.250 .0500 6.200 11/01/2008
600051871 AHRAMI NAHIEH T 6.500 .125 6.375 .0500 6.325 11/01/2008
<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
------ -------------------- --------------- --------- -- -------- ----
<S> <C> <C> <C> <C> <C> <C>
600051857 KOVALSKY ROBERT M 00805704 $4,013.34 06/01/1996 180
600051858 NAYAK DINESH U 00805705 $2,511.36 06/01/1996 180
600051859 RAFIZADEH MARK S 00805706 $1,301.43 06/01/1996 180
600051860 LEPAGE EMILY M 00805707 $2,072.67 06/01/1996 180
600051861 TEEL JEFFREY J 00805708 $2,675.56 06/01/1996 180
600051863 KHAN MAHBOOB A 00805710 $1,273.09 06/01/1996 180
600051864 LYNCH BERNARD J JR 00805711 $1,389.03 06/01/1996 180
600051865 CHERIAN JAMES 00805712 $1,159.41 06/01/1996 180
600051866 BAKER ROBERT 00805713 $2,162.75 06/01/1996 180
600051867 CURTIS ROBERT C 00805714 $1,693.93 06/01/1996 180
600051868 MULLEN JAMES E 00805716 $2,843.38 06/01/1996 180
600051869 LYNCH MICHAEL W 00805717 $864.25 06/01/1996 180
600051870 VAUGHAN JOHN HEATH JR 00805718 $2,010.68 06/01/1996 180
600051871 AHRAMI NAHIEH T 00805719 $1,669.91 06/01/1996 180
<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>
600051857 KOVALSKY ROBERT M $565,000.00 N
600051858 NAYAK DINESH U $475,000.00 N
600051859 RAFIZADEH MARK S $205,000.00 N
600051860 LEPAGE EMILY M $355,000.00 N
600051861 TEEL JEFFREY J $415,000.00 N
600051863 KHAN MAHBOOB A $197,000.00 N
600051864 LYNCH BERNARD J JR $228,000.00 N
600051865 CHERIAN JAMES $207,000.00 N
600051866 BAKER ROBERT $340,000.00 N
600051867 CURTIS ROBERT C $276,000.00 N
600051868 MULLEN JAMES E $460,000.00 N
600051869 LYNCH MICHAEL W $176,000.00 N
600051870 VAUGHAN JOHN HEATH JR $323,000.00 N
600051871 AHRAMI NAHIEH T $350,000.00 N
</TABLE>
<PAGE>
(vlegal.ace v1.4) Page 15
RUN DATE: 06/27/1996 PNC MORTGAGE SECURITIES CORP.
TIME: 16:54:09 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 06/01/1996
POOL NUMBER: 1381 POOL NAME: 1996-2
<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
600051872 SIMMONS NATHAN L 440 2ND STREET MANHATTAN B CA 90266 $319,717.87
600051873 LIM KYONG UN 176 TENNYSON "PALO ALTO," CA 94301 $438,782.91
600051874 MEZA MARIO 26 W 140 MACARTHUR AVENUE "WHEATON, I" IL 60188 $215,200.58
600051875 KOVAR JOSEPH L 4830 NEAL AVENUE NORTH "STILLWATER," MN 55082 $577,930.61
600051876 PAPAZIAN JACK SCENIC ROAD 5 SE OF OCEAN "CARMEL, CA" CA 93921 $358,189.89
600051877 CHO MYUNG PAE 46 ROCKPORT COURT "DANVILLE," CA 94526 $279,629.61
600051878 GOEBEL DUANE D SR 550 RAINSVILLE ROAD "PETALUMA," CA 94952 $283,483.04
600051879 ZYWNO MAREK 7049 BRET HARTE DRIVE "SAN JOSE," CA 95120 $264,966.28
600051880 WANT LI-JEN 3210 SOUTH COURT "PALO ALTO," CA 94306 $306,747.84
600051881 HUGHES WALTER R 22370 BERRY DRIVE "SALINAS, C" CA 93908 $255,435.96
600051882 CHAVEZ LLOYD G 3945 SOUTH DEPEW WAY "DENVER, CO" CO 80235 $509,467.99
600051883 MULLER CHARLES L 63 WATERS EDGE "SPARTA, NJ" NJ 07871 $285,124.33
600051884 BUCCELLATO LEONARD A 2774 ANDREWS DRIVE #1 "ATLANTA, G" GA 30305 $372,558.83
600051885 JACK JESSE W 2269 DRY CREEK ROAD "SAN JOSE," CA 95124 $452,271.64
<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
600051872 SIMMONS NATHAN L 6.375 .125 6.250 .0500 6.200 11/01/2008
600051873 LIM KYONG UN 6.500 .125 6.375 .0500 6.325 11/01/2008
600051874 MEZA MARIO 6.875 .125 6.750 .0500 6.700 11/01/2008
600051875 KOVAR JOSEPH L 6.500 .125 6.375 .0500 6.325 11/01/2008
600051876 PAPAZIAN JACK 6.875 .125 6.750 .0500 6.700 11/01/2008
600051877 CHO MYUNG PAE 6.500 .125 6.375 .0500 6.325 11/01/2008
600051878 GOEBEL DUANE D SR 6.375 .125 6.250 .0500 6.200 11/01/2008
600051879 ZYWNO MAREK 6.875 .125 6.750 .0500 6.700 11/01/2008
600051880 WANT LI-JEN 6.500 .125 6.375 .0500 6.325 11/01/2008
600051881 HUGHES WALTER R 6.500 .125 6.375 .0500 6.325 11/01/2008
600051882 CHAVEZ LLOYD G 6.500 .125 6.375 .0500 6.325 11/01/2008
600051883 MULLER CHARLES L 6.250 .125 6.125 .0500 6.075 12/01/2008
600051884 BUCCELLATO LEONARD A 6.500 .125 6.375 .0500 6.325 12/01/2008
600051885 JACK JESSE W 6.500 .125 6.375 .0500 6.325 12/01/2008
<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
------ -------------------- --------------- --------- -- -------- ----
<S> <C> <C> <C> <C> <C> <C>
600051872 SIMMONS NATHAN L 00805721 $3,111.30 06/01/1996 180
600051873 LIM KYONG UN 00805722 $4,298.91 06/01/1996 180
600051874 MEZA MARIO 00805723 $2,153.83 06/01/1996 180
600051875 KOVAR JOSEPH L 00805724 $5,662.20 06/01/1996 180
600051876 PAPAZIAN JACK 00805726 $4,173.88 06/01/1996 180
600051877 CHO MYUNG PAE 00805727 $2,739.63 06/01/1996 180
600051878 GOEBEL DUANE D SR 00805728 $2,758.69 06/01/1996 180
600051879 ZYWNO MAREK 00805729 $2,648.81 06/01/1996 180
600051880 WANT LI-JEN 00805730 $3,005.32 06/01/1996 180
600051881 HUGHES WALTER R 00805731 $2,526.21 06/01/1996 180
600051882 CHAVEZ LLOYD G 00805732 $4,991.45 06/01/1996 180
600051883 MULLER CHARLES L 00805733 $2,743.75 06/01/1996 180
600051884 BUCCELLATO LEONARD A 00805734 $3,634.26 06/01/1996 180
600051885 JACK JESSE W 00805735 $4,416.51 06/01/1996 180
<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>
600051872 SIMMONS NATHAN L $725,000.00 N
600051873 LIM KYONG UN $720,000.00 N
600051874 MEZA MARIO $345,600.00 N
600051875 KOVAR JOSEPH L $835,000.00 N
600051876 PAPAZIAN JACK $1,250,000.00 N
600051877 CHO MYUNG PAE $415,000.00 N
600051878 GOEBEL DUANE D SR $399,000.00 N
600051879 ZYWNO MAREK $380,000.00 N
600051880 WANT LI-JEN $460,000.00 N
600051881 HUGHES WALTER R $530,000.00 N
600051882 CHAVEZ LLOYD G $900,000.00 N
600051883 MULLER CHARLES L $425,000.00 N
600051884 BUCCELLATO LEONARD A $596,000.00 N
600051885 JACK JESSE W $670,000.00 N
</TABLE>
<PAGE>
(vlegal.ace v1.4) Page 16
RUN DATE: 06/27/1996 PNC MORTGAGE SECURITIES CORP.
TIME: 16:54:09 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 06/01/1996
POOL NUMBER: 1381 POOL NAME: 1996-2
<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
600051886 REYNOLDS ROBERT E 648 WINDSOR DRIVE "BENICIA, C" CA 94510 $187,698.74
600051889 CALLAHAN PAUL WILLIAM 43311 BUTTERFIELD COURT "ASHBURN, V" VA 22011 $253,719.94
600051891 SMITH TERENCE M 7038 ROBINDALE LANE "VACAVILLE," CA 95688 $187,333.78
600051892 DOURADO CARLOS G 20 MANCHESTER DRIVE BASKING RID NJ 07920 $239,450.63
600051893 COLLINS NEAL T 1420 FAIRHILL ROAD SELLERSVILL PA 18960 $191,139.87
600051894 MOHANAKUMAR THALACHALLOUR 9853 NORTHBRIDGE ROAD "LADUE, MO" MO 63124 $178,562.74
600051895 JACKSON LAWRENCE A 43511 SOUTHERLAND WAY "FREMONT, C" CA 94539 $339,712.73
600051896 CAMBIASO JOSEPH 2575 WEST DRY CREEK ROAD "HEALDSBURG," CA 95448 $270,212.02
600051897 ADDLER DOLORES 27 CLAVENDON COURT "MIDDLETOWN," NJ 07748 $71,310.15
600051898 SHIN MARTIN M 15613 BLACKBERRY DRIVE NORTH POTOM MD 20878 $202,399.01
600051899 ROITENBERG SAMUEL R 3451 OAKTON DRIVE "MINNETONKA," MN 55343 $307,350.79
600051900 GELLER WILLIARD 48 LAKE DRIVE NORTH BRUNS NJ 08902 $269,675.25
600051901 NUTTALL DAVID E 29868 KNOLL VIEW DRIVE RANCHO PALO CA 90274 $210,681.39
600051902 KOZEL THOMAS G 3553 EAST VIEW DRIVE "LAFAYETTE," CA 94549 $236,235.84
<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
600051886 REYNOLDS ROBERT E 6.250 .125 6.125 .0500 6.075 11/01/2008
600051889 CALLAHAN PAUL WILLIAM 6.125 .125 6.000 .0500 5.950 11/01/2008
600051891 SMITH TERENCE M 6.375 .125 6.250 .0500 6.200 11/01/2008
600051892 DOURADO CARLOS G 7.000 .125 6.875 .0500 6.825 12/01/2008
600051893 COLLINS NEAL T 5.500 .125 5.375 .0500 5.325 12/01/2008
600051894 MOHANAKUMAR THALACHALLOUR 6.875 .125 6.750 .0500 6.700 12/01/2003
600051895 JACKSON LAWRENCE A 6.625 .125 6.500 .0500 6.450 12/01/2008
600051896 CAMBIASO JOSEPH 6.875 .125 6.750 .0500 6.700 12/01/2008
600051897 ADDLER DOLORES 6.875 .125 6.750 .0500 6.700 11/01/2008
600051898 SHIN MARTIN M 6.375 .125 6.250 .0500 6.200 11/01/2008
600051899 ROITENBERG SAMUEL R 6.625 .125 6.500 .0500 6.450 12/01/2008
600051900 GELLER WILLIARD 7.000 .125 6.875 .0500 6.825 12/01/2006
600051901 NUTTALL DAVID E 6.250 .125 6.125 .0500 6.075 11/01/2008
600051902 KOZEL THOMAS G 6.375 .125 6.250 .0500 6.200 11/01/2008
<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
------ -------------------- --------------- --------- -- -------- ----
<S> <C> <C> <C> <C> <C> <C>
600051886 REYNOLDS ROBERT E 00805736 $1,835.74 06/01/1996 180
600051889 CALLAHAN PAUL WILLIAM 00805740 $2,435.76 06/01/1996 180
600051891 SMITH TERENCE M 00805742 $2,056.92 06/01/1996 180
600051892 DOURADO CARLOS G 00805744 $2,423.24 06/01/1996 180
600051893 COLLINS NEAL T 00805745 $1,764.90 06/01/1996 180
600051894 MOHANAKUMAR THALACHALLOUR 00805747 $2,544.85 06/01/1996 120
600051895 JACKSON LAWRENCE A 00805750 $3,336.38 06/01/1996 180
600051896 CAMBIASO JOSEPH 00805751 $2,689.83 06/01/1996 180
600051897 ADDLER DOLORES 00805752 $713.48 06/01/1996 180
600051898 SHIN MARTIN M 00805753 $1,969.63 06/01/1996 180
600051899 ROITENBERG SAMUEL R 00805754 $3,018.54 06/01/1996 180
600051900 GELLER WILLIARD 00805755 $3,129.84 06/01/1996 156
600051901 NUTTALL DAVID E 00805756 $2,036.38 06/01/1996 180
600051902 KOZEL THOMAS G 00805758 $2,298.91 06/01/1996 180
<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>
600051886 REYNOLDS ROBERT E $350,000.00 N
600051889 CALLAHAN PAUL WILLIAM $372,500.00 N
600051891 SMITH TERENCE M $390,000.00 N
600051892 DOURADO CARLOS G $337,000.00 N
600051893 COLLINS NEAL T $300,000.00 N
600051894 MOHANAKUMAR THALACHALLOUR $375,000.00 N
600051895 JACKSON LAWRENCE A $485,000.00 N
600051896 CAMBIASO JOSEPH $660,000.00 N
600051897 ADDLER DOLORES $150,000.00 N
600051898 SHIN MARTIN M $395,000.00 N
600051899 ROITENBERG SAMUEL R $480,000.00 N
600051900 GELLER WILLIARD $480,000.00 N
600051901 NUTTALL DAVID E $590,000.00 N
600051902 KOZEL THOMAS G $490,500.00 N
</TABLE>
<PAGE>
(vlegal.ace v1.4) Page 17
RUN DATE: 06/27/1996 PNC MORTGAGE SECURITIES CORP.
TIME: 16:54:09 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 06/01/1996
POOL NUMBER: 1381 POOL NAME: 1996-2
<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
600051903 CLIFFORD PETER W 538 SULLIVAN DRIVE MOUNTAIN VI CA 94041 $243,946.99
600051904 LABRECQUE RICHARD J 1791 EAST CALLE DEL VASO "TUCSON, AZ" AZ 85737 $352,478.49
600051905 DEMISCH WILFRIED G 17970 MIRASOL DRIVE "SAN DIEGO," CA 92128 $196,102.44
600051906 SALMEN BRIAN J 90 SHADY LANE "ROSS, CA" CA 94957 $405,924.79
600051907 LADINO STEVEN L 203 HEMLOCK STREET "LAKEVILLE," MA 02347 $87,671.05
600051908 DETTO ANTONIO C 75 FARMERS AVENUE "OYSTER BAY," NY 11803 $53,928.01
600051909 MILLIGAN WILLIAM J 3304 SADDLESTONE COURT "OAKTON, VA" VA 22124 $225,742.50
600051910 LE TOAN K 3442 GRESHAM DRIVE "TROY, MI" MI 48084 $233,210.00
600051911 PATEL HOMI K 8551 ELK RUN DRIVE "CLARKSTON," MI 48348 $306,535.38
600051912 CHIN DONALD 31 HAVERFORD ROAD "CRANBURY," NJ 08512 $185,463.56
600051913 SNIDER ALLAN D 6950 VISTA DEL ORO COURT "LOOMIS, CA" CA 95650 $207,533.47
600051914 STEINBERG JILL A 370 LEE STREET "SANTA CRUZ," CA 95060 $210,042.83
600051915 KALKUS PETER 324A BEAVER DAM ROAD "VAIL, CO" CO 81657 $1,185,162.08
600051916 ORNSTEIN LAWRENCE H 5 RICH COURT LAWRENCEVIL NJ 08648 $205,384.78
<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
600051903 CLIFFORD PETER W 6.250 .125 6.125 .0500 6.075 11/01/2008
600051904 LABRECQUE RICHARD J 7.000 .125 6.875 .0500 6.825 12/01/2008
600051905 DEMISCH WILFRIED G 6.500 .125 6.375 .0500 6.325 12/01/2008
600051906 SALMEN BRIAN J 6.875 .125 6.750 .0500 6.700 11/01/2008
600051907 LADINO STEVEN L 6.750 .125 6.625 .0500 6.575 12/01/2008
600051908 DETTO ANTONIO C 7.250 .125 7.125 .0500 7.075 12/01/2008
600051909 MILLIGAN WILLIAM J 7.250 .125 7.125 .0500 7.075 12/01/2008
600051910 LE TOAN K 6.875 .125 6.750 .0500 6.700 12/01/2008
600051911 PATEL HOMI K 5.625 .125 5.500 .0500 5.450 12/01/2008
600051912 CHIN DONALD 6.750 .125 6.625 .0500 6.575 12/01/2008
600051913 SNIDER ALLAN D 6.500 .125 6.375 .0500 6.325 12/01/2008
600051914 STEINBERG JILL A 6.125 .125 6.000 .0500 5.950 12/01/2008
600051915 KALKUS PETER 7.125 .125 7.000 .0500 6.950 12/01/2008
600051916 ORNSTEIN LAWRENCE H 7.000 .125 6.875 .0500 6.825 12/01/2008
<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
------ -------------------- --------------- --------- -- -------- ----
<S> <C> <C> <C> <C> <C> <C>
600051903 CLIFFORD PETER W 00805759 $2,357.91 06/01/1996 180
600051904 LABRECQUE RICHARD J 00805761 $3,532.40 06/01/1996 180
600051905 DEMISCH WILFRIED G 00805762 $1,912.95 06/01/1996 180
600051906 SALMEN BRIAN J 00805763 $4,057.94 06/01/1996 180
600051907 LADINO STEVEN L 00805765 $907.03 06/01/1996 180
600051908 DETTO ANTONIO C 00805766 $547.72 06/01/1996 180
600051909 MILLIGAN WILLIAM J 00805767 $2,293.57 06/01/1996 180
600051910 LE TOAN K 00805768 $2,321.50 06/01/1996 180
600051911 PATEL HOMI K 00805769 $2,850.11 06/01/1996 180
600051912 CHIN DONALD 00805770 $2,086.62 06/01/1996 180
600051913 SNIDER ALLAN D 00805772 $2,235.26 06/01/1996 180
600051914 STEINBERG JILL A 00805773 $2,007.47 06/01/1996 180
600051915 KALKUS PETER 00805774 ********* 06/01/1996 180
600051916 ORNSTEIN LAWRENCE H 00805775 $2,058.32 06/01/1996 180
<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>
600051903 CLIFFORD PETER W $555,000.00 N
600051904 LABRECQUE RICHARD J $535,000.00 N
600051905 DEMISCH WILFRIED G $308,000.00 N
600051906 SALMEN BRIAN J $900,000.00 N
600051907 LADINO STEVEN L $160,000.00 N
600051908 DETTO ANTONIO C $250,000.00 N
600051909 MILLIGAN WILLIAM J $326,500.00 N
600051910 LE TOAN K $364,000.00 N
600051911 PATEL HOMI K $432,500.00 N
600051912 CHIN DONALD $335,000.00 N
600051913 SNIDER ALLAN D $416,000.00 N
600051914 STEINBERG JILL A $310,000.00 N
600051915 KALKUS PETER $2,200,000.00 N
600051916 ORNSTEIN LAWRENCE H $310,000.00 N
</TABLE>
<PAGE>
(vlegal.ace v1.4) Page 18
RUN DATE: 06/27/1996 PNC MORTGAGE SECURITIES CORP.
TIME: 16:54:09 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 06/01/1996
POOL NUMBER: 1381 POOL NAME: 1996-2
<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
600051917 BRACY TERRENCE L 1258 BEVERLY ROAD "MCLEAN, VA" VA 22101 $226,212.28
600051918 HUANG JOHN C P 16 ISLAND ROAD "NORTH OAKS," MN 55127 $228,124.90
600051919 GUPTA SUBHASH C 5472 LEITNER DRIVE CORAL SPRIN FL 33067 $382,540.10
600051920 LADENSACK KURT G 2582 FOX CIRCLE WALNUT CREE CA 94596 $278,306.79
600051921 RUFFIN WILLIE L 20805 SPINNING WHEEL PLAC "GERMANTOWN," MD 20874 $201,470.82
600051922 ESPOSITO ALDO R 3213 LATIGO COURT "OAKTON, VA" VA 22124 $219,488.44
600051923 CULLIGAN THOMAS C 1153 COQUILLE DRIVE UNIT "SIESTA KEY," FL 34242 $160,509.46
600051924 JIGGETTS THEODORE J 16 BARTO WAY ROBBINSVILL NJ 08691 $205,563.17
600051925 VERITE JORDI FERRANDO 115 EAST DILIDO DRIVE MIAMI BEACH FL 33139 $260,652.51
600051926 KALCHOFF WILLIAM P 601 MOUNTAIN VILLAGE BLVD "TELLURIDE," CO 81435 $187,865.36
600051927 SHIPPEE RUSSELL R 1 POPLAR AVENUE NORTH KINGS RI 02852 $358,756.98
600051928 ROSE JANE A 323 CRANFORD ROAD CHERRY HILL NJ 08003 $77,691.65
600051929 WILLIAMS ALFRED 4203 SOUND DRIVE "MOREHEAD," NC 28557 $183,524.26
600051931 FIXLER HARRY 151 HIGHLAND AVENUE SHORT HILLS NJ 07078 $268,194.06
<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
600051917 BRACY TERRENCE L 6.500 .125 6.375 .0500 6.325 12/01/2008
600051918 HUANG JOHN C P 6.750 .125 6.625 .0500 6.575 12/01/2008
600051919 GUPTA SUBHASH C 6.750 .125 6.625 .0500 6.575 12/01/2008
600051920 LADENSACK KURT G 6.375 .125 6.250 .0500 6.200 12/01/2008
600051921 RUFFIN WILLIE L 7.125 .125 7.000 .0500 6.950 12/01/2008
600051922 ESPOSITO ALDO R 6.750 .125 6.625 .0500 6.575 12/01/2008
600051923 CULLIGAN THOMAS C 7.000 .125 6.875 .0500 6.825 12/01/2008
600051924 JIGGETTS THEODORE J 7.125 .125 7.000 .0500 6.950 12/01/2008
600051925 VERITE JORDI FERRANDO 7.250 .125 7.125 .0500 7.075 12/01/2008
600051926 KALCHOFF WILLIAM P 6.750 .125 6.625 .0500 6.575 12/01/2008
600051927 SHIPPEE RUSSELL R 7.000 .125 6.875 .0500 6.825 12/01/2008
600051928 ROSE JANE A 7.375 .250 7.125 .0500 7.075 01/01/2009
600051929 WILLIAMS ALFRED 7.375 .250 7.125 .0500 7.075 01/01/2009
600051931 FIXLER HARRY 6.625 .250 6.375 .0500 6.325 12/01/2008
<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
------ -------------------- --------------- --------- -- -------- ----
<S> <C> <C> <C> <C> <C> <C>
600051917 BRACY TERRENCE L 00805776 $2,207.39 06/01/1996 180
600051918 HUANG JOHN C P 00805777 $2,255.63 06/01/1996 180
600051919 GUPTA SUBHASH C 00805778 $3,893.60 06/01/1996 180
600051920 LADENSACK KURT G 00805779 $2,696.46 06/01/1996 180
600051921 RUFFIN WILLIE L 00805780 $2,036.76 06/01/1996 180
600051922 ESPOSITO ALDO R 00805781 $2,170.24 06/01/1996 180
600051923 CULLIGAN THOMAS C 00805782 $1,608.90 06/01/1996 180
600051924 JIGGETTS THEODORE J 00805783 $2,119.64 06/01/1996 180
600051925 VERITE JORDI FERRANDO 00805784 $2,647.30 06/01/1996 180
600051926 KALCHOFF WILLIAM P 00805786 $1,858.31 06/01/1996 180
600051927 SHIPPEE RUSSELL R 00805787 $3,595.31 06/01/1996 180
600051928 ROSE JANE A 00805886 $791.14 06/01/1996 180
600051929 WILLIAMS ALFRED 00805904 $1,868.83 06/01/1996 180
600051931 FIXLER HARRY 00805916 $2,633.99 06/01/1996 180
<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>
600051917 BRACY TERRENCE L $370,000.00 N
600051918 HUANG JOHN C P $350,000.00 N
600051919 GUPTA SUBHASH C $568,000.00 N
600051920 LADENSACK KURT G $390,000.00 N
600051921 RUFFIN WILLIE L $325,000.00 N
600051922 ESPOSITO ALDO R $327,000.00 N
600051923 CULLIGAN THOMAS C $236,000.00 N
600051924 JIGGETTS THEODORE J $312,000.00 N
600051925 VERITE JORDI FERRANDO $442,500.00 N
600051926 KALCHOFF WILLIAM P $315,000.00 N
600051927 SHIPPEE RUSSELL R $1,100,000.00 N
600051928 ROSE JANE A $125,000.00 N
600051929 WILLIAMS ALFRED $335,000.00 N
600051931 FIXLER HARRY $875,000.00 N
</TABLE>
<PAGE>
(vlegal.ace v1.4) Page 19
RUN DATE: 06/27/1996 PNC MORTGAGE SECURITIES CORP.
TIME: 16:54:09 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 06/01/1996
POOL NUMBER: 1381 POOL NAME: 1996-2
<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
600051932 MADSEN JULIA 94 PIERREPONT AVENUE EAST "RUTHERFORD," NJ 07070 $71,674.03
600051933 BLICK MICHAEL DAVID 10 JUDY RESNICK DRIVE "RANDOLPH," NJ 07869 $314,613.76
600051934 STEPHENSON PAUL W 139 RIDGEDALE AVENUE "MADISON, N" NJ 07940 $407,834.13
600051935 THOMPSON DAVID M 52 MOUNTAIN AVENUE "MILLBURN," NJ 07041 $200,924.34
600051936 ROSENBLUM MARC S 815 MCCOY ROAD FRANKLIN LA NJ 07417 $268,778.25
600051937 KALISCHER ALAN 11 PINE COURT "WESTFIELD," NJ 07090 $229,378.00
600051938 O CONNELL BRIAN P 2365 FENHURST PLACE "DUNWOODY," GA 30338 $123,086.62
600051939 HORN D CRAIG 8016 MCKENSTA DRIVE "LAUREL, MD" MD 20723 $192,473.86
600051940 ZINN STEPHEN 3 FIRETHORN COURT "WARREN, NJ" NJ 07059 $471,705.72
600051941 LEVENE RICHARD A 15 GREENFIELD DRIVE "WESTON, CT" CT 06883 $221,349.50
600051942 SHERMAN DOUGLAS WALTER 9709 HOLLOWAY HILL CT "POTOMAC, M" MD 20854 $414,806.97
600051943 ISMAIL FAIK 35 8TH STREET "HICKSVILLE," NY 11801 $67,482.03
600051944 AUTH ANTON N 42 RIVER DRIVE "ANNAPOLIS," MD 21403 $327,013.76
600051945 KIM SUNG WOO 267 EMERALD DRIVE LOWER MAKEF PA 19067 $89,010.38
<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
600051932 MADSEN JULIA 6.875 .250 6.625 .0500 6.575 12/01/2008
600051933 BLICK MICHAEL DAVID 6.750 .250 6.500 .0500 6.450 12/01/2008
600051934 STEPHENSON PAUL W 6.625 .250 6.375 .0500 6.325 12/01/2008
600051935 THOMPSON DAVID M 6.500 .250 6.250 .0500 6.200 12/01/2008
600051936 ROSENBLUM MARC S 6.875 .250 6.625 .0500 6.575 12/01/2008
600051937 KALISCHER ALAN 6.875 .250 6.625 .0500 6.575 12/01/2008
600051938 O CONNELL BRIAN P 6.500 .250 6.250 .0500 6.200 12/01/2008
600051939 HORN D CRAIG 6.625 .250 6.375 .0500 6.325 12/01/2008
600051940 ZINN STEPHEN 6.125 .250 5.875 .0500 5.825 12/01/2008
600051941 LEVENE RICHARD A 6.625 .250 6.375 .0500 6.325 12/01/2008
600051942 SHERMAN DOUGLAS WALTER 6.625 .250 6.375 .0500 6.325 12/01/2008
600051943 ISMAIL FAIK 7.375 .250 7.125 .0500 7.075 12/01/2008
600051944 AUTH ANTON N 6.875 .250 6.625 .0500 6.575 12/01/2008
600051945 KIM SUNG WOO 6.875 .250 6.625 .0500 6.575 12/01/2008
<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
------ -------------------- --------------- --------- -- -------- ----
<S> <C> <C> <C> <C> <C> <C>
600051932 MADSEN JULIA 00805918 $713.49 06/01/1996 180
600051933 BLICK MICHAEL DAVID 00805919 $3,129.04 06/01/1996 180
600051934 STEPHENSON PAUL W 00805920 $4,005.41 06/01/1996 180
600051935 THOMPSON DAVID M 00805921 $1,960.00 06/01/1996 180
600051936 ROSENBLUM MARC S 00805922 $2,675.57 06/01/1996 180
600051937 KALISCHER ALAN 00805923 $2,363.42 06/01/1996 180
600051938 O CONNELL BRIAN P 00805924 $1,202.13 06/01/1996 180
600051939 HORN D CRAIG 00805925 $1,890.33 06/01/1996 180
600051940 ZINN STEPHEN 00805926 $4,508.32 06/01/1996 180
600051941 LEVENE RICHARD A 00805927 $2,173.92 06/01/1996 180
600051942 SHERMAN DOUGLAS WALTER 00805928 $4,073.90 06/01/1996 180
600051943 ISMAIL FAIK 00805929 $689.95 06/01/1996 180
600051944 AUTH ANTON N 00805931 $3,255.27 06/01/1996 180
600051945 KIM SUNG WOO 00805932 $886.06 06/01/1996 180
<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>
600051932 MADSEN JULIA $250,000.00 N
600051933 BLICK MICHAEL DAVID $515,000.00 N
600051934 STEPHENSON PAUL W $800,000.00 N
600051935 THOMPSON DAVID M $330,000.00 N
600051936 ROSENBLUM MARC S $400,000.00 N
600051937 KALISCHER ALAN $375,000.00 N
600051938 O CONNELL BRIAN P $215,000.00 N
600051939 HORN D CRAIG $308,000.00 N
600051940 ZINN STEPHEN $710,000.00 N
600051941 LEVENE RICHARD A $660,000.00 N
600051942 SHERMAN DOUGLAS WALTER $750,000.00 N
600051943 ISMAIL FAIK $159,000.00 N
600051944 AUTH ANTON N $531,400.00 N
600051945 KIM SUNG WOO $180,000.00 N
</TABLE>
<PAGE>
(vlegal.ace v1.4) Page 20
RUN DATE: 06/27/1996 PNC MORTGAGE SECURITIES CORP.
TIME: 16:54:09 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 06/01/1996
POOL NUMBER: 1381 POOL NAME: 1996-2
<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
600051946 CALLAHAN THOMAS P 42 ELLSWORTH DRIVE WEST WINDSO NJ 08691 $155,165.37
600051947 HAMALIAN MANUEL G 728 ORANGEBURG ROAD "RIVER VALE," NJ 07675 $205,825.43
600051948 ZIMMER LON J 469 HARTUNG DRIVE "WYCKOFF, N" NJ 07481 $298,532.75
600051949 KAMBER DENNIS M 14430 SUGARLAND LANE POOLESVILLE MD 20837 $218,784.34
600051950 BENNER M WILLIAM 16 HERMAN THAU ROAD "CLINTON, N" NJ 08801 $98,552.07
600051951 WINN JOHN D 6817 OLD STONE FENCE ROAD FAIRFAX STA VA 22039 $312,893.32
600051952 LONDON LARRY N 6815 OLD STONE FENCE ROAD FAIRFAX STA VA 22039 $270,429.00
600051953 LIPTON GARY 12 POST LANE SOUTH "AIRMONT, N" NY 10952 $250,314.47
600051954 MOESER ALVIN J III 631 GREEN STREET "HILLTOWN," PA 18960 $81,475.33
600051955 SPIEGEL JOSEPH A 8 BAYBURY COURT EAST HANOVE NJ 07936 $63,364.22
600051956 MOSES PETER J 910 BENT LANE SPRINGFIELD MD 19118 $94,467.57
600051957 SMITH JAMES R. 17554 MASTERS POINTE DRIV BATON ROUGE LA 70810 $226,085.00
600051958 DAVID PAUL B 204 KINGS ROAD "LAFAYETTE," LA 70503 $208,997.38
600051959 LOVALLO KAREN T 63 BRIDGEWATER DRIVE "MARLTON, N" NJ 08053 $48,878.94
<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
600051946 CALLAHAN THOMAS P 6.875 .250 6.625 .0500 6.575 12/01/2008
600051947 HAMALIAN MANUEL G 7.250 .250 7.000 .0500 6.950 12/01/2008
600051948 ZIMMER LON J 6.750 .250 6.500 .0500 6.450 11/01/2008
600051949 KAMBER DENNIS M 6.500 .250 6.250 .0500 6.200 12/01/2008
600051950 BENNER M WILLIAM 6.875 .250 6.625 .0500 6.575 12/01/2008
600051951 WINN JOHN D 6.625 .250 6.375 .0500 6.325 12/01/2008
600051952 LONDON LARRY N 6.625 .250 6.375 .0500 6.325 12/01/2008
600051953 LIPTON GARY 6.625 .250 6.375 .0500 6.325 12/01/2008
600051954 MOESER ALVIN J III 7.625 .250 7.375 .0500 7.325 01/01/2009
600051955 SPIEGEL JOSEPH A 7.625 .250 7.375 .0500 7.325 01/01/2009
600051956 MOSES PETER J 6.875 .250 6.625 .0500 6.575 01/01/2009
600051957 SMITH JAMES R. 7.000 .250 6.750 .0500 6.700 02/01/2009
600051958 DAVID PAUL B 6.875 .250 6.625 .0500 6.575 04/01/2009
600051959 LOVALLO KAREN T 7.125 .250 6.875 .0500 6.825 02/01/2009
<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
------ -------------------- --------------- --------- -- -------- ----
<S> <C> <C> <C> <C> <C> <C>
600051946 CALLAHAN THOMAS P 00805933 $1,828.31 06/01/1996 180
600051947 HAMALIAN MANUEL G 00805934 $2,090.46 06/01/1996 180
600051948 ZIMMER LON J 00805935 $2,964.45 06/01/1996 180
600051949 KAMBER DENNIS M 00805936 $2,134.22 06/01/1996 180
600051950 BENNER M WILLIAM 00805937 $981.04 06/01/1996 180
600051951 WINN JOHN D 00805938 $3,072.98 06/01/1996 180
600051952 LONDON LARRY N 00805939 $2,655.94 06/01/1996 180
600051953 LIPTON GARY 00805940 $2,458.39 06/01/1996 180
600051954 MOESER ALVIN J III 00805943 $957.48 06/01/1996 180
600051955 SPIEGEL JOSEPH A 00805944 $653.90 06/01/1996 180
600051956 MOSES PETER J 00805945 $936.45 06/01/1996 180
600051957 SMITH JAMES R. 00805958 $2,247.07 06/01/1996 180
600051958 DAVID PAUL B 00806063 $2,140.45 06/01/1996 180
600051959 LOVALLO KAREN T 00806064 $489.15 06/01/1996 180
<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>
600051946 CALLAHAN THOMAS P $350,000.00 N
600051947 HAMALIAN MANUEL G $295,000.00 N
600051948 ZIMMER LON J $550,000.00 N
600051949 KAMBER DENNIS M $555,000.00 N
600051950 BENNER M WILLIAM $300,000.00 N
600051951 WINN JOHN D $467,000.00 N
600051952 LONDON LARRY N $470,000.00 N
600051953 LIPTON GARY $380,000.00 N
600051954 MOESER ALVIN J III $217,000.00 N
600051955 SPIEGEL JOSEPH A $310,000.00 N
600051956 MOSES PETER J $165,000.00 N
600051957 SMITH JAMES R. $380,000.00 N
600051958 DAVID PAUL B $490,000.00 N
600051959 LOVALLO KAREN T $89,000.00 N
</TABLE>
<PAGE>
(vlegal.ace v1.4) Page 21
RUN DATE: 06/27/1996 PNC MORTGAGE SECURITIES CORP.
TIME: 16:54:09 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 06/01/1996
POOL NUMBER: 1381 POOL NAME: 1996-2
<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
600051960 DELAROSA ROBERT L 19042 EAST PINNACLE CIRCL BATON ROUGH LA 70810 $268,515.40
600051961 TURBERT RONALD JOSEPH 59 HYLA LANE "EAST HAVEN," CT 06472 $62,427.42
600051962 ANDERSON CHARLES A 7 ALICE COURT "BLAIRSTOWN," NJ 07825 $94,910.63
600051963 LAUZIERE THOMAS JOHN 567 LOWELL STREET "PEABODY, M" MA 01960 $175,922.05
600051964 TEDESCO VICTOR 1108 FERNWOOD AVENUE MAPLE SHADE NJ 08052 $53,609.83
600051965 SALVADORE ALBERT G 27 WALKER ROAD "FOSTER, RI" RI 02825 $43,004.26
600051966 SALETAN CHARLES 454 SADDLE RIVER ROAD UPPER SADDL NJ 07458 $268,767.30
600051967 GILLESPIE JOSEPH R 2 SOUTH OAK COURT "MADISON, N" NJ 07940 $194,799.92
600051968 HEARD KONIE C 120 KIMBALL DRIVE "LAFAYETTE," LA 70508 $261,303.45
600051969 GARDNER JUDI J 24 PINEHURST DRIVE "WASHINGTON," NJ 07882 $89,850.85
600051970 BENNARDO ANTHONY 75 ABBEY ROAD "MANHASSET," NY 11030 $426,290.23
600051971 BLANCO IGNACIO J 28 MOUNTAIN ROAD "WILTON, CT" CT 06897 $197,374.57
600051972 PUNTILLO STEFANO V 840 LINDA AVENUE "THORNWOOD," NY 10594 $202,462.75
600051973 WEY EDITH READ FOX RIDGE 2055 PURCHASE S PURCHASE NY 10577 $90,715.45
<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
600051960 DELAROSA ROBERT L 6.875 .250 6.625 .0500 6.575 03/01/2009
600051961 TURBERT RONALD JOSEPH 6.875 .250 6.625 .0500 6.575 01/01/2009
600051962 ANDERSON CHARLES A 7.375 .250 7.125 .0500 7.075 02/01/2009
600051963 LAUZIERE THOMAS JOHN 6.875 .250 6.625 .0500 6.575 12/01/2008
600051964 TEDESCO VICTOR 7.250 .250 7.000 .0500 6.950 01/01/2009
600051965 SALVADORE ALBERT G 6.875 .250 6.625 .0500 6.575 12/01/2008
600051966 SALETAN CHARLES 6.375 .250 6.125 .0500 6.075 01/01/2009
600051967 GILLESPIE JOSEPH R 6.875 .250 6.625 .0500 6.575 01/01/2009
600051968 HEARD KONIE C 6.875 .250 6.625 .0500 6.575 04/01/2009
600051969 GARDNER JUDI J 9.250 .250 9.000 .0500 8.950 10/01/2009
600051970 BENNARDO ANTHONY 6.375 .250 6.125 .0500 6.075 11/01/2008
600051971 BLANCO IGNACIO J 6.625 .250 6.375 .0500 6.325 03/01/2009
600051972 PUNTILLO STEFANO V 6.875 .250 6.625 .0500 6.575 03/01/2009
600051973 WEY EDITH READ 6.875 .250 6.625 .0500 6.575 03/01/2009
<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
------ -------------------- --------------- --------- -- -------- ----
<S> <C> <C> <C> <C> <C> <C>
600051960 DELAROSA ROBERT L 00806243 $2,639.89 06/01/1996 180
600051961 TURBERT RONALD JOSEPH 00806262 $619.84 06/01/1996 180
600051962 ANDERSON CHARLES A 00806263 $984.32 06/01/1996 180
600051963 LAUZIERE THOMAS JOHN 00806264 $1,772.57 06/01/1996 180
600051964 TEDESCO VICTOR 00806265 $547.72 06/01/1996 180
600051965 SALVADORE ALBERT G 00806266 $428.10 06/01/1996 180
600051966 SALETAN CHARLES 00806267 $2,592.76 06/01/1996 180
600051967 GILLESPIE JOSEPH R 00806268 $1,962.08 06/01/1996 180
600051968 HEARD KONIE C 00806270 $2,559.62 06/01/1996 180
600051969 GARDNER JUDI J 00806431 $994.20 06/01/1996 180
600051970 BENNARDO ANTHONY 00806464 $4,148.41 06/01/1996 180
600051971 BLANCO IGNACIO J 00806465 $1,914.03 06/01/1996 180
600051972 PUNTILLO STEFANO V 00806466 $2,122.62 06/01/1996 180
600051973 WEY EDITH READ 00806467 $891.86 06/01/1996 180
<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>
600051960 DELAROSA ROBERT L $370,000.00 N
600051961 TURBERT RONALD JOSEPH $155,000.00 N
600051962 ANDERSON CHARLES A $260,000.00 N
600051963 LAUZIERE THOMAS JOHN $265,000.00 N
600051964 TEDESCO VICTOR $120,000.00 N
600051965 SALVADORE ALBERT G $150,000.00 N
600051966 SALETAN CHARLES $515,000.00 N
600051967 GILLESPIE JOSEPH R $281,000.00 N
600051968 HEARD KONIE C $600,000.00 N
600051969 GARDNER JUDI J $138,000.00 N
600051970 BENNARDO ANTHONY $600,000.00 N
600051971 BLANCO IGNACIO J $440,000.00 N
600051972 PUNTILLO STEFANO V $345,000.00 N
600051973 WEY EDITH READ $1,035,000.00 N
</TABLE>
<PAGE>
(vlegal.ace v1.4) Page 22
RUN DATE: 06/27/1996 PNC MORTGAGE SECURITIES CORP.
TIME: 16:54:09 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 06/01/1996
POOL NUMBER: 1381 POOL NAME: 1996-2
<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
600051974 TREIBER RUTH KAPLAN 7 WINDWARD LANE "SCARSDALE," NY 10583 $350,124.01
600051975 VAN OMMEN JACOB D 9325 GOODMAN AVE NW "GIG HARBOR," WA 98335 $203,223.68
600051976 DAVIDSON ARTHUR W 1448 OLD ORCHARD STREET WHITE PLAIN NY 10604 $160,999.94
600051977 ALTIERI PETER L 140 BURR STREET "FAIRFIELD," CT 06430 $224,922.95
600051978 SCIROCCO JOHN M JR 20 SUNDEN COURT "OLD TAPPAN," NJ 07675 $305,442.12
600051979 URIBE JAVIER R 5505 WELLESLEY DRIVE "CALABASAS," CA 91302 $608,549.59
600051980 FLINTOFT GERALD J WEST END ROAD "HILLSDALE," NY 12529 $277,637.74
600051982 LIANG HANSON SHOU-HANG 20 SHERWOOD LANE ROSLYN HEIG NY 11577 $202,430.53
600051983 MANZA CHARLES 42 BURTON AVENUE STATEN ISLA NY 10309 $208,532.11
600051984 SCHWARTZ JACOB N 79 FAIRWAY AVENUE FIRE ISLAND NY 11782 $158,905.45
600051985 PIERCE MITCHELL DEAN 12019 SOUTH HONAH LEE COU "PHOENIX, A" AZ 85044 $392,073.04
600051986 INKLEY RONALD W 1899 27TH ST "OGDEN, UT" UT 84403 $318,202.04
600051987 BECK JAMES O 11833 NE 48TH PLACE "KIRKLAND," WA 98033 $284,972.52
600051988 MOUSSETTE ANTHONY 69 FOREST ROAD "CENTEREACH," NY 11720 $110,862.76
<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
600051974 TREIBER RUTH KAPLAN 6.625 .250 6.375 .0500 6.325 11/01/2008
600051975 VAN OMMEN JACOB D 6.625 .250 6.375 .0500 6.325 01/01/2009
600051976 DAVIDSON ARTHUR W 6.500 .250 6.250 .0500 6.200 03/01/2009
600051977 ALTIERI PETER L 6.875 .250 6.625 .0500 6.575 01/01/2009
600051978 SCIROCCO JOHN M JR 7.125 .250 6.875 .0500 6.825 01/01/2009
600051979 URIBE JAVIER R 7.125 .250 6.875 .0500 6.825 01/01/2009
600051980 FLINTOFT GERALD J 6.375 .250 6.125 .0500 6.075 12/01/2008
600051982 LIANG HANSON SHOU-HANG 6.875 .250 6.625 .0500 6.575 01/01/2009
600051983 MANZA CHARLES 7.375 .250 7.125 .0500 7.075 03/01/2009
600051984 SCHWARTZ JACOB N 7.000 .250 6.750 .0500 6.700 03/01/2009
600051985 PIERCE MITCHELL DEAN 6.875 .250 6.625 .0500 6.575 03/01/2009
600051986 INKLEY RONALD W 6.625 .250 6.375 .0500 6.325 04/01/2009
600051987 BECK JAMES O 7.250 .250 7.000 .0500 6.950 04/01/2009
600051988 MOUSSETTE ANTHONY 7.000 .250 6.750 .0500 6.700 04/01/2009
<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
------ -------------------- --------------- --------- -- -------- ----
<S> <C> <C> <C> <C> <C> <C>
600051974 TREIBER RUTH KAPLAN 00806468 $3,511.98 06/01/1996 180
600051975 VAN OMMEN JACOB D 00806469 $1,988.66 06/01/1996 180
600051976 DAVIDSON ARTHUR W 00806470 $1,550.58 06/01/1996 180
600051977 ALTIERI PETER L 00806471 $2,229.64 06/01/1996 180
600051978 SCIROCCO JOHN M JR 00806472 $3,079.83 06/01/1996 180
600051979 URIBE JAVIER R 00806473 $6,114.37 06/01/1996 180
600051980 FLINTOFT GERALD J 00806474 $2,689.98 06/01/1996 180
600051982 LIANG HANSON SHOU-HANG 00806476 $2,006.68 06/01/1996 180
600051983 MANZA CHARLES 00806477 $2,106.63 06/01/1996 180
600051984 SCHWARTZ JACOB N 00806478 $1,572.95 06/01/1996 180
600051985 PIERCE MITCHELL DEAN 00806479 $3,854.59 06/01/1996 180
600051986 INKLEY RONALD W 00806480 $3,072.98 06/01/1996 180
600051987 BECK JAMES O 00806481 $2,848.14 06/01/1996 180
600051988 MOUSSETTE ANTHONY 00806482 $1,092.98 06/01/1996 180
<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>
600051974 TREIBER RUTH KAPLAN $790,000.00 N
600051975 VAN OMMEN JACOB D $302,500.00 N
600051976 DAVIDSON ARTHUR W $260,000.00 N
600051977 ALTIERI PETER L $950,000.00 N
600051978 SCIROCCO JOHN M JR $700,000.00 N
600051979 URIBE JAVIER R $965,000.00 N
600051980 FLINTOFT GERALD J $415,000.00 N
600051982 LIANG HANSON SHOU-HANG $515,000.00 N
600051983 MANZA CHARLES $440,000.00 N
600051984 SCHWARTZ JACOB N $295,000.00 N
600051985 PIERCE MITCHELL DEAN $565,000.00 N
600051986 INKLEY RONALD W $470,000.00 N
600051987 BECK JAMES O $390,000.00 N
600051988 MOUSSETTE ANTHONY $170,000.00 N
</TABLE>
<PAGE>
(vlegal.ace v1.4) Page 23
RUN DATE: 06/27/1996 PNC MORTGAGE SECURITIES CORP.
TIME: 16:54:09 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 06/01/1996
POOL NUMBER: 1381 POOL NAME: 1996-2
<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
600051989 BERGER JOSHUA 615 WEST 246TH STREET "RIVERDALE," NY 10471 $187,227.11
600051990 WEISELBERG JACK "72 SEA FARM LANE,BRIDGEH BRIDGEHAMPT NY 11932 $200,336.48
600051991 POLSEN CHARLES 200 JUDSON AVENUE DOBBS FERRY NY 10522 $214,068.36
600051992 SOFOCLI JACOB 17 ABNER PLACE "YONKERS, N" NY 10704 $118,951.96
600051993 ROSENWALD DAVID 63 DINA COURT STATEN ISLA NY 10306 $94,945.52
600051994 BUCALO JOSEPH 189 WASHINGTON AVENUE DOBBS FERRY NY 10522 $273,001.59
600051995 SATO DAVID A 1936 EDGEWOOD DRIVE SOUTH PASAD CA 91030 $528,667.78
600051996 DURAIRAJ S K 575 PALMERSTONE DRIVE LA CANADA F CA 91011 $816,440.53
600051997 KARDASHIAN HAROLD 6144 WOODLAND VIEW DRIVE WOODLAND HI CA 91367 $434,792.39
600051998 LEVY AARON W 6 HIDDEN LEDGE ROAD "ENGLEWOOD," NJ 07631 $227,925.06
600052000 QUINN STEPHEN F 408 NW MARLBOROUGH AVENUE "PORTLAND," OR 97210 $329,572.91
600052001 STARK BRENDA 7 DELLMARIE LANE "NESCONSET," NY 11767 $90,523.91
600052002 WILMS FREDERICH N 30 ST MARYS LANE "NORWALK, C" CT 06851 $193,228.97
600052003 HAZARD RICHARD L 3237 LA CANADA "LAFAYETTE," CA 94549 $399,275.98
<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
600051989 BERGER JOSHUA 7.250 .250 7.000 .0500 6.950 02/01/2009
600051990 WEISELBERG JACK 7.375 .250 7.125 .0500 7.075 03/01/2009
600051991 POLSEN CHARLES 6.750 .250 6.500 .0500 6.450 03/01/2009
600051992 SOFOCLI JACOB 7.000 .250 6.750 .0500 6.700 03/01/2009
600051993 ROSENWALD DAVID 7.125 .250 6.875 .0500 6.825 03/01/2009
600051994 BUCALO JOSEPH 6.750 .250 6.500 .0500 6.450 04/01/2009
600051995 SATO DAVID A 7.000 .250 6.750 .0500 6.700 01/01/2009
600051996 DURAIRAJ S K 6.875 .250 6.625 .0500 6.575 03/01/2009
600051997 KARDASHIAN HAROLD 7.250 .250 7.000 .0500 6.950 01/01/2009
600051998 LEVY AARON W 7.000 .250 6.750 .0500 6.700 04/01/2009
600052000 QUINN STEPHEN F 6.875 .250 6.625 .0500 6.575 02/01/2009
600052001 STARK BRENDA 7.125 .250 6.875 .0500 6.825 02/01/2009
600052002 WILMS FREDERICH N 7.000 .250 6.750 .0500 6.700 03/01/2009
600052003 HAZARD RICHARD L 6.625 .250 6.375 .0500 6.325 03/01/2009
<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
------ -------------------- --------------- --------- -- -------- ----
<S> <C> <C> <C> <C> <C> <C>
600051989 BERGER JOSHUA 00806483 $2,464.73 06/01/1996 180
600051990 WEISELBERG JACK 00806484 $2,023.84 06/01/1996 180
600051991 POLSEN CHARLES 00806485 $2,121.49 06/01/1996 180
600051992 SOFOCLI JACOB 00806486 $1,177.47 06/01/1996 180
600051993 ROSENWALD DAVID 00806487 $1,268.17 06/01/1996 180
600051994 BUCALO JOSEPH 00806489 $2,654.73 06/01/1996 180
600051995 SATO DAVID A 00806490 $5,276.13 06/01/1996 180
600051996 DURAIRAJ S K 00806491 $8,026.69 06/01/1996 180
600051997 KARDASHIAN HAROLD 00806492 $5,066.39 06/01/1996 180
600051998 LEVY AARON W 00806493 $2,247.08 06/01/1996 180
600052000 QUINN STEPHEN F 00806495 $3,253.49 06/01/1996 180
600052001 STARK BRENDA 00806496 $905.83 06/01/1996 180
600052002 WILMS FREDERICH N 00806497 $1,912.71 06/01/1996 180
600052003 HAZARD RICHARD L 00806498 $3,871.96 06/01/1996 180
<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>
600051989 BERGER JOSHUA $460,000.00 N
600051990 WEISELBERG JACK $340,000.00 N
600051991 POLSEN CHARLES $750,000.00 N
600051992 SOFOCLI JACOB $190,000.00 N
600051993 ROSENWALD DAVID $213,000.00 N
600051994 BUCALO JOSEPH $600,000.00 N
600051995 SATO DAVID A $750,000.00 N
600051996 DURAIRAJ S K $1,325,000.00 N
600051997 KARDASHIAN HAROLD $710,000.00 N
600051998 LEVY AARON W $430,000.00 N
600052000 QUINN STEPHEN F $456,000.00 N
600052001 STARK BRENDA $175,000.00 N
600052002 WILMS FREDERICH N $266,000.00 N
600052003 HAZARD RICHARD L $630,000.00 N
</TABLE>
<PAGE>
(vlegal.ace v1.4) Page 24
RUN DATE: 06/27/1996 PNC MORTGAGE SECURITIES CORP.
TIME: 16:54:09 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 06/01/1996
POOL NUMBER: 1381 POOL NAME: 1996-2
<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
600052004 PALETTA GEORGE 20 OLD POST ROAD MOUNT KISCO NY 10549 $666,556.50
600052005 DELBAUM ANDREW R 580 CAPES POINT WEST "OCEANSIDE," OR 97134 $206,308.98
600052007 FEO CARMINE DI 55 PRESTON AVENUE "W HARRISON," NY 10604 $83,377.24
600052008 HUNTER TIM B 4571 EAST AVENIDA SHELLY "TUCSON, AZ" AZ 85718 $268,484.08
600052009 SCHOW MITCHELL L 1270 27TH STREET "OGDEN, UT" UT 84401 $46,147.43
600052010 SPINA PAUL J JR 2108 SWAN LAKE COVE "BIRMINGHAM," AL 35244 $295,510.74
600052011 QUARESIMA ANTONIETTA 27 STUART COURT HAMPTON BAY NY 11946 $107,459.11
600052012 CHIN NELSON 5 EXETER STREET "QUINCY, MA" MA 02170 $70,667.47
600052013 PENFOLD KENNETH C 7336 WINDSOR DRIVE "BOULDER, C" CO 80301 $119,506.84
600052014 BULFAMANTE SABASTIAN 233 ELM STREET NEW ROCHELL NY 10801 $96,629.61
600052015 DA NOVA MARIA SOLANGE 307 IDALROY TRAIL "HOPATCONG," NJ 07843 $75,339.01
600052016 LAZAR DAVID 728 EAST 2ND STREET "BROOKLYN," NY 11218 $94,897.01
600052017 KIM YONG KWON 10322 MEMORIAL DRIVE "HOUSTON, T" TX 77024 $167,650.32
600052018 LOMBARDI MARIO 219 CENTRAL AVENUE PLEASANTVIL NY 10570 $109,846.98
<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
600052004 PALETTA GEORGE 7.000 .250 6.750 .0500 6.700 03/01/2009
600052005 DELBAUM ANDREW R 6.750 .250 6.500 .0500 6.450 04/01/2009
600052007 FEO CARMINE DI 6.750 .250 6.500 .0500 6.450 03/01/2009
600052008 HUNTER TIM B 7.000 .250 6.750 .0500 6.700 03/01/2009
600052009 SCHOW MITCHELL L 8.625 .250 8.375 .0500 8.325 08/01/2009
600052010 SPINA PAUL J JR 7.750 .250 7.500 .0500 7.450 01/01/2011
600052011 QUARESIMA ANTONIETTA 9.750 .250 9.500 .0500 9.450 01/01/2010
600052012 CHIN NELSON 9.625 .250 9.375 .0500 9.325 02/01/2010
600052013 PENFOLD KENNETH C 9.750 .250 9.500 .0500 9.450 04/01/2010
600052014 BULFAMANTE SABASTIAN 9.750 .250 9.500 .0500 9.450 05/01/2010
600052015 DA NOVA MARIA SOLANGE 9.750 .250 9.500 .0500 9.450 11/01/2009
600052016 LAZAR DAVID 9.625 .250 9.375 .0500 9.325 11/01/2009
600052017 KIM YONG KWON 9.750 .250 9.500 .0500 9.450 02/01/2010
600052018 LOMBARDI MARIO 9.750 .250 9.500 .0500 9.450 01/01/2010
<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
------ -------------------- --------------- --------- -- -------- ----
<S> <C> <C> <C> <C> <C> <C>
600052004 PALETTA GEORGE 00806499 $6,741.22 06/01/1996 180
600052005 DELBAUM ANDREW R 00806500 $2,123.79 06/01/1996 180
600052007 FEO CARMINE DI 00806502 $814.12 06/01/1996 180
600052008 HUNTER TIM B 00806503 $2,732.44 06/01/1996 180
600052009 SCHOW MITCHELL L 00806721 $489.59 06/01/1996 180
600052010 SPINA PAUL J JR 00809213 $2,823.83 06/01/1996 180
600052011 QUARESIMA ANTONIETTA 00808218 $1,191.78 06/01/1996 180
600052012 CHIN NELSON 00808219 $776.21 06/01/1996 180
600052013 PENFOLD KENNETH C 00808220 $1,324.20 06/01/1996 180
600052014 BULFAMANTE SABASTIAN 00808221 $1,059.36 06/01/1996 180
600052015 DA NOVA MARIA SOLANGE 00808223 $908.93 06/01/1996 180
600052016 LAZAR DAVID 00808225 $1,051.79 06/01/1996 180
600052017 KIM YONG KWON 00808226 $1,853.88 06/01/1996 180
600052018 LOMBARDI MARIO 00808228 $1,218.27 06/01/1996 180
<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>
600052004 PALETTA GEORGE $1,430,000.00 N
600052005 DELBAUM ANDREW R $325,000.00 N
600052007 FEO CARMINE DI $250,000.00 N
600052008 HUNTER TIM B $385,000.00 N
600052009 SCHOW MITCHELL L $70,500.00 N
600052010 SPINA PAUL J JR $740,000.00 N
600052011 QUARESIMA ANTONIETTA $225,000.00 N
600052012 CHIN NELSON $123,000.00 N
600052013 PENFOLD KENNETH C $250,000.00 N
600052014 BULFAMANTE SABASTIAN $242,000.00 N
600052015 DA NOVA MARIA SOLANGE $145,000.00 N
600052016 LAZAR DAVID $210,000.00 N
600052017 KIM YONG KWON $330,000.00 N
600052018 LOMBARDI MARIO $450,000.00 N
</TABLE>
<PAGE>
(vlegal.ace v1.4) Page 25
RUN DATE: 06/27/1996 PNC MORTGAGE SECURITIES CORP.
TIME: 16:54:09 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 06/01/1996
POOL NUMBER: 1381 POOL NAME: 1996-2
<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
600052019 MORRONI ANTHONY A JR 6 CHESTNUT PARKWAY WALLINGFORD PA 19086 $152,830.64
600052020 ZHAO QINGPING 274 BALTIMORE WAY SAN FRANCIS CA 94112 $113,335.41
600052021 VUKELJ SABAN 67-06 AUSTIN STREET FOREST HILL NY 11375 $96,294.64
600052022 ROCCO JOHN 7901 14TH AVENUE "BROOKLYN," NY 11228 $113,886.07
600052023 ROSHAN HAFIZULLAH W 4 LONGWOOD DRIVE LOUNDONVILL NY 12211 $63,873.69
600052024 BARBULESCU ION 1965 DEVONSHIRE BLOOMFIELD MI 48302 $79,955.76
600052025 LIOTTA DOLORES 11 STONEY WOOD ROAD EAST SETAUK NY 11733 $56,938.29
600052026 CHEN SHAO CHENG 5699 ASPEN DRIVE "MASON, OH" OH 45040 $82,920.72
600052027 SCHUSTER HELEN K 115 EAST 29TH STREET LONG BEACH NJ 08008 $76,148.51
600052028 STITES LYNDA M 4121 S WHEELING AVE "TULSA, OK" OK 74105 $126,901.14
600052029 HADDAD NIDA 65 IVY WAY ABERDEEN TW NJ 07747 $113,876.56
600052030 DECARO FRANK 29 JENIFORD ROAD "FAIRFIELD," CT 06430 $96,078.90
600052031 SPAGNOLA MICHAELE F 32 WOODLAND ROAD "RINGWOOD," NJ 07456 $67,640.77
600052032 RUDIN MIKE 11439 ROCOSO ROAD "LAKESIDE," CA 92040 $67,786.89
<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
600052019 MORRONI ANTHONY A JR 9.750 .250 9.500 .0500 9.450 01/01/2010
600052020 ZHAO QINGPING 9.625 .250 9.375 .0500 9.325 06/01/2010
600052021 VUKELJ SABAN 9.625 .250 9.375 .0500 9.325 04/01/2010
600052022 ROCCO JOHN 9.625 .250 9.375 .0500 9.325 02/01/2010
600052023 ROSHAN HAFIZULLAH W 9.750 .250 9.500 .0500 9.450 04/01/2010
600052024 BARBULESCU ION 9.625 .250 9.375 .0500 9.325 12/01/2009
600052025 LIOTTA DOLORES 9.625 .250 9.375 .0500 9.325 11/01/2009
600052026 CHEN SHAO CHENG 9.750 .250 9.500 .0500 9.450 03/01/2005
600052027 SCHUSTER HELEN K 9.625 .250 9.375 .0500 9.325 12/01/2009
600052028 STITES LYNDA M 9.625 .250 9.375 .0500 9.325 12/01/2009
600052029 HADDAD NIDA 9.625 .250 9.375 .0500 9.325 11/01/2009
600052030 DECARO FRANK 9.750 .250 9.500 .0500 9.450 03/01/2010
600052031 SPAGNOLA MICHAELE F 9.750 .250 9.500 .0500 9.450 05/01/2010
600052032 RUDIN MIKE 9.625 .250 9.375 .0500 9.325 10/01/2009
<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
------ -------------------- --------------- --------- -- -------- ----
<S> <C> <C> <C> <C> <C> <C>
600052019 MORRONI ANTHONY A JR 00808229 $1,694.98 06/01/1996 180
600052020 ZHAO QINGPING 00808231 $1,230.58 06/01/1996 180
600052021 VUKELJ SABAN 00808232 $1,051.78 06/01/1996 180
600052022 ROCCO JOHN 00808233 $1,262.14 06/01/1996 180
600052023 ROSHAN HAFIZULLAH W 00808234 $873.98 06/01/1996 180
600052024 BARBULESCU ION 00808235 $883.50 06/01/1996 180
600052025 LIOTTA DOLORES 00808236 $631.07 06/01/1996 180
600052026 CHEN SHAO CHENG 00808238 $1,176.94 06/01/1996 120
600052027 SCHUSTER HELEN K 00808239 $841.42 06/01/1996 180
600052028 STITES LYNDA M 00808240 $1,419.90 06/01/1996 180
600052029 HADDAD NIDA 00808241 $1,262.14 06/01/1996 180
600052030 DECARO FRANK 00808242 $1,059.36 06/01/1996 180
600052031 SPAGNOLA MICHAELE F 00808243 $741.55 06/01/1996 180
600052032 RUDIN MIKE 00808244 $788.84 06/01/1996 180
<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>
600052019 MORRONI ANTHONY A JR $350,000.00 N
600052020 ZHAO QINGPING $260,000.00 N
600052021 VUKELJ SABAN $250,000.00 N
600052022 ROCCO JOHN $220,000.00 N
600052023 ROSHAN HAFIZULLAH W $166,000.00 N
600052024 BARBULESCU ION $140,000.00 N
600052025 LIOTTA DOLORES $180,000.00 N
600052026 CHEN SHAO CHENG $163,000.00 N
600052027 SCHUSTER HELEN K $166,000.00 N
600052028 STITES LYNDA M $480,000.00 N
600052029 HADDAD NIDA $200,000.00 N
600052030 DECARO FRANK $275,000.00 N
600052031 SPAGNOLA MICHAELE F $148,000.00 N
600052032 RUDIN MIKE $210,000.00 N
</TABLE>
<PAGE>
(vlegal.ace v1.4) Page 26
RUN DATE: 06/27/1996 PNC MORTGAGE SECURITIES CORP.
TIME: 16:54:09 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 06/01/1996
POOL NUMBER: 1381 POOL NAME: 1996-2
<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
600052033 TOLERICO LOUIS JR ELLENS WAY "ALPINE, NJ" NJ 07620 $295,075.07
600052034 LANK JOANNE 5601 INNSBRUCK "BELLAIRE," TX 77401 $57,453.14
600052035 RA CHOONG 9565 GOTTEN WAY "GERMANTOWN," TN 38139 $176,908.40
600052036 TRIPODI LUIS ALBERTO 870 NW 123 COURT "MIAMI, FL" FL 33182 $89,552.30
600052037 GENOVESE PASQUALE J 25 WINDING WAY "WAYNE, NJ" NJ 07470 $134,646.38
600052038 JAFFEE MARVIN M 12230 WINDTREE BLVD "SEMINOLE," FL 34642 $72,266.51
600052039 GILLESPIE JOHN L 8 OLD FOURTH DRIVE "JEFFERSON," NJ 07438 $121,341.97
600052040 NGUYEN JOHN 3038 RUSSETT PLACE WEST "PEARLAND," TX 77584 $58,102.20
600052041 POTTER JEAN L 97 SURREY COURT "OCEANPORT," NJ 07757 $72,594.50
600052042 DIGENNARO ANTHONY 324 WAWAYANDA AVENUE "MIDDLETOWN," NY 10940 $76,604.31
600052043 STOKES JOHNNY 3011 WYNDHAM LANE "RICHARDSON," TX 75082 $96,622.88
600052044 WESTWATER JAMES S JR 1801 N WRIGHTSTOWN PLACE "TUCSON, AZ" AZ 85715 $62,240.87
600052045 MCCORMACK PAUL F 25 WINTHROP ROAD "HINGHAM, M" MA 02043 $62,270.02
600052047 SHEWA ABDUL SHUKOOR 101 MILLER AVENUE CENTRAL ISL NY 11722 $57,647.29
<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
600052033 TOLERICO LOUIS JR 9.625 .250 9.375 .0500 9.325 12/01/2009
600052034 LANK JOANNE 9.625 .250 9.375 .0500 9.325 02/01/2010
600052035 RA CHOONG 9.750 .250 9.500 .0500 9.450 04/01/2010
600052036 TRIPODI LUIS ALBERTO 9.625 .250 9.375 .0500 9.325 01/01/2010
600052037 GENOVESE PASQUALE J 9.625 .250 9.375 .0500 9.325 06/01/2010
600052038 JAFFEE MARVIN M 9.750 .250 9.500 .0500 9.450 04/01/2010
600052039 GILLESPIE JOHN L 9.625 .250 9.375 .0500 9.325 11/01/2009
600052040 NGUYEN JOHN 9.625 .250 9.375 .0500 9.325 03/01/2010
600052041 POTTER JEAN L 9.750 .250 9.500 .0500 9.450 01/01/2010
600052042 DIGENNARO ANTHONY 9.625 .250 9.375 .0500 9.325 02/01/2010
600052043 STOKES JOHNNY 9.750 .250 9.500 .0500 9.450 05/01/2010
600052044 WESTWATER JAMES S JR 9.625 .250 9.375 .0500 9.325 02/01/2010
600052045 MCCORMACK PAUL F 9.750 .250 9.500 .0500 9.450 02/01/2010
600052047 SHEWA ABDUL SHUKOOR 9.750 .250 9.500 .0500 9.450 03/01/2010
<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
------ -------------------- --------------- --------- -- -------- ----
<S> <C> <C> <C> <C> <C> <C>
600052033 TOLERICO LOUIS JR 00808245 $3,260.52 06/01/1996 180
600052034 LANK JOANNE 00808246 $631.07 06/01/1996 180
600052035 RA CHOONG 00808247 $1,944.99 06/01/1996 180
600052036 TRIPODI LUIS ALBERTO 00808248 $986.57 06/01/1996 180
600052037 GENOVESE PASQUALE J 00808249 $1,461.97 06/01/1996 180
600052038 JAFFEE MARVIN M 00808250 $794.52 06/01/1996 180
600052039 GILLESPIE JOHN L 00808251 $1,400.97 06/01/1996 180
600052040 NGUYEN JOHN 00808252 $636.33 06/01/1996 180
600052041 POTTER JEAN L 00808253 $805.12 06/01/1996 180
600052042 DIGENNARO ANTHONY 00808254 $841.42 06/01/1996 180
600052043 STOKES JOHNNY 00808255 $1,059.37 06/01/1996 180
600052044 WESTWATER JAMES S JR 00808256 $683.66 06/01/1996 180
600052045 MCCORMACK PAUL F 00808257 $688.59 06/01/1996 180
600052047 SHEWA ABDUL SHUKOOR 00808259 $635.62 06/01/1996 180
<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>
600052033 TOLERICO LOUIS JR $658,000.00 N
600052034 LANK JOANNE $110,000.00 N
600052035 RA CHOONG $310,000.00 N
600052036 TRIPODI LUIS ALBERTO $156,500.00 N
600052037 GENOVESE PASQUALE J $278,000.00 N
600052038 JAFFEE MARVIN M $303,000.00 N
600052039 GILLESPIE JOHN L $222,000.00 N
600052040 NGUYEN JOHN $101,500.00 N
600052041 POTTER JEAN L $136,000.00 N
600052042 DIGENNARO ANTHONY $190,000.00 N
600052043 STOKES JOHNNY $250,000.00 N
600052044 WESTWATER JAMES S JR $124,500.00 N
600052045 MCCORMACK PAUL F $255,000.00 N
600052047 SHEWA ABDUL SHUKOOR $108,000.00 N
</TABLE>
<PAGE>
(vlegal.ace v1.4) Page 27
RUN DATE: 06/27/1996 PNC MORTGAGE SECURITIES CORP.
TIME: 16:54:09 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 06/01/1996
POOL NUMBER: 1381 POOL NAME: 1996-2
<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
600052048 BOYNTON PAMELA A 8844 SPRING VALLEY DRIVE BOYNTON BEA FL 33437 $57,636.02
600052049 ZHOU ZHOU-XI 1 HURON WAY LAWRENCEVIL NJ 08648 $78,241.11
<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
600052048 BOYNTON PAMELA A 9.750 .250 9.500 .0500 9.450 03/01/2010
600052049 ZHOU ZHOU-XI 9.625 .250 9.375 .0500 9.325 03/01/2010
<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
------ -------------------- --------------- --------- -- -------- ----
<S> <C> <C> <C> <C> <C> <C>
600052048 BOYNTON PAMELA A 00808260 $635.62 06/01/1996 180
600052049 ZHOU ZHOU-XI 00808261 $902.43 06/01/1996 180
<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>
600052048 BOYNTON PAMELA A $170,000.00 N
600052049 ZHOU ZHOU-XI $144,000.00 N
</TABLE>
<PAGE>
(vlegal.ace v1.4) Page 28
RUN DATE: 06/27/1996 PNC MORTGAGE SECURITIES CORP.
TIME: 16:54:09 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 06/01/1996
POOL NUMBER: 1381 POOL NAME: 1996-2
<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>
<S> <C> <C> <C> <C> <C> <C>
LOAN # OF CURRENT PROPERTY ORIG LOAN
COUNT BUYDOWN BALANCE VALUE AMOUNT P & I
** POOL ----- ------- ------- --------- --------- -----
** TOTAL 366 0 86,542,998.26 161,507,500.00 98,324,340.00 879,951.24
</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)
repurchase of the mortgage by Seller, and (v) termination of this Contract, or
similar event, and all such warranties shall inure to the
- --------------------------------------------------------------------------------
PNC MORTGAGE SECURITIES CORP., 75 N. FAIRWAY DRIVE, VERNON HILLS, ILLINIOS 60061
PNC
- ---------------------------------------------------------------------------1001
(10/94)
PAGE 1 OF 4
<PAGE>
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
- --------------------------------------------------------------------------------
PNC MORTGAGE SECURITIES CORP., 75 N. FAIRWAY DRIVE, VERNON HILLS, ILLINIOS 60061
PNC
1001
- ------------------------------------------------------------------------(10/94)
PAGE 2 OF 4
<PAGE>
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.
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
440 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.
- --------------------------------------------------------------------------------
PNC MORTGAGE SECURITIES CORP., 75 N. FAIRWAY DRIVE, VERNON HILLS, ILLINIOS 60061
PNC
1001
- ------------------------------------------------------------------------(10/94)
PAGE 3 OF 4
<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 authorized officer Date
Agreed to and accepted by PNC MORTGAGE SECURITIES CORP.
- --------------------------------------------------------------------------------
Typed name and title of authorized representative
- ------------------------------------------ --------------------------------
Signature of authorized representative Date
- --------------------------------------------------------------------------------
PNC MORTGAGE SECURITIES CORP., 75 N. FAIRWAY DRIVE, VERNON HILLS, ILLINIOS 60061
PNC
1001
- ------------------------------------------------------------------------(10/94)
PAGE 4 OF 4
<PAGE>
Exhibit F
FORM OF TRANSFEROR CERTIFICATE FOR
CLASS B-4 AND CLASS B-5 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 1996-2, CLASS [B-4] [B-5] (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 AND CLASS B-5 CERTIFICATES
[Date]
First Bank National Association
180 East 5th Street, SPFT0210
St. Paul, MN 55101
PNC Mortgage Securities Corp.
440 N. Fairway Drive
Vernon Hills, Illinois 60061
The undersigned (the "Purchaser") proposes to purchase [Class B-4] [Class
B-5] Certificates evidencing an undivided interest in PNC Mortgage Securities
Corp. Mortgage Pass-Through Certificates, Series 1996-2 (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 June 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 1996-2.
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 1996-2
(THE "TRUST") [CLASS B-4] [CLASS B-5]
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:
G-3
<PAGE>
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__.
________________________________
Notary Public
G-4
<PAGE>
Exhibit H
RESERVED
H-1
<PAGE>
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 1996-2, Class R
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 1996-2, Class R (the "Certificate"),
pursuant to Section 5.01 of the Pooling and Servicing Agreement (the "Pooling
Agreement"), dated as of June 1, 1996 among PNC Mortgage Securities Corp., as
packager 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.
I-1
<PAGE>
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: _________________________________
I-2
<PAGE>
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 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 Certificates, and (ii) is acquiring the Class
R 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 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 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 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 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 Certificates and the provisions of Section 5.01 of the Pooling
Agreement under which the Class R Certificates were issued
J-1
<PAGE>
(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.
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 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
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
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 Trust Fund.
15. The Owner hereby agrees that it will not take any action that could
endanger the REMIC status of the Trust Fund 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 Certificates has represented to
their transferor that, if the Class R 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 Certificates as they become due.
J-2
<PAGE>
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__
j-3
<PAGE>
Exhibit K
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 "Trust Fund") whose assets
consist of, among other things, a pool (the "Mortgage Pool") of conventional
one- to four-family fixed-rate 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 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 on the reverse hereof, 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.
k-1
<PAGE>
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:
-----------------------------
K-2
<PAGE>
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 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 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 each
Class of Certificates evidencing Percentage Interests aggregating not less than
66% of the 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 the
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.
K-3
<PAGE>
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 therein set
forth, Certificates are exchangeable for new Certificates of Authorized
Denominations evidencing the same aggregate interest in the portion of the
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 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
Trust Fund subject thereto 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 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 June 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 June 28, 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
L-1
<PAGE>
disposition of the Rule 144A Securities a violation of Section 5 of the
1933 Act or require registration 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 5.02(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:
L-2
<PAGE>
No. No.
---------------------------- ------------------------------
Date: Date:
---------------------------- ------------------------------
L-3
<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.
- --------------------
(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>
___ 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.
___ 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 June 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 1996-2
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 clause (vi) 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
