PNC MORTGAGE SECURITIES CORP, 8-K, 1997-03-06

PNC MORTGAGE SECURITIES CORP
8-K, 1997-03-06
FINANCE SERVICES

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<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

February 27, 1997
(date of earliest event reported)

PNC MORTGAGE SECURITIES CORP.
as Depositor and Master Servicer under a
Pooling and Servicing Agreement
dated as of February 1, 1997
providing for the issuance of

$175,602,216

MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 1997-2

Delaware 33-84896 T/B/D

(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:

(847) 549-6500

<PAGE>

Item 5. OTHER EVENTS

DESCRIPTION OF THE CERTIFICATES AND THE MORTGAGE POOL.

On February 27, 1997 (the "Closing Date"), PNC Mortgage Securities Corp.
(the "Company"), pursuant to a pooling and servicing agreement, dated as of
February 1, 1997, between the Company and First Bank National Association, as
trustee, caused the Mortgage Pass-Through Certificates, Series 1997-2, to be
issued (the "Certificates") which consist of the following sixteen classes: (i)
Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-6 and Class A-7
(the "Class A Certificates"), (ii) Class X and Class P, (iii) Class B-1, Class
B-2 and Class B-3 (the "Senior Subordinate Certificates"), (iv) Class B-4, Class
B-5 and Class B-6 (the "Junior Subordinate Certificates" and, together with the
Senior Subordinate Certificates, the "Subordinate Certificates" or the "Class B
Certificates") and (v) Class R. The Class A, Class X, Class P and Class R
Certificates are referred to as the "Senior Certificates". The Class A-4
Certificates are sometimes referred to as the "Lockout Certificates". The Class
A-3 Certificates are sometimes referred to as the "Insured Certificates". Only
the Senior Certificates and the Senior Subordinate Certificates (collectively,
the "Offered Certificates") are offered to the public pursuant to the Company's
Prospectus dated November 21, 1996 (the "Prospectus"), and Prospectus Supplement
dated February 24, 1997 (the "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 30 years (the "Mortgage Loans")
deposited and master serviced by the Company, a certificate guaranty insurance
policy with respect to the Insured Certificates (the "Certificate Insurance
Policy") issued by MBIA Insurance Corporation (the "Certificate Insurer") which
will insure the receipt of certain interest distributions to be made with
respect to the Insured Certificates and will cover the principal portion of
realized losses allocated to the Insured Certificates with respect to each
Distribution Date (subject to certain limitations as specified in the Prospectus
and Prospectus Supplement), and certain other assets, as described in the
Prospectus and Prospectus Supplement. Certain interest shortfalls on the
Insured Certificates arising out of Curtailments or Payoffs on the Mortgage
Loans will be paid out of the Reserve Fund, to the extent funds are available
therein. The Reserve Fund is not an asset of the Trust. Only the Insured
Certificates are insured by the Certificate Insurer and no other Certificates
are insured.

- ---------------------------

Capitalized terms used herein and not otherwise defined shall have the
meanings assigned to them in the Prospectus, dated November 21, 1996, and
Prospectus Supplement, dated February 24, 1997, of PNC Mortgage Securities
Corp., relating to its Mortgage Pass-Through Certificates, Series 1997-2.

<PAGE>

The Company has caused an election to be made to treat the Trust as a "real
estate mortgage investment conduit" (a "REMIC") for federal income tax purposes.
All of 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 Offered Certificates evidence interests only in the Trust and are
payable solely from amounts received with respect thereto.

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:
<TABLE>
<CAPTION>

INITIAL CLASS INITIAL LAST SCHEDULED
CLASS PRINCIPAL BALANCE REMITTANCE RATE (1) DISTRIBUTION DATE
----- ----------------- ------------------- -----------------
<S> <C> <C> <C>
Class A-1 $ 35,500,000.00 7.750% March 25, 2027
Class A-2 19,885,000.00 7.500% March 25, 2027
Class A-3 10,000,000.00 7.500% March 25, 2027
Class A-4 17,442,000.00 7.500% March 25, 2027
Class A-5 35,500,000.00 7.250% March 25, 2027
Class A-6 3,550,000.00 7.500% March 25, 2027
Class A-7 44,352,593.00 7.500% March 25, 2027
Class X 0.00 7.500% (2) March 25, 2027
Class P 947,573.00 (3) March 25, 2027
Class B-1 4,877,000.00 7.500% March 25, 2027
Class B-2 1,774,000.00 7.500% March 25, 2027
Class B-3 1,774,000.00 7.500% March 25, 2027
Class R 50.00 7.500% March 25, 2027

</TABLE>

- --------------------------

(1) Interest distributed to the Offered Certificates (other than the Class P
Certificates which will not be entitled to receive distributions of
interest) on each Distribution Date will have accrued during the preceding
calendar month at the applicable per annum Remittance Rate.

(2) The Remittance Rate on the Class X Certificates will be 7.500% per annum.
The Class X Certificates will accrue interest on the Class X Notional
Amount. The "Class X Notional Amount" with respect to any Distribution
Date will equal the product of (x) the aggregate scheduled principal
balance, as of the second preceding Due Date after giving effect to
payments scheduled to be received as of such Due Date, whether or not
received, or with respect to the initial Distribution Date, as of the
Cut-Off Date, of the Mortgage Loans having Pass-Through Rates in excess of
7.500% per annum (the "Premium Rate Mortgage Loans") and (y) a fraction,
the numerator of which is the weighted average of the Stripped Interest
Rates (as defined in the Prospectus and Prospectus Supplement) for the
Premium Rate Mortgage Loans as of such Due Date and the denominator of
which is 7.500%. The Class X Notional Amount as of the Cut-Off Date was
approximately $8,003,802. The Class X Certificates are not entitled to
receive distributions of principal.

(3) The Class P Certificates are not entitled to receive distributions of
interest.

The Mortgage Pool consists of Mortgage Loans having an aggregate principal
balance outstanding as of February 1, 1997 (the "Cut-Off Date"), after deducting
payments due on or before that date, of approximately $177,376,357.

<PAGE>

Each Mortgage Loan has a first payment date during the period from July
1990 through March 1997, inclusive, and has an original term to maturity of not
more than 30 years. As of the Cut-Off Date, the Mortgage Interest Rate on each
Mortgage Loan was not less than 6.875% and not more than 10.875% per annum. As
of the Cut-Off Date, the weighted average of the Mortgage Interest Rates on the
Mortgage Loans was approximately 8.090% per annum.

Each Mortgage Loan has a pass-through rate (the "Pass-Through Rate") equal
to the excess, if any, of the Mortgage Interest Rate for such Mortgage Loan over
the sum of the Servicing Fee and the Master Servicing Fee for such Mortgage
Loan. As of the Cut-Off Date, the Pass-Through Rate for each Mortgage Loan was
not less than 6.580% and not more than 10.580% per annum. As of the Cut-Off
Date, the weighted average of the Pass-Through Rates for the Mortgage Loans was
approximately 7.798% per annum.

All of the Mortgage Loans have principal and interest payable on the first
day of each month (the "Due Date"). Approximately 0.5% of the Mortgage Loans
are Buydown Loans. The latest original scheduled maturity of any Mortgage Loan
is February 2027. Each of the Mortgage Loans have original terms to maturity
ranging from 20 to 30 years, and as of the Cut-Off Date, the weighted average
remaining term to maturity (adjusted for Curtailments) of the Mortgage Loans was
approximately 356.6 months. At origination, based upon an appraisal of the
Mortgaged Property securing each Mortgage Loan, approximately 84.5% of the
Mortgage Loans had Loan-to-Value Ratios less than or equal to 80%, and
approximately 15.5% 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 75.6%. As of the
Cut-Off Date, the weighted average of the Loan-to-Value Ratios of the Mortgage
Loans was approximately 75.5%. As of the Cut-Off Date, approximately 15.7% of
the Mortgage Loans were covered by a Primary Insurance Policy. All of the
Mortgage Loans with Loan-to-Value Ratios as of the Cut-Off Date in excess of 80%
were covered by a Primary Insurance Policy with the exception of one Mortgage
Loan that as of the Cut-Off Date had an aggregate principal balance of $493,274.
At origination, each Mortgage Loan had a principal balance of not less than
$40,300 nor more than $1,400,000, and the average principal balance of the
Mortgage Loans as of the Cut-Off Date was approximately $322,502. Based solely
on representations of the Mortgagors obtained at the origination of the related
Mortgage Loans, approximately 97.0% of the Mortgage Loans were secured by
owner-occupied Mortgaged Properties which were the primary residences of the
related Mortgagors, approximately 2.5% of the Mortgage Loans were secured by
owner-occupied Mortgaged Properties which were second or vacation homes of the
related Mortgagors and approximately 0.5% of the Mortgage Loans were secured by
Mortgaged Properties which were investor properties of the related Mortgagors.
None of the Mortgage Loans are secured by interests in cooperative apartments.
The aggregate principal balance of Mortgage Loans in the Mortgage Pool
originated under a no documentation program (including certain Mortgage Loans
for which neither verification of income nor deposits was required) was
approximately $4,045,524 as of the Cut-Off Date, which was approximately 2.3% 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 no
documentation program

<PAGE>

was approximately 72.3%. The aggregate principal balance of the Mortgage Loans
in the Mortgage Pool originated under a reduced documentation program (including
certain Mortgage Loans for which verification of either income or deposits was
not required), which generally limits the original Loan-to-Value Ratio of the
Mortgage Loan, was approximately $15,233,365, which was approximately 8.6% 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 program was approximately 68.5%. Approximately 0.9% of the
Mortgage Loans were refinances of existing mortgage loans for which no
appraisals were obtained at the time of refinance; the Loan-to-Value Ratios of
such Mortgage Loans were computed using the appraisals done at the time of the
refinanced mortgage loans. Approximately 1.4% of the Mortgage Loans were
purchase mortgage loans for which no appraisals were obtained at the time of
origination; the Loan-to-Value Ratios of such Mortgage Loans were computed using
the purchase price of the related Mortgage Property.

Approximately 37.3% of the Mortgage Loans were secured by Mortgaged
Properties located in California; 14.5% in Illinois; 7.3% in Florida; no other
single state contained Mortgaged Properties securing more than 5% of the
Mortgage Loans. No more than 1.0% of the Mortgage Loans was secured by
Mortgaged Properties located in any one California zip code area, and no more
than 1.2% of the Mortgage Loans was secured by Mortgaged Properties located in
any other single zip code area. Approximately 52.3% of the Mortgage Loans were
originated for the purpose of refinancing existing mortgage debt, including
cash-out refinancings. Approximately 47.7% of the Mortgage Loans were
originated for the purpose of purchasing the Mortgaged Property.

The Servicing Fee with respect to each Mortgage Loan ranges from a minimum
of 0.150% to a maximum of 0.375%, with a weighted average of 0.244%. The Master
Servicing Fee with respect to each Mortgage Loan ranges from a minimum of 0.045%
to a maximum of 0.100%, with a weighted average of 0.047%. See "Description of
the 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.

<PAGE>

a) Number of loans: 550
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
---------- ------ ---------------- ------------
6.875% 1 $ 222,068.75 0.13 %
7.000% 3 $ 727,104.61 0.41 %
7.125% 1 $ 439,648.14 0.25 %
7.250% 3 $ 960,173.76 0.54 %
7.375% 8 $ 2,366,217.52 1.33 %
7.500% 21 $ 5,859,118.82 3.30 %
7.625% 36 $ 10,794,502.67 6.09 %
7.750% 88 $ 28,334,851.68 15.97 %
7.875% 90 $ 30,538,319.47 17.22 %
7.990% 1 $ 329,554.80 0.19 %
8.000% 69 $ 21,965,124.61 12.38 %
8.125% 48 $ 15,822,119.96 8.92 %
8.250% 52 $ 15,819,096.20 8.92 %
8.375% 34 $ 10,569,370.95 5.96 %
8.500% 21 $ 6,537,714.25 3.69 %
8.625% 20 $ 6,337,446.03 3.57 %
8.750% 23 $ 8,322,490.97 4.69 %
8.875% 16 $ 5,308,749.91 2.99 %
9.000% 3 $ 874,008.61 0.49 %
9.125% 3 $ 1,118,934.85 0.63 %
9.250% 1 $ 619,354.68 0.35 %
9.375% 1 $ 1,393,434.60 0.79 %
9.500% 1 $ 577,215.94 0.33 %
9.750% 1 $ 212,502.85 0.12 %
10.000% 1 $ 211,230.64 0.12 %
10.125% 1 $ 210,937.53 0.12 %
10.500% 1 $ 453,638.50 0.26 %
10.625% 1 $ 191,049.96 0.11 %
10.875% 1 $ 260,376.19 0.15 %
----- ---------------- -----------
TOTAL 550 $ 177,376,357.45 100.00 %
----- ----------------
----- ----------------

<PAGE>

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)
------------------ -------------- ----------- --------------
6.501 - 6.750% $ 949,173.36 6.971% 354
6.751 - 7.000% $ 729,421.90 7.175% 359
7.001 - 7.250% $ 8,895,736.34 7.448% 359
7.251 - 7.500% $ 38,593,732.65 7.715% 358
7.501 - 7.750% $ 53,368,620.58 7.926% 358
7.751 - 8.000% $ 31,393,716.16 8.187% 358
8.001 - 8.250% $ 17,529,920.83 8.422% 357
8.251 - 8.500% $ 14,484,601.37 8.697% 355
8.501 - 8.750% $ 6,312,929.57 8.897% 351
8.751 - 9.000% $ 1,608,118.48 9.173% 348
9.001 - 9.250% $ 1,970,650.54 9.412% 353
9.251 - 9.500% $ 212,502.85 9.750% 291
9.501 - 9.750% $ 211,230.64 10.000% 287
9.751 - 10.000% $ 210,937.53 10.125% 281
10.001 - 10.250% $ 453,638.50 10.500% 281
10.251 - 10.500% $ 191,049.96 10.625% 280
10.501 - 10.750% $ 260,376.19 10.875% 281
--------------- ------ ------
$177,376,357.45 8.090% * 357 *
---------------
---------------

* Represents a weighted average (by principal balance) of all the
Mortgage Loans.

<PAGE>

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 1 $ 39,916.06 0.02 %
$ 50,001 - 75,000 1 $ 61,453.20 0.03 %
$ 75,001 - 100,000 6 $ 546,997.37 0.31 %
$100,001 - 150,000 2 $ 277,384.08 0.16 %
$150,001 - 200,000 8 $ 1,451,705.28 0.82 %
$200,001 - 250,000 121 $ 27,621,110.24 15.57 %
$250,001 - 300,000 172 $ 47,470,239.53 26.76 %
$300,001 - 350,000 89 $ 28,862,955.66 16.27 %
$350,001 - 400,000 57 $ 21,364,365.43 12.04 %
$400,001 - 450,000 28 $ 11,928,036.95 6.72 %
$450,001 - 500,000 18 $ 8,661,746.78 4.88 %
OVER $500,000 47 $ 29,090,446.87 16.40 %
------ ---------------- ------------
TOTAL 550 $ 177,376,357.45 100.00 %
------ ----------------
------ ----------------

Outstanding principal balance of the smallest Mortgage Loan
at the Cut-Off Date: $39,916.06

Outstanding principal balance of the largest Mortgage Loan
at the Cut-Off Date: $1,393,434.60

<PAGE>

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
------- ------ ---------------- ------------
1990 4 $ 1,116,002.18 0.63 %
1991 2 $ 601,540.61 0.34 %
1992 3 $ 1,068,860.82 0.60 %
1993 4 $ 865,012.69 0.49 %
1995 1 $ 39,916.06 0.02 %
1996 35 $ 12,176,574.83 6.86 %
1997 501 $ 161,508,450.26 91.05 %
------ ---------------- ------------
TOTAL 550 $ 177,376,357.45 100.00 %
------ ----------------
------ ----------------

<PAGE>

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
-------------- ------ ---------------- ------------
60.000% OR LESS 45 $ 14,097,099.73 7.95 %
60.001-70.000% 81 $ 27,205,312.49 15.34 %
70.001-75.000% 106 $ 37,366,742.45 21.07 %
75.001-80.000% 221 $ 71,292,322.08 40.19 %
80.001-85.000% 9 $ 2,930,396.83 1.65 %
85.001-90.000% 68 $ 19,702,699.00 11.11 %
90.001-95.000% 20 $ 4,781,784.87 2.70 %
------ ---------------- ----------
TOTAL 550 $ 177,376,357.45 100.00 %
------ ----------------
------ ----------------

<PAGE>

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 447 $ 144,808,923.04 81.64 %
DUPLEX 5 $ 2,098,083.14 1.18 %
FOURPLEX 3 $ 868,045.80 0.49 %
TOWNHOUSE 4 $ 1,111,237.97 0.63 %
CONDOMINIUM 21 $ 5,298,789.24 2.99 %
PLANNED UNIT DEVELOPMENT 64 $ 20,820,811.08 11.74 %
HI-RISE CONDO 6 $ 2,370,467.18 1.34 %
------ ----------------- ------------
TOTAL 550 $ 177,376,357.45 100.00 %
------ -----------------
------ -----------------

<PAGE>

h) Geographic Distribution by state:

AGGREGATE PERCENTAGE
NUMBER BALANCES AS OF AGGREGATE
OF OF THE CUT- BALANCE OF
STATE LOANS OFF DATE POOL
-------------------- ------ ----------------- ------------
ALABAMA 1 $ 487,719.24 0.27 %
ALASKA 1 $ 405,741.10 0.23 %
ARIZONA 9 $ 3,618,796.95 2.04 %
ARKANSAS 4 $ 1,103,700.40 0.62 %
CALIFORNIA 211 $ 66,123,905.24 37.28 %
COLORADO 21 $ 7,660,621.84 4.32 %
CONNECTICUT 7 $ 2,339,783.43 1.32 %
DELAWARE 1 $ 591,096.29 0.33 %
DISTRICT OF COLUMBIA 2 $ 674,469.75 0.38 %
FLORIDA 43 $ 12,935,913.67 7.29 %
GEORGIA 9 $ 3,062,468.19 1.73 %
HAWAII 2 $ 1,172,278.99 0.66 %
IDAHO 1 $ 251,826.58 0.14 %
ILLINOIS 79 $ 25,655,676.65 14.46 %
INDIANA 5 $ 1,408,324.36 0.79 %
KANSAS 1 $ 296,000.00 0.17 %
KENTUCKY 3 $ 990,830.88 0.56 %
MAINE 1 $ 278,822.10 0.16 %
MARYLAND 8 $ 2,591,754.19 1.46 %
MASSACHUSETTS 10 $ 3,412,359.97 1.92 %
MICHIGAN 19 $ 6,147,791.49 3.47 %
MINNESOTA 2 $ 571,501.91 0.32 %
MISSOURI 4 $ 1,392,970.90 0.79 %
MONTANA 2 $ 905,446.86 0.51 %
NEBRASKA 1 $ 718,841.76 0.41 %
NEVADA 2 $ 657,573.77 0.37 %
NEW HAMPSHIRE 2 $ 585,576.69 0.33 %
NEW JERSEY 20 $ 6,520,685.72 3.68 %
NEW MEXICO 2 $ 422,715.29 0.24 %
NEW YORK 11 $ 3,990,412.43 2.25 %
OHIO 3 $ 883,008.96 0.50 %
OKLAHOMA 2 $ 515,548.70 0.29 %
OREGON 5 $ 1,740,695.41 0.98 %
PENNSYLVANIA 10 $ 2,878,962.86 1.62 %
RHODE ISLAND 2 $ 437,690.80 0.25 %
SOUTH CAROLINA 2 $ 923,444.80 0.52 %
TENNESSEE 2 $ 770,716.63 0.43 %
TEXAS 17 $ 5,252,820.21 2.96 %
UTAH 5 $ 1,443,857.39 0.81 %
VIRGINIA 8 $ 2,438,437.47 1.37 %
WASHINGTON 8 $ 2,639,886.98 1.49 %
WISCONSIN 2 $ 475,680.60 0.27 %
------ ----------------- ------------
TOTAL 550 $ 177,376,357.45 100.00 %

<PAGE>

i) Scheduled maturity years:

AGGREGATE PERCENTAGE
YEAR NUMBER BALANCES AS OF AGGREGATE
OF OF OF THE CUT- BALANCE OF
MATURITY LOANS OFF DATE POOL
-------- ------ ------------------ ------------
2016 1 $ 234,186.90 0.13 %
2017 1 $ 247,465.88 0.14 %
2019 1 $ 586,435.93 0.33 %
2020 4 $ 1,116,002.18 0.63 %
2021 3 $ 814,043.46 0.46 %
2022 1 $ 269,922.04 0.15 %
2023 4 $ 865,012.69 0.49 %
2025 2 $ 626,676.56 0.35 %
2026 130 $ 43,365,435.25 24.45 %
2027 403 $ 129,251,176.56 72.87 %
------ ------------------ ------------
TOTAL 550 $ 177,376,357.45 100.00 %
------ ------------------
------ ------------------

Weighted average (by principal balance) remaining term
(adjusted for curtailments) of the Mortgage Loans
calculated as of the Cut-Off Date: 356.6

Latest scheduled maturity of any Mortgage Loan:
February, 2027

<PAGE>

j) Original Terms:

AGGREGATE PERCENTAGE
NUMBER BALANCES AS OF AGGREGATE
LOAN TERM OF OF THE CUT- BALANCE OF
(IN MONTHS) LOANS OFF DATE POOL
--------------- ------ ---------------- ------------
240 2 $ 481,652.78 0.27 %
331 1 $ 586,435.93 0.33 %
348 2 $ 799,263.35 0.45 %
349 1 $ 257,716.94 0.15 %
350 1 $ 306,066.60 0.17 %
355 1 $ 399,748.20 0.23 %
360 542 $ 174,545,473.65 98.40 %
------ ---------------- ------------
TOTAL 550 $ 177,376,357.45 100.00 %
------ ----------------
------ ----------------

<PAGE>

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 490 $ 158,097,469.12 89.13 %
LIMITED DOCUMENTATION 50 $ 15,233,364.82 8.59 %
NO DOCUMENTATION 10 $ 4,045,523.51 2.28 %
------ ---------------- ------------
TOTAL 550 $ 177,376,357.45 100.00 %
------ ----------------
------ ----------------

<PAGE>

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 February 1, 1997.

<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

Dated: February 27, 1997.

PNC MORTGAGE SECURITIES
CORP.
(Registrant)

By: \s\ Thomas G. Lehmann
---------------------
Thomas G. Lehmann
Vice President
(Authorized Officer)

<PAGE>

EXECUTION VERSION

PNC MORTGAGE SECURITIES CORP.,

as Depositor and Master Servicer

and

FIRST BANK
NATIONAL ASSOCIATION,

as Trustee

POOLING AND SERVICING AGREEMENT

$177,376,357.45

PNC Mortgage Securities Corp.

Mortgage Pass-Through Certificates
Series 1997-2

Cut-Off Date: February 1, 1997

<PAGE>

TABLE OF CONTENTS
PAGE

Preliminary Statement. . . . . . . . . . . . . . . . . . . . . . . . . . . 1

ARTICLE I

Section 1.01. DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . 3
Aggregate Certificate Principal Balance. . . . . . . . . . . 3
Appraised Value. . . . . . . . . . . . . . . . . . . . . . . 3
Assignment of Proprietary Lease. . . . . . . . . . . . . . . 3
Authenticating Agent . . . . . . . . . . . . . . . . . . . . 3
Authorized Denomination. . . . . . . . . . . . . . . . . . . 3
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. . . . . . . . . . . . . . . . . . . . . . 6
Buydown Fund . . . . . . . . . . . . . . . . . . . . . . . . 6
Buydown Fund Account . . . . . . . . . . . . . . . . . . . . 6
Buydown Loan . . . . . . . . . . . . . . . . . . . . . . . . 6
Certificate. . . . . . . . . . . . . . . . . . . . . . . . . 6
Certificate Account. . . . . . . . . . . . . . . . . . . . . 6
Certificate Distribution Amount. . . . . . . . . . . . . . . 6
Certificate Insurance Policy . . . . . . . . . . . . . . . . 11
Certificate Insurer. . . . . . . . . . . . . . . . . . . . . 11
Certificate Insurer Default. . . . . . . . . . . . . . . . . 11
Certificate Insurer Reimbursement Amount . . . . . . . . . . 11
Certificate Principal Balance. . . . . . . . . . . . . . . . 11
Certificate Register and Certificate Registrar . . . . . . . 11
Certificateholder or Holder. . . . . . . . . . . . . . . . . 11
Class. . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Class A Certificates . . . . . . . . . . . . . . . . . . . . 12
Class A-1 Certificates . . . . . . . . . . . . . . . . . . . 12
Class A-2 Certificates . . . . . . . . . . . . . . . . . . . 12
Class A-3 Certificates . . . . . . . . . . . . . . . . . . . 12
Class A-3 Rounding Account . . . . . . . . . . . . . . . . . 12
Class A-4 Adjusted Percentage. . . . . . . . . . . . . . . . 12
Class A-4 Certificates . . . . . . . . . . . . . . . . . . . 13
Class A-4 Liquidation Amount . . . . . . . . . . . . . . . . 13
Class A-4 Percentage . . . . . . . . . . . . . . . . . . . . 13
Class A-4 Prepayment Percentage. . . . . . . . . . . . . . . 13
Class A-4 Principal Distribution Amount. . . . . . . . . . . 13
Class A-5 Certificates . . . . . . . . . . . . . . . . . . . 13

<PAGE>

PAGE

Class A-6 Certificates . . . . . . . . . . . . . . . . . . . 13
Class A-7 Certificates . . . . . . . . . . . . . . . . . . . 13
Class B Certificates . . . . . . . . . . . . . . . . . . . . 13
Class B-1 Certificates . . . . . . . . . . . . . . . . . . . 13
Class B-2 Certificates . . . . . . . . . . . . . . . . . . . 13
Class B-3 Certificates . . . . . . . . . . . . . . . . . . . 13
Class B-4 Certificates . . . . . . . . . . . . . . . . . . . 14
Class B-5 Certificates . . . . . . . . . . . . . . . . . . . 14
Class B-6 Certificates . . . . . . . . . . . . . . . . . . . 14
Class P Certificates . . . . . . . . . . . . . . . . . . . . 14
Class P Fraction . . . . . . . . . . . . . . . . . . . . . . 14
Class P Mortgage Loan. . . . . . . . . . . . . . . . . . . . 14
Class Principal Balance. . . . . . . . . . . . . . . . . . . 14
Class R Certificates . . . . . . . . . . . . . . . . . . . . 14
Class X Certificates . . . . . . . . . . . . . . . . . . . . 14
Class X Notional Amount. . . . . . . . . . . . . . . . . . . 15
Clearing Agency. . . . . . . . . . . . . . . . . . . . . . . 15
Closing Date . . . . . . . . . . . . . . . . . . . . . . . . 15
Code . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Company. . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Compensating Interest. . . . . . . . . . . . . . . . . . . . 15
Cooperative. . . . . . . . . . . . . . . . . . . . . . . . . 15
Cooperative Apartment. . . . . . . . . . . . . . . . . . . . 15
Cooperative Lease. . . . . . . . . . . . . . . . . . . . . . 15
Cooperative Loans. . . . . . . . . . . . . . . . . . . . . . 15
Cooperative Stock. . . . . . . . . . . . . . . . . . . . . . 15
Cooperative Stock Certificate. . . . . . . . . . . . . . . . 16
Corporate Trust Office . . . . . . . . . . . . . . . . . . . 16
Credit Support Depletion Date. . . . . . . . . . . . . . . . 16
Curtailment. . . . . . . . . . . . . . . . . . . . . . . . . 16
Curtailment Shortfall. . . . . . . . . . . . . . . . . . . . 16
Custodial Account for P&I. . . . . . . . . . . . . . . . . . 16
Custodial Account for Reserves . . . . . . . . . . . . . . . 16
Custodial Agreement. . . . . . . . . . . . . . . . . . . . . 17
Custodian. . . . . . . . . . . . . . . . . . . . . . . . . . 17
Cut-Off Date . . . . . . . . . . . . . . . . . . . . . . . . 17
Deceased Holder. . . . . . . . . . . . . . . . . . . . . . . 17
Deficiency Amount. . . . . . . . . . . . . . . . . . . . . . 17
Definitive Certificates. . . . . . . . . . . . . . . . . . . 17
Depositary Agreement . . . . . . . . . . . . . . . . . . . . 17
Destroyed Mortgage Note. . . . . . . . . . . . . . . . . . . 17
Determination Date . . . . . . . . . . . . . . . . . . . . . 17
Disqualified Organization. . . . . . . . . . . . . . . . . . 17
Distribution Date. . . . . . . . . . . . . . . . . . . . . . 18
DTC. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
DTC Participant. . . . . . . . . . . . . . . . . . . . . . . 18
Due Date . . . . . . . . . . . . . . . . . . . . . . . . . . 18
Eligible Institution . . . . . . . . . . . . . . . . . . . . 18

<PAGE>

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Eligible Investments . . . . . . . . . . . . . . . . . . . . 18
ERISA. . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
Event of Default . . . . . . . . . . . . . . . . . . . . . . 19
Excess Liquidation Proceeds. . . . . . . . . . . . . . . . . 19
FDIC . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
FHA. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
FHLB . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
FHLMC. . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
Final Maturity Date. . . . . . . . . . . . . . . . . . . . . 20
Fitch. . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
FNMA . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
Fraud Coverage . . . . . . . . . . . . . . . . . . . . . . . 20
Fraud Coverage Initial Amount. . . . . . . . . . . . . . . . 20
Fraud Loss . . . . . . . . . . . . . . . . . . . . . . . . . 20
Indirect DTC Participants. . . . . . . . . . . . . . . . . . 20
Individual Insured Certificate . . . . . . . . . . . . . . . 20
Insurance Agreement. . . . . . . . . . . . . . . . . . . . . 20
Insured Payment. . . . . . . . . . . . . . . . . . . . . . . 20
Insurance Proceeds . . . . . . . . . . . . . . . . . . . . . 21
Insured Certificates . . . . . . . . . . . . . . . . . . . . 21
Interest Distribution Amount . . . . . . . . . . . . . . . . 21
Investment Account . . . . . . . . . . . . . . . . . . . . . 21
Investment Depository. . . . . . . . . . . . . . . . . . . . 21
Junior Subordinate Certificates. . . . . . . . . . . . . . . 21
Late Payment Rate. . . . . . . . . . . . . . . . . . . . . . 21
Lender . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
Liquidated Mortgage Loan . . . . . . . . . . . . . . . . . . 21
Liquidation Principal. . . . . . . . . . . . . . . . . . . . 22
Liquidation Proceeds . . . . . . . . . . . . . . . . . . . . 22
Living Holder. . . . . . . . . . . . . . . . . . . . . . . . 22
Loan-to-Value Ratio. . . . . . . . . . . . . . . . . . . . . 22
Lockout Percentage . . . . . . . . . . . . . . . . . . . . . 22
Master Servicer. . . . . . . . . . . . . . . . . . . . . . . 22
Master Servicing Fee . . . . . . . . . . . . . . . . . . . . 22
Monthly P&I Advance. . . . . . . . . . . . . . . . . . . . . 22
Monthly Payment. . . . . . . . . . . . . . . . . . . . . . . 22
Mortgage . . . . . . . . . . . . . . . . . . . . . . . . . . 22
Mortgage File. . . . . . . . . . . . . . . . . . . . . . . . 22
Mortgage Interest Rate . . . . . . . . . . . . . . . . . . . 24
Mortgage Loan Schedule . . . . . . . . . . . . . . . . . . . 25
Mortgage Loans . . . . . . . . . . . . . . . . . . . . . . . 25
Mortgage Note. . . . . . . . . . . . . . . . . . . . . . . . 25
Mortgage Pool. . . . . . . . . . . . . . . . . . . . . . . . 25
Mortgaged Property . . . . . . . . . . . . . . . . . . . . . 25
Mortgagor. . . . . . . . . . . . . . . . . . . . . . . . . . 25
Nonrecoverable Advance . . . . . . . . . . . . . . . . . . . 25
Non-U.S. Person. . . . . . . . . . . . . . . . . . . . . . . 25
Notice . . . . . . . . . . . . . . . . . . . . . . . . . . . 26

iii

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PAGE

OTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
Officer's Certificate. . . . . . . . . . . . . . . . . . . . 26
Opinion of Counsel . . . . . . . . . . . . . . . . . . . . . 26
Original Value . . . . . . . . . . . . . . . . . . . . . . . 26
Owner. . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
Ownership Interest . . . . . . . . . . . . . . . . . . . . . 26
Pass-Through Entity. . . . . . . . . . . . . . . . . . . . . 26
Pass-Through Rate. . . . . . . . . . . . . . . . . . . . . . 26
Paying Agent . . . . . . . . . . . . . . . . . . . . . . . . 26
Payoff . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
Payoff Earnings. . . . . . . . . . . . . . . . . . . . . . . 27
Payoff Interest. . . . . . . . . . . . . . . . . . . . . . . 27
Payoff Period. . . . . . . . . . . . . . . . . . . . . . . . 27
Percentage Interest. . . . . . . . . . . . . . . . . . . . . 27
Permitted Transferee . . . . . . . . . . . . . . . . . . . . 28
Person . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
Preference Amount. . . . . . . . . . . . . . . . . . . . . . 28
Premium Rate Mortgage Loans. . . . . . . . . . . . . . . . . 28
Prepaid Monthly Payment. . . . . . . . . . . . . . . . . . . 28
Primary Insurance Policy . . . . . . . . . . . . . . . . . . 28
Principal Balance. . . . . . . . . . . . . . . . . . . . . . 28
Principal Payment. . . . . . . . . . . . . . . . . . . . . . 29
Principal Payment Amount . . . . . . . . . . . . . . . . . . 29
Principal Prepayment . . . . . . . . . . . . . . . . . . . . 29
Principal Prepayment Amount. . . . . . . . . . . . . . . . . 29
Prior Period . . . . . . . . . . . . . . . . . . . . . . . . 29
Pro Rata Allocation. . . . . . . . . . . . . . . . . . . . . 29
Purchase Obligation. . . . . . . . . . . . . . . . . . . . . 29
Purchase Price . . . . . . . . . . . . . . . . . . . . . . . 29
Qualified Insurer. . . . . . . . . . . . . . . . . . . . . . 30
Random Lot . . . . . . . . . . . . . . . . . . . . . . . . . 30
Rating Agency. . . . . . . . . . . . . . . . . . . . . . . . 30
Ratings. . . . . . . . . . . . . . . . . . . . . . . . . . . 30
Realized Loss. . . . . . . . . . . . . . . . . . . . . . . . 30
Record Date. . . . . . . . . . . . . . . . . . . . . . . . . 31
Regular Interest Certificates. . . . . . . . . . . . . . . . 31
Relief Act . . . . . . . . . . . . . . . . . . . . . . . . . 31
REMIC. . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
REMIC Provisions . . . . . . . . . . . . . . . . . . . . . . 31
Remittance Rate. . . . . . . . . . . . . . . . . . . . . . . 31
Reserve Fund . . . . . . . . . . . . . . . . . . . . . . . . 31
Reserve Fund Initial Amount. . . . . . . . . . . . . . . . . 31
Residual Certificates. . . . . . . . . . . . . . . . . . . . 32
Residual Distribution Amount . . . . . . . . . . . . . . . . 32
Responsible Officer. . . . . . . . . . . . . . . . . . . . . 32
S&P. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
Securities Act . . . . . . . . . . . . . . . . . . . . . . . 32
Security Agreement . . . . . . . . . . . . . . . . . . . . . 32

<PAGE>

PAGE

Selling and Servicing Contract . . . . . . . . . . . . . . . 32
Senior Certificates. . . . . . . . . . . . . . . . . . . . . 32
Senior Liquidation Amount. . . . . . . . . . . . . . . . . . 32
Senior Percentage. . . . . . . . . . . . . . . . . . . . . . 33
Senior Prepayment Percentage . . . . . . . . . . . . . . . . 33
Senior Principal Distribution Amount . . . . . . . . . . . . 34
Senior Subordinate Certificates. . . . . . . . . . . . . . . 34
Servicer . . . . . . . . . . . . . . . . . . . . . . . . . . 34
Servicing Fee. . . . . . . . . . . . . . . . . . . . . . . . 34
Servicing Officer. . . . . . . . . . . . . . . . . . . . . . 34
Special Hazard Coverage. . . . . . . . . . . . . . . . . . . 34
Special Hazard Coverage Initial Amount . . . . . . . . . . . 35
Special Hazard Loss. . . . . . . . . . . . . . . . . . . . . 35
Step Down Percentage . . . . . . . . . . . . . . . . . . . . 35
Stripped Interest Rate . . . . . . . . . . . . . . . . . . . 35
Subordinate Certificates . . . . . . . . . . . . . . . . . . 35
Subordinate Liquidation Amount . . . . . . . . . . . . . . . 36
Subordinate Percentage . . . . . . . . . . . . . . . . . . . 36
Subordinate Prepayment Percentage. . . . . . . . . . . . . . 36
Subordinate Principal Distribution Amount. . . . . . . . . . 36
Subordination Level. . . . . . . . . . . . . . . . . . . . . 36
Substitute Mortgage Loan . . . . . . . . . . . . . . . . . . 36
Tax Matters Person . . . . . . . . . . . . . . . . . . . . . 36
Termination Date . . . . . . . . . . . . . . . . . . . . . . 37
Termination Payment. . . . . . . . . . . . . . . . . . . . . 37
Transfer . . . . . . . . . . . . . . . . . . . . . . . . . . 37
Transferee . . . . . . . . . . . . . . . . . . . . . . . . . 37
Transferee Affidavit and Agreement . . . . . . . . . . . . . 37
Trust Fund . . . . . . . . . . . . . . . . . . . . . . . . . 37
Trustee. . . . . . . . . . . . . . . . . . . . . . . . . . . 37
Uncollected Interest . . . . . . . . . . . . . . . . . . . . 37
Uncompensated Interest Shortfall . . . . . . . . . . . . . . 37
Underwriter. . . . . . . . . . . . . . . . . . . . . . . . . 37
Underwriting Standards . . . . . . . . . . . . . . . . . . . 38
Uninsured Cause. . . . . . . . . . . . . . . . . . . . . . . 38
U.S. Person. . . . . . . . . . . . . . . . . . . . . . . . . 38
VA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
Withdrawal Date. . . . . . . . . . . . . . . . . . . . . . . 38

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 38
Section 2.02. ACCEPTANCE BY TRUSTEE. . . . . . . . . . . . . . . . . . . . . 43

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Section 2.03. REPRESENTATIONS AND WARRANTIES OF THECOMPANY CONCERNING
THE MORTGAGE LOANS . . . . . . . . . . . . . . . . . . . . . 44
Section 2.04. AUTHENTICATION OF THE CERTIFICATES . . . . . . . . . . . . . 48

ARTICLE III

ADMINISTRATION AND SERVICING OF MORTGAGE LOANS

Section 3.01. THE COMPANY TO ACT AS MASTER SERVICER. . . . . . . . . . . . 48
Section 3.02. CUSTODIAL ACCOUNTS . . . . . . . . . . . . . . . . . . . . . 50
Section 3.03. THE INVESTMENT ACCOUNT; ELIGIBLE INVESTMENTS . . . . . . . . 50
Section 3.04. THE CERTIFICATE ACCOUNT. . . . . . . . . . . . . . . . . . . 51
Section 3.05. PERMITTED WITHDRAWALS FROM THE CERTIFICATE ACCOUNT AND
CUSTODIAL ACCOUNTS FOR P&I AND OF BUYDOWN FUNDS FROM THE
BUYDOWN FUND ACCOUNTS. . . . . . . . . . . . . . . . . . . . 52
Section 3.06. MAINTENANCE OF PRIMARY INSURANCE POLICIES; COLLECTIONS
THEREUNDER . . . . . . . . . . . . . . . . . . . . . . . . . 53
Section 3.07. MAINTENANCE OF HAZARD INSURANCE. . . . . . . . . . . . . . . 53
Section 3.08. ENFORCEMENT OF DUE-ON-SALE CLAUSES; ASSUMPTION AGREEMENTS. . 54
Section 3.09. REALIZATION UPON DEFAULTED MORTGAGE LOANS. . . . . . . . . . 55
Section 3.10. TRUSTEE TO COOPERATE; RELEASE OF MORTGAGE FILES. . . . . . . 56
Section 3.11. COMPENSATION TO THE MASTER SERVICER AND THE SERVICERS. . . . 57
Section 3.12. REPORTS TO THE TRUSTEE AND THE CERTIFICATE INSURER;
CERTIFICATE ACCOUNT STATEMENT. . . . . . . . . . . . . . . . 57
Section 3.13. ANNUAL STATEMENT AS TO COMPLIANCE. . . . . . . . . . . . . . 58
Section 3.14. ACCESS TO CERTAIN DOCUMENTATION AND INFORMATION REGARDING
THE MORTGAGE LOANS . . . . . . . . . . . . . . . . . . . . . 58
Section 3.15. ANNUAL INDEPENDENT PUBLIC ACCOUNTANTS" SERVICING REPORT. . . 58
Section 3.16. MAINTENANCE OF THE CERTIFICATE INSURANCE POLICY; COLLECTIONS
THEREUNDER . . . . . . . . . . . . . . . . . . . . . . . . . 58
Section 3.17. MAINTENANCE OF THE RESERVE FUND; COLLECTION THEREUNDER . . . 59
Section 3.18. MAINTENANCE OF THE CLASS A-3 ROUNDING ACCOUNT; COLLECTIONS
THEREUNDER . . . . . . . . . . . . . . . . . . . . . . . . . 60
Section 3.19. [RESERVED.]. . . . . . . . . . . . . . . . . . . . . . . . . 61
Section 3.20. [RESERVED.]. . . . . . . . . . . . . . . . . . . . . . . . . 61
Section 3.21. ASSUMPTION OR TERMINATION OF SELLING AND SERVICING
CONTRACTS BY TRUSTEE . . . . . . . . . . . . . . . . . . . . 61

ARTICLE IV

PAYMENTS TO CERTIFICATEHOLDERS; PAYMENT OF EXPENSES

Section 4.01. DISTRIBUTIONS TO CERTIFICATEHOLDERS. . . . . . . . . . . . . 62
Section 4.02. STATEMENTS TO CERTIFICATEHOLDERS . . . . . . . . . . . . . . 63
Section 4.03. ADVANCES BY THE MASTER SERVICER; DISTRIBUTION REPORTS TO THE
TRUSTEE. . . . . . . . . . . . . . . . . . . . . . . . . . . 64
Section 4.04. NONRECOVERABLE ADVANCES. . . . . . . . . . . . . . . . . . . 65

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Section 4.05. PRINCIPAL DISTRIBUTIONS ON THE INSURED CERTIFICATES. . . . . 65

ARTICLE V

THE CERTIFICATES

Section 5.01. THE CERTIFICATES . . . . . . . . . . . . . . . . . . . . . . 69
Section 5.02. CERTIFICATES ISSUABLE IN CLASSES; DISTRIBUTIONS OF PRINCIPAL
AND INTEREST; AUTHORIZED DENOMINATIONS . . . . . . . . . . . 74
Section 5.03. REGISTRATION OF TRANSFER AND EXCHANGE OF CERTIFICATES. . . . 75
Section 5.04. MUTILATED, DESTROYED, LOST OR STOLEN CERTIFICATES. . . . . . 75
Section 5.05. PERSONS DEEMED OWNERS. . . . . . . . . . . . . . . . . . . . 76
Section 5.06. TEMPORARY CERTIFICATES . . . . . . . . . . . . . . . . . . . 76
Section 5.07. BOOK-ENTRY FOR BOOK-ENTRY CERTIFICATES.. . . . . . . . . . . 76
Section 5.08. NOTICES TO CLEARING AGENCY.. . . . . . . . . . . . . . . . . 77
Section 5.09. DEFINITIVE CERTIFICATES. . . . . . . . . . . . . . . . . . . 77
Section 5.10. OFFICE FOR TRANSFER OF CERTIFICATES. . . . . . . . . . . . . 78

ARTICLE VI

THE COMPANY AND THE MASTER SERVICER

Section 6.01. LIABILITY OF THE COMPANY AND THE MASTER SERVICER . . . . . . 78
Section 6.02. MERGER OR CONSOLIDATION OF THE COMPANY OR THE MASTER
SERVICER . . . . . . . . . . . . . . . . . . . . . . . . . . 78
Section 6.03. LIMITATION ON LIABILITY OF THE COMPANY, THE MASTER
SERVICER AND OTHERS. . . . . . . . . . . . . . . . . . . . . 78
Section 6.04. THE COMPANY AND MASTER SERVICER NOT TO RESIGN. . . . . . . . 79

ARTICLE VII

DEFAULT

Section 7.01. EVENTS OF DEFAULT. . . . . . . . . . . . . . . . . . . . . . 79
Section 7.02. TRUSTEE TO ACT; APPOINTMENT OF SUCCESSOR . . . . . . . . . . 82
Section 7.03. NOTIFICATION TO CERTIFICATEHOLDERS . . . . . . . . . . . . . 83

ARTICLE VIII

CONCERNING THE TRUSTEE

Section 8.01. DUTIES OF TRUSTEE. . . . . . . . . . . . . . . . . . . . . . 83
Section 8.02. CERTAIN MATTERS AFFECTING THE TRUSTEE. . . . . . . . . . . . 84
Section 8.03. TRUSTEE NOT LIABLE FOR CERTIFICATES OR MORTGAGE LOANS. . . . 85
Section 8.04. TRUSTEE MAY OWN CERTIFICATES . . . . . . . . . . . . . . . . 85
Section 8.05. THE MASTER SERVICER TO PAY TRUSTEE"S FEES AND EXPENSES . . . 85
Section 8.06. ELIGIBILITY REQUIREMENTS FOR TRUSTEE . . . . . . . . . . . . 86
Section 8.07. RESIGNATION AND REMOVAL OF TRUSTEE . . . . . . . . . . . . . 86
Section 8.08. SUCCESSOR TRUSTEE. . . . . . . . . . . . . . . . . . . . . . 87

vii

<PAGE>

PAGE

Section 8.09. MERGER OR CONSOLIDATION OF TRUSTEE . . . . . . . . . . . . . 87
Section 8.10. APPOINTMENT OF CO-TRUSTEE OR SEPARATE TRUSTEE. . . . . . . . 87
Section 8.11. AUTHENTICATING AGENTS. . . . . . . . . . . . . . . . . . . . 88
Section 8.12. PAYING AGENTS. . . . . . . . . . . . . . . . . . . . . . . . 89

ARTICLE IX

TERMINATION

Section 9.01. TERMINATION UPON REPURCHASE BY THE COMPANY OR LIQUIDATION OF
ALL MORTGAGE LOANS . . . . . . . . . . . . . . . . . . . . . 90
Section 9.02. ADDITIONAL TERMINATION REQUIREMENTS. . . . . . . . . . . . . 91
Section 9.03. TRUST IRREVOCABLE. . . . . . . . . . . . . . . . . . . . . . 92

ARTICLE X

MISCELLANEOUS PROVISIONS

Section 10.01. AMENDMENT. . . . . . . . . . . . . . . . . . . . . . . . . 92
Section 10.02. RECORDATION OF AGREEMENT . . . . . . . . . . . . . . . . . 93
Section 10.03. LIMITATION ON RIGHTS OF CERTIFICATEHOLDERS . . . . . . . . 93
Section 10.04. ACCESS TO LIST OF CERTIFICATEHOLDERS . . . . . . . . . . . 94
Section 10.05. GOVERNING LAW. . . . . . . . . . . . . . . . . . . . . . . 95
Section 10.06. NOTICES. . . . . . . . . . . . . . . . . . . . . . . . . . 95
Section 10.07. SEVERABILITY OF PROVISIONS . . . . . . . . . . . . . . . . 95
Section 10.08. COUNTERPART SIGNATURES . . . . . . . . . . . . . . . . . . 95
Section 10.09. BENEFITS OF AGREEMENT. . . . . . . . . . . . . . . . . . . 96
Section 10.10. NOTICES AND COPIES TO RATING AGENCY. . . . . . . . . . . . 96

viii

<PAGE>

EXHIBITS

Exhibit A -- Forms of Certificates
Exhibit B -- Form of Residual Certificates
Exhibit C -- [Reserved.]
Exhibit D -- Schedule of Mortgage Loans
Exhibit E -- Form of Selling and Servicing Contract
Exhibit F -- Form of Transferor Certificate for Class B-4,
Class B-5 and Class B-6 Certificates
Exhibit G -- Form of Transferee"s Certificate for Class B-4,
Class B-5 and Class B-6 Certificates
Exhibit H -- Form of Certificate Insurance Policy
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
Exhibit N -- Schedule of Certain Mortgage Loans With Group
Primary Insurance Policies

<PAGE>

This Pooling and Servicing Agreement, dated and effective as of February 1,
1997 (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, Class B-5 and
Class B-6 Certificates, have been offered for sale pursuant to a Prospectus,
dated November 21, 1996, and a Prospectus Supplement, dated February 24, 1997,
of the Company (together, the "Prospectus"). The Class B-4, Class B-5 and Class
B-6 Certificates have been offered for sale pursuant to a Private Placement
Memorandum, dated February 27, 1997. The Trust Fund created hereunder is
intended to be the "Trust" as described in the Prospectus and the Private
Placement Memorandum and the Certificates are intended to be the "Certificates"
described therein. The following table sets forth the designation, type of
interest, 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:

<PAGE>

INITIAL CLASS
TYPE OF REMITTANCE PRINCIPAL LAST SCHEDULED
DESIGNATION INTEREST RATE(1) BALANCE DISTRIBUTION DATE*

Class A-1 Regular 7.750% $35,500,000.00 March 25, 2027
Class A-2 Regular 7.500% 19,885,000.00 March 25, 2027
Class A-3 Regular 7.500% 10,000,000.00 March 25, 2027
Class A-4 Regular 7.500% 17,442,000.00 March 25, 2027
Class A-5 Regular 7.250% 35,500,000.00 March 25, 2027
Class A-6 Regular 7.500% 3,550,000.00 March 25, 2027
Class A-7 Regular 7.500% 44,352,593.00 March 25, 2027
Class P Regular (2) 947,572.96 March 25, 2027
Class X Regular 7.500%(3) 0.00 March 25, 2027
Class B-1 Regular 7.500% 4,877,000.00 March 25, 2027
Class B-2 Regular 7.500% 1,774,000.00 March 25, 2027
Class B-3 Regular 7.500% 1,774,000.00 March 25, 2027
Class B-4 Regular 7.500% 709,000.00 March 25, 2027
Class B-5 Regular 7.500% 354,000.00 March 25, 2027
Class B-6 Regular 7.500% 711,141.49 March 25, 2027
Class R+ Residual 7.500% 50.00 March 25, 2027

- -------------

* The Distribution Date in the month after the maturity date for the latest
maturing Mortgage Loan in the Mortgage Pool (the "latest possible maturity
date" for purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
Regulations).
+ The Class R Certificates are entitled to receive the Residual Distribution
Amount and Excess Liquidation Proceeds.
(1) Interest distributed to the Certificates (other than the Class P
Certificates which will not be entitled to receive distributions of
interest) on each Distribution Date will have accrued during the Prior
Period at the applicable per annum Remittance Rate.
(2) The Class P Certificates will not have a Remittance Rate and will not be
entitled to receive distributions of interest.
(3) The Remittance Rate on the Class X Certificates will be 7.500% per annum.
The Class X Certificates will accrue interest on the Class X Notional
Amount. The Class X Notional Amount as of the Cut-Off Date will be
$8,003,801.90. The Class X Certificates will not be entitled to receive
distributions of principal.

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 the sole class of "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 $177,376,357.45, and
the Certificates have an Aggregate Certificate Principal Balance of
$177,376,357.45.

<PAGE>

WITNESSETH:

WHEREAS, the Company is a corporation duly organized and existing under and
by virtue of the laws of the State of Delaware and has full corporate power and
authority to enter into this Agreement and to undertake the obligations
undertaken by it herein;

WHEREAS, the Company is the owner of the Mortgage Loans identified in the
Mortgage Loan Schedule hereto having unpaid Principal Balances on the Cut-Off
Date as stated therein;

WHEREAS, the Company has been duly authorized to create the Trust Fund,
consisting of the Mortgage Loans and certain other property and to sell
undivided 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.

ASSIGNMENT OF PROPRIETARY LEASE: With respect to a Cooperative Loan, the
assignment of the related Cooperative Lease from the Mortgagor to the originator
of the Cooperative Loan.

AUTHENTICATING AGENT: Any authenticating agent appointed by the Trustee
pursuant to Section 8.11.

AUTHORIZED DENOMINATION: With respect to the Certificates (except the Class
A-2, Class A-3, Class A-6, Class X and Class R 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 may be issued in a
different amount. With respect to the Class A-2, Class A-3 and Class A-6

<PAGE>

Certificates, an initial Certificate Principal Balance equal to $1,000 and
integral multiples of $1 in excess thereof. With respect to the Class X
Certificates, a Class X Notional Amount as of the Cut-Off Date equal to $25,000
and integral multiples of $1 in excess thereof, except that one Certificate of
such Class may be issued in a different amount. With respect to the Class R
Certificates, one Certificate with a Percentage Interest equal to 0.01% and one
Certificate with a Percentage Interest equal to 99.99%.

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;

<PAGE>

(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 or any permitted
repurchase of a Mortgage Loan.

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 (determined in the case of the
Insured Certificates, without regard to the effect of the Certificate Insurance
Policy) and upon receipt by the Trustee of the prior written consent of the
Certificate Insurer.

BANKRUPTCY COVERAGE INITIAL AMOUNT: $100,000.

BANKRUPTCY LOSS: A loss on a Mortgage Loan arising out of (i) a reduction
in the scheduled Monthly Payment for such Mortgage Loan by a court of competent
jurisdiction in a case under the United States Bankruptcy Code, other than any
such reduction that arises out of clause (ii) of this definition of "Bankruptcy
Loss," including, without limitation, any such reduction that results in a
permanent forgiveness of principal, or (ii) with respect to any Mortgage Loan, a
valuation, by a court of competent jurisdiction in a case under such Bankruptcy
Code, of the related Mortgaged Property in an amount less than the then
outstanding Principal Balance of such Mortgage Loan.

BENEFICIAL HOLDER: A Person holding a beneficial interest in any Book-Entry
Certificate as or through a DTC Participant or an Indirect DTC Participant or a
Person holding a beneficial interest in any Definitive Certificate.

BOOK-ENTRY CERTIFICATES: The Class A Certificates, 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
the Certificate Insurer (with respect to matters hereunder affecting the
Certificate Insurer) or banking institutions in Chicago, Illinois or New York,
New York are authorized or obligated by law or executive order to be closed.

<PAGE>

BUYDOWN AGREEMENT: An agreement between a Person and a Mortgagor pursuant
to which such Person has provided a Buydown Fund.

BUYDOWN FUND: A fund provided by the originator of a Mortgage Loan or
another Person with respect to a Buydown Loan which provides an amount
sufficient to subsidize regularly scheduled principal and interest payments due
on such Buydown Loan for a period. Buydown Funds may be (i) funded at the par
values of future payment subsidies, or (ii) funded in an amount less than the
par values of future payment subsidies, and determined by discounting such par
values in accordance with interest accruing on such amounts, in which event they
will be deposited in an account bearing interest. Buydown Funds may be held in a
separate Buydown Fund Account or may be held in a Custodial Account for P&I or a
Custodial Account for Reserves and monitored by a Servicer.

BUYDOWN FUND ACCOUNT: A separate account or accounts created and maintained
pursuant to Section 3.02 (a) with the corporate trust department of the Trustee
or another financial institution approved by the Master Servicer, (b) within
FDIC insured accounts (or other accounts with comparable insurance coverage
acceptable to the Rating Agency) created, maintained and monitored by a Servicer
or (c) in a separate non-trust account without FDIC or other insurance in an
Eligible Institution. Such account or accounts may be non-interest bearing or
may bear interest. In the event that a Buydown Fund Account is established
pursuant to clause (b) of the preceding sentence, amounts held in such Buydown
Fund Account shall not exceed the level of deposit insurance coverage on such
account; accordingly, more than one Buydown Fund Account may be established.

BUYDOWN LOAN: A Mortgage Loan for which the Mortgage Interest Rate has been
subsidized through a Buydown Fund provided at the time of origination of such
Mortgage Loan.

CERTIFICATE: Any one of the 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

<PAGE>

following amounts and priority and to the extent of the Available Distribution
Amount remaining following prior distributions, if any, on such Distribution
Date:

(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 principal portion of the Purchase Price
pursuant to a Purchase Obligation or any repurchase of a Mortgage Loan
permitted hereunder and (4) Liquidation Proceeds and (z) the principal
portion of Payoffs received in respect of such Class P Mortgage Loan
during the Payoff Period;

(ii) Second, to the Senior Certificates (other than the Class P
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 (other than the Class P
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 (other than the Class P
and Class X Certificates), the Senior Principal Distribution Amount as
follows:

(1) first, to the Class A-4 Certificates, an amount
equal to the Class A-4 Principal Distribution Amount for
such Distribution Date, until the Class A-4 Principal
Balance has been reduced to zero;

(2) second, on any Distribution Date in or after
September 1997, to the Class A-3 Certificates in the manner
described in Section 4.05 and to the extent available after
the distributions in paragraph (I)(iv)(1) above, $10,000,
until the Class A-3 Principal Balance has been reduced to
zero;

(3) third, to the Class R Certificates, the portion of
the Senior Principal Distribution Amount remaining after the
distributions in paragraphs (I)(iv)(1) and (2) above, until
the Class R Principal Balance has been reduced to zero;

(4) fourth, the portion of the Senior Principal
Distribution Amount remaining after the distributions in
paragraphs (I)(iv)(1) through (3) above, concurrently:

<PAGE>

(A) 37.8676875003% to the Class A-7
Certificates, until the Class A-7 Principal
Balance has been reduced to zero; and

(B) 62.1323124997% sequentially as follows:

(x) first, to the Class A-1 and
Class A-5 Certificates pro rata, based
on their respective Class Principal
Balances, until the Class A-1 Principal
Balance and Class A-5 Principal Balance
have been reduced to zero; and

(y) second, to the Class A-6
Certificates, until the Class A-6
Principal Balance has been reduced to
$1,777,423.95;

(5) fifth, to the Class A-6 Certificates, the portion
of the Senior Principal Distribution Amount remaining after
the distributions in paragraphs (I)(iv)(1) through (4)
above, until the Class A-6 Principal Balance has been
reduced to zero;

(6) sixth, to the Class A-2 Certificates, the portion
of the Senior Principal Distribution Amount remaining after
the distributions in paragraphs (I)(iv)(1) through (5)
above, until the Class A-2 Principal Balance has been
reduced to zero;

(7) seventh, to the Class A-3 Certificates in the
manner described in Section 4.05, the portion of the Senior
Principal Distribution Amount remaining after the
distributions in paragraphs (I)(iv)(1) through (6) above,
until the Class A-3 Principal Balance has been reduced to
zero; and

(8) eighth, to the Class A-4 Certificates, the portion
of the Senior Principal Distribution Amount remaining after
the distributions in paragraphs (I)(iv)(1) through (7)
above, until the Class A-4 Principal Balance has been
reduced to zero;

(v) Fifth, 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) of the definition
thereof) on such Distribution Date;

(vi) Sixth, to the Class P Certificates as principal, an amount
equal to the Class P Fraction of the principal portion 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) of the definition 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,

<PAGE>

as applicable; PROVIDED, that any amounts distributed in respect of losses
pursuant to paragraph (I)(a)(v) or this paragraph (I)(a)(vi) of this definition
of "Certificate Distribution Amount" shall not cause a further reduction in the
Class P Principal Balance;

(vii) Seventh, to the Class B-1 Certificates, the Interest
Distribution Amount for such Class of Certificates remaining unpaid
from previous Distribution Dates;

(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;

(xviii) 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;

<PAGE>

(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;

(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;

(xxii) Twenty-second, to the Class B-6 Certificates, the Interest
Distribution Amount for such Class of Certificates remaining unpaid
from previous Distribution Dates;

(xxiii) Twenty-third, to the Class B-6 Certificates, the Interest
Distribution Amount for such Class of Certificates for the current
Distribution Date;

(xxiv) Twenty-fourth, to the Class B-6 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-6 Principal
Balance has been reduced to zero;

(xxv) Twenty-fifth, to the Certificate Insurer, the Certificate
Insurer Reimbursement Amount; and

(xxvi) Twenty-sixth, 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 (and, as to the Class A-3 Certificates, among such
Certificates in the manner described in Section 4.05) in the following amounts
and priority and to the extent of the Available Distribution Amount remaining
following prior distributions, if any, on such Distribution Date:

(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)(ii) 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;

<PAGE>

(iv) Fourth, to the Senior Certificates (other than the Class P
Certificates), the Senior Principal Distribution Amount allocated pro
rata according to their respective Class Principal Balances until such
Class Principal Balances have been reduced to zero;

(v) Fifth, to the Certificate Insurer, the Certificate Insurer
Reimbursement Amount; and

(vi) Sixth, to the Class R Certificates, the Residual
Distribution Amount for such Distribution Date.

CERTIFICATE INSURANCE POLICY: The Certificate Guaranty Insurance Policy
No. 23247 issued by the Certificate Insurer in respect of the Insured
Certificates, a copy of which is attached hereto as Exhibit H.

CERTIFICATE INSURER: MBIA Insurance Corporation or its successors in
interest.

CERTIFICATE INSURER DEFAULT: The existence and continuance of any of the
following: (a) a failure by the Certificate Insurer to make a payment required
under the Certificate Insurance Policy in accordance with its terms; (b) the
entry of a decree or order of a court or agency having jurisdiction in respect
of the Certificate Insurer in an involuntary case under any present or future
Federal or state bankruptcy, insolvency or similar law appointing a conservator
or receiver or liquidator or other similar official of the Certificate Insurer
or of any substantial part of its property, or the entering of an order for the
winding up or liquidation of the affairs of the Certificate Insurer and the
continuance of any such decree or order undischarged or unstayed and in force
for a period of 90 consecutive days; (c) the Certificate Insurer shall consent
to the appointment of a conservator or receiver or liquidator or other similar
official in any insolvency, readjustment of debt, marshaling of assets and
liabilities or similar proceedings of or relating to the Certificate Insurer or
of or relating to all or substantially all of its property; or (d) the
Certificate Insurer shall admit in writing its inability to pay its debts
generally as they become due, file a petition to take advantage of or otherwise
voluntarily commence a case or proceeding under any applicable bankruptcy,
insolvency, reorganization or other similar statute, make an assignment for the
benefit of its creditors, or voluntarily suspend payment of its obligations.

CERTIFICATE INSURER REIMBURSEMENT AMOUNT: The sum of (a) all amounts
previously paid by the Certificate Insurer under the Certificate Insurance
Policy which have not been previously reimbursed and (b) interest on the
foregoing at the Late Payment Rate from the date such amount became due until
paid in full.

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

<PAGE>

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. For so long as no Certificate Insurer
Default exists, the Certificate Insurer shall be deemed to be the sole Holder of
all outstanding Insured Certificates, subject to Section 3.16; provided, that
the Certificate Insurer shall have no power without the consent of the Owner of
each Certificate affected thereby to: (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 Insured Certificateholder's Undivided Interest, the
Remittance Rate or the Termination Payment with respect to any of the Insured
Certificates, (ii) reduce the percentage of Undivided Interests specified in
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, (iv) modify any
provision in any way which would permit an earlier retirement of the
Certificates, or (v) amend this definition of "Certificateholder or Holder".

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-3 ROUNDING ACCOUNT: The separate trust account established by the
Underwriter by deposit as of the Closing Date of $999.99 and maintained by the
Master Servicer with the Trustee, the Investment Depository or any other bank or
trust company acceptable to the Rating Agency which is incorporated under the
laws of the United States or any state thereof pursuant to Section 3.18, 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
Insured Certificateholders or any other account serving a similar function
acceptable to the Rating Agency, and which account provides that the Trustee may
make, or cause to be made, withdrawals as described in Section 4.05 hereof on
the respective Distribution Date, to the extent of the amount then remaining in
the Class A-3 Rounding Account.

CLASS A-4 ADJUSTED PERCENTAGE: For any Distribution Date, the product of
the Class A-4 Percentage and the Lockout Percentage.

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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-4 LIQUIDATION AMOUNT: The aggregate of, for each Mortgage Loan
which became a Liquidated Mortgage Loan during the applicable Prior Period, the
lesser of (i) the Class A-4 Percentage of the Principal Balance of such Mortgage
Loan (exclusive of the Class P Fraction thereof, if applicable) and (ii) the
Class A-4 Percentage on any Distribution Date occurring prior to the fifth
anniversary of the first Distribution Date, and the Class A-4 Prepayment
Percentage on any Distribution Date thereafter, in each case, of the Liquidation
Principal with respect to such Mortgage Loan.

CLASS A-4 PERCENTAGE: For any Distribution Date, the Class A-4 Principal
Balance divided by the Aggregate Certificate Principal Balance (reduced by the
Class P Principal Balance), in each case, immediately prior to such Distribution
Date.

CLASS A-4 PREPAYMENT PERCENTAGE: For any Distribution Date, the product of
(a) the Class A-4 Percentage for such Distribution Date and (b) the applicable
Step Down Percentage.

CLASS A-4 PRINCIPAL DISTRIBUTION AMOUNT: For any Distribution Date, an
amount equal to the sum of (i) the Class A-4 Adjusted 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 Class A-4
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 Class A-4 Liquidation Amount.

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, Class
B-5 and Class B-6 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.

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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.

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 B-6 CERTIFICATES: The Certificates designated as "Class B-6" on the
face thereof in substantially the form attached hereto as Exhibit A-15.

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 7.500% less the Pass-Through Rate on such Class P Mortgage Loan and
the denominator of which is 7.500%.

CLASS P MORTGAGE LOAN: Any Mortgage Loan with a Pass-Through Rate of less
than 7.500% 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." Notwithstanding
the foregoing, any amounts distributed in respect of losses pursuant to
paragraphs (I)(v) or (I)(vi) of the definition of "Certificate Distribution
Amount" shall not cause a further reduction in the Class P Principal Balance.
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. Exclusively for the purpose
of determining any subrogation rights of the Certificate Insurer arising under
Section 3.16 hereof, "Class Principal Balance" of the Class A-3 Certificates
shall not be reduced by the amount of any payments made by the Certificate
Insurer in respect of principal on the Class A-3 Certificates under the
Certificate Insurance Policy, except to the extent such payments have been
reimbursed to the Certificate Insurer pursuant to the provisions of this
Agreement.

CLASS R CERTIFICATES: The Certificates designated as "Class R" on the face
thereof in substantially the form attached hereto as Exhibit B, which have been
designated as the single 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.

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CLASS X NOTIONAL AMOUNT: For any Distribution Date, the product of (x) the
aggregate scheduled principal balance, as of the second preceding Due Date after
giving effect to payments scheduled to be received as of such Due Date, whether
or not received, or with respect to the initial Distribution Date, as of the
Cut-Off Date, of the Premium Rate Mortgage Loans and (y) a fraction, the
numerator of which is the weighted average of the Stripped Interest Rates for
the Premium Rate Mortgage Loans as of such Due Date and the denominator of which
is 7.500%.

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: February 27, 1997, 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.

COMPANY: PNC Mortgage Securities Corp., a Delaware corporation, or its
successor-in-interest.

COMPENSATING INTEREST: For any Distribution Date, the lesser of (i) the sum
of (a) the aggregate Master Servicing Fee, (b) Payoff Earnings and (c) aggregate
Payoff Interest and (ii) aggregate Uncollected Interest.

COOPERATIVE: A private, cooperative housing corporation organized under the
laws of, and headquartered in, the State of New York which owns or leases land
and all or part of a building or buildings located in the State of New York,
including apartments, spaces used for commercial purposes and common areas
therein and whose board of directors authorizes, among other things, the sale of
Cooperative Stock.

COOPERATIVE APARTMENT: A dwelling unit in a multi-dwelling building owned
or leased by a Cooperative, which unit the Mortgagor has an exclusive right to
occupy pursuant to the terms of a proprietary lease or occupancy agreement.

COOPERATIVE LEASE: With respect to a Cooperative Loan, the proprietary
lease or occupancy agreement with respect to the Cooperative Apartment occupied
by the Mortgagor and relating to the related Cooperative Stock, which lease or
agreement confers an exclusive right to the holder of such Cooperative Stock to
occupy such apartment.

COOPERATIVE LOANS: Any of the Mortgage Loans made in respect of a
Cooperative Apartment, evidenced by a Mortgage Note and secured by (i) a
Security Agreement, (ii) the related Cooperative Stock Certificate, (iii) an
assignment of the Cooperative Lease, (iv) financing statements and (v) a stock
power (or other similar instrument), and ancillary thereto, a recognition
agreement between the Cooperative and the originator of the Cooperative Loan,
each of which was transferred and assigned to the Trustee pursuant to Section
2.01 and are from time to time held as part of the Trust Fund.

COOPERATIVE STOCK: With respect to a Cooperative Loan, the single
outstanding class of stock, partnership interest or other ownership instrument
in the related Cooperative.

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COOPERATIVE STOCK CERTIFICATE: With respect to a Cooperative Loan, the
stock certificate or other instrument evidencing the related Cooperative Stock.

CORPORATE TRUST OFFICE: The corporate trust office of the Trustee in the
State of Minnesota, at which at any particular time its corporate trust business
with respect to this Agreement shall be administered, which office at the date
of the execution of this Agreement is located at 180 East 5th Street, SPFT0210,
St. Paul, MN 55101, Attention: Structured Finance.

CREDIT SUPPORT DEPLETION DATE: The first Distribution Date on which the
aggregate of the Class Principal Balances of the Class B Certificates has been
or will be reduced to zero as a result of principal distributions thereon and
the allocation of Realized Losses on such Distribution Date.

CURTAILMENT: Any payment of principal on a Mortgage Loan, made by or on
behalf of the related Mortgagor, other than a Monthly Payment, a Prepaid Monthly
Payment or a Payoff, which is applied to reduce the outstanding Principal
Balance of the Mortgage Loan.

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. In the event that a Custodial Account for P&I is established
pursuant to clause (b) of the preceding sentence, amounts held in such Custodial
Account for P&I shall not exceed the level of deposit insurance coverage on such
account; accordingly, more than one Custodial Account for P&I may be
established. Any amount that is at any time not protected or insured in
accordance with the first sentence of this definition of "Custodial Account for
P&I" shall promptly be withdrawn from such Custodial Account for P&I and be
remitted to the Investment Account.

CUSTODIAL ACCOUNT FOR RESERVES: The Custodial Account for Reserves
established and maintained by each Servicer pursuant to its Selling and
Servicing Contract and caused by the Master Servicer to be established and
maintained pursuant to Section 3.02 (a) with the corporate trust department of
the Trustee or another financial institution approved by the Master Servicer
such that the rights of the Master Servicer, the Trustee and the
Certificateholders thereto shall be fully protected against the claims of any
creditors of the applicable Servicer and of any creditors or depositors of the
institution in which such account is maintained, (b) within FDIC insured
accounts (or other accounts with comparable insurance coverage acceptable to the
Rating Agency) created, maintained and monitored by a Servicer or (c) in a
separate non-trust account without FDIC or other insurance in an Eligible
Institution. In the event that a Custodial Account for Reserves is established
pursuant to clause (b) of the preceding sentence, amounts held in such

<PAGE>

Custodial Account for Reserves shall not exceed the level of deposit insurance
coverage on such account; accordingly, more than one Custodial Account for
Reserves may be established. Any amount that is at any time not protected or
insured in accordance with the first sentence of this definition of "Custodial
Account for Reserves" shall promptly be withdrawn from such Custodial Account
for Reserves and be remitted to the Investment Account.

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: February 1, 1997.

DECEASED HOLDER: An Owner of an Insured Certificate who was living at the
time such Insured Certificate was acquired and whose authorized personal
representative, surviving tenant by the entirety, surviving joint tenant or
surviving tenant in common or other person empowered to act on behalf of such
Owner causes to be furnished to DTC evidence of such Owner's death satisfactory
to the Trustee and any tax waivers requested by the Trustee.

DEFICIENCY AMOUNT: With respect to the Insured Certificates as of any
Distribution Date, the sum of (i) the amount, if any, by which the amount
payable as interest to the Class A-3 Certificates, pursuant to the priority of
payments set forth in the definition of Certificate Distribution Amount herein,
is less than (A) the product of (1) 1/12th of the Remittance Rate applicable to
the Class A-3 Certificates and (2) the Class A-3 Principal Balance as of such
Distribution Date, minus (B) the sum of any prepayment interest shortfalls
relating to Payoffs or Curtailments allocable to the Class A-3 Certificates to
the extent payable from the Reserve Fund or paid by the Master Servicer as
Compensating Interest and any interest shortfalls related to the Relief Act
allocable to the Class A-3 Certificates, (ii) the principal portion of any
Realized Losses allocated to the Class A-3 Certificates and (iii) to the extent
unpaid on the Final Maturity Date, after payment of all other amounts due to the
Class A-3 Certificates, any remaining Class A-3 Principal Balance.

DEFINITIVE CERTIFICATES: As defined in Section 5.07.

DEPOSITARY AGREEMENT: The Letter of Representations, dated February 27,
1997 by and among DTC, the Company and the Trustee.

DESTROYED MORTGAGE NOTE: A Mortgage Note the original of which was
permanently lost or destroyed and has not been replaced.

DETERMINATION DATE: A day not later than the 10th day preceding a related
Distribution Date.

DISQUALIFIED ORGANIZATION: As defined in Section 5.01(b).

<PAGE>

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 March 25, 1997.

DTC: The Depository Trust Company.

DTC PARTICIPANT: A broker, dealer, bank, other financial institution or
other Person for whom DTC effects book-entry transfers and pledges of securities
deposited with DTC.

DUE DATE: The first day of each calendar month, which is the day on which
the Monthly Payment for each Mortgage Loan is due.

ELIGIBLE INSTITUTION: An institution having (i) the highest short-term debt
rating, and one of the two highest long-term debt ratings of the Rating Agency,
(ii) with respect to any Custodial Account for P&I and special Custodial Account
for Reserves, an unsecured long-term debt rating of at least one of the two
highest unsecured long-term debt ratings of the Rating Agency, (iii) with
respect to any Buydown Fund Account or Custodial Account which also serves as a
Buydown Fund Account, the highest unsecured long-term debt rating by the Rating
Agency, or (iv) the approval of the Rating Agency. Such institution may be the
Servicer if the applicable Selling and Servicing Contract requires the Servicer
to provide the Master Servicer with written notice on the Business Day following
the date on which the Servicer determines that such Servicer's short-term debt
and unsecured long-term debt ratings fail to meet the requirements of the prior
sentence.

ELIGIBLE INVESTMENTS: Any one or more of the obligations or securities
listed below in which funds deposited in the Reserve Fund, if any, the
Investment Account, the Certificate Account, the Custodial Account for P&I and
the Custodial Account for Reserves may be invested:

(i) Obligations of, or guaranteed as to principal and interest
by, the United States or any agency or instrumentality thereof when
such obligations are backed by the full faith and credit of the United
States;

(ii) Repurchase agreements on obligations described in clause (i)
of this definition of "Eligible Investments," provided that the
unsecured obligations of the party agreeing to repurchase such
obligations have at the time the highest short term debt rating of the
Rating Agency and provided that such repurchaser's unsecured long term
debt has one of the two highest unsecured long term debt ratings of
the Rating Agency;

(iii) Federal funds, certificates of deposit, time deposits and
bankers' acceptances of any U.S. bank or trust company incorporated
under the laws of the United States or any state, provided that the
debt obligations of such bank or trust company at the date of
acquisition thereof have the highest short term debt rating of 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;

<PAGE>

(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, provided that the corporation has unsecured long term debt
that has one of the two highest unsecured long term debt ratings 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 the
highest rating available for such securities from the Rating Agency or
which have been designated in writing by the Rating Agency as Eligible
Investments; and

(viii) Such other instruments as shall not affect the Ratings
(determined in the case of the Insured Certificates, without regard to
the effect of the Certificate Insurance Policy);

PROVIDED, HOWEVER, that such obligation or security is held for a temporary
period pursuant to Section 1.860G-2(g)(1) of the Treasury Regulations, and that
such period can in no event exceed thirteen months.

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.

<PAGE>

FHLMC: Federal Home Loan Mortgage Corporation, or any successor thereto.

FINAL MATURITY DATE: March 25, 2027.

FITCH: Fitch Investors Service, L.P., provided that at any time it be a
Rating Agency.

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 (determined in the case of the Insured Certificates,
without regard to the effect of the Certificate Insurance Policy) and upon
receipt by the Trustee of the prior written consent of the Certificate Insurer.

FRAUD COVERAGE INITIAL AMOUNT: $3,547,527.

FRAUD LOSS: The occurrence of a loss on a Mortgage Loan arising from any
action, event or state of facts with respect to such Mortgage Loan which,
because it involved or arose out of any dishonest, fraudulent, criminal,
negligent or knowingly wrongful act, error or omission by the Mortgagor,
originator (or assignee thereof) of such Mortgage Loan, Lender, a Servicer or
the Master Servicer, would result in an exclusion from, denial of, or defense to
coverage which otherwise would be provided by a Primary Insurance Policy
previously issued with respect to such Mortgage Loan.

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.

INDIVIDUAL INSURED CERTIFICATE: An Insured Certificate that evidences
$1,000 initial Certificate Principal Balance.

INSURANCE AGREEMENT: The Insurance Agreement, dated as of February 1,
1997, among the Certificate Insurer, the Trustee and the Company.

INSURED PAYMENT: With respect to the Insured Certificates, (i) as of any
Distribution Date, any Deficiency Amount, and (ii) any Preference Amount.

20
<PAGE>

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), but excluding the
Certificate Insurance Policy, 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.

INSURED CERTIFICATES: The Class A-3 Certificates.

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, Class B-5 and Class B-6
Certificates, collectively.

LATE PAYMENT RATE: The rate of interest publicly announced by Citibank,
N.A. at its principal office in New York, New York as its prime rate (any change
in such prime rate of interest to be effective on the date such change is
announced by Citibank, N.A.) plus 2%. The Late Payment Rate shall be computed on
the basis of a year of 365 days calculating the actual number of days elapsed.
In no event shall the Late Payment Rate exceed the maximum rate permissible
under law applicable to the Insurance Agreement limiting interest rates.

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.

<PAGE>

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 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.

LIVING HOLDER: An Owner of an Insured Certificate other than a Deceased
Holder.

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.

LOCKOUT PERCENTAGE: For any Distribution Date occurring prior to the
Distribution Date in March 2002, 0%; and for any Distribution Date occurring on
or after the Distribution Date in March 2002, 100%

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.

MORTGAGE: The mortgage, deed of trust or other instrument securing a
Mortgage Note.

MORTGAGE FILE: The following documents or instruments with respect to each
Mortgage Loan transferred and assigned pursuant to Section 2.01, (X) with
respect to each Mortgage Loan that is not a Cooperative Loan:

(i) The original Mortgage Note endorsed to "First Bank National
Association, as Custodian/Trustee, without recourse" or to "First Bank
National Association, as trustee for the benefit of the Holders from
time to time of PNC Mortgage Securities Corp. Mortgage Pass-Through
Certificates, Series 1997-2, without recourse" and all intervening
endorsements evidencing a complete chain of endorsements from the

<PAGE>

originator to the Trustee, or, in the event of any Destroyed Mortgage Note, a
copy or a duplicate original of the Mortgage Note, together with an original
lost note affidavit from the originator of the related Mortgage Loan or the
Company stating that the original Mortgage Note was lost, misplaced or
destroyed, together with a copy of the related Mortgage Note; in the event the
Mortgage Notes or the assignments referred to in Section (iii)(2) of this
definition of "Mortgage File" are endorsed or executed in blank as of the
Closing Date, the Company shall, within 45 days of the Closing Date, cause such
Mortgage Notes or assignments to be endorsed or executed pursuant to the terms
set forth herein;

(ii) The Buydown Agreement, if applicable;

(iii) A Mortgage that is either

(1) the original recorded Mortgage with recording
information thereon for the jurisdiction in which the Mortgaged
Property is located, together with a Mortgage assignment thereof
in recordable form to "First Bank National Association, as
Custodian/Trustee" or to "First Bank National Association, as
Trustee for the Holders of PNC Mortgage Securities Corp. Mortgage
Pass-Through Certificates, Series 1997-2" 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
1997-2" 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, and except for those Mortgage Loans identified in Exhibit N
hereto, if any, 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.

<PAGE>

and (Y) with respect to each Cooperative Loan:

(i) the original Mortgage Note endorsed to "First Bank National
Association, as Custodian/Trustee" or to "First Bank National
Association, as Trustee for the Holders of PNC Mortgage Securities
Corp. Mortgage Pass-Through Certificates, Series 1997-2" and all
intervening endorsements evidencing a complete chain of endorsements,
from the originator to the Trustee, or, in the event of any Destroyed
Mortgage Note, a copy or a duplicate original of the Mortgage Note,
together with an original lost note affidavit from the originator of
the related Mortgage Loan or the Company stating that the original
Mortgage Note was lost, misplaced or destroyed, together with a copy
of the related Mortgage Note;

(ii) A counterpart of the Cooperative Lease and the Assignment of
Proprietary Lease to the originator of the Cooperative Loan with
intervening assignments showing an unbroken chain of title from such
originator to the Trustee;

(iii) The related Cooperative Stock Certificate, representing the
related Cooperative Stock pledged with respect to such Cooperative Loan,
together with an undated stock power (or other similar instrument) executed
in blank;

(iv) The original recognition agreement by the Cooperative of the
interests of the mortgagee with respect to the related Cooperative Loan;

(v) The Security Agreement;

(vi) Copies of the original UCC-1 financing statement, and any
continuation statements, filed by the originator of such Cooperative Loan
as secured party, each with evidence of recording thereof, evidencing the
interest of the originator under the Security Agreement and the Assignment
of Proprietary Lease;

(vii) Copies of the filed UCC-3 assignments of the security interest
referenced in clause (vi) above showing an unbroken chain of title from the
originator to the Trustee, each with evidence of recording thereof,
evidencing the interest of the originator under the Security Agreement and
the Assignment of Proprietary Lease;

(viii) An executed assignment of the interest of the originator in the
Security Agreement, Assignment of Proprietary Lease and the recognition
agreement referenced in clause (iv) above, showing an unbroken chain of
title from the originator to the Trustee;

(ix) An executed UCC-1 financing statement showing the Company as
debtor and the Trustee as secured party, each in a form sufficient for
filing, evidencing the interest of such debtors in the Cooperative Loans;
and

(x) For any Cooperative Loan that has been modified or amended,
the original instrument or instruments effecting such modification or
amendment.

MORTGAGE INTEREST RATE: For any Mortgage Loan, the per annum rate at which
interest accrues on such Mortgage Loan pursuant to the terms of the related
Mortgage Note.

<PAGE>

MORTGAGE LOAN SCHEDULE: The schedule, as amended from time to time, of
Mortgage Loans attached hereto as Exhibit D, which shall set forth as to each
Mortgage Loan the following, among other things:

(i) its loan number,

(ii) the address of the Mortgaged Property,

(iii) the name of the Mortgagor,

(iv) the Original Value of the property subject to the Mortgage,

(v) the Principal Balance as of the Cut-Off Date,

(vi) the Mortgage Interest Rate borne by the Mortgage Note,

(vii) whether a Primary Insurance Policy is in effect as of the
Cut-Off Date,

(viii) the maturity of the Mortgage Note, and

(ix) the Servicing Fee and Master Servicing Fee.

MORTGAGE LOANS: With respect to each Cooperative Loan, the related Mortgage
Note, Security Agreement, Assignment of Proprietary Lease, Cooperative Stock
Certificate and Cooperative Lease, and, with respect to each Mortgage Loan other
than a Cooperative Loan, the Mortgages and the related Mortgage Notes, each
transferred and assigned to the Trustee pursuant 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: With respect to any Mortgage Loan, other than a
Cooperative Loan, the real property, together with improvements thereto, and,
with respect to any Cooperative Loan, the related Cooperative Stock and
Cooperative Lease, securing the indebtedness of the Mortgagor under the related
Mortgage Loan.

MORTGAGOR: The obligor on a Mortgage Note.

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.

<PAGE>

NOTICE: The telephonic or telegraphic notice, promptly confirmed in
writing by telecopy substantially in the form of Exhibit A attached to the
Certificate Insurance Policy, the original of which is subsequently delivered by
registered or certified mail, from the Trustee specifying the Insured Payment
which shall be due and owing on the applicable Distribution Date.

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 with a copy to the Certificate Insurer.

OPINION OF COUNSEL: A written opinion of counsel, who shall be reasonably
acceptable to the Trustee and the Certificate Insurer 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 (if any) 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 or the appraised value at the time the refinanced
mortgage debt was incurred.

OWNER: Each Holder of an Insured Certificate who, on the applicable
Distribution Date, is entitled under the terms of the Insured Certificates to
payment thereunder.

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.

<PAGE>

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 March 14, 1997, inclusive; and with respect to any
Distribution Date thereafter, the period from the 15th day of the Prior Period
through the 14th day of the month of such Distribution Date, inclusive.

PERCENTAGE INTEREST: (a) With respect to the right of each Certificate of a
particular Class in the distributions allocated to such Class, "Percentage
Interest" shall mean the percentage undivided beneficial ownership interest
evidenced by such Certificate of such Class, which percentage shall equal:

(i) with respect to any 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 portion of the
Class X Notional Amount evidenced by such Certificate divided by the Class
X Notional Amount; 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 Certificate (other than the Class X
Certificates), the product of (x) ninety-nine percent (99%) and (y) the
percentage calculated by dividing its Certificate Principal Balance by the
Aggregate Certificate Principal Balance; PROVIDED, HOWEVER, that the
percentage in (x) above shall be increased by one percent (1%) upon the
retirement of the Class X Certificates; and

(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.

<PAGE>

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.

PREFERENCE AMOUNT: Any amount previously distributed to an Insured
Certificateholder on the Insured Certificates that is recoverable and sought to
be recovered as a voidable preference by a trustee in bankruptcy pursuant to the
United States Bankruptcy Code (11 U.S.C.), as amended from time to time in
accordance with a final nonappealable order of a court having competent
jurisdiction.

PREMIUM RATE MORTGAGE LOANS: The Mortgage Loans having Pass-Through Rates
in excess of 7.500% per annum.

PREPAID MONTHLY PAYMENT: Any Monthly Payment received prior to its
scheduled Due Date, which is intended to be applied to a Mortgage Loan on its
scheduled Due Date and held in the related Custodial Account for P&I until the
Withdrawal Date following its scheduled Due Date.

PRIMARY INSURANCE POLICY: A policy of mortgage guaranty insurance, if any,
on an individual Mortgage Loan, providing coverage as required by Section
2.03(xi).

PRINCIPAL BALANCE: At the time of any determination, the principal balance
of a Mortgage Loan remaining to be paid at the close of business on the Cut-Off
Date, after deduction of all principal payments due on or before the Cut-Off
Date whether or 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

<PAGE>

Certificateholders through the Distribution Date in the month of determination
that are reported as allocable to principal of such Substitute Mortgage Loan.

The Principal Balance of a Mortgage Loan (including a Substitute Mortgage
Loan) shall not be adjusted solely by reason of any bankruptcy or similar
proceeding or any moratorium or similar waiver or grace period. Whenever a
Realized Loss has been incurred with respect to a Mortgage Loan during a
calendar month, the Principal Balance of such Mortgage Loan shall be reduced by
the amount of such Realized Loss as of the Distribution Date next following the
end of such calendar month after giving effect to the allocation of Realized
Losses and distributions of principal to the Certificates.

PRINCIPAL PAYMENT: Any payment of principal on a Mortgage Loan other than a
Principal Prepayment.

PRINCIPAL PAYMENT AMOUNT: On any Distribution Date, the sum of (i) the
scheduled principal payments on the Mortgage Loans due on the related Due Date,
(ii) the principal portion of repurchase proceeds received with respect to any
Mortgage Loan, which was repurchased by the Company pursuant to a Purchase
Obligation or as permitted by this Agreement during the Prior Period, and (iii)
any other unscheduled payments of principal which were received during the Prior
Period, other than Payoffs, Curtailments and Liquidation Principal.

PRINCIPAL PREPAYMENT: Any payment of principal on a Mortgage Loan which
constitutes a Payoff or a Curtailment.

PRINCIPAL PREPAYMENT AMOUNT: On any Distribution Date, the sum of (i)
Curtailments received during the Prior Period and (ii) Payoffs received during
the Payoff Period.

PRIOR PERIOD: The calendar month immediately preceding any Distribution
Date.

PRO RATA ALLOCATION: The allocation of the interest and principal portions
of Realized Losses among or between specified Classes of 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 if the loss is recognized with
respect to a Class P Mortgage Loan, in which event 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

<PAGE>

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.

RANDOM LOT: With respect to any Distribution Date on which a mandatory
distribution is to be made on the Class A-3 Certificates (as described in
Section 4.05), the method by which DTC will determine which Insured Certificates
will be paid principal, using its established random lot procedures or, if the
Insured Certificates are no longer represented by a Book-Entry Certificate,
using the Trustee's procedures.

RATING AGENCY: Initially, each of S&P and Fitch, 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
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-6
Certificates, until the Class B-6 Principal Balance has been reduced to zero,
(b) second, to the Class B-5 Certificates, until the Class B-5 Principal Balance
has been reduced to zero, (c) third, to the Class B-4 Certificates, until the
Class B-4 Principal Balance has been reduced to zero, (d) fourth, to the Class
B-3 Certificates, until the Class B-3 Principal Balance has been reduced to
zero, (e) fifth, to the Class B-2 Certificates, until the Class B-2 Principal
Balance has been reduced to zero, (f) sixth, to the Class B-1 Certificates,
until the Class B-1 Principal Balance has been reduced to zero, and (g) seventh,
to the Senior Certificates (other than the Class P Certificates) pro rata to
such Classes of Senior Certificates according to their

<PAGE>

Class Principal Balances in reduction of their respective Class Principal
Balances; PROVIDED, HOWEVER, that if the loss is recognized with respect to a
Class P Mortgage Loan, the Class P Fraction of such loss will first be allocated
to the Class P Certificates and the remainder of such loss will be allocated as
described above in this clause (i), and (ii) for Realized Losses allocable to
interest (a) first, to the Class B-6 Certificates, in reduction of accrued but
unpaid interest thereon and then in reduction of the Class B-6 Principal
Balance, (b) second, 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, (c) third, 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, (d) fourth, 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, (e) fifth, 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, (f) sixth, 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 (g) seventh, to the Senior Certificates (other than the Class P
Certificates) pro rata according to accrued but unpaid interest thereon and then
pro rata according to their Class Principal Balances in reduction of their
respective Class Principal Balances.

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.

RELIEF ACT: The Soldiers' and Sailors' Civil Relief Act of 1940, as
amended.

REMIC: A real estate mortgage investment conduit, as such term is defined
in the Code.

REMIC PROVISIONS: Sections 860A through 860G of the Code, related Code
provisions and regulations promulgated thereunder, as the foregoing may be in
effect from time to time.

REMITTANCE RATE: For each Class of Certificates, the per annum rate set
forth as the Remittance Rate for such Class in the Preliminary Statement hereto.

RESERVE FUND: The separate trust account created and maintained by the
Master Servicer and held by the Trustee, 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 Insured Certificateholders and the
Certificate Insurer, or any other account serving a similar function acceptable
to the Rating Agency and the Certificate Insurer, and which account provides
that the Trustee may make, or cause to be made, withdrawals with respect to
Uncompensated Interest Shortfall allocable to the Insured Certificates on the
respective Distribution Date, to the extent of the amount then remaining in the
Reserve Fund.

RESERVE FUND INITIAL AMOUNT: $3,125.

<PAGE>

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 and payment of the outstanding Certificate Insurer Reimbursement
Amount, if any. Upon termination of the obligations created by this Agreement
and 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 payment of the outstanding
Certificate Insurer Reimbursement Amount, if any, 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.

ROUNDING AMOUNT: With respect to the Class A-3 Rounding Account, the
amount of funds, if any, needed to be withdrawn and used to round the amount of
any distributions in reduction of the Class A-3 Principal Balance upward to the
next higher integral multiple of $1,000.

S&P: Standard & Poor's Ratings Services, a division of The McGraw-Hill
Companies, Inc., provided that at any time it be a Rating Agency.

SECURITIES ACT: The Securities Act of 1933, as amended.

SECURITY AGREEMENT: With respect to a Cooperative Loan, the agreement
creating a security interest in favor of the originator of the Cooperative Loan
in the related Cooperative Stock.

SELLING AND SERVICING CONTRACT: (a) The contract (including the PNC
Mortgage Securities Corp. Selling Guide and PNC Mortgage Securities Corp.
Servicing Guide to the extent incorporated by reference therein) between the
Master Servicer and a Person relating to the sale of the Mortgage Loans to the
Company and the servicing of such Mortgage Loans, on behalf of the Master
Servicer for the benefit of the Certificateholders, which contract is
substantially in the form of Exhibit E hereto, as such contract may be amended
or modified; provided, however, that any such amendment or modification shall
not materially adversely affect the interests and rights of Certificateholders;
and (b) any other similar contract providing substantially similar rights and
benefits as those provided by the form of contract attached as Exhibit E hereto.

SENIOR CERTIFICATES: The Class A, Class P, Class X and Class R
Certificates, collectively.

SENIOR LIQUIDATION AMOUNT: The aggregate, for each Mortgage Loan which
became a Liquidated Mortgage Loan during the Prior Period, of the lesser of: (i)
the Senior Percentage of the Principal Balance of such Mortgage Loan (exclusive
of the Class P Fraction thereof, if applicable), and (ii) the Senior Prepayment
Percentage of the Liquidation Principal with respect to such Mortgage Loan.

<PAGE>

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) 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 Senior
Percentage for such Distribution Date exceeds the initial Senior Percentage as
of the Cut-Off Date, 100%; and (iii) on any other Distribution Date in each of
the months of the fifth anniversary of the first Distribution Date and
thereafter, 100%, 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 of the Class
Principal Balances of the Class B Certificates for each of such
calendar months, 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 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 for such Distribution Date plus 60% of the
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 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%

<PAGE>

of the 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 Class P Certificates) of Principal Prepayments in the percentage
required would reduce the sum of the Class Principal Balances of the Senior
Certificates (other than the Class 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.

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
Special Hazard Losses allocated to the Certificates and the amount of any
scheduled reduction in the amount of Special Hazard Coverage as follows: on each
anniversary of the Cut-Off Date, the Special Hazard Coverage shall be reduced,
but not increased, to an amount equal to the lesser of (1) the greatest of (a)
the aggregate principal balance of the Mortgage Loans located in the single
California zip code area containing the largest aggregate principal balance of
the Mortgage Loans, (b) 1% of the aggregate unpaid principal balance of the
Mortgage Loans and (c) twice the unpaid principal balance of the largest single
Mortgage Loan, in each case calculated as of the Due Date in the immediately
preceding month, and (2) the Special Hazard Coverage Initial Amount as reduced
by the Special Hazard Losses allocated to the Certificates since the Cut-Off
Date. Special Hazard

<PAGE>

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 (determined in the case of the Insured
Certificates, without regard to the effect of the Certificate Insurance Policy)
and upon receipt by the Trustee of the prior written consent of the Certificate
Insurer.

SPECIAL HAZARD COVERAGE INITIAL AMOUNT: $2,786,869.

SPECIAL HAZARD LOSS: The occurrence of any direct physical loss or damage
to a Mortgaged Property not covered by a standard hazard maintenance policy with
extended coverage which is caused by or results from any cause except: (i) fire,
lightning, windstorm, hail, explosion, riot, riot attending a strike, civil
commotion, vandalism, aircraft, vehicles, smoke, sprinkler leakage, except to
the extent of that portion of the loss which was uninsured because of the
application of a co-insurance clause of any insurance policy covering these
perils; (ii) normal wear and tear, gradual deterioration, inherent vice or
inadequate maintenance of all or part thereof; (iii) errors in design, faulty
workmanship or materials, unless the collapse of the property or a part thereof
ensues and then only for the ensuing loss; (iv) nuclear reaction or nuclear
radiation or radioactive contamination, all whether controlled or uncontrolled
and whether such loss be direct or indirect, proximate or remote or be in whole
or in part caused by, contributed to or aggravated by a peril covered by this
definition of Special Hazard Loss; (v) hostile or warlike action in time of
peace or war, including action in hindering, combating or defending against an
actual, impending or expected attack (a) by any government of sovereign power
(DE JURE or DE FACTO), or by an authority maintaining or using military, naval
or air forces, (b) by military, naval or air forces, or (c) by an agent of any
such government, power, authority or forces; (vi) any weapon of war employing
atomic fission or radioactive force whether in time of peace or war; (vii)
insurrection, rebellion, revolution, civil war, usurped power or action taken by
governmental authority in hindering, combating or defending against such
occurrence; or (viii) seizure or destruction under quarantine or customs
regulations, or confiscation by order of any government or public authority.

STEP DOWN PERCENTAGE: For any Distribution Date, the percentage indicated
below:

DISTRIBUTION DATE OCCURRING IN STEP DOWN PERCENTAGE
------------------------------ --------------------

March 1997 through February 2002 0%
March 2002 through February 2003 30%
March 2003 through February 2004 40%
March 2004 through February 2005 60%
March 2005 through February 2006 80%
March 2006 and thereafter 100%

STRIPPED INTEREST RATE: For each Mortgage Loan, the excess, if any, of the
Pass-Through Rate on such Mortgage Loan over 7.500%.

SUBORDINATE CERTIFICATES: The Class B-1, Class B-2, Class B-3, Class B-4,
Class B-5 and Class B-6 Certificates, collectively.

<PAGE>

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 related Senior Liquidation Amount for
such Distribution Date.

SUBORDINATE PERCENTAGE: On any Distribution Date, the excess of 100% over
the Senior Percentage for such Distribution Date.

SUBORDINATE PREPAYMENT PERCENTAGE: On any Distribution Date, the excess of
100% over the Senior Prepayment Percentage for such Distribution Date; provided,
however, that if the aggregate of the Class Principal Balances of the Senior
Certificates (other than the Class P Certificates) has been reduced to zero,
then the Subordinate Prepayment Percentage shall equal 100%.

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) of 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,
Class B-5 and Class B-6.

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-6 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 any Permitted Transferee of such
Class R Certificateholder.

<PAGE>

If the Tax Matters Person becomes a Disqualified Organization, the last
preceding Holder of such Authorized Denomination of the 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).

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
Trustee (or its duly appointed agent including the Investment Depository) in the
Certificate Account or the Investment Account (except amounts representing the
Master Servicing Fee or the Servicing Fee); (iii) such assets as from time to
time may be held by Servicers in a Custodial Account for P&I related to the
Mortgage Loans (except amounts representing the Master Servicing Fee or the
Servicing Fee); (iv) property which secured a Mortgage Loan and which has been
acquired by foreclosure or deed in lieu of foreclosure or, in the case of a
Cooperative Loan, a similar form of conversion, after the Cut-Off Date; (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; and (vi) with respect
to the Class A-3 Certificates only, the Certificate Insurance Policy and the
proceeds thereof. The Reserve Fund and the Class A-3 Rounding Account shall not
be assets of the Trust Fund.

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.

UNDERWRITER: Donaldson, Lufkin & Jenrette Securities Corporation.

<PAGE>

UNDERWRITING STANDARDS: The underwriting standards of the Company, Old Kent
Mortgage Co., HomeSide Lending, Inc., Independent National Mortgage Corporation,
GMAC Mortgage Corporation or First Nationwide Mortgage Corp., 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, or
a trust if a court within the United States is able to exercise primary
supervision over the administration of the trust and one or more United States
fiduciaries have the authority to control all substantial decisions of the
trust.

VA: The Department of Veterans Affairs, formerly known as the Veterans
Administration, or any successor thereto.

WITHDRAWAL DATE: Any day during the period commencing on the 18th day of
the month of the related Distribution Date (or if such day is not a Business
Day, the immediately preceding Business Day) and ending on the last Business Day
prior to the 21st day of the month of such Distribution Date.

ARTICLE II

CONVEYANCE OF THE TRUST 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

<PAGE>

(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, Cooperative
Stock Certificates, Cooperative Leases, and title, hazard and primary
mortgage insurance policies identified on the Mortgage Loan Schedule
as defined herein, including all Substitute Mortgage Loans, and all
distributions with respect thereto payable on and after the Cut-Off
Date; and (y) the Certificate Account, the Investment Account, the
Reserve Fund, the Class A-3 Rounding Account, the Custodial Accounts
for P&I and the Custodial Accounts for Reserves, including all
property therein and all income from the investment of funds therein
(including any accrued discount realized on liquidation of any
investment purchased at a discount);

(II) All accounts, contract rights, general intangibles, chattel
paper, instruments, documents, money, deposit accounts, certificates
of deposit, goods, letters of credit, advices of credit,
uncertificated securities, and other rights arising from or by virtue
of the disposition of, or collections with respect to, or insurance
proceeds payable with respect to, or claims against other persons with
respect to, all or any part of the collateral described in (I) above
(including any accrued discount realized on liquidation of any
investment purchased at a discount); and

(III) All cash and non-cash proceeds of the collateral described
in (I) and (II) above;

(c) the possession by the Trustee of the Mortgage Notes, the
Mortgages, the Security Agreements, Assignments of Proprietary Lease,
Cooperative Stock Certificates, Cooperative Leases and such other goods,
letters of credit, advices of credit, instruments, money, documents,
chattel paper or certificated securities shall be deemed to be "possession
by the secured party," or possession by a purchaser or a person designated
by him or her, for purposes of perfecting the security interest pursuant to
the Uniform Commercial Code (including, without limitation, Sections 9-305,
8-313 or 8-321 thereof) as in force in the relevant jurisdiction; and

(d) notifications to persons holding such property, and
acknowledgments, receipts or confirmations from persons holding such
property, shall be deemed to be notifications to, or acknowledgments,
receipts or confirmations from, financial intermediaries, bailees or agents
(as applicable) of the Trustee for the purpose of perfecting such security
interest under applicable law.

The Company and the Trustee at the direction of the Company shall, to the
extent consistent with this Agreement, take such actions as may be necessary to
ensure that, if this Agreement were

<PAGE>

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 creditors of, or
against sale, further assignments, satisfaction or discharge by, the Lender, a
Servicer, the Company or the Master Servicer, and the Company shall cause to be
filed the Form UCC-3 assignment and Form UCC-1 financing statement referred to
in clause (Y)(vii) and (ix), respectively, of the definition of "Mortgage File."
In connection with its servicing of Cooperative Loans, the Master Servicer will
use its best efforts to file timely continuation statements, if necessary, with
regard to each financing statement and assignment relating to Cooperative Loans.

In instances where the original recorded Mortgage or any intervening
assignment thereof (recorded or in recordable form) cannot be delivered by the
Company to the Trustee prior to or concurrently with the execution and delivery
hereof (due to a delay on the part of the recording office), the Company may, in
lieu of delivering such original documents, deliver to the Trustee a fully
legible reproduction of the original Mortgage or intervening assignment provided
that the related Lender or originator certifies on the face of such
reproduction(s) or copy as follows: "Certified true and correct copy of original
which has been transmitted for recordation." For purposes hereof, transmitted
for recordation means having been mailed or otherwise delivered for recordation
to the appropriate authority. In all such instances, the Company shall transmit
the original recorded Mortgage and any intervening assignments with evidence of
recording thereon (or a copy of such original Mortgage or intervening assignment
certified by the applicable recording office)(collectively, "Recording
Documents") to the Trustee within 270 days after the execution and delivery
hereof. In instances where, due to a delay on the part of the recording office
where any such Recording Documents have been delivered for recordation, the
Recording Documents cannot be delivered to the Trustee within 270 days after
execution and delivery hereof, the Company shall deliver to the Trustee within
such time period a certificate (a "Company Officer's Certificate") signed by the
Chairman of the Board, President, any Vice President or Treasurer of the Company
stating the date by which the Company expects to receive such Recording
Documents from the applicable recording office. In the event that Recording
Documents have still not been received by the Company and delivered to the
Trustee by the date specified in its previous Company Officer's Certificate
delivered to the Trustee, the Company shall deliver to the Trustee by such date
an additional Company Officer's Certificate stating a revised date by which the
Company expects to receive the applicable Recording Documents. This procedure
shall be repeated until the Recording Documents have been received by the
Company and delivered to the Trustee.

<PAGE>

In instances where, due to a delay on the part of the title insurer, a copy
of the title insurance policy for a particular Mortgage Loan cannot be delivered
to the Trustee prior to or concurrently with the execution and delivery hereof,
the Company shall provide a copy of such title insurance policy to the Trustee
within 90 days after the Company's receipt of the Recording Documents necessary
to issue such title insurance policy. In addition, the Company shall, subject to
the limitations set forth in the preceding sentence, 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
constituted by the Trust Fund 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 Trust Fund are hereby designated
as "regular interests" for purposes of Section 860G(a)(1) of the Code. The Class
R Certificates are being issued in a single Class, which is hereby designated as
the sole class of "residual interests" in the Trust Fund 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 and using an accrual method of accounting
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

<PAGE>

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.

Following the Closing Date, neither the Company nor the Trustee shall
accept any contributions of assets to the Trust Fund unless the Company, the
Trustee and the Certificate Insurer shall have received an Opinion of Counsel
(at the expense of the party seeking to make such contribution) to the effect
that the inclusion of such assets in the Trust Fund will not cause the Trust
Fund to fail to qualify as a REMIC at any time that any Certificates are
outstanding or subject the Trust Fund to any tax under the REMIC Provisions or
other applicable provisions of federal, state and local law or ordinances.

The Trustee and the Master Servicer shall promptly provide the Company with
such information as the Company may from time to time request for the purpose of
enabling the Company to prepare tax returns.

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 and the
Certificate Insurer 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 third 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).

<PAGE>

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 clauses (X)(vi) and (Y)(x) of the definition of
"Mortgage File," known by the Trustee to be required) pursuant to the third
paragraph of Section 2.01 have been executed and received, and that such
documents relate to the Mortgage Loans identified in the Mortgage Loan Schedule.
In performing such review, the Trustee may rely upon the purported genuineness
and due execution of any such document, and on the purported genuineness of any
signature thereon. The Trustee shall not be required to make any independent
examination of any documents contained in each Mortgage File beyond the review
specifically required herein. The Trustee makes no representations as to: (i)
the validity, legality, enforceability or genuineness of any of the Mortgage
Loans identified on the Mortgage Loan Schedule, or (ii) the collectability,
insurability, effectiveness or suitability of any Mortgage Loan. If the Trustee
finds any document or documents constituting a part of a Mortgage File not to
have been executed or received, or to be unrelated to the Mortgage Loans
identified in the Mortgage Loan Schedule, the Trustee shall promptly so notify
the Company. The Company hereby covenants and agrees that, if any such defect
cannot be corrected or cured, the Company shall, not later than 60 days after
the Trustee's notice to it respecting such defect, within the three-month period
commencing on the Closing Date (or within the two-year period commencing on the
Closing Date if the related Mortgage Loan is a "defective obligation" within the
meaning of Section 860G(a)(4)(B)(ii) of the Code and Treasury Regulation Section
1.860G-2(f)), either (i) repurchase the related Mortgage Loan from the Trustee
at the Purchase Price, or (ii) substitute for any Mortgage Loan to which such
defect relates a different mortgage loan (a "Substitute Mortgage Loan") which is
a "qualified replacement mortgage" (as defined in the Code) and, (iii) after
such three-month or two-year period, as applicable, the Company shall repurchase
the Mortgage Loan from the Trustee at the Purchase Price but only if the
Mortgage Loan is in default or default is, in the judgment of the Company,
reasonably imminent. If such defect would cause the Mortgage Loan to be other
than a "qualified mortgage" (as defined in the Code), then notwithstanding the
previous sentence, repurchase or substitution must occur within the sooner of
(i) 90 days from the date the defect was discovered or (ii) in the case of
substitution, 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

<PAGE>

representations and warranties of the Company set forth in Section 2.03 hereof
would not have been incorrect had such Substitute Mortgage Loan originally been
a Mortgage Loan. A Substitute Mortgage Loan may be substituted for a defective
Mortgage Loan whether or not such defective Mortgage Loan is itself a Substitute
Mortgage Loan.

The Purchase Price for each repurchased Mortgage Loan shall be deposited by
the Company in the Certificate Account and, upon receipt by the Trustee of
written notification of such deposit signed by a Servicing Officer, the Trustee
shall release to the Company the related Mortgage File and shall execute and
deliver such instruments of transfer or assignment, in each case without
recourse, as shall be necessary to vest in the Company or its designee or
assignee title to any Mortgage Loan released pursuant hereto. The obligation of
the Company to repurchase or substitute any Mortgage Loan as to which such a
defect in a constituent document exists shall constitute the sole remedy
respecting such defect available to the 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 and
the Certificate Insurer that:

(i) The information set forth in the Mortgage Loan Schedule was
true and correct in all material respects at the date or dates
respecting which such information is furnished;

(ii) As of the Closing Date, other than with respect to
Cooperative Loans, each Mortgage is a valid and enforceable (subject
to Section 2.03(xvi)) first lien on an unencumbered estate in fee
simple in the related Mortgaged Property subject only to (a) liens for
current real property taxes and special assessments; (b) covenants,
conditions and restrictions, rights of way, easements and other
matters of public record as of the date of recording such Mortgage,
such exceptions appearing of record being acceptable to mortgage
lending institutions generally or specifically reflected in the
appraisal obtained in connection with the origination of the Mortgage
Loan; (c) exceptions set forth in the title insurance policy relating
to such Mortgage, such exceptions being acceptable to mortgage lending
institutions generally; and (d) other matters to which like properties
are commonly subject which do not materially interfere with the
benefits of the security intended to be provided by the Mortgage;

(iii) As of the Closing Date, the Company had good title to, and
was the sole owner of, each Mortgage Loan free and clear of any
encumbrance or lien, and immediately upon the transfer and assignment
herein contemplated, the Trustee shall have good title to, and will be
the sole legal owner of, each Mortgage Loan, free and clear of any
encumbrance or lien (other than any lien under this Agreement);

(iv) As of the day prior to the Cut-Off Date, all payments due on
each Mortgage Loan had been made and no Mortgage Loan had been
delinquent (i.e., was more than 30 days past due) more than once in
the preceding 12 months and any such delinquency lasted for no more
than 30 days;

<PAGE>

(v) As of the Closing Date, there is no late assessment for
delinquent taxes outstanding against any Mortgaged Property;

(vi) As of the Closing Date, there is no offset, defense or
counterclaim to any Mortgage Note, including the obligation of the
Mortgagor to pay the unpaid principal or interest on such Mortgage
Note except to the extent that the Buydown Agreement for a Buydown
Loan forgives certain indebtedness of a Mortgagor;

(vii) As of the Closing Date, each Mortgaged Property is free of
damage and in good repair, ordinary wear and tear excepted;

(viii) Each Mortgage Loan at the time it was made complied with
all applicable state and federal laws, including, without limitation,
usury, equal credit opportunity, disclosure and recording laws;

(ix) Each Mortgage Loan was originated by a savings association,
savings bank, credit union, insurance company, or similar institution
which is supervised and examined by a federal or state authority or by
a mortgagee approved by the FHA and will be serviced by an institution
which meets the servicer eligibility requirements established by the
Company;

(x) As of the Closing Date, each Mortgage Loan (except the
Cooperative Loans) is covered by an ALTA form or CLTA form of
mortgagee title insurance policy or other form of policy of insurance
which, as of the origination date of such Mortgage Loan, was
acceptable to FNMA or FHLMC, and has been issued by, and is the valid
and binding obligation of, a title insurer which, as of the
origination date of such Mortgage Loan, was 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% (except for one Mortgage Loan that as of the
Cut-Off Date had a Principal Balance of $493,274) 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);

<PAGE>

(xii) As of the Closing Date, all policies of insurance required
by this Agreement or by a Selling and Servicing Contract have been
validly issued and remain in full force and effect, including such
policies covering the Company or any Servicer;

(xiii) As of the Closing Date, each insurer issuing a Primary
Insurance Policy holds a rating acceptable to the Rating Agency;

(xiv) Each Mortgage was documented by appropriate FNMA/FHLMC
mortgage instruments in effect at the time of origination, or other
instruments approved by the Company;

(xv) As of the Closing Date, other than with respect to a
Cooperative Loan, the Mortgaged Property securing each Mortgage is
improved with a one-to four-family dwelling unit, including units in
a duplex, condominium project, townhouse, a planned unit development
or a de minimis planned unit development;

(xvi) As of the Closing Date, each Mortgage and Mortgage Note is
the legal, valid and binding obligation of the maker thereof and is
enforceable in accordance with its terms, except only as such
enforcement may be limited by laws affecting the enforcement of
creditors' rights generally and principles of equity;

(xvii) As of the date of origination, as to Mortgaged Properties
which are units in condominiums or planned unit developments, all of
such units met FNMA or FHLMC requirements, are located in a
condominium or planned unit development projects which have received
FNMA or FHLMC approval, or are approvable by FNMA or FHLMC;

(xviii) Approximately 0.5% (by Principal Balance) of the Mortgage
Loans are Buydown Loans;

(xix) As of the Cut-Off Date, based solely on representations of
the Mortgagors obtained at the origination of the related Mortgage
Loans, approximately 97.0% (by Principal Balance) of the Mortgage
Loans will be secured by owner-occupied Mortgaged Properties which are
the primary residences of the related Mortgagors, approximately 2.5%
(by Principal Balance) of the Mortgage Loans will be secured by
owner-occupied Mortgaged Properties which were second or vacation
homes of the Mortgagors and approximately 0.5% (by Principal Balance)
of the Mortgage Loans will be secured by Mortgaged Properties which
were investor properties of the related Mortgagors;

(xx) Except with respect to approximately 1.4% (by Principal
Balance as of the Cut-Off Date) of the Mortgage Loans, 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;

<PAGE>

(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;

(xxiv) The Company used no adverse selection procedures in
selecting the Mortgage Loans from among the outstanding fixed-rate
conventional mortgage loans purchased by it which were available for
inclusion in the Mortgage Pool and as to which the representations and
warranties in this Section 2.03 could be made;

(xxv) With respect to a Mortgage Loan that is a Cooperative Loan,
the Cooperative Stock that is pledged as security for the Mortgage
Loan is held by a person as a tenant-stockholder (as defined in
Section 216 of the Code) in a cooperative housing corporation (as
defined in Section 216 of the Code);

(xxvi) Each Cooperative Loan is secured by a valid, subsisting
and enforceable perfected first lien and security interest in the
related Cooperative Stock securing the related Mortgage Note, subject
only to (a) liens of the Cooperative for unpaid assessments
representing the Mortgagor's pro rata share of the Cooperative's
payments for its blanket mortgage, current and future real property
taxes, insurance premiums, maintenance fees and other assessments to
which like collateral is commonly subject, and (b) other matters to
which like collateral is commonly subject which do not materially
interfere with the benefits of the security intended to be provided by
the Security Agreement;

(xxvii) With respect to any Mortgage Loan as to which an
affidavit has been delivered to the Trustee certifying that the
original Mortgage Note is a Destroyed Mortgage Note, if such Mortgage
Loan is subsequently in default, the enforcement of such Mortgage Loan
or of the related Mortgage by or on behalf of the Trustee will not be
materially adversely affected by the absence of the original Mortgage
Note;

(xxvii) As of the date of origination, no Mortgage Loan had a
Loan-to-Value Ratio in excess of 125%; and

(xxviii) Each Mortgage Loan constitutes a qualified mortgage
under Section 860G(a)(3)(A) of the Code and Treasury Regulations
Section 1.860G-2(a)(1).

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 value of the related Mortgage Loans or the interests of the
Certificateholders in the related

<PAGE>

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 and the Certificate Insurer
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 in the same manner in which, and with the same care, skill,
prudence and diligence with which, it services and administers similar mortgage
loans for other portfolios, 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 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

<PAGE>

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. Notwithstanding the foregoing, the Master
Servicer shall not permit any modification with respect to any Mortgage Loan
that would both constitute a sale or exchange of such Mortgage Loan within the
meaning of Section 1001 of the Code (including any proposed, temporary or final
regulations promulgated thereunder) (other than in connection with a proposed
conveyance or assumption of such Mortgage Loan that is treated as a Principal
Prepayment or in a default situation) and cause the REMIC to fail to qualify as
such under the Code. The Master Servicer shall be entitled to approve a request
from a Mortgagor for a partial release of the related Mortgaged Property, the
granting of an easement thereon in favor of another Person, any alteration or
demolition of the related Mortgaged Property or other similar matters if it has
determined, exercising its good faith business judgment in the same manner as it
would if it were the owner of the related Mortgage Loan, that the security for,
and the timely and full collectability of, such Mortgage Loan would not be
adversely affected thereby and that the Trust Fund would not fail to continue to
qualify as a REMIC under the Code as a result thereof and that no tax on
"prohibited

<PAGE>

transactions" or "contributions" after the startup day would be imposed on the
REMIC as a result thereof.

Section 3.02. CUSTODIAL ACCOUNTS. The Master Servicer shall cause to be
established and maintained Custodial Accounts for P&I, Buydown Fund Accounts (if
any) and special Custodial Accounts for Reserves and shall deposit or cause to
be deposited therein daily the amounts related to the Mortgage Loans required by
the Selling and Servicing Contracts to be so deposited. Proceeds received with
respect to individual Mortgage Loans from any title, hazard, or FHA insurance
policy, VA guaranty, Primary Insurance Policy, or other insurance policy (other
than the Certificate 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 Accounts 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.;

(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.

The Master Servicer hereby undertakes to assure remittance to
Certificateholders of all amounts relating to Mortgage Loans that have been
collected by any Servicer and are due to the Certificateholders pursuant to
Section 4.01 of this Agreement.

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;

<PAGE>

(ii) Payoffs and the proceeds of other types of liquidations of
Mortgage Loans received by the applicable Servicer for such Mortgage Loans
during the applicable period, with interest to the date of Payoff or
liquidation less any amounts to be withdrawn later by the applicable
Servicer from the applicable Buydown Fund Accounts; and

(iii) Curtailments received by the applicable Servicer in the Prior
Period.

In addition, the Master Servicer may, at its option, withdraw or direct the
withdrawal, for deposit in the Investment Account, of any funds in the
Certificate Account to be distributed on the related Distribution Date.

At its option, the Master Servicer may invest funds withdrawn from the
Custodial Accounts for P&I, as well as any Buydown Funds, Insurance Proceeds and
Liquidation Proceeds previously received by the Master Servicer (including
amounts paid by the Company in respect of any Purchase Obligation or its
substitution obligations set forth in Section 2.02 or Section 2.03 or in
connection with the exercise of the option to terminate this Agreement pursuant
to Section 9.01) for its own account and at its own risk, during any period
prior to their deposit in the Certificate Account. Such funds, as well as any
funds which were withdrawn from the Custodial Accounts for P&I on or before the
Withdrawal Date, but not yet deposited into the Certificate Account, shall
immediately be deposited by the Master Servicer with the Investment Depository
in an Investment Account in the name of the Master Servicer and the Trustee for
investment only as set forth in this Section 3.03. The Master Servicer shall
bear any and all losses incurred on any investments made with such funds and
shall be entitled to retain all gains realized on such investments as additional
servicing compensation. Not later than the Business Day prior to the
Distribution Date, the Master Servicer shall deposit such funds, net of any
gains (except Payoff Earnings) earned thereon, in the Certificate Account.

(b) Funds held in the Investment Account shall be invested in (i) one or
more Eligible Investments which shall in no event mature later than the Business
Day prior to the related Distribution Date (except if such Eligible Investments
are obligations of the Trustee, such Eligible Investments may mature on the
Distribution Date), or (ii) such other instruments as shall be required to
maintain the Ratings (determined in the case of the Insured Certificates,
without regard to the effect of the Certificate Insurance Policy).

Section 3.04. THE CERTIFICATE ACCOUNT.

(a) Not later than the Business Day prior to the related Distribution Date,
the Master Servicer shall direct the Investment Depository to deposit the
amounts previously deposited into the Investment Account (which may include a
deposit of Eligible Investments) to which the 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. The
Trustee shall deposit into the Certificate Account amounts received under the
Certificate Insurance Policy in accordance with Section 3.16(b) hereof.

51
<PAGE>

(b) Funds held in the Certificate Account shall be invested at the
direction of the Master Servicer in (i) one or more Eligible Investments which
shall in no event mature later than the Business Day prior to the related
Distribution Date (except if such Eligible Investments are obligations of the
Trustee, such Eligible Investments may mature on the Distribution Date), or (ii)
such other instruments as shall be required to maintain the Ratings.

Section 3.05. PERMITTED WITHDRAWALS FROM THE CERTIFICATE ACCOUNT AND
CUSTODIAL ACCOUNTS FOR P&I AND OF BUYDOWN FUNDS FROM THE BUYDOWN FUND ACCOUNTS.

(a) The Master Servicer is authorized to make withdrawals, from time to
time, from the Certificate Account or the Custodial Account for P&I, as
applicable, of amounts deposited therein in respect of the Certificates, as
follows:

(i) To reimburse itself or the applicable Servicer for Monthly P&I
Advances made pursuant to Section 4.03 or a Selling and Servicing Contract,
the Master Servicer's right to reimburse itself or such Servicer pursuant
to this paragraph (i) being limited to amounts received on particular
Mortgage Loans (including, for this purpose, Insurance Proceeds and
Liquidation Proceeds) which represent late recoveries of principal and/or
interest respecting which any such Monthly P&I Advance was made;

(ii) To reimburse itself or the applicable Servicer for amounts
expended by or for the account of the Master Servicer pursuant to Section
3.09 or amounts expended by such Servicer pursuant to the Selling and
Servicing Contracts in connection with the restoration of property damaged
by an Uninsured Cause or in connection with the liquidation of a Mortgage
Loan;

(iii) To pay to itself the Master Servicing Fee (net of Compensating
Interest reduced by Payoff Earnings and Payoff Interest) as to which no
prior withdrawals from funds deposited by the Master Servicer have been
made;

(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 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

<PAGE>

Loan, the Master Servicer or the applicable Servicer shall keep and maintain
separate accounting for each Mortgage Loan, for the purpose of justifying any
such withdrawals.

(b) The Master Servicer (or the applicable Servicer, if such Servicer holds
and maintains a Buydown Fund Account) is authorized to make withdrawals, from
time to time, from the Buydown Fund Account or Custodial Account for P&I of the
following amounts of Buydown Funds:

(i) to deposit each month in the Investment Account the amount
necessary to supplement payments received on Buydown Loans;

(ii) in the event of a Payoff of any Mortgage Loan having a related
Buydown Fund, to apply amounts remaining in Buydown Fund Accounts to reduce
the required amount of such principal Payoff (or, if the Mortgagor has made
a Payoff, to refund such remaining Buydown Fund amounts to the Person
entitled thereto);

(iii) in the event of foreclosure or liquidation of any Mortgage Loan
having a Buydown Fund, to deposit remaining Buydown Fund amounts in the
Investment Account as Liquidation Proceeds; and

(iv) to clear and terminate the portion of any account representing
Buydown Funds pursuant to Section 9.01.

(c) The Trustee is authorized to make withdrawals from time to time from
the Certificate Account to reimburse itself for advances it has made pursuant to
Section 7.01(a) hereof that it has determined to be Nonrecoverable Advances.

Section 3.06. MAINTENANCE OF PRIMARY INSURANCE POLICIES; COLLECTIONS
THEREUNDER. The Master Servicer and the applicable Servicer shall use their best
reasonable efforts to keep in full force and effect each Primary Insurance
Policy required with respect to a Mortgage Loan, in the manner set forth in the
applicable Selling and Servicing Contract, until no longer required.
Notwithstanding the foregoing, the Master Servicer shall have no obligation to
maintain such Primary Insurance Policy for a Mortgage Loan for which the
outstanding Principal Balance thereof at any time subsequent to origination was
80% or less of the value of the related Mortgaged Property (as determined by the
appraisal obtained at the time of origination).

Unless required by applicable law, neither the Master Servicer nor any
Servicer shall cancel or refuse to renew any such Primary Insurance Policy in
effect at the date of the initial issuance of the Certificates that is required
to be kept in force hereunder; provided, however, that neither the Master
Servicer nor any Servicer shall advance funds for the payment of any premium due
under any Primary Insurance Policy if it shall determine that such an advance
would be a Nonrecoverable Advance.

Section 3.07. MAINTENANCE OF HAZARD INSURANCE. The Master Servicer shall
cause to be maintained for each Mortgage Loan (other than a Cooperative Loan)
fire insurance with extended coverage in an amount which is not less than the
original principal balance of such Mortgage Loan, except in cases approved by
the Master Servicer in which such amount exceeds the value of the improvements
to the Mortgaged Property. The Master Servicer shall also require fire insurance

<PAGE>

with extended coverage in a comparable amount on property acquired upon
foreclosure, or deed in lieu of foreclosure, of any Mortgage Loan (other than a
Cooperative Loan). Any amounts collected under any such policies (other than
amounts to be applied to the restoration or repair of the related Mortgaged
Property) shall be deposited into the Custodial Account for P&I, subject to
withdrawal pursuant to the applicable Selling and Servicing Contract and
pursuant to Section 3.03 and Section 3.05. Any unreimbursed costs incurred in
maintaining any insurance described in this Section 3.07 shall be recoverable as
an advance by the Master Servicer from the Certificate Account. Such insurance
shall be with insurers approved by the Master Servicer and FNMA or FHLMC. Other
additional insurance may be required of a Mortgagor, in addition to that
required pursuant to such applicable laws and regulations as shall at any time
be in force and as shall require such additional insurance. Where any part of
any improvement to the Mortgaged Property (other than a Mortgaged Property
secured by a Cooperative Loan) is located in a federally designated special
flood hazard area and in a community which participates in the National Flood
Insurance Program at the time of origination of the related Mortgage Loan, the
Master Servicer shall cause flood insurance to be provided. The hazard insurance
coverage required by this Section 3.07 may be met with blanket policies
providing protection equivalent to individual policies otherwise required. The
Master Servicer or the applicable Servicer shall be responsible for paying any
deductible amount on any such blanket policy. The Master Servicer agrees to
present, or cause to be presented, on behalf of and for the benefit of the
Trustee and Certificateholders, claims under the hazard insurance policy
respecting any Mortgage Loan, and in this regard to take such reasonable actions
as shall be necessary to permit recovery under such policy.

Section 3.08. ENFORCEMENT OF DUE-ON-SALE CLAUSES; ASSUMPTION AGREEMENTS.
When any Mortgaged Property is about to be conveyed by the Mortgagor, the Master
Servicer shall, to the extent it has knowledge of such prospective conveyance
and prior to the time of the consummation of such conveyance, exercise on behalf
of the Trustee the Trustee's rights to accelerate the maturity of such Mortgage
Loan, to the extent that such acceleration is permitted by the terms of 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.

<PAGE>

Notwithstanding the foregoing paragraph or any other provision of this
Agreement, the Master Servicer shall not be deemed to be in default, breach or
any other violation of its obligations hereunder by reason of any assumption of
a Mortgage Loan by operation of law or any assumption which the Master Servicer
may be restricted by law from preventing, for any reason whatsoever.

Section 3.09. REALIZATION UPON DEFAULTED MORTGAGE LOANS. The Master
Servicer shall foreclose upon or otherwise comparably convert, or cause to be
foreclosed upon or comparably converted, the ownership of any Mortgaged Property
securing a Mortgage Loan which comes into and continues in default and as to
which no satisfactory arrangements can be made for collection of delinquent
payments pursuant to Section 3.01. In lieu of such foreclosure or other
conversion, and taking into consideration the desirability of maximizing net
Liquidation Proceeds after taking into account the effect of Insurance Proceeds
upon Liquidation Proceeds, the Master Servicer may, to the extent consistent
with prudent mortgage loan servicing practices, accept a payment of less than
the outstanding Principal Balance of a delinquent Mortgage Loan in full
satisfaction of the indebtedness evidenced by the related Mortgage Note and
release the lien of the related Mortgage upon receipt of such payment. The
Master Servicer shall not foreclose upon or otherwise comparably convert a
Mortgaged Property if there is evidence of toxic waste, other hazardous
substances or other evidence of environmental contamination thereon and the
Master Servicer determines that it would be imprudent to do so. In connection
with such foreclosure or other conversion, the Master Servicer shall cause to be
followed such practices and procedures as it shall deem necessary or advisable
and as shall be normal and usual in general mortgage servicing activities. The
foregoing is subject to the provision that, in the case of damage to a Mortgaged
Property from an Uninsured Cause, the Master Servicer shall not be required to
advance its own funds towards the restoration of the property unless it shall be
determined in the sole judgment of the Master Servicer, (i) that such
restoration will increase the proceeds of liquidation of the Mortgage Loan to
Certificateholders after reimbursement to itself for such expenses, and (ii)
that such expenses will be recoverable to it through Liquidation Proceeds. The
Master Servicer shall be responsible for all other costs and expenses incurred
by it in any such proceedings; provided, however, that it shall be entitled to
reimbursement thereof (as well as its normal servicing compensation) as an
advance. The Master Servicer shall maintain information required for tax
reporting purposes regarding any Mortgaged Property which is abandoned or which
has been foreclosed or otherwise comparably converted. The Master Servicer shall
report such information to the Internal Revenue Service and the Mortgagor in the
manner required by applicable law.

The 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 and the Certificate Insurer 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

<PAGE>

result in the receipt by the REMIC of any "income from non-permitted assets"
within the meaning of Section 860F(a)(2)(B) of the Code or any "net income from
foreclosure property" which is subject to taxation under the REMIC Provisions.
Pursuant to its efforts to sell such property, the Master Servicer shall either
itself or through an agent selected by the Master Servicer protect and conserve
such property in the same manner and to such extent as is customary in the
locality where such property is located and may, incident to its conservation
and protection of the interests of the Certificateholders, rent the same, or any
part thereof, as the Master Servicer deems to be in the best interest of the
Master Servicer and the Certificateholders for the period prior to the sale of
such property. Additionally, the Master Servicer shall perform the tax
withholding and shall file information returns with respect to the receipt of
mortgage interests received in a trade or business, the reports of foreclosures
and abandonments of any Mortgaged Property and the information returns relating
to cancellation of indebtedness income with respect to any Mortgaged Property
required by Sections 6050H, 6050J and 6050P, respectively, of the Code, and
deliver to the Trustee an Officers' Certificate on or before March 31 of each
year stating that such reports have been filed. Such reports shall be in form
and substance sufficient to meet the reporting requirements imposed by Sections
6050H, 6050J and 6050P of the Code.

Notwithstanding any other provision of this Agreement, the Master Servicer
shall comply with all federal withholding requirements with respect to payments
to Certificateholders of interest or original issue discount that the Master
Servicer reasonably believes are applicable under the Code. The consent of
Certificateholders shall not be required for any such withholding. Without
limiting the foregoing, the Master Servicer agrees that it will not withhold
with respect to payments of interest or original issue discount in the case of a
Certificateholder that has furnished or caused to be furnished an effective Form
W-8 or an acceptable substitute form or a successor form and who is not a "10
percent shareholder" within the meaning of Code Section 871(h)(3)(B) or a
"controlled foreign corporation" described in Code Section 881(c)(3)(C) with
respect to the REMIC, the Trust Fund or the depositor. In the event the Trustee
withholds any amount from interest or original issue discount payments or
advances thereof to any Certificateholder pursuant to federal withholding
requirements, the Trustee shall indicate the amount withheld to such
Certificateholder.

Section 3.10. TRUSTEE TO COOPERATE; RELEASE OF MORTGAGE FILES. Upon the
Payoff or scheduled maturity of any Mortgage Loan, the Master Servicer shall
cause such final payment to be immediately deposited in the related Custodial
Account for P&I or the Investment Account. Upon notice thereof, the Master
Servicer shall promptly notify the Trustee by a certification (which
certification shall include a statement to the effect that all amounts received
in connection with such payment which are required to be deposited in either
such account have been so deposited) of a Servicing Officer and shall request
delivery to it of the Mortgage File. Upon receipt of such certification and
request, the Trustee shall, not later than the fifth succeeding Business Day,
release the related Mortgage File to the Master Servicer or the applicable
Servicer indicated in such request. With any such Payoff or other final payment,
the Master Servicer is authorized to prepare for and procure from the trustee or
mortgagee under the Mortgage which secured the Mortgage Note a deed of full
reconveyance or other form of satisfaction or assignment of Mortgage and
endorsement of Mortgage Note in connection with a refinancing covering the
Mortgaged Property, which satisfaction, endorsed Mortgage Note or assigning
document shall be delivered by the Master Servicer to the person or persons
entitled thereto. No expenses incurred in connection with such satisfaction or
assignment shall be payable to the Master Servicer by the Trustee or from the
Certificate Account, the Investment Account or the related Custodial Account for
P&I. From time

<PAGE>

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.

Section 3.12. REPORTS TO THE TRUSTEE AND THE CERTIFICATE INSURER;
CERTIFICATE ACCOUNT STATEMENT. Not later than 15 days after each Distribution
Date, the Master Servicer shall forward to the Trustee and the Certificate
Insurer 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.

<PAGE>

Section 3.13. ANNUAL STATEMENT AS TO COMPLIANCE. The Master Servicer shall
deliver to the Trustee and the Certificate Insurer, 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 the Certificate Insurer and their respective 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 and the Certificate Insurer 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.

Section 3.16. MAINTENANCE OF THE CERTIFICATE INSURANCE POLICY; COLLECTIONS
THEREUNDER.

(a) Prior to 5:00 P.M. New York City time on the third Business Day prior
to each Distribution Date, the Master Servicer shall determine if a Deficiency
Amount for such Distribution Date exists and, if so, shall immediately notify
the Trustee who shall complete the Notice and submit such Notice in accordance
with the Certificate Insurance Policy to the Certificate Insurer no later than
12:00 P.M., New York City time, on the second Business Day immediately preceding
each Distribution Date, as a claim for an Insured Payment in an amount equal to
such Deficiency Amount. If at any time the Trustee determines that a Preference
Amount is payable under the terms of the Certificate Insurance Policy, the
Trustee shall take the actions required by the terms of the Certificate
Insurance Policy to obtain payment of such Preference Amount by the Certificate
Insurer.

(b) Upon receipt of an Insured Payment from the Certificate Insurer on
behalf of the Class A-3 Certificateholders, the Trustee shall deposit such
Insured Payment in the Certificate

<PAGE>

Account. All such amounts on deposit in the Certificate Account shall remain
uninvested. The Trustee shall include on each Distribution Date the Deficiency
Amount for such Distribution Date in the amount distributed to the Class A-3
Certificates pursuant to Section 4.05. If on any Distribution Date, the Trustee
or the Master Servicer determines that the Certificate Insurer has paid more
under the Certificate Insurance Policy than is required by the terms thereof,
the Trustee shall promptly return the excess amount to the Certificate Insurer.

(c) The Trustee shall (i) receive as attorney-in-fact of each Insured
Certificateholder any Insured Payment from the Certificate Insurer and (ii)
distribute such Insured Payment to such Insured Certificateholders as set forth
in subsection (b) above. Insured Payments disbursed by the Trustee from
proceeds of the Certificate Insurance Policy shall not be considered payment by
the Trust Fund with respect to the Insured Certificates, nor shall such
disbursement of such Insured Payments discharge the obligations of the Trust
Fund with respect to the amounts thereof, and the Certificate Insurer shall
become owner of such amounts to the extent covered by such Insured Payments as
the deemed assignee of such Insured Certificateholders. The Trustee hereby
agrees on behalf of each Insured Certificateholder (and each Insured
Certificateholder, by its acceptance of its Insured Certificates, hereby agrees)
for the benefit of the Certificate Insurer that the Trustee shall recognize that
to the extent the Certificate Insurer makes Insured Payments, either directly or
indirectly (as by paying through the Trustee), to the Insured
Certificateholders, the Certificate Insurer will be entitled to be subrogated to
the rights of the Insured Certificateholders to the extent of such payments.

In addition, in the event that the Certificate Insurer or the Company
determines that the Trustee has failed (i) to make a claim available under the
Certificate Insurance Policy or failed to distribute or cause to be distributed
to Certificateholders any amount required to be distributed hereunder (including
any Insured Payment), if such amount is held by the Trustee or its Paying Agent
(other than the Master Servicer or the Company) for distribution or (ii) to
otherwise observe or perform in any material respect any of its covenants,
agreements or obligations hereunder, and such failure shall continue unremedied
for a period of 5 days (in respect of clause (i) above) or 30 days (in respect
of clause (ii) above) after the date on which written notice of such failure,
requiring that the same be remedied, shall have been given to the Trustee by the
Company or the Certificate Insurer, then the Certificate Insurer or the Company
with the consent of the Certificate Insurer, which consent shall not be
unreasonably withheld, may remove the Trustee and appoint a successor trustee by
written instrument delivered as provided in the preceding sentence. In
connection with the appointment of a successor trustee pursuant to the preceding
sentence, the Company or the Certificate Insurer, as applicable, shall, on or
before the date on which any such appointment becomes effective, obtain from the
Rating Agency written confirmation that the appointment of any such successor
trustee will not result in the reduction of the Ratings below the lesser of the
then current or original Ratings (in the case of the Insured Certificates,
without regard to the existence of the Certificate Insurance Policy).

Section 3.17. MAINTENANCE OF THE RESERVE FUND; COLLECTIONS THEREUNDER. On
or prior to the Closing Date, the Master Servicer shall cause to be established
and maintained the Reserve Fund in the Reserve Fund Initial Amount to provide
coverage to the Insured Certificates for Uncompensated Interest Shortfall
allocable to the Insured Certificates. With respect to any Distribution Date
where the Master Servicer determines that an Uncompensated Interest Shortfall
exists, the Master Servicer shall determine the amount of the Uncompensated
Interest Shortfall allocable to the Insured Certificates on such Distribution
Date and shall notify the Trustee by 5:00

<PAGE>

P.M. New York City time on the third Business Day prior to the Distribution Date
of such amount. In accordance with Section 4.03(b), the Trustee shall then
withdraw from the Reserve Fund, to the extent funds are available therein, any
amounts needed to cover such amount of Uncompensated Interest Shortfall
allocable to the Insured Certificates. Withdrawals from the Reserve Account
made pursuant to this Section 3.17 for such Distribution Date shall be
distributed pursuant to Section 4.01 to the Insured Certificates as interest
thereon pro rata according to the amount of Uncompensated Interest Shortfall
otherwise allocable to each such Insured Certificate. Upon depletion of the
Reserve Fund, an amount equal to the Uncompensated Interest Shortfall allocable
to the Insured Certificates, or any portions thereof in excess of the then
existing balance of the Reserve Fund ("Uncovered Shortfall"), will be paid from
proceeds of the Certificate Insurance Policy to the related Insured Certificates
on the related Distribution Date in accordance with Section 3.16. Any amounts
of Uncovered Shortfall allocable to the Insured Certificates not paid by the
Certificate Insurer due to a default of the Certificate Insurer under the
Certificate Insurance Policy will be passed through to the Insured
Certificateholders.

Any amounts withdrawn by the Trustee from the Reserve Fund shall be
deposited in the Certificate Account for distribution to the Insured
Certificateholders as described in the immediately preceding paragraph.

Upon termination of the Trust Fund, the Master Servicer shall promptly
remit to the Underwriter any amounts at the time remaining in the Reserve Fund.

Amounts on deposit in the Reserve Fund shall not be invested.

The Reserve Fund established hereunder, to the extent that it constitutes a
"reserve fund" for purposes of the REMIC Provisions, shall be an "outside
reserve fund" as defined in Treasury Regulation 1.860G-2(h), and in that regard
(i) such fund shall be an outside reserve fund and not an asset of the REMIC,
(ii) such fund shall be owned for federal tax purposes by the Underwriter and
the Underwriter shall report all amounts of income, deduction, gain or loss
accruing therefrom, and (iii) amounts transferred by the REMIC to the Reserve
Fund shall be treated as distributed by the REMIC to the Underwriter.

Section 3.18. MAINTENANCE OF THE CLASS A-3 ROUNDING ACCOUNT; COLLECTIONS
THEREUNDER. On or prior to the Closing Date, the Master Servicer shall cause to
be established and maintained the Class A-3 Rounding Account in an initial
amount equal to $999.99 to provide, if needed, the Rounding Amount, on any
Distribution Date. On the first Distribution Date on which distributions of
principal on the Class A-3 Certificates are made, if the Master Servicer
determines that amounts are available for distributions of principal on the
Class A-3 Certificates, and the aggregate amount allocable to such distributions
of principal is not an amount equal to an integral multiple of $1,000, except as
provided below, the Master Servicer shall notify the Trustee by 5:00 P.M. New
York City time on the third Business Day prior to such Distribution Date of the
Rounding Amount. In accordance with Section 4.05, the Trustee shall then
withdraw from the Class A-3 Rounding Account, the Rounding Amount. On each
succeeding Distribution Date for which the Master Servicer determines that
amounts are available for distributions of principal on the Class A-3
Certificates, the aggregate amount allocable to the Class A-3 Certificates will
be applied first to repay any funds withdrawn from the Class A-3 Rounding
Account on the prior Distribution Dates which have not been repaid. If the
remainder of the aggregate amount allocable to such distributions of principal
is not an amount equal to an integral multiple of $1,000, except as

<PAGE>

provided below, the Master Servicer shall notify the Trustee by 5:00 P.M. New
York City time on the third Business Day prior to such Distribution Date of the
difference between such amount and the next higher integral multiple of $1,000.
In accordance with Section 4.05, the Trustee shall then withdraw from the Class
A-3 Rounding Account, to the extent funds are available therein, the amount so
notified by the Master Servicer.

Any amounts withdrawn by the Trustee from the Class A-3 Rounding Account
shall be deposited in the Certificate Account for distribution to the Insured
Certificateholders as described in the immediately preceding paragraph.

Upon termination of the Trust Fund, the Master Servicer shall promptly
remit to the Underwriter any amounts remaining in the Class A-3 Rounding
Account.

Amounts on deposit in the Class A-3 Rounding Account shall not be invested.

The Class A-3 Rounding Account established hereunder, to the extent that it
constitutes a "reserve fund" for purposes of the REMIC Provisions, shall be an
"outside reserve fund" as defined in Treasury Regulation 1.860G-2(h), and in
that regard (i) such fund shall be an outside reserve fund and not an asset of
the REMIC, (ii) such fund shall be owned for federal tax purposes by the
Underwriter and the Underwriter shall report all amounts of income, deduction,
gain or loss accruing therefrom, and (iii) amounts transferred by the REMIC to
the Class A-3 Rounding Account shall be treated as distributed by the REMIC to
the Underwriter.

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.

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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 distribute, from the
amount so withdrawn, to the extent of the Available Distribution Amount, the
Certificate Distribution Amount (provided, that any amount distributable to the
Class A-3 Certificates, other than amounts received from the Certificate Insurer
pursuant to the Certificate Insurance Policy which shall be distributed in
accordance with Section 3.16, shall be used first, to pay any amount payable to
the Class A-3 Rounding Account pursuant to Section 3.18) and make payments to
the Certificate Insurer (as described in Section 3.16) in respect of the
Certificate Insurer"s subrogation of certain rights to payments due to the
Insured Certificateholders, (ii) distribute Excess Liquidation Proceeds to the
Class R Certificateholders, (iii) withdraw from the Reserve Fund the amounts
specified in Section 3.17 and distribute the amounts so withdrawn to the Insured
Certificates in accordance with such Section 3.17, (iv) withdraw from the Class
A-3 Rounding Account the amounts specified in Section 3.18 and distribute the
amounts so withdrawn to the Insured Certificates in accordance with such Section
3.18, and (v) withdraw the Deficiency Amount, if any, from the Certificate
Account and distribute such amount to the Insured Certificates in accordance
with Section 3.16, all (except with respect to payments to the Certificate
Insurer) 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 and, with respect to payments
to the Certificate Insurer, by means of payment acceptable to the Certificate
Insurer.

(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 Trust Fund) shall be payable in the
manner provided above only upon presentation and surrender thereof on or after
the Distribution Date therefor at the office or agency of the Certificate
Registrar specified in the notice delivered pursuant to Section 4.01(c)(ii) or
Section 9.01(b).

(c) Whenever, on the basis of Curtailments, Payoffs and Monthly Payments on
the Mortgage Loans and Insurance Proceeds, proceeds of the Certificate Insurance
Policy and Liquidation Proceeds received and expected to be received during the
Prior Period, the Master Servicer has notified the Trustee that it believes that
the entire remaining unpaid Class Principal Balance of any Class of Certificates
will become distributable on the next Distribution Date, the Trustee shall, no
later than the 18th day of the month of such Distribution Date, mail or cause to
be mailed to each Person in whose name a Certificate 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:

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(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 the distribution payable to the applicable Class that represents
principal and the amount that represents interest, and the applicable Class
Principal Balance after giving effect to such distribution.

Upon request by any Certificateholder or the Trustee, the Master Servicer
shall forward to such Certificateholder or Class R Certificateholder, the
Trustee and the Company (if the Company is no longer acting as Master Servicer)
an additional report which sets forth with respect to the Mortgage Loans:

(a) The number and aggregate Principal Balance of the Mortgage
Loans delinquent one, two and three months or more;

(b) The (i) number and aggregate Principal Balance of Mortgage
Loans with respect to which foreclosure proceedings have been
initiated, and (ii) the number and aggregate book value of Mortgaged
Properties acquired through foreclosure, deed in lieu of foreclosure
or other exercise of rights respecting the Trustee"s security interest
in the Mortgage Loans;

(c) The amount of Special Hazard Coverage available to the
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;

(f) The amount of Certificate Insurer Reimbursement Amounts as
of such Determination Date, any amount payable to the Certificate
Insurer pursuant to its subrogation rights, and the amount of coverage
available to the Insured Certificates under the Reserve Fund as of the
close of business on the applicable Determination Date; and

<PAGE>

(g) The amount of Realized Losses allocable to the Certificates
on the related Distribution Date and the cumulative amount of Realized
Losses allocated to such Certificates since the Cut-Off Date.

Upon request by any 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.

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 entitled
to receive from the Custodial Accounts for P&I amounts received by the
applicable Servicer on particular Mortgage Loans as late payments of principal
and interest or as Liquidation or Insurance Proceeds and respecting which the
Master Servicer has made an unreimbursed advance of principal and interest. The
Master Servicer is also entitled to receive other amounts from the Custodial
Accounts for P&I to reimburse

<PAGE>

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) Prior to 5:00 P.M. New York City time on the third Business Day prior
to each Distribution Date, the Master Servicer shall provide the Trustee and the
Certificate Insurer with a statement regarding the amount of the Deficiency
Amount, if any, to be paid by the Certificate Insurer, the amount, if any, to be
withdrawn from the Reserve Fund with respect to Uncompensated Interest Shortfall
and 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," Section 4.01 hereof and other
related definitions set forth in Article I hereof).

(c) If, for any Distribution Date, the Master Servicer has determined
that there will be an Uncompensated Interest Shortfall, upon notice from the
Master Servicer to the Trustee as described in paragraph (b) above, on the
applicable Withdrawal Date, the Trustee shall make or cause to be made, as
applicable, a withdrawal from the Reserve Fund and deposit in the Certificate
Account the amount of such Uncompensated Interest Shortfall allocable to the
Insured Certificates, to the extent of the amounts remaining in the Reserve Fund
after applicable withdrawals.

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 and the Certificate Insurer on the
Determination Date and detailing the reasons for such determination.
Notwithstanding any other provision of this Agreement, the Certificate Insurance
Policy, 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.

Section 4.05. PRINCIPAL DISTRIBUTIONS ON THE INSURED CERTIFICATES. Prior
to the Credit Support Depletion Date, distributions in reduction of the Class
A-3 Principal Balance will be made in integral multiples of $1,000 at the
request of the appropriate representatives of Deceased Holders of Insured
Certificates and at the request of Living Holders of Insured Certificates or by
mandatory distributions by Random Lot, pursuant to clauses (a) and (d) below. On
and after the Credit

<PAGE>

Support Depletion Date, distributions in reduction of the Class A-3 Principal
Balance will be made on a pro rata basis pursuant to clause (e) below.

(a) On each Distribution Date on which principal distributions to the
Class A-3 Certificates are made, such distributions will be made in the
following priority:

(i) any request by a Deceased Holder, but not exceeding an aggregate
amount of $25,000 for each requesting Deceased Holder; and

(ii) any request by a Living Holder, but not exceeding an aggregate
amount of $10,000 for each requesting Living Holder.

Thereafter, distributions will be made, with respect to the Insured
Certificates, as provided in clauses (i) and (ii) above up to a second $25,000
and $10,000, respectively. This sequence of priorities will be repeated for
each request for principal distributions made by the Holders of the Insured
Certificates until all such requests have been honored.

Requests for principal distributions presented on behalf of Deceased
Holders in accordance with the provisions of clause (i) above will be accepted
in order of their receipt by DTC. Requests for principal distributions
presented in accordance with the provisions of clause (ii) above will be
accepted in the order of their receipt by DTC; provided, however, that
distributions will be subject to the priorities described in the preceding
paragraph. All requests for principal distributions to Class A-3 Certificates
will be accepted in accordance with the provisions set forth in Section 4.05(c).
All requests for principal distributions to Class A-3 Certificates with respect
to any Distribution Date must be received by DTC and forwarded to, and received
by, the Trustee no later than the close of business on the related Record Date.
Requests for distributions that are received by the Trustee after the related
Record Date and requests for distributions not accepted with respect to any
Distribution Date, will be treated as requests for principal distributions to
Class A-3 Certificates on the next succeeding Distribution Date, and each
succeeding Distribution Date thereafter, until each such request is accepted or
is withdrawn as provided in Section 4.05(c). Such requests as are not so
withdrawn shall retain their order of priority without the need for any further
action on the part of the appropriate Holder of the related Insured Certificate,
all in accordance with the procedures of DTC and the Trustee. Upon the transfer
of beneficial ownership of any Insured Certificate, any distribution request
previously submitted with respect to such Certificate will be deemed to have
been withdrawn only upon the receipt by the Trustee on or before the Record Date
for such Distribution Date of notification of such withdrawal in the manner set
forth in Section 4.05(c) using a form required by DTC.

Distributions in reduction of the Class A-3 Principal Balance will be
applied in an amount equal to the portion of the Senior Principal Distribution
Amount allocable to the Class A-3 Certificates pursuant to Section 4.01, plus
any amounts available for distribution from the Class A-3 Rounding Account
established as provided in Section 3.18, provided that the aggregate
distribution of principal to the Class A-3 Certificates on any Distribution Date
shall be made in an integral multiple of $1,000.

To the extent that the portion of the Senior Principal Distribution Amount
allocable to the Class A-3 Certificates on any Distribution Date exceeds the
aggregate Certificate Principal Balance of Insured Certificates with respect to
which distribution requests, as set forth above, have been

<PAGE>

received, principal distributions in reduction of the Class A-3 Principal
Balance will be made by mandatory distribution pursuant to Section 4.05(d).

(b) An Insured Certificate shall be deemed to be held by a Deceased
Holder for purposes of this Section 4.05 if the death of the Holder thereof is
deemed to have occurred. Insured Certificates beneficially owned by tenants by
the entirety, joint tenants or tenants in common will be considered to be
beneficially owned by a single owner. The death of a tenant by the entirety,
joint tenant or tenant in common will be deemed to be the death of the Holder,
and the Insured Certificates so beneficially owned will be eligible for priority
with respect to principal distributions, subject to the limitations stated
above. Insured Certificates beneficially owned by a trust will be considered to
be beneficially owned by each beneficiary of the trust to the extent of such
beneficiary"s beneficial interest therein, but in no event will a trust"s
beneficiaries collectively be deemed to be Holders of a number of Individual
Insured Certificates greater than the number of Individual Insured Certificates
of which such trust is the owner. The death of a beneficiary of a trust will be
deemed to be the death of a Holder of the Insured Certificates, as applicable,
owned by the trust to the extent of such beneficiary"s beneficial interest in
such trust. The death of an individual who was a tenant by the entirety, joint
tenant or tenant in common in a tenancy which is the beneficiary of a trust will
be deemed to be the death of the beneficiary of such trust. The death of a
person who, during his or her lifetime, was entitled to substantially all of the
beneficial ownership interests in Individual Insured Certificates will be deemed
to be the death of the Holder of such Insured Certificates regardless of the
registration of ownership, if such beneficial interest can be established to the
satisfaction of the Trustee. Such beneficial interest will be deemed to exist
in typical cases of street name or nominee ownership, ownership by a trustee,
ownership under the Uniform Gifts to Minors Act and community property or other
joint ownership arrangements between a husband and wife. Certificate interests
shall include the power to sell, transfer or otherwise dispose of an Insured
Certificate and the right to receive the proceeds therefrom, as well as interest
and principal distributions, as applicable, payable with respect thereto. The
Trustee shall not be under any duty to determine independently the occurrence of
the death of any deceased Holder. The Trustee may rely entirely upon
documentation delivered to it pursuant to Section 4.05(c) in establishing the
eligibility of any Holder to receive the priority accorded Deceased Holders in
Section 4.05(a).

(c) Requests for principal distributions to any Insured Certificate must
be made by delivering a written request therefor to the Participant or Indirect
Participant that maintains the account evidencing such Holder"s interest in
Insured Certificates. In the case of a request on behalf of a Deceased Holder,
appropriate evidence of death and any tax waivers are required to be forwarded
to the Trustee under separate cover. The Participant should in turn make the
request of DTC (or, in the case of an Indirect Participant, such Indirect
Participant must notify the related Participant of such request, which
Participant should make the request of DTC) on a form required by DTC and
provided to the Participant. Upon receipt of such request, DTC will date and
time stamp such request and forward such request to the Trustee. DTC may
establish such procedures as it deems fair and equitable to establish the order
of receipt of requests for such distributions received by it on the same day.
None of the Company, Master Servicer, the Trustee or the Certificate Insurer
shall be liable for any delay in delivery of requests for distributions or
withdrawals of such requests by DTC, a Participant or any Indirect Participant.

The Trustee shall maintain a list of those Participants representing the
appropriate Holders of Insured Certificates that have submitted requests for
principal distributions, together with the

<PAGE>

order of receipt and the amounts of such requests. Subject to the priorities
described in Section 4.05(a) above, DTC will honor requests for distributions in
the order of their receipt. The Trustee shall notify DTC as to which requests
should be honored on each Distribution Date at least two Business Days prior to
such Distribution Date based on the report received by the Trustee pursuant to
Section 3.12 and shall notify DTC as to the portion of the Senior Principal
Distribution Amount to be distributed to the Insured Certificates by Random Lot
pursuant to Section 4.05(d). Requests shall be honored by DTC in accordance
with the procedures, and subject to the priorities and limitations, described in
this Section 4.05. The exact procedures to be followed by the Trustee and DTC
for purposes of determining such priorities and limitations will be those
established from time to time by the Trustee or DTC, as the case may be. The
decisions of the Trustee and DTC concerning such matters will be final and
binding on all affected persons.

Individual Insured Certificates that have been accepted for a distribution
shall be due and payable on the applicable Distribution Date. Such Certificates
shall cease to bear interest after the last day of the month preceding the month
in which such Distribution Date occurs, and notwithstanding anything to the
contrary herein, no amounts shall be due from the Certificate Insurer or
otherwise with respect to interest on such Certificates after such last day of
the month.

Any Holder of an Insured Certificate that has requested a distribution may
withdraw its request by so notifying in writing the Participant or Indirect
Participant that maintains such Holder"s account. In the event that such
account is maintained by an Indirect Participant, such Indirect Participant must
notify the related Participant which in turn must forward the withdrawal of such
request, on a form required by DTC, to DTC to be forwarded to the Trustee. If
such notice of withdrawal of a request for distribution has not been received by
DTC and forwarded to the Trustee on or before the Record Date for the next
Distribution Date, the previously made request for distribution will be
irrevocable with respect to the making of principal distributions on such
Distribution Date.

In the event any requests for principal distributions are rejected by the
Trustee for failure to comply with the requirements of this Section 4.05, the
Trustee shall return such request to the appropriate Participant with a copy to
DTC with an explanation as to the reason for such rejection.

(d) To the extent, if any, that principal distributions to be made to the
Class A-3 Certificateholders on a Distribution Date exceed the outstanding
Certificate Principal Balance of Individual Insured Certificates with respect to
which distribution requests have been received by the related Record Date, as
provided in Section 4.05(a) above, the additional principal distributions in
reduction of the Class A-3 Principal Balance will be made by mandatory
distributions in reduction thereof. Such mandatory distributions on Individual
Insured Certificates will be made by Random Lot in accordance with the
then-applicable Random Lot procedures of DTC, the Participants and the Indirect
Participants representing the Holders. The Trustee shall notify DTC of the
aggregate amount of the mandatory principal distribution to be made on the next
Distribution Date. DTC shall then allocate such aggregate amount among its
Participants on a Random Lot basis. Each Participant and, in turn, each
Indirect Participant will then select, in accordance with its own procedures,
Individual Insured Certificates from among those held in its accounts to receive
mandatory principal distributions, such that the total amount so selected is
equal to the aggregate amount of such mandatory distributions allocated to such
Participant by DTC and to such Indirect Participant by its related Participant,
as the case may be. Participants and Indirect Participants that hold Insured
Certificates selected for mandatory principal distributions are required to
provide

<PAGE>

notice of such mandatory distributions to the affected Holders. The Master
Servicer agrees to notify the Trustee of the amount of principal distributions
to be made on each Distribution Date in a timely manner such that the Trustee
may fulfill its obligations under the Depositary Agreement.

(e) Notwithstanding any provisions herein to the contrary, on each
Distribution Date on and after the Credit Support Depletion Date, distributions
in reduction of the Class A-3 Principal Balance will be made pro rata among the
Holders of the Insured Certificates and will not be made in integral multiples
of $1,000 nor pursuant to requests for distribution as permitted by Section
4.05(a) or mandatory distributions by Random Lot as provided for by Section
4.05(d).

(f) In the event that Definitive Certificates representing the Insured
Certificates are issued pursuant to Section 5.09, an amendment to this
Agreement, which may be approved without the consent of any Certificateholders,
shall establish procedures relating to the manner in which distributions in
reduction of the Class A-3 Principal Balance are to be made; provided that such
procedures shall be consistent, to the extent practicable and customary for
certificates similar to the Insured Certificates, with the provisions of this
Section 4.05.

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. A statement of
insurance satisfactory to the Certificate Insurer shall be affixed to each
Insured Certificate.

(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,

<PAGE>

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:

(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

<PAGE>

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 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

<PAGE>

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 (determined in the case of the Insured
Certificates, without regard to the effect of the Certificate
Insurance Policy); 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 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

<PAGE>

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 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 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
or Residual Certificate is permissible under applicable law, will not constitute
or result in a non-exempt prohibited transaction under Section 406 of ERISA or
Section 4975 of the Code, and will not subject the Trustee, the Master Servicer
or the Company to any obligation or liability (including obligations or
liabilities under Section 406 of ERISA or Section 4975 of the Code) in addition
to those undertaken in this Agreement, which Opinion of Counsel shall not be an
expense of the Trustee, the Master Servicer or the Company or (ii) only in the
case of a Class B Certificate, an officer"s certificate acceptable to and in
form and substance satisfactory to the Trustee and the Company to the effect
that the transferee is an insurance company, the source of funds to be used by
it to purchase the Class B 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 Junior
Subordinate 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

<PAGE>

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 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.

<PAGE>

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 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 (and with respect
to Insured Certificates, the Certificate Insurer) 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.

<PAGE>

Section 5.05. PERSONS DEEMED OWNERS. The Company, the Master Servicer, the
Certificate Insurer, 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 Certificate Insurer, the Trustee, the Certificate Registrar nor
any agent of the Company, the Master Servicer, the Certificate Insurer 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 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

<PAGE>

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.

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

<PAGE>

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.

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

<PAGE>

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.

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 and the Certificate Insurer. 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

<PAGE>

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
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

<PAGE>

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 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

<PAGE>

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.

(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

<PAGE>

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 the Certificate Insurer and
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 (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

<PAGE>

(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 or to the Certificate Insurer, shall
be given until at least 30 days after the occurrence thereof.

Section 8.02. CERTAIN MATTERS AFFECTING THE TRUSTEE. Except as otherwise
provided in Section 8.01:

(i) The Trustee may request and rely upon and shall be protected
in acting or refraining from acting upon any resolution, Officer's
Certificate, certificate of auditors or any other certificate,
statement, instrument, opinion, report, notice, request, consent,
order, approval, bond or other paper or document believed by it to be
genuine and to have been signed or presented by the proper party or
parties;

(ii) The Trustee may consult with counsel and any Opinion of
Counsel shall be full and complete authorization and protection in
respect of any action taken or suffered or omitted by it hereunder in
good faith and in accordance with such Opinion of Counsel;

(iii) The Trustee shall not be personally liable for any action
taken or omitted by it in good faith and reasonably believed by it to
be authorized or within the discretion or rights or powers conferred
upon it by this Agreement;

(iv) Prior to the occurrence of an Event of Default hereunder and
after the curing of all Events of Default which may have occurred, the
Trustee shall not be bound to make any investigation into the facts or
matters stated in any resolution, certificate, statement, instrument,
opinion, report, notice, request, consent, order, approval, bond or
other paper or document, unless requested in writing to do so by the
Holders of Certificates evidencing Percentage Interests aggregating
not less than 25% of the 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

<PAGE>

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.

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.

<PAGE>

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.

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 and the Certificate Insurer. 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, one copy to the successor and one copy to the Certificate
Insurer.

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. As long as the Certificate Insurance Policy is in effect, the
Master Servicer will send a written notice to the Certificate Insurer or any
such resignation, removal or appointment.

<PAGE>

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, (ii) the Rating Agency and (iii) the Certificate
Insurer. 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 or the
Certificate Insurer of the appointment of co-trustee(s) or separate trustee(s)
shall be required under Section 8.08 hereof.

<PAGE>

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.

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.

<PAGE>

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 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

<PAGE>

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 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 the Certificate Insurer (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

<PAGE>

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.

In no event shall the Company be required to expend any amounts other than
those described in the first paragraph of this Section 9.01(a) in order to
terminate the Trust Fund or repurchase the Mortgage Loans under this Section
9.01.

(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 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 and the Certificate
Insurer 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 on
behalf of the Trust Fund meeting the requirements of a qualified
liquidation under Section 860F of the Code and any regulations
thereunder, as evidenced by an Opinion of Counsel, on behalf of the
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

<PAGE>

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 (but subject to
the consent of the Certificate Insurer), (i) to cure any ambiguity; (ii) to
correct or supplement any provision herein which may be defective or
inconsistent with any other provisions herein; (iii) to comply with any
requirements imposed by the Code or any regulations thereunder; (iv) to correct
the description of any property at any time included in the 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. The placement of an
"original issue discount" legend on, or any change required to correct any such
legend previously place on, a Certificate shall not be deemed any amendment to
this Agreement.

(b) This Agreement may also be amended from time to time by the Company and
the Trustee with the consent of the Certificate Insurer and 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 Certificate Insurer and 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

<PAGE>

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 the
Certificate Insurer and 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 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

<PAGE>

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.

For so long as no Certificate Insurer Default exists, the Certificate
Insurer shall be deemed to be the sole Holder of all outstanding Insured
Certificates with respect to any rights hereunder (other than the right to
receive distributions on such Insured Certificates, except as provided in
Section 3.16); provided that such rights may not be used to reduce the rights of
the Insured Certificateholders to receive distributions or to otherwise impair
their rights under this Agreement as further described in the definition of
"Certificateholder."

Section 10.04. ACCESS TO LIST OF CERTIFICATEHOLDERS. The Certificate
Registrar 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 Certificate Registrar, 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
Certificate Registrar a current list as provided above, and shall afford such
applicants access to such list promptly upon receipt.

Every Certificateholder, by receiving and holding the same, agrees with the
Master Servicer and the Trustee that neither the Master Servicer nor the Trustee
shall be held accountable by reason of the disclosure of any such information as
to the names and addresses of the Certificateholders hereunder, regardless of
the source from which such information was derived.

<PAGE>

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 Fitch, P.O. Box 689,
1201 East 7th Street, Powell, Wyoming, Attention: Residential Surveillance, or
such other address as may hereafter be furnished to the Trustee and Master
Servicer in writing by Fitch, (f) in the case of S&P, 26 Broadway, 15th Floor,
New York, New York 10004, Attention: Frank Raiter, or such other address as may
hereafter be furnished to the Trustee and Master Servicer in writing by S&P and
(g) in the case of the Certificate Insurer, to MBIA Insurance Corporation, 113
King Street, Armonk, NY 10504, Attention: Insured Portfolio
Management-Structured Finance (IPM-SF), or such other address as may hereafter
be furnished to the Trustee and the Master Servicer in writing by the
Certificate Insurer. 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.

<PAGE>

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, the Certificate Insurer and the
Certificateholders, any benefit or any legal or equitable right, remedy or claim
under this Agreement. The Certificate Insurer shall be a third party beneficiary
of this Agreement and shall be entitled to enforce the provisions hereof as if a
party hereto.

Section 10.10. NOTICES AND COPIES TO RATING AGENCY.

(a) The Trustee shall notify the Rating Agency (with a copy to the
Certificate Insurer) 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 (with a copy to the
Certificate Insurer) 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.

<PAGE>

(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 (with a copy to the Certificate Insurer) in such time and manner that
such statements or determinations are required to be provided to
Certificateholders. With respect to the reports described in the second
paragraph of Section 4.02, the Master Servicer shall provide such reports to the
Rating Agency in respect of each Distribution Date, without regard to whether
any Certificateholder or the Trustee (with a copy to the Certificate Insurer)
has requested such report for such Distribution Date.

<PAGE>

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/ Michael A. Aakes
---------------------------------
Attest: Thomas G. Lehmarry Michael A. Aakes
Its: Assistant Vice President

FIRST BANK NATIONAL ASSOCIATION, as TRUSTEE
[SEAL]

By: /s/ Christina Hatfield
---------------------------------
Attest: Illegible Christina Hatfield
Its: Assistant Vice President

<PAGE>

CERTIFICATE OF ACKNOWLEDGEMENT

STATE OF MINNESOTA )
)SS.
COUNTY OF RAMSEY )
--------------

On this day of February, 1997 before me, a Notary Public in and for
------ -------- -
said State, personally appeared , personally known to
---------------------------
me (or proved to me on the basis of satisfactory evidence) to be the person(s)
whose name(s) is/are subscribed to the within instrument and acknowledged to me
that he/she/they executed the same in his/her/their authorized capacity(ies),
and that by his/her/their signature(s) on the instrument the person(s), or the
entity upon behalf of which the person(s) acted, executed the instrument.

WITNESS my hand and official seal.

Signature /s/ Richard Prokosh [SEAL]
--------------------------------------------------

<PAGE>

ACKNOWLEDGEMENT OF CORPORATION

STATE OF ILLINOIS )
)SS.
COUNTY OF LAKE )

On this day of February, 1997 before me, a Notary Public in and for
--- -------- -
said State, personally appeared Michael A. Aakes ,
-----------------------------------------------
known to me to be the Assistant 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 JT7

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.

[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 1997-2

Portion of the Class A-1 Principal Balance as of the
Cut-Off Date evidenced by this Certificate:
$__________________

Class A-1 Remittance Rate: 7.750%

Cut-Off Date: February 1, 1997

First Distribution Date: March 25, 1997

Last Scheduled Distribution Date: March 25, 2027

Class A-1 Principal Balance as of the Cut-Off Date:
$35,500,000.00

_____________________
Registered Owner Certificate No. __

A-1-1

<PAGE>

Exhibit A-2
CUSIP 693 48L JU4

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 February 27, 1997. The rate at
which interest is payable as of the Issue Date with respect to this Certificate
is 7.500% per annum. [Assuming that the Mortgage Loans underlying the
Certificates prepay at the prepayment assumption used by the issuer in pricing
this Certificate (I.E., 250% 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 1997-2

Portion of the Class A-2 Principal Balance as of the
Cut-Off Date evidenced by this Certificate
$_________________________

Class A-2 Remittance Rate: 7.500%

Cut-Off Date: February 1, 1997

First Distribution Date: March 25, 1997

Last Scheduled Distribution Date: March 25, 2027

Class A-2 Principal Balance as of the Cut-Off Date:
$19,885,000.00

____________________
Registered Owner Certificate No. __

A-2-1

<PAGE>

Exhibit A-3
CUSIP 693 48L JV2

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.

Series 1997-2

Portion of the Class A-3 Principal Balance as of the
Cut-Off Date evidenced by this Certificate
$_________________________

Class A-3 Remittance Rate: 7.500%

Cut-Off Date: February 1, 1997

First Distribution Date: March 25, 1997

Last Scheduled Distribution Date: March 25, 2027

Class A-3 Principal Balance as of the Cut-Off Date:
$10,000,000.00

____________________
Registered Owner Certificate No. __

A-3-1

<PAGE>

Exhibit A-4
CUSIP 693 48L JW0

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.

Series 1997-2

Portion of the Class A-4 Principal Balance as of the
Cut-Off Date evidenced by this Certificate
$_________________________

Class A-4 Remittance Rate: 7.500%

Cut-Off Date: February 1, 1997

First Distribution Date: March 25, 1997

Last Scheduled Distribution Date: March 25, 2027

Class A-4 Principal Balance as of the Cut-Off Date:
$17,442,000.00

____________________
Registered Owner Certificate No. __

A-4-1

<PAGE>

Exhibit A-5
CUSIP 693 48L JX8

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 February 27, 1997. The rate at
which interest is payable as of the Issue Date with respect to this Certificate
is 7.250% per annum. [Assuming that the Mortgage Loans underlying the
Certificates prepay at the prepayment assumption used by the issuer in pricing
this Certificate (I.E., 250% 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 1997-2

Portion of the Class A-5 Principal Balance as of the
Cut-Off Date evidenced by this Certificate
$_________________________

Class A-5 Remittance Rate: 7.250%

Cut-Off Date: February 1, 1997

First Distribution Date: March 25, 1997

Last Scheduled Distribution Date: March 25, 2027

Class A-5 Principal Balance as of the Cut-Off Date:
$35,500,000.00

____________________
Registered Owner Certificate No. __

A-5-1

<PAGE>

Exhibit A-6
CUSIP 693 48L JY6

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.

Series 1997-2

Portion of the Class A-6 Principal Balance as of the
Cut-Off Date evidenced by this Certificate
$_________________________

Class A-6 Remittance Rate: 7.500%

Cut-Off Date: February 1, 1997

First Distribution Date: March 25, 1997

Last Scheduled Distribution Date: March 25, 2027

Class A-6 Principal Balance as of the Cut-Off Date:
$3,550,000.00

____________________
Registered Owner Certificate No. __

A-6-1

<PAGE>

Exhibit A-7
CUSIP 693 48L JZ3

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.

Series 1997-2

Portion of the Class A-7 Principal Balance as of the
Cut-Off Date evidenced by this Certificate
$_________________________

Class A-7 Remittance Rate: 7.500%

Cut-Off Date: February 1, 1997

First Distribution Date: March 25, 1997

Last Scheduled Distribution Date: March 25, 2027

Class A-6 Principal Balance as of the Cut-Off Date:
$44,352,593.00

____________________
Registered Owner Certificate No. __

A-7-1

<PAGE>

Exhibit A-8
CUSIP 693 48L KB4

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 February 27, 1997. 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., 250% 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 1997-2

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: February 1, 1997

First Distribution Date: March 25, 1997

Last Scheduled Distribution Date: March 25, 2027

Class P Principal Balance as of the Cut-Off Date:
$947,572.96

____________________
Registered Owner Certificate No. __

A-8-1

<PAGE>

Exhibit A-9
CUSIP 693 48L KA6

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.

Series 1997-2 Portion of the Class X Notional Amount
as of the Cut-Off Date evidenced by this
Certificate
Class X Remittance Rate: 7.500% $_________________
applied to the Class X Notional
Amount

Cut-Off Date: February 1, 1997

First Distribution Date: March 25, 1997

Last Scheduled Distribution Date: March 25, 2027

Class X Principal Balance as of the Cut-Off Date:
$0.00

Class X Notional Amount as of the Cut-Off Date:
$8,003,801.90

____________________
Registered Owner Certificate No. __

A-9-1

<PAGE>

Exhibit A-10
CUSIP 693 48L KC2

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 February 27,
1997. The rate at which interest is payable as of the Issue Date with respect to
this Certificate is 7.500% per annum. [Assuming that the Mortgage Loans
underlying the Certificates prepay at the prepayment assumption used by the
issuer in pricing this Certificate (I.E., 250% 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 1997-2 Portion of the Class B-1 Principal
Balance as of the Cut-Off Date
evidenced by this Certificate:
Class B-1 Remittance Rate: 7.500% $____________________

Cut-Off Date: February 1, 1997

First Distribution Date: March 25, 1997

Last Scheduled Distribution Date: March 25, 2027

Class B-1 Principal Balance as of the Cut-Off Date:
$4,877,000.00

____________________
Registered Owner Certificate No. ___

A-10-1

<PAGE>

Exhibit A-11
CUSIP 693 48L KD0

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 February 27,
1997. The rate at which interest is payable as of the Issue Date with respect to
this Certificate is 7.500% per annum. [Assuming that the Mortgage Loans
underlying the Certificates prepay at the prepayment assumption used by the
issuer in pricing this Certificate (I.E., 250% 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 1997-2 Portion of the Class B-2 Principal
Balance as of the Cut-Off Date evidenced
by this Certificate:
Class B-2 Remittance Rate: 7.500% $____________________

Cut-Off Date: February 1, 1997

First Distribution Date: March 25, 1997

Last Scheduled Distribution Date: March 25, 2027

Class B-2 Principal Balance as of the Cut-Off Date:
$1,774,000.00

____________________
Registered Owner Certificate No. ___

A-11-1

<PAGE>

Exhibit A-12
CUSIP 693 48L KE8

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 February 27,
1997. The rate at which interest is payable as of the Issue Date with respect to
this Certificate is 7.500% per annum. [Assuming that the Mortgage Loans
underlying the Certificates prepay at the prepayment assumption used by the
issuer in pricing this Certificate (I.E., 250% 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 1997-2 Portion of the Class B-3 Principal
Balance as of the Cut-Off Date evidenced
by this Certificate:
Class B-3 Remittance Rate: 7.500% $____________________

Cut-Off Date: February 1, 1997

First Distribution Date: March 25, 1997

Last Scheduled Distribution Date: March 25, 2027

Class B-3 Principal Balance as of the Cut-Off Date:
$1,774,000.00

____________________
Registered Owner Certificate No. ___

A-12-1

<PAGE>

Exhibit A-13
CUSIP 693 48L KG3

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 February 27, 1997.
The rate at which interest is payable as of the Issue Date with respect to this
Certificate is 7.500% per annum. [Assuming that the Mortgage Loans underlying
the Certificates prepay at the prepayment assumption used by the issuer in
pricing this Certificate (I.E., 250% 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 1997-2 Portion of the Class B-4 Principal
Balance as of the Cut-Off Date evidenced
by this Certificate:
Class B-4 Remittance Rate: 7.500% $____________________

Cut-Off Date: February 1, 1997

First Distribution Date: March 25, 1997

Last Scheduled Distribution Date: March 25, 2027

Class B-4 Principal Balance as of the Cut-Off Date:
$709,000.00

____________________
Registered Owner Certificate No. ___

A-13-1

<PAGE>

Exhibit A-14
CUSIP 693 48L KH1

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 February 27,
1997. The rate at which interest is payable as of the Issue Date with respect to
this Certificate is 7.500% per annum. [Assuming that the Mortgage Loans
underlying the Certificates prepay at the prepayment assumption used by the
issuer in pricing this Certificate (I.E., 250% 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 1997-2 Portion of the Class B-5 Principal
Balance as of the Cut-Off Date evidenced
by this Certificate:
Class B-5 Remittance Rate: 7.500% $____________________

Cut-Off Date: February 1, 1997

First Distribution Date: March 25, 1997

Last Scheduled Distribution Date: March 25, 2027

Class B-5 Principal Balance as of the Cut-Off Date:
$354,000.00

____________________
Registered Owner Certificate No. ___

A-14-1
<PAGE>

Exhibit A-15
CUSIP 693 48L KJ7

MORTGAGE PASS-THROUGH CERTIFICATE

Class B-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
"Code"). The issue date (the "Issue Date") of this Certificate is February 27,
1997. The rate at which interest is payable as of the Issue Date with respect to
this Certificate is 7.500% per annum. [Assuming that the Mortgage Loans
underlying the Certificates prepay at the prepayment assumption used by the
issuer in pricing this Certificate (I.E., 250% of the Basic Prepayment
Assumption as described in the Prospectus Supplement), this Certificate has been
issued with original issue discount ("OID") of no more than $ per
$100,000 of initial Certificate Principal Balance, the yield to maturity is
%, and the amount of OID attributable to the short period is not more than $
per $100,000 of initial Certificate Principal Balance, computed under the
exact method. No representation is made that the Mortgage Loans will prepay at a
rate based on the Basic Prepayment Rate or any other rate.]

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933. THESE SECURITIES MAY NOT BE OFFERED, SOLD,
TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF REGISTRATION OR THE
AVAILABILITY OF AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933
AND EXCEPT IN ACCORDANCE WITH SECTION 5.01(e) OR SECTION 5.01(f) OF THE POOLING
AGREEMENT. IN ADDITION, IN THE CASE OF ANY CLASS B-6 CERTIFICATE PRESENTED FOR
REGISTRATION IN THE NAME OF AN EMPLOYEE BENEFIT OR OTHER PLAN SUBJECT TO THE
PROHIBITED TRANSACTION PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT
OF 1974, AS AMENDED ("ERISA"), OR SECTION 4976 OF THE CODE (OR COMPARABLE
PROVISIONS OF ANY SUBSEQUENT ENACTMENTS) (A "PLAN"), A TRUSTEE OF ANY SUCH PLAN,
OR ANY OTHER PERSON WHO IS USING "PLAN ASSETS" OF ANY SUCH PLAN TO EFFECT SUCH
ACQUISITION, THE TRUSTEE SHALL REQUIRE, EXCEPT AS OTHERWISE SET FORTH IN SECTION
5.01(d) OF THE POOLING AGREEMENT, AN OPINION OF COUNSEL ACCEPTABLE TO AND IN
FORM AND SUBSTANCE SATISFACTORY TO THE TRUSTEE AND THE COMPANY TO THE EFFECT
THAT THE PURCHASE OR HOLDING OF A CLASS B-6 CERTIFICATE IS PERMISSIBLE UNDER
APPLICABLE LAW, WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED
TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE AND WILL NOT
SUBJECT THE TRUSTEE, THE MASTER SERVICER OR THE COMPANY TO ANY OBLIGATION OR
LIABILITY (INCLUDING OBLIGATIONS OR LIABILITIES UNDER SECTION 406 OF ERISA OR
SECTION 4975 OF THE CODE) IN ADDITION TO THOSE UNDERTAKEN IN THE POOLING
AGREEMENT, WHICH OPINION OF COUNSEL SHALL NOT BE AN EXPENSE OF THE TRUSTEE, THE
MASTER SERVICER OR THE COMPANY.

The Class B-6 Certificates will be subordinate in right of payment to and
provide credit support to certain Classes of Certificates, as described in the
Pooling Agreement.

Series 1997-2 Portion of the Class B-6 Principal
Balance as of the Cut-Off Date evidenced
by this Certificate:
Class B-6 Remittance Rate: 7.500% $____________________

Cut-Off Date: February 1, 1997

First Distribution Date: March 25, 1997

Last Scheduled Distribution Date: March 25, 2027

Class B-6 Principal Balance as of the Cut-Off Date:
$711,141.49

____________________
Registered Owner Certificate No. ___

A-15-1
<PAGE>

Exhibit B
CUSIP 693 48L KF5
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
TRANSFER TO IMPEDE THE ASSESSMENT OR COLLECTION OF TAX. SUCH AFFIDAVIT SHALL
INCLUDE CERTAIN REPRESENTATIONS AS TO THE FINANCIAL CONDITION OF THE PROPOSED
TRANSFEREE. NOTWITHSTANDING THE REGISTRATION IN THE CERTIFICATE REGISTER OF ANY
TRANSFER, SALE OR OTHER DISPOSITION OF THIS CLASS R CERTIFICATE TO A
DISQUALIFIED ORGANIZATION OR AN AGENT OF A DISQUALIFIED ORGANIZATION, SUCH
REGISTRATION SHALL BE DEEMED TO BE OF NO LEGAL FORCE OR EFFECT WHATSOEVER AND
SUCH PERSON SHALL NOT BE DEEMED TO BE A CERTIFICATEHOLDER FOR ANY PURPOSE
HEREUNDER, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON THIS
CERTIFICATE. EACH HOLDER OF A CLASS R 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 1997-2 Percentage Interest evidenced by this
Class R Certificate in the distributions
to be made with respect to the Class R
Class R Remittance Rate: 7.500%. Certificate: ___%
Additionally, the the Class R
Certificates are entitled to Excess
Liquidation Proceeds and the Residual
Distribution Amount as defined
in the Pooling Agreement.

Cut-Off Date: February 1, 1997

First Distribution Date: March 25, 1997

Last Scheduled Distribution Date: March 25, 2027

Class R Principal Balance as of the Cut-Off Date:
$50.00
_____________________
Registered Owner Certificate No. ___
B
<PAGE>

EXHIBIT D

(vlegal.ace v1.4) Page 1
RUN DATE: 02/26/1997 PNC MORTGAGE SECURITIES CORP.
TIME: 15:09:56 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 02/26/1997

POOL NUMBER: 1388 POOL NAME: 1997-2

<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
500053857 BAKER,STEPHEN DOUGLAS 2635 LEMON DRIVE SIMI VALLEY CA 93063 $272,944.62
500053867 ARNOTT,PHILIP L 1207 GREEN MEADOW COURT MURPHYS CA 95247 $130,171.05
500062911 DI ANGELO,ANTHONY 25081 STONEGATE LANE LAGUNA NIGUEL CA 92677 $260,257.65
500062917 YANNUZZI,TODD L 123 WEST LAKE ROAD TOWN OF TUXEDO NY 10987 $782,503.94
500062940 SCHMITZ,THOMAS M 216 FAIRACRES ROAD OMAHA NE 68132 $718,841.76
500062991 AIBEL,JONATHAN E. 925 EAST DURANT AVE #1 ASPEN CO 81611 $628,904.64
500063032 SMITH,ALVY RAY 11081 NE SOUTH BEACH DRIV BAINBRIDGE ISLA WA 98144 $541,873.48
500063080 COHN,RICHARD 2713 MEADOW CREEK COURT PARK CITY UT 84060 $367,540.93
500063121 WHITE,RICHARD P 221 CABRILLO STREET COSTA MESA CA 92627 $327,437.66
500063122 GRAB,GLENN D 2230 CALIFORNIA STREET NW WASHINGTON DC 20008 $295,780.32
500063172 KISTLER,GLENN R 4154 CARTIER DRIVE SOUTH WHITEHALL PA 18104 $207,053.76
500063173 DOLOTTA,THEODORE A 22 CONSTITUTION HILL WEST PRINCETON TOWNS NJ 08542 $349,771.05
500063235 BALFOUR,BRUCE D 950 LAGUNA ROAD FULLERTON CA 92635 $398,497.53
500063236 BUDHAN,KARRAN 2 MORE RD. HILLSBOROUGH NJ 08853 $219,703.79

<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
500053857 BAKER,STEPHEN DOUGLAS 8.500 .375 8.125 .0500 8.075 07/01/2023
500053867 ARNOTT,PHILIP L 9.125 .375 8.750 .0500 8.700 07/01/2023
500062911 DI ANGELO,ANTHONY 8.125 .250 7.875 .0500 7.825 12/01/2026
500062917 YANNUZZI,TODD L 7.750 .150 7.600 .1000 7.500 12/01/2026
500062940 SCHMITZ,THOMAS M 9.125 .250 8.875 .0500 8.825 11/01/2026
500062991 AIBEL,JONATHAN E. 8.750 .250 8.500 .0500 8.450 11/01/2026
500063032 SMITH,ALVY RAY 8.750 .250 8.500 .0500 8.450 12/01/2026
500063080 COHN,RICHARD 8.375 .250 8.125 .0500 8.075 12/01/2026
500063121 WHITE,RICHARD P 8.250 .250 8.000 .0500 7.950 12/01/2026
500063122 GRAB,GLENN D 7.500 .150 7.350 .1000 7.250 01/01/2027
500063172 KISTLER,GLENN R 7.750 .150 7.600 .1000 7.500 01/01/2027
500063173 DOLOTTA,THEODORE A 8.125 .150 7.975 .1000 7.875 01/01/2027
500063235 BALFOUR,BRUCE D 8.375 .250 8.125 .0500 8.075 12/01/2026
500063236 BUDHAN,KARRAN 8.000 .250 7.750 .0500 7.700 12/01/2026

<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
------ -------------------- --------------- --------- -- -------- ----
<S> <C> <C> <C> <C> <C> <C>
500053857 BAKER,STEPHEN DOUGLAS 090214984 $2,164.35 11 02/01/1997 360
500053867 ARNOTT,PHILIP L 090215058 $1,088.44 02/01/1997 360
500062911 DI ANGELO,ANTHONY 092410054 $1,936.43 02/01/1997 360
500062917 YANNUZZI,TODD L 092412775 $5,616.67 02/01/1997 360
500062940 SCHMITZ,THOMAS M 6446722 $5,858.16 02/01/1997 360
500062991 AIBEL,JONATHAN E. 7061030 $4,956.22 02/01/1997 360
500063032 SMITH,ALVY RAY 7061515 $4,267.85 02/01/1997 360
500063080 COHN,RICHARD 6614222 $2,797.07 02/01/1997 360
500063121 WHITE,RICHARD P 092413595 $2,464.15 02/01/1997 360
500063122 GRAB,GLENN D 092413617 $2,069.67 02/01/1997 360
500063172 KISTLER,GLENN R 092412178 $1,484.41 02/01/1997 360
500063173 DOLOTTA,THEODORE A 092414277 $2,598.74 02/01/1997 360
500063235 BALFOUR,BRUCE D 092412240 $3,040.29 02/01/1997 360
500063236 BUDHAN,KARRAN 092412954 $1,614.29 2 02/01/1997 360

<CAPTION>
PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # BORROWER CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
------ -------------------- ---- ----- ---- ------ ------ ------ ----- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
500053857 BAKER,STEPHEN DOUGLAS .00 .00 .00 .000 .375 .425 $315,000.00 N
500053867 ARNOTT,PHILIP L .00 .00 .00 .000 .375 .425 $250,000.00 N
500062911 DI ANGELO,ANTHONY .00 .00 .00 .000 .250 .300 $326,000.00 N
500062917 YANNUZZI,TODD L .00 .00 .00 .000 .150 .250 $980,000.00 N
500062940 SCHMITZ,THOMAS M $960,000.00 N
500062991 AIBEL,JONATHAN E. $900,000.00 N
500063032 SMITH,ALVY RAY $715,000.00 N
500063080 COHN,RICHARD $460,000.00 N
500063121 WHITE,RICHARD P .00 .00 .00 .000 .250 .300 $420,000.00 N
500063122 GRAB,GLENN D .00 .00 .00 .000 .150 .250 $370,000.00 N
500063172 KISTLER,GLENN R .00 .00 .00 .000 .150 .250 $296,000.00 N
500063173 DOLOTTA,THEODORE A .00 .00 .00 .000 .150 .250 $443,000.00 N
500063235 BALFOUR,BRUCE D .00 .00 .00 .000 .250 .300 $535,000.00 N
500063236 BUDHAN,KARRAN .00 .00 .00 .000 .250 .300 $244,990.00 N

</TABLE>

<PAGE>

(vlegal.ace v1.4) Page 2
RUN DATE: 02/26/1997 PNC MORTGAGE SECURITIES CORP.
TIME: 15:09:56 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 02/26/1997

POOL NUMBER: 1388 POOL NAME: 1997-2

<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
500063237 LEW,DENNIS WILLIAM 202 SOUTH HELBERTA AVENUE REDONDO BEACH CA 90277 $247,829.33
500063254 GILBERT,PETER R 6608 32ND PLACE N.W. WASHINGTON DC DC 20015 $378,689.43
500063256 MACDONALD,MALCOM J LOT 23 RIVER VALLEY CHASE WEST FRIENDSHIP MD 21794 $347,805.18
500063257 WALLACE,MARK A 2361 SOUTH COLUMBINE STRE DENVER CO 80210 $329,544.30
500063258 GURKIN,WILLIAM DOUGLAS 1805 LAKEHURST ROAD SPICEWOOD TX 78669 $524,638.70
500063259 BISHOP,HERBERT B,II 4717 POE AVENUE WOODLAND HILLS CA 91364 $437,453.61
500063260 TARLOW,ELLIOT S 21980 ALTA DRIVE TOPANGA AREA CA 90290 $321,270.95
500063261 KENDALL,RICHARD L 42 BRIDLE PATH WESTWOOD MA 02090 $336,746.32
500063263 KELTNER,WILLIAM D 211 SAXON LANE BOWLING GREEN KY 42103 $434,708.12
500063264 MANDEL,HARVEY 7373 ALICANTE ROAD CARLSBAD CA 92009 $265,807.48
500063265 SCHWARTZ,HOWARD ALAN 1713 MIDWEST CLUB OAK BROOK IL 60521 $639,559.56
500063266 SABAS,CARLOS A 2359 ROCK CREST GLEN ESCONDIDO CA 92026 $218,867.33
500063337 MCGOWAN,MICHAEL P 920 MOUNTAINVIEW ROAD BETHLEHEM TOWNS NJ 08802 $240,688.40
500063338 ROLANDELLI,ROLANDO 134 EDGEWOOD ROAD ARDMORE PA 19003 $483,300.00

<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
500063237 LEW,DENNIS WILLIAM 7.875 .150 7.725 .1000 7.625 01/01/2027
500063254 GILBERT,PETER R 8.000 .250 7.750 .0500 7.700 12/01/2026
500063256 MACDONALD,MALCOM J 7.750 .250 7.500 .0500 7.450 12/01/2026
500063257 WALLACE,MARK A 7.875 .250 7.625 .0500 7.575 12/01/2026
500063258 GURKIN,WILLIAM DOUGLAS 7.875 .150 7.725 .1000 7.625 01/01/2027
500063259 BISHOP,HERBERT B,II 8.375 .250 8.125 .0500 8.075 12/01/2026
500063260 TARLOW,ELLIOT S 7.500 .250 7.250 .0500 7.200 12/01/2026
500063261 KENDALL,RICHARD L 7.875 .250 7.625 .0500 7.575 01/01/2027
500063263 KELTNER,WILLIAM D 8.000 .250 7.750 .0500 7.700 01/01/2027
500063264 MANDEL,HARVEY 7.625 .150 7.475 .1000 7.375 01/01/2027
500063265 SCHWARTZ,HOWARD ALAN 7.875 .150 7.725 .1000 7.625 01/01/2027
500063266 SABAS,CARLOS A 8.500 .250 8.250 .0500 8.200 01/01/2027
500063337 MCGOWAN,MICHAEL P 8.000 .150 7.850 .1000 7.750 01/01/2027
500063338 ROLANDELLI,ROLANDO 8.625 .150 8.475 .1000 8.375 02/01/2027

<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
------ -------------------- --------------- --------- -- -------- ----
<S> <C> <C> <C> <C> <C> <C>
500063237 LEW,DENNIS WILLIAM 092413380 $1,798.17 02/01/1997 360
500063254 GILBERT,PETER R 092408329 $2,782.44 02/01/1997 360
500063256 MACDONALD,MALCOM J 092410767 $2,496.70 02/01/1997 360
500063257 WALLACE,MARK A 092411294 $2,392.73 02/01/1997 360
500063258 GURKIN,WILLIAM DOUGLAS 092411864 $3,806.61 02/01/1997 360
500063259 BISHOP,HERBERT B,II 092412114 $3,329.12 02/01/1997 360
500063260 TARLOW,ELLIOT S 092412987 $2,249.72 02/01/1997 360
500063261 KENDALL,RICHARD L 092413116 $2,443.49 02/01/1997 360
500063263 KELTNER,WILLIAM D 092414058 $3,191.88 2 02/01/1997 360
500063264 MANDEL,HARVEY 092414099 $1,882.73 02/01/1997 360
500063265 SCHWARTZ,HOWARD ALAN 092414543 $4,640.44 02/01/1997 360
500063266 SABAS,CARLOS A 092416270 $1,683.92 12 02/01/1997 360
500063337 MCGOWAN,MICHAEL P 091875160 $1,767.27 02/01/1997 360
500063338 ROLANDELLI,ROLANDO 092404388 $3,759.06 18 02/01/1997 360

<CAPTION>
PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # BORROWER CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
------ -------------------- ---- ----- ---- ------ ------ ------ ----- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
500063237 LEW,DENNIS WILLIAM .00 .00 .00 .000 .150 .250 $310,000.00 N
500063254 GILBERT,PETER R .00 .00 .00 .000 .250 .300 $474,000.00 N
500063256 MACDONALD,MALCOM J .00 .00 .00 .000 .250 .300 $435,634.00 N
500063257 WALLACE,MARK A .00 .00 .00 .000 .250 .300 $480,000.00 N
500063258 GURKIN,WILLIAM DOUGLAS .00 .00 .00 .000 .150 .250 $700,000.00 N
500063259 BISHOP,HERBERT B,II .00 .00 .00 .000 .250 .300 $600,000.00 N
500063260 TARLOW,ELLIOT S .00 .00 .00 .000 .250 .300 $429,000.00 N
500063261 KENDALL,RICHARD L .00 .00 .00 .000 .250 .300 $475,000.00 N
500063263 KELTNER,WILLIAM D .00 .00 .00 .000 .250 .300 $495,000.00 N
500063264 MANDEL,HARVEY .00 .00 .00 .000 .150 .250 $355,000.00 N
500063265 SCHWARTZ,HOWARD ALAN .00 .00 .00 .000 .150 .250 $850,000.00 N
500063266 SABAS,CARLOS A .00 .00 .00 .000 .250 .300 $245,000.00 N
500063337 MCGOWAN,MICHAEL P .00 .00 .00 .000 .150 .250 $321,155.00 N
500063338 ROLANDELLI,ROLANDO .00 .00 .00 .000 .150 .250 $537,000.00 N

</TABLE>

<PAGE>

(vlegal.ace v1.4) Page 3
RUN DATE: 02/26/1997 PNC MORTGAGE SECURITIES CORP.
TIME: 15:09:56 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 02/26/1997

POOL NUMBER: 1388 POOL NAME: 1997-2

<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
500063340 VREELAND,JOHN 3 PINE HOLLOW DRIVE BOROUGH OF BERN NJ 07924 $599,617.40
500063341 HANCZAKOWSKI,AGATHA 11051 STRATHMORE DRIVE UN LOS ANGELES CA 90024 $382,274.17
500063342 RAZA,SYED MOHSIN 5 LOIS COURT WASHINGTON TOWN NJ 07853 $277,393.98
500063343 OWEN,RUSSELL J 17 JAMIANNA LANE MONROE CT 06468 $280,691.54
500063344 BYERS,STEPHEN R 629 FOX GLEN DRIVE ST. CHARLES IL 60174 $469,651.19
500063346 CALLAHAN,RODNEY P 4453 DANT BOULEVARD RENO NV 89509 $327,630.02
500063350 BAIRD,GARY ROGER 856 TYNE BLVD NASHVILLE TN 37220 $522,649.08
500063363 ROUSE,JOHN L 26 POINT O'WOODS ROAD TOWN OF DARIEN CT 06820 $535,621.70
500063364 HARTER,THOMAS J 2758 DORESTA RD SAN MARINO CA 91108 $439,648.14
500063379 MAURO,MICHAEL D 6 SURREY LANE BOROUGH OF NEW NJ 07974 $300,000.00
500063381 WARD,WILLIAM D & LIANE HE 16650 MANITOU LOCKPORT IL 60441 $263,827.31
500063391 VAUGHN,MICHAEL L & GALLAG 1926 MCDANIEL AVENUE SAN JOSE CA 95126 $368,490.44
500063392 DEPUE,DONALD C & CAROL AN 32201 FALL RIVER ROAD TRABUCO CANYON CA 92679 $214,452.31
500063393 JONES,DAVID W & LAURIE C 15 CHELTA COURT DANVILLE CA 94526 $319,768.39

<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
500063340 VREELAND,JOHN 8.250 .150 8.100 .1000 8.000 01/01/2027
500063341 HANCZAKOWSKI,AGATHA 8.625 .250 8.375 .0500 8.325 01/01/2027
500063342 RAZA,SYED MOHSIN 7.500 .150 7.350 .1000 7.250 01/01/2027
500063343 OWEN,RUSSELL J 7.500 .150 7.350 .1000 7.250 01/01/2027
500063344 BYERS,STEPHEN R 7.500 .150 7.350 .1000 7.250 01/01/2027
500063346 CALLAHAN,RODNEY P 8.000 .150 7.850 .1000 7.750 01/01/2027
500063350 BAIRD,GARY ROGER 8.000 .150 7.850 .1000 7.750 01/01/2027
500063363 ROUSE,JOHN L 7.750 .150 7.600 .0500 7.550 01/01/2027
500063364 HARTER,THOMAS J 7.125 .150 6.975 .0500 6.925 01/01/2027
500063379 MAURO,MICHAEL D 8.125 .150 7.975 .0500 7.925 02/01/2027
500063381 WARD,WILLIAM D & LIANE HE 8.125 .250 7.875 .0500 7.825 01/01/2027
500063391 VAUGHN,MICHAEL L & GALLAG 7.875 .250 7.625 .0450 7.580 12/01/2026
500063392 DEPUE,DONALD C & CAROL AN 7.875 .250 7.625 .0450 7.580 01/01/2027
500063393 JONES,DAVID W & LAURIE C 7.625 .250 7.375 .0450 7.330 01/01/2027

<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
------ -------------------- --------------- --------- -- -------- ----
<S> <C> <C> <C> <C> <C> <C>
500063340 VREELAND,JOHN 092411542 $4,507.60 02/01/1997 360
500063341 HANCZAKOWSKI,AGATHA 092412999 $2,975.05 02/01/1997 360
500063342 RAZA,SYED MOHSIN 092413552 $1,941.02 02/01/1997 360
500063343 OWEN,RUSSELL J 092414251 $1,964.09 12 02/01/1997 360
500063344 BYERS,STEPHEN R 092415367 $3,286.31 02/01/1997 360
500063346 CALLAHAN,RODNEY P 092415531 $2,405.65 02/01/1997 360
500063350 BAIRD,GARY ROGER 092416147 $3,837.59 02/01/1997 360
500063363 ROUSE,JOHN L 092413414 $3,839.97 02/01/1997 360
500063364 HARTER,THOMAS J 092414401 $2,964.36 02/01/1997 360
500063379 MAURO,MICHAEL D 092413734 $2,227.49 02/01/1997 360
500063381 WARD,WILLIAM D & LIANE HE 96000467 $1,960.19 02/01/1997 360
500063391 VAUGHN,MICHAEL L & GALLAG 4078697 $2,675.51 02/01/1997 360
500063392 DEPUE,DONALD C & CAROL AN 4070579 $1,556.00 02/01/1997 360
500063393 JONES,DAVID W & LAURIE C 4078457 $2,264.94 1 02/01/1997 360

<CAPTION>
PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # BORROWER CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
------ -------------------- ---- ----- ---- ------ ------ ------ ----- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
500063340 VREELAND,JOHN .00 .00 .00 .000 .150 .250 $780,000.00 N
500063341 HANCZAKOWSKI,AGATHA .00 .00 .00 .000 .250 .300 $580,000.00 N
500063342 RAZA,SYED MOHSIN .00 .00 .00 .000 .150 .250 $347,000.00 N
500063343 OWEN,RUSSELL J .00 .00 .00 .000 .150 .250 $312,136.00 N
500063344 BYERS,STEPHEN R .00 .00 .00 .000 .150 .250 $700,000.00 N
500063346 CALLAHAN,RODNEY P .00 .00 .00 .000 .150 .250 $450,000.00 N
500063350 BAIRD,GARY ROGER .00 .00 .00 .000 .150 .250 $755,000.00 N
500063363 ROUSE,JOHN L .00 .00 .00 .000 .150 .200 $670,000.00 N
500063364 HARTER,THOMAS J .00 .00 .00 .000 .150 .200 $635,000.00 N
500063379 MAURO,MICHAEL D .00 .00 .00 .000 .150 .200 $475,000.00 N
500063381 WARD,WILLIAM D & LIANE HE .00 .00 .00 .000 .250 .300 $330,000.00 N
500063391 VAUGHN,MICHAEL L & GALLAG .00 .00 .00 .000 .250 .295 $550,000.00 N
500063392 DEPUE,DONALD C & CAROL AN .00 .00 .00 .000 .250 .295 $310,000.00 N
500063393 JONES,DAVID W & LAURIE C .00 .00 .00 .000 .250 .295 $360,000.00 N

</TABLE>

<PAGE>

(vlegal.ace v1.4) Page 4
RUN DATE: 02/26/1997 PNC MORTGAGE SECURITIES CORP.
TIME: 15:09:56 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 02/26/1997

POOL NUMBER: 1388 POOL NAME: 1997-2

<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
500063394 COLLETTE,HARRY ERWIN JR 899 LAS OVEJAS AVENUE SAN RAFAEL CA 94903 $249,823.54
500063395 SHURTZ,BETTY C & MCDONALD 113 WESTCHESTER MORAGA CA 94556 $214,440.73
500063420 PATTON,MICHAEL J & STEPHE 1026 WILMINGTON WAY REDWOOD CITY CA 94062 $293,797.67
500063423 COSTELLO,JOSEPH PHILIP & 4181 HOLLY KNOLL DRIVE LOS ANGELES CA 90027 $341,758.62
500063425 MCDONALD,SEAMUS & GLADYS 41101 MESA ROBLES CIRCLE TEMECULA CA 92592 $214,444.67
500063426 KIRBY,TYLER & DIANNE L 621 NORTH CULLEN AVENUE GLENDORA CA 91741 $224,841.20
500063427 DIGENOVA,ANTHONY 1200 GOUGH STREET #23C SAN FRANCISCO CA 94109 $251,822.14
500063429 TATE,RANDAL LEE & LORI AN 17 TELON COURT SIMI VALLEY CA 93065 $303,558.54
500063430 DUFFY,STEPHEN J & SUSAN M 900 CLIFF DRIVE NEWPORT BEACH CA 92663 $543,616.04
500063432 HARALAMBIDIS,GEORGE & SEV 226 WEST UWCHLAN AVENUE DOWINGTOWN PA 19335 $224,856.52
500063434 ARSENAULT JR,NEIL J & KEI 1500 OYAMA DRIVE SAN JOSE CA 95131 $266,650.31
500063435 HESS,AUGUST & LINDA 25614 BARGANCA COURT, VAL SANTA CLARITA CA 91355 $225,432.57
500063436 ADLAM,CHRISTOPHER 3604 VIA PALOMINO PALOS VERDES ES CA 90274 $474,664.75
500063437 OMMEN,JEFF & ELEY,C M 144 MANHATTAN AVENUE-1 HERMOSA BEACH CA 90254 $399,731.61

<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
500063394 COLLETTE,HARRY ERWIN JR 7.750 .250 7.500 .0450 7.455 01/01/2027
500063395 SHURTZ,BETTY C & MCDONALD 7.500 .250 7.250 .0450 7.205 01/01/2027
500063420 PATTON,MICHAEL J & STEPHE 7.875 .250 7.625 .0450 7.580 01/01/2027
500063423 COSTELLO,JOSEPH PHILIP & 7.750 .250 7.500 .0450 7.455 01/01/2027
500063425 MCDONALD,SEAMUS & GLADYS 7.625 .250 7.375 .0450 7.330 01/01/2027
500063426 KIRBY,TYLER & DIANNE L 7.750 .250 7.500 .0450 7.455 01/01/2027
500063427 DIGENOVA,ANTHONY 7.750 .250 7.500 .0450 7.455 01/01/2027
500063429 TATE,RANDAL LEE & LORI AN 7.625 .250 7.375 .0450 7.330 12/01/2026
500063430 DUFFY,STEPHEN J & SUSAN M 7.750 .250 7.500 .0450 7.455 01/01/2027
500063432 HARALAMBIDIS,GEORGE & SEV 8.250 .250 8.000 .0450 7.955 01/01/2027
500063434 ARSENAULT JR,NEIL J & KEI 8.875 .250 8.625 .0450 8.580 01/01/2027
500063435 HESS,AUGUST & LINDA 7.500 .250 7.250 .0450 7.205 01/01/2027
500063436 ADLAM,CHRISTOPHER 7.750 .250 7.500 .0450 7.455 01/01/2027
500063437 OMMEN,JEFF & ELEY,C M 8.000 .250 7.750 .0450 7.705 01/01/2027

<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
------ -------------------- --------------- --------- -- -------- ----
<S> <C> <C> <C> <C> <C> <C>
500063394 COLLETTE,HARRY ERWIN JR 4056800 $1,791.04 02/01/1997 360
500063395 SHURTZ,BETTY C & MCDONALD 4042396 $1,500.52 02/01/1997 360
500063420 PATTON,MICHAEL J & STEPHE 4095188 $2,131.71 02/01/1997 360
500063423 COSTELLO,JOSEPH PHILIP & 4095717 $2,450.13 7 02/01/1997 360
500063425 MCDONALD,SEAMUS & GLADYS 4088092 $1,518.93 02/01/1997 360
500063426 KIRBY,TYLER & DIANNE L 4089116 $1,611.93 02/01/1997 360
500063427 DIGENOVA,ANTHONY 4090049 $1,805.36 02/01/1997 360
500063429 TATE,RANDAL LEE & LORI AN 4075065 $2,151.70 02/01/1997 360
500063430 DUFFY,STEPHEN J & SUSAN M 2074852 $3,897.29 02/01/1997 360
500063432 HARALAMBIDIS,GEORGE & SEV 4090858 $1,690.36 02/01/1997 360
500063434 ARSENAULT JR,NEIL J & KEI 4089330 $2,124.38 3 02/01/1997 360
500063435 HESS,AUGUST & LINDA 4089769 $1,577.43 02/01/1997 360
500063436 ADLAM,CHRISTOPHER 4094462 $3,402.96 02/01/1997 360
500063437 OMMEN,JEFF & ELEY,C M 4093258 $2,935.06 12 02/01/1997 360

<CAPTION>
PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # BORROWER CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
------ -------------------- ---- ----- ---- ------ ------ ------ ----- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
500063394 COLLETTE,HARRY ERWIN JR .00 .00 .00 .000 .250 .295 $315,000.00 N
500063395 SHURTZ,BETTY C & MCDONALD .00 .00 .00 .000 .250 .295 $315,000.00 N
500063420 PATTON,MICHAEL J & STEPHE .00 .00 .00 .000 .250 .295 $484,000.00 N
500063423 COSTELLO,JOSEPH PHILIP & .00 .00 .00 .000 .250 .295 $380,000.00 N
500063425 MCDONALD,SEAMUS & GLADYS .00 .00 .00 .000 .250 .295 $294,000.00 N
500063426 KIRBY,TYLER & DIANNE L .00 .00 .00 .000 .250 .295 $290,000.00 N
500063427 DIGENOVA,ANTHONY .00 .00 .00 .000 .250 .295 $315,000.00 N
500063429 TATE,RANDAL LEE & LORI AN .00 .00 .00 .000 .250 .295 $416,000.00 N
500063430 DUFFY,STEPHEN J & SUSAN M .00 .00 .00 .000 .250 .295 $680,000.00 N
500063432 HARALAMBIDIS,GEORGE & SEV .00 .00 .00 .000 .250 .295 $300,000.00 N
500063434 ARSENAULT JR,NEIL J & KEI .00 .00 .00 .000 .250 .295 $305,000.00 N
500063435 HESS,AUGUST & LINDA .00 .00 .00 .000 .250 .295 $282,000.00 N
500063436 ADLAM,CHRISTOPHER .00 .00 .00 .000 .250 .295 $785,000.00 N
500063437 OMMEN,JEFF & ELEY,C M .00 .00 .00 .000 .250 .295 $445,000.00 N

</TABLE>

<PAGE>

(vlegal.ace v1.4) Page 5
RUN DATE: 02/26/1997 PNC MORTGAGE SECURITIES CORP.
TIME: 15:09:56 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 02/26/1997

POOL NUMBER: 1388 POOL NAME: 1997-2

<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
500063438 REID,GLEN A & CATHERINE A 8139 DELGANY AVENUE LOS ANGELES CA 90293 $209,844.14
500063439 BLAKELY,DAVID M & GRACE A 3138 PAWNEE COURT SIMI VALLEY CA 93063 $325,769.91
500063440 SYKES,DALE E 14615 SOUTHWEST HAZELTREE TIGARD OR 97224 $303,790.78
500063441 MOSES,DANIEL CHARLES & GU 3875 PROMENADE WAY PLEASANTON CA 94566 $214,448.53
500063442 BROWN,GERALD C & MICHELE 1449 SUFFOLK AVENUE THOUSAND OAKS CA 91360 $221,543.52
500063443 SNOKE,LANCE A & CHERYL A 26260 PARK VIEW ROAD VALENCIA CA 91355 $360,538.86
500063444 KONG,JAMES KYIN FU & JINN 236 BELHAVEN AVENUE DALY CITY CA 94015 $211,842.66
500063445 ECONOMOS,STEVEN G & MICHE 24171 FAIRWAY LANE COTO DE CAZA CA 92679 $211,450.65
500063446 JOHNSON,MICHAEL C & LORET 1615 CHOCOLATE BELL TRAIL ALPINE CA 91901 $238,827.02
500063447 FRAZIER,JAMES & ELIZABETH 2721 FAIRBROOK DRIVE MOUNTAIN VIEW CA 94040 $212,825.40
500063455 BERTOZZI,MICHAEL B 25154 GUM SPRING ROAD CHANTILLLY VA 22021 $487,219.53
500063456 FERGUSON,DAVID W 7 BEECHWOOD ROAD BRONXVILLE NY 10708 $1,080,000.00
500063457 MIELACH,PETER J 7 STONE CREEK LANE READINGTON TOWN NJ 08889 $300,000.00
500063458 MAKLER,HOWARD 6 SEA COVE LANE NEWPORT BEACH CA 92660 $258,800.00

<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
500063438 REID,GLEN A & CATHERINE A 7.500 .250 7.250 .0450 7.205 01/01/2027
500063439 BLAKELY,DAVID M & GRACE A 7.750 .250 7.500 .0450 7.455 01/01/2027
500063440 SYKES,DALE E 7.875 .250 7.625 .0450 7.580 01/01/2027
500063441 MOSES,DANIEL CHARLES & GU 7.750 .250 7.500 .0450 7.455 01/01/2027
500063442 BROWN,GERALD C & MICHELE 7.750 .250 7.500 .0450 7.455 01/01/2027
500063443 SNOKE,LANCE A & CHERYL A 7.625 .250 7.375 .0450 7.330 01/01/2027
500063444 KONG,JAMES KYIN FU & JINN 7.500 .250 7.250 .0450 7.205 01/01/2027
500063445 ECONOMOS,STEVEN G & MICHE 7.750 .250 7.500 .0450 7.455 01/01/2027
500063446 JOHNSON,MICHAEL C & LORET 7.625 .250 7.375 .0450 7.330 01/01/2027
500063447 FRAZIER,JAMES & ELIZABETH 7.000 .250 6.750 .0450 6.705 01/01/2027
500063455 BERTOZZI,MICHAEL B 8.750 .250 8.500 .0500 8.450 01/01/2027
500063456 FERGUSON,DAVID W 7.875 .150 7.725 .0500 7.675 02/01/2027
500063457 MIELACH,PETER J 8.125 .150 7.975 .0500 7.925 02/01/2027
500063458 MAKLER,HOWARD 8.250 .250 8.000 .0500 7.950 02/01/2027

<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
------ -------------------- --------------- --------- -- -------- ----
<S> <C> <C> <C> <C> <C> <C>
500063438 REID,GLEN A & CATHERINE A 4090296 $1,468.36 02/01/1997 360
500063439 BLAKELY,DAVID M & GRACE A 4090452 $2,335.51 02/01/1997 360
500063440 SYKES,DALE E 4088332 $2,204.22 02/01/1997 360
500063441 MOSES,DANIEL CHARLES & GU 4094223 $1,537.43 02/01/1997 360
500063442 BROWN,GERALD C & MICHELE 4092151 $1,588.29 1 02/01/1997 360
500063443 SNOKE,LANCE A & CHERYL A 4069316 $2,553.72 02/01/1997 360
500063444 KONG,JAMES KYIN FU & JINN 4090015 $1,482.34 02/01/1997 360
500063445 ECONOMOS,STEVEN G & MICHE 4089827 $1,515.93 02/01/1997 360
500063446 JOHNSON,MICHAEL C & LORET 4085700 $1,691.63 02/01/1997 360
500063447 FRAZIER,JAMES & ELIZABETH 4089538 $1,417.10 02/01/1997 360
500063455 BERTOZZI,MICHAEL B 092410621 $3,835.16 02/01/1997 360
500063456 FERGUSON,DAVID W 092413364 $7,830.75 02/01/1997 360
500063457 MIELACH,PETER J 092415242 $2,227.49 02/01/1997 360
500063458 MAKLER,HOWARD 092418192 $1,944.28 02/01/1997 360

<CAPTION>
PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # BORROWER CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
------ -------------------- ---- ----- ---- ------ ------ ------ ----- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
500063438 REID,GLEN A & CATHERINE A .00 .00 .00 .000 .250 .295 $375,000.00 N
500063439 BLAKELY,DAVID M & GRACE A .00 .00 .00 .000 .250 .295 $407,500.00 N
500063440 SYKES,DALE E .00 .00 .00 .000 .250 .295 $437,000.00 N
500063441 MOSES,DANIEL CHARLES & GU .00 .00 .00 .000 .250 .295 $268,500.00 N
500063442 BROWN,GERALD C & MICHELE .00 .00 .00 .000 .250 .295 $247,000.00 N
500063443 SNOKE,LANCE A & CHERYL A .00 .00 .00 .000 .250 .295 $451,000.00 N
500063444 KONG,JAMES KYIN FU & JINN .00 .00 .00 .000 .250 .295 $265,000.00 N
500063445 ECONOMOS,STEVEN G & MICHE .00 .00 .00 .000 .250 .295 $264,500.00 N
500063446 JOHNSON,MICHAEL C & LORET .00 .00 .00 .000 .250 .295 $308,000.00 N
500063447 FRAZIER,JAMES & ELIZABETH .00 .00 .00 .000 .250 .295 $490,000.00 N
500063455 BERTOZZI,MICHAEL B .00 .00 .00 .000 .250 .300 $650,000.00 N
500063456 FERGUSON,DAVID W .00 .00 .00 .000 .150 .200 $1,350,000.00 N
500063457 MIELACH,PETER J .00 .00 .00 .000 .150 .200 $400,000.00 N
500063458 MAKLER,HOWARD .00 .00 .00 .000 .250 .300 $323,522.00 N

</TABLE>

<PAGE>

(vlegal.ace v1.4) Page 6
RUN DATE: 02/26/1997 PNC MORTGAGE SECURITIES CORP.
TIME: 15:09:56 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 02/26/1997

POOL NUMBER: 1388 POOL NAME: 1997-2

<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
500063461 WILHOIT,MICHAEL & DONNA 9834 BABBITT AVENUE LOS ANGELES CA 91325 $311,785.28
500063462 COHEN,STEPHEN A & MELINDA 2 BAYSIDE IRVINE CA 92714 $442,695.13
500063463 HEGLAR,BRENNAN S & STEPAN 6012 RIDGEWOOD COURT ANAHEIM CA 92807 $217,661.12
500063464 SPOONER,GEORGE F & BRIGIT 23380 WEST CAMFORD PLACE VALENCIA CA 91355 $317,686.69
500063466 BOLTON,KEN D & LINDA T 38 BERKELEY AVENUE VENTURA CA 93004 $224,756.59
500063467 LIU,TONY 69-21 EXETER STREET FOREST HILLS NY 11375 $228,246.75
500063468 CONNELLY,PAUL & IIDA,STAC 1162 GLENN AVENUE SAN JOSE CA 95125 $338,177.55
500063469 TAYLOR,JON EVAN & TAMI JO 12752 FUTURA STREET SAN DIEGO CA 92130 $214,440.73
500063470 ZEINFELD,ANDREW B & SUZAN 7029 SAUCON VALLEY DRIVE FORT WORTH TX 76132 $385,884.77
500063471 KORAN,ROBERT J & MICHELLE 746 LOMITA STREET EL SEGUNDO CA 90245 $214,398.90
500063472 CIPITI,NICHOLAS A & LISA 1446 9TH MANHATTAN BEACH CA 90266 $456,685.49
500063473 VOSS,JOHANNES T & MARY E 7183 WILLET CIRCLE CARLSBAD CA 92009 $221,197.66
500063474 SCHINDLER,RICK URI & DINA 6801 CASTLE PEAK DRIVE (W LOS ANGELES CA 91307 $214,424.09
500063475 HEALY,DONALD J & JUDY L 1161 SUNSET CLIFFS BLVD SAN DIEGO CA 92107 $343,738.24

<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
500063461 WILHOIT,MICHAEL & DONNA 7.875 .250 7.625 .0450 7.580 01/01/2027
500063462 COHEN,STEPHEN A & MELINDA 7.875 .250 7.625 .0450 7.580 01/01/2027
500063463 HEGLAR,BRENNAN S & STEPAN 8.250 .250 8.000 .0450 7.955 01/01/2027
500063464 SPOONER,GEORGE F & BRIGIT 8.000 .250 7.750 .0450 7.705 01/01/2027
500063466 BOLTON,KEN D & LINDA T 8.250 .250 8.000 .0450 7.955 01/01/2027
500063467 LIU,TONY 8.000 .250 7.750 .0450 7.705 01/01/2027
500063468 CONNELLY,PAUL & IIDA,STAC 7.750 .250 7.500 .0450 7.455 11/01/2026
500063469 TAYLOR,JON EVAN & TAMI JO 7.500 .250 7.250 .0450 7.205 01/01/2027
500063470 ZEINFELD,ANDREW B & SUZAN 7.875 .250 7.625 .0450 7.580 01/01/2027
500063471 KORAN,ROBERT J & MICHELLE 7.375 .250 7.125 .0450 7.080 01/01/2027
500063472 CIPITI,NICHOLAS A & LISA 7.875 .250 7.625 .0450 7.580 01/01/2027
500063473 VOSS,JOHANNES T & MARY E 7.875 .250 7.625 .0450 7.580 01/01/2027
500063474 SCHINDLER,RICK URI & DINA 7.000 .250 6.750 .0450 6.705 01/01/2027
500063475 HEALY,DONALD J & JUDY L 7.375 .250 7.125 .0450 7.080 01/01/2027

<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
------ -------------------- --------------- --------- -- -------- ----
<S> <C> <C> <C> <C> <C> <C>
500063461 WILHOIT,MICHAEL & DONNA 4081535 $2,262.22 02/01/1997 360
500063462 COHEN,STEPHEN A & MELINDA 4082897 $3,212.06 02/01/1997 360
500063463 HEGLAR,BRENNAN S & STEPAN 4082788 $1,636.26 7 02/01/1997 360
500063464 SPOONER,GEORGE F & BRIGIT 4079711 $2,332.64 02/01/1997 360
500063466 BOLTON,KEN D & LINDA T 4055919 $1,689.60 12 02/01/1997 360
500063467 LIU,TONY 4062147 $1,675.92 02/01/1997 360
500063468 CONNELLY,PAUL & IIDA,STAC 4041018 $2,428.64 02/01/1997 360
500063469 TAYLOR,JON EVAN & TAMI JO 4089637 $1,500.52 02/01/1997 360
500063470 ZEINFELD,ANDREW B & SUZAN 4086864 $2,800.59 02/01/1997 360
500063471 KORAN,ROBERT J & MICHELLE 4087913 $1,482.19 02/01/1997 360
500063472 CIPITI,NICHOLAS A & LISA 4081394 $3,313.57 02/01/1997 360
500063473 VOSS,JOHANNES T & MARY E 4084430 $1,604.95 7 02/01/1997 360
500063474 SCHINDLER,RICK URI & DINA 4084448 $1,427.74 02/01/1997 360
500063475 HEALY,DONALD J & JUDY L 4082723 $2,375.93 02/01/1997 360

<CAPTION>
PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # BORROWER CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
------ -------------------- ---- ----- ---- ------ ------ ------ ----- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
500063461 WILHOIT,MICHAEL & DONNA .00 .00 .00 .000 .250 .295 $537,500.00 N
500063462 COHEN,STEPHEN A & MELINDA .00 .00 .00 .000 .250 .295 $560,000.00 N
500063463 HEGLAR,BRENNAN S & STEPAN .00 .00 .00 .000 .250 .295 $242,000.00 N
500063464 SPOONER,GEORGE F & BRIGIT .00 .00 .00 .000 .250 .295 $417,900.00 N
500063466 BOLTON,KEN D & LINDA T .00 .00 .00 .000 .250 .295 $249,900.00 N
500063467 LIU,TONY .00 .00 .00 .000 .250 .295 $298,000.00 N
500063468 CONNELLY,PAUL & IIDA,STAC .00 .00 .00 .000 .250 .295 $439,000.00 N
500063469 TAYLOR,JON EVAN & TAMI JO .00 .00 .00 .000 .250 .295 $360,000.00 N
500063470 ZEINFELD,ANDREW B & SUZAN .00 .00 .00 .000 .250 .295 $515,000.00 N
500063471 KORAN,ROBERT J & MICHELLE .00 .00 .00 .000 .250 .295 $275,000.00 N
500063472 CIPITI,NICHOLAS A & LISA .00 .00 .00 .000 .250 .295 $650,000.00 N
500063473 VOSS,JOHANNES T & MARY E .00 .00 .00 .000 .250 .295 $245,990.00 N
500063474 SCHINDLER,RICK URI & DINA .00 .00 .00 .000 .250 .295 $380,000.00 N
500063475 HEALY,DONALD J & JUDY L .00 .00 .00 .000 .250 .295 $430,000.00 N

</TABLE>

<PAGE>

(vlegal.ace v1.4) Page 7
RUN DATE: 02/26/1997 PNC MORTGAGE SECURITIES CORP.
TIME: 15:09:56 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 02/26/1997

POOL NUMBER: 1388 POOL NAME: 1997-2

<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
500063476 FONG,ALLEN & MEIKA A FANG 1520 23RD STREET MANHATTAN BEACH CA 90266 $301,582.97
500063477 BREEDLOVE,TERRANCE B & CA 54 WILLOWVIEW COURT DANVILLE CA 94526 $295,756.32
500063478 STEWART,DANIEL ALAN & ELI 4443 ADAIR STREET SAN DIEGO CA 92107 $214,440.73
500063479 ESPY,DAVID & CATHY 5335 CHAVERSHAM LANE NORCROSS GA 30092 $259,821.06
500063480 SOSOKA,JOHN & SYLVIA 145 LA VERNE AVENUE LONG BEACH CA 90803 $284,803.86
500063481 CANEVARO,SEAN M & SUSAN C 1145 PARK HEIGHTS DR MILPITAS CA 95035 $212,941.85
500063482 BAKER,CAROL E 3301 BRACE CANYON ROAD BURBANK CA 91504 $307,788.03
500063483 HEEG,PEGGY A & MARK T 206 HIDDEN PINES COURT LEAGUE CITY TX 77573 $271,008.59
500063484 WINBUSH,ANDREW D & CAROLY 13479 CANYONWOOD COURT MOORPARK CA 93021 $219,160.16
500063488 LEVINE,FRANK T & PHILLIPS 410 TICO ROAD OJAI CA 93023 $274,815.47
500063489 MCBANE,JOHN D&KATHY C 1268 7TH STREET HERMOSA BEACH CA 90254 $209,844.14
500063490 CESARONE,ROBERT J 5444 OCEAN VIEW BLVD LA CANADA-FLINT CA 91011 $214,452.31
500063491 BERG,NEAL & ROSALYN D 17141 GLEDHILL STREET NOR LOS ANGELES CA 91325 $289,773.76
500063492 KROST,WILLIAM & DELORES 3167 HOLLOWAY COURT THOUSAND OAKS CA 91320 $239,826.29

<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
500063476 FONG,ALLEN & MEIKA A FANG 7.875 .250 7.625 .0450 7.580 12/01/2026
500063477 BREEDLOVE,TERRANCE B & CA 7.875 .250 7.625 .0450 7.580 01/01/2027
500063478 STEWART,DANIEL ALAN & ELI 7.500 .250 7.250 .0450 7.205 01/01/2027
500063479 ESPY,DAVID & CATHY 7.875 .250 7.625 .0450 7.580 01/01/2027
500063480 SOSOKA,JOHN & SYLVIA 7.875 .250 7.625 .0450 7.580 01/01/2027
500063481 CANEVARO,SEAN M & SUSAN C 7.500 .250 7.250 .0450 7.205 01/01/2027
500063482 BAKER,CAROL E 7.875 .250 7.625 .0450 7.580 01/01/2027
500063483 HEEG,PEGGY A & MARK T 7.750 .250 7.500 .0450 7.455 01/01/2027
500063484 WINBUSH,ANDREW D & CAROLY 8.250 .250 8.000 .0450 7.955 01/01/2027
500063488 LEVINE,FRANK T & PHILLIPS 8.000 .250 7.750 .0450 7.705 01/01/2027
500063489 MCBANE,JOHN D&KATHY C 7.500 .250 7.250 .0450 7.205 01/01/2027
500063490 CESARONE,ROBERT J 7.875 .250 7.625 .0450 7.580 01/01/2027
500063491 BERG,NEAL & ROSALYN D 7.250 .250 7.000 .0450 6.955 01/01/2027
500063492 KROST,WILLIAM & DELORES 7.625 .250 7.375 .0450 7.330 01/01/2027

<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
------ -------------------- --------------- --------- -- -------- ----
<S> <C> <C> <C> <C> <C> <C>
500063476 FONG,ALLEN & MEIKA A FANG 4079547 $2,189.71 02/01/1997 360
500063477 BREEDLOVE,TERRANCE B & CA 4095725 $2,145.92 02/01/1997 360
500063478 STEWART,DANIEL ALAN & ELI 4099917 $1,500.52 02/01/1997 360
500063479 ESPY,DAVID & CATHY 4097135 $1,885.19 02/01/1997 360
500063480 SOSOKA,JOHN & SYLVIA 4081725 $2,066.45 02/01/1997 360
500063481 CANEVARO,SEAN M & SUSAN C 4083606 $1,490.03 02/01/1997 360
500063482 BAKER,CAROL E 4083218 $2,233.22 02/01/1997 360
500063483 HEEG,PEGGY A & MARK T 4079265 $1,942.91 02/01/1997 360
500063484 WINBUSH,ANDREW D & CAROLY 4084224 $1,647.53 3 02/01/1997 360
500063488 LEVINE,FRANK T & PHILLIPS 4090247 $2,017.86 02/01/1997 360
500063489 MCBANE,JOHN D&KATHY C 4094520 $1,468.36 02/01/1997 360
500063490 CESARONE,ROBERT J 4094850 $1,556.00 02/01/1997 360
500063491 BERG,NEAL & ROSALYN D 4092177 $1,978.32 02/01/1997 360
500063492 KROST,WILLIAM & DELORES 4091609 $1,698.71 02/01/1997 360

<CAPTION>
PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # BORROWER CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
------ -------------------- ---- ----- ---- ------ ------ ------ ----- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
500063476 FONG,ALLEN & MEIKA A FANG .00 .00 .00 .000 .250 .295 $385,000.00 N
500063477 BREEDLOVE,TERRANCE B & CA .00 .00 .00 .000 .250 .295 $369,950.00 N
500063478 STEWART,DANIEL ALAN & ELI .00 .00 .00 .000 .250 .295 $305,000.00 N
500063479 ESPY,DAVID & CATHY .00 .00 .00 .000 .250 .295 $325,000.00 N
500063480 SOSOKA,JOHN & SYLVIA .00 .00 .00 .000 .250 .295 $390,000.00 N
500063481 CANEVARO,SEAN M & SUSAN C .00 .00 .00 .000 .250 .295 $270,000.00 N
500063482 BAKER,CAROL E .00 .00 .00 .000 .250 .295 $385,000.00 N
500063483 HEEG,PEGGY A & MARK T .00 .00 .00 .000 .250 .295 $339,000.00 N
500063484 WINBUSH,ANDREW D & CAROLY .00 .00 .00 .000 .250 .295 $244,000.00 N
500063488 LEVINE,FRANK T & PHILLIPS .00 .00 .00 .000 .250 .295 $575,000.00 N
500063489 MCBANE,JOHN D&KATHY C .00 .00 .00 .000 .250 .295 $275,000.00 N
500063490 CESARONE,ROBERT J .00 .00 .00 .000 .250 .295 $280,000.00 N
500063491 BERG,NEAL & ROSALYN D .00 .00 .00 .000 .250 .295 $375,000.00 N
500063492 KROST,WILLIAM & DELORES .00 .00 .00 .000 .250 .295 $320,000.00 N

</TABLE>

<PAGE>

(vlegal.ace v1.4) Page 8
RUN DATE: 02/26/1997 PNC MORTGAGE SECURITIES CORP.
TIME: 15:09:56 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 02/26/1997

POOL NUMBER: 1388 POOL NAME: 1997-2

<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
500063493 DEA,STANLEY K 6731 ANDOVER LANE (WESTCH LOS ANGELES CA 90045 $394,214.47
500063494 MILLER,THOMAS G 1018 STANFORD STREET SANTA MONICA CA 90403 $399,666.67
500063495 GALDAMEZ,LUIS A & VIOLETA 9635 GARNISH DRIVE DOWNEY CA 90240 $539,628.37
500063496 KASLOW,RICHARD A & LEANNE 2906 BERWICK ROAD BIRMINGHAM AL 35213 $487,719.24
500063497 FOX,JAMES K & NOREEN E 1965 BEACH PARK BLVD FOSTER CITY CA 94404 $327,850.95
500063498 DYMINSKI,JOHN & KNITTEL,M 1500 SONNYS WAY HOLLISTER CA 95023 $285,812.91
500063499 STRONG,MICHAEL P & SUSAN 766-5TH AVENUE SAN FRANCISCO CA 94118 $432,486.74
500063502 DAN,VLAD & IRMGARD G 1521 VERDUGO BOULEVARD LA CANADA-FLINT CA 91011 $218,349.63
500063503 AFRIAT,SARI RUTH & LIEKKI 16146 OTSEGO STREET LOS ANGELES CA 91436 $337,255.72
500063504 LAMAS,OSCAR 4074 NEWTON STREET TORRANCE CA 90505 $220,290.44
500063515 LHOMME,DAVID R 32 GAYLOR DRIVE MONROE CT 06468 $263,000.00
500063516 JENKINS,JAMES T 1139 GLENMOOR WICHITA KS 67206 $296,000.00
500063517 GROSSMAN,RICHARD M 338 ROSEMARY LANE LOWER MERION TO PA 19072 $328,000.00
500063684 DESROSIERS,JAMES 5 ALDERSGATE WAY NORTH READING MA 01864 $237,866.57

<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
500063493 DEA,STANLEY K 7.625 .250 7.375 .0450 7.330 01/01/2027
500063494 MILLER,THOMAS G 8.000 .250 7.750 .0450 7.705 01/01/2027
500063495 GALDAMEZ,LUIS A & VIOLETA 7.875 .250 7.625 .0450 7.580 01/01/2027
500063496 KASLOW,RICHARD A & LEANNE 8.750 .250 8.500 .0500 8.450 01/01/2027
500063497 FOX,JAMES K & NOREEN E 8.125 .250 7.875 .0450 7.830 11/01/2026
500063498 DYMINSKI,JOHN & KNITTEL,M 8.125 .250 7.875 .0450 7.830 01/01/2027
500063499 STRONG,MICHAEL P & SUSAN 7.625 .250 7.375 .0450 7.330 01/01/2027
500063502 DAN,VLAD & IRMGARD G 7.875 .250 7.625 .0450 7.580 01/01/2027
500063503 AFRIAT,SARI RUTH & LIEKKI 7.625 .250 7.375 .0450 7.330 01/01/2027
500063504 LAMAS,OSCAR 7.625 .250 7.375 .0450 7.330 01/01/2027
500063515 LHOMME,DAVID R 7.625 .150 7.475 .0500 7.425 02/01/2027
500063516 JENKINS,JAMES T 7.250 .150 7.100 .0500 7.050 02/01/2027
500063517 GROSSMAN,RICHARD M 7.375 .150 7.225 .0500 7.175 02/01/2027
500063684 DESROSIERS,JAMES 8.875 .250 8.625 .0500 8.575 01/01/2027

<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
------ -------------------- --------------- --------- -- -------- ----
<S> <C> <C> <C> <C> <C> <C>
500063493 DEA,STANLEY K 4089520 $2,792.25 02/01/1997 360
500063494 MILLER,THOMAS G 4085551 $2,935.06 02/01/1997 360
500063495 GALDAMEZ,LUIS A & VIOLETA 4088381 $3,915.38 02/01/1997 360
500063496 KASLOW,RICHARD A & LEANNE 11182 $3,839.10 18 02/01/1997 360
500063497 FOX,JAMES K & NOREEN E 4044087 $2,439.11 12 02/01/1997 360
500063498 DYMINSKI,JOHN & KNITTEL,M 4058616 $2,123.55 12 02/01/1997 360
500063499 STRONG,MICHAEL P & SUSAN 4060778 $3,063.34 02/01/1997 360
500063502 DAN,VLAD & IRMGARD G 4094876 $1,584.28 1 02/01/1997 360
500063503 AFRIAT,SARI RUTH & LIEKKI 4092086 $2,388.81 7 02/01/1997 360
500063504 LAMAS,OSCAR 4090692 $1,560.34 7 02/01/1997 360
500063515 LHOMME,DAVID R 092401311 $1,861.50 02/01/1997 360
500063516 JENKINS,JAMES T 092415694 $2,019.24 02/01/1997 360
500063517 GROSSMAN,RICHARD M 092417423 $2,265.41 02/01/1997 360
500063684 DESROSIERS,JAMES 092409350 $1,893.64 02/01/1997 360

<CAPTION>
PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # BORROWER CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
------ -------------------- ---- ----- ---- ------ ------ ------ ----- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
500063493 DEA,STANLEY K .00 .00 .00 .000 .250 .295 $517,000.00 N
500063494 MILLER,THOMAS G .00 .00 .00 .000 .250 .295 $610,000.00 N
500063495 GALDAMEZ,LUIS A & VIOLETA .00 .00 .00 .000 .250 .295 $675,000.00 N
500063496 KASLOW,RICHARD A & LEANNE .00 .00 .00 .000 .250 .300 $600,000.00 N
500063497 FOX,JAMES K & NOREEN E .00 .00 .00 .000 .250 .295 $365,000.00 N
500063498 DYMINSKI,JOHN & KNITTEL,M .00 .00 .00 .000 .250 .295 $317,900.00 N
500063499 STRONG,MICHAEL P & SUSAN .00 .00 .00 .000 .250 .295 $541,000.00 N
500063502 DAN,VLAD & IRMGARD G .00 .00 .00 .000 .250 .295 $245,000.00 N
500063503 AFRIAT,SARI RUTH & LIEKKI .00 .00 .00 .000 .250 .295 $375,000.00 N
500063504 LAMAS,OSCAR .00 .00 .00 .000 .250 .295 $245,000.00 N
500063515 LHOMME,DAVID R .00 .00 .00 .000 .150 .200 $329,208.81 N
500063516 JENKINS,JAMES T .00 .00 .00 .000 .150 .200 $370,000.00 N
500063517 GROSSMAN,RICHARD M .00 .00 .00 .000 .150 .200 $410,000.00 N
500063684 DESROSIERS,JAMES .00 .00 .00 .000 .250 .300 $297,500.00 N

</TABLE>

<PAGE>

(vlegal.ace v1.4) Page 9
RUN DATE: 02/26/1997 PNC MORTGAGE SECURITIES CORP.
TIME: 15:09:56 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 02/26/1997

POOL NUMBER: 1388 POOL NAME: 1997-2

<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
500063685 KUNKLE,STEPHEN M 3611 HORSHAM DRIVE MECHANICSBURG PA 17055 $247,500.00
500063686 CONDIT,JOHN W 6638 HAMPTON VIEW PLACE MCLEAN VA 22101 $356,000.00
500063688 WASSERMAN,STEVEN E 13 E. 6TH ST. BOROUGH OF BARN NJ 08006 $226,000.00
500063689 AHEARN,ANTHONY JOHN 822 THE DALLES SUNNYVALE CA 94087 $375,720.95
500063690 SEEKINS,STEVEN V 1019 CORNELL DRIVE BURBANK CA 91504 $292,000.00
500063692 BERGHEL,VICTORIA S 23713 N. JUNIPER LANE BARRINGTON IL 60010 $374,400.00
500063694 HATCH,HELEN DAVIS 826 SPRINGDALE ROAD ATLANTA GA 30306 $337,500.00
500063695 CRANNY,TIMOTHY J 3739 BIGGIN CHURCH ROAD W JACKSONVILLE FL 32224 $251,450.00
500063784 WEINSTEIN,STEVEN 772 SOUTHAMPTON DRIVE PALO ALTO CA 94303 $370,000.00
500063797 ELSTEN,CHRISTOPHER 229 NAVIGATOR DRIVE SCOTTS VALLEY CA 95066 $247,983.32
600000752 BANACH, JERRY 14104 KENDRA WAY POWAY CA 92064 $175,335.63
600056401 CONFORTI 1430 WEST MELROSE AVENUE CHICAGO IL 60657 $264,893.73
600056418 CONFORTI 3057 NORTH RACINE AVENUE CHICAGO IL 60657 $303,320.27
600057303 JORGENSEN CYNTHIA L 42 STARR DRIVE NARRAGANSETT RI 02882 $217,842.20

<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
500063685 KUNKLE,STEPHEN M 8.250 .150 8.100 .0500 8.050 02/01/2027
500063686 CONDIT,JOHN W 7.625 .150 7.475 .0500 7.425 02/01/2027
500063688 WASSERMAN,STEVEN E 8.125 .150 7.975 .0500 7.925 02/01/2027
500063689 AHEARN,ANTHONY JOHN 7.500 .250 7.250 .0500 7.200 01/01/2027
500063690 SEEKINS,STEVEN V 7.750 .250 7.500 .0500 7.450 02/01/2027
500063692 BERGHEL,VICTORIA S 7.250 .150 7.100 .0500 7.050 02/01/2027
500063694 HATCH,HELEN DAVIS 7.875 .150 7.725 .0500 7.675 02/01/2027
500063695 CRANNY,TIMOTHY J 7.875 .150 7.725 .0500 7.675 02/01/2027
500063784 WEINSTEIN,STEVEN 7.750 .250 7.500 .0500 7.450 02/01/2027
500063797 ELSTEN,CHRISTOPHER 7.750 .250 7.500 .0500 7.450 12/01/2026
600000752 BANACH, JERRY 8.625 .375 8.250 .0500 8.200 04/01/2023
600056401 CONFORTI 8.750 .250 8.500 .0500 8.450 12/01/2026
600056418 CONFORTI 8.750 .250 8.500 .0500 8.450 12/01/2026
600057303 JORGENSEN CYNTHIA L 7.625 .250 7.375 .0450 7.330 01/01/2027

<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
------ -------------------- --------------- --------- -- -------- ----
<S> <C> <C> <C> <C> <C> <C>
500063685 KUNKLE,STEPHEN M 092413692 $1,859.38 02/01/1997 360
500063686 CONDIT,JOHN W 092414256 $2,519.75 02/01/1997 360
500063688 WASSERMAN,STEVEN E 092414534 $1,678.04 02/01/1997 360
500063689 AHEARN,ANTHONY JOHN 092415326 $2,629.05 02/01/1997 360
500063690 SEEKINS,STEVEN V 092415444 $2,091.92 02/01/1997 360
500063692 BERGHEL,VICTORIA S 092416838 $2,554.07 02/01/1997 360
500063694 HATCH,HELEN DAVIS 092417989 $2,447.11 02/01/1997 360
500063695 CRANNY,TIMOTHY J 092418603 $1,823.19 3 02/01/1997 360
500063784 WEINSTEIN,STEVEN 092417627 $2,650.73 02/01/1997 360
500063797 ELSTEN,CHRISTOPHER 092413985 $1,779.10 02/01/1997 360
600000752 BANACH, JERRY 090233093 $1,432.54 1 02/01/1997 360
600056401 CONFORTI 0904596 $2,086.33 02/01/1997 360
600056418 CONFORTI 0905628 $2,462.37 02/01/1997 360
600057303 JORGENSEN CYNTHIA L 1243743 $1,543.00 02/01/1997 360

<CAPTION>
PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # BORROWER CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
------ -------------------- ---- ----- ---- ------ ------ ------ ----- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
500063685 KUNKLE,STEPHEN M .00 .00 .00 .000 .150 .200 $330,000.00 N
500063686 CONDIT,JOHN W .00 .00 .00 .000 .150 .200 $445,000.00 N
500063688 WASSERMAN,STEVEN E .00 .00 .00 .000 .150 .200 $335,000.00 N
500063689 AHEARN,ANTHONY JOHN .00 .00 .00 .000 .250 .300 $470,000.00 N
500063690 SEEKINS,STEVEN V .00 .00 .00 .000 .250 .300 $365,000.00 N
500063692 BERGHEL,VICTORIA S .00 .00 .00 .000 .150 .200 $468,000.00 N
500063694 HATCH,HELEN DAVIS .00 .00 .00 .000 .150 .200 $620,000.00 N
500063695 CRANNY,TIMOTHY J .00 .00 .00 .000 .150 .200 $279,404.00 N
500063784 WEINSTEIN,STEVEN .00 .00 .00 .000 .250 .300 $730,000.00 N
500063797 ELSTEN,CHRISTOPHER .00 .00 .00 .000 .250 .300 $310,458.00 N
600000752 BANACH, JERRY .00 .00 .00 .000 .375 .425 $215,000.00 N
600056401 CONFORTI $408,000.00 N
600056418 CONFORTI $515,000.00 N
600057303 JORGENSEN CYNTHIA L .00 .00 .00 .000 .250 .295 $318,000.00 N

</TABLE>

<PAGE>

(vlegal.ace v1.4) Page 10
RUN DATE: 02/26/1997 PNC MORTGAGE SECURITIES CORP.
TIME: 15:09:56 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 02/26/1997

POOL NUMBER: 1388 POOL NAME: 1997-2

<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
600057304 GEIDMAN ROBERT S G 14 ISAAC SPRAGUE D HINGHAM MA 02043 $363,743.10
600057305 KLIBAN JUDITH KAM 70 PROSPECT PARK NEWTON MA 02160 $329,554.80
600057306 BROOKS EVELYN E B 19360 HILTON SPRINGDALE AR 72764 $284,566.90
600057307 HARRINGTON DEBORAH S 110 PARTRIDGE RUN R EAST GREENWICH RI 02818 $219,848.60
600057308 DEARDOFF SHERRY L D 5218 BENTLEY OAK DR MASON OH 45040 $228,361.60
600057309 HOWE M ROSESHEL 4380 232ND COURT SE ISSAQUAH WA 98029 $309,860.60
600057310 MEISWINKEL KURT MEISW 711 LINDEN AVENUE BURLINGAME CA 94010 $264,813.00
600057311 WANDERSCHEID CLYDENE L 14872 SW116TH PL TIGARD OR 97223 $251,643.10
600057312 ROGERS SARAH K RO 425 BUFFALO WAY ROCKWALL TX 75087 $359,258.80
600057313 CRISWELL CINDEE K C 1713 CEDAR CREEK TER OKLAHOMA CITY OK 73131 $234,747.00
600057314 COCCIMIGLIO GINA COCCI 3402E SEVEN SPGS DR SANDY UT 84092 $375,209.90
600057315 JIMINEZ GLORIA S J 4968 SAPPHIRE ROAD CHINO HILLS CA 91709 $235,727.50
600057316 MCKENNA CHRISTOPHE 4 NORTH ROAD OYSTER BAY COVE NY 11771 $249,828.00
600057317 MARCELLE HEIDI J MA 2709 E BELLEVIEW PL MILWAUKEE WI 53211 $239,843.00

<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
600057304 GEIDMAN ROBERT S G 7.750 .250 7.500 .0450 7.455 01/01/2027
600057305 KLIBAN JUDITH KAM 7.990 .250 7.740 .0450 7.695 12/01/2026
600057306 BROOKS EVELYN E B 8.750 .250 8.500 .0450 8.455 09/01/2026
600057307 HARRINGTON DEBORAH S 7.875 .250 7.625 .0450 7.580 01/01/2027
600057308 DEARDOFF SHERRY L D 8.500 .250 8.250 .0450 8.205 01/01/2027
600057309 HOWE M ROSESHEL 7.750 .250 7.500 .0450 7.455 12/01/2026
600057310 MEISWINKEL KURT MEISW 7.750 .250 7.500 .0450 7.455 01/01/2027
600057311 WANDERSCHEID CLYDENE L 7.750 .250 7.500 .0450 7.455 12/01/2026
600057312 ROGERS SARAH K RO 8.000 .250 7.750 .0450 7.705 01/01/2027
600057313 CRISWELL CINDEE K C 8.250 .250 8.000 .0450 7.955 11/01/2026
600057314 COCCIMIGLIO GINA COCCI 8.875 .250 8.625 .0450 8.580 08/01/2026
600057315 JIMINEZ GLORIA S J 8.750 .250 8.500 .0450 8.455 12/01/2026
600057316 MCKENNA CHRISTOPHE 7.875 .250 7.625 .0450 7.580 01/01/2027
600057317 MARCELLE HEIDI J MA 8.125 .250 7.875 .0450 7.830 01/01/2027

<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
------ -------------------- --------------- --------- -- -------- ----
<S> <C> <C> <C> <C> <C> <C>
600057304 GEIDMAN ROBERT S G 1245343 $2,607.74 02/01/1997 360
600057305 KLIBAN JUDITH KAM 5309442 $2,419.13 02/01/1997 360
600057306 BROOKS EVELYN E B 5482262 $2,245.24 2 02/01/1997 360
600057307 HARRINGTON DEBORAH S 5982972 $1,595.16 02/01/1997 360
600057308 DEARDOFF SHERRY L D 6394912 $1,756.97 2 02/01/1997 360
600057309 HOWE M ROSESHEL 6412072 $2,223.03 02/01/1997 360
600057310 MEISWINKEL KURT MEISW 6485302 $1,898.49 02/01/1997 360
600057311 WANDERSCHEID CLYDENE L 6588602 $1,805.36 02/01/1997 360
600057312 ROGERS SARAH K RO 6627512 $2,637.88 1 02/01/1997 360
600057313 CRISWELL CINDEE K C 6631822 $1,766.98 02/01/1997 360
600057314 COCCIMIGLIO GINA COCCI 6638222 $2,995.60 02/01/1997 360
600057315 JIMINEZ GLORIA S J 6642592 $1,856.61 02/01/1997 360
600057316 MCKENNA CHRISTOPHE 6646152 $1,812.68 02/01/1997 360
600057317 MARCELLE HEIDI J MA 6665342 $1,781.99 18 02/01/1997 360

<CAPTION>
PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # BORROWER CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
------ -------------------- ---- ----- ---- ------ ------ ------ ----- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
600057304 GEIDMAN ROBERT S G .00 .00 .00 .000 .250 .295 $455,000.00 N
600057305 KLIBAN JUDITH KAM .00 .00 .00 .000 .250 .295 $412,500.00 N
600057306 BROOKS EVELYN E B .00 .00 .00 .000 .250 .295 $325,000.00 N
600057307 HARRINGTON DEBORAH S .00 .00 .00 .000 .250 .295 $335,000.00 N
600057308 DEARDOFF SHERRY L D .00 .00 .00 .000 .250 .295 $240,580.00 N
600057309 HOWE M ROSESHEL .00 .00 .00 .000 .250 .295 $387,950.00 N
600057310 MEISWINKEL KURT MEISW .00 .00 .00 .000 .250 .295 $355,000.00 N
600057311 WANDERSCHEID CLYDENE L .00 .00 .00 .000 .250 .295 $315,000.00 N
600057312 ROGERS SARAH K RO .00 .00 .00 .000 .250 .295 $410,000.00 N
600057313 CRISWELL CINDEE K C .00 .00 .00 .000 .250 .295 $325,000.00 N
600057314 COCCIMIGLIO GINA COCCI .00 .00 .00 .000 .250 .295 $502,000.00 N
600057315 JIMINEZ GLORIA S J .00 .00 .00 .000 .250 .295 $295,000.00 N
600057316 MCKENNA CHRISTOPHE .00 .00 .00 .000 .250 .295 $395,000.00 N
600057317 MARCELLE HEIDI J MA .00 .00 .00 .000 .250 .295 $272,000.00 N

</TABLE>

<PAGE>

(vlegal.ace v1.4) Page 11
RUN DATE: 02/26/1997 PNC MORTGAGE SECURITIES CORP.
TIME: 15:09:56 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 02/26/1997

POOL NUMBER: 1388 POOL NAME: 1997-2

<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
600057318 FLEMING ANN M FLEM 413 W COUNTRY CLUB TERR EDMOND OK 73003 $280,801.70
600057319 JOHNSON DONNA A JO 5602 WAGON WHEEL AVE ABILENE TX 79606 $265,717.00
600057320 WORKMAN PATRICIA L 4975 ROSEWOOD LAKE DR CUMMING GA 30130 $259,790.80
600057321 BARKER MARGARET C 26 TULIP TREE LANE DARIEN CT 06820 $444,415.83
600057322 FRITZ RUTH FRITZ 23200 111TH PLACE TREVOR WI 53179 $235,837.60
600057323 WATERS MELEDI B W 6110 INDEPENDENCE DRIV HUDSON OH 44236 $279,112.60
600057324 ABDALLAH GRAZIELLA 7605 ROYAL TROON TERRA IJAMSVILLE MD 21754 $320,146.00
600057325 HERY PASCALE F 4 E MISSION AVENUE SAN RAFAEL CA 94901 $288,380.60
600057326 WOLBE RONA WOLBE 715 ELKMONT DR ATLANTA GA 30306 $227,277.70
600057327 KEPLINGER SHARON KEP 3273 GREER ROAD PALO ALTO CA 94303 $266,806.80
600057328 BATSON ELIZABETH 20282 CAROL LANE SARATOGA CA 95070 $324,528.10
600057329 GLASSCOCK JENNIFER L 3416 STANFORD AVENUE UNIVERSITY PARK TX 75225 $551,400.60
600057330 VOTH JANA E VOT 4606 W LAKE CIRCLE NORTH LITTLETON CO 80123 $279,707.40
600057331 BOWDEN SANDRA G B 815 BEACHWOOD LITTLE ROCK AR 72205 $313,473.00

<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
600057318 FLEMING ANN M FLEM 7.750 .250 7.500 .0450 7.455 01/01/2027
600057319 JOHNSON DONNA A JO 7.875 .250 7.625 .0450 7.580 01/01/2027
600057320 WORKMAN PATRICIA L 7.875 .250 7.625 .0450 7.580 12/01/2026
600057321 BARKER MARGARET C 8.125 .250 7.875 .0450 7.830 12/01/2026
600057322 FRITZ RUTH FRITZ 7.875 .250 7.625 .0450 7.580 01/01/2027
600057323 WATERS MELEDI B W 8.000 .250 7.750 .0450 7.705 01/01/2027
600057324 ABDALLAH GRAZIELLA 7.750 .250 7.500 .0450 7.455 12/01/2026
600057325 HERY PASCALE F 7.625 .250 7.375 .0450 7.330 12/01/2026
600057326 WOLBE RONA WOLBE 7.750 .250 7.500 .0450 7.455 12/01/2026
600057327 KEPLINGER SHARON KEP 7.625 .250 7.375 .0450 7.330 01/01/2027
600057328 BATSON ELIZABETH 7.625 .250 7.375 .0450 7.330 12/01/2026
600057329 GLASSCOCK JENNIFER L 7.625 .250 7.375 .0450 7.330 01/01/2027
600057330 VOTH JANA E VOT 7.875 .250 7.625 .0450 7.580 01/01/2027
600057331 BOWDEN SANDRA G B 7.625 .250 7.375 .0450 7.330 01/01/2027

<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
------ -------------------- --------------- --------- -- -------- ----
<S> <C> <C> <C> <C> <C> <C>
600057318 FLEMING ANN M FLEM 6679742 $2,013.12 02/01/1997 360
600057319 JOHNSON DONNA A JO 6684842 $1,927.96 02/01/1997 360
600057320 WORKMAN PATRICIA L 6684992 $1,886.27 02/01/1997 360
600057321 BARKER MARGARET C 6688942 $3,304.12 02/01/1997 360
600057322 FRITZ RUTH FRITZ 6691262 $1,711.16 02/01/1997 360
600057323 WATERS MELEDI B W 6691792 $2,049.40 14 02/01/1997 360
600057324 ABDALLAH GRAZIELLA 6692202 $2,296.82 02/01/1997 360
600057325 HERY PASCALE F 6702972 $2,044.11 02/01/1997 360
600057326 WOLBE RONA WOLBE 6703112 $1,630.56 02/01/1997 360
600057327 KEPLINGER SHARON KEP 6703972 $1,889.81 02/01/1997 360
600057328 BATSON ELIZABETH 6705132 $2,300.33 02/01/1997 360
600057329 GLASSCOCK JENNIFER L 6711882 $3,905.61 02/01/1997 360
600057330 VOTH JANA E VOT 6714062 $2,029.47 02/01/1997 360
600057331 BOWDEN SANDRA G B 6714452 $2,220.35 18 02/01/1997 360

<CAPTION>
PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # BORROWER CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
------ -------------------- ---- ----- ---- ------ ------ ------ ----- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
600057318 FLEMING ANN M FLEM .00 .00 .00 .000 .250 .295 $420,000.00 N
600057319 JOHNSON DONNA A JO .00 .00 .00 .000 .250 .295 $367,000.00 N
600057320 WORKMAN PATRICIA L .00 .00 .00 .000 .250 .295 $400,000.00 N
600057321 BARKER MARGARET C .00 .00 .00 .000 .250 .295 $745,000.00 N
600057322 FRITZ RUTH FRITZ .00 .00 .00 .000 .250 .295 $295,000.00 N
600057323 WATERS MELEDI B W .00 .00 .00 .000 .250 .295 $322,500.00 N
600057324 ABDALLAH GRAZIELLA .00 .00 .00 .000 .250 .295 $400,786.00 N
600057325 HERY PASCALE F .00 .00 .00 .000 .250 .295 $361,000.00 N
600057326 WOLBE RONA WOLBE .00 .00 .00 .000 .250 .295 $295,000.00 N
600057327 KEPLINGER SHARON KEP .00 .00 .00 .000 .250 .295 $390,000.00 N
600057328 BATSON ELIZABETH .00 .00 .00 .000 .250 .295 $622,000.00 N
600057329 GLASSCOCK JENNIFER L .00 .00 .00 .000 .250 .295 $689,750.00 N
600057330 VOTH JANA E VOT .00 .00 .00 .000 .250 .295 $349,900.00 N
600057331 BOWDEN SANDRA G B .00 .00 .00 .000 .250 .295 $350,000.00 N

</TABLE>

<PAGE>

(vlegal.ace v1.4) Page 12
RUN DATE: 02/26/1997 PNC MORTGAGE SECURITIES CORP.
TIME: 15:09:56 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 02/26/1997

POOL NUMBER: 1388 POOL NAME: 1997-2

<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
600057332 BROMLEY SUSAN B BR 35 PEAR COURT HILLSBORO CA 94010 $624,569.90
600057333 HURSH DALE S HUR 141 POORMAN ROAD BOULDER CO 80302 $263,808.90
600057334 CONROY DEBORAH L 6908 BRET HARTE DR SAN JOSE CA 95120 $344,768.50
600057335 HERBST URSULA M H 2615 SUNNY MEADOW MCKINNEY TX 75070 $299,788.26
600057336 SHEMBRI JANE E SHE 819 TUNBRIDGE ROAD DANVILLE CA 94526 $424,622.10
600057337 ROSENBERG ELLEN M RO 4512 93RD DRIVE LUBBOCK TX 79424 $399,717.70
600057338 COLVIN LAURETTA R 5721 WALNUT HILL LANE DALLAS TX 75230 $379,718.00
600057339 HARRY ANDREA J H 3795 CLOVER VALLEY R ROCKLIN CA 95677 $250,840.00
600057340 BRANDES LISA H BRA 29 CANYON ROAD FAIRFAX CA 94930 $283,098.50
600057341 PONNERS LAURA H PO 3503 OAKLEAF LANE RICHARDSON TX 75082 $243,423.70
600057342 SCHMIDT JULIE A SC 3759 NICHOLE AVENUE PLEASANTON CA 94588 $428,704.80
600057343 TU WEN CHIU T 40326 CANYON HEIGHTS FREEMONT CA 94539 $339,760.00
600057344 WHITE PAMELA R W 1948 S KINGSTON COURT AURORA CO 80014 $230,072.60
600057345 FIRTH DAVID G FI 619 24TH AVENUE EAST SEATTLE WA 98112 $304,773.60

<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
600057332 BROMLEY SUSAN B BR 7.875 .250 7.625 .0450 7.580 01/01/2027
600057333 HURSH DALE S HUR 7.625 .250 7.375 .0450 7.330 01/01/2027
600057334 CONROY DEBORAH L 8.000 .250 7.750 .0450 7.705 01/01/2027
600057335 HERBST URSULA M H 7.750 .250 7.500 .0450 7.455 01/01/2027
600057336 SHEMBRI JANE E SHE 8.125 .250 7.875 .0450 7.830 01/01/2027
600057337 ROSENBERG ELLEN M RO 7.750 .250 7.500 .0450 7.455 01/01/2027
600057338 COLVIN LAURETTA R 7.500 .250 7.250 .0450 7.205 01/01/2027
600057339 HARRY ANDREA J H 8.250 .250 8.000 .0450 7.955 01/01/2027
600057340 BRANDES LISA H BRA 7.750 .250 7.500 .0450 7.455 12/01/2026
600057341 PONNERS LAURA H PO 7.625 .250 7.375 .0450 7.330 01/01/2027
600057342 SCHMIDT JULIE A SC 7.875 .250 7.625 .0450 7.580 01/01/2027
600057343 TU WEN CHIU T 7.750 .250 7.500 .0450 7.455 01/01/2027
600057344 WHITE PAMELA R W 8.125 .250 7.875 .0450 7.830 12/01/2026
600057345 FIRTH DAVID G FI 7.500 .250 7.250 .0450 7.205 01/01/2027

<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
------ -------------------- --------------- --------- -- -------- ----
<S> <C> <C> <C> <C> <C> <C>
600057332 BROMLEY SUSAN B BR 6721482 $4,531.68 02/01/1997 360
600057333 HURSH DALE S HUR 6722272 $1,868.58 02/01/1997 360
600057334 CONROY DEBORAH L 6724422 $2,531.49 02/01/1997 360
600057335 HERBST URSULA M H 6724552 $2,149.24 02/01/1997 360
600057336 SHEMBRI JANE E SHE 6725282 $3,154.87 02/01/1997 360
600057337 ROSENBERG ELLEN M RO 6725812 $2,865.65 12 02/01/1997 360
600057338 COLVIN LAURETTA R 6726222 $2,657.02 02/01/1997 360
600057339 HARRY ANDREA J H 6729202 $1,885.68 02/01/1997 360
600057340 BRANDES LISA H BRA 6729622 $2,031.03 14 02/01/1997 360
600057341 PONNERS LAURA H PO 6730262 $1,724.19 02/01/1997 360
600057342 SCHMIDT JULIE A SC 6730372 $3,110.55 02/01/1997 360
600057343 TU WEN CHIU T 6730812 $2,435.80 02/01/1997 360
600057344 WHITE PAMELA R W 6731132 $1,710.53 12 02/01/1997 360
600057345 FIRTH DAVID G FI 6732902 $2,132.61 02/01/1997 360

<CAPTION>
PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # BORROWER CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
------ -------------------- ---- ----- ---- ------ ------ ------ ----- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
600057332 BROMLEY SUSAN B BR .00 .00 .00 .000 .250 .295 $990,000.00 N
600057333 HURSH DALE S HUR .00 .00 .00 .000 .250 .295 $350,000.00 N
600057334 CONROY DEBORAH L .00 .00 .00 .000 .250 .295 $435,000.00 N
600057335 HERBST URSULA M H .00 .00 .00 .000 .250 .295 $400,000.00 N
600057336 SHEMBRI JANE E SHE .00 .00 .00 .000 .250 .295 $557,500.00 N
600057337 ROSENBERG ELLEN M RO .00 .00 .00 .000 .250 .295 $445,800.00 N
600057338 COLVIN LAURETTA R .00 .00 .00 .000 .250 .295 $523,600.00 N
600057339 HARRY ANDREA J H .00 .00 .00 .000 .250 .295 $317,000.00 N
600057340 BRANDES LISA H BRA .00 .00 .00 .000 .250 .295 $315,000.00 N
600057341 PONNERS LAURA H PO .00 .00 .00 .000 .250 .295 $304,557.00 N
600057342 SCHMIDT JULIE A SC .00 .00 .00 .000 .250 .295 $630,000.00 N
600057343 TU WEN CHIU T .00 .00 .00 .000 .250 .295 $550,000.00 N
600057344 WHITE PAMELA R W .00 .00 .00 .000 .250 .295 $242,500.00 N
600057345 FIRTH DAVID G FI .00 .00 .00 .000 .250 .295 $425,000.00 N

</TABLE>

<PAGE>

(vlegal.ace v1.4) Page 13
RUN DATE: 02/26/1997 PNC MORTGAGE SECURITIES CORP.
TIME: 15:09:56 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 02/26/1997

POOL NUMBER: 1388 POOL NAME: 1997-2

<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
600057346 FRANK MARCIA ANN 615 MARLIN COURT REDWOOD CITY CA 94065 $324,776.30
600057347 MOBLEY CARRIE D M 145 HIGHLAND VW PT FAYETTEVILLE GA 30215 $227,097.50
600057348 LAFLIN PATRICIA J 1155 MALIBU DRIVE SAN JOSE CA 95129 $291,783.30
600057349 HEATON WENDY J HE 1295 RANDOL AVENUE SAN JOSE CA 95126 $275,805.20
600057350 SNIBBE SCOTT SONA 541 MISSISSIPPI ST SAN FRANCISCO CA 94107 $264,608.30
600057351 GUENTHER MAUREEN T 2250 HALLS HILL ROAD CRESTWOOD KY 40014 $299,803.80
600057352 RODRIGUEZ GERALDINE 8460 RANCHO REAL GILROY CA 95020 $353,774.30
600057353 RUSSELL KRISTEN L 16825 NE125TH ST KEARNEY MO 64060 $275,814.80
600057354 BOVILL JOANNIE BO 7286 DOWNS DRIVE SAN JOSE CA 95139 $281,706.00
600057355 VORONTSOVA JANNA VORO 449 PARAMUS ROAD PARAMUS NJ 07652 $294,807.00
600057356 FINE JOYCE L FI 59 ARDILLA ROAD ORINDA CA 94563 $309,781.20
600057357 JOHNSTON GLENDA L J 1422 WHISPER MOUNTAIN SAN ANTONIO TX 78248 $312,562.00
600057359 SRINARAYAN INDU SRINA 1690 PARKHILLS AVENU LOS ALTOS CA 94024 $408,732.50
600057360 THOMAS EMMA L THO 6002 MOUNTAIN BLVD OAKLAND CA 94605 $226,843.80

<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
600057346 FRANK MARCIA ANN 7.875 .250 7.625 .0450 7.580 01/01/2027
600057347 MOBLEY CARRIE D M 8.000 .250 7.750 .0450 7.705 01/01/2027
600057348 LAFLIN PATRICIA J 7.500 .250 7.250 .0450 7.205 01/01/2027
600057349 HEATON WENDY J HE 7.750 .250 7.500 .0450 7.455 01/01/2027
600057350 SNIBBE SCOTT SONA 7.625 .250 7.375 .0450 7.330 01/01/2027
600057351 GUENTHER MAUREEN T 8.125 .250 7.875 .0450 7.830 01/01/2027
600057352 RODRIGUEZ GERALDINE 8.250 .250 8.000 .0450 7.955 01/01/2027
600057353 RUSSELL KRISTEN L 8.000 .250 7.750 .0450 7.705 01/01/2027
600057354 BOVILL JOANNIE BO 7.875 .250 7.625 .0450 7.580 01/01/2027
600057355 VORONTSOVA JANNA VORO 8.125 .250 7.875 .0450 7.830 01/01/2027
600057356 FINE JOYCE L FI 7.750 .250 7.500 .0450 7.455 01/01/2027
600057357 JOHNSTON GLENDA L J 7.375 .250 7.125 .0450 7.080 01/01/2027
600057359 SRINARAYAN INDU SRINA 8.125 .250 7.875 .0450 7.830 01/01/2027
600057360 THOMAS EMMA L THO 7.875 .250 7.625 .0450 7.580 01/01/2027

<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
------ -------------------- --------------- --------- -- -------- ----
<S> <C> <C> <C> <C> <C> <C>
600057346 FRANK MARCIA ANN 6733092 $2,356.48 02/01/1997 360
600057347 MOBLEY CARRIE D M 6733232 $1,667.48 7 02/01/1997 360
600057348 LAFLIN PATRICIA J 6733242 $2,041.71 02/01/1997 360
600057349 HEATON WENDY J HE 6734612 $1,977.30 02/01/1997 360
600057350 SNIBBE SCOTT SONA 6735032 $1,874.24 02/01/1997 360
600057351 GUENTHER MAUREEN T 6735442 $2,227.49 02/01/1997 360
600057352 RODRIGUEZ GERALDINE 6739052 $2,659.48 12 02/01/1997 360
600057353 RUSSELL KRISTEN L 6739422 $2,025.19 02/01/1997 360
600057354 BOVILL JOANNIE BO 6739902 $2,043.97 02/01/1997 360
600057355 VORONTSOVA JANNA VORO 6740152 $2,190.37 02/01/1997 360
600057356 FINE JOYCE L FI 6740412 $2,220.88 02/01/1997 360
600057357 JOHNSTON GLENDA L J 6741592 $2,160.44 02/01/1997 360
600057359 SRINARAYAN INDU SRINA 6743112 $3,036.82 02/01/1997 360
600057360 THOMAS EMMA L THO 6744422 $1,645.91 02/01/1997 360

<CAPTION>
PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # BORROWER CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
------ -------------------- ---- ----- ---- ------ ------ ------ ----- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
600057346 FRANK MARCIA ANN .00 .00 .00 .000 .250 .295 $600,000.00 N
600057347 MOBLEY CARRIE D M .00 .00 .00 .000 .250 .295 $242,522.00 N
600057348 LAFLIN PATRICIA J .00 .00 .00 .000 .250 .295 $365,000.00 N
600057349 HEATON WENDY J HE .00 .00 .00 .000 .250 .295 $345,000.00 N
600057350 SNIBBE SCOTT SONA .00 .00 .00 .000 .250 .295 $331,000.00 N
600057351 GUENTHER MAUREEN T .00 .00 .00 .000 .250 .295 $375,000.00 N
600057352 RODRIGUEZ GERALDINE .00 .00 .00 .000 .250 .295 $393,500.00 N
600057353 RUSSELL KRISTEN L .00 .00 .00 .000 .250 .295 $345,000.00 N
600057354 BOVILL JOANNIE BO .00 .00 .00 .000 .250 .295 $352,396.00 N
600057355 VORONTSOVA JANNA VORO .00 .00 .00 .000 .250 .295 $435,000.00 N
600057356 FINE JOYCE L FI .00 .00 .00 .000 .250 .295 $395,000.00 N
600057357 JOHNSTON GLENDA L J .00 .00 .00 .000 .250 .295 $391,000.00 N
600057359 SRINARAYAN INDU SRINA .00 .00 .00 .000 .250 .295 $550,000.00 N
600057360 THOMAS EMMA L THO .00 .00 .00 .000 .250 .295 $380,000.00 N

</TABLE>

<PAGE>

(vlegal.ace v1.4) Page 14
RUN DATE: 02/26/1997 PNC MORTGAGE SECURITIES CORP.
TIME: 15:09:56 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 02/26/1997

POOL NUMBER: 1388 POOL NAME: 1997-2

<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
600057361 KHOURY ELIAS M KH 900 BERMUDA DRIVE SAN MATEO CA 94403 $251,817.60
600057362 HODGMAN LAURIE R H 2804 DEERING BAY ROAD NAPERVILLE IL 60564 $499,547.20
600057363 DIVIVIER SOPHIA LAZ 1244 WASHOE DRIVE SAN JOSE CA 95120 $258,576.40
600057364 MONTAGNINO SUSAN MONT 888S BLUE VISTA COUR ANAHEIM CA 92808 $299,788.30
600057365 WHYTE MARYANNE M 478 TREBBIANO PLACE PLEASANTON CA 94566 $447,706.90
600057366 ORSINI DONI S ORS 9 JACKSON COURT COTO DE CAZA CA 92679 $252,571.60
600057367 KNOCK SARAH L KN 12 HUNTERS WAY SALMOUTH ME 04105 $278,822.10
600057368 DEWEESE MARIAN S D 5212 WHISPER WILLOW DR FAIRFAX VA 22030 $280,302.00
600057369 BOOTH JACKSON R 1067 TRAPPERS TRAIL PEBBLE BEACH CA 93953 $353,750.20
600057370 LIN BETTY M LI 2602 DOLORES STREET SAN MATEO CA 94403 $373,729.30
600057371 FORBES ALEXANDRA 6170 BROOKDALE DRIVE CARMEL CA 93923 $404,235.40
600057372 REEVE GLADYS REE 704 BROOK MEADOWS COU SOUTHLAKE TX 76092 $267,837.60
600057373 TERRY AVA RENEE 1312 BURGANDY COURT SOUTHLAKE TX 76092 $269,809.40
600057374 ELLSWORTH LINDA B EL 1744 E EVERGREEN ST MESA AZ 85203 $254,820.00

<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
600057361 KHOURY ELIAS M KH 7.625 .250 7.375 .0450 7.330 01/01/2027
600057362 HODGMAN LAURIE R H 7.750 .250 7.500 .0450 7.455 01/01/2027
600057363 DIVIVIER SOPHIA LAZ 8.000 .250 7.750 .0450 7.705 01/01/2027
600057364 MONTAGNINO SUSAN MONT 7.750 .250 7.500 .0450 7.455 01/01/2027
600057365 WHYTE MARYANNE M 8.125 .250 7.875 .0450 7.830 01/01/2027
600057366 ORSINI DONI S ORS 7.750 .250 7.500 .0450 7.455 01/01/2027
600057367 KNOCK SARAH L KN 8.250 .250 8.000 .0450 7.955 01/01/2027
600057368 DEWEESE MARIAN S D 7.750 .250 7.500 .0450 7.455 01/01/2027
600057369 BOOTH JACKSON R 7.750 .250 7.500 .0450 7.455 01/01/2027
600057370 LIN BETTY M LI 7.625 .250 7.375 .0450 7.330 01/01/2027
600057371 FORBES ALEXANDRA 8.125 .250 7.875 .0450 7.830 01/01/2027
600057372 REEVE GLADYS REE 8.500 .250 8.250 .0450 8.205 01/01/2027
600057373 TERRY AVA RENEE 7.750 .250 7.500 .0450 7.455 01/01/2027
600057374 ELLSWORTH LINDA B EL 7.750 .250 7.500 .0450 7.455 01/01/2027

<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
------ -------------------- --------------- --------- -- -------- ----
<S> <C> <C> <C> <C> <C> <C>
600057361 KHOURY ELIAS M KH 6744602 $1,783.65 02/01/1997 360
600057362 HODGMAN LAURIE R H 6745492 $3,581.34 02/01/1997 360
600057363 DIVIVIER SOPHIA LAZ 6746562 $1,898.62 02/01/1997 360
600057364 MONTAGNINO SUSAN MONT 6747592 $2,149.24 02/01/1997 360
600057365 WHYTE MARYANNE M 6748162 $3,326.39 02/01/1997 360
600057366 ORSINI DONI S ORS 6749952 $1,810.73 02/01/1997 360
600057367 KNOCK SARAH L KN 6751562 $2,096.04 02/01/1997 360
600057368 DEWEESE MARIAN S D 6751872 $2,009.54 1 02/01/1997 360
600057369 BOOTH JACKSON R 6753852 $2,536.10 02/01/1997 360
600057370 LIN BETTY M LI 6754552 $2,647.15 02/01/1997 360
600057371 FORBES ALEXANDRA 6758212 $3,003.40 02/01/1997 360
600057372 REEVE GLADYS REE 6758362 $2,060.69 02/01/1997 360
600057373 TERRY AVA RENEE 6758772 $1,934.31 02/01/1997 360
600057374 ELLSWORTH LINDA B EL 6759872 $1,826.85 02/01/1997 360

<CAPTION>
PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # BORROWER CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
------ -------------------- ---- ----- ---- ------ ------ ------ ----- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
600057361 KHOURY ELIAS M KH .00 .00 .00 .000 .250 .295 $325,000.00 N
600057362 HODGMAN LAURIE R H .00 .00 .00 .000 .250 .295 $625,000.00 N
600057363 DIVIVIER SOPHIA LAZ .00 .00 .00 .000 .250 .295 $345,000.00 N
600057364 MONTAGNINO SUSAN MONT .00 .00 .00 .000 .250 .295 $440,000.00 N
600057365 WHYTE MARYANNE M .00 .00 .00 .000 .250 .295 $560,000.00 N
600057366 ORSINI DONI S ORS .00 .00 .00 .000 .250 .295 $315,990.00 N
600057367 KNOCK SARAH L KN .00 .00 .00 .000 .250 .295 $361,000.00 N
600057368 DEWEESE MARIAN S D .00 .00 .00 .000 .250 .295 $330,000.00 N
600057369 BOOTH JACKSON R .00 .00 .00 .000 .250 .295 $555,000.00 N
600057370 LIN BETTY M LI .00 .00 .00 .000 .250 .295 $467,500.00 N
600057371 FORBES ALEXANDRA .00 .00 .00 .000 .250 .295 $510,000.00 N
600057372 REEVE GLADYS REE .00 .00 .00 .000 .250 .295 $335,000.00 N
600057373 TERRY AVA RENEE .00 .00 .00 .000 .250 .295 $337,500.00 N
600057374 ELLSWORTH LINDA B EL .00 .00 .00 .000 .250 .295 $350,000.00 N

</TABLE>

<PAGE>

(vlegal.ace v1.4) Page 15
RUN DATE: 02/26/1997 PNC MORTGAGE SECURITIES CORP.
TIME: 15:09:56 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 02/26/1997

POOL NUMBER: 1388 POOL NAME: 1997-2

<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
600057375 GLICK PAUL E GLI 931 TULLIS RD LAWRENCEVILLE GA 30243 $469,676.60
600057376 BRACKETT MARIE F BR 2905 RIDGEPOINTE JONESBORO AR 72401 $251,830.90
600057377 SANDOVAL MARITZA E 2110 LYON AVENUE BELMONT CA 94002 $222,838.60
600057378 BEST TAMARA BES 3817 FRIENDLY HOPE ROA JONESBORO AR 72401 $253,829.60
600057379 LU LISA J LU 169 NAVIGATOR DRIVE SCOTTS VALLEY CA 95066 $258,800.00
600057380 COVETTO FULVIA G C 939 ETON WAY SUNNYVILLE CA 94087 $295,816.00
600057381 OCHIS HEIDI W OC 310 MCKINLEY PARK L LOUISVILLE CO 80027 $299,808.70
600057382 FARRO MAUREEN FA 4805 KNOX GATE COURT PLEASANTON CA 94566 $259,921.00
600057383 SUNDSBARM STACY SUND 3113 CASTLE CANYON WAY SAN JOSE CA 95135 $341,448.30
600057384 MARSHALL JULIE A MA 1986 TIANI COURT SAN JOSE CA 95133 $307,788.00
600057385 SHIEH CHU-SHENG 11866 WOODHILL COURT CUPERTINO CA 95014 $339,766.00
600057386 UPTON CHARLES M 179 KINGFISHER DR N CAPTIVA ISLAND FL 33924 $349,765.20
600057387 WEAVER CHRISTEN W 8315 GREEN ISLAND CIRC LITTLETON CO 80126 $290,050.30
600057388 MICHAELS NANCY MICH 369 LINDSAY POND RD CONCORD MA 01742 $524,429.60

<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
600057375 GLICK PAUL E GLI 7.875 .250 7.625 .0450 7.580 01/01/2027
600057376 BRACKETT MARIE F BR 8.000 .250 7.750 .0450 7.705 01/01/2027
600057377 SANDOVAL MARITZA E 7.625 .250 7.375 .0450 7.330 01/01/2027
600057378 BEST TAMARA BES 8.000 .250 7.750 .0450 7.705 01/01/2027
600057379 LU LISA J LU 8.250 .250 8.000 .0450 7.955 02/01/2027
600057380 COVETTO FULVIA G C 8.375 .250 8.125 .0450 8.080 01/01/2027
600057381 OCHIS HEIDI W OC 8.250 .250 8.000 .0450 7.955 01/01/2027
600057382 FARRO MAUREEN FA 7.875 .250 7.625 .0450 7.580 01/01/2027
600057383 SUNDSBARM STACY SUND 8.625 .250 8.375 .0450 8.330 01/01/2027
600057384 MARSHALL JULIE A MA 7.875 .250 7.625 .0450 7.580 01/01/2027
600057385 SHIEH CHU-SHENG 7.875 .250 7.625 .0450 7.580 01/01/2027
600057386 UPTON CHARLES M 8.000 .250 7.750 .0450 7.705 01/01/2027
600057387 WEAVER CHRISTEN W 7.875 .250 7.625 .0450 7.580 01/01/2027
600057388 MICHAELS NANCY MICH 7.750 .250 7.500 .0450 7.455 01/01/2027

<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
------ -------------------- --------------- --------- -- -------- ----
<S> <C> <C> <C> <C> <C> <C>
600057375 GLICK PAUL E GLI 6764112 $3,407.83 02/01/1997 360
600057376 BRACKETT MARIE F BR 6764862 $1,849.09 02/01/1997 360
600057377 SANDOVAL MARITZA E 6765262 $1,578.38 02/01/1997 360
600057378 BEST TAMARA BES 6765332 $1,863.77 02/01/1997 360
600057379 LU LISA J LU 6767932 $1,944.28 02/01/1997 360
600057380 COVETTO FULVIA G C 6768332 $2,249.82 02/01/1997 360
600057381 OCHIS HEIDI W OC 6769862 $2,253.80 02/01/1997 360
600057382 FARRO MAUREEN FA 6770472 $1,885.91 14 02/01/1997 360
600057383 SUNDSBARM STACY SUND 6771792 $2,657.32 02/01/1997 360
600057384 MARSHALL JULIE A MA 6771812 $2,233.22 12 02/01/1997 360
600057385 SHIEH CHU-SHENG 6775472 $2,465.24 02/01/1997 360
600057386 UPTON CHARLES M 6775942 $2,568.18 02/01/1997 360
600057387 WEAVER CHRISTEN W 6781212 $2,104.51 2 02/01/1997 360
600057388 MICHAELS NANCY MICH 6785762 $3,759.74 02/01/1997 360

<CAPTION>
PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # BORROWER CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
------ -------------------- ---- ----- ---- ------ ------ ------ ----- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
600057375 GLICK PAUL E GLI .00 .00 .00 .000 .250 .295 $587,500.00 N
600057376 BRACKETT MARIE F BR .00 .00 .00 .000 .250 .295 $315,000.00 N
600057377 SANDOVAL MARITZA E .00 .00 .00 .000 .250 .295 $315,000.00 N
600057378 BEST TAMARA BES .00 .00 .00 .000 .250 .295 $398,250.00 N
600057379 LU LISA J LU .00 .00 .00 .000 .250 .295 $326,000.00 N
600057380 COVETTO FULVIA G C .00 .00 .00 .000 .250 .295 $370,000.00 N
600057381 OCHIS HEIDI W OC .00 .00 .00 .000 .250 .295 $415,000.00 N
600057382 FARRO MAUREEN FA .00 .00 .00 .000 .250 .295 $289,000.00 N
600057383 SUNDSBARM STACY SUND .00 .00 .00 .000 .250 .295 $427,072.00 N
600057384 MARSHALL JULIE A MA .00 .00 .00 .000 .250 .295 $358,000.00 N
600057385 SHIEH CHU-SHENG .00 .00 .00 .000 .250 .295 $580,000.00 N
600057386 UPTON CHARLES M .00 .00 .00 .000 .250 .295 $575,000.00 N
600057387 WEAVER CHRISTEN W .00 .00 .00 .000 .250 .295 $322,500.00 N
600057388 MICHAELS NANCY MICH .00 .00 .00 .000 .250 .295 $656,400.00 N

</TABLE>

<PAGE>

(vlegal.ace v1.4) Page 16
RUN DATE: 02/26/1997 PNC MORTGAGE SECURITIES CORP.
TIME: 15:09:56 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 02/26/1997

POOL NUMBER: 1388 POOL NAME: 1997-2

<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
600057389 GHOSSEIN JANET K GH 152 WINDING BRK RD NEW ROCHELLE NY 10804 $259,825.50
600057390 MACRI STEPHEN MA 41 S ROSCOE BOULEVARD PONTE VEDRA BEA FL 32082 $293,821.90
600057391 PARKER SANDY E PA 330 LAKE COWETA TRA NEWNAN GA 30263 $268,819.50
600057392 VAKKALAGADDA SHOBA G VA 3290 MIRAGE WAY SAN JOSE CA 95135 $263,459.20
600057393 KILCHENSTEIN STEPHANIE 1006S CREEK VIEW CT HURCHTON MD 20733 $273,546.80
600057394 CONRAD TAMMY L CO 807 NORTH BAYSHORE SAFETY HARBOR FL 34695 $257,716.94
600057395 VEITENHAUS THOMAS A V 5001 GASPARILLA ROAD BOCA GRANDE FL 33921 $586,760.50
600057396 WEILAND ELSIE E WE 1207 BAY DRIVE BELLEAIR BEACH FL 34634 $306,066.60
600057397 SINGH USHA SINGH 1249 DARLINGTON OAK ST. PETERSBURG FL 33703 $399,748.20
600057398 MURPHY SUZANNE C 151 OAKWOOD LANE PALM BEACH GARD FL 33410 $253,323.40
600057399 COTRUFO JR RAYMOND CO 1058 WILMOT ROAD SCARSDALE NY 10583 $273,433.80
600057400 LIMA IRAIDA LIM 549 VILABELLA AVENU CORAL GABLES FL 33146 $279,603.50
600057401 RODRIGUEZ OLGA N ROD 361 NW122 AVENUE MIAMI FL 33182 $226,659.60
600057402 KITSIGIANIS SMARAGDA K 150S VALLEY VIEW PLA ANAHEIM CA 92807 $374,520.10

<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
600057389 GHOSSEIN JANET K GH 8.000 .250 7.750 .0450 7.705 01/01/2027
600057390 MACRI STEPHEN MA 8.500 .250 8.250 .0450 8.205 01/01/2027
600057391 PARKER SANDY E PA 8.000 .250 7.750 .0450 7.705 01/01/2027
600057392 VAKKALAGADDA SHOBA G VA 7.625 .250 7.375 .0450 7.330 01/01/2027
600057393 KILCHENSTEIN STEPHANIE 7.500 .250 7.250 .0450 7.205 01/01/2027
600057394 CONRAD TAMMY L CO 8.125 .250 7.875 .0450 7.830 02/01/2026
600057395 VEITENHAUS THOMAS A V 8.250 .250 8.000 .0450 7.955 11/01/2025
600057396 WEILAND ELSIE E WE 8.125 .250 7.875 .0450 7.830 02/01/2026
600057397 SINGH USHA SINGH 8.500 .250 8.250 .0450 8.205 08/01/2026
600057398 MURPHY SUZANNE C 8.375 .250 8.125 .0450 8.080 11/01/2026
600057399 COTRUFO JR RAYMOND CO 8.750 .250 8.500 .0450 8.455 12/01/2026
600057400 LIMA IRAIDA LIM 7.750 .250 7.500 .0450 7.455 12/01/2026
600057401 RODRIGUEZ OLGA N ROD 8.250 .250 8.000 .0450 7.955 12/01/2026
600057402 KITSIGIANIS SMARAGDA K 8.250 .250 8.000 .0450 7.955 12/01/2026

<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
------ -------------------- --------------- --------- -- -------- ----
<S> <C> <C> <C> <C> <C> <C>
600057389 GHOSSEIN JANET K GH 6911412 $1,907.79 02/01/1997 360
600057390 MACRI STEPHEN MA 6914862 $2,260.61 02/01/1997 360
600057391 PARKER SANDY E PA 6917302 $1,973.83 02/01/1997 360
600057392 VAKKALAGADDA SHOBA G VA 6917462 $1,866.10 02/01/1997 360
600057393 KILCHENSTEIN STEPHANIE 6926312 $1,914.10 02/01/1997 360
600057394 CONRAD TAMMY L CO 7020024 $1,929.26 02/01/1997 349
600057395 VEITENHAUS THOMAS A V 7024790 $4,452.84 02/01/1997 348
600057396 WEILAND ELSIE E WE 7032482 $2,291.21 02/01/1997 350
600057397 SINGH USHA SINGH 7045504 $3,085.13 02/01/1997 355
600057398 MURPHY SUZANNE C 7056479 $1,929.06 02/01/1997 360
600057399 COTRUFO JR RAYMOND CO 7057465 $2,153.60 02/01/1997 360
600057400 LIMA IRAIDA LIM 7058280 $2,005.95 02/01/1997 360
600057401 RODRIGUEZ OLGA N ROD 7059488 $1,705.00 1 02/01/1997 360
600057402 KITSIGIANIS SMARAGDA K 7060274 $2,817.25 02/01/1997 360

<CAPTION>
PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # BORROWER CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
------ -------------------- ---- ----- ---- ------ ------ ------ ----- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
600057389 GHOSSEIN JANET K GH .00 .00 .00 .000 .250 .295 $340,000.00 N
600057390 MACRI STEPHEN MA .00 .00 .00 .000 .250 .295 $395,000.00 N
600057391 PARKER SANDY E PA .00 .00 .00 .000 .250 .295 $350,000.00 N
600057392 VAKKALAGADDA SHOBA G VA .00 .00 .00 .000 .250 .295 $329,575.00 N
600057393 KILCHENSTEIN STEPHANIE .00 .00 .00 .000 .250 .295 $365,000.00 N
600057394 CONRAD TAMMY L CO .00 .00 .00 .000 .250 .295 $381,500.00 N
600057395 VEITENHAUS THOMAS A V .00 .00 .00 .000 .250 .295 $735,299.00 N
600057396 WEILAND ELSIE E WE .00 .00 .00 .000 .250 .295 $490,000.00 N
600057397 SINGH USHA SINGH .00 .00 .00 .000 .250 .295 $500,000.00 N
600057398 MURPHY SUZANNE C .00 .00 .00 .000 .250 .295 $317,300.00 N
600057399 COTRUFO JR RAYMOND CO .00 .00 .00 .000 .250 .295 $365,000.00 N
600057400 LIMA IRAIDA LIM .00 .00 .00 .000 .250 .295 $350,000.00 N
600057401 RODRIGUEZ OLGA N ROD .00 .00 .00 .000 .250 .295 $255,000.00 N
600057402 KITSIGIANIS SMARAGDA K .00 .00 .00 .000 .250 .295 $500,000.00 N

</TABLE>

<PAGE>

(vlegal.ace v1.4) Page 17
RUN DATE: 02/26/1997 PNC MORTGAGE SECURITIES CORP.
TIME: 15:09:56 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 02/26/1997

POOL NUMBER: 1388 POOL NAME: 1997-2

<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
600057403 PATRICK JANE T PAT 1844 COMMDORE PT DR ORANGE PARK FL 32073 $284,798.90
600057404 SMITH ANNE C SMI 3433 SW 53 COURT HOLLYWOOD FL 33312 $218,614.00
600057405 TOLSON CASSANDRA 1201 MERGANSER COURT UPPER MARLBORO MD 20772 $278,643.00
600057406 TANNER MARIA M TA 4167 KIRKALDY DRIVE PALM HARBOR FL 34685 $225,444.70
600057407 GORSUCH ELIZABETH 1895 OSPREY BLF BLVD ORANGE PARK FL 32073 $247,342.20
600057408 MOLINA ALEXANDER 3367 BENNETT DRIVE LOS ANGELES CA 90068 $225,318.60
600057409 SWIATKOWSKI JOSEPH R S 5019 CHERRY LAUREL W SARASOTA FL 34241 $231,848.20
600057410 GLASS GREGORY GL 63 BROOKDALE AVENU NEW ROCHELLE NY 10801 $246,861.50
600057411 ZALDIVAR MAYRA P ZA 13250 SW 72 AVENUE MIAMI FL 33156 $297,789.70
600057412 TRIGLIA CHRISTYN N 2204 EAST VISTA CANY ORANGE CA 92867 $308,224.80
600057413 VALENTINO SUSAN H VA 779 WEST MELROSE AV CHICAGO IL 60657 $223,803.50
600057414 TRUONG VIEN TINH 2769 S CARLTON PLACE ROWLAND HEIGHTS CA 91748 $319,690.70
600057415 BURNS KIMBERLEY 2903 CANTEGRA GLEN ESCONDIDO CA 92025 $275,655.70
600057416 ALFANNO OMAR ALFAN 15720 S W 93 STREET MIAMI FL 33196 $250,295.30

<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
600057403 PATRICK JANE T PAT 7.750 .250 7.500 .0450 7.455 01/01/2027
600057404 SMITH ANNE C SMI 8.375 .250 8.125 .0450 8.080 01/01/2027
600057405 TOLSON CASSANDRA 8.250 .250 8.000 .0450 7.955 12/01/2026
600057406 TANNER MARIA M TA 7.875 .250 7.625 .0450 7.580 01/01/2027
600057407 GORSUCH ELIZABETH 8.250 .250 8.000 .0450 7.955 01/01/2027
600057408 MOLINA ALEXANDER 8.375 .250 8.125 .0450 8.080 12/01/2026
600057409 SWIATKOWSKI JOSEPH R S 8.125 .250 7.875 .0450 7.830 01/01/2027
600057410 GLASS GREGORY GL 8.875 .250 8.625 .0450 8.580 01/01/2027
600057411 ZALDIVAR MAYRA P ZA 7.750 .250 7.500 .0450 7.455 01/01/2027
600057412 TRIGLIA CHRISTYN N 8.500 .250 8.250 .0450 8.205 12/01/2026
600057413 VALENTINO SUSAN H VA 8.125 .250 7.875 .0450 7.830 01/01/2027
600057414 TRUONG VIEN TINH 8.125 .250 7.875 .0450 7.830 01/01/2027
600057415 BURNS KIMBERLEY 8.375 .250 8.125 .0450 8.080 12/01/2026
600057416 ALFANNO OMAR ALFAN 8.500 .250 8.250 .0450 8.205 12/01/2026

<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
------ -------------------- --------------- --------- -- -------- ----
<S> <C> <C> <C> <C> <C> <C>
600057403 PATRICK JANE T PAT 7060423 $2,041.77 1 02/01/1997 360
600057404 SMITH ANNE C SMI 7061631 $1,662.66 12 02/01/1997 360
600057405 TOLSON CASSANDRA 7061950 $2,096.04 7 02/01/1997 360
600057406 TANNER MARIA M TA 7062053 $1,635.76 02/01/1997 360
600057407 GORSUCH ELIZABETH 7062328 $1,859.38 18 02/01/1997 360
600057408 MOLINA ALEXANDER 7062401 $1,714.73 02/01/1997 360
600057409 SWIATKOWSKI JOSEPH R S 7062775 $1,722.59 02/01/1997 360
600057410 GLASS GREGORY GL 7062867 $1,965.25 2 02/01/1997 360
600057411 ZALDIVAR MAYRA P ZA 7063951 $2,134.91 02/01/1997 360
600057412 TRIGLIA CHRISTYN N 7063967 $2,372.87 7 02/01/1997 360
600057413 VALENTINO SUSAN H VA 7064415 $1,662.83 02/01/1997 360
600057414 TRUONG VIEN TINH 7064490 $2,375.25 02/01/1997 360
600057415 BURNS KIMBERLEY 7064612 $2,097.80 02/01/1997 360
600057416 ALFANNO OMAR ALFAN 7064672 $1,926.90 7 02/01/1997 360

<CAPTION>
PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # BORROWER CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
------ -------------------- ---- ----- ---- ------ ------ ------ ----- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
600057403 PATRICK JANE T PAT .00 .00 .00 .000 .250 .295 $325,000.00 N
600057404 SMITH ANNE C SMI .00 .00 .00 .000 .250 .295 $230,314.00 N
600057405 TOLSON CASSANDRA .00 .00 .00 .000 .250 .295 $320,000.00 N
600057406 TANNER MARIA M TA .00 .00 .00 .000 .250 .295 $282,000.00 N
600057407 GORSUCH ELIZABETH .00 .00 .00 .000 .250 .295 $275,000.00 N
600057408 MOLINA ALEXANDER .00 .00 .00 .000 .250 .295 $282,000.00 N
600057409 SWIATKOWSKI JOSEPH R S .00 .00 .00 .000 .250 .295 $290,000.00 N
600057410 GLASS GREGORY GL .00 .00 .00 .000 .250 .295 $260,000.00 N
600057411 ZALDIVAR MAYRA P ZA .00 .00 .00 .000 .250 .295 $372,500.00 N
600057412 TRIGLIA CHRISTYN N .00 .00 .00 .000 .250 .295 $342,900.00 N
600057413 VALENTINO SUSAN H VA .00 .00 .00 .000 .250 .295 $301,000.00 N
600057414 TRUONG VIEN TINH .00 .00 .00 .000 .250 .295 $399,900.00 N
600057415 BURNS KIMBERLEY .00 .00 .00 .000 .250 .295 $345,000.00 N
600057416 ALFANNO OMAR ALFAN .00 .00 .00 .000 .250 .295 $278,533.00 N

</TABLE>

<PAGE>

(vlegal.ace v1.4) Page 18
RUN DATE: 02/26/1997 PNC MORTGAGE SECURITIES CORP.
TIME: 15:09:56 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 02/26/1997

POOL NUMBER: 1388 POOL NAME: 1997-2

<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
600057417 ANDERKO CYNTHIA A 5 LEEDS COURT LINCOLNSHIRE IL 60045 $322,087.30
600057418 BLACK PAMELA M B 2451 DELANOY AVENUE BRONX NY 10469 $223,121.60
600057419 VRETTOS JANET VRET 72 DOWNFIELD WAY COTO DE CAZA AR CA 92679 $307,577.20
600057420 NATHANSON PHILIP NAT 1007S CATALINA AVENUE REDONDO BEACH CA 90277 $239,668.60
600057421 CHANG YING-YIN C 515 VALLOMBROSA DRI PASADENA AREA CA 91107 $547,243.30
600057422 DIGIACOMO PAULA DIGI 12 SHELTON STREET HARRISON NY 10528 $299,831.80
600057423 TAMASHIRO LORRAINE L 27360 SHELBURNE DRIVE VALENCIA AREA CA 91354 $275,810.10
600057424 CAHOON JUDY K CAH 605 OLIVE DRIVE SAN MARCOS CA 92069 $247,833.60
600057425 PHILLIPS PATRICIA E 532 SAN BENITO AVEN LOS GATOS CA 95030 $319,762.50
600057426 VIERA KAREN VIER 12025 SW 77 TERRACE MIAMI FL 33183 $256,022.00
600057427 LOUIE ROGER A LO 616 9TH AVENUE SAN FRANCISCO CA 94118 $239,035.40
600057428 BORGES JUAN ROBER 760 ANASTASIA AVENU CORAL GABLES FL 33134 $649,541.20
600057429 BOND MERLE DUNS 735S 1ST STREET #20 KIRKLAND WA 98033 $311,600.70
600057430 FABRIZI RICHARD J 5791S LEELAND STREET ST PETERSBURG FL 33715 $234,186.90

<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
600057417 ANDERKO CYNTHIA A 8.250 .250 8.000 .0450 7.955 12/01/2026
600057418 BLACK PAMELA M B 8.750 .250 8.500 .0450 8.455 01/01/2027
600057419 VRETTOS JANET VRET 7.625 .250 7.375 .0450 7.330 01/01/2027
600057420 NATHANSON PHILIP NAT 7.875 .250 7.625 .0450 7.580 12/01/2026
600057421 CHANG YING-YIN C 7.875 .250 7.625 .0450 7.580 12/01/2026
600057422 DIGIACOMO PAULA DIGI 8.875 .250 8.625 .0450 8.580 01/01/2027
600057423 TAMASHIRO LORRAINE L 7.875 .250 7.625 .0450 7.580 01/01/2027
600057424 CAHOON JUDY K CAH 8.000 .250 7.750 .0450 7.705 01/01/2027
600057425 PHILLIPS PATRICIA E 7.500 .250 7.250 .0450 7.205 01/01/2027
600057426 VIERA KAREN VIER 8.250 .250 8.000 .0450 7.955 12/01/2026
600057427 LOUIE ROGER A LO 7.875 .250 7.625 .0450 7.580 01/01/2027
600057428 BORGES JUAN ROBER 7.750 .250 7.500 .0450 7.455 01/01/2027
600057429 BOND MERLE DUNS 8.250 .250 8.000 .0450 7.955 12/01/2026
600057430 FABRIZI RICHARD J 7.875 .250 7.625 .0450 7.580 12/01/2016

<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
------ -------------------- --------------- --------- -- -------- ----
<S> <C> <C> <C> <C> <C> <C>
600057417 ANDERKO CYNTHIA A 7064717 $2,422.84 02/01/1997 360
600057418 BLACK PAMELA M B 7065002 $1,756.31 2 02/01/1997 360
600057419 VRETTOS JANET VRET 7065045 $2,178.59 02/01/1997 360
600057420 NATHANSON PHILIP NAT 7065278 $1,740.17 02/01/1997 360
600057421 CHANG YING-YIN C 7065864 $3,973.39 02/01/1997 360
600057422 DIGIACOMO PAULA DIGI 7065933 $2,386.94 02/01/1997 360
600057423 TAMASHIRO LORRAINE L 7065953 $2,001.20 02/01/1997 360
600057424 CAHOON JUDY K CAH 7066041 $1,819.74 02/01/1997 360
600057425 PHILLIPS PATRICIA E 7066194 $2,237.49 02/01/1997 360
600057426 VIERA KAREN VIER 7066586 $1,925.87 02/01/1997 360
600057427 LOUIE ROGER A LO 7066596 $1,734.37 02/01/1997 360
600057428 BORGES JUAN ROBER 7066853 $4,656.68 02/01/1997 360
600057429 BOND MERLE DUNS 7067079 $2,343.96 02/01/1997 360
600057430 FABRIZI RICHARD J 7067094 $1,947.39 02/01/1997 240

<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>
600057417 ANDERKO CYNTHIA A .00 .00 .00 .000 .250 .295 $548,000.00 N
600057418 BLACK PAMELA M B .00 .00 .00 .000 .250 .295 $235,000.00 N
600057419 VRETTOS JANET VRET .00 .00 .00 .000 .250 .295 $384,759.00 N
600057420 NATHANSON PHILIP NAT .00 .00 .00 .000 .250 .295 $308,000.00 N
600057421 CHANG YING-YIN C .00 .00 .00 .000 .250 .295 $685,000.00 N
600057422 DIGIACOMO PAULA DIGI .00 .00 .00 .000 .250 .295 $425,000.00 N
600057423 TAMASHIRO LORRAINE L .00 .00 .00 .000 .250 .295 $345,000.00 N
600057424 CAHOON JUDY K CAH .00 .00 .00 .000 .250 .295 $310,000.00 N
600057425 PHILLIPS PATRICIA E .00 .00 .00 .000 .250 .295 $400,000.00 N
600057426 VIERA KAREN VIER .00 .00 .00 .000 .250 .295 $343,000.00 N
600057427 LOUIE ROGER A LO .00 .00 .00 .000 .250 .295 $299,000.00 N
600057428 BORGES JUAN ROBER .00 .00 .00 .000 .250 .295 $875,000.00 N
600057429 BOND MERLE DUNS .00 .00 .00 .000 .250 .295 $470,000.00 N
600057430 FABRIZI RICHARD J .00 .00 .00 .000 .250 .295 $364,000.00 N

</TABLE>

<PAGE>

(vlegal.ace v1.4) Page 19
RUN DATE: 02/26/1997 PNC MORTGAGE SECURITIES CORP.
TIME: 15:09:56 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 02/26/1997

POOL NUMBER: 1388 POOL NAME: 1997-2

<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
600057431 MAYS MARY L MAY 51 JOHN OWINGS ROA WESTMINSTER MD 21157 $323,840.70
600057433 PARK DAVID M PA 15 LAWN RIDGE DOVE CANYON ARE CA 92679 $328,185.20
600057434 CHABAN SOFIA CHAB 1359 29TH AVENUE SAN FRANCISCO CA 94122 $259,834.20
600057435 MOYER BARBARA A 5076W CHRISTENSEN DRI LITTLETON CO 80123 $494,659.30
600057436 MARTIN DENNIS E M 4960 MATTOS DRIVE FREMONT CA 94536 $283,799.60
600057437 SMITH ANDREA K S 2580 CHRISTAIN DRIVE CHASKA MN 55318 $271,703.20
600057438 LIN YU-CHWIN L 1835 SHARON PLACE SAN MARINO CA 91108 $369,489.10
600057439 WENDT SUSAN A WE 17301 SOLIE ROAD ODESSA FL 33556 $299,798.70
600057440 CONRAD ALANNA CON 201 BRADBURY LANE REDWOOD CITY CA 94061 $387,733.00
600057441 EL-ZIQ BASIMA A E 12871 PIERCE ROAD SARATOGA CA 95070 $499,664.50
600057442 HAPNER MARK W HAP 595 BROOKS AVE SAN JOSE CA 95125 $243,844.40
600057443 SAVAGE CYDNEY ELL 1648 CAPITANCELLOS P SAN JOSE CA 95120 $411,709.20
600057444 RICCIARDULLI LOIS M RIC 1295 BUENOS AVENUE SAN DIEGO CA 92110 $290,519.30
600057445 HOLMES MARY K HOL 12102 PLUMAS DRIVE SARATOGA CA 95070 $359,739.40

<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
600057431 MAYS MARY L MAY 7.750 .250 7.500 .0450 7.455 12/01/2026
600057433 PARK DAVID M PA 8.125 .250 7.875 .0450 7.830 01/01/2027
600057434 CHABAN SOFIA CHAB 8.250 .250 8.000 .0450 7.955 01/01/2027
600057435 MOYER BARBARA A 7.875 .250 7.625 .0450 7.580 01/01/2027
600057436 MARTIN DENNIS E M 7.750 .250 7.500 .0450 7.455 01/01/2027
600057437 SMITH ANDREA K S 7.625 .250 7.375 .0450 7.330 01/01/2027
600057438 LIN YU-CHWIN L 7.875 .250 7.625 .0450 7.580 12/01/2026
600057439 WENDT SUSAN A WE 8.000 .250 7.750 .0450 7.705 01/01/2027
600057440 CONRAD ALANNA CON 7.875 .250 7.625 .0450 7.580 01/01/2027
600057441 EL-ZIQ BASIMA A E 8.000 .250 7.750 .0450 7.705 01/01/2027
600057442 HAPNER MARK W HAP 8.250 .250 8.000 .0450 7.955 01/01/2027
600057443 SAVAGE CYDNEY ELL 7.750 .250 7.500 .0450 7.455 01/01/2027
600057444 RICCIARDULLI LOIS M RIC 8.375 .250 8.125 .0450 8.080 01/01/2027
600057445 HOLMES MARY K HOL 7.625 .250 7.375 .0450 7.330 01/01/2027

<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
------ -------------------- --------------- --------- -- -------- ----
<S> <C> <C> <C> <C> <C> <C>
600057431 MAYS MARY L MAY 7067096 $2,323.33 02/01/1997 360
600057433 PARK DAVID M PA 7067744 $2,438.37 14 02/01/1997 360
600057434 CHABAN SOFIA CHAB 7067864 $1,953.30 02/01/1997 360
600057435 MOYER BARBARA A 7067948 $3,589.10 02/01/1997 360
600057436 MARTIN DENNIS E M 7068136 $2,034.62 02/01/1997 360
600057437 SMITH ANDREA K S 7068234 $1,924.50 02/01/1997 360
600057438 LIN YU-CHWIN L 7068279 $2,682.76 02/01/1997 360
600057439 WENDT SUSAN A WE 7068312 $2,201.29 02/01/1997 360
600057440 CONRAD ALANNA CON 7068460 $2,813.27 02/01/1997 360
600057441 EL-ZIQ BASIMA A E 7068613 $3,668.83 02/01/1997 360
600057442 HAPNER MARK W HAP 7068637 $1,833.10 02/01/1997 360
600057443 SAVAGE CYDNEY ELL 7068656 $2,951.62 02/01/1997 360
600057444 RICCIARDULLI LOIS M RIC 7068665 $2,209.53 02/01/1997 360
600057445 HOLMES MARY K HOL 7068901 $2,548.06 02/01/1997 360

<CAPTION>
PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # BORROWER CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
------ -------------------- ---- ----- ---- ------ ------ ------ ----- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
600057431 MAYS MARY L MAY .00 .00 .00 .000 .250 .295 $550,000.00 N
600057433 PARK DAVID M PA .00 .00 .00 .000 .250 .295 $364,900.00 N
600057434 CHABAN SOFIA CHAB .00 .00 .00 .000 .250 .295 $325,000.00 N
600057435 MOYER BARBARA A .00 .00 .00 .000 .250 .295 $655,000.00 N
600057436 MARTIN DENNIS E M .00 .00 .00 .000 .250 .295 $355,000.00 N
600057437 SMITH ANDREA K S .00 .00 .00 .000 .250 .295 $340,000.00 N
600057438 LIN YU-CHWIN L .00 .00 .00 .000 .250 .295 $475,000.00 N
600057439 WENDT SUSAN A WE .00 .00 .00 .000 .250 .295 $400,000.00 N
600057440 CONRAD ALANNA CON .00 .00 .00 .000 .250 .295 $485,000.00 N
600057441 EL-ZIQ BASIMA A E .00 .00 .00 .000 .250 .295 $755,000.00 N
600057442 HAPNER MARK W HAP .00 .00 .00 .000 .250 .295 $330,000.00 N
600057443 SAVAGE CYDNEY ELL .00 .00 .00 .000 .250 .295 $515,000.00 N
600057444 RICCIARDULLI LOIS M RIC .00 .00 .00 .000 .250 .295 $370,000.00 N
600057445 HOLMES MARY K HOL .00 .00 .00 .000 .250 .295 $495,000.00 N

</TABLE>

<PAGE>

(vlegal.ace v1.4) Page 20
RUN DATE: 02/26/1997 PNC MORTGAGE SECURITIES CORP.
TIME: 15:09:56 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 02/26/1997

POOL NUMBER: 1388 POOL NAME: 1997-2

<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
600057446 KELLY DEIRDRE A 23462 SKYVIEW TERRACE LOS GATOS CA 95030 $323,771.30
600057447 AUSTRIA MARY ANN A 2708 ROYALVALE WAY SAN JOSE CA 95132 $218,357.10
600057448 ZIMMERMAN GRACE A ZI 544 BONAIR STREET SAN DIEGO CA 92037 $269,636.50
600057450 JOINER ROBERTA JO 141 ALITOS DRIVE WATSONVILLE CA 95076 $359,764.50
600057451 BEESON CATHY ANN 6309 CASTEJON DRIVE LA JOLLA CA 92037 $464,688.00
600057452 AERTKER JOHANE L A 2625 WHITE ROCK LANE COLORADO SPRING CO 80904 $369,732.20
600057453 MCANERNEY DANIELLE A 120 VISTA MAR COURT APTOS CA 95003 $239,843.00
600057454 IRAZABAL MARIA R IR 6459 WOODRIDGE ROAD ALEXANDRIA VA 22312 $235,660.80
600057455 HENSON KATHERINE 4240 IRON DUKE COURT DULUTH GA 30136 $426,049.10
600057456 PFEIL ROBERT D P 14847 WATTERS DRIVE SAN JOSE CA 95127 $223,046.40
600057457 BERENSON VIRGINIA B 435S LAUREL TREE DR ANAHEIM CA 92808 $246,857.90
600057458 DOERR LAURIE A D 1711 KINGS ROAD VISTA CA 92084 $254,820.00
600057459 PEIRCE JEFFREY B 1734 MERMAID DRIVE SAN PEDRO AREA CA 90732 $283,194.90
600057460 RIDER KAREN S RI 2770 BLACK CANYON RO COLORADO SPRING CO 80904 $302,780.70

<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
600057446 KELLY DEIRDRE A 7.750 .250 7.500 .0450 7.455 01/01/2027
600057447 AUSTRIA MARY ANN A 8.125 .250 7.875 .0450 7.830 01/01/2027
600057448 ZIMMERMAN GRACE A ZI 8.000 .250 7.750 .0450 7.705 12/01/2026
600057450 JOINER ROBERTA JO 8.125 .250 7.875 .0450 7.830 01/01/2027
600057451 BEESON CATHY ANN 8.000 .250 7.750 .0450 7.705 01/01/2027
600057452 AERTKER JOHANE L A 7.625 .250 7.375 .0450 7.330 01/01/2027
600057453 MCANERNEY DANIELLE A 8.125 .250 7.875 .0450 7.830 01/01/2027
600057454 IRAZABAL MARIA R IR 8.625 .250 8.375 .0450 8.330 01/01/2027
600057455 HENSON KATHERINE 7.750 .250 7.500 .0450 7.455 01/01/2027
600057456 PFEIL ROBERT D P 7.875 .250 7.625 .0450 7.580 01/01/2027
600057457 BERENSON VIRGINIA B 8.750 .250 8.500 .0450 8.455 01/01/2027
600057458 DOERR LAURIE A D 7.750 .250 7.500 .0450 7.455 01/01/2027
600057459 PEIRCE JEFFREY B 7.625 .250 7.375 .0450 7.330 01/01/2027
600057460 RIDER KAREN S RI 7.625 .250 7.375 .0450 7.330 01/01/2027

<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
------ -------------------- --------------- --------- -- -------- ----
<S> <C> <C> <C> <C> <C> <C>
600057446 KELLY DEIRDRE A 7069023 $2,321.18 02/01/1997 360
600057447 AUSTRIA MARY ANN A 7069143 $1,622.36 18 02/01/1997 360
600057448 ZIMMERMAN GRACE A ZI 7069205 $1,981.17 02/01/1997 360
600057450 JOINER ROBERTA JO 7069371 $2,672.99 02/01/1997 360
600057451 BEESON CATHY ANN 7069445 $3,412.01 02/01/1997 360
600057452 AERTKER JOHANE L A 7069526 $2,618.84 02/01/1997 360
600057453 MCANERNEY DANIELLE A 7069571 $1,782.00 02/01/1997 360
600057454 IRAZABAL MARIA R IR 7069647 $1,834.03 7 02/01/1997 360
600057455 HENSON KATHERINE 7069774 $3,054.43 02/01/1997 360
600057456 PFEIL ROBERT D P 7069916 $1,618.36 02/01/1997 360
600057457 BERENSON VIRGINIA B 7069972 $1,943.16 02/01/1997 360
600057458 DOERR LAURIE A D 7070274 $1,826.86 02/01/1997 360
600057459 PEIRCE JEFFREY B 7070352 $2,005.89 7 02/01/1997 360
600057460 RIDER KAREN S RI 7070497 $2,144.62 02/01/1997 360

<CAPTION>
PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # BORROWER CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
------ -------------------- ---- ----- ---- ------ ------ ------ ----- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
600057446 KELLY DEIRDRE A .00 .00 .00 .000 .250 .295 $405,000.00 N
600057447 AUSTRIA MARY ANN A .00 .00 .00 .000 .250 .295 $230,000.00 N
600057448 ZIMMERMAN GRACE A ZI .00 .00 .00 .000 .250 .295 $350,000.00 N
600057450 JOINER ROBERTA JO .00 .00 .00 .000 .250 .295 $491,000.00 N
600057451 BEESON CATHY ANN .00 .00 .00 .000 .250 .295 $583,000.00 N
600057452 AERTKER JOHANE L A .00 .00 .00 .000 .250 .295 $505,000.00 N
600057453 MCANERNEY DANIELLE A .00 .00 .00 .000 .250 .295 $300,000.00 N
600057454 IRAZABAL MARIA R IR .00 .00 .00 .000 .250 .295 $262,000.00 N
600057455 HENSON KATHERINE .00 .00 .00 .000 .250 .295 $532,967.00 N
600057456 PFEIL ROBERT D P .00 .00 .00 .000 .250 .295 $279,000.00 N
600057457 BERENSON VIRGINIA B .00 .00 .00 .000 .250 .295 $330,000.00 N
600057458 DOERR LAURIE A D .00 .00 .00 .000 .250 .295 $365,000.00 N
600057459 PEIRCE JEFFREY B .00 .00 .00 .000 .250 .295 $315,000.00 N
600057460 RIDER KAREN S RI .00 .00 .00 .000 .250 .295 $500,000.00 N

</TABLE>

<PAGE>

(vlegal.ace v1.4) Page 21
RUN DATE: 02/19/1997 PNC MORTGAGE SECURITIES CORP.
TIME: 12:35:08 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 02/19/1997

POOL NUMBER: 1388 POOL NAME: 1997-2

<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- ----------
<S> <C> <C> <C> <C> <C> <C>
600057461 FOWLER LAUREN BUR 1967 E LANCASTER ROAD FREELAND WA 98249 $285,098.60
600057462 KIM CHUNG SOOK 2949 SE81ST PLACE #C3 MERCER ISLAND WA 98040 $343,763.30
600057463 BRABAND KATHLEEN M 5 WHITE CLIFF LAGUNA NIGUEL CA 92677 $333,992.30
600057464 KRISHNAN HEMACHANDR 2398 HERRONWOOD DR. BLOOMFIELD TWP MI 48302 $524,705.70
600057465 MADHAVAN JAYA MADHA 2393 HERONWOOD DRIVE BLOOMFIELD TWP MI 48302 $579,025.20
600057522 KJELLSEN 7085 PLACIT POINTE COURT CALEDONIA MI 49316 $266,330.06
600057526 CHILDS 2108 KNOLLWOOD AVENUE LEAGUE CITY TX 77573 $61,453.20
600057527 RICHARDS 6020 CLAREMONT CR LANSING MI 48917 $314,809.17
600057529 VREDEVEL 2233 KNOLLPOINT NE ADA MI 49301 $331,803.99
600057530 EMDE 10 VAUGHN CROSSING BLOOMFIELD HILL MI 48304 $549,649.28
600057531 KNOL 1778 SNOWBERRY RIDGE RD ANN ARBOR MI 48103 $230,632.95
600057535 RUBIO 127 EAST RIVO ALTO DRIV MIAMI BEACH FL 33139 $474,689.28
600057536 LANE 1735 MAPLE LEAF DRIVE WINDERMERE FL 34786 $243,032.63
600057538 PISANI 1301 KING JAMES AVENUE ST CHARLES IL 60174 $264,677.79

<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
600057461 FOWLER LAUREN BUR 7.750 .250 7.500 .0450 7.455 01/01/2027
600057462 KIM CHUNG SOOK 7.875 .250 7.625 .0450 7.580 01/01/2027
600057463 BRABAND KATHLEEN M 8.375 .250 8.125 .0450 8.080 01/01/2027
600057464 KRISHNAN HEMACHANDR 8.875 .250 8.625 .0450 8.580 01/01/2027
600057465 MADHAVAN JAYA MADHA 8.875 .250 8.625 .0450 8.580 01/01/2027
600057522 KJELLSEN 8.250 .250 8.000 .0450 7.955 01/01/2027
600057526 CHILDS 7.375 .250 7.125 .0450 7.080 01/01/2027
600057527 RICHARDS 8.500 .250 8.250 .0450 8.205 01/01/2027
600057529 VREDEVEL 8.625 .250 8.375 .0450 8.330 01/01/2027
600057530 EMDE 8.250 .250 8.000 .0450 7.955 01/01/2027
600057531 KNOL 7.625 .250 7.375 .0450 7.330 01/01/2027
600057535 RUBIO 8.125 .250 7.875 .0450 7.830 01/01/2027
600057536 LANE 7.875 .250 7.625 .0450 7.580 01/01/2027
600057538 PISANI 8.500 .250 8.250 .0450 8.205 12/01/2026

<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
------ -------------------- --------------- --------- -- -------- ----
<S> <C> <C> <C> <C> <C> <C>
600057461 FOWLER LAUREN BUR 7070732 $2,043.93 1 02/01/1997 360
600057462 KIM CHUNG SOOK 7071082 $2,494.24 02/01/1997 360
600057463 BRABAND KATHLEEN M 7071253 $2,540.17 02/01/1997 360
600057464 KRISHNAN HEMACHANDR 7071587 $4,177.14 02/01/1997 360
600057465 MADHAVAN JAYA MADHA 7071589 $4,609.57 02/01/1997 360
600057522 KJELLSEN 0902645 $2,002.13 02/01/1997 360
600057526 CHILDS 0903878 $424.77 02/01/1997 360
600057527 RICHARDS 0904024 $2,422.08 12 02/01/1997 360
600057529 VREDEVEL 0904439 $2,582.26 02/01/1997 360
600057530 EMDE 0904492 $4,131.97 02/01/1997 360
600057531 KNOL 0904581 $1,633.59 02/01/1997 360
600057535 RUBIO 0905272 $3,526.87 02/01/1997 360
600057536 LANE 0905296 $1,763.37 1 02/01/1997 360
600057538 PISANI 0905433 $2,037.62 02/01/1997 360

<CAPTION>
PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # BORROWER CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
------ -------------------- ---- ----- ---- ------ ------ ------ ----- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
600057461 FOWLER LAUREN BUR .00 .00 .00 .000 .250 .295 $317,000.00 N
600057462 KIM CHUNG SOOK .00 .00 .00 .000 .250 .295 $440,000.00 N
600057463 BRABAND KATHLEEN M .00 .00 .00 .000 .250 .295 $420,000.00 N
600057464 KRISHNAN HEMACHANDR .00 .00 .00 .000 .250 .295 $770,000.00 N
600057465 MADHAVAN JAYA MADHA .00 .00 .00 .000 .250 .295 $780,000.00 N
600057522 KJELLSEN .00 .00 .00 .000 .250 .295 $375,000.00 N
600057526 CHILDS .00 .00 .00 .000 .250 .295 $76,900.00 N
600057527 RICHARDS .00 .00 .00 .000 .250 .295 $400,000.00 N
600057529 VREDEVEL .00 .00 .00 .000 .250 .295 $415,000.00 N
600057530 EMDE .00 .00 .00 .000 .250 .295 $750,000.00 N
600057531 KNOL .00 .00 .00 .000 .250 .295 $288,500.00 N
600057535 RUBIO .00 .00 .00 .000 .250 .295 $625,000.00 N
600057536 LANE .00 .00 .00 .000 .250 .295 $256,000.00 N
600057538 PISANI .00 .00 .00 .000 .250 .295 $337,000.00 N

</TABLE>

<PAGE>

(vlegal.ace v1.4) Page 22
RUN DATE: 02/19/1997 PNC MORTGAGE SECURITIES CORP.
TIME: 12:35:08 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 02/19/1997

POOL NUMBER: 1388 POOL NAME: 1997-2

<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
600057543 FEENSTRA 547 NORTHRIDGE HOLLAND MI 49423 $274,815.48
600057544 KREI 935 CAMBRIDGE DRIVE SE EAST GRAND RAPI MI 49506 $349,504.36
600057546 DWYER 4154 WILDWOOD LANE LONG GROVE IL 60047 $281,620.30
600057547 MCCUNE 843 PRAIRIE LAWN ROAD GLENVIEW IL 60025 $332,776.56
600057548 JOHNSON 3070 LAKE ELMO AVENUE NO LAKE ELMO MN 55042 $299,798.71
600057549 AARANSON 1334 BENTLEY PLACE DRIVE CHESTERFIELD MO 63005 $375,828.41
600057550 CHEN 505 N LAKE SHORE DR CHICAGO IL 60611 $227,858.29
600057552 CASPER 5236 WEST 107TH STREET OAK LAWN IL 60453 $264,411.20
600057555 ROBINSON 1118 NORTH WOODBINE AVEN OAK PARK IL 60302 $395,740.96
600057556 MARCHESE 60 CARDINAL LANE ROSELLE IL 60172 $279,812.13
600057557 ROE 38240 CASHMORE ROAD WADSWORTH IL 60083 $346,261.54
600057558 VRUNO 1 N 500 TURNBERRY LAN WINFIELD IL 60190 $412,256.46
600057559 HELLER 475 SOMERSET HILLS COUR RIVERWOODS IL 60015 $564,630.41
600057560 PITTMAN 297 ADELIA ELMHURST IL 60126 $266,631.29

<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
600057543 FEENSTRA 8.000 .250 7.750 .0450 7.705 01/01/2027
600057544 KREI 7.750 .250 7.500 .0450 7.455 12/01/2026
600057546 DWYER 8.000 .250 7.750 .0450 7.705 12/01/2026
600057547 MCCUNE 8.000 .250 7.750 .0450 7.705 01/01/2027
600057548 JOHNSON 8.000 .250 7.750 .0450 7.705 01/01/2027
600057549 AARANSON 8.000 .250 7.750 .0450 7.705 12/01/2026
600057550 CHEN 8.375 .250 8.125 .0450 8.080 01/01/2027
600057552 CASPER 8.250 .250 8.000 .0450 7.955 12/01/2026
600057555 ROBINSON 8.125 .250 7.875 .0450 7.830 01/01/2027
600057556 MARCHESE 8.000 .250 7.750 .0450 7.705 01/01/2027
600057557 ROE 7.875 .250 7.625 .0450 7.580 01/01/2027
600057558 VRUNO 8.625 .250 8.375 .0450 8.330 01/01/2027
600057559 HELLER 8.125 .250 7.875 .0450 7.830 01/01/2027
600057560 PITTMAN 7.875 .250 7.625 .0450 7.580 12/01/2026

<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
------ -------------------- --------------- --------- -- -------- ----
<S> <C> <C> <C> <C> <C> <C>
600057543 FEENSTRA 0905921 $2,017.85 02/01/1997 360
600057544 KREI 0906005 $2,507.44 02/01/1997 360
600057546 DWYER 0906276 $2,069.22 02/01/1997 360
600057547 MCCUNE 0906282 $2,443.44 02/01/1997 360
600057548 JOHNSON 0906314 $2,201.29 02/01/1997 360
600057549 AARANSON 0906317 $2,765.19 02/01/1997 360
600057550 CHEN 0906339 $1,732.96 02/01/1997 360
600057552 CASPER 0906347 $1,988.98 12 02/01/1997 360
600057555 ROBINSON 0906490 $2,940.29 12 02/01/1997 360
600057556 MARCHESE 0906556 $2,054.54 02/01/1997 360
600057557 ROE 0906562 $2,512.37 02/01/1997 360
600057558 VRUNO 0906579 $3,208.38 02/01/1997 360
600057559 HELLER 0906582 $4,195.11 02/01/1997 360
600057560 PITTMAN 0906599 $1,935.94 02/01/1997 360

<CAPTION>
PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # BORROWER CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
------ -------------------- ---- ----- ---- ------ ------ ------ ----- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
600057543 FEENSTRA .00 .00 .00 .000 .250 .295 $450,000.00 N
600057544 KREI .00 .00 .00 .000 .250 .295 $470,000.00 N
600057546 DWYER .00 .00 .00 .000 .250 .295 $504,000.00 N
600057547 MCCUNE .00 .00 .00 .000 .250 .295 $450,000.00 N
600057548 JOHNSON .00 .00 .00 .000 .250 .295 $400,000.00 N
600057549 AARANSON .00 .00 .00 .000 .250 .295 $473,000.00 N
600057550 CHEN .00 .00 .00 .000 .250 .295 $285,000.00 N
600057552 CASPER .00 .00 .00 .000 .250 .295 $294,180.00 N
600057555 ROBINSON .00 .00 .00 .000 .250 .295 $446,000.00 N
600057556 MARCHESE .00 .00 .00 .000 .250 .295 $380,000.00 N
600057557 ROE .00 .00 .00 .000 .250 .295 $435,000.00 N
600057558 VRUNO .00 .00 .00 .000 .250 .295 $612,440.00 N
600057559 HELLER .00 .00 .00 .000 .250 .295 $800,000.00 N
600057560 PITTMAN .00 .00 .00 .000 .250 .295 $390,000.00 N

</TABLE>

<PAGE>

(vlegal.ace v1.4) Page 23
RUN DATE: 02/19/1997 PNC MORTGAGE SECURITIES CORP.
TIME: 12:35:08 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 02/19/1997

POOL NUMBER: 1388 POOL NAME: 1997-2

<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
600057561 NORRIS 132 WINDSOR COURT DEERFIELD IL 60015 $430,404.83
600057562 MATTAX J 3870 EAST FORREST RIDGE ROGERSVILLE MO 65742 $471,691.24
600057563 ZARACH 1306 BONITA DRIVE PARK RIDGE IL 60068 $280,816.18
600057564 LAMPERT 650 BLACKSTONE PLACE HIGHLAND PARK IL 60035 $263,822.86
600057565 O'NEIL 3831 VENARD ROAD DOWNERS GROVE IL 60515 $299,793.54
600057567 GRUPP 1175 PARKVIEW LANE LONG GROVE IL 60047 $359,776.24
600057569 STAMBOLI 6935 N KARLOV LINCOLNWOOD IL 60646 $299,788.26
600057570 AMOROSO 1001 BETTE LANE GLENVIEW IL 60025 $386,759.46
600057572 DUDEK 9 SOUTH 643 BROOKBANK HINSDALE IL 60521 $281,061.29
600057574 GOLDSWOR 625 PLYMOUTH ROAD SE EAST GRAND RAPI MI 49506 $279,641.67
600057575 MOORE 6250 PINETREE LONG GROVE IL 60047 $386,733.67
600057576 KARAKOST 2102 WARWICK LANE GLENVIEW IL 60025 $342,542.36
600057578 MERKLEIN 832 NORTH FORREST AVE ARLINGTON HEIGH IL 60004 $270,827.20
600057580 STEELE 47610 EDINBOROUGH NOVI MI 48374 $299,798.71

<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
600057561 NORRIS 7.875 .250 7.625 .0450 7.580 12/01/2026
600057562 MATTAX J 8.125 .250 7.875 .0450 7.830 01/01/2027
600057563 ZARACH 8.125 .250 7.875 .0450 7.830 01/01/2027
600057564 LAMPERT 8.000 .250 7.750 .0450 7.705 01/01/2027
600057565 O'NEIL 7.875 .250 7.625 .0450 7.580 01/01/2027
600057567 GRUPP 8.375 .250 8.125 .0450 8.080 01/01/2027
600057569 STAMBOLI 7.750 .250 7.500 .0450 7.455 01/01/2027
600057570 AMOROSO 8.375 .250 8.125 .0450 8.080 01/01/2027
600057572 DUDEK 8.000 .250 7.750 .0450 7.705 01/01/2027
600057574 GOLDSWOR 8.250 .250 8.000 .0450 7.955 12/01/2026
600057575 MOORE 7.875 .250 7.625 .0450 7.580 01/01/2027
600057576 KARAKOST 8.500 .250 8.250 .0450 8.205 01/01/2027
600057578 MERKLEIN 8.250 .250 8.000 .0450 7.955 01/01/2027
600057580 STEELE 8.000 .250 7.750 .0450 7.705 01/01/2027

<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
------ -------------------- --------------- --------- -- -------- ----
<S> <C> <C> <C> <C> <C> <C>
600057561 NORRIS 0906660 $3,125.05 02/01/1997 360
600057562 MATTAX J 0906678 $3,504.59 02/01/1997 360
600057563 ZARACH 0906693 $2,086.42 02/01/1997 360
600057564 LAMPERT 0906699 $1,937.14 02/01/1997 360
600057565 O'NEIL 0906707 $2,175.21 02/01/1997 360
600057567 GRUPP 0906727 $2,736.26 02/01/1997 360
600057569 STAMBOLI 0906770 $2,149.24 02/01/1997 360
600057570 AMOROSO 0906776 $2,941.48 02/01/1997 360
600057572 DUDEK 0906818 $2,063.71 02/01/1997 360
600057574 GOLDSWOR 0906845 $2,103.55 02/01/1997 360
600057575 MOORE 0906856 $2,806.02 12 02/01/1997 360
600057576 KARAKOST 0906863 $2,635.45 02/01/1997 360
600057578 MERKLEIN 0906900 $2,035.93 02/01/1997 360
600057580 STEELE 0906907 $2,201.29 02/01/1997 360

<CAPTION>
PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # BORROWER CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
------ -------------------- ---- ----- ---- ------ ------ ------ ----- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
600057561 NORRIS .00 .00 .00 .000 .250 .295 $540,000.00 N
600057562 MATTAX J .00 .00 .00 .000 .250 .295 $975,000.00 N
600057563 ZARACH .00 .00 .00 .000 .250 .295 $372,000.00 N
600057564 LAMPERT .00 .00 .00 .000 .250 .295 $330,000.00 N
600057565 O'NEIL .00 .00 .00 .000 .250 .295 $510,000.00 N
600057567 GRUPP .00 .00 .00 .000 .250 .295 $460,000.00 N
600057569 STAMBOLI .00 .00 .00 .000 .250 .295 $385,000.00 N
600057570 AMOROSO .00 .00 .00 .000 .250 .295 $516,000.00 N
600057572 DUDEK .00 .00 .00 .000 .250 .295 $375,000.00 N
600057574 GOLDSWOR .00 .00 .00 .000 .250 .295 $350,000.00 N
600057575 MOORE .00 .00 .00 .000 .250 .295 $436,000.00 N
600057576 KARAKOST .00 .00 .00 .000 .250 .295 $460,000.00 N
600057578 MERKLEIN .00 .00 .00 .000 .250 .295 $350,000.00 N
600057580 STEELE .00 .00 .00 .000 .250 .295 $392,000.00 N

</TABLE>

<PAGE>

(vlegal.ace v1.4) Page 24
RUN DATE: 02/19/1997 PNC MORTGAGE SECURITIES CORP.
TIME: 12:35:08 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 02/19/1997

POOL NUMBER: 1388 POOL NAME: 1997-2

<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
600057581 MARREN 6263 NORTH KEATING CHICAGO IL 60646 $275,837.05
600057583 GURTHET 1730 NORTH SEDGWICK CHICAGO IL 60614 $274,810.75
600057584 HUSTON 623 EDGEWOOD PLACE RIVER FOREST IL 60305 $319,785.28
600057585 NOODINGS 6440 THUNDERBIRD DRIVE INDIAN HEAD PAR IL 60525 $324,770.62
600057588 TOPP 796 HAZELWOOD DRIVE HOLLAND MI 49424 $277,813.46
600057594 PALEY 969 JUDSON AVENUE HIGHLAND PARK IL 60035 $389,731.61
600057595 FORGETTE 225 RUE JARDIN BARRINGTON IL 60010 $224,877.10
600057596 WEZEREK 1424 FOREST AVENUE WILMETT IL 60091 $274,820.11
600057597 KOWAL 15606 MEHERRIN DRIVE CENTREVILLE VA 22020 $359,745.92
600057598 BOSY 362 EDGEMONT LANE PARK RIDGE IL 60068 $271,822.08
600057599 POEDTKE 6927 NORTH TONTY AVENUE CHICAGO IL 60646 $275,814.81
600057601 HARRISON 6493 ZOAR ROAD MORROW OH 45152 $375,534.76
600057602 MCADAM 512 AUVERGNE PLACE RIVER FOREST IL 60305 $287,811.61
600057603 LEE 17112 MALLET HILL DRIVE LOUISVILLE KY 40245 $256,318.96

<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
600057581 MARREN 8.625 .250 8.375 .0450 8.330 01/01/2027
600057583 GURTHET 7.875 .250 7.625 .0450 7.580 01/01/2027
600057584 HUSTON 8.000 .250 7.750 .0450 7.705 01/01/2027
600057585 NOODINGS 7.750 .250 7.500 .0450 7.455 01/01/2027
600057588 TOPP 8.000 .250 7.750 .0450 7.705 01/01/2027
600057594 PALEY 7.875 .250 7.625 .0450 7.580 01/01/2027
600057595 FORGETTE 9.000 .250 8.750 .0450 8.705 01/01/2027
600057596 WEZEREK 8.125 .250 7.875 .0450 7.830 01/01/2027
600057597 KOWAL 7.750 .250 7.500 .0450 7.455 01/01/2027
600057598 BOSY 8.125 .250 7.875 .0450 7.830 01/01/2027
600057599 POEDTKE 8.000 .250 7.750 .0450 7.705 01/01/2027
600057601 HARRISON 7.750 .250 7.500 .0450 7.455 01/01/2027
600057602 MCADAM 8.125 .250 7.875 .0450 7.830 01/01/2027
600057603 LEE 7.750 .250 7.500 .0450 7.455 01/01/2027

<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
------ -------------------- --------------- --------- -- -------- ----
<S> <C> <C> <C> <C> <C> <C>
600057581 MARREN 0906944 $2,146.70 02/01/1997 360
600057583 GURTHET 0906973 $1,993.94 02/01/1997 360
600057584 HUSTON 0906999 $2,348.05 02/01/1997 360
600057585 NOODINGS 0907015 $2,328.34 02/01/1997 360
600057588 TOPP 0907155 $2,039.87 02/01/1997 360
600057594 PALEY 0907508 $2,827.77 02/01/1997 360
600057595 FORGETTE 0907509 $1,810.40 02/01/1997 360
600057596 WEZEREK 0907510 $2,041.87 02/01/1997 360
600057597 KOWAL 0907521 $2,579.08 02/01/1997 360
600057598 BOSY 0907575 $2,019.59 02/01/1997 360
600057599 POEDTKE 0907576 $2,025.19 02/01/1997 360
600057601 HARRISON 0907644 $2,692.28 02/01/1997 360
600057602 MCADAM 0907645 $2,138.39 02/01/1997 360
600057603 LEE 0907647 $1,837.60 18 02/01/1997 360

<CAPTION>
PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # BORROWER CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
------ -------------------- ---- ----- ---- ------ ------ ------ ----- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
600057581 MARREN .00 .00 .00 .000 .250 .295 $345,000.00 N
600057583 GURTHET .00 .00 .00 .000 .250 .295 $488,000.00 N
600057584 HUSTON .00 .00 .00 .000 .250 .295 $400,000.00 N
600057585 NOODINGS .00 .00 .00 .000 .250 .295 $425,000.00 N
600057588 TOPP .00 .00 .00 .000 .250 .295 $550,000.00 N
600057594 PALEY .00 .00 .00 .000 .250 .295 $665,000.00 N
600057595 FORGETTE .00 .00 .00 .000 .250 .295 $300,000.00 N
600057596 WEZEREK .00 .00 .00 .000 .250 .295 $450,000.00 N
600057597 KOWAL .00 .00 .00 .000 .250 .295 $450,000.00 N
600057598 BOSY .00 .00 .00 .000 .250 .295 $340,000.00 N
600057599 POEDTKE .00 .00 .00 .000 .250 .295 $345,000.00 N
600057601 HARRISON .00 .00 .00 .000 .250 .295 $520,000.00 N
600057602 MCADAM .00 .00 .00 .000 .250 .295 $361,000.00 N
600057603 LEE .00 .00 .00 .000 .250 .295 $285,000.00 N

</TABLE>

<PAGE>

(vlegal.ace v1.4) Page 25
RUN DATE: 02/19/1997 PNC MORTGAGE SECURITIES CORP.
TIME: 12:35:08 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 02/19/1997

POOL NUMBER: 1388 POOL NAME: 1997-2

<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
600057604 ENNIS 2701 0AK AVENUE NORTHBROOK IL 60062 $299,788.26
600057605 BISSEL 2020 BIRCHWOOD AVENUE WILMETTE IL 60091 $449,682.39
600057606 BARNETT 4227 CLEARWATER LANE NAPERVILLE IL 60564 $380,263.50
600057607 COHEN 2023 LINDEN AVENUE HIGHLAND PARK IL 60035 $335,762.85
600057608 RANDOLPH 3690 GOULD DRIVE CARMEL IN 46033 $218,497.87
600057612 HANIG 975 RIDGEWOOD DRIVE HIGHLAND PARK IL 60035 $369,751.74
600057613 YUN 1813 KELLY COURT DARIEN IL 60561 $387,839.59
600057614 HARDIMAN 2043 WEST THOMAS CHICAGO IL 60622 $238,339.97
600057615 HANDELMA 849 NORTH DEARBORN STRE CHICAGO IL 60610 $319,779.78
600057616 WEISER 1177 GLENCOE AVENUE HIGHLAND PARK IL 60035 $619,573.32
600057617 MAZAN 834 SEERS DRIVE SCHAUMBURG IL 60173 $299,788.26
600057618 FEINERMA 8853 N KENNETH AVE SKOKIE IL 60076 $263,813.67
600057619 CARITHER 1606 WINNERS CUP CIRCLE ST CHARLES IL 60174 $320,779.09
600057620 FILIPSKI 30 W 421 LYSLE ROAD WAYNE IL 60184 $299,798.71

<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
600057604 ENNIS 7.750 .250 7.500 .0450 7.455 01/01/2027
600057605 BISSEL 7.750 .250 7.500 .0450 7.455 01/01/2027
600057606 BARNETT 8.375 .250 8.125 .0450 8.080 01/01/2027
600057607 COHEN 7.750 .250 7.500 .0450 7.455 01/01/2027
600057608 RANDOLPH 7.875 .250 7.625 .0450 7.580 12/01/2026
600057612 HANIG 8.000 .250 7.750 .0450 7.705 01/01/2027
600057613 YUN 8.000 .250 7.750 .0450 7.705 01/01/2027
600057614 HARDIMAN 8.000 .250 7.750 .0450 7.705 01/01/2027
600057615 HANDELMA 7.875 .250 7.625 .0450 7.580 01/01/2027
600057616 WEISER 7.875 .250 7.625 .0450 7.580 01/01/2027
600057617 MAZAN 7.750 .250 7.500 .0450 7.455 01/01/2027
600057618 FEINERMA 7.750 .250 7.500 .0450 7.455 01/01/2027
600057619 CARITHER 7.875 .250 7.625 .0450 7.580 01/01/2027
600057620 FILIPSKI 8.000 .250 7.750 .0450 7.705 01/01/2027

<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
------ -------------------- --------------- --------- -- -------- ----
<S> <C> <C> <C> <C> <C> <C>
600057604 ENNIS 0907663 $2,149.24 02/01/1997 360
600057605 BISSEL 0907664 $3,223.86 02/01/1997 360
600057606 BARNETT 0907670 $2,892.07 12 02/01/1997 360
600057607 COHEN 0907672 $2,407.15 02/01/1997 360
600057608 RANDOLPH 0907675 $1,586.45 02/01/1997 360
600057612 HANIG 0907700 $2,714.93 02/01/1997 360
600057613 YUN 0907703 $2,847.74 02/01/1997 360
600057614 HARDIMAN 0907706 $1,750.03 12 02/01/1997 360
600057615 HANDELMA 0907708 $2,320.22 02/01/1997 360
600057616 WEISER 0907711 $4,495.43 02/01/1997 360
600057617 MAZAN 0907714 $2,149.24 02/01/1997 360
600057618 FEINERMA 0907719 $1,891.33 02/01/1997 360
600057619 CARITHER 0907742 $2,327.47 02/01/1997 360
600057620 FILIPSKI 0907768 $2,201.29 02/01/1997 360

<CAPTION>
PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # BORROWER CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
------ -------------------- ---- ----- ---- ------ ------ ------ ----- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
600057604 ENNIS .00 .00 .00 .000 .250 .295 $443,000.00 N
600057605 BISSEL .00 .00 .00 .000 .250 .295 $655,000.00 N
600057606 BARNETT .00 .00 .00 .000 .250 .295 $426,000.00 N
600057607 COHEN .00 .00 .00 .000 .250 .295 $460,000.00 N
600057608 RANDOLPH .00 .00 .00 .000 .250 .295 $273,500.00 N
600057612 HANIG .00 .00 .00 .000 .250 .295 $570,000.00 N
600057613 YUN .00 .00 .00 .000 .250 .295 $565,000.00 N
600057614 HARDIMAN .00 .00 .00 .000 .250 .295 $265,000.00 N
600057615 HANDELMA .00 .00 .00 .000 .250 .295 $505,000.00 N
600057616 WEISER .00 .00 .00 .000 .250 .295 $900,000.00 N
600057617 MAZAN .00 .00 .00 .000 .250 .295 $508,000.00 N
600057618 FEINERMA .00 .00 .00 .000 .250 .295 $330,000.00 N
600057619 CARITHER .00 .00 .00 .000 .250 .295 $460,000.00 N
600057620 FILIPSKI .00 .00 .00 .000 .250 .295 $406,000.00 N

</TABLE>

<PAGE>

(vlegal.ace v1.4) Page 26
RUN DATE: 02/26/1997 PNC MORTGAGE SECURITIES CORP.
TIME: 15:09:56 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 02/26/1997

POOL NUMBER: 1388 POOL NAME: 1997-2

<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
600057621 GRAY 1220 BERKSHIRE BARRINGTON IL 60010 $181,871.55
600057622 VLAISAVL 21 WYNSTONE WAY BARRINGTON IL 60010 $424,692.40
600057623 KENNEY 2424 PAYNE STREET EVANSTON IL 60201 $363,749.50
600057624 TORMA 3125 THAYER STREET EVANSTON IL 60201 $355,255.35
600057625 VITTORI 3716 ARMOUR COURT WOODRIDGE IL 60517 $290,205.15
600057626 DOLSON J 23636 HEARTSIDE BARRINGTON IL 60010 $317,781.16
600057627 MONTI 161 TIMBERVIEW DRIVE OAK BROOK IL 60521 $292,911.33
600057628 GARDNER 1583 MCCORMACK HOFFMAN ESTATES IL 60195 $271,798.14
600057629 TRAINA 1801 W LARCHMONT CHICAGO IL 60613 $96,738.27
600057632 BRANDER 1301 WILLIAM STREET RIVER FOREST IL 60305 $549,621.50
600057633 HALL 1914 ELMWOOD AVENUE WILMETTE IL 60091 $257,835.48
600057634 KAPLAN 9116 N KENNETH SKOKIE IL 60076 $407,976.08
600057635 HALE 1856 NORTH BISSELL CHICAGO IL 60614 $238,831.31
600057636 FELDMAN 4 WINDSOR DRIVE LINCOLNSHIRE IL 60069 $336,374.15

<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
600057621 GRAY 7.750 .250 7.500 .0450 7.455 01/01/2027
600057622 VLAISAVL 7.625 .250 7.375 .0450 7.330 01/01/2027
600057623 KENNEY 7.875 .250 7.625 .0450 7.580 01/01/2027
600057624 TORMA 7.875 .250 7.625 .0450 7.580 01/01/2027
600057625 VITTORI 8.000 .250 7.750 .0450 7.705 01/01/2027
600057626 DOLSON J 7.875 .250 7.625 .0450 7.580 01/01/2027
600057627 MONTI 8.750 .250 8.500 .0450 8.455 12/01/2026
600057628 GARDNER 7.500 .250 7.250 .0450 7.205 01/01/2027
600057629 TRAINA 8.250 .250 8.000 .0450 7.955 01/01/2027
600057632 BRANDER 7.875 .250 7.625 .0450 7.580 01/01/2027
600057633 HALL 8.250 .250 8.000 .0450 7.955 01/01/2027
600057634 KAPLAN 8.000 .250 7.750 .0450 7.705 01/01/2027
600057635 HALE 7.750 .250 7.500 .0450 7.455 01/01/2027
600057636 FELDMAN 8.000 .250 7.750 .0450 7.705 01/01/2027

<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
------ -------------------- --------------- --------- -- -------- ----
<S> <C> <C> <C> <C> <C> <C>
600057621 GRAY 0907769 $1,303.87 02/01/1997 360
600057622 VLAISAVL 0907772 $3,008.12 02/01/1997 360
600057623 KENNEY 0907792 $2,639.25 02/01/1997 360
600057624 TORMA 0907793 $2,577.62 12 02/01/1997 360
600057625 VITTORI 0907810 $2,130.85 02/01/1997 360
600057626 DOLSON J 0907811 $2,305.72 02/01/1997 360
600057627 MONTI 0907842 $2,307.00 12 02/01/1997 360
600057628 GARDNER 0907866 $1,901.86 02/01/1997 360
600057629 TRAINA 0907868 $727.23 02/01/1997 360
600057632 BRANDER 0907892 $3,987.88 02/01/1997 360
600057633 HALL 0907897 $1,938.27 02/01/1997 360
600057634 KAPLAN 0907900 $2,995.59 02/01/1997 360
600057635 HALE 0907906 $1,712.23 02/01/1997 360
600057636 FELDMAN 0907914 $2,469.85 12 02/01/1997 360

<CAPTION>
PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # BORROWER CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
------ -------------------- ---- ----- ---- ------ ------ ------ ----- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
600057621 GRAY .00 .00 .00 .000 .250 .295 $270,000.00 N
600057622 VLAISAVL .00 .00 .00 .000 .250 .295 $650,000.00 N
600057623 KENNEY .00 .00 .00 .000 .250 .295 $460,000.00 N
600057624 TORMA .00 .00 .00 .000 .250 .295 $395,000.00 N
600057625 VITTORI .00 .00 .00 .000 .250 .295 $363,000.00 N
600057626 DOLSON J .00 .00 .00 .000 .250 .295 $400,000.00 N
600057627 MONTI .00 .00 .00 .000 .250 .295 $345,000.00 N
600057628 GARDNER .00 .00 .00 .000 .250 .295 $340,000.00 N
600057629 TRAINA .00 .00 .00 .000 .250 .295 $121,090.00 N
600057632 BRANDER .00 .00 .00 .000 .250 .295 $851,000.00 N
600057633 HALL .00 .00 .00 .000 .250 .295 $380,000.00 N
600057634 KAPLAN .00 .00 .00 .000 .250 .295 $880,000.00 N
600057635 HALE .00 .00 .00 .000 .250 .295 $305,000.00 N
600057636 FELDMAN .00 .00 .00 .000 .250 .295 $374,000.00 N

</TABLE>

<PAGE>

(vlegal.ace v1.4) Page 27
RUN DATE: 02/26/1997 PNC MORTGAGE SECURITIES CORP.
TIME: 15:09:56 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 02/26/1997

POOL NUMBER: 1388 POOL NAME: 1997-2

<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
600057637 VEITCH 186 ELDERBERRY LANE HAWTHORN WOODS IL 60047 $256,323.48
600057638 PATEL 1833 NORTH CLEVELAND CHICAGO IL 60614 $299,788.26
600057641 BARRETT 47660 WHARF COURT STERLING VA 20165 $259,829.93
600057643 TAYLOR 1525 FARGO GENEVA IL 60134 $304,120.35
600057645 KAMPRATH 2601 N GREENVIEW CHICAGO IL 60614 $279,807.31
600057648 HARRISON 905 HILLSTEAD DRIVE LUTHERVILLE MD 21093 $446,684.52
600057649 SENATORE 13100 DULANEY VALLEY ROAD GLEN ARM MD 21057 $241,329.55
600057650 PURCELL 929 GREENTREE DRIVE WINTER PARK FL 32789 $367,740.27
600057654 LANGE 115 LAKESHORE DRIVE EAS PALM HARBOR FL 34684 $231,836.25
600057657 PUJOL 2 BAREFOOT LANE LANTANA FL 33462 $377,240.20
600057659 LEVIN 3824 MEDFORD CIRCLE NORTHBROOK IL 60062 $267,810.85
600057660 SPELLMAN 1427 WEST BERTEAU AVENUE CHICAGO IL 60613 $345,162.30
600057661 GIBBS 26 W 448 PARKWAY WINFIELD IL 60190 $270,827.20
600057663 MCCREE 945 LAKE ADAIR BLVD ORLANDO FL 32804 $559,624.24

<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
600057637 VEITCH 7.875 .250 7.625 .0450 7.580 01/01/2027
600057638 PATEL 7.750 .250 7.500 .0450 7.455 01/01/2027
600057641 BARRETT 8.125 .250 7.875 .0450 7.830 01/01/2027
600057643 TAYLOR 8.625 .250 8.375 .0450 8.330 01/01/2027
600057645 KAMPRATH 7.875 .250 7.625 .0450 7.580 01/01/2027
600057648 HARRISON 7.750 .250 7.500 .0450 7.455 01/01/2027
600057649 SENATORE 7.750 .250 7.500 .0450 7.455 01/01/2027
600057650 PURCELL 7.750 .250 7.500 .0450 7.455 01/01/2027
600057654 LANGE 7.750 .250 7.500 .0450 7.455 01/01/2027
600057657 PUJOL 7.875 .250 7.625 .0450 7.580 01/01/2027
600057659 LEVIN 7.750 .250 7.500 .0450 7.455 01/01/2027
600057660 SPELLMAN 7.875 .250 7.625 .0450 7.580 01/01/2027
600057661 GIBBS 8.250 .250 8.000 .0450 7.955 01/01/2027
600057663 MCCREE 8.000 .250 7.750 .0450 7.705 01/01/2027

<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
------ -------------------- --------------- --------- -- -------- ----
<S> <C> <C> <C> <C> <C> <C>
600057637 VEITCH 0907931 $1,859.80 02/01/1997 360
600057638 PATEL 0908011 $2,149.24 02/01/1997 360
600057641 BARRETT 0908133 $1,930.49 02/01/1997 360
600057643 TAYLOR 0908181 $2,366.81 12 02/01/1997 360
600057645 KAMPRATH 0908317 $2,030.19 02/01/1997 360
600057648 HARRISON 0908376 $3,202.36 02/01/1997 360
600057649 SENATORE 0908377 $1,730.14 02/01/1997 360
600057650 PURCELL 0908402 $2,636.40 02/01/1997 360
600057654 LANGE 0908479 $1,662.08 02/01/1997 360
600057657 PUJOL 0908537 $2,737.14 02/01/1997 360
600057659 LEVIN 0908547 $1,919.98 02/01/1997 360
600057660 SPELLMAN 0908552 $2,504.39 02/01/1997 360
600057661 GIBBS 0908555 $2,035.93 02/01/1997 360
600057663 MCCREE 0908652 $4,109.09 02/01/1997 360

<CAPTION>
PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # BORROWER CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
------ -------------------- ---- ----- ---- ------ ------ ------ ----- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
600057637 VEITCH .00 .00 .00 .000 .250 .295 $450,000.00 N
600057638 PATEL .00 .00 .00 .000 .250 .295 $622,000.00 N
600057641 BARRETT .00 .00 .00 .000 .250 .295 $350,000.00 N
600057643 TAYLOR .00 .00 .00 .000 .250 .295 $350,000.00 N
600057645 KAMPRATH .00 .00 .00 .000 .250 .295 $380,000.00 N
600057648 HARRISON .00 .00 .00 .000 .250 .295 $610,000.00 N
600057649 SENATORE .00 .00 .00 .000 .250 .295 $310,000.00 N
600057650 PURCELL .00 .00 .00 .000 .250 .295 $460,000.00 N
600057654 LANGE .00 .00 .00 .000 .250 .295 $290,000.00 N
600057657 PUJOL .00 .00 .00 .000 .250 .295 $500,000.00 N
600057659 LEVIN .00 .00 .00 .000 .250 .295 $335,000.00 N
600057660 SPELLMAN .00 .00 .00 .000 .250 .295 $500,000.00 N
600057661 GIBBS .00 .00 .00 .000 .250 .295 $343,000.00 N
600057663 MCCREE .00 .00 .00 .000 .250 .295 $700,000.00 N

</TABLE>

<PAGE>

(vlegal.ace v1.4) Page 28
RUN DATE: 02/26/1997 PNC MORTGAGE SECURITIES CORP.
TIME: 15:09:56 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 02/26/1997

POOL NUMBER: 1388 POOL NAME: 1997-2

<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
600057665 BROWN 2389 FORREST ROAD WINTER PARK FL 32789 $274,810.75
600057667 GUENTHER 930 S KENSINGTON AVENUE LAGRANGE IL 60525 $279,802.38
600057669 WITTENBE 507 S VERMONT ROYAL OAK MI 48067 $80,947.02
600057670 WALTERHO 2848 ORANGE GROVE WATERFORD MI 48329 $258,839.01
600057672 GLICK 2913 NORTH RACINE AVENUE CHICAGO IL 60657 $324,542.92
600057673 MICALET 1709 ASTOR AVENUE OAKBROOK TERRAC IL 60181 $236,860.08
600057675 LACROIX 17651 DEER ISLE CIRCLE WINTER GARDEN FL 34787 $216,865.12
600057679 OLDFIELD 3361 CAMINITO LUNA NUEVA DEL MAR CA 92014 $374,544.03
600057680 LEE 1030 JAMAICA STREET FOSTER CITY CA 94404 $362,735.21
600057681 WINER 24 PIEDMONT COURT PIEDMONT CA 94611 $406,990.30
600057684 LAWRENCE 2230 GOLDENROD LANE SAN RAMON CA 94583 $283,663.43
600057685 SIEMON 5465 BALL DRIVE SOQUEL CA 95073 $223,845.84
600057686 LIEBOVIT 1188 MARINE DRIVE LAGUNA BEACH CA 92651 $498,361.43
600057687 HESSE 154 JULIAN AVENUE SAN FRANCISCO CA 94103 $268,819.50

<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
600057665 BROWN 7.875 .250 7.625 .0450 7.580 01/01/2027
600057667 GUENTHER 7.750 .250 7.500 .0450 7.455 01/01/2027
600057669 WITTENBE 8.125 .250 7.875 .0450 7.830 01/01/2027
600057670 WALTERHO 8.375 .250 8.125 .0450 8.080 01/01/2027
600057672 GLICK 8.250 .250 8.000 .0450 7.955 01/01/2027
600057673 MICALET 8.625 .250 8.375 .0450 8.330 01/01/2027
600057675 LACROIX 8.375 .250 8.125 .0450 8.080 01/01/2027
600057679 OLDFIELD 8.500 .250 8.250 .0450 8.205 12/01/2026
600057680 LEE 8.250 .250 8.000 .0450 7.955 12/01/2026
600057681 WINER 8.250 .250 8.000 .0450 7.955 01/01/2027
600057684 LAWRENCE 8.625 .250 8.375 .0450 8.330 12/01/2026
600057685 SIEMON 7.875 .250 7.625 .0450 7.580 01/01/2027
600057686 LIEBOVIT 8.250 .250 8.000 .0450 7.955 12/01/2026
600057687 HESSE 8.000 .250 7.750 .0450 7.705 01/01/2027

<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
------ -------------------- --------------- --------- -- -------- ----
<S> <C> <C> <C> <C> <C> <C>
600057665 BROWN 0908705 $1,993.94 02/01/1997 360
600057667 GUENTHER 0908866 $2,005.95 02/01/1997 360
600057669 WITTENBE 0909583 $601.42 02/01/1997 360
600057670 WALTERHO 0909637 $1,968.59 12 02/01/1997 360
600057672 GLICK 0909709 $2,439.74 02/01/1997 360
600057673 MICALET 0909770 $1,843.36 02/01/1997 360
600057675 LACROIX 0909980 $1,649.36 02/01/1997 360
600057679 OLDFIELD 6210110 $2,883.43 02/01/1997 360
600057680 LEE 6213000 $2,728.60 02/01/1997 360
600057681 WINER 6213046 $3,059.54 02/01/1997 360
600057684 LAWRENCE 6213104 $2,208.93 18 02/01/1997 360
600057685 SIEMON 6213126 $1,624.16 02/01/1997 360
600057686 LIEBOVIT 6255450 $3,748.82 02/01/1997 360
600057687 HESSE 6262236 $1,973.83 2 02/01/1997 360

<CAPTION>
PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # BORROWER CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
------ -------------------- ---- ----- ---- ------ ------ ------ ----- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
600057665 BROWN .00 .00 .00 .000 .250 .295 $423,000.00 N
600057667 GUENTHER .00 .00 .00 .000 .250 .295 $420,000.00 N
600057669 WITTENBE .00 .00 .00 .000 .250 .295 $116,000.00 N
600057670 WALTERHO .00 .00 .00 .000 .250 .295 $299,000.00 N
600057672 GLICK .00 .00 .00 .000 .250 .295 $426,000.00 N
600057673 MICALET .00 .00 .00 .000 .250 .295 $296,865.00 N
600057675 LACROIX .00 .00 .00 .000 .250 .295 $310,000.00 N
600057679 OLDFIELD .00 .00 .00 .000 .250 .295 $500,000.00 N
600057680 LEE .00 .00 .00 .000 .250 .295 $454,000.00 N
600057681 WINER .00 .00 .00 .000 .250 .295 $630,000.00 N
600057684 LAWRENCE .00 .00 .00 .000 .250 .295 $327,000.00 N
600057685 SIEMON .00 .00 .00 .000 .250 .295 $280,000.00 N
600057686 LIEBOVIT .00 .00 .00 .000 .250 .295 $840,000.00 N
600057687 HESSE .00 .00 .00 .000 .250 .295 $299,000.00 N

</TABLE>

<PAGE>

(vlegal.ace v1.4) Page 29
RUN DATE: 02/26/1997 PNC MORTGAGE SECURITIES CORP.
TIME: 15:09:56 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 02/26/1997

POOL NUMBER: 1388 POOL NAME: 1997-2

<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
600057688 KHAN 216 TRINIDAD DRIVE TIBURON CA 94920 $411,486.05
600057689 BRUCE 11640 EAST SANTA ANA AVEN CLOVIS CA 93611 $268,610.28
600057691 BUENZLI 311 SAN SIMEON PLACE SAN RAMON CA 94583 $235,629.33
600057695 GOMEZ 1009 EAST MOUNTAIN STREE GLENDALE CA 91207 $255,819.31
600057696 ELLIOTT 15516 GROVEHILL LANE LA MIRADA CA 90638 $260,657.38
600057697 PUTCH 8317 YUMA PLACE LOS ANGELES CA 90046 $235,333.79
600057698 ABRAHAM 21922 SUMMERWIND LANE HUNTINGTON BEAC CA 92646 $279,613.34
600057699 DUGGAN 3500 THORNDALE ROAD PASEDENA CA 91107 $257,822.45
600057700 HEIN 5436 GENESTA AVENUE LOS ANGELES(ENC CA 91316 $287,599.88
600057701 ABDEALI 848 DEVORE AVENUE SIMI VALLEY CA 93065 $260,837.77
600057702 MILLER 2860 WEST 234 STREET TORRANCE CA 90505 $269,010.00
600057704 AITHAL 4754 LINARO DRIVE CYPRESS CA 90630 $277,004.35
600057705 CLELAND 8248 COLIMA ROAD WHITTIER CA 90605 $284,598.99
600057706 ELIZARRA 15315 VIA VERITA AVENUE HACIENDA HEIGHT CA 91745 $257,839.64

<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
600057688 KHAN 8.375 .250 8.125 .0450 8.080 12/01/2026
600057689 BRUCE 7.750 .250 7.500 .0450 7.455 01/01/2027
600057691 BUENZLI 7.625 .250 7.375 .0450 7.330 01/01/2027
600057695 GOMEZ 7.750 .250 7.500 .0450 7.455 01/01/2027
600057696 ELLIOTT 8.125 .250 7.875 .0450 7.830 12/01/2026
600057697 PUTCH 7.750 .250 7.500 .0450 7.455 01/01/2027
600057698 ABRAHAM 7.875 .250 7.625 .0450 7.580 12/01/2026
600057699 DUGGAN 7.875 .250 7.625 .0450 7.580 01/01/2027
600057700 HEIN 8.500 .250 8.250 .0450 8.205 12/01/2026
600057701 ABDEALI 8.375 .250 8.125 .0450 8.080 01/01/2027
600057702 MILLER 7.750 .250 7.500 .0450 7.455 01/01/2027
600057704 AITHAL 7.750 .250 7.500 .0450 7.455 01/01/2027
600057705 CLELAND 7.750 .250 7.500 .0450 7.455 01/01/2027
600057706 ELIZARRA 8.375 .250 8.125 .0450 8.080 01/01/2027

<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
------ -------------------- --------------- --------- -- -------- ----
<S> <C> <C> <C> <C> <C> <C>
600057688 KHAN 6274070 $3,131.50 02/01/1997 360
600057689 BRUCE 6274565 $1,925.72 02/01/1997 360
600057691 BUENZLI 6295395 $1,668.98 02/01/1997 360
600057695 GOMEZ 6298033 $1,834.02 02/01/1997 360
600057696 ELLIOTT 6298170 $1,937.92 12 02/01/1997 360
600057697 PUTCH 6298305 $1,687.15 02/01/1997 360
600057698 ABRAHAM 6298309 $2,030.20 02/01/1997 360
600057699 DUGGAN 6298312 $1,870.68 7 02/01/1997 360
600057700 HEIN 6298334 $2,214.09 7 02/01/1997 360
600057701 ABDEALI 6298406 $1,983.79 02/01/1997 360
600057702 MILLER 6298410 $1,928.58 02/01/1997 360
600057704 AITHAL 6298688 $1,985.90 02/01/1997 360
600057705 CLELAND 6298693 $2,040.34 02/01/1997 360
600057706 ELIZARRA 6298694 $1,960.99 12 02/01/1997 360

<CAPTION>
PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # BORROWER CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
------ -------------------- ---- ----- ---- ------ ------ ------ ----- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
600057688 KHAN .00 .00 .00 .000 .250 .295 $515,000.00 N
600057689 BRUCE .00 .00 .00 .000 .250 .295 $336,000.00 N
600057691 BUENZLI .00 .00 .00 .000 .250 .295 $310,000.00 N
600057695 GOMEZ .00 .00 .00 .000 .250 .295 $320,000.00 N
600057696 ELLIOTT .00 .00 .00 .000 .250 .295 $290,000.00 N
600057697 PUTCH .00 .00 .00 .000 .250 .295 $324,000.00 N
600057698 ABRAHAM .00 .00 .00 .000 .250 .295 $350,000.00 N
600057699 DUGGAN .00 .00 .00 .000 .250 .295 $298,000.00 N
600057700 HEIN .00 .00 .00 .000 .250 .295 $320,000.00 N
600057701 ABDEALI .00 .00 .00 .000 .250 .295 $330,000.00 N
600057702 MILLER .00 .00 .00 .000 .250 .295 $336,500.00 N
600057704 AITHAL .00 .00 .00 .000 .250 .295 $346,544.00 N
600057705 CLELAND .00 .00 .00 .000 .250 .295 $356,000.00 N
600057706 ELIZARRA .00 .00 .00 .000 .250 .295 $290,000.00 N

</TABLE>

<PAGE>

(vlegal.ace v1.4) Page 30
RUN DATE: 02/26/1997 PNC MORTGAGE SECURITIES CORP.
TIME: 15:09:56 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 02/26/1997

POOL NUMBER: 1388 POOL NAME: 1997-2

<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
600057707 BALDWIN 4086 WEST ROUSSEAU LANE PALOS VERDES PE CA 90274 $261,853.12
600057709 KLANN 10728 FLAXTON STREET CULVER CITY CA 90230 $227,715.57
600057711 SEPPALA 23895 SOUTHWEST NEWLAND R WILSONVILLE OR 97070 $353,049.31
600057713 DAVEE 11340 SOUTHWEST BREYMAN A PORTLAND OR 97219 $579,590.64
600057714 MENKE 565 NORTHWEST 167TH BEAVERTON OR 97006 $252,621.58
600057717 SANDUSKY 7602 CANYON DRIVE MERIDIAN ID 83642 $251,826.58
600057718 O NEAL 266 EAST 4TH AVENUE SALT LAKE CITY UT 84103 $89,942.61
600057719 WILSON 761 NORTH EAGLE RIDGE D BOUNTIFUL UT 84010 $255,663.95
600057722 OBER 1404 TEN PALMS COURT LAS VEGAS NV 89117 $329,943.75
600058424 VANARTSDALEN 32 CHERRY CIRCLE GLEN MILLS PA 19342 $399,731.61
600058425 SATTERWHITE 38845 CALLE DE CAMPANERO MURRIETA CA 92562 $498,866.29
600058426 CHRISTIANSEN 8725 NORTH 39TH STREET LONGMONT CO 80503 $438,230.07
600058427 CLARK 2642 RIATA COURT CAMARILLO CA 93012 $493,274.24
600058428 PANZICA 21 BABBIT WAY UPPER FREEHOLD NJ 8501 $304,382.70

<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
600057707 BALDWIN 8.875 .250 8.625 .0450 8.580 01/01/2027
600057709 KLANN 8.375 .250 8.125 .0450 8.080 12/01/2026
600057711 SEPPALA 7.750 .250 7.500 .0450 7.455 12/01/2026
600057713 DAVEE 7.750 .250 7.500 .0450 7.455 01/01/2027
600057714 MENKE 7.750 .250 7.500 .0450 7.455 01/01/2027
600057717 SANDUSKY 7.875 .250 7.625 .0450 7.580 01/01/2027
600057718 O NEAL 8.250 .250 8.000 .0450 7.955 01/01/2027
600057719 WILSON 8.125 .250 7.875 .0450 7.830 12/01/2026
600057722 OBER 7.875 .250 7.625 .0450 7.580 12/01/2026
600058424 VANARTSDALEN 8.000 .250 7.750 .0450 7.705 01/01/2027
600058425 SATTERWHITE 8.875 .250 8.625 .0450 8.580 10/01/2026
600058426 CHRISTIANSEN 8.625 .250 8.375 .0450 8.330 12/01/2026
600058427 CLARK 7.875 .250 7.625 .0450 7.580 09/01/2026
600058428 PANZICA 8.500 .250 8.250 .0450 8.205 10/01/2026

<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
------ -------------------- --------------- --------- -- -------- ----
<S> <C> <C> <C> <C> <C> <C>
600057707 BALDWIN 6298894 $2,084.59 02/01/1997 360
600057709 KLANN 6394127 $1,732.97 18 02/01/1997 360
600057711 SEPPALA 6396208 $2,532.88 02/01/1997 360
600057713 DAVEE 6396275 $4,155.19 02/01/1997 360
600057714 MENKE 6396308 $1,811.09 02/01/1997 360
600057717 SANDUSKY 7114030 $1,827.17 02/01/1997 360
600057718 O NEAL 7151116 $676.14 02/01/1997 360
600057719 WILSON 7164111 $1,900.79 02/01/1997 360
600057722 OBER 7248020 $2,395.63 02/01/1997 360
600058424 VANARTSDALEN 186932 $2,935.06 2 02/01/1997 360
600058425 SATTERWHITE 190995 $3,978.22 02/01/1997 360
600058426 CHRISTIANSEN 191885 $3,412.55 02/01/1997 360
600058427 CLARK 192296 $3,589.09 02/01/1997 360
600058428 PANZICA 193304 $2,346.19 7 02/01/1997 360

<CAPTION>
PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # BORROWER CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
------ -------------------- ---- ----- ---- ------ ------ ------ ----- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
600057707 BALDWIN .00 .00 .00 .000 .250 .295 $549,000.00 N
600057709 KLANN .00 .00 .00 .000 .250 .295 $240,000.00 N
600057711 SEPPALA .00 .00 .00 .000 .250 .295 $471,400.00 N
600057713 DAVEE .00 .00 .00 .000 .250 .295 $775,000.00 N
600057714 MENKE .00 .00 .00 .000 .250 .295 $316,000.00 N
600057717 SANDUSKY .00 .00 .00 .000 .250 .295 $315,000.00 N
600057718 O NEAL .00 .00 .00 .000 .250 .295 $120,000.00 N
600057719 WILSON .00 .00 .00 .000 .250 .295 $320,000.00 N
600057722 OBER .00 .00 .00 .000 .250 .295 $500,000.00 N
600058424 VANARTSDALEN $422,660.00 N
600058425 SATTERWHITE $640,000.00 N
600058426 CHRISTIANSEN $585,000.00 N
600058427 CLARK $550,000.00 N
600058428 PANZICA $339,034.00 N

</TABLE>

<PAGE>

(vlegal.ace v1.4) Page 31
RUN DATE: 02/26/1997 PNC MORTGAGE SECURITIES CORP.
TIME: 15:09:56 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 02/26/1997

POOL NUMBER: 1388 POOL NAME: 1997-2

<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
600058429 CHUNG 100 WINSTON DR. #14JK (N) CLIFFSIDE PARK NJ 7010 $619,354.68
600058430 ADAMS 340 BEACH DRIVE SOUTH LAKE TAHO CA 96150 $377,574.60
600058431 CHING 3407 KAAU STREET HONOLULU HI 96816 $596,310.55
600058432 STONE 5222 KUAIWI PLACE HONOLULU HI 96821 $575,968.44
600058433 AN 7431 NORTH COBBLESTONE RO TUCSON AZ 85718 $543,071.70
600058434 JONES 16124 EAST SHORE DRIVE LYNNWOOD WA 98037 $326,062.30
600058435 FURMAN 810 MARK WEST SPRINGS ROA SANTA ROSA CA 95404 $595,839.66
600058436 HOLLINGSWORTH 737 CHEYENNE DRIVE WALNUT CREEK CA 94598 $301,812.29
600058437 PLUCKHAN 8690 INDIAN HILL COURT ORANGEVALE CA 95662 $410,990.96
600058438 WOO 180 30TH AVENUE SAN FRANCISCO CA 94121 $616,206.81
600058439 VANDERHORST 282 JUNIPERO AVENUE PACIFIC GROVE CA 93950 $303,540.96
600058440 COONS 8 PEPPERWOOD DRIVE SANDY UT 84092 $355,500.00
600058441 GOLDRING 30 VISTA AVENUE AUBURNDALE MA 2166 $483,750.00
600058442 CLARK 4040 AMARANTA AVENUE PALO ALTO CA 94306 $579,257.76

<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
600058429 CHUNG 9.250 .250 9.000 .0450 8.955 12/01/2026
600058430 ADAMS 8.875 .250 8.625 .0450 8.580 12/01/2026
600058431 CHING 8.750 .250 8.500 .0450 8.455 12/01/2026
600058432 STONE 8.750 .250 8.500 .0450 8.455 01/01/2027
600058433 AN 8.375 .250 8.125 .0450 8.080 12/01/2026
600058434 JONES 8.750 .250 8.500 .0450 8.455 01/01/2027
600058435 FURMAN 7.875 .250 7.625 .0450 7.580 01/01/2027
600058436 HOLLINGSWORTH 8.375 .250 8.125 .0450 8.080 01/01/2027
600058437 PLUCKHAN 8.500 .250 8.250 .0450 8.205 10/01/2026
600058438 WOO 8.250 .250 8.000 .0450 7.955 01/01/2027
600058439 VANDERHORST 7.875 .250 7.625 .0450 7.580 01/01/2027
600058440 COONS 8.375 .250 8.125 .0450 8.080 02/01/2027
600058441 GOLDRING 8.750 .250 8.500 .0450 8.455 02/01/2027
600058442 CLARK 8.250 .250 8.000 .0450 7.955 12/01/2026

<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
------ -------------------- --------------- --------- -- -------- ----
<S> <C> <C> <C> <C> <C> <C>
600058429 CHUNG 196450 $5,100.59 02/01/1997 360
600058430 ADAMS 201475 $3,007.54 02/01/1997 360
600058431 CHING 203238 $4,696.60 02/01/1997 360
600058432 STONE 205452 $4,533.75 7 02/01/1997 360
600058433 AN 206012 $4,132.89 02/01/1997 360
600058434 JONES 206391 $2,566.61 02/01/1997 360
600058435 FURMAN 208213 $4,323.23 02/01/1997 360
600058436 HOLLINGSWORTH 209702 $2,295.42 02/01/1997 360
600058437 PLUCKHAN 211206 $3,167.93 02/01/1997 360
600058438 WOO 212041 $4,632.31 02/01/1997 360
600058439 VANDERHORST 212305 $2,202.40 02/01/1997 360
600058440 COONS 212316 $2,702.06 02/01/1997 360
600058441 GOLDRING 212486 $3,805.67 02/01/1997 360
600058442 CLARK 212657 $4,357.35 02/01/1997 360

<CAPTION>
PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # BORROWER CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
------ -------------------- ---- ----- ---- ------ ------ ------ ----- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
600058429 CHUNG $890,000.00 N
600058430 ADAMS $516,000.00 N
600058431 CHING $750,000.00 N
600058432 STONE $677,951.00 N
600058433 AN $725,000.00 N
600058434 JONES $435,000.00 N
600058435 FURMAN $795,000.00 N
600058436 HOLLINGSWORTH $407,000.00 N
600058437 PLUCKHAN $515,000.00 N
600058438 WOO $860,000.00 N
600058439 VANDERHORST $405,000.00 N
600058440 COONS $474,000.00 N
600058441 GOLDRING $647,000.00 N
600058442 CLARK $730,000.00 N

</TABLE>

<PAGE>

(vlegal.ace v1.4) Page 32
RUN DATE: 02/26/1997 PNC MORTGAGE SECURITIES CORP.
TIME: 15:09:56 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 02/26/1997

POOL NUMBER: 1388 POOL NAME: 1997-2

<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
600058443 HANSEN 307 JEFFERS ROAD ENNIS MT 59729 $399,781.51
600058444 DERGOSITS 1456 GRAND AVENUE SAN RAFAEL CA 94901 $539,291.15
600058445 ALVAREZ, JR. 70 HARTORD AVENUE SAN CARLOS CA 94070 $639,138.29
600058446 LOGAN 5463 MARJAN STREET LOS ANGELES CA 90056 $445,729.81
600058447 BLAZER 200 BOWDISH ROAD WHITEFISH MT 59937 $505,665.35
600058448 BOUCHARD 0121 LITTLE TEXAS LANE WOODY CREEK CO 81656 $420,000.00
600058449 BRANDLIN 2632 WESTRIDGE ROAD LOS ANGELES CA 90049 $541,217.74
600058627 JACKSON 19440 BLYTHE ST RESEDA CA 91335 $191,049.96
600058628 PIOMBINO 4751 CADISON ST TORRANCE CA 90503 $210,937.53
600058629 THOMPSON 29920 MULEDEER LN CASTAIC CA 91384 $260,376.19
600058630 JAMMER 3709 OCEAN BLVD BRANT BEACH NJ 08008 $453,638.50
600058631 JAMES 1531 AIDENN LAIR RD MAPLE GLEN PA 19002 $211,230.64
600058632 WORTHING 22310 CIRCLE "J" RANCH RO SANTA CLARI CA 91350 $269,922.04
600058633 BAPTISTE 2205 COLONIAL DR LEAGUE CITY TX 77573 $212,502.85

<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
600058443 HANSEN 9.000 .250 8.750 .0450 8.705 01/01/2027
600058444 DERGOSITS 8.125 .250 7.875 .0450 7.830 12/01/2026
600058445 ALVAREZ, JR. 8.000 .250 7.750 .0450 7.705 12/01/2026
600058446 LOGAN 8.500 .250 8.250 .0450 8.205 01/01/2027
600058447 BLAZER 8.750 .250 8.500 .0450 8.455 12/01/2026
600058448 BOUCHARD 8.625 .250 8.375 .0450 8.330 02/01/2027
600058449 BRANDLIN 7.750 .250 7.500 .0450 7.455 01/01/2027
600058627 JACKSON 10.625 .250 10.375 .0450 10.330 06/01/2020
600058628 PIOMBINO 10.125 .250 9.875 .0450 9.830 07/01/2020
600058629 THOMPSON 10.875 .250 10.625 .0450 10.580 07/01/2020
600058630 JAMMER 10.500 .250 10.250 .0450 10.205 07/01/2020
600058631 JAMES 10.000 .250 9.750 .0450 9.705 01/01/2021
600058632 WORTHING 9.125 .250 8.875 .0450 8.830 05/01/2022
600058633 BAPTISTE 9.750 .250 9.500 .0450 9.455 05/01/2021

<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
------ -------------------- --------------- --------- -- -------- ----
<S> <C> <C> <C> <C> <C> <C>
600058443 HANSEN 212880 $3,218.49 02/01/1997 360
600058444 DERGOSITS 213906 $4,009.48 02/01/1997 360
600058445 ALVAREZ, JR. 213908 $4,696.09 02/01/1997 360
600058446 LOGAN 213937 $3,429.36 02/01/1997 360
600058447 BLAZER 216018 $3,982.67 02/01/1997 360
600058448 BOUCHARD 216456 $3,266.72 02/01/1997 360
600058449 BRANDLIN 219337 $3,880.09 02/01/1997 360
600058627 JACKSON 0217425404 $1,848.20 1 02/01/1997 360
600058628 PIOMBINO 0217439785 $1,972.29 1 02/01/1997 360
600058629 THOMPSON 0217443068 $2,562.78 2 02/01/1997 360
600058630 JAMMER 0217445154 $4,345.01 02/01/1997 360
600058631 JAMES 0217608298 $1,939.43 1 02/01/1997 360
600058632 WORTHING 0220235014 $2,282.43 1 02/01/1997 360
600058633 BAPTISTE 0220352298 $1,914.71 02/01/1997 348

<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>
600058443 HANSEN $556,800.00 N
600058444 DERGOSITS $675,000.00 N
600058445 ALVAREZ, JR. $800,000.00 N
600058446 LOGAN $595,000.00 N
600058447 BLAZER $675,000.00 N
600058448 BOUCHARD $525,000.00 N
600058449 BRANDLIN $677,000.00 N
600058627 JACKSON $267,023.00 N
600058628 PIOMBINO $278,000.00 N
600058629 THOMPSON $302,000.00 Y
600058630 JAMMER $720,024.00 N
600058631 JAMES $340,000.00 N
600058632 WORTHING $335,000.00 N
600058633 BAPTISTE $279,000.00 N

</TABLE>

<PAGE>

(vlegal.ace v1.4) Page 33
RUN DATE: 02/26/1997 PNC MORTGAGE SECURITIES CORP.
TIME: 15:09:56 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 02/26/1997

POOL NUMBER: 1388 POOL NAME: 1997-2

<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
600058634 BROWN JR LOT 790 LAKE RABUN LAKEMONT GA 30552 $586,435.93
600058635 DECKINGER 7099 VALENCIA DRIVE BOCA RATON FL 33433 $286,561.39
600058636 JARVIS 19716 GOLDEN BOUGH DR COVINA AREA CA 91724 $390,309.97
600058637 HOLLWEG 21 YORK LANE LEE NH 03824 $39,916.06
600058638 FAVOR 1412 GREENLAKE DRIVE AURORA IL 60504 $299,855.12
600058639 ALLEN 3027 ST. JOHNS AVENUE JACKSONVILL FL 32205 $222,068.75
600058640 JOAQUIM 5610 NORTH SAGUARO DR. PARADISE VA AZ 85253 $1,393,434.60
600058641 CROSBY 25805 MARSH LANDING PARKW PONTE VEDRA FL 32082 $298,134.01
600058642 SHEFELBINE 2003 WOODLAKE DRIVE ORANGE PARK FL 32073 $214,964.89
600058643 STEPHENS 1448 COURSE VIEW DRIVE ORANGE PARK FL 32073 $244,373.35
600058644 DRAKE 9400 SMITHSON LANE BRENTWOOD TN 37027 $248,067.55
600058645 REYES 10961 CREEKBRIDGE PLACE SAN DIEGO CA 92128 $149,482.09
600058646 JUSTUSSON 4043 STONE HOLLOW WAY DALLAS TX 75287 $215,259.40
600058647 COLLINS 1436 COURSE VIEW DR ORANGE PARK FL 32073 $282,837.36

<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
600058634 BROWN JR 8.625 .250 8.375 .0450 8.330 09/01/2019
600058635 DECKINGER 8.875 .250 8.625 .0450 8.580 03/01/2023
600058636 JARVIS 8.875 .250 8.625 .0450 8.580 09/01/2021
600058637 HOLLWEG 8.875 .250 8.625 .0450 8.580 10/01/2025
600058638 FAVOR 7.000 .250 6.750 .0450 6.705 04/01/2026
600058639 ALLEN 6.875 .250 6.625 .0450 6.580 04/01/2026
600058640 JOAQUIM 9.375 .250 9.125 .0450 9.080 05/01/2026
600058641 CROSBY 7.375 .250 7.125 .0450 7.080 06/01/2026
600058642 SHEFELBINE 8.000 .250 7.750 .0450 7.705 07/01/2026
600058643 STEPHENS 8.000 .250 7.750 .0450 7.705 07/01/2026
600058644 DRAKE 7.750 .250 7.500 .0450 7.455 07/01/2026
600058645 REYES 8.750 .250 8.500 .0450 8.455 07/01/2026
600058646 JUSTUSSON 8.000 .250 7.750 .0450 7.705 07/01/2026
600058647 COLLINS 8.000 .250 7.750 .0450 7.705 08/01/2026

<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
------ -------------------- --------------- --------- -- -------- ----
<S> <C> <C> <C> <C> <C> <C>
600058634 BROWN JR 0220468821 $4,921.67 02/01/1997 331
600058635 DECKINGER 0220661342 $2,353.85 02/01/1997 360
600058636 JARVIS 0320104656 $3,299.21 02/01/1997 360
600058637 HOLLWEG 0450221171 $320.64 02/01/1997 360
600058638 FAVOR 0450372941 $2,011.88 02/01/1997 360
600058639 ALLEN 0450381090 $1,471.53 02/01/1997 360
600058640 JOAQUIM 0450398383 ********* 02/01/1997 360
600058641 CROSBY 0450445838 $2,072.03 02/01/1997 360
600058642 SHEFELBINE 0450459540 $1,584.94 02/01/1997 360
600058643 STEPHENS 0450463567 $1,801.76 02/01/1997 360
600058644 DRAKE 0450467063 $1,791.04 02/01/1997 360
600058645 REYES 0450467915 $1,180.84 2 02/01/1997 360
600058646 JUSTUSSON 0450473509 $1,592.27 12 02/01/1997 360
600058647 COLLINS 0450485628 $2,083.90 02/01/1997 360

<CAPTION>
PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # BORROWER CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
------ -------------------- ---- ----- ---- ------ ------ ------ ----- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
600058634 BROWN JR $900,000.00 N
600058635 DECKINGER $740,000.00 N
600058636 JARVIS $550,000.00 N
600058637 HOLLWEG $155,000.00 N
600058638 FAVOR $378,000.00 N
600058639 ALLEN $280,000.00 N
600058640 JOAQUIM $3,300,000.00 N
600058641 CROSBY $580,185.00 N
600058642 SHEFELBINE $270,000.00 N
600058643 STEPHENS $306,978.00 N
600058644 DRAKE $439,900.00 N
600058645 REYES $158,000.00 N
600058646 JUSTUSSON $249,990.00 N
600058647 COLLINS $377,130.00 N

</TABLE>

<PAGE>

(vlegal.ace v1.4) Page 34
RUN DATE: 02/26/1997 PNC MORTGAGE SECURITIES CORP.
TIME: 15:09:56 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 02/26/1997

POOL NUMBER: 1388 POOL NAME: 1997-2

<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
600058648 VAN CLEAVE 116 CATTAIL CIRCLE JACKSONVILL FL 32259 $235,974.38
600058649 HOWENSTINE 2754 S FRONTAGE ROAD WEST VAIL CO 81657 $317,989.07
600058650 GROSS 4028 TURNBERRY COURT JACKSONVILL FL 32224 $239,365.60
600058651 MARINARO 10 CARPENTER ROAD HOPEWELL JU NY 12533 $199,546.51
600058652 FREEDMAN 800 SOUTH MILL ST, 1 ASPEN CO 81611 $331,422.76
600058653 HODGES 18 RED GATE LANE FRANKLIN MA 02038 $216,360.65
600058654 PRITZLAFF 2330 BALD MOUNTAIN RD VAIL CO 81658 $185,169.07
600058655 DICKSON 1103 E BLUE RIDGE DRIVE ORION MI 48348 $395,725.89
600058656 PALERMO 230 TURKEY HILL ROAD BETHLEHEM NJ 08804 $259,547.92
600058657 MILLER 507 W GALENA AVE PO BOX 2 TELLURIDE CO 81435 $299,436.68
600058658 MARSH 526 HERRMAN AVE RIVER VALE NJ 07675 $224,598.60
600058659 LUNDBERG 2308 SWEENEY ROAD LOMPOC CA 93436 $247,063.79
600058660 ISCH 106 WOODS DRIVE BRECKENRIDG CO 80424 $383,495.92
600058661 ROBBINS 21 W TOWN STREET NORWICH CT 06360 $217,255.22

<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
600058648 VAN CLEAVE 7.875 .250 7.625 .0450 7.580 09/01/2026
600058649 HOWENSTINE 8.625 .250 8.375 .0450 8.330 10/01/2026
600058650 GROSS 8.125 .250 7.875 .0450 7.830 10/01/2026
600058651 MARINARO 8.875 .250 8.625 .0450 8.580 10/01/2026
600058652 FREEDMAN 8.750 .250 8.500 .0450 8.455 11/01/2026
600058653 HODGES 8.000 .250 7.750 .0450 7.705 11/01/2026
600058654 PRITZLAFF 8.625 .250 8.375 .0450 8.330 11/01/2026
600058655 DICKSON 7.875 .250 7.625 .0450 7.580 11/01/2026
600058656 PALERMO 8.750 .250 8.500 .0450 8.455 11/01/2026
600058657 MILLER 8.375 .250 8.125 .0450 8.080 11/01/2026
600058658 MARSH 8.625 .250 8.375 .0450 8.330 11/01/2026
600058659 LUNDBERG 8.750 .250 8.500 .0450 8.455 11/01/2026
600058660 ISCH 8.125 .250 7.875 .0450 7.830 12/01/2026
600058661 ROBBINS 8.875 .250 8.625 .0450 8.580 12/01/2026

<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
------ -------------------- --------------- --------- -- -------- ----
<S> <C> <C> <C> <C> <C> <C>
600058648 VAN CLEAVE 0450520499 $1,716.97 02/01/1997 360
600058649 HOWENSTINE 0450536784 $2,479.21 02/01/1997 360
600058650 GROSS 0450538087 $1,782.00 02/01/1997 360
600058651 MARINARO 0450539812 $1,591.29 02/01/1997 360
600058652 FREEDMAN 0450544994 $2,611.85 3 02/01/1997 360
600058653 HODGES 0450545439 $1,590.81 02/01/1997 360
600058654 PRITZLAFF 0450545900 $1,442.80 02/01/1997 360
600058655 DICKSON 0450552567 $2,875.27 02/01/1997 360
600058656 PALERMO 0450560248 $2,045.43 02/01/1997 360
600058657 MILLER 0450561295 $2,280.22 02/01/1997 360
600058658 MARSH 0450561394 $1,750.03 02/01/1997 360
600058659 LUNDBERG 0450564596 $1,947.09 02/01/1997 360
600058660 ISCH 0450571278 $2,851.19 02/01/1997 360
600058661 ROBBINS 0450571823 $1,730.53 02/01/1997 360

<CAPTION>
PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # BORROWER CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
------ -------------------- ---- ----- ---- ------ ------ ------ ----- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
600058648 VAN CLEAVE $296,000.00 N
600058649 HOWENSTINE $425,000.00 N
600058650 GROSS $300,000.00 N
600058651 MARINARO $307,000.00 N
600058652 FREEDMAN $414,000.00 N
600058653 HODGES $271,760.00 Y
600058654 PRITZLAFF $265,000.00 N
600058655 DICKSON $495,700.00 N
600058656 PALERMO $355,000.00 N
600058657 MILLER $1,175,000.00 N
600058658 MARSH $300,000.00 N
600058659 LUNDBERG $330,000.00 N
600058660 ISCH $486,513.00 N
600058661 ROBBINS $290,000.00 N

</TABLE>

<PAGE>

(vlegal.ace v1.4) Page 35
RUN DATE: 02/26/1997 PNC MORTGAGE SECURITIES CORP.
TIME: 15:09:56 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 02/26/1997

POOL NUMBER: 1388 POOL NAME: 1997-2

<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
600058662 COUGHEY 401 OWLS NEST ROAD GREENVILLE DE 19807 $591,096.29
600058663 MOYLAN 4426 AUCKLAND AVENUE TOLUCA LAKE CA 91602 $334,571.29
600058664 LACHER 3714 E REDFIELD ROAD GILBERT AZ 85233 $229,665.55
600058665 MALAIS 1311 E NANCE STREET MESA AZ 85203 $246,675.76
600058666 FRONCZAK 12 TOULON AVENUE FOOTHILL RA CA 92610 $241,947.79
600058667 KATZ 0230 GOLD FLAKE TERRACE BRECKENRIDG CO 80424 $749,509.40
600058668 NOWMOS 3572 WEST DRIVE BENSALEM PA 19020 $89,550.06
600058669 WIECK 10301 N THORNYDALE ROAD TUCSON AZ 85741 $278,604.88
600058670 ANDERSON 54 VISTA DEL VALLE ALISO VIEJO CA 92656 $216,108.63
600058671 LINDBURG II 9884 COPPER HILL ROAD LADUE MO 63124 $269,636.45
600058672 CURRY 1120 HARRISON AVENUE REDWOOD CIT CA 94062 $299,635.21
600058673 BROFERMAKER 6094 NW 75 COURT PARKLAND FL 33067 $89,884.83
600058674 BAIN 22342 FALLEN LEAF ROAD LAKE FOREST CA 92630 $181,373.45
600058675 FARMER 7656 WATFORD DRIVE WEST BLOOMF MI 48322 $249,823.54

<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
600058662 COUGHEY 7.375 .250 7.125 .0450 7.080 12/01/2026
600058663 MOYLAN 8.250 .250 8.000 .0450 7.955 12/01/2026
600058664 LACHER 8.000 .250 7.750 .0450 7.705 12/01/2026
600058665 MALAIS 8.125 .250 7.875 .0450 7.830 12/01/2026
600058666 FRONCZAK 8.375 .250 8.125 .0450 8.080 12/01/2026
600058667 KATZ 8.125 .250 7.875 .0450 7.830 01/01/2027
600058668 NOWMOS 8.250 .250 8.000 .0450 7.955 12/01/2026
600058669 WIECK 7.750 .250 7.500 .0450 7.455 12/01/2026
600058670 ANDERSON 8.000 .250 7.750 .0450 7.705 12/01/2026
600058671 LINDBURG II 8.000 .250 7.750 .0450 7.705 12/01/2026
600058672 CURRY 8.500 .250 8.250 .0450 8.205 12/01/2026
600058673 BROFERMAKER 8.250 .250 8.000 .0450 7.955 12/01/2026
600058674 BAIN 8.375 .250 8.125 .0450 8.080 12/01/2026
600058675 FARMER 7.750 .250 7.500 .0450 7.455 01/01/2027

<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
------ -------------------- --------------- --------- -- -------- ----
<S> <C> <C> <C> <C> <C> <C>
600058662 COUGHEY 0450573217 $4,088.80 02/01/1997 360
600058663 MOYLAN 0450575303 $2,516.75 02/01/1997 360
600058664 LACHER 0450575402 $1,687.66 02/01/1997 360
600058665 MALAIS 0450575717 $1,833.97 2 02/01/1997 360
600058666 FRONCZAK 0450576822 $1,841.28 12 02/01/1997 360
600058667 KATZ 0450578695 $5,568.73 02/01/1997 360
600058668 NOWMOS 0450581467 $675.39 02/01/1997 360
600058669 WIECK 0450582366 $1,998.80 2 02/01/1997 360
600058670 ANDERSON 0450584081 $1,587.87 12 02/01/1997 360
600058671 LINDBURG II 0450586276 $1,981.17 02/01/1997 360
600058672 CURRY 0450587761 $2,306.75 02/01/1997 360
600058673 BROFERMAKER 0450588686 $676.14 02/01/1997 360
600058674 BAIN 0450589668 $1,380.30 02/01/1997 360
600058675 FARMER 0450592399 $1,791.04 02/01/1997 360

<CAPTION>
PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # BORROWER CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
------ -------------------- ---- ----- ---- ------ ------ ------ ----- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
600058662 COUGHEY $740,000.00 N
600058663 MOYLAN $480,000.00 N
600058664 LACHER $311,165.00 N
600058665 MALAIS $260,000.00 N
600058666 FRONCZAK $255,000.00 N
600058667 KATZ $1,000,000.00 N
600058668 NOWMOS $139,900.00 N
600058669 WIECK $310,000.00 N
600058670 ANDERSON $227,798.00 Y
600058671 LINDBURG II $440,000.00 N
600058672 CURRY $472,000.00 N
600058673 BROFERMAKER $213,111.00 N
600058674 BAIN $227,000.00 N
600058675 FARMER $365,340.00 N

</TABLE>

<PAGE>

(vlegal.ace v1.4) Page 36
RUN DATE: 02/26/1997 PNC MORTGAGE SECURITIES CORP.
TIME: 15:09:56 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 02/26/1997

POOL NUMBER: 1388 POOL NAME: 1997-2

<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
600058676 MULGREW 5305 GREENRIDGE ROAD CASTRO VALL CA 94552 $216,684.87
600058677 STARK 12129 SALIX WAY SAN DIEGO CA 92129 $274,311.09
600058678 BOULIANNE 6081 JOHN MUIR ROAD HIDDEN HILL CA 91302 $985,604.85
600058679 BELLIN 17231 SW 12 STREET PEMBROKE PI FL 33029 $247,465.88
600058680 LAROSA 6 WILLOW BEND ROAD COTO DE CAZ CA 92679 $311,590.79
600058681 NOVAK 21 STORMWATCH CR SILVERTHORN CO 80498 $299,808.70
600058682 REUVENI 492 FORDHAM PL. PARAMUS NJ 07652 $287,816.35
600058683 BONBRAKE 7431 NORTH MICHELLE PLACE TUCSON AZ 85704 $216,834.88
600058684 RANSBOTTOM JR 8175 BURNT OAK TRAIL FRANKTOWN CO 80116 $302,796.69
600058685 WALLACE JR 3819 CLINTONVILLE RD WATERFORD MI 48329 $287,297.08
600058686 SASSON 30 SPRUCE DRIVE HOLLAND PA 18966 $367,740.27
600058687 MELESKO JR 2904 HUNT VALLEY DRIVE GLENWOOD MD 21738 $359,758.44
600058688 EXELBY 12334 N 58TH DRIVE GLENDALE AZ 85304 $99,934.58
600058689 RENNEBOHM 428 G LOOP ROAD BOW WA 98232 $216,854.40

<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
600058676 MULGREW 7.625 .250 7.375 .0450 7.330 12/01/2026
600058677 STARK 7.875 .250 7.625 .0450 7.580 01/01/2027
600058678 BOULIANNE 8.125 .250 7.875 .0450 7.830 01/01/2027
600058679 BELLIN 7.750 .250 7.500 .0450 7.455 01/01/2017
600058680 LAROSA 8.000 .250 7.750 .0450 7.705 01/01/2027
600058681 NOVAK 8.250 .250 8.000 .0450 7.955 01/01/2027
600058682 REUVENI 8.250 .250 8.000 .0450 7.955 01/01/2027
600058683 BONBRAKE 7.375 .250 7.125 .0450 7.080 01/01/2027
600058684 RANSBOTTOM JR 8.000 .250 7.750 .0450 7.705 01/01/2027
600058685 WALLACE JR 7.750 .250 7.500 .0450 7.455 01/01/2027
600058686 SASSON 7.750 .250 7.500 .0450 7.455 01/01/2027
600058687 MELESKO JR 8.000 .250 7.750 .0450 7.705 01/01/2027
600058688 EXELBY 8.125 .250 7.875 .0450 7.830 01/01/2027
600058689 RENNEBOHM 8.000 .250 7.750 .0450 7.705 01/01/2027

<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
------ -------------------- --------------- --------- -- -------- ----
<S> <C> <C> <C> <C> <C> <C>
600058676 MULGREW 0450593090 $1,535.92 02/01/1997 360
600058677 STARK 0450593454 $1,990.32 02/01/1997 360
600058678 BOULIANNE 0450593660 $7,322.88 02/01/1997 360
600058679 BELLIN 0450593819 $2,035.14 02/01/1997 240
600058680 LAROSA 0450595269 $2,287.88 12 02/01/1997 360
600058681 NOVAK 0450596796 $2,253.80 02/01/1997 360
600058682 REUVENI 0450598636 $2,163.65 02/01/1997 360
600058683 BONBRAKE 0450599519 $1,498.77 02/01/1997 360
600058684 RANSBOTTOM JR 0450599543 $2,223.31 02/01/1997 360
600058685 WALLACE JR 0450599857 $2,059.69 02/01/1997 360
600058686 SASSON 0450601232 $2,636.40 02/01/1997 360
600058687 MELESKO JR 0450601992 $2,641.56 02/01/1997 360
600058688 EXELBY 0450602214 $742.50 02/01/1997 360
600058689 RENNEBOHM 0450602354 $1,592.27 02/01/1997 360

<CAPTION>
PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # BORROWER CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
------ -------------------- ---- ----- ---- ------ ------ ------ ----- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
600058676 MULGREW $323,000.00 N
600058677 STARK $350,000.00 N
600058678 BOULIANNE $1,315,000.00 N
600058679 BELLIN $309,900.00 N
600058680 LAROSA $328,263.00 N
600058681 NOVAK $500,000.00 N
600058682 REUVENI $360,000.00 N
600058683 BONBRAKE $307,000.00 N
600058684 RANSBOTTOM JR $385,000.00 N
600058685 WALLACE JR $477,500.00 N
600058686 SASSON $460,000.00 N
600058687 MELESKO JR $481,722.00 N
600058688 EXELBY $215,765.00 N
600058689 RENNEBOHM $370,000.00 N

</TABLE>

<PAGE>

(vlegal.ace v1.4) Page 37
RUN DATE: 02/26/1997 PNC MORTGAGE SECURITIES CORP.
TIME: 15:09:56 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 02/26/1997

POOL NUMBER: 1388 POOL NAME: 1997-2

<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
600058690 ALEXANDER 1043 CAMINO DEL RETIRO SANTA BARBA CA 93110 $291,454.30
600058691 JOBSE 43 WATCH HILL DRIVE SCITUATE MA 02066 $291,804.07
600058692 WOOD 3207 ESPACIO STREET FARMINGTON NM 87401 $187,877.02
600058693 LADAO 1368 HAVENWOOD DRIVE SAN JOSE CA 95132 $215,869.14
600058694 MONGE JR 39542 BENAVENTE PLACE FREMONT CA 94539 $299,818.25
600058695 BARNETT 176 CLUB COURSE DRIVE HILTON HEAD SC 29938 $299,813.53
600058696 PARTRIDGE 13510 ELENA GALLEGOS PLA ALBUQUERQUE NM 87111 $234,838.27
600058697 QURESHY 7923 HEATHER DALE COURT SUGAR LAND TX 77479 $232,839.64
600058698 KASSMAN 6501 N PLACITA ALTA REPOS TUCSON AZ 85750 $355,755.00
600058699 CAIL 56 BERKELEY ST READING MA 01867 $278,322.41
600058700 HALLAGAN 3666 STOUTES CREEK ROAD BLOOMINGTON IN 47404 $349,258.33
600058701 TRAN 1817 N CALIFORNIA STREET BURBANK CA 91505 $205,971.90
600058702 AGUILAR 25 FRANKLIN DRIVE BELLE MEAD NJ 08502 $315,798.49
600058703 POTTGEN 305 OCEAN PALMS COURT KIAWAH ISLA SC 29455 $623,631.27

<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
600058690 ALEXANDER 8.000 .250 7.750 .0450 7.705 01/01/2027
600058691 JOBSE 8.000 .250 7.750 .0450 7.705 01/01/2027
600058692 WOOD 8.125 .250 7.875 .0450 7.830 01/01/2027
600058693 LADAO 8.500 .250 8.250 .0450 8.205 01/01/2027
600058694 MONGE JR 8.500 .250 8.250 .0450 8.205 01/01/2027
600058695 BARNETT 8.375 .250 8.125 .0450 8.080 01/01/2027
600058696 PARTRIDGE 7.875 .250 7.625 .0450 7.580 01/01/2027
600058697 QURESHY 7.875 .250 7.625 .0450 7.580 01/01/2027
600058698 KASSMAN 7.875 .250 7.625 .0450 7.580 01/01/2027
600058699 CAIL 8.250 .250 8.000 .0450 7.955 01/01/2027
600058700 HALLAGAN 8.000 .250 7.750 .0450 7.705 01/01/2027
600058701 TRAN 8.375 .250 8.125 .0450 8.080 01/01/2027
600058702 AGUILAR 8.250 .250 8.000 .0450 7.955 01/01/2027
600058703 POTTGEN 8.000 .250 7.750 .0450 7.705 01/01/2027

<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
------ -------------------- --------------- --------- -- -------- ----
<S> <C> <C> <C> <C> <C> <C>
600058690 ALEXANDER 0450602651 $2,140.03 02/01/1997 360
600058691 JOBSE 0450602867 $2,142.60 02/01/1997 360
600058692 WOOD 0450602933 $1,395.90 02/01/1997 360
600058693 LADAO 0450603303 $1,660.86 12 02/01/1997 360
600058694 MONGE JR 0450603980 $2,306.75 02/01/1997 360
600058695 BARNETT 0450604608 $2,280.22 02/01/1997 360
600058696 PARTRIDGE 0450606116 $1,703.92 02/01/1997 360
600058697 QURESHY 0450606249 $1,689.42 2 02/01/1997 360
600058698 KASSMAN 0450606371 $2,581.25 02/01/1997 360
600058699 CAIL 0450606538 $2,092.28 02/01/1997 360
600058700 HALLAGAN 0450606843 $2,568.18 02/01/1997 360
600058701 TRAN 0450606876 $1,566.51 12 02/01/1997 360
600058702 AGUILAR 0450607122 $2,374.01 02/01/1997 360
600058703 POTTGEN 0450607668 $4,579.06 02/01/1997 360

<CAPTION>
PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # BORROWER CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
------ -------------------- ---- ----- ---- ------ ------ ------ ----- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
600058690 ALEXANDER $845,000.00 N
600058691 JOBSE $365,000.00 N
600058692 WOOD $235,000.00 N
600058693 LADAO $240,000.00 N
600058694 MONGE JR $429,000.00 N
600058695 BARNETT $375,000.00 N
600058696 PARTRIDGE $445,000.00 N
600058697 QURESHY $245,310.00 N
600058698 KASSMAN $475,000.00 N
600058699 CAIL $485,000.00 N
600058700 HALLAGAN $500,000.00 N
600058701 TRAN $225,000.00 N
600058702 AGUILAR $488,000.00 N
600058703 POTTGEN $891,500.00 N

</TABLE>

<PAGE>

(vlegal.ace v1.4) Page 38
RUN DATE: 02/26/1997 PNC MORTGAGE SECURITIES CORP.
TIME: 15:09:56 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 02/26/1997

POOL NUMBER: 1388 POOL NAME: 1997-2

<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
600058704 HAITZ 29 HUTTON DRIVE MAHWAH NJ 07430 $274,524.64
600058705 SOUCY 129 ATLANTIC AVENUE SEABROOK NH 03874 $545,660.63
600058706 BARBIERI 94 REDMONT ROAD STAMFORD CT 06903 $314,799.14
600058707 TAYLOR JR 5817 HARDWICK DRIVE GLEN ALLEN VA 23060 $234,834.14
600058708 BRADLEY 11709 VAIL COURT SAN DIEGO CA 92119 $239,838.96
600058709 ATKINS 6508 W OCEAN FRONT NEWPORT BEA CA 92663 $577,215.94
600058710 HAMILTON 1164 TRUMAN PARKWAY MILTON MA 02186 $349,782.45
600058711 KAYLOR 1041 DEL HAVEN DRIVE DELRAY BEAC FL 33483 $334,275.55
600058712 WILLIAMS 9902 WIND RIVER RUN MCCORDSVILL IN 46055 $277,168.57
600058713 WALKER 10541 N AERONCA LANE MC CORDSVIL IN 46055 $259,838.39
600058714 FRY 9 HARVESTON MISSION VIE CA 92692 $225,013.60
600058715 DRAGO 462 NE 21 AVENUE DEERFIELD B FL 33441 $506,715.77
600058716 DEBELLIS 34-15 LINWOOD RD FAIR LAWN NJ 07410 $241,042.22
600058717 ROOS 493 ORCHARD HILLS DRIVE ANN ARBOR MI 48104 $296,815.39

<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
600058704 HAITZ 8.250 .250 8.000 .0450 7.955 01/01/2027
600058705 SOUCY 8.375 .250 8.125 .0450 8.080 01/01/2027
600058706 BARBIERI 8.250 .250 8.000 .0450 7.955 01/01/2027
600058707 TAYLOR JR 7.750 .250 7.500 .0450 7.455 01/01/2027
600058708 BRADLEY 8.000 .250 7.750 .0450 7.705 01/01/2027
600058709 ATKINS 9.500 .250 9.250 .0450 9.205 01/01/2027
600058710 HAMILTON 8.375 .250 8.125 .0450 8.080 01/01/2027
600058711 KAYLOR 8.000 .250 7.750 .0450 7.705 01/01/2027
600058712 WILLIAMS 8.125 .250 7.875 .0450 7.830 01/01/2027
600058713 WALKER 8.375 .250 8.125 .0450 8.080 01/01/2027
600058714 FRY 8.500 .250 8.250 .0450 8.205 01/01/2027
600058715 DRAGO 8.875 .250 8.625 .0450 8.580 01/01/2027
600058716 DEBELLIS 8.125 .250 7.875 .0450 7.830 01/01/2027
600058717 ROOS 8.375 .250 8.125 .0450 8.080 01/01/2027

<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
------ -------------------- --------------- --------- -- -------- ----
<S> <C> <C> <C> <C> <C> <C>
600058704 HAITZ 0450608039 $2,065.99 02/01/1997 360
600058705 SOUCY 0450608369 $4,150.00 02/01/1997 360
600058706 BARBIERI 0450608526 $2,366.49 02/01/1997 360
600058707 TAYLOR JR 0450609136 $1,683.57 02/01/1997 360
600058708 BRADLEY 0450609250 $1,761.04 2 02/01/1997 360
600058709 ATKINS 0450609383 $4,855.94 02/01/1997 360
600058710 HAMILTON 0450609615 $2,660.26 02/01/1997 360
600058711 KAYLOR 0450609789 $2,454.45 02/01/1997 360
600058712 WILLIAMS 0450610324 $2,059.32 12 02/01/1997 360
600058713 WALKER 0450610332 $1,976.19 02/01/1997 360
600058714 FRY 0450610621 $1,731.21 2 02/01/1997 360
600058715 DRAGO 0450611991 $4,033.92 02/01/1997 360
600058716 DEBELLIS 0450612361 $1,790.91 02/01/1997 360
600058717 ROOS 0450612528 $2,257.42 12 02/01/1997 360

<CAPTION>
PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # BORROWER CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
------ -------------------- ---- ----- ---- ------ ------ ------ ----- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
600058704 HAITZ $568,000.00 N
600058705 SOUCY $800,000.00 N
600058706 BARBIERI $425,000.00 N
600058707 TAYLOR JR $314,000.00 N
600058708 BRADLEY $252,641.00 N
600058709 ATKINS $770,000.00 N
600058710 HAMILTON $475,000.00 N
600058711 KAYLOR $660,000.00 N
600058712 WILLIAMS $308,174.00 N
600058713 WALKER $325,000.00 N
600058714 FRY $237,000.00 N
600058715 DRAGO $1,050,000.00 N
600058716 DEBELLIS $321,000.00 N
600058717 ROOS $350,000.00 N

</TABLE>

<PAGE>

(vlegal.ace v1.4) Page 39
RUN DATE: 02/26/1997 PNC MORTGAGE SECURITIES CORP.
TIME: 15:09:56 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 02/26/1997

POOL NUMBER: 1388 POOL NAME: 1997-2

<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
600058718 WAHIB 2292 GREEN RIVER DRIVE CHULA VISTA CA 91915 $239,162.32
600058719 BOCCHINO 132 WILDWOOD RD SOUTHHAMPTO NY 11963 $147,213.03
600058720 LOWE 8114 SARGENT RIDGE INDIANAPOLI IN 46256 $303,561.20
600058721 MARZOLF 12600 COYOTE VALLEY ROAD SALIDA CO 81201 $443,694.44
600058722 RODRIGUEZ 18344-46 ROSLIN AVENUE TORRANCE CA 90504 $318,796.58
600058723 MORRIS 10397 MORNING DEW LANE MECHANICSVI VA 23111 $224,845.15
600058724 THOMAS 5256 REMUDA COURT SHINGLE SPR CA 95682 $251,289.66
600058725 TADEWALDT 9200 BOWEN CENTERS ROAD YREKA CA 96097 $356,004.83
600058726 BLUME 6976 MIMOSA DRIVE CARLSBAD CA 92009 $339,771.87
600058727 GERAGI 4188 NW 53 STREET BOCA RATON FL 33496 $337,505.53
600058728 BROWN 11542 DISCOVERY HTS CIRCL ANCHORAGE AK 99515 $405,741.10
600058729 PASCUCCI 2154 N DUCK LAKE ROAD HIGHLAND MI 48356 $299,813.53
600058730 WIKFORS 104 SEYMOUR ROAD WOODBRIDGE CT 06525 $284,000.00
600058731 HUBER 743 HEMINGWAY DRIVE, LOT AMBLER PA 19002 $320,000.00

<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
600058718 WAHIB 8.750 .250 8.500 .0450 8.455 01/01/2027
600058719 BOCCHINO 8.625 .250 8.375 .0450 8.330 01/01/2027
600058720 LOWE 8.375 .250 8.125 .0450 8.080 01/01/2027
600058721 MARZOLF 7.875 .250 7.625 .0450 7.580 01/01/2027
600058722 RODRIGUEZ 8.250 .250 8.000 .0450 7.955 01/01/2027
600058723 MORRIS 7.875 .250 7.625 .0450 7.580 01/01/2027
600058724 THOMAS 8.250 .250 8.000 .0450 7.955 01/01/2027
600058725 TADEWALDT 7.875 .250 7.625 .0450 7.580 01/01/2027
600058726 BLUME 8.000 .250 7.750 .0450 7.705 01/01/2027
600058727 GERAGI 8.750 .250 8.500 .0450 8.455 01/01/2027
600058728 BROWN 8.250 .250 8.000 .0450 7.955 01/01/2027
600058729 PASCUCCI 8.375 .250 8.125 .0450 8.080 01/01/2027
600058730 WIKFORS 7.500 .250 7.250 .0450 7.205 02/01/2027
600058731 HUBER 8.250 .250 8.000 .0450 7.955 02/01/2027

<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
------ -------------------- --------------- --------- -- -------- ----
<S> <C> <C> <C> <C> <C> <C>
600058718 WAHIB 0450612940 $1,882.58 2 02/01/1997 360
600058719 BOCCHINO 0450613047 $1,145.69 02/01/1997 360
600058720 LOWE 0450613823 $2,308.72 02/01/1997 360
600058721 MARZOLF 0450614367 $3,219.31 02/01/1997 360
600058722 RODRIGUEZ 0450615042 $2,396.55 12 02/01/1997 360
600058723 MORRIS 0450615117 $1,631.41 12 02/01/1997 360
600058724 THOMAS 0450615554 $1,889.06 02/01/1997 360
600058725 TADEWALDT 0450616396 $2,583.06 02/01/1997 360
600058726 BLUME 0450616438 $2,494.80 02/01/1997 360
600058727 GERAGI 0450617469 $2,659.05 02/01/1997 360
600058728 BROWN 0450617600 $3,050.15 02/01/1997 360
600058729 PASCUCCI 0450618285 $2,280.22 02/01/1997 360
600058730 WIKFORS 0450618723 $1,985.77 02/01/1997 360
600058731 HUBER 0450619986 $2,404.06 02/01/1997 360

<CAPTION>
PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # BORROWER CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
------ -------------------- ---- ----- ---- ------ ------ ------ ----- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
600058718 WAHIB $265,900.00 Y
600058719 BOCCHINO $225,000.00 N
600058720 LOWE $405,000.00 N
600058721 MARZOLF $610,000.00 N
600058722 RODRIGUEZ $360,000.00 N
600058723 MORRIS $252,201.00 N
600058724 THOMAS $315,000.00 N
600058725 TADEWALDT $475,000.00 N
600058726 BLUME $425,000.00 N
600058727 GERAGI $450,000.00 N
600058728 BROWN $580,000.00 N
600058729 PASCUCCI $415,000.00 N
600058730 WIKFORS $360,000.00 N
600058731 HUBER $436,028.00 N

</TABLE>

<PAGE>

(vlegal.ace v1.4) Page 40
RUN DATE: 02/26/1997 PNC MORTGAGE SECURITIES CORP.
TIME: 15:09:56 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 02/26/1997

POOL NUMBER: 1388 POOL NAME: 1997-2

<TABLE>
<CAPTION>
SCHEDULED
LOAN # BORROWER STREET ADDRESS CITY STATE ZIP BALANCE
------ -------------------- -------------------- --------------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
600058732 BRUMOND 14 BUCKINGHAM COURT HAZLET NJ 07730 $220,000.00
600058733 ELLIOTT 160 SE ALAMANDA WAY STUART FL 34994 $249,350.00
600058734 BIHR 1 WALLABY COURT LAFAYETTE CA 94549 $335,250.00
600058735 SALIMBENE 129 WILLOW GROVE DRIVE LINCROFT NJ 07738 $512,000.00

<CAPTION>
INTEREST LNDR NET MGMT PC SCHEDULED
LOAN # BORROWER RATE FEE RATE FEE RATE MATURITY
------ -------------------- -------- ----- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
600058732 BRUMOND 8.625 .250 8.375 .0450 8.330 02/01/2027
600058733 ELLIOTT 9.000 .250 8.750 .0450 8.705 02/01/2027
600058734 BIHR 8.625 .250 8.375 .0450 8.330 02/01/2027
600058735 SALIMBENE 8.500 .250 8.250 .0450 8.205 02/01/2027

<CAPTION>
MI INTEREST LOAN
LOAN # BORROWER S/S LOAN # P & I PMT CO PAID-TO TERM
------ -------------------- --------------- --------- -- -------- ----
<S> <C> <C> <C> <C> <C> <C>
600058732 BRUMOND 0450623012 $1,711.14 12 02/01/1997 360
600058733 ELLIOTT 0450624234 $2,006.33 2 02/01/1997 360
600058734 BIHR 0450626015 $2,607.55 02/01/1997 360
600058735 SALIMBENE 0450628458 $3,936.84 02/01/1997 360

<CAPTION>
PER LIFE LIFE GROSS NET CERT. PROP BUYDOWN
LOAN # BORROWER CAP FLOOR CAP MARGIN MARGIN MARGIN VALUE TYPE
------ -------------------- ---- ----- ---- ------ ------ ------ ----- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
600058732 BRUMOND $260,000.00 N
600058733 ELLIOTT $262,500.00 N
600058734 BIHR $459,000.00 N
600058735 SALIMBENE $640,000.00 N

</TABLE>

<PAGE>

(vlegal.ace v1.4) Page 41
RUN DATE: 02/26/1997 PNC MORTGAGE SECURITIES CORP.
TIME: 15:09:56 LEGAL LOAN LISTING
REQUESTED STATUS AS OF 02/26/1997

POOL NUMBER: 1388 POOL NAME: 1997-2

<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>

</TABLE>

<TABLE>
<CAPTION>
LOAN # OF CURRENT PROPERTY ORIG LOAN
COUNT BUYDOWN BALANCE VALUE AMOUNT P & I
** POOL ----- ------- ------- --------- --------- -----
<S> <C> <C> <C> <C> <C> <C>
** TOTAL 550 4 177,376,357.45 240,576,432.81 177,750,050.00 1,316,489.32

</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

E-1

<PAGE>

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 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.

E-2

<PAGE>

Any forbearance or delay by Buyer in exercising such rights shall not be deemed
a waiver of and shall not preclude the exercise of any such right. Upon
termination by Buyer of this Contract for any reason other than a failure of
Seller to meet the eligibility requirements as set forth in the Guides as
determined by Buyer, Seller shall be compensated for such termination in the
amount specified in the Servicing Guide.

12. ATTORNEY'S FEES. In the event of a dispute arising from or
concerning an obligation of the Seller or Buyer under this Contract which
results in litigation of the issue, the prevailing party to such litigation
shall be indemnified by the other party for all costs and expenses in bringing
or defending such action.

13. OFFSET. Buyer shall have the right to offset amounts due from
Seller against the purchase price to be paid for the acquisition of mortgages.
Amounts due which may be offset include but are not limited to past due pair-off
fees and funds for the repurchase of mortgages which are subject to an
outstanding repurchase demand.

14. NOTICE. Any notice required or permitted hereunder shall be in
writing and shall be sent to Seller at its address shown under its signature
below or to such other address Seller may designate in writing or to Buyer at 75
North Fairway Drive, Vernon Hills, Illinois 60061 or to such other address
designated by Buyer in writing, by certified mail, return receipt requested,
postage prepaid.

15. PRIOR AGREEMENTS. This Contract supersedes any prior agreements
and understandings between Buyer and Seller governing the subject matter hereof;
provided, however, that Seller shall not be released from any responsibility or
liability that may have arisen under such agreements and understandings.

16. GOVERNING LAW. This Contract is made in the State of Illinois
and shall be governed by the law of such state.

17. USE OF TERM "SELLER". Wherever the term "Seller" is used in this
contract in a context involving loan administration, servicing, and accounting
obligations, such term shall be deemed to mean "Servicer" as is used in the
Buyer's Servicing Guide.

18. EFFECTIVE DATE OF CONTRACT. This contract is not effective until
it is accepted by Buyer. An executed copy of the Contract will be returned to
the Seller.

19. STATUS OF PARTIES. Seller and Buyer each represent, warrant and
agree that as of the date of this Contract: (i) each party is duly organized,
validly existing and in good legal standing under the laws of its jurisdiction
of organization, and has the requisite power and authority to enter into this
contract and agreements to which both are parties as contemplated by this
Contract; (ii) this Contract has been duly authorized executed and delivered to
both parties and constitutes a valid and legally binding agreement of each
party, enforceable in accordance with its terms; (iii) there is no action,
proceeding or investigation pending or threatened, nor any basis therefore known
to either party that questions the validity or prospective validity of this
Contract insofar as the Contract relates to either party, or any essential
element upon which this Contract depends, or any action to be taken by either
party pursuant to this Contract; and (iv) insofar as either party's capacity to
carry out any obligation under this Contract is concerned, neither party will be
in violation of any provision of any charter, certificate of incorporation,
by-law, mortgage, indenture, indebtedness, agreement, instrument, judgment,
decree, order, statute, rule, or regulation, and there is no such provision that
adversely affects either party's capacity to carry out any such obligation.
Seller's and Buyer's execution of, and performance pursuant to, this Contract
will not result in any such violation. At all times Seller shall act as an
independent contractor.

E-3

<PAGE>

IN WITNESS WHEREOF, the parties have executed this Contract by proper
officials duly authorized on the dates hereinafter set forth. This Contract
shall take effect as of the date of its execution in original or facsimile
signature by a duly authorized officer of the Buyer.

- --------------------------- --------------------------------------
Name of Seller Seller I.D. number

- --------------------------- --------------------------------------
Type of Organization Organized under laws of

- ------------------------------------------------------------------------------
Principal place of business: street address, city, state, zip code

- ------------------------------------------------------------------------------
Typed name and title of Seller's authorized officer

- -------------------------- --------------------------------------
Signature of Seller's Date
authorized officer

Agreed to and accepted by PNC MORTGAGE SECURITIES CORP.

- -----------------------------------------------------------------------------
Typed name and title of authorized representative

- -------------------------- -------------------------------------
Signature of authorized Date
representative

E-4

<PAGE>

Exhibit F

FORM OF TRANSFEROR CERTIFICATE FOR
CLASS B-4, CLASS B-5 AND CLASS B-6 CERTIFICATES

[Date]

First Bank National Association, as Trustee
180 East 5th Street, SPFT0210
St. Paul, MN 55101

Re: PURCHASE OF PNC MORTGAGE SECURITIES CORP. MORTGAGE PASS-THROUGH
CERTIFICATES SERIES 1997-2, CLASS [B-4] [B-5] [B-6] (the
"Certificates")

Ladies and Gentlemen:

In connection with our disposition of the above Certificates we certify
that (a) we understand the Certificates have not been registered under the
Securities Act of 1933, as amended (the "Act") and are being disposed by us in a
transaction that is exempt from the registration requirements of the Act, and
(b) we have not offered or sold any certificates to, or solicited offers to buy
any Certificates from, any person, or otherwise approached or negotiated with
any person with respect thereto, or taken any other action which would result in
a violation of Section 5 of the Act.

Very truly yours,

[Name of Transferor]

By:
----------------------------
Authorized Officer

F-1

<PAGE>

Exhibit G

FORM OF TRANSFEREE"S AGREEMENT FOR
CLASS B-4, CLASS B-5 AND CLASS B-6 CERTIFICATES

[Date]

First Bank National Association
180 East 5th Street, SPFT0210
St. Paul, MN 55101

PNC Mortgage Securities Corp.
75 N. Fairway Drive
Vernon Hills, Illinois 60061

The undersigned (the "Purchaser") proposes to purchase [Class B-4]
[Class B-5] [Class B-6] Certificates evidencing an undivided interest in PNC
Mortgage Securities Corp. Mortgage Pass-Through Certificates, Series 1997-2 (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 February 1, 1997 (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 1997-2.

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 1997-2
(THE "TRUST") [CLASS B-4] [CLASS B-5] [CLASS B-6]
CERTIFICATES (THE "PURCHASED CERTIFICATES")

Under penalties of perjury, I, _____________________, declare that, to
the best of my knowledge and belief, the following representations are true,
correct and complete; and

1. That I am the _______________ of __________________ (the
"Purchaser"), whose taxpayer identification number is ___________, and on
behalf of which I have the authority to make this affidavit.

2. That the Purchaser is acquiring a Purchased Certificate
representing an interest in the Trust.

3. That the Purchaser (i) is not an employee benefit plan or other
plan or arrangement subject to the prohibited transaction provisions of the
Employee Retirement Income Security Act of 1974, as amended ("ERISA") or Section
4975 of the Internal Revenue Code of 1986, as amended (the "Code"), or
comparable provisions of any subsequent enactments (a "Plan"), a trustee of any
Plan, or any other Person who is using the "plan assets" of any Plan to effect
such acquisition, (ii) has provided a "Benefit Plan Opinion" satisfactory to PNC
Mortgage Securities Corp. (the "Company") and the Trustee of the Trust or (iii)
is an insurance company, the source of funds to be used by it to purchase the
Purchased Certificates is an "insurance company general account" (within the
meaning of Department of Labor Prohibited Transaction Class Exemption ("PTCE")
95-60), and the purchase is being made in reliance upon the availability of the
exemptive relief afforded under Section III of PTCE 95-60. A Benefit Plan
Opinion is an opinion of counsel to the effect that the proposed transfer (a) is
permissible under applicable law, (b) will not constitute or result in a
non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of
the Code, and (c) will not subject the Trustee, the Master Servicer or the
Company to any obligation or liability (including obligations or liabilities
under Section 406 of ERISA or Section 4975 of the Code) in addition to those
undertaken in this Agreement, which Benefit Plan Opinion shall not be an expense
of the Trustee, the Master Servicer or the Company.

IN WITNESS WHEREOF, the Purchaser has caused this instrument to be
duly executed on its behalf, by its duly authorized officer this _____ day of
__________________, 199__.

[Purchaser]

By:

Its:

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

CERTIFICATE GUARANTY INSURANCE POLICY

OBLIGATIONS: $10,000,000 POLICY NUMBER: 23247
PNC Mortgage Securities Corp.
Mortgage Pass-Through Certificates, Series 1997-2
Class A-3 Certificates

MBIA Insurance Corporation (the "Insurer"), in consideration of the payment
of the premium and subject to the terms of this Certificate Guaranty Insurance
Policy (this "Policy"), hereby unconditionally and irrevocably guarantees to any
Owner that an amount equal to each full and complete Insured Payment will be
received from the Insurer by First Bank National Association, or its successor,
as trustee for the Owners (the "Trustee"), on behalf of the Owners, for
distribution by the Trustee to each Owner of each Owner's share of the Insured
Payment. The Insurer's obligations hereunder with respect to a particular
Insured Payment shall be discharged to the extent funds equal to the applicable
Insured Payment are received by the Trustee, whether or not such funds are
properly applied by the Trustee. Insured Payments shall be made only at the
time set forth in this Policy and no accelerated Insured Payments shall be made
regardless of any acceleration of the Obligations, unless such acceleration is
at the sole option of the Insurer. This Policy does not provide credit
enhancement for any Class of Certificates other than the Obligations

Notwithstanding the foregoing paragraph, this Policy does not cover
shortfalls, if any, attributable to the liability of the Trust, the REMIC or the
Trustee for withholding taxes, if any (including interest and penalties in
respect of any such liability).

The Insurer will pay any Insured Payment that is a Preference Amount on the
Business Day following receipt on a Business Day by the Fiscal Agent (as
described below) of (i) a certified copy of the order requiring the return of a
preference payment, (ii) an opinion of counsel satisfactory to the Insurer that
such order is final and not subject to appeal, (iii) an assignment in such form
as is reasonably required by the Insurer, irrevocably assigning to the Insurer
all rights and claims of the Owner relating to or arising under the Obligations
against the debtor which made such preference payment or otherwise with respect
to such preference payment and (iv) appropriate instruments to effect the
appointment of the Insurer as agent for such Owner in any legal proceeding
related to such preference payment, such instruments being in a form
satisfactory to the Insurer, provided that if such documents are received after
12:00 noon New York City time on such Business Day, they will be deemed to be
received on the following Business Day. Such payments shall be disbursed to the
receiver or trustee in bankruptcy named in the final order of the court
exercising jurisdiction on behalf of the Owner and not to any Owner directly
unless such Owner has returned principal or interest paid on the Obligations to
such receiver or trustee in bankruptcy, in which case such payment shall be
disbursed to such Owner.

The Insurer will pay any other amount payable hereunder no later than
12:00 noon New York City time on the later of the Distribution Date on which the
related distribution is due or the second

<PAGE>

Business Day following receipt in New York, New York on a Business Day by State
Street Bank and Trust Company, N.A., as Fiscal Agent for the Insurer or any
successor fiscal agent appointed by the Insurer (the "Fiscal Agent") of a Notice
(as described below); provided that if such Notice is received after 12:00 noon
New York City time on such Business Day, it will be deemed to be received on the
following Business Day. If any such Notice received by the Fiscal Agent is not
in proper form or is otherwise insufficient for the purpose of making claim
hereunder it shall be deemed not to have been received by the Fiscal Agent for
purposes of this paragraph, and the Insurer or the Fiscal Agent, as the case may
be, shall promptly so advise the Trustee and the Trustee may submit an amended
Notice.

Insured Payments due hereunder unless otherwise stated herein will be
disbursed by the Fiscal Agent to the Trustee on behalf of the Owners by wire
transfer of immediately available funds in the amount of the Insured Payment
less, in respect of Insured Payments related to Preference Amounts, any amount
held by the Trustee for the payment of such Insured Payment and legally
available therefor.

The Fiscal Agent is the agent of the Insurer only and the Fiscal Agent
shall in no event be liable to Owners for any acts of the Fiscal Agent or any
failure of the Insurer to deposit or cause to be deposited, sufficient funds to
make payments due under this Policy.

As used herein, the following terms shall have the following meanings:

"AGREEMENT" means the Pooling and Servicing Agreement dated as of
February 1, 1997 between PNC Mortgage Securities Corp., as depositor and master
servicer, and the Trustee, as trustee, without regard to any amendment or
supplement thereto unless approved in writing by the Certificate Insurer.

"BUSINESS DAY" means any day other than a Saturday, a Sunday or a day on
which the Insurer or banking institutions in New York City or in the city in
which the corporate trust office of the Trustee under the Agreement or the
Insurer is located are authorized or obligated by law or executive order to
close.

"DEFICIENCY AMOUNT" means, with respect to any Distribution Date, the sum
of (i) the amount, if any, by which the amount payable as interest to the
Class A-3 Certificates, pursuant to the priority of payment set forth in the
Agreement, is less than (A) the product of (1) 1/12th of Remittance Rate
applicable to the Class A-3 Certificates and (2) the Class A-3 Principal Balance
as of such Distribution Date, minus (B) the sum of any prepayment interest
shortfalls relating to Payoffs or Curtailments allocable to the Class A-3
Certificates to the extent payable from the Reserve Fund or paid by the Master
Servicer as Compensating Interest and any interest shortfalls related to the
Relief Act allocable to the Class A-3 Certificates, (ii) the principal portion
of any Realized Losses allocated to the Class A-3 Certificates and (iii) to the
extent unpaid on the Final Maturity Date, after payment of all other amounts due
to the Class A-3 Certificates, any remaining Class A-3 Principal Balance.

"INSURED PAYMENT" means (i) as of any Distribution Date any Deficiency
Amount and (ii) any Preference Amount.

<PAGE>

"NOTICE" means the telephonic or telegraphic notice, promptly confirmed in
writing by telecopy substantially in the form of Exhibit A attached hereto, the
original of which is subsequently delivered by registered or certified mail,
from the Trustee specifying the Insured Payment which shall be due and owing on
the applicable Distribution Date.

"OWNER" means each Holder (as defined in the Agreement) of an Obligation
who, on the applicable Distribution Date, is entitled under the terms of the
Obligations to payment thereunder.

"PREFERENCE AMOUNT" means any amount previously distributed to an owner on
the Obligations that is recoverable and sought to be recovered as a voidable
preference by a trustee in bankruptcy pursuant to the United States Bankruptcy
Code (11 U.S.C.), as amended from time to time in accordance with a final
nonappealable order of a court having competent jurisdiction.

Capitalized terms used herein and not otherwise defined herein shall have
the respective meanings set forth in the Agreement as of the date of execution
of this Policy, without giving effect to any subsequent amendment to or
modification of the Agreement unless such amendment or modification has been
approved in writing by the Insurer.

Any notice hereunder or service of process on the Fiscal Agent may be made
at the address listed below for the Fiscal Agent or such other address as the
Insurer shall specify in writing to the Trustee.

The notice address of the Fiscal Agent is 15th Floor, 61 Broadway,
New York, New York 10006 Attention: Municipal Registrar and Paying Agency, or
such other address as the Fiscal Agent shall specify to the Trustee in writing.

This Policy is being issued under and pursuant to, and shall be construed
under, the laws of the State of New York, without giving effect to the conflict
of laws principles thereof.

The insurance provided by this Policy is not covered by the
Property/Casualty Insurance Security Fund specified in Article 76 of the
New York Insurance Law.

This Policy is not cancelable for any reason. The premium on this Policy
is not refundable for any reason including payment, or provision being made for
payment, prior to maturity of the Obligations.

<PAGE>

IN WITNESS WHEREOF, the Insurer has caused this Policy to be executed and
attested this 27th day of February 1997.

MBIA INSURANCE CORPORATION

----------------------------
President

Attest: ----------------------------
Assistant Secretary

<PAGE>

EXHIBIT A

TO CERTIFICATE GUARANTY INSURANCE POLICY
NUMBER: 23247

NOTICE UNDER CERTIFICATE GUARANTY
INSURANCE POLICY NUMBER: 23247

State Street Bank and Trust Company, N.A., as Fiscal Agent
for MBIA Insurance Corporation
15th Floor
61 Broadway
New York, NY 10006
Attention: Municipal Registrar and
Paying Agency

MBIA Insurance Corporation
113 King Street
Armonk, NY 10504

The undersigned, a duly authorized officer of [NAME OF TRUSTEE], as trustee
(the "Trustee"), hereby certifies to State Street Bank and Trust Company, N.A.
(the "Fiscal Agent") and MBIA Insurance Corporation (the "Insurer"), with
reference to Certificate Guaranty Insurance Policy Number: [_______________]
(the "Policy") issued by the Insurer in respect of the $10,000,000 PNC Mortgage
Securities Corp., Mortgage Pass-Through Certificates, Series 1997-2, Class A-3
Certificates (the "Obligations"), that:

(i) the Trustee is the trustee under the Pooling and Servicing
Agreement dated as of February 1, 1997, between PNC Mortgage Securities Corp.,
as depositor and master servicer, and the Trustee, as trustee for the Owners;

(ii) the amount due under clause (i) of the definition of
Deficiency Amount for the Distribution Date occurring on [_______________]
(the "Applicable Distribution Date") is $[_______________];

(iii) the amount due under clause (ii) of the definition of
Deficiency Amount for the Applicable Distribution Date is $[_______________];

(iv) the amount due under clause (iii) of the definition of
Deficiency Amount for the Applicable Distribution Date is $[_______________];

<PAGE>

(v) the sum of the amounts listed in paragraphs (ii), (iii) and
(iv) above is $[_______________] (the "Deficiency Amount");

(vi) the amount of previously distributed payments on the
Obligations that is recoverable and sought to be recovered as a voidable
preference by a trustee in bankruptcy pursuant to the Bankruptcy Code in
accordance with a final nonappealable order of a court having competent
jurisdiction is $[_______________] (the "Preference Amount");

(vii) the total Insured Payment due is $[ ],
which amount equals the sum of the Deficiency Amount and the Preference Amount;

(viii) the Trustee is making a claim under and pursuant to the
terms of the Policy for the dollar amount of the Insured Payment set forth in
(v) above to be applied to the payment of the Deficiency Amount for the
Applicable Distribution Date in accordance with the Agreement and for the dollar
amount of the Insured Payment set forth in (vi) above to be applied to the
payment of any Preference Amount; and

(ix) the Trustee directs that payment of the Insured Payment be
made to the following account by bank wire transfer of federal or other
immediately available funds in accordance with the terms of the Policy:
[TRUSTEE'S ACCOUNT NUMBER].

Any capitalized term used in this Notice and not otherwise defined herein
shall have the meaning assigned thereto in the Policy.

ANY PERSON WHO KNOWINGLY AND WITH INTENT TO DEFRAUD ANY INSURANCE COMPANY
OR OTHER PERSON FILES AN APPLICATION FOR INSURANCE OR STATEMENT OF CLAIM
CONTAINING ANY MATERIALLY FALSE INFORMATION, OR CONCEALS FOR THE PURPOSE OF
MISLEADING, INFORMATION CONCERNING ANY FACT MATERIAL THERETO, COMMITS A
FRAUDULENT INSURANCE ACT, WHICH IS A CRIME, AND SHALL ALSO BE SUBJECT TO A CIVIL
PENALTY NOT TO EXCEED FIVE THOUSAND DOLLARS AND THE STATED VALUE OF THE CLAIM
FOR EACH SUCH VIOLATION.

IN WITNESS WHEREOF, the Trustee has executed and delivered this Notice
under the Policy as of the [____] day of [_________], [____].

[NAME OF TRUSTEE], as Trustee

By _______________________________________
Title ____________________________________

A-2

<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 1997-2, 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 1997-2, Class R (the "Certificate"),
pursuant to Section 5.01 of the Pooling and Servicing Agreement (the "Pooling
Agreement"), dated as of February 1, 1997 among PNC Mortgage Securities Corp.,
as depositor and master servicer (the "Company"), and First Bank National
Association, as trustee (the "Trustee"). All terms used herein and not otherwise
defined shall have the meanings set forth in the Pooling Agreement. The Seller
hereby certifies, represents and warrants to, and covenants with, the Company
and the Trustee that:

1. No purpose of the Seller relating to the sale of the Certificate by the
Seller to the Purchaser is or will be to enable the Seller to impede the
assessment or collection of tax.

2. The Seller understands that the Purchaser has delivered to the Trustee
and the Company a transferee affidavit and agreement in the form attached to the
Pooling Agreement as Exhibit J. The Seller does not know or believe that any
representation contained therein is false.

3. The Seller has no actual knowledge that the proposed Transferee is not a
Permitted Transferee.

4. The Seller has no actual knowledge that the Purchaser would be unwilling
or unable to pay taxes due on its share of the taxable income attributable to
the Certificates.

5. The Seller has conducted a reasonable investigation of the financial
condition of the Purchaser and, as a result of the investigation, found that the
Purchaser has historically paid its debts as they came due, and found no
significant evidence to indicate that the Purchaser will not continue to pay its
debts as they come due in the future.

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

FORM OF ADDITIONAL MATTER INCORPORATED INTO
THE FORM OF THE CERTIFICATES

This Certificate does not represent an obligation of or interest in PNC
Mortgage Securities Corp. or any of its affiliates, including PNC Bank Corp.
Neither this Certificate nor the underlying Mortgage Loans are guaranteed by any
agency or instrumentality of the United States.

This certifies that the above-named Registered Owner is the registered
owner of certain interests in a trust fund (the "Trust Fund") whose assets
consist of, among other things, a pool (the "Mortgage Pool") of conventional
one- to four-family mortgage loans (the "Mortgage Loans"), formed and
administered by PNC Mortgage Securities Corp. (the "Company"), which term
includes any successor entity under the Pooling Agreement referred to below. The
Mortgage Pool was created pursuant to a Pooling and Servicing Agreement, dated
as of the Cut-Off Date stated above (the "Pooling Agreement"), between the
Company and First Bank National Association, as Trustee (the "Trustee"), a
summary of certain of the pertinent provisions of which is set forth hereafter.
To the extent not defined herein, the capitalized terms used herein have the
meanings assigned in the Pooling Agreement. Nothing herein shall be deemed
inconsistent with such meanings, and in the event of any conflict between the
Pooling Agreement and the terms of this Certificate, the Pooling Agreement shall
control. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Pooling Agreement, to which Pooling Agreement
the Holder of this Certificate, by virtue of the acceptance hereof, assents and
by which such Holder is bound.

Distributions will be made, pursuant to the Pooling Agreement, on the 25th
day of each month or, if such 25th day is not a Business Day, the Business Day
immediately following (the "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last day (or if such last day is
not a Business Day, the Business Day immediately preceding such last day) of the
month immediately preceding the month of such distribution (the "Record Date"),
to the extent of such Certificateholder's Percentage Interest represented by
this Certificate in the portion of the Available Distribution Amount for such
Distribution Date then distributable on the Certificates of this Class, as
specified in Section 4.01 of the Pooling Agreement.

Distributions on this Certificate will be made by the Trustee by wire
transfer or check mailed to the address of the Person entitled thereto, as such
name and address shall appear on the Certificate Register. Notwithstanding the
above, the final distribution on this Certificate will be made after due notice
by the Trustee of the pendency of such distribution and only upon presentation
and surrender of this Certificate to the Certificate Registrar.

Reference is hereby made to the further provisions of this Certificate set
forth below, which further provisions shall for all purposes have the same
effect as if set forth at this place.

Unless the certificate of authentication hereon has been executed by or on
behalf of the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling Agreement or be valid for any purpose.

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 Mortgage Loans, all as more
specifically set forth herein and in the Pooling Agreement. In the event Company
funds are advanced with respect to any Mortgage Loan, such advance is
reimbursable to the Company from the related recoveries on such Mortgage Loan or
from other cash deposited in the Certificate Account to the extent that such
advance is not otherwise recoverable.

As provided in the Pooling Agreement, withdrawals from the Certificate
Account may be made by the Company from time to time for purposes other than
distributions to Certificateholders, such purposes including reimbursement to
the Company of advances made, or certain expenses incurred, by it.

The Pooling Agreement permits, with certain exceptions therein provided,
the amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Certificateholders under the Pooling Agreement at
any time by the Company and the Trustee with the consent of the Holders of the
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 such
Certificates. Any such consent by the Holder of this Certificate shall be
conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent is
made upon this Certificate. The Pooling Agreement also permits the amendment
thereof, in certain limited circumstances, without the consent of the Holders of
any of the Certificates.

As provided in the Pooling Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices of the Certificate Registrar or the office maintained by
the Trustee in the City and State of New York, duly endorsed by, or accompanied
by an assignment in the form below or other written instrument of transfer in
form satisfactory to the Trustee or any Authenticating Agent duly executed by,
the Holder hereof or such Holder's attorney duly authorized in writing, and
thereupon one or more new Certificates of Authorized Denominations evidencing
the same Percentage Interest set forth hereinabove will be issued to the
designated transferee or transferees.

No transfer of a Certificate will be made unless such transfer is exempt
from or is made in accordance with the registration requirements of the
Securities Act of 1933, as amended (the "Securities Act") and any applicable
state securities laws. In the event that a transfer is to be made without
registration or qualification under applicable laws, (i) in the event such
transfer is made pursuant to Rule 144A under the Securities Act, the Company and
the Trustee shall require the transferee to execute an investment letter in
substantially the form attached as Exhibit L to the Pooling Agreement, which
investment letter shall not be an expense of the Company, the Master Servicer or
the Trustee and (ii) in the event that such a transfer is not made pursuant to
Rule 144A under the Securities Act, the Company may require an Opinion of
Counsel satisfactory to the Company that such transfer may be made without such
registration or qualification, which Opinion of Counsel shall not be an expense
of the Company, the Master Servicer or the Trustee. Neither the Company nor the
Trustee will register the Certificate under the Securities Act, qualify the
Certificate under any state securities law or provide registration rights to any
purchaser. Any Holder desiring to effect such transfer shall, and does hereby
agree to, indemnify the Trustee, the Company and the Master Servicer against any
liability that may result if the transfer is not so exempt or is not made in
accordance with such federal and state laws.

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 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 February 1, 1997 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 February 27, 1997 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

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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 5.01(f) of the Agreement. The Buyer is aware
that the sale to it is being made in reliance on Rule 144A. The Buyer is
acquiring the Rule 144A Securities for its own account or the accounts of
other qualified institutional buyers, understands that such Rule 144A
Securities may be resold, pledged or transferred only (i) to a person
reasonably believed to be a qualified institutional buyer that purchases
for its own account or for the account of a qualified institutional buyer
to whom notice is given that the resale, pledge or transfer is being made
in reliance on Rule 144A, or (ii) pursuant to another exemption from
registration under the 1933 Act.

f. The Buyer is not affiliated with (i) the Trustee or (ii) any Rating
Agency that rated the Rule 144A Securities.

g. If applicable, the Buyer has complied, and will continue to comply,
with the guidelines established by Thrift Bulletin 12 issued December 13,
1988, by the Office of Regulatory Activities of the Federal Home Loan Bank
System.

3. The Buyer warrants and represents to, and covenants with, the Seller,
the Master Servicer and the Company that (1) the Buyer is not an employee
benefit plan (within the meaning of Section 3(3) of the Employee Retirement
Income Security Act of 1974, as amended ("ERISA")), subject to the prohibited
transaction provisions of ERISA ("Plan"), or a plan (within the meaning of
Section 4975(e)(1) of the Internal Revenue Code of 1986 ("Code")) subject to
Section 4975 of the Code (also a "Plan"), and the Buyer is not directly or
indirectly purchasing the Rule 144A Securities on behalf of, as investment
manager of, as named fiduciary of, as trustee of, or with "plan assets" of any
Plan, (2) the Buyer"s purchase of the Rule 144A Securities is permissible under
applicable law, will not constitute or result in a non-exempt prohibited
transaction under Section 406 of ERISA or Section 4975 of the Code and will not
subject the Trustee, the Master Servicer or the Company to any obligation or
liability (including obligations or liabilities under Section 406 of ERISA or
Section 4975 of the Code) in addition to those undertaken in this Agreement or
(iii) the Buyer is an insurance company, the source of funds to be used by it to
purchase the Rule 144A Securities is an "insurance company general account"
(within the meaning of Department of Labor Prohibited Transaction Class
Exemption ("PTCE") 95-60), and the purchase is being made in reliance upon the
availability of the exemptive relief afforded under Section III of PTCE 95-60.

4. This document may be executed in one or more counterparts and by the
different parties hereto on separate counterparts, each of which, when so
executed, shall be deemed to be an original; such counterparts, together, shall
constitute one and the same document.

IN WITNESS WHEREOF, each of the parties has executed this document as of
the date set forth below.

________________________________ ___________________________
Print Name of Seller Print Name of Buyer

By: _________________________________ By: _______________________
Name: Name:
Title: Title:

Taxpayer Identification: Taxpayer Identification:

No._________________________ No.________________________

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Date:_______________________ Date:______________________

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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.

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___ 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.

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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:______________________________________

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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.

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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]

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EXHIBIT M

[Date]

[Company]

Re: Pooling and Servicing Agreement dated as of February 1, 1997 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 1997-2

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 clauses (X)(vi) and
(Y)(x) of the definition of "Mortgage File," known by the Trustee to be
required) pursuant to the third paragraph of Section 2.01 of the Pooling and
Servicing Agreement have been executed and received as of the date hereof are in
its possession or in the possession of the Custodian on its behalf and (ii) all
such documents have been executed and relate to the Mortgage Loans identified
in the Mortgage Loan Schedule. The Trustee has made no independent examination
of such documents beyond the review specifically required in the above
referenced Pooling and Servicing Agreement and has relied upon the purported
genuineness and due execution of any such documents and upon the purported
genuineness of any signature thereon. The Trustee makes no representations as
to: (i) the validity, legality, enforceability or genuineness of any of the
documents contained in each Mortgage File or any of the Mortgage Loans
identified on the Mortgage Loan Schedule, or (ii) the collectability,
insurability, effectiveness or suitability of any such Mortgage Loan.

Capitalized words and phrases used herein shall have the respective
meanings assigned to them in the above-captioned Pooling and Servicing
Agreement.

_______________________________
as Trustee

By: ________________________
Name: ________________________
Title: ________________________

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EXHIBIT N

Schedule of Certain Mortgage Loans With Group Primary Insurance Policies

None.

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